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Nasdaq, Inc.
NDAQ · US · NASDAQ
66.96
USD
-0.3
(0.45%)
Executives
Name Title Pay
Mr. Ato Garrett Senior Vice President & Investor Relations Officer --
Mr. Tal Cohen President 2.06M
Ms. Sarah M. Youngwood Executive Vice President & Chief Financial Officer 683K
Ms. Michelle Lynn Daly Senior Vice President, Controller & Principal Accounting Officer --
Mr. Bradley J. Peterson Executive Vice President, Chief Information Officer & Chief Technology Officer 1.92M
Mr. Brian Buckley Senior Vice President & Chief Marketing Officer --
Mr. P. C. Nelson Griggs President & Division President of Capital Access Platforms 1.98M
Mr. Brendan Brothers Executive Vice President & Head of Financial Crime Management Technology 3.76M
Mr. John A. Zecca Executive Vice President and Global Chief Legal, Risk & Regulatory Officer --
Ms. Adena T. Friedman Chief Executive Officer & Chairman 5.95M
Insider Transactions
Date Name Title Acquisition Or Disposition Stock / Options # of Shares Price
2024-07-01 Griggs PC Nelson President, Capital Access Plat D - F-InKind Common Stock, par value $0.01 per share 11484 59.48
2024-07-01 Peterson Bradley J Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 10248 59.48
2024-07-01 Daly Michelle Lynn Controller and Prin Acctg Ofcr D - F-InKind Common Stock, par value $0.01 per share 1126 59.48
2024-06-21 Kazim Essa director D - F-InKind Common Stock, par value $0.01 per share 890 60.25
2024-06-21 Torgeby Johan director D - F-InKind Common Stock, par value $0.01 per share 662 60.25
2024-06-11 Koch Kathryn A. director A - A-Award Common Stock, par value $0.01 per share 4405 0
2024-06-11 Koch Kathryn A. director D - Common Stock, par value $0.01 per share 0 0
2024-06-11 YABUKI JEFFERY W director A - A-Award Common Stock, par value $0.01 per share 6522 0
2024-06-11 Torgeby Johan director A - A-Award Common Stock, par value $0.01 per share 4405 0
2024-06-11 ZOLLAR ALFRED W director A - A-Award Common Stock, par value $0.01 per share 6353 0
2024-06-11 SPLINTER MICHAEL R director A - A-Award Common Stock, par value $0.01 per share 169 0
2024-06-11 SPLINTER MICHAEL R director A - A-Award Common Stock, par value $0.01 per share 7453 0
2024-06-11 Townes-Whitley Toni director A - A-Award Common Stock, par value $0.01 per share 4405 0
2024-06-11 SPAHT PAUL HOLDEN JR. director A - A-Award Common Stock, par value $0.01 per share 4405 0
2024-06-11 Kazim Essa director A - A-Award Common Stock, par value $0.01 per share 5929 0
2024-06-11 BEGLEY CHARLENE T director A - A-Award Common Stock, par value $0.01 per share 4405 0
2024-06-11 ARNOLDI MELISSA director A - A-Award Common Stock, par value $0.01 per share 4659 0
2024-06-11 KLOET THOMAS A director A - A-Award Common Stock, par value $0.01 per share 6522 0
2024-05-01 Smith Bryan Everard Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 3036 59.89
2024-04-01 Brothers Brendan Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 9702 62.29
2024-04-03 Brothers Brendan Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 4715 61.58
2024-04-01 Tal Cohen President, Market Platforms A - A-Award Common Stock, par value $0.01 per share 12843 0
2024-04-01 Tal Cohen President, Market Platforms D - F-InKind Common Stock, par value $0.01 per share 13067 62.29
2024-04-01 Daly Michelle Lynn Controller and Prin Acctg Ofcr A - A-Award Common Stock, par value $0.01 per share 2648 0
2024-04-01 Daly Michelle Lynn Controller and Prin Acctg Ofcr D - F-InKind Common Stock, par value $0.01 per share 269 62.29
2024-04-01 Peterson Bradley J Executive Vice President A - A-Award Common Stock, par value $0.01 per share 9632 0
2024-04-01 Peterson Bradley J Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 3974 62.29
2024-04-01 Griggs PC Nelson President, Capital Access Plat A - A-Award Common Stock, par value $0.01 per share 12843 0
2024-04-01 Griggs PC Nelson President, Capital Access Plat D - F-InKind Common Stock, par value $0.01 per share 3977 62.29
2024-04-01 SKULE JEREMY Executive Vice President A - A-Award Common Stock, par value $0.01 per share 8026 0
2024-04-01 SKULE JEREMY Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 2628 62.29
2024-04-01 Zecca John Executive Vice President A - A-Award Common Stock, par value $0.01 per share 8026 0
2024-04-01 Zecca John Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 1721 62.29
2024-04-01 Brothers Brendan Executive Vice President A - A-Award Common Stock, par value $0.01 per share 37825 0
2024-04-01 Brothers Brendan Executive Vice President A - A-Award Common Stock, par value $0.01 per share 6421 0
2024-04-01 Smith Bryan Everard Executive Vice President A - A-Award Common Stock, par value $0.01 per share 8026 0
2024-04-01 Smith Bryan Everard Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 2482 62.29
2024-04-01 Smith Bryan Everard Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 7400 62.91
2024-04-01 FRIEDMAN ADENA T Chair and CEO A - A-Award Common Stock, par value $0.01 per share 41740 0
2024-04-01 FRIEDMAN ADENA T Chair and CEO D - F-InKind Common Stock, par value $0.01 per share 23429 62.29
2024-03-28 SPLINTER MICHAEL R director D - G-Gift Common Stock, par value $0.01 per share 3930 0
2024-03-28 SPLINTER MICHAEL R director A - G-Gift Common Stock, par value $0.01 per share 3930 0
2024-03-22 Borse Dubai LTD 10 percent owner D - S-Sale Common Stock, $0.01 per share 31000000 57.997
2024-03-01 Smith Bryan Everard Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 2064 56.29
2024-02-21 FRIEDMAN ADENA T Chair and CEO A - A-Award Common Stock, par value $0.01 per share 266326 0
2024-02-21 FRIEDMAN ADENA T Chair and CEO D - F-InKind Common Stock, par value $0.01 per share 133092 56.04
2024-02-20 Tal Cohen President, Market Platforms A - A-Award Common Stock, par value $0.01 per share 39944 0
2024-02-20 Tal Cohen President, Market Platforms D - F-InKind Common Stock, par value $0.01 per share 17771 55.54
2024-02-20 Zecca John Executive Vice President A - A-Award Common Stock, par value $0.01 per share 21303 0
2024-02-20 Zecca John Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 7066 55.54
2024-02-20 Smith Bryan Everard Executive Vice President A - A-Award Common Stock, par value $0.01 per share 26631 0
2024-02-20 Smith Bryan Everard Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 12126 55.54
2024-02-20 Peterson Bradley J Executive Vice President A - A-Award Common Stock, par value $0.01 per share 50601 0
2024-02-20 Peterson Bradley J Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 20434 55.54
2024-02-20 SKULE JEREMY Executive Vice President A - A-Award Common Stock, par value $0.01 per share 33290 0
2024-02-20 SKULE JEREMY Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 13958 55.54
2024-02-20 Griggs PC Nelson President, Capital Access Plat A - A-Award Common Stock, par value $0.01 per share 42611 0
2024-02-20 Griggs PC Nelson President, Capital Access Plat D - F-InKind Common Stock, par value $0.01 per share 19132 55.54
2023-12-29 SPLINTER MICHAEL R director D - G-Gift Common Stock, par value $0.01 per share 580 0
2023-12-29 SPLINTER MICHAEL R director A - G-Gift Common Stock, par value $0.01 per share 580 0
2023-12-12 SPLINTER MICHAEL R director D - G-Gift Common Stock, par value $0.01 per share 3125 0
2023-12-12 SPLINTER MICHAEL R director A - G-Gift Common Stock, par value $0.01 per share 3125 0
2023-12-06 SKULE JEREMY Executive Vice President D - F-InKind Common stock, par value $0.01 per share 3712 55.84
2023-12-06 Youngwood Sarah Executive Vice President A - A-Award Common Stock, par value $0.01 per share 89541 0
2023-12-01 Youngwood Sarah officer - 0 0
2023-11-27 SPAHT PAUL HOLDEN JR. director A - A-Award Common Stock, par value $0.01 per share 3001 0
2023-11-01 Adenza Parent, LP D - Common Stock, par value $0.01 per share 0 0
2023-11-01 SPAHT PAUL HOLDEN JR. - 0 0
2023-11-01 DENNISON ANN M Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 5150 49.41
2023-10-23 Torgeby Johan director A - P-Purchase Common Stock, par value $0.01 per share 14000 50.42
2023-08-03 YABUKI JEFFERY W director A - P-Purchase Common Stock, par value $0.01 per share 500 49.4
2023-07-31 FRIEDMAN ADENA T Chair and CEO A - P-Purchase Common Stock, par value $0.01 per share 10000 51
2023-07-24 SPLINTER MICHAEL R director D - S-Sale Common Stock, par value $0.01 per share 1164 51.03
2023-07-21 DENNISON ANN M Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 5100 50.05
2023-07-03 Peterson Bradley J Executive Vice President D - F-InKind Common Stock, par value $0.01 9978 49.7
2023-07-03 Griggs PC Nelson President, Capital Access Plat D - F-InKind Common Stock, par value $0.01 per share 11485 49.7
2023-07-03 Daly Michelle Lynn Controller and Prin Acctg Ofcr D - F-InKind Common Stock, par value $0.01 per share 1126 49.7
2023-06-21 ZOLLAR ALFRED W director A - A-Award Common Stock, par value $0.01 per share 183 0
2023-06-21 ZOLLAR ALFRED W director A - A-Award Common Stock, par value $0.01 per share 7416 0
2023-06-21 Townes-Whitley Toni director A - A-Award Common Stock, par value $0.01 per share 5142 0
2023-06-21 Torgeby Johan director A - A-Award Common Stock, par value $0.01 per share 5142 0
2023-06-22 Torgeby Johan director D - F-InKind Common Stock, par value $0.01 per share 533 49.55
2023-06-21 SPLINTER MICHAEL R director A - A-Award Common Stock, par value $0.01 per share 8503 0
2023-06-21 KLOET THOMAS A director A - A-Award Common Stock, par value $0.01 per share 7614 0
2023-06-21 Kazim Essa director A - A-Award Common Stock, par value $0.01 per share 6921 0
2023-06-22 Kazim Essa director D - F-InKind Common Stock, par value $0.01 per share 996 49.55
2023-06-21 BLACK STEVEN D director A - A-Award Common Stock, par value $0.01 per share 7614 0
2023-06-21 BEGLEY CHARLENE T director A - A-Award Common Stock, par value $0.01 per share 5142 0
2023-06-21 ARNOLDI MELISSA director A - A-Award Common Stock, par value $0.01 per share 5142 0
2023-06-21 YABUKI JEFFERY W director A - A-Award Common Stock, par value $0.01 per share 7218 0
2023-06-21 YABUKI JEFFERY W director I - Common Stock, par value $0.01 per share 0 0
2023-06-13 BLACK STEVEN D director A - P-Purchase Common Stock, par value $0.01 per share 4000 51.46
2023-04-03 Tal Cohen President, Market Platforms A - A-Award Common Stock, par value $0.01 per share 9191 0
2023-04-03 Tal Cohen President, Market Platforms D - F-InKind Common Stock, par value $0.01 per share 11942 54.4
2023-04-03 Smith Bryan Everard Executive Vice President A - A-Award Common Stock, par value $0.01 per share 4411 0
2023-04-03 Smith Bryan Everard Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 1811 54.4
2023-04-03 FRIEDMAN ADENA T Chair and CEO A - A-Award Common Stock, par value $0.01 per share 47794 0
2023-04-03 FRIEDMAN ADENA T Chair and CEO D - F-InKind Common Stock, par value $0.01 per share 16424 54.4
2023-04-03 SKULE JEREMY Executive Vice President A - A-Award Common stock, par value $0.01 per share 5514 0
2023-04-03 SKULE JEREMY Executive Vice President D - F-InKind Common stock, par value $0.01 per share 1795 54.4
2023-04-03 Brothers Brendan Interim Head of AFC A - A-Award Common Stock, par value $0.01 per share 9191 0
2023-04-03 Daly Michelle Lynn Controller and Prin Acctg Ofcr A - A-Award Common Stock, par value $0.01 per share 2481 0
2023-04-03 DENNISON ANN M Executive Vice President A - A-Award Common Stock, par value $0.01 per share 7352 0
2023-04-03 DENNISON ANN M Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 1973 54.4
2023-04-03 Griggs PC Nelson President, Capital Access Plat A - A-Award Common Stock, par value $0.01 per share 9191 0
2023-04-03 Griggs PC Nelson President, Capital Access Plat D - F-InKind Common Stock, par value $0.01 per share 2854 54.4
2023-04-03 Peterson Bradley J Executive Vice President A - A-Award Common Stock, par value $0.01 9191 0
2023-04-03 Peterson Bradley J Executive Vice President D - F-InKind Common Stock, par value $0.01 3052 54.4
2023-04-03 Zecca John Executive Vice President A - A-Award Common Stock, par value $0.01 per share 5147 0
2023-04-03 Zecca John Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 1064 54.4
2023-03-14 Smith Bryan Everard Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 5000 52.51
2023-02-28 Smith Bryan Everard Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 3000 56.17
2023-02-23 Smith Bryan Everard Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 6000 57.06
2023-02-23 FRIEDMAN ADENA T Chair and CEO A - A-Award Common Stock, par value $0.01 per share 468186 0
2023-02-23 FRIEDMAN ADENA T Chair and CEO D - F-InKind Common Stock, par value $0.01 per share 234683 57.2
2023-02-22 Smith Bryan Everard Executive Vice President A - A-Award Common Stock, par value $0.01 per share 46818 0
2023-02-22 Smith Bryan Everard Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 25418 57.1
2023-02-22 Zecca John Executive Vice President A - A-Award Common Stock, par value $0.01 per share 31212 0
2023-02-22 Zecca John Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 13927 57.1
2023-02-22 Griggs PC Nelson Executive Vice President A - A-Award Common Stock, par value $0.01 per share 83232 0
2023-02-22 Griggs PC Nelson Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 42490 57.1
2023-02-22 Peterson Bradley J Executive Vice President A - A-Award Common Stock, par value $0.01 93636 0
2023-02-22 Peterson Bradley J Executive Vice President D - F-InKind Common Stock, par value $0.01 41816 57.1
2023-02-22 Tal Cohen A - A-Award Common Stock, par value $0.01 per share 52020 0
2023-02-22 Tal Cohen D - F-InKind Common Stock, par value $0.01 per share 26557 57.1
2023-02-22 DENNISON ANN M Executive Vice President A - A-Award Common Stock, par value $0.01 per share 31860 0
2023-02-22 DENNISON ANN M Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 16265 57.1
2023-02-22 SKULE JEREMY Executive Vice President A - A-Award Common stock, par value $0.01 per share 46818 0
2023-02-22 SKULE JEREMY Executive Vice President D - F-InKind Common stock, par value $0.01 per share 23130 57.1
2023-02-21 SKULE JEREMY Executive Vice President D - S-Sale Common stock, par value $0.01 per share 2100 57.93
2023-02-09 Daly Michelle Lynn Controller and Prin Acctg Ofcr D - S-Sale Common Stock, par value $0.01 per share 1998 59.55
2022-12-31 KLOET THOMAS A director I - Common Stock, par value $0.01 per share 0 0
2022-01-23 SKULE JEREMY Executive Vice President D - S-Sale Common stock, par value $0.01 per share 2100 61.75
2023-01-09 Brothers Brendan Interim Head of AFC D - Common Stock, par value $0.01 per share 0 0
2022-12-31 DENNISON ANN M Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 2116 61.76
2022-12-31 Albers Oliver Executive Vice President D - F-InKind Common Stock, par value $0.01 625 61.76
2022-12-31 Smith Bryan Everard Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 2292 61.76
2022-12-31 Zecca John Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 936 61.76
2022-12-31 Tal Cohen director D - F-InKind Common Stock, par value $0.01 per share 1588 61.76
2022-12-21 SKULE JEREMY Executive Vice President D - S-Sale Common stock, par value $0.01 per share 2100 60.45
2022-12-06 SIBBERN BJORN Executive Vice President A - A-Award Common Stock, par value $0.01 per share 14923 0
2022-12-06 SKULE JEREMY Executive Vice President A - A-Award Common stock, par value $0.01 per share 22384 0
2022-12-06 Albers Oliver Executive Vice President A - A-Award Common Stock, par value $0.01 14923 0
2022-12-06 Chai Roland Executive Vice President A - A-Award Common Stock, par value $0.01 per share 14923 0
2022-11-21 SKULE JEREMY Executive Vice President D - S-Sale Common stock, par value $0.01 per share 2100 65.44
2022-11-08 Peterson Bradley J Executive Vice President D - S-Sale Common Stock, par value $0.01 13596 65
2022-11-07 Torgeby Johan director A - A-Award Common Stock, par value $0.01 per share 3857 0
2022-10-21 SKULE JEREMY Executive Vice President D - S-Sale Common stock, par value $0.01 per share 2100 56.86
2022-09-21 SKULE JEREMY Executive Vice President D - S-Sale Common stock, par value $0.01 per share 2100 59.8
2022-09-08 DENNISON ANN M Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 6500 62
2022-09-07 Peterson Bradley J Executive Vice President D - S-Sale Common Stock, par value $0.01 12000 61.67
2022-08-22 SKULE JEREMY Executive Vice President D - S-Sale Common stock, par value $0.01 per share 700 186.13
2022-08-12 Griggs PC Nelson Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 980 189.11
2022-07-19 Torgeby Johan - 0 0
2022-07-25 Smith Bryan Everard Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 1079 171.76
2022-07-21 Chai Roland Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 2832 170.89
2022-07-21 Griggs PC Nelson Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 565 170.58
2022-07-21 SKULE JEREMY Executive Vice President D - S-Sale Common stock, par value $0.01 per share 700 169.6
2022-07-13 SPLINTER MICHAEL R D - G-Gift Common Stock, par value $0.01 per share 1358 0
2022-07-13 SPLINTER MICHAEL R director A - G-Gift Common Stock, par value $0.01 per share 1358 0
2022-07-01 Peterson Bradley J Executive Vice President A - A-Award Common Stock, par value $0.01 22495 0
2022-07-01 Griggs PC Nelson Executive Vice President A - A-Award Common Stock, par value $0.01 per share 22495 0
2022-07-01 Daly Michelle Lynn Controller and Prin Acctg Ofcr D - F-InKind Common Stock, par value $0.01 per share 376 155.59
2022-07-01 Chai Roland Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 2137 155.59
2022-06-24 SKULE JEREMY Executive Vice President D - S-Sale Common stock, par value $0.01 per share 1400 160
2022-06-22 ZOLLAR ALFRED W A - A-Award Common Stock, par value $0.01 per share 2342 0
2022-06-22 Townes-Whitley Toni A - A-Award Common Stock, par value $0.01 per share 1692 0
2022-06-22 SPLINTER MICHAEL R A - A-Award Common Stock, par value $0.01 per share 3384 0
2022-06-22 Rainey John D A - A-Award Common Stock, par value $0.01 per share 2375 0
2022-06-22 KLOET THOMAS A A - A-Award Common Stock, par value $0.01 per share 2440 0
2022-06-22 Kazim Essa A - A-Award Common Stock, par value $0.01 per share 2212 0
2022-06-22 BLACK STEVEN D A - A-Award Common Stock, par value $0.01 per share 2440 0
2022-06-22 BEGLEY CHARLENE T A - A-Award Common Stock, par value $0.01 per share 1692 0
2022-06-22 ARNOLDI MELISSA A - A-Award Common Stock, par value $0.01 per share 1789 0
2022-06-15 Wallenberg Jacob D - F-InKind Common Stock, par value $0.01 per share 69 149.92
2022-06-15 Kazim Essa D - F-InKind Common Stock, par value $0.01 per share 217 149.92
2022-04-27 Griggs PC Nelson Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 500 161.64
2022-04-27 Griggs PC Nelson Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 1000 162.53
2022-04-11 Albers Oliver Executive Vice President D - Common Stock, par value $0.01 per share 0 0
2022-04-04 King Jamie Wade Executive Vice President D - Common Stock, par value $0.01 per share 0 0
2022-04-04 Chai Roland Executive Vice President D - Common Stock, par value $0.01 per share 0 0
2022-04-01 Zecca John Executive Vice President A - A-Award Common Stock, par value $0.01 per share 1429 0
2022-04-01 Zecca John Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 198 181.92
2022-04-01 Smith Bryan Everard Executive Vice President A - A-Award Common Stock, par value $0.01 per share 1209 0
2022-04-01 Smith Bryan Everard Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 360 181.92
2022-04-01 SKULE JEREMY Executive Vice President A - A-Award Common stock, par value $0.01 per share 1539 0
2022-04-01 SKULE JEREMY Executive Vice President D - F-InKind Common stock, par value $0.01 per share 324 181.92
2022-04-01 SIBBERN BJORN Executive Vice President A - A-Award Common Stock, par value $0.01 per share 1209 0
2022-04-01 SIBBERN BJORN Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 279 181.92
2022-04-01 Peterson Bradley J Executive Vice President A - A-Award Common Stock, par value $0.01 2198 0
2022-04-01 Peterson Bradley J Executive Vice President D - F-InKind Common Stock, par value $0.01 577 181.92
2022-04-01 Ottersgard Lars Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 454 181.92
2022-04-01 Griggs PC Nelson Executive Vice President A - A-Award Common Stock, par value $0.01 per share 2198 0
2022-04-01 Griggs PC Nelson Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 591 181.92
2022-04-01 FRIEDMAN ADENA T President and CEO A - A-Award Common Stock, par value $0.01 per share 13192 0
2022-04-01 FRIEDMAN ADENA T President and CEO D - F-InKind Common Stock, par value $0.01 per share 3260 181.92
2022-04-01 Dillard Lauren B. Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 449 181.92
2022-04-01 DENNISON ANN M Executive Vice President A - A-Award Common Stock, par value $0.01 per share 1649 0
2022-04-01 DENNISON ANN M Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 388 181.92
2022-04-01 Daly Michelle Lynn Controller and Prin Acctg Ofcr A - A-Award Common Stock, par value $0.01 per share 742 0
2022-04-01 Tal Cohen Executive Vice President A - A-Award Common Stock, par value $0.01 per share 19239 0
2022-04-01 Tal Cohen Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 370 181.92
2022-04-01 Tal Cohen Executive Vice President A - A-Award Common Stock, par value $0.01 per share 2198 0
2022-03-29 Dillard Lauren B. Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 2500 180
2022-03-29 Peterson Bradley J Executive Vice President D - S-Sale Common Stock, par value $0.01 7500 180
2022-02-23 SIBBERN BJORN Executive Vice President A - A-Award Common Stock, par value $0.01 per share 18098 0
2022-02-23 SIBBERN BJORN Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 10119 168.19
2022-02-23 Ottersgard Lars Executive Vice President A - A-Award Common Stock, par value $0.01 per share 20940 0
2022-02-23 Ottersgard Lars Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 11936 168.19
2022-02-23 Tal Cohen Executive Vice President A - A-Award Common Stock, par value $0.01 per share 5090 0
2022-02-23 Tal Cohen Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 1859 168.19
2022-02-23 DENNISON ANN M Executive Vice President A - A-Award Common Stock, par value $0.01 per share 6786 0
2022-02-23 DENNISON ANN M Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 2597 168.19
2022-02-23 Dillard Lauren B. Executive Vice President A - A-Award Common Stock, par value $0.01 per share 52536 0
2022-02-23 Dillard Lauren B. Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 20850 168.19
2022-02-23 FRIEDMAN ADENA T President and CEO A - A-Award Common Stock, par value $0.01 per share 192306 0
2022-02-23 FRIEDMAN ADENA T President and CEO D - D-Return Common Stock, par value $0.01 per share 95502 168.19
2022-02-23 Griggs PC Nelson Executive Vice President A - A-Award Common Stock, par value $0.01 per share 33936 0
2022-02-23 Griggs PC Nelson Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 16456 168.19
2022-02-23 Peterson Bradley J Executive Vice President A - A-Award Common Stock, par value $0.01 40722 0
2022-02-23 Peterson Bradley J Executive Vice President D - F-InKind Common Stock, par value $0.01 17190 168.19
2022-02-24 Peterson Bradley J Executive Vice President D - S-Sale Common Stock, par value $0.01 7500 163.79
2020-02-23 SKULE JEREMY Executive Vice President A - A-Award Common stock, par value $0.01 per share 15836 0
2020-02-23 SKULE JEREMY Executive Vice President D - F-InKind Common stock, par value $0.01 per share 7011 168.19
2022-02-23 Smith Bryan Everard Executive Vice President A - A-Award Common Stock, par value $0.01 per share 6786 0
2022-02-23 Smith Bryan Everard Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 2888 168.19
2022-02-23 Zecca John Executive Vice President A - A-Award Common Stock, par value $0.01 per share 3392 0
2022-02-23 Zecca John Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 1058 168.19
2022-02-15 SKULE JEREMY Executive Vice President D - S-Sale Common stock, par value $0.01 per share 865 175
2022-01-13 SKULE JEREMY Executive Vice President D - S-Sale Common stock, par value $0.01 per share 865 193.35
2022-01-03 FRIEDMAN ADENA T President and CEO A - A-Award Employee Stock Option (Right to Buy) 102312 202.46
2021-12-31 Zecca John Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 691 210.01
2021-12-31 Smith Bryan Everard Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 1597 210.01
2021-12-31 DENNISON ANN M Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 1479 210.01
2021-12-31 Tal Cohen Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 1058 210.01
2021-12-13 FRIEDMAN ADENA T President and CEO D - G-Gift Common Stock, par value $0.01 per share 49000 0
2021-12-13 FRIEDMAN ADENA T President and CEO A - G-Gift Common Stock, par value $0.01 per share 24500 0
2021-12-13 SKULE JEREMY Executive Vice President D - S-Sale Common stock, par value $0.01 per share 865 206.18
2021-11-15 SKULE JEREMY Executive Vice President D - S-Sale Common stock, par value $0.01 per share 865 209.1
2021-10-29 SIBBERN BJORN Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 3512 209.31
2021-10-28 Griggs PC Nelson Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 1000 205.81
2021-10-29 Griggs PC Nelson Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 1000 210.16
2021-10-22 DENNISON ANN M Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 1749 200.76
2021-10-16 Tal Cohen Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 1081 203.49
2021-10-13 SKULE JEREMY Executive Vice President D - S-Sale Common stock, par value $0.01 per share 865 197.68
2021-09-29 Townes-Whitley Toni director A - A-Award Common Stock, par value $0.01 per share 951 0
2021-09-29 Townes-Whitley Toni - 0 0
2021-09-13 SKULE JEREMY Executive Vice President D - S-Sale Common stock, par value $0.01 per share 865 196.65
2021-08-31 Griggs PC Nelson Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 1000 196.01
2021-08-25 Griggs PC Nelson Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 1000 191.57
2021-08-24 Ottersgard Lars Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 4000 191.42
2021-08-10 Griggs PC Nelson Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 1546 189.71
2021-07-23 Griggs PC Nelson Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 2000 187.66
2021-07-01 Daly Michelle Lynn Controller and Prin Acctg Ofcr A - A-Award Common Stock, par value $0.01 per share 3124 0
2021-06-17 Dillard Lauren B. Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 3101 179.79
2021-06-15 Rainey John D director A - A-Award Common Stock, par value $0.01 per share 2125 0
2021-06-15 BEGLEY CHARLENE T director A - A-Award Common Stock, par value $0.01 per share 1474 0
2021-06-15 KLOET THOMAS A director A - A-Award Common Stock, par value $0.01 per share 2125 0
2021-06-15 ZOLLAR ALFRED W director A - A-Award Common Stock, par value $0.01 per share 2040 0
2021-06-15 Kazim Essa director A - A-Award Common Stock, par value $0.01 per share 1927 0
2021-06-15 Wallenberg Jacob director A - A-Award Common Stock, par value $0.01 per share 1955 0
2021-06-15 ARNOLDI MELISSA director A - A-Award Common Stock, par value $0.01 per share 1984 0
2021-06-15 SPLINTER MICHAEL R director A - A-Award Common Stock, par value $0.01 per share 2948 0
2021-06-15 BLACK STEVEN D director A - A-Award Common Stock, par value $0.01 per share 2125 0
2021-06-03 Griggs PC Nelson Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 1000 167.89
2021-05-24 Griggs PC Nelson Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 2000 165.49
2021-05-24 Peterson Bradley J Executive Vice President D - S-Sale Common Stock, par value $0.01 6982 165.9
2021-05-24 SPLINTER MICHAEL R director D - S-Sale Common Stock, par value $0.01 per share 5000 165
2021-05-14 Peterson Bradley J Executive Vice President D - S-Sale Common Stock, par value $0.01 518 164.22
2021-05-03 Daly Michelle Lynn officer - 0 0
2021-05-03 Griggs PC Nelson Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 1841 163.42
2021-04-23 Smith Bryan Everard Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 2149 162.74
2021-04-22 Griggs PC Nelson Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 2000 161.53
2021-04-01 Zecca John Executive Vice President A - A-Award Common Stock, par value $0.01 per share 1060 0
2021-04-01 Smith Bryan Everard Executive Vice President A - A-Award Common Stock, par value $0.01 per share 1325 0
2021-04-01 SKULE JEREMY Executive Vice President A - A-Award Common stock, par value $0.01 per share 1657 0
2021-04-01 SIBBERN BJORN Executive Vice President A - A-Award Common Stock, par value $0.01 per share 1325 0
2021-04-01 Peterson Bradley J Executive Vice President A - A-Award Common Stock, par value $0.01 per share 2519 0
2021-04-01 Ottersgard Lars Executive Vice President A - A-Award Common Stock, par value $0.01 per share 1590 0
2021-04-01 Griggs PC Nelson Executive Vice President A - A-Award Common Stock, par value $0.01 per share 2121 0
2021-04-01 FRIEDMAN ADENA T President and CEO A - A-Award Common Stock, par value $0.01 per share 13258 0
2021-04-01 Dillard Lauren B. Executive Vice President A - A-Award Common Stock, par value $0.01 per share 2121 0
2021-04-01 DENNISON ANN M Executive Vice President A - A-Award Common Stock, par value $0.01 per share 1590 0
2021-04-01 Tal Cohen Executive Vice President A - A-Award Common Stock, par value $0.01 per share 1988 0
2021-03-12 Tal Cohen Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 1407 144.17
2021-03-05 Peterson Bradley J Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 1000 144.58
2021-03-05 Griggs PC Nelson Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 1000 144.45
2021-02-23 Peterson Bradley J Executive Vice President A - A-Award Common Stock, par value $0.01 per share 33819 0
2021-02-23 Peterson Bradley J Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 14110 140.34
2021-02-24 Peterson Bradley J Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 5000 139.81
2021-02-24 Peterson Bradley J Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 5000 139.44
2021-02-24 Peterson Bradley J Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 5000 139.45
2021-02-23 Griggs PC Nelson Executive Vice President A - A-Award Common Stock, par value $0.01 per share 18788 0
2021-02-23 Griggs PC Nelson Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 8242 140.34
2021-02-23 FRIEDMAN ADENA T President and CEO A - A-Award Common Stock, par value $0.01 per share 131522 0
2021-02-23 FRIEDMAN ADENA T President and CEO D - F-InKind Common Stock, par value $0.01 per share 63081 140.34
2021-02-23 PTASZNIK MICHAEL EXECUTIVE VICE PRESIDENT A - A-Award Common Stock, par value $0.01 per share 30062 0
2021-02-23 PTASZNIK MICHAEL EXECUTIVE VICE PRESIDENT D - F-InKind Common Stock, par value $0.01 per share 15045 140.34
2021-02-23 SIBBERN BJORN Executive Vice President A - A-Award Common Stock, par value $0.01 per share 13151 0
2021-02-23 SIBBERN BJORN Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 6252 140.34
2021-02-23 Ottersgard Lars Executive Vice President A - A-Award Common Stock, par value $0.01 per share 15030 0
2021-02-23 Ottersgard Lars Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 8568 140.34
2021-02-23 DENNISON ANN M Controller and Prin Acctg Ofcr A - A-Award Common Stock, par value $0.01 per share 4696 0
2021-02-23 DENNISON ANN M Controller and Prin Acctg Ofcr D - F-InKind Common Stock, par value $0.01 per share 1621 140.34
2021-02-23 Tal Cohen Executive Vice President A - A-Award Common Stock, par value $0.01 per share 3193 0
2021-02-23 Tal Cohen Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 1106 140.34
2021-02-23 SKULE JEREMY Executive Vice President A - A-Award Common stock, par value $0.01 per share 11271 0
2021-02-23 SKULE JEREMY Executive Vice President D - F-InKind Common stock, par value $0.01 per share 4643 140.34
2021-02-23 Zecca John Executive Vice President A - A-Award Common Stock, par value $0.01 per share 2817 0
2021-02-23 Zecca John Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 874 140.34
2021-02-23 Smith Bryan Everard Executive Vice President A - A-Award Common Stock, par value $0.01 per share 4696 0
2021-02-23 Smith Bryan Everard Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 1821 140.34
2021-02-08 Ottersgard Lars Executive Vice President D - S-Sale Common stock, par value $0.01 per share 5773 142.59
2021-02-08 Ottersgard Lars Executive Vice President D - S-Sale Common stock, par value $0.01 per share 442 142.71
2021-02-04 Smith Bryan Everard Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 1000 143.48
2021-02-04 SIBBERN BJORN Executive Vice President D - S-Sale Common stock, par value $0.01 per share 3806 144.98
2021-02-04 Griggs PC Nelson Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 1000 144.42
2020-12-31 ARNOLDI MELISSA - 0 0
2021-02-03 DENNISON ANN M Controller and Prin Acctg Ofcr D - S-Sale Common Stock, par value $0.01 per share 2034 141.44
2021-02-03 Peterson Bradley J Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 6773 141.94
2020-12-31 Zecca John Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 840 132.74
2020-12-31 Smith Bryan Everard Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 2056 132.74
2020-12-31 SKULE JEREMY Executive Vice President D - F-InKind Common stock, par value $0.01 per share 531 132.74
2020-12-31 DENNISON ANN M Controller and Prin Acctg Ofcr D - F-InKind Common Stock, par value $0.01 per share 1957 132.74
2020-12-31 Tal Cohen Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 1432 132.74
2020-12-01 Smith Bryan Everard Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 1000 130
2020-10-16 Tal Cohen Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 1025 128.87
2020-08-31 Peterson Bradley J Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 1500 135
2020-08-26 Griggs PC Nelson Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 2000 132.04
2020-08-26 Griggs PC Nelson Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 1000 133.24
2020-08-24 Peterson Bradley J Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 1540 130.29
2020-08-11 Smith Bryan Everard Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 1000 132
2020-08-10 Peterson Bradley J Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 1000 133.51
2020-07-29 Peterson Bradley J Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 1000 131.36
2020-07-06 Smith Bryan Everard Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 1000 121.49
2020-06-17 Dillard Lauren B. Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 9033 118.13
2020-06-09 Ottersgard Lars Executive Vice President D - S-Sale Common stock, par value $0.01 per share 3500 119.82
2020-06-05 Tal Cohen Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 1366 119.68
2020-06-04 SKULE JEREMY Executive Vice President D - S-Sale Common stock, par value $0.01 per share 2526 117.97
2020-05-26 Peterson Bradley J Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 3000 118.42
2020-05-26 Griggs PC Nelson Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 1930 118.21
2020-05-19 ZOLLAR ALFRED W director A - A-Award Common Stock, par value $0.01 per share 3150 0
2020-05-19 Wallenberg Jacob director A - A-Award Common Stock, par value $0.01 per share 2308 0
2020-05-19 SPLINTER MICHAEL R director A - A-Award Common Stock, par value $0.01 per share 4704 0
2020-05-19 Rainey John D director A - A-Award Common Stock, par value $0.01 per share 3328 0
2020-05-19 KLOET THOMAS A director A - A-Award Common Stock, par value $0.01 per share 3416 0
2020-05-19 Kazim Essa director A - A-Award Common Stock, par value $0.01 per share 3017 0
2020-05-19 BLACK STEVEN D director A - A-Award Common Stock, par value $0.01 per share 3328 0
2020-05-19 BEGLEY CHARLENE T director A - A-Award Common Stock, par value $0.01 per share 2308 0
2020-05-19 ARNOLDI MELISSA director A - A-Award Common Stock, par value $0.01 per share 2441 0
2020-05-18 Peterson Bradley J Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 2000 115
2020-05-18 Griggs PC Nelson Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 2000 114.06
2020-04-28 Tal Cohen Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 1903 111.27
2020-04-27 SIBBERN BJORN Executive Vice President D - S-Sale Common stock, par value $0.01 per share 683 111
2020-04-27 SIBBERN BJORN Executive Vice President D - S-Sale Common stock, par value $0.01 per share 2329 111.2
2020-04-27 Peterson Bradley J Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 1500 110.49
2020-04-27 Griggs PC Nelson Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 2000 109.87
2020-04-23 Wedenborn Lars director D - F-InKind Common Stock, par value $0.01 per share 770 103.85
2020-04-23 Wallenberg Jacob director D - F-InKind Common Stock, par value $0.01 per share 1037 103.85
2020-04-23 Kazim Essa director D - F-InKind Common Stock, par value $0.01 per share 1037 103.85
2020-04-01 Zecca John Executive Vice President A - A-Award Common Stock, par value $0.01 per share 1300 0
2020-04-01 Smith Bryan Everard Executive Vice President A - A-Award Common Stock, par value $0.01 per share 1950 0
2020-04-01 SKULE JEREMY Executive Vice President A - A-Award Common stock, par value $0.01 per share 1950 0
2020-04-01 SIBBERN BJORN Executive Vice President A - A-Award Common stock, par value $0.01 per share 1951 0
2020-04-01 PTASZNIK MICHAEL EXECUTIVE VICE PRESIDENT A - A-Award Common Stock, par value $0.01 per share 4118 0
2020-04-01 DENNISON ANN M Controller and Prin Acctg Ofcr A - A-Award Common Stock, par value $0.01 per share 2275 0
2020-04-01 Peterson Bradley J Executive Vice President A - A-Award Common Stock, par value $0.01 per share 3901 0
2020-04-01 Ottersgard Lars Executive Vice President A - A-Award Common stock, par value $0.01 per share 2384 0
2020-04-01 Griggs PC Nelson Executive Vice President A - A-Award Common Stock, par value $0.01 per share 3468 0
2020-04-01 FRIEDMAN ADENA T President and CEO A - A-Award Common Stock, par value $0.01 per share 19507 0
2020-04-01 Dillard Lauren B. Executive Vice President A - A-Award Common Stock, par value $0.01 per share 3251 0
2020-04-01 Tal Cohen Executive Vice President A - A-Award Common Stock, par value $0.01 per share 2167 0
2020-03-06 SKULE JEREMY Executive Vice President D - S-Sale Common stock, par value $0.01 per share 2755 109.44
2020-02-25 Zecca John Executive Vice President A - A-Award Common Stock, par value $0.01 per share 4258 0
2020-02-25 Zecca John Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 659 112.41
2020-02-25 Smith Bryan Everard Executive Vice President A - A-Award Common Stock, par value $0.01 per share 7507 0
2020-02-25 Smith Bryan Everard Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 1350 112.41
2020-02-25 SKULE JEREMY Executive Vice President A - A-Award Common stock, par value $0.01 per share 3368 0
2020-02-25 SKULE JEREMY Executive Vice President D - F-InKind Common stock, par value $0.01 per share 1271 112.41
2020-02-25 SIBBERN BJORN Executive Vice President A - A-Award Common stock, par value $0.01 per share 8422 0
2020-02-25 SIBBERN BJORN Executive Vice President D - F-InKind Common stock, par value $0.01 per share 3493 112.41
2020-02-25 DENNISON ANN M Controller and Prin Acctg Ofcr A - A-Award Common Stock, par value $0.01 per share 7928 0
2020-02-25 DENNISON ANN M Controller and Prin Acctg Ofcr D - F-InKind Common Stock, par value $0.01 per share 1360 112.41
2020-02-25 PTASZNIK MICHAEL EXECUTIVE VICE PRESIDENT A - A-Award Common Stock, par value $0.01 per share 20215 0
2020-02-25 PTASZNIK MICHAEL EXECUTIVE VICE PRESIDENT D - F-InKind Common Stock, par value $0.01 per share 10789 112.41
2020-02-25 Ottersgard Lars Executive Vice President A - A-Award Common stock, par value $0.01 per share 10294 0
2020-02-25 Ottersgard Lars Executive Vice President D - F-InKind Common stock, par value $0.01 per share 5868 112.41
2020-02-25 Peterson Bradley J Executive Vice President A - A-Award Common Stock, par value $0.01 per share 24519 0
2020-02-25 Peterson Bradley J Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 11246 112.41
2020-02-25 Griggs PC Nelson Executive Vice President A - A-Award Common Stock, par value $0.01 per share 12634 0
2020-02-25 Griggs PC Nelson Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 5793 112.41
2020-02-25 FRIEDMAN ADENA T President and CEO A - A-Award Common Stock, par value $0.01 per share 101079 0
2020-02-25 FRIEDMAN ADENA T President and CEO D - F-InKind Common Stock, par value $0.01 per share 49301 112.41
2020-02-25 FRIEDMAN ADENA T President and CEO A - A-Award Employee Stock Option (Right to Buy) 89606 66.68
2020-02-25 Tal Cohen Executive Vice President A - A-Award Common stock, par value $0.01 per share 5798 0
2020-02-25 Tal Cohen Executive Vice President D - F-InKind Common stock, par value $0.01 per share 1328 112.41
2020-02-03 Peterson Bradley J Executive Vice President D - S-Sale Common stock, par value $0.01 per share 2000 117.52
2020-02-03 Griggs PC Nelson Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 1466 117.87
2020-02-04 Griggs PC Nelson Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 2000 119.2
2019-12-31 KNIGHT EDWARD S - 0 0
2020-01-01 Smith Bryan Everard Executive Vice President D - Common Stock, par value $0.01 per share 0 0
2019-12-31 Zecca John Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 739 107.1
2019-12-31 SKULE JEREMY Executive Vice President D - F-InKind Common stock, par value $0.01 per share 1145 107.1
2019-12-31 SIBBERN BJORN President D - F-InKind Common stock, par value $0.01 per share 307 107.1
2019-12-31 DENNISON ANN M Controller and Prin Acctg Ofcr D - F-InKind Common Stock, par value $0.01 per share 1971 107.1
2019-12-31 Tal Cohen Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 910 107.1
2019-10-16 Tal Cohen Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 1025 98.06
2019-10-01 Zecca John Executive Vice President D - Common Stock, par value $0.01 per share 0 0
2019-09-05 Griggs PC Nelson Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 1444 101.09
2019-08-19 Ottersgard Lars Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 4861 99.14
2019-07-30 DENNISON ANN M Controller and Prin Acctg Ofcr D - S-Sale Common Stock, par value $0.01 per share 5496 96.55
2019-07-11 PTASZNIK MICHAEL EXECUTIVE VICE PRESIDENT D - F-InKind Common Stock, par value $0.01 per share 4152 104.01
2019-07-01 Tal Cohen Executive Vice President D - Common Stock, par value $0.01 per share 0 0
2019-06-17 Dillard Lauren B. Executive Vice President A - A-Award Common Stock, par value $0.01 per share 26268 0
2019-06-17 Dillard Lauren B. officer - 0 0
2019-06-10 BEGLEY CHARLENE T director D - S-Sale Common Stock, par value $0.01 per share 6160 96.54
2019-06-07 Peterson Bradley J Executive Vice President D - S-Sale Common stock, par value $0.01 per share 374 96.57
2019-06-07 Peterson Bradley J Executive Vice President D - S-Sale Common stock, par value $0.01 per share 1176 96.67
2019-05-28 KNIGHT EDWARD S Executive Vice President A - M-Exempt Common Stock, par value $0.01 per share 22059 19.75
2019-05-28 KNIGHT EDWARD S Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 22059 90.83
2019-05-28 KNIGHT EDWARD S Executive Vice President D - M-Exempt Employee Stock Option (Right to Buy) 22059 19.75
2019-05-16 Wedenborn Lars director D - S-Sale Common Stock, par value $0.01 per share 1946 90.36
2019-04-23 ZOLLAR ALFRED W director A - A-Award Common Stock, par value $0.01 per share 3401 0
2019-04-23 Wedenborn Lars director A - A-Award Common Stock, par value $0.01 per share 2565 0
2019-04-24 Wedenborn Lars director D - F-InKind Common Stock, par value $0.01 per share 835 89.18
2019-04-23 Wallenberg Jacob director A - A-Award Common Stock, par value $0.01 per share 3456 0
2019-04-24 Wallenberg Jacob director D - F-InKind Common Stock, par value $0.01 per share 1078 89.18
2019-04-23 SPLINTER MICHAEL R director A - A-Award Common Stock, par value $0.01 per share 5576 0
2019-04-23 Rainey John D director A - A-Award Common Stock, par value $0.01 per share 3735 0
2019-04-23 KLOET THOMAS A director A - A-Award Common Stock, par value $0.01 per share 3791 0
2019-04-23 Kazim Essa director A - A-Award Common Stock, par value $0.01 per share 3456 0
2019-04-24 Kazim Essa director D - F-InKind Common Stock, par value $0.01 per share 1078 89.18
2019-04-23 BLACK STEVEN D director A - A-Award Common Stock, par value $0.01 per share 3791 0
2019-04-23 BEGLEY CHARLENE T director A - A-Award Common Stock, par value $0.01 per share 2565 0
2019-04-23 ARNOLDI MELISSA director A - A-Award Common Stock, par value $0.01 per share 3512 0
2019-04-23 ZOLLAR ALFRED W - 0 0
2019-04-01 Wittman Thomas A Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 13561 88.04
2019-02-25 Griggs PC Nelson Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 1339 90.24
2019-01-29 Ottersgard Lars Executive Vice President A - A-Award Common Stock, par value $0.01 per share 11576 0
2019-01-29 Ottersgard Lars Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 6715 85.81
2019-01-29 KNIGHT EDWARD S Executive Vice President A - A-Award Common Stock, par value $0.01 per share 21364 0
2019-01-29 KNIGHT EDWARD S Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 8796 85.81
2019-01-29 Griggs PC Nelson Executive Vice President A - A-Award Common Stock, par value $0.01 per share 12461 0
2019-01-29 Griggs PC Nelson Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 4017 85.81
2019-01-29 FRIEDMAN ADENA T President and CEO A - A-Award Common Stock, par value $0.01 per share 71215 0
2019-01-29 FRIEDMAN ADENA T President and CEO D - F-InKind Common Stock, par value $0.01 per share 33589 85.81
2019-01-29 FRIEDMAN ADENA T President and CEO A - A-Award Employee Stock Option (Right to Buy) 89606 66.68
2019-01-29 DENNISON ANN M Controller and Prin Acctg Ofcr A - A-Award Common Stock, par value $0.01 per share 7763 0
2019-01-29 DENNISON ANN M Controller and Prin Acctg Ofcr D - F-InKind Common Stock, par value $0.01 per share 1272 85.81
2019-01-29 Wittman Thomas A Executive Vice President A - A-Award Common stock, par value $0.01 per share 19583 0
2019-01-29 Wittman Thomas A Executive Vice President D - F-InKind Common stock, par value $0.01 per share 8168 85.81
2019-01-29 SKULE JEREMY Executive Vice President A - A-Award Common stock, par value $0.01 per share 3114 0
2019-01-29 SKULE JEREMY Executive Vice President D - F-InKind Common stock, par value $0.01 per share 1138 85.81
2019-01-29 SIBBERN BJORN Executive Vice President A - A-Award Common stock, par value $0.01 per share 1779 0
2019-01-29 SIBBERN BJORN Executive Vice President D - F-InKind Common stock, par value $0.01 per share 822 85.81
2019-01-29 PTASZNIK MICHAEL EXECUTIVE VICE PRESIDENT A - A-Award Common stock, par value $0.01 per share 10762 0
2019-01-29 PTASZNIK MICHAEL EXECUTIVE VICE PRESIDENT D - F-InKind Common stock, par value $0.01 per share 3719 85.81
2019-01-29 Peterson Bradley J Executive Vice President A - A-Award Common stock, par value $0.01 per share 24924 0
2019-01-29 Peterson Bradley J Executive Vice President D - F-InKind Common stock, par value $0.01 per share 11541 85.81
2019-01-30 Peterson Bradley J Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 6159 85.48
2019-01-11 Peterson Bradley J Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 5841 79.96
2018-12-31 SKULE JEREMY Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 1247 81.57
2018-12-31 SIBBERN BJORN Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 626 81.57
2018-12-31 DENNISON ANN M Controller and Prin Acctg Ofcr D - F-InKind Common Stock, par value $0.01 per share 891 81.57
2018-11-28 Wedenborn Lars director D - S-Sale Common Stock, par value $0.01 per share 2500 89.94
2018-11-05 DENNISON ANN M Controller and Prin Acctg Ofcr D - F-InKind Common Stock, par value $0.01 per share 192 88.76
2018-10-29 DENNISON ANN M Controller and Prin Acctg Ofcr D - S-Sale Common Stock, par value $0.01 per share 1553 83.67
2018-08-07 Peterson Bradley J Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 1500 93.34
2018-08-01 Wittman Thomas A Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 2311 91.39
2018-07-11 PTASZNIK MICHAEL EXECUTIVE VICE PRESIDENT D - F-InKind Common Stock, par value $0.01 per share 4112 91.38
2018-05-24 Wedenborn Lars director D - S-Sale Common Stock, par value $0.01 per share 2097 91.89
2018-05-10 Wedenborn Lars director D - F-InKind Common Stock, par value $0.01 per share 899 90.37
2018-05-10 Griggs PC Nelson Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 1000 90.85
2018-05-10 Kazim Essa director D - F-InKind Common Stock, par value $0.01 per share 1258 90.37
2018-05-08 Griggs PC Nelson Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 1000 88.69
2018-05-09 Griggs PC Nelson Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 1000 90.15
2018-04-27 KNIGHT EDWARD S Executive Vice President A - M-Exempt Common Stock, par value $0.01 per share 26258 25.07
2018-04-27 KNIGHT EDWARD S Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 26258 88.2
2018-04-27 KNIGHT EDWARD S Executive Vice President D - M-Exempt Employee Stock Option (Right to Buy) 26258 25.07
2018-04-27 SIBBERN BJORN Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 136 88.13
2018-04-27 SIBBERN BJORN Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 5640 88.11
2018-04-26 Peterson Bradley J Executive Vice President D - S-Sale Common stock, par value $0.01 per share 1400 88.25
2018-04-24 Wallenberg Jacob director A - A-Award Common Stock, par value $0.01 per share 3592 0
2018-04-24 Wallenberg Jacob - 0 0
2018-04-24 SPLINTER MICHAEL R director A - A-Award Common Stock, par value $0.01 per share 5795 0
2018-04-24 Wedenborn Lars director A - A-Award Common Stock, par value $0.01 per share 2781 0
2018-04-24 Rainey John D director A - A-Award Common Stock, par value $0.01 per share 3013 0
2018-04-24 KLOET THOMAS A director A - A-Award Common Stock, par value $0.01 per share 3940 0
2018-04-24 Kazim Essa director A - A-Award Common Stock, par value $0.01 per share 3592 0
2018-04-24 BLACK STEVEN D director A - A-Award Common Stock, par value $0.01 per share 3940 0
2018-04-24 BEGLEY CHARLENE T director A - A-Award Common Stock, par value $0.01 per share 2666 0
2018-04-24 ARNOLDI MELISSA director A - A-Award Common Stock, par value $0.01 per share 3100 0
2018-04-01 SKULE JEREMY Executive Vice President D - Common Stock, par value $0.01 per share 0 0
2018-02-15 KNIGHT EDWARD S Executive Vice President A - M-Exempt Common Stock, par value $0.01 per share 13200 25.07
2018-02-15 KNIGHT EDWARD S Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 13200 79.41
2018-02-15 KNIGHT EDWARD S Executive Vice President D - M-Exempt Employee Stock Option (Right to Buy) 13200 25.07
2018-02-02 BEGLEY CHARLENE T director D - S-Sale Common Stock, par value $0.01 per share 4017 81.37
2018-02-01 Ottersgard Lars Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 6451 80.75
2018-01-30 FRIEDMAN ADENA T President and CEO A - A-Award Employee Stock Option (Right to Buy) 89605 66.68
2018-01-30 DENNISON ANN M Controller and Prin Acctg Ofcr A - A-Award Common Stock, par value $0.01 per share 3595 0
2018-01-12 Peterson Bradley J Executive Vice President D - S-Sale Common stock, par value $0.01 per share 10000 80.7
2018-01-12 Peterson Bradley J Executive Vice President D - S-Sale Common stock, par value $0.01 per share 9169 80.69
2018-01-03 Peterson Bradley J Executive Vice President A - A-Award Common stock, par value $0.01 per share 39225 0
2018-01-03 Peterson Bradley J Executive Vice President D - F-InKind Common stock, par value $0.01 per share 20056 77.66
2018-01-03 KNIGHT EDWARD S Executive Vice President A - A-Award Common Stock, par value $0.01 per share 33622 0
2018-01-03 KNIGHT EDWARD S Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 15482 77.66
2017-12-04 KNIGHT EDWARD S Executive Vice President D - G-Gift Common Stock, par value $0.01 per share 6579 0
2018-01-03 FRIEDMAN ADENA T President and CEO A - A-Award Common Stock, par value $0.00 per share 84055 0
2018-01-03 FRIEDMAN ADENA T President and CEO D - F-InKind Common Stock, par value $0.00 per share 42060 77.66
2018-01-03 Wittman Thomas A Executive Vice President A - A-Award Common Stock, par value $0.01 per share 28018 0
2018-01-03 Wittman Thomas A Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 11787 77.66
2018-01-02 Wittman Thomas A Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 861 76.74
2018-01-03 SWANSTROM STACIE EXECUTIVE VICE PRESIDENT A - A-Award Common Stock, par value $0.01 per share 5357 0
2018-01-03 SWANSTROM STACIE EXECUTIVE VICE PRESIDENT D - F-InKind Common Stock, par value $0.01 per share 2052 77.66
2018-01-02 SWANSTROM STACIE EXECUTIVE VICE PRESIDENT D - F-InKind Common Stock, par value $0.01 per share 1451 76.74
2018-01-03 SIBBERN BJORN Executive Vice President A - A-Award Common Stock, par value $0.01 per share 2801 0
2018-01-03 SIBBERN BJORN Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 848 77.66
2018-01-02 SIBBERN BJORN Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 615 76.74
2018-01-03 Ottersgard Lars Executive Vice President A - A-Award Common Stock, par value $0.01 per share 14009 0
2018-01-03 Ottersgard Lars Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 8126 77.66
2018-01-02 Ottersgard Lars Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 785 76.74
2018-01-03 Griggs PC Nelson Executive Vice President A - A-Award Common Stock, par value $0.01 per share 16810 0
2018-01-03 Griggs PC Nelson Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 6344 77.66
2018-01-02 Griggs PC Nelson Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 579 76.74
2018-01-03 DENNISON ANN M Controller and Prin Acctg Ofcr A - A-Award Common Stock, par value $0.01 per share 2407 0
2018-01-03 DENNISON ANN M Controller and Prin Acctg Ofcr D - F-InKind Common Stock, par value $0.01 per share 975 77.66
2018-01-02 DENNISON ANN M Controller and Prin Acctg Ofcr D - F-InKind Common Stock, par value $0.01 per share 510 76.74
2017-11-20 Griggs PC Nelson Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 2064 76.58
2017-11-13 Griggs PC Nelson Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 1396 74.72
2017-11-03 DENNISON ANN M Controller and Prin Acctg Ofcr D - F-InKind Common Stock, par value $0.01 per share 209 72.4
2017-08-22 DENNISON ANN M Controller and Prin Acctg Ofcr D - S-Sale Common Stock, par value $0.01 per share 1170 76.32
2017-08-18 Wedenborn Lars director D - S-Sale Common Stock, par value $0.01 per share 3045 76.13
2017-08-14 KNIGHT EDWARD S Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 14629 76.74
2017-08-10 SIBBERN BJORN Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 3000 76.17
2017-08-01 Wittman Thomas A Executive Vice President A - A-Award Common Stock, par value $0.01 per share 13372 0
2017-07-31 Rainey John D director A - A-Award Common Stock, par value $0.01 per share 2689 0
2017-05-17 KNIGHT EDWARD S Executive Vice President D - G-Gift Common Stock, par value $0.01 per share 7463 0
2017-07-28 KNIGHT EDWARD S Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 15000 74.39
2017-07-25 Rainey John D - 0 0
2017-07-25 SWANSTROM STACIE EXECUTIVE VICE PRESIDENT D - F-InKind Common Stock, par value $0.01 per share 343 72.74
2017-07-11 PTASZNIK MICHAEL EXECUTIVE VICE PRESIDENT D - F-InKind Common Stock, par value $0.01 per share 3997 71.2
2017-06-16 FRIEDMAN ADENA T President and CEO D - F-InKind Common Stock, par value $0.00 per share 28127 71.16
2017-05-10 Wedenborn Lars director A - A-Award Common Stock, par value $0.01 per share 2996 0
2017-05-10 SPLINTER MICHAEL R director A - A-Award Common Stock, par value $0.01 per share 7691 0
2017-05-10 KLOET THOMAS A director A - A-Award Common Stock, par value $0.01 per share 4119 0
2017-05-10 Kazim Essa director A - A-Award Common Stock, par value $0.01 per share 4193 0
2017-05-10 HUTCHINS GLENN H director A - A-Award Common Stock, par value $0.01 per share 4747 0
2017-05-10 BLACK STEVEN D director A - A-Award Common Stock, par value $0.01 per share 5137 0
2017-05-10 BEGLEY CHARLENE T director A - A-Award Common Stock, par value $0.01 per share 2996 0
2017-05-10 ARNOLDI MELISSA director A - A-Award Common Stock, par value $0.01 per share 4268 0
2017-05-10 ARNOLDI MELISSA - 0 0
2017-05-05 Kazim Essa director D - F-InKind Common Stock, par value $0.01 per share 1305 67.91
2017-05-05 Wedenborn Lars director D - F-InKind Common Stock, par value $0.01 per share 1305 67.91
2017-04-27 Wedenborn Lars director D - S-Sale Common Stock, par value $0.01 per share 10000 68.38
2017-03-14 SWANSTROM STACIE EXECUTIVE VICE PRESIDENT A - M-Exempt Common Stock, par value $0.01 per share 1012 20.04
2017-03-14 SWANSTROM STACIE EXECUTIVE VICE PRESIDENT D - S-Sale Common Stock, par value $0.01 per share 1012 70.76
2017-03-14 SWANSTROM STACIE EXECUTIVE VICE PRESIDENT D - M-Exempt Employee Stock Option (Right to Buy) 1012 20.04
2017-03-01 Griggs PC Nelson Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 1639 72.44
2017-02-21 Ottersgard Lars Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 4067 71.52
2016-12-31 McColgan Ellyn A - 0 0
2016-12-31 GREIFELD ROBERT CHAIRMAN - 0 0
2017-02-01 Wedenborn Lars director D - S-Sale Common Stock, par value $0.01 per share 5000 71.22
2017-02-01 Peterson Bradley J Executive Vice President D - S-Sale Common stock, par value $0.01 per share 19000 70.77
2017-01-30 FRIEDMAN ADENA T President and CEO A - A-Award Common Stock, par value $0.01 per share 124362 0
2017-01-30 FRIEDMAN ADENA T President and CEO D - F-InKind Common Stock, par value $0.01 per share 64923 68.18
2017-01-30 Peterson Bradley J Executive Vice President A - A-Award Common stock, par value $0.01 per share 59064 0
2017-01-30 Peterson Bradley J Executive Vice President D - F-InKind Common stock, par value $0.01 per share 31323 68.18
2017-01-30 GREIFELD ROBERT CHAIRMAN A - A-Award Common Stock, par value $0.01 per share 360000 0
2017-01-30 GREIFELD ROBERT CHAIRMAN D - F-InKind Common Stock, par value $0.01 per share 188491 68.18
2017-01-30 KNIGHT EDWARD S Executive Vice President A - A-Award Common Stock, par value $0.01 per share 59064 0
2017-01-30 KNIGHT EDWARD S Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 30390 68.18
2017-01-30 SIBBERN BJORN Executive Vice President A - A-Award Common Stock, par value $0.01 per share 7030 0
2017-01-30 Wittman Thomas A Executive Vice President A - A-Award Common Stock, par value $0.01 per share 19504 0
2017-01-30 Wittman Thomas A Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 9495 68.18
2017-01-30 Griggs PC Nelson Executive Vice President A - A-Award Common Stock, par value $0.01 per share 7384 0
2017-01-30 Griggs PC Nelson Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 3454 68.18
2017-01-30 SWANSTROM STACIE EXECUTIVE VICE PRESIDENT A - A-Award Common Stock, par value $0.01 per share 7645 0
2017-01-30 SWANSTROM STACIE EXECUTIVE VICE PRESIDENT D - F-InKind Common Stock, par value $0.01 per share 1390 68.18
2017-01-30 Ottersgard Lars Executive Vice President A - A-Award Common Stock, par value $0.01 per share 6768 0
2017-01-30 Ottersgard Lars Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 3926 68.18
2017-01-30 DENNISON ANN M Controller and Prin Acctg Ofcr A - A-Award Common Stock, par value $0.01 4216 0
2016-12-31 Wittman Thomas A Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 1468 66.68
2016-12-31 SWANSTROM STACIE EXECUTIVE VICE PRESIDENT D - F-InKind Common Stock, par value $0.01 per share 1547 66.68
2016-12-31 Ottersgard Lars Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 1696 66.68
2016-12-31 Griggs PC Nelson Executive Vice President D - F-InKind Common Stock, par value $0.01 per share 1402 66.68
2016-12-07 Ottersgard Lars Executive Vice President D - S-Sale Common Stock, par value $0.01 per share 7000 67.19
2016-12-05 GREIFELD ROBERT CEO A - M-Exempt Common Stock, par value $0.01 per share 66000 35.92
2016-12-05 GREIFELD ROBERT CEO D - S-Sale Common Stock, par value $0.01 per share 66000 64.89
2016-12-05 GREIFELD ROBERT CEO D - M-Exempt Employee Stock Option (Right to Buy) 66000 35.92
2016-12-01 GREIFELD ROBERT CEO A - M-Exempt Common Stock, par value $0.01 per share 40622 35.92
2016-12-02 GREIFELD ROBERT CEO A - M-Exempt Common Stock, par value $0.01 per share 4781 35.92
2016-12-01 GREIFELD ROBERT CEO D - S-Sale Common Stock, par value $0.01 per share 40622 63.58
2016-12-02 GREIFELD ROBERT CEO D - S-Sale Common Stock, par value $0.01 per share 4781 64.24
2016-12-01 GREIFELD ROBERT CEO D - M-Exempt Employee Stock Option (Right to Buy) 40622 35.92
2016-12-02 GREIFELD ROBERT CEO D - M-Exempt Employee Stock Option (Right to Buy) 4781 35.92
2016-11-29 GREIFELD ROBERT CEO A - M-Exempt Common Stock, par value $0.01 per share 48597 35.92
2016-11-29 GREIFELD ROBERT CEO D - S-Sale Common Stock, par value $0.01 per share 48597 65.26
2016-11-29 GREIFELD ROBERT CEO D - M-Exempt Employee Stock Option (Right to Buy) 48597 35.92
2016-10-31 SIBBERN BJORN Executive Vice President D - Common Stock, par value $0.01 per share 0 0
2016-11-03 DENNISON ANN M Controller and Prin Acctg Ofcr D - F-InKind Common Stock, par value $0.01 209 64.16
Transcripts
Operator:
Good day and thank you for standing by. Welcome to Nasdaq's Second Quarter 2024 Results Conference Call. At this time, all participants are in the listen-only mode. After the speakers' presentation, there'll be a question-and-answer session. [Operator Instructions] Please be advised that today's conference is being recorded. I would now like to hand the conference over to your first speaker, Ato Garrett, Senior Vice President, Investor Relations. Please go ahead.
Ato Garrett:
Good morning, everyone, and thank you for joining us today to discuss Nasdaq's Second Quarter 2024 Financial Results. On the line are Adena Friedman, our Chair and Chief Executive Officer; Sarah Youngwood, our Chief Financial Officer; and other members of the management team. After prepared remarks, we will open the line for Q&A. The press release and earnings presentation accompanying this call can be found on our Investor Relations website. I would like to remind you that we will be making forward-looking statements on this call that involve risks. A summary of these risks is contained in our press release and a more complete description in our annual report on Form 10-K. Also, please note that we will discuss our financial results on a pro forma basis and with year-on-year growth rates, which means that we are showing results versus the prior year period as if we owned Calypso and AxiomSL for all of 2023 and excluding the impact of FX. References to organic growth exclude the impact of FX, acquisitions and divestitures. Reconciliations of US GAAP to non-GAAP results can be found in our press release as well as in a file located in the financials section of our Investor Relations website at ir.nasdaq.com. I will now turn the call over to Adena.
Adena Friedman:
Thank you, Ato, and good morning, everyone. Thank you for joining us. On the call this morning, I'll provide some perspective on the external environment, discuss our strong quarterly performance highlights as well as our progress against our strategic priorities, and then I'll hand the call to Sarah to walk through the financial results in more detail. Turning to the economy in the US, we're continuing to see solid, but slowing GDP growth, along with cooling inflation and slightly rising unemployment. These data points support the potential for easing monetary policy in the coming months as the Fed continues to strive for an economic soft landing. The general stability in the US economy and the potential for a lower cost of capital going forward is resulting in modest improvements in the IPO landscape as we progress through 2024, including solid activity this week. However, investors continue to contend with external uncertainties and the timing of monetary policy shifts as well as our dynamic macro political environment. As a result, we continue to expect modestly improving IPO activity for the remainder of 2024, and our current US IPO pipeline indicates that stronger momentum is likely to manifest starting in the first half of 2025. We're also seeing stronger economic underpinnings in Europe, aided by the ECB's easing monetary policy, including improving economic prospects in the Nordics. The improvement is not yet translating into a material increase in new public issuances, but our European IPO pipeline is healthy and growing, particularly for 2025. As investors and industry participants navigate the dynamic market environment, we continue to see sustained robust trading activity in the markets as well as strong demand for mission-critical technology solutions from financial institutions globally. As a result, our markets continue to experience strong volumes, and client demand for our FinTech solutions remains consistent with trends we have seen through the cycle, which provides a healthy backdrop for continued revenue growth across our solutions suite. Now let me turn to our financial results, which demonstrate the power and resilience of our diversified business model and our ability to succeed through economic cycles. We delivered a strong quarter with $1.2 billion in net revenues, an increase of 10% year-over-year, with solutions revenues at 13% growth. Our overall annualized recurring revenue, or ARR, grew 7% to $2.7 billion. I'm particularly pleased with the strength of the performance across our business, which is a testament to the power of our platform. We're integrating the Adenza acquisition ahead of schedule and are realizing the investment thesis that underpin the transaction as we demonstrate its value for clients, shareholders and employees. Our expenses for the quarter increased 7% year-over-year, within our guidance. Our operating income grew approximately 14%. And importantly, our operating margin increased to 53%, representing over one percentage point of operating leverage while we continue to invest to support growth in our business and deliver on synergies. Turning now to a discussion of the business highlights, starting with capital access platforms. While ARR growth in the division remained at 1%, our index revenue grew 29%, resulting in overall revenue growth for capital access platforms of 10%. In Listings, we welcomed 31 operating company IPOs maintaining our strong win rate of 72% based on Nasdaq eligible listings. While the slower IPO environment remains a headwind, we're encouraged by signs of improvement, as supported by our most recent IPO Pulse Index, which is near a three-year high. Overall growth in data and listings continue to experience challenges as modest growth in market data and the slowly improving IPO environment were offset by the impact of prior year delistings. Growth in our analytics business benefited from continued demand across the investment community for actionable intelligence and increased efficiency. However, that growth was partially offset by continued headwinds in corporate solutions, resulting in more muted growth for workflow and insights. Our index business delivered another exceptional quarter with $17 billion of net inflows during the quarter, totaling $53 billion over the last 12 months. We also achieved another record in Index ETP AUM exiting the quarter at $569 billion. Turning next to Financial Technology. ARR growth across the division was 13%, including 25% in Financial Crime Management Technology, 14% in the combined AxiomSL and Calypso solutions and 9% in the combined Market Technology and Trade Management Services. The division had 69 new client signings, 96 upsells and 4 cross-sells. We also saw continued cloud adoption as 68% of AxiomSL and Calypso 's combined bookings in the quarter were cloud-based with a strong pipeline for future quarters. Turning to the specific subdivisions. Financial Crime Management Technology continued its strong momentum. We signed over 50 new clients in the SMB space, and we continue to make progress in the Upmarket segment focused on Tier 1 and Tier 2 banks. In July, we signed a new international Tier 1 bank, which is also an exciting cross-sell. Going forward, we continue to maintain a strong sales pipeline within the core SMB segment, and we have a growing pipeline of new clients and upsells among Tier 1 and Tier 2 banks. Across Regulatory Technology, we see sustained demand across both existing and new clients as financial institutions face increasingly dynamic regulatory environment, including changes in regulation globally related to asset thresholds. Among the many regulatory trends that are driving sales demand, we're pleased with our progress in signing clients around the world as they focus on implementing Basel IV and preparing to implement Basel III end game. In Capital Markets Technology, we continue to see strong demand for mission-critical technology as many of our clients focused on modernizing their infrastructure to enhance resilience and performance. For Calypso, we see robust new demand, especially in the Treasury segment in addition to cloud transformation of large-scale clients. In our Market Services division, we delivered revenue growth of 3%. We experienced healthy volumes across North America and Europe, and we achieved a sequential increase in North American options market share as well as growth in Nasdaq US equities on-exchange market share and capture. Our US index options achieved record revenues, more than doubling versus last year, due to higher capture and volumes. In our US Cash Equities business, we executed successful Russell, MSCI and S&P rebalances during the quarter, which showcased the strength and resiliency of our markets. During the Russell event, for instance, nearly 2.9 billion shares, representing a record notional value of over $95 billion, were executed in the Closing Cross, representing the largest liquidity event on the Nasdaq Stock Exchange or the Russell Reconstitution. In our European markets, the strength of our market ecosystem, as evidenced by the depth of book, breadth of participants and product innovation continues to drive market share gains. Overall, we're pleased to report a solid quarter of market services and remain focused on retaining our leading position across all of our markets. I now want to spend a few minutes updating you on how we're executing against our 2024 strategic priorities of integrate, innovate and accelerate. Starting with integrate, we have actioned over 70% of the $80 million of net expense synergies, and our leverage ratio reached 3.9 times at quarter-end, both ahead of plan. Both AxiomSL and Calypso are fully integrated into the Financial Technology division and we've established strong leadership, a well-structured operating model and a One Nasdaq go-to-market approach to ensure we're delivering for our clients with the highest level of efficiency and effectiveness. Our CRM's integration for the Calypso and Axiom solutions is now completed ahead of schedule, and this supports divisional sales coordination as well as the sales incentive program established at the beginning of the year. Importantly, across AxiomSL, Calypso and Verafin, we've been highly focused on cultural integration into the broader Nasdaq enterprise. And internal surveys continue to show that our employees are highly engaged and energized to deliver for our clients. We're also making strong progress advancing our innovate priority. We currently have approximately 50% of our employee base working with AI tools focused on enhancing productivity as well as driving our product road map. By the end of Q3, 100% of our developers will have access to AI copilot tools and we recently had over 650 employees participate in several AI hackathons across Nasdaq. During the quarter, we continued to introduce new AI capabilities within our client-facing solutions. Consistent with other Gen AI capabilities recently launched in our Verafin and Boardvantage solutions, with an investment, we have deployed a new AI-powered feature for the Market Lens module called Pension Meeting Minute Summarization. The feature provides asset managers with key insights on current and future pension fund strategies to help inform their business development and engagement priorities with top pension decision makers. We also have a strong pipeline of AI features scheduled to launch in the coming quarters, including in Market Surveillance and IR Insight. And we're seeing strong early traction in client adoption and effectiveness related to the capabilities that are already in market. Specifically, Dynamic M-ELO, the first SEC approved AI order type, which we launched in April, is driving a 20% increase in both volumes for this order type and improvement in fill rates compared to the prior static version. Verafin's integrated Gen AI feature, Entity Research Copilot, is now deployed at more than 250 clients and we expect to complete our rollout in the third quarter. Client feedback has been positive, demonstrating that the integrated copilot functionality with the integrated copilot functionality, Verafin solutions can reduce alert research time by up to 90% compared to banks that do not use Verafin. Beyond AI, we continue to drive innovation towards key growth priorities. For example, in our Index business, innovation is at the heart of our growth strategy as we extend the franchise to new markets globally, drive institutional adoption and introduce new products beyond the NASDAQ 100. During the quarter, 50% of index product launches were outside of the United States. And we're quickly gaining traction in investor adoption. In total, we launched 18 new products with our partners, including 12 ETPs and three insurance annuity vehicles geared towards our institutional clients. Additionally, we're pleased that our AI-themed ETP saw more than $1 billion of inflows over the last 12 months. Wrapping up with our Accelerate priority. The addition of AxiomSL and Calypso has significantly elevated the dialogue we have with our clients as a strategic partner. There's no better evidence of that than the early traction we're seeing in our cross-sell efforts. Since closing the transaction, we have executed on 11 FinTech cross-sells. We had four this quarter, including two cross-sells of our AxiomSL solution, two Calypso clients. This is a great start, but it's only the beginning on our journey to exceed $100 million in cross-sells by the end of 2027. Just eight months since the acquisition closed, 10% of the opportunities in our pipeline are cross-sells, and we expect this to grow sequentially. The division has several strategic cross-sell campaigns underway, which are generating strong top-of-funnel interest and underpins our continued confidence in our ability to grow cross-sell bookings over the coming years. To wrap up, we're pleased to deliver a quarter of strong results, driven by continued momentum in solutions and the power of our diversified platform to drive scalable, profitable and durable growth. Importantly, we're delivering on the Adenza acquisition thesis as our clients increasingly see Nasdaq as a strategic partner that can help solve their largest, most complex challenges. We look forward to leveraging this momentum to unlock our next phase of growth. And with that I'll now turn the call over to Sarah to review the financial details.
Sarah Youngwood:
Thank you, and good morning, everyone. In the second quarter, we made excellent progress in both the integration of Adenza and the accelerated paydown of debt. We actioned over 70% of net expense synergies six months ahead of schedule. We have also come in ahead of our accelerated deleveraging plans ending the quarter of 3.9 leverage. Turning to our second quarter results on Slide 10. We reported net revenue of $1.2 billion, up 10%, with solutions revenue up 13%. Operating expense was $539 million, up 7% within our guidance with an operating margin of 53% and an EBITDA margin of 56%. Overall, this resulted in net income of $397 million and diluted EPS of $0.69. Slide 11 shows the drivers of our 10% pro forma revenue growth for the quarter. We generated 8% outside growth on a net basis, driven by new and existing clients as well as our focus on product innovation. Overall, beta factors were 2% this quarter, driven by higher valuations in Nasdaq indexes as well as higher overall volumes in market services. On Slide 12, we had 7% ARR growth. And as part of that, we had 17% SaaS revenue growth, resulting in SaaS as a percent of ARR now at 37%, up four percentage points. Let's review division results for the quarter, starting on Slide 13. In capital assets platforms, we delivered revenue of $481 million, reflecting growth of 10%. We had another exceptional quarter for our Index business with revenue up 29%, driven by $53 billion of organic inflows in the last 12 months, including $17 billion this quarter, and market performance, both resulting in average ETP AUM of $531 billion. In addition, future volumes were up 25%. Data and Listings revenue was up 1%, while ARR was down 1%. The difference was driven by small one-time revenue benefits primarily related to listings. Revenue from higher data sales and usage, new listings and pricing offset the impact of delisting, downgrades and lower amortization of prior period initial listing fees. We expect the quarterly headwind from lower amortization of prior period listing fees to increase from an immaterial impact in 1Q '24 and approximately $1 million in 2Q '24 to about $3 million in each of the next four quarters. However, we have seen roughly 25% fewer delistings in the first half of the year versus the prior year period, suggesting that delistings should be less of a revenue headwind in 2025. Lastly, Workflow and Insights revenue was up 4%, in line with ARR growth of 4%. This was driven by continued growth in innovative analytics products, mainly Datalink and eVestment. This was partially offset by continued headwinds in Corporate Solutions. Analytics had a strong quarter with both revenue and ARR in high-single-digits. Operating margin was 56%, up one percentage point. Looking forward, we expect full year revenue growth for capital access platforms to exceed our medium-term growth outlook range with index expected to come in above its range. Workflow and Insights expected to come in below its range and with Data and Listings essentially flat year-on-year. Moving to Financial Technology on Slide 14. We had another quarter of strong growth with division revenue of $420 million, a 16% increase and with ARR growth of 13%. This performance reflects double-digit revenue and ARR growth across our three subdivisions. Financial Client Management Technology delivered 24% revenue growth and 25% ARR growth with 53 new clients in the quarter. Capital Markets Technology had revenue growth of 14% and ARR growth of 11%, on the back of seven new clients and 38 upsells in the quarter. The difference between revenue and ARR growth is driven by the timing of on-prem renewals and professional services fees. Together, Trade Management Services and Market Tech grew revenues 2%. We experienced strong subscription revenue and ARR growth, up 9% for both businesses and up three percentage points sequentially. The lower growth in revenue was due to year-over-year decline in Professional Services revenues. As we mentioned last quarter, in Market Tech, we had a very large implementation in 2023, which created a $27 million revenue benefit in the full year of 2023. And this year has resulted in subscription revenue or ARR of $11 million. We expect this year-over-year headwind to persist in Q3 and abate in Q4. Calypso had revenue growth of 34% and ARR growth of 13%. Revenue was higher than the expectation we provided in the first quarter call due to broad strength in sales activity, including a strategic early renewal, 29 upsells and five new clients. As we look forward, we continue to see solid momentum in the business and expect Capital Markets Technology revenue growth for 2024 to remain in line with our medium-term outlook. Overall, for the second half of 2024, we expect more normalized growth across the products within the division versus the first half of the year with consistent growth across quarters. Regulatory Technology had revenue growth of 16% and ARR growth of 10%, with seven new clients and 58 upsells in the quarter. The difference between revenue and ARR growth is driven by AxiomSL, which had 23% revenue growth and 14% ARR growth. The 23% revenue growth was primarily due to strong subscription revenue, including a large on-prem renewal, 29 upsells and one new client in the quarter, partially offset by a decline in professional services fees due to the timing of client deliveries. The FinTech operating margin was 47% in the second quarter, up three percentage points, including the benefit of synergy realization. As we finalize the business combination accounting for Adenza during the measurement period, let me update you on a change we are evaluating on AxiomSL. As part of this potential accounting change, we would recognize on-prem subscription-based revenue on a ratable basis over the contract term, whereas we currently recognize approximately 50% upfront. This is due to the frequency of critical mandatory regulatory updates that we implement and embed in the AxiomSL software throughout the contract term. We believe this change would enhance our financial reporting and would not change the Adenza medium-term outlook we had provided nor our ability to achieve it this year. If an adjustment is made, it would not have a material impact on Nasdaq overall, and 2Q would remain a strong quarter with FinTech revenue growth near the top of its medium-term outlook range, solutions revenue growth at the high end of its medium-term outlook range and AxiomSL and Calypso combined revenue growth above 20%. Importantly, combined ARR growth of 14% and net revenue retention of 111% would be unchanged. Specifically at the AxiomSL level, we expect subscription revenue growth to be more consistent going forward and remain in line with our medium-term outlook. AxiomSL's 2Q '24 subscription revenue growth would have been generally in line with ARR. However, the timing-related decline in professional services fees I mentioned earlier would have driven total AxiomSL revenue growth for the quarter to the low to mid-single digits. We expect to receive additional information to finalize our analysis in 3Q. And if we make the change, we will provide updated historical information by quarter for 2023 and the first half of 2024, during 3Q and ahead of reporting our 3Q earnings. Now wrapping up the divisions with Market Services. Net revenue was $250 million for the quarter, up 3%. Growth was driven by higher volumes in cash equities in both North America and Europe as well as in US options, increased capture in North America equities, US index options high growth, share gains in European equities from a very strong base and one additional trading day. This was partially offset by lower share in US options and equities, though share for options was stronger sequentially and increased over the course of the quarter. We also had lower US state revenue. Market Services second quarter operating margin was 58%, a one percentage point decline from the prior year, primarily due to continued investments in market monetization and regulatory obligations. Moving on to non-GAAP operating expense on Slide 16. This quarter was $539 million, reflecting pro forma growth of 7% or $15 million sequentially. This is within the guidance we provided on our first quarter earnings call. And as a reminder, second quarter included the impact of annual merit adjustments and equity grants. All-in, we generated positive operating leverage with an increase in both operating and EBITDA margin of over one percentage point. This included the benefit of synergies this quarter and the funding of additional revenue-related expense. We originally targeted $80 million of net expense synergies through the end of 2025. As of Q2, we have already actioned over 70% of that amount, six months ahead of schedule. The P&L benefit of the actions already taken represent approximately one percentage point reduction in expense growth in the first half of this year. Please note that the actions of 2Q and 3Q have a longer time line to expense recognition. And as such, we expect the full impact of synergies to moderate expense growth by approximately 1.5 percentage points for 2024. For the full year, we expect non-GAAP operating expense of $2.145 billion to $2.185 billion, reflecting an increase to the bottom end of the range to account for strong revenue generation, which increases variable compensation and enables us to invest in growth initiatives while also accounting for the synergy benefits realized in the year. Additionally, we continue to expect a full year tax rate of 24.5% to 26.5% on a non-GAAP basis. Turning to our capital allocation on Slide 17. Nasdaq continued its track record of strong free cash flow generation with $328 million in the second quarter, representing a conversion ratio of approximately 100% over the trailing 12 months. This takes into consideration specific onetime costs associated with the Adenza acquisition and integration. This quarter, we continued to prioritize debt reduction and are ahead of our accelerated deleveraging plan. We paid down net $174 million of commercial paper and ended the quarter at 3.9 times gross leverage versus 4.1 times last quarter. This was achieved while also increasing our quarterly dividend 9% to $0.24 per share or $138 million, reflecting a 37% annualized payout ratio, and repurchasing approximately $60 million of our shares to opportunistically take advantage of the attractiveness of our stock and start to offset 2024 employee dilution. Looking ahead, we remain focused on deleveraging and expect to pay down the remaining commercial paper balance near term while remaining opportunistic and flexible. We also remain committed to offsetting employee dilution. In closing, we are thrilled with the pace at which we are delivering and the results of our integration. We are executing on our plans with focus and discipline, building a financial technology powerhouse, driving durable growth and profitability for our shareholders. Thank you for your time, and I will turn it back to the operator for Q&A.
Operator:
Thank you. [Operator Instructions] And I show our first question comes from the line of Dan Fannon from Jefferies. Please go ahead.
Daniel Fannon:
Great. Thank you. So within Financial Crime Management, you highlighted price increases as a contributor to growth. I was hoping you could talk about pricing more generally across your businesses and specifically what maybe price contributed to the strong growth in the quarter across the various segments.
Adena Friedman:
Sure. Well, I would just say that as we've talked about in the past, price increases are different per product and kind of different from -- in terms of how we structure contracts with our clients within FinTech. So we don't provide you a very specific answer to that question. But I think that if we think about what we've said at least for the AxiomSL and Calypso products in the past is that about half of the revenue increase that we see in any given quarter comes from upgrades and upsells of our clients and the other half comes from new sales and price increases, the price changes we make within the contracts. Some of our contracts have CPI increases and somewhere -- what we would do is we would upsell our clients or increase price upon contract renewal. So that would mean that we would have a constant price for a period of time and then increased price on contract renewal. We do that on the basis of increased value to the clients or the fact that the clients themselves are growing and, therefore, they're getting more value out of the product. So that's -- it kind of depends on the product, Dan.
Daniel Fannon:
Understood. And you mentioned that 10% of the pipeline is made up of cross-sell opportunities. I guess in a lot of upsells and momentum is known, as you highlighted in the business, across a lot of the businesses. I was hoping you could talk about kind of the use cases you're seeing early within the cross-sell and maybe how those -- that dialogue is progressing from what you're having such day and where you see that momentum in terms of the actual products.
Adena Friedman:
Sure. Well, within the quarter, as I mentioned, we had four cross-sells, and two of them were selling AxiomSL to Calypso clients. And so that really comes from the fact that we have a really strong relationship with our clients. In Calypso, they have new regulatory obligations that they're having to become ready for and they've chosen to work with us. And one of the benefits we have is that we can actually -- we have a data API connector between those two products. So we can take data directly out of the Calypso platform and feed it into AxiomSL and make it much easier to implement the AxiomSL solution for those regulatory obligations. So that is definitely helping to drive demand. We also -- in terms of our cross-sell campaigns, we have one cross-sell campaign that's really focused on our exchange clients where we have clients -- where we provide clearing technology and Calypso has amazing collateral management capabilities. And so we are working with them to show the benefits of adding the Calypso collateral management into their clearing operations. I mean, then we also have, as I mentioned, the Calypso AxiomSL. And then the third one is actually looking at our Verafin clients across the United States and offering both treasury management as well some AxiomSL regulatory reporting solutions to the broader bank community. So those are the areas where we're doing strategic campaigns, and we're definitely seeing that feeding the funnel. But also, frankly, as I mentioned in July, we have one of our great Tier 1 clients for AxiomSL and Calypso has now signed up to take Verafin. So I think the strength of our relationship with them across all of our, frankly, all of our business has been a driver of having them trust us with their anti-financial crime needs as well.
Daniel Fannon:
Great. Thank you.
Operator:
And I show our next question comes from the line of Alexander Blostein from Goldman Sachs. Please go ahead.
Alexander Blostein:
Hey, good morning, everybody. Thank you for taking the question. I was hoping we could start with discussion on momentum you guys are seeing at Adenza. And you provided a number of different KPIs, both in terms of the upsells and sign -- and the number of new clients you've signed and the cross-selling. Can you help us maybe frame what the sort of KPIs mean in terms of the revenue opportunity you see on the back of these wins? So I don't know if it's a revenue pipeline or revenue backlog, you kind of set of frame around these wins. But just trying to better understand what this could mean in terms of revenue growth? Thanks.
Adena Friedman:
Yes. I mean I think that the best way to measure that is through ARR. So because the ARR, the contract values of the new sales are factored into ARR in terms of the annualized contract value. And so that as you see the ARR coming in, I think it's 13% across all of FinTech. And then we've given you the ARR growth for each of the subdivisions, it really does help you have a predictive effect on the subscription revenue that's coming in across those businesses going forward. And I think we give you a lot of the ARR figures both in the script and in the release and presentation. So I think that's what we look at in terms of the overall health of the business, the overall health of how we look at the forward potential of the subscription revenue. And then, of course, there is also the professional services revenues, and we try to give you some understanding of the dynamics there. As we've mentioned before, for the AxiomSL and Calypso combined properties, when we look at the overall outlook for the business, meaning some outlook for revenue, it's slightly below our ARR expectations because of the fact that professional services fees grows a little bit more slowly in general over a long period of time than the subscription revenues. But that's -- I think that's the way to kind of evaluate the business.
Alexander Blostein:
Great. Awesome. Helpful. So, and then on Verafin, you highlighted the Tier 1 international bank, which is I know is an important market for the firm. Can we maybe spend a little more time on sort of how you see an opportunity set and the revenue contribution from international markets shaping out for Verafin as you kind of push further into that market?
Adena Friedman:
Yes, great. Well, first of all, today, the Tier 1, Tier 2 banks, the revenue contribution is still very small because we're still signing new clients, we're implementing them. We don't start recognizing the revenue until we implement in terms of making sure that we have them up and running. And the implementation times are ranging from, I would say, six months to a year depending on the complexity of implementation. So and most of the new sales that we've had in the Tier 1, Tier 2 space have focused on payments fraud. We also have this new consortia-based check fraud solution that's really exciting that we're definitely driving demand. And as we go into the international banks, one of the things that we've been focused on, both in Canada and the UK, is looking at payments fraud across kind of what I'll call international payments fraud into their US operations in other parts of the world. But that's where we really have this incredible strength in our business and in our solution. We can cut down false positives anywhere from, frankly, 20% to 40% depending on how they implement it. We can increase fraud found, and that's been really exciting for the banks to see. We run these proof-of-concepts to prove out the solution, and it's pretty remarkable actually as to the benefit they get. Taking that proof-of-concept and turning to a contract takes time. So we are super excited to see our latest Tier 1 signed in July. The proof-of-concept was done probably by April or so, just to give you a sense.
Alexander Blostein:
Great. Awesome. All right. Thank you so much.
Operator:
Thank you. And I show our next question comes from the line of Kyle Voigt from KBW. Please go ahead.
Kyle Voigt:
All right. Good morning. Maybe just the first question on the deleveraging that's coming in ahead of expectations. You noted that repaying the additional CP is a priority, but I think there's only $50 million left on that, and I think you're generating close to $250 million plus of free cash flow for dividends. So can you just help us frame what's the preference here in terms of enacting further repurchases opportunistically on a go-forward basis after you repay the $50 million remaining or should we think about the priority really getting that net leverage lower and simply letting the cash build up on the balance sheet near term?
Sarah Youngwood:
Thank you very much, Kyle. So we remain focused on the capital priorities that we have outlined at Investor Day. So of course, always the organic growth first and then the deleveraging remains very important. So you are right that we would start with the CP and the balance that you mentioned is approximately correct. And then after that, we would be opportunistic. We, first of all, have done about half of the employee dilution-related share repurchases. So I think you would expect us to continue to do that. And we use the word opportunistic, flexible because there are other things we could be doing, which is around either debt or equity.
Kyle Voigt:
Okay. Understood. And then just a follow-up, and I hate to use this as a question, but I just wanted to clarify something specifically that you said, Sarah, on the Listings business. And I know you said $3 million of initial listings amortization headwind starting in the third quarter and the fourth quarter. Just can I clarify, is that on a year-over-year basis? Or are you talking about an incremental $3 million headwind on a sequential basis in 3Q and then another $3 million sequentially in 4Q?
Sarah Youngwood:
So what I gave is that in 2Q, it's $1 million year-on-year. And then in 3Q and after for the following three also, it would be $3 million. So you could add two on the sequential, but it's year-on-year. So $3 million year-on-year, $1 million becomes $3 million between 2Q and 3Q.
Kyle Voigt:
Understood. Thank you very much.
Operator:
Thank you. And I show our next question comes from the line of Michael Cho from JPMorgan. Please go ahead.
Michael Cho:
Hi. Good morning. Thanks for taking my question. I just wanted to follow up on Verafin as well. Just Adena you talked through kind of the proof-of-concepts going and kind of the, it seems like it would seem like a pretty quick turnaround for the most recent Tier 1 from April and to planning in July. I mean, can you just give any more color around the pipeline and the additional proof-of-concepts you're undertaking right now for the Tier 1 and Tier 2 clients? And then just like broader, longer term, like what do you think the right pace of new client additions should be for this cohort of Tier 1, Tier 2 clients as we look further down the road as that sales force scale as well?
Adena Friedman:
Yes, sure. Yes. So right now, we've actually had an increasing number of POCs and we're -- we don't give specific numbers, but it's a really healthy number of clients evaluating our solution with the proof-of-concepts that we have underway. Over time, we'd like to actually think we won't have to run as many because we'll have proven the solution out enough times across clients that it just becomes something that people fully understand and they don't necessarily need a proof-of-concept, which is why we're -- right now that number is building as we're gaining more traction, we're signing clients. More clients are curious about it and they want to understand the benefit to them. But over a period of years, we'd like to think that it will just become part of the flywheel. So I would say right now, we should continue to expect a small number of clients over a period of a year, not necessarily every quarter, as we've kind of shown, but hopefully, we're going to see more momentum and more regular signings in the years ahead. So it just -- it builds on itself. And that certainly has been the experience of Verafin over time, and they leg into a new segment of the banking industry. They'll get 1s or 2s kind of in a quarterly basis, it will start to trickle in and then it starts to become more of a regular pace. And then they start to really demonstrate the strength, particularly with the consortium data that they have that really kind of feeds on itself and, therefore, it gains momentum. But I can't give you a specific, I wish I could, give you a specific understanding of how much time that would take. But we're definitely measuring in a period of years at a time like how do we gain more momentum, how do we sign more clients in the years to come. But that's about as much color as I can give you right now.
Michael Cho:
Okay. No, that's great. Thank you. And then just for a follow-up, just inside Capital Markets Tech within FinTech, clearly, some good revenue tailwinds passing there. I mean I think you've called out a few moving pieces there, but can you just watch out maybe the quarterly -- quarter-to-quarter uptick in revenues and if there's anything onetime or large from clients there? And then I think you also mentioned maybe like more normalized quarterly year-over-year growth in the second half versus first half. Can you just flesh that comment as well? Thank you.
Sarah Youngwood:
Sure. So basically, what we had is really a broad momentum across our businesses, but specifically here also in the Calypso where we had one of strategic early renewal, but also 29 upsells and several new clients and so it was five new clients. And so as you look forward, you are going to continue to see solid momentum in the business. And we told you also that 2024 would remain in line with our medium-term outlook. But of course given the type of first half we have had, I think, it was not a surprise that we mentioned that we would expect more normalized growth across the products within the division versus the first half of the year. And also we pointed out consistent growth across quarters. And so this is what we said at the Capital Markets Technology revenue level.
Adena Friedman:
Yes. And I just want to make sure, it was actually within the subdivision, which is the Capital Markets subdivision. Yes.
Michael Cho:
Okay. Great. Thank you.
Adena Friedman:
Sure.
Operator:
Thank you. And I show our next question comes from the line of Patrick Moley from Piper Sandler. Please go ahead.
Patrick Moley:
Yes. So I just wanted to go back Adena to your comments on the IPO environment. It sounded like you said that you expected the landscape to sort of improve throughout the remainder of the year, but you didn't expect it to manifest until the first half of 2025. So could you maybe just clarify your expectations for the rest of this year and when you expect that to show up in the financials?
Adena Friedman:
Sure. Well, I think we've seen a modest improvement year-over-year. I think in a way, I think we've all been surprised by the fact that you've got strong market performance in general, but a continued, I would say, muted IPO environment. Now we are seeing a very good week. We have the largest IPO of the year happening today, and we had another great IPO yesterday. But I think that we still are seeing it coming trickling in like that, not necessarily a steady stream of IPOs coming to market in size. And so as we look out over the pipeline and certainly, the conversations we've had with clients, we do think that we'll continue to see a modest improvement year-over-year in the IPO environment, which, of course, last year was not a strong year. But as we -- a lot of the conversations we're having, particularly in the technology space, has been more geared towards the first half of 2025. Now that's changed, right? So if we can -- if there's some positive momentum that happens in the economy, positive things that are happening as we go through the fall, I think you could see the door opening up because more and more companies are getting ready to go out. But I'd still think a lot of them are thinking that they'll wait past the year and go in 2025.
Patrick Moley:
Okay. Great. And then just a follow-up on index options, you're seeing really strong momentum there. I think you mentioned that revenues have doubled versus last year. Volumes were up, I think, 50% year-over-year. So it does seem like you're taking price there. Could you maybe just update us on the broader vision for index options in Nasdaq and maybe your approach to pricing potentially at the expense of not picking up as much market share as you'd like? Just kind of how you think about that.
Adena Friedman:
Well, I think, first of all, we're really excited about how the index options business is developing. And I think that the trading ecosystem as well as investors are recognizing the benefits of being able to hedge their index exposure through the options market. And obviously, we've seen that with other index franchises, but now with the NASDAQ 100, we're really building momentum and leveraging both futures, where futures volumes were up 25% year-over-year a quarter, as well as in terms of the options business. And now you have more ability to do that. So very excited about where that's going. It is something where we have it as a premium part of our options franchise because I think that the benefits that our clients are getting from the hedging capabilities are very strong. And so it kind of warrants the fees that we charge there. It is not having a -- that's not having an impact on demand. The demand is really strong and continuing to grow. Now we've done a lot of work. There's been a lot of leg work over the last several years to build up an understanding of the options, how to use hedging. We have a data capability that we give out, we provide to the clients to help them understand just do a lot of analytics on it to help them understand how to use the options the right way. And so the educational process we've had, frankly, over three years, I think, is really now paying off. And we expect to continue to grow. We will be looking at additional indexes, additional indexes that we want to bring on to our index options franchise. But even now, the other thing I would mention is that there's also a really pulled flywheel back to the index business. So the index team and the options team have been working hand-in-hand to make this work really well because there's benefit back to the institutional community with index and their ability then to have better hedging tools and their ability, therefore, to adopt our index products more successfully. So that's another part of the flywheel that's coming out of this.
Patrick Moley:
Very helpful. Thanks, Adena.
Adena Friedman:
Sure. Thank you.
Operator:
Thank you. And I show our next question comes from the line of Craig Siegenthaler from Bank of America. Please go ahead.
Craig Siegenthaler:
Thanks. Good morning, everyone.
Adena Friedman:
Good morning, Craig.
Craig Siegenthaler:
So we had a question on Solovis. Back in May, Bloomberg reported that you're considering a sale of Solovis and while this could help you reach your financial leverage target faster and maybe the next deal. We were just curious, given the news because Solovis is strategic fits pretty well within your objective to provide software data and other services in the financial service ecosystem. And arguably, there's other businesses, maybe like the Nordic Exchange, which doesn't fit as well. So I was just wondering if you could comment on the potential for Nasdaq to sell existing businesses. Thank you.
Adena Friedman:
Yes. So I won't comment on any particular rumor that's out there. But I would just say this, we do a very detailed review every year of our capital allocation. We look at our businesses strategically, financially across several different factors and evaluate how each one of them fits into our overall client experience and making sure that we're always the right owner for the businesses. And as you've known since I became CEO, many years ago now, 7.5 years ago, we've made decisions to divest of certain businesses where either we're just not the right owner of the business because our clients are not seeing us as a strategic owner. They might see us as an owner. They definitely understand that we own the business, but they might not necessarily strategic to our franchise or we have capital allocation priorities that really skewed towards different parts of our business. In terms of you know you did mention areas of our business. I would say, I do want to say one thing. We view our Nordic business to be very strategic to Nasdaq. And I've said this on prior calls, the Nordic Exchange business, they are the best exchanges in Europe. The innovation ecosystem that exists in the Nordic is incredible and very consistent with the US. And I would say that we do a great job of operating those markets and we're really proud to be the operator of the Nordic market. The other thing is the team there is really contributes a lot to our broader technology business. So we deploy members of the Nordic team out to work and help our market tech clients around the world. We have a great set of clients in the Nordics that are now wonderful clients in our FinTech solutions. So there's a lot of strategic intersection with our Nordic business. I do want to provide a defense of that. But generally, Craig, we do this work, and we make these decisions over time because that we look at it as in terms of the long-term strategic fit to Nasdaq.
Craig Siegenthaler:
Thank you, Adena. And just I had a follow-up on the response to the last question on index options and specifically the NASDAQ 100 Index. What is your desire and ability to expand NDX with zero DT options? And then also with rising retail engagement and there's a lot of interest around tech overall, so it fits perfectly in here. I was curious on your comment about launching other indexes. I'm just curious in terms of what you could do there.
Adena Friedman:
Yes. I mean, we always look at our index products that we think, as you mentioned, have really strong retail appeal, but also institutional appeal, where they're large enough and there's enough assets in there to drive liquidity into a future or an options product. And really looking at it from a hedging perspective. We have a whole range of index products beyond the NASDAQ 100. We have thematic indexes in terms of different technology trends like cloud and IT security, AI. We have thematics across different investment strategies like momentum strategies, dividend strategies, things like that. And so to the extent we think that there actually could be a trading ecosystem we could build around that, we will consider it. I don't -- we don't have any particular index product right now that we're targeting. But I would say that we do a lot of great analysis on that. And then in terms of how we structure the options and how we look at option duration, we will obviously evaluate that in the context of investor appetite and we'll work with the SEC on that when appropriate.
Craig Siegenthaler:
Thank you.
Operator:
Thank you. And I show our next question comes from the line of Alex Kramm from UBS. Please go ahead.
Alex Kramm:
Yes. Hey, good morning, everyone. Just wanted to come back to what you called out on Calypso or Capital Markets with that early strategic renewal. Can you just explain what exactly happened there? Why? And is that something that we should expect more often? And then maybe related to that, on the impact side, looks like ARR up $25 million quarter-over-quarter in that segment. Can you dimensionalize how big that renewal specifically was? Also on the transactional side, you beat me pretty handily, so maybe more than $10 million. Is it all related to that? So just trying to understand how big some of these individual renewals could be. Thank you.
Adena Friedman:
Yes. So I'd actually say that having early renewals is not totally unusual, right? I mean, if we call it out just because it was -- we're really excited about the fact that we had a strategic client who chose to renew early and extend their contract. And I think that it's something that we're proud of. Now with, as we mentioned, with Calypso revenue, just to remind everyone, our view is that ARR is a very good reflection of how you should look at the overall health of the business, the stability. Because of the fact that the license fees, you have half the license revenue recognized upfront and half recognized over the life of the contract. But our cash revenue, how we get the cash in the door and the overall ACV value of those contracts is better reflected in ARR. So we continue to see the ARR being very stable, very healthy. We think that's fantastic. We will have events like this early renewal that happened on occasion. We also had, as we mentioned, five new other clients, 29 upsells, all of that, Alex, contributed to the strong revenue in the quarter. But over time, I think, as Sarah was saying, over time, kind of looking at ARR is a better reflection of the overall growth characteristics of the business. I think it's a better way to look at it over time as opposed to in a single quarter.
Sarah Youngwood:
Yes. The only thing I would add is, by definition, ARR impact of a renewal is not as much as a new client or an upsell. And then so if you were focused on why we had a good performance on ARR at Calypso or in Capital Markets deck, it was really because of the breadth of everything that has happened.
Alex Kramm:
That's helpful. Thank you very much. And then secondarily, topic that we talked about a lot a few years ago on the back of a strong listings environment that we had at that point, there was a lot of excitement around eventually getting IR solutions on the back of that when those start paying. I know, obviously, there's been a decent amount of delistings since then. So I guess this is not really coming through, but maybe you can just tell us where we are in that, if you're still seeing a decent amount of upsells? Or is that, unfortunately, it's just not coming to fruition given the kind of companies that were listed three years ago or so?
Adena Friedman:
Actually, we are seeing conversions of our clients to paying clients at the end of the free period. So that is still happening, Alex. But I think that there are other headwinds. So a few things to mention on IR services, and I would actually say this across Corporate Solutions. So the first thing is that we obviously gain new clients through IPOs, right? So that's one of the avenues for us to gain new clients, whether that's for our IR solutions or ESG solutions and our governance solutions. So that is definitely a funnel, a pipeline for us. Now some they then become paying clients on their base services over a period of two to four years, depending on the kind of the way that the IPO is structured. But we also can upsell clients in that period of time. So when you have a healthy IPO environment, you have new companies coming in, and then you're showing them the base services and you can upsell them on new services, that really does become a really nice flywheel right after the IPO. And then you have an additional opportunity when, as you mentioned, the IPO package rolls off. And those IPO packages are rolling off. And so we are still seeing that happen. But the flip side of it is when you have delistings, then you have paying clients who are no longer listed, and that obviously creates churn. And you have other clients who are continuing to take the services, but they are -- they're maybe taking fewer services because their IR budgets are being squeezed. And so that's becoming the contra, I'll call it, the contra flywheel of having more delistings. I would say when we look at the overall conversion rates, they are lower than what we've seen on an average basis. But they are -- but I think that's partly because of the fact that some of the companies are delisting. But those who are seeing this, they were seeing relatively normalized conversion rate.
Alex Kramm:
All right. Great color. Thank you so much.
Adena Friedman:
Sure.
Operator:
Thank you. And I show our last question comes from the line of Owen Lau from Oppenheimer. Please go ahead.
Owen Lau:
Hi. Good morning. Thank you for taking my questions. So for AI, you have many initiatives going on. And when we look at Dynamic M-ELO, you highlighted a 20% increase in both volumes and improvement in fill rate. Could you please talk about how it could impact your market shares and financials over time and how difficult it is for your client -- for your competitor to launch similar products? Thanks.
Adena Friedman:
Thanks, Owen. Well, I'd say on the first question, this is kind of a specialized order type. So it's not going to be something that's going to have a massive effect on market share, but it is a premium product. So our clients get a huge value out of it. It's a really nice way to get a higher fill rate in size at the midpoint. So it's a really -- it's a premium product in terms of the pricing that we charge. So it's more of a revenue opportunity than it is a market share opportunity. In terms of being able to replicate it, we do provide in our filing and explanation of how we do it. But I would tell you that it took several years for us to fine tune it with our AI team, data science team. It's actually quite complicated and complex to structure the right way, to make sure you're getting the right outcomes. We're constantly fine-tuning the various data points and the weightings of those data points as to how they're affecting the timer on the product. So I would say it's actually extremely hard to replicate, even though kind of look at it like the formula is available, but how you actually manage that formula is very much a part of the greatness of our technology division, frankly.
Owen Lau:
Got it. And then for Financial Crime Management Technology, we heard that some other enterprise software companies had to lower the ARR guidance because of some uncertainty in the macro environment, but the momentum in your business seems to be quite robust. And you highlighted the new Tier 1 clients signed in July. Could you please remind us how Verafin could fare or grow in different macro environments? Is there any reason we should be worried about if the macro environment turn? Thanks.
Adena Friedman:
Sure. Well, I would actually talk about, let's talk about the FinTech level, and then we can talk about it in specific areas. But the way that we look at our FinTech solutions is we provide mission-critical technology that helps clients manage risk, manage their regulatory obligations and manage criminals out of their networks, as well as providing core capital markets technology to the entire exchange ecosystem. So it is -- to us, those are very durable, durable kind of demand drivers. Managing risk, as the world gets more complicated, the world gets more risky. And I think our ability at a global scale, on a global level to be able to help our clients manage risk in their trading books, in their treasury operations in their capital obligations, as well as also the managed risk in markets is just -- it's tremendous, honestly. And so I think that has actually been a really great demand driver. I think that as we look at the regulatory obligations, those are extremely durable around the world. Different regulators go at different paces, but there's always regulation that's changing. Now changes, it's really changes in regulations that drive demand as well as the growth. If banks are growing and expanding their businesses into new countries, that also drives great demand. And so those are things that are also quite durable. I think then on anti-financial crime, as we've mentioned before, it's a $3.5 trillion problem between anti-money laundering and fraud, we are just getting started. And so it's not just the fact that the TAM is really large, the total market opportunity, but our solution is unique. I think our solution is remarkable in terms of the way that we bring data together, the way that we are able to look at consortium data in a way that really allows us to be very curated in the topologies we apply using AI and in automating workflows to make it as efficient as possible, then I think that creates a great opportunity for us. And we're only really in North America today. So we have a lot of opportunity globally there. So I think, Owen, that we've chosen to get into this business in a way with very specific ambitions to be that solutions provider of their most complex challenges that the banks face in all economic environments and that is what we think is going to create durable growth for us.
Owen Lau:
Got it. Thanks a lot.
Operator:
Thank you. That concludes our Q&A session. At this time, I would like to turn the call back over to Adena Friedman for closing remarks.
Adena Friedman:
Thank you. Well, as you heard this morning, Nasdaq continues to make progress on our three key priorities of integrate, innovate and accelerate. And through our complementary and integrated solutions, Nasdaq is delivering consistent growth, and the One Nasdaq strategy is accelerating our evolution as a trusted technology provider to the financial services industry. We look forward to updating you on our strategic progress in the quarters to come. And thank you all for joining and have a great day.
Operator:
Thank you. This concludes today's conference call. Thank you for participating. You may now disconnect.
Operator:
Good day and thank you for standing by. Welcome to Nasdaq's First Quarter 2024 Results Conference Call. [Operator Instructions] Please be advised that today's conference is being recorded.
I would now like to hand the conference over to your first speaker today, Ato Garrett, Senior Vice President, Investor Relations. Please go ahead.
Ato Garrett:
Good morning, everyone, and thank you for joining us today to discuss Nasdaq's First Quarter 2024 Financial Results.
On the line are Adena Friedman, our Chair and Chief Executive Officer; Sarah Youngwood, our Chief Financial Officer; John Zecca, our Chief Legal, Risk and Regulatory Officer; and other members of the management team. After prepared remarks, we will open the line for Q&A. The press release and earnings presentation are on our website. We intend to use the website as a means of disclosing material nonpublic information and complying with disclosure obligations under Regulation FD. I would like to remind you that certain statements in this presentation and during Q&A may relate to future events and expectations and constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. Information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press release and periodic reports filed with the SEC. Further, any references to organic growth will exclude the impact of changes in FX rates and the impact of acquisitions and divestitures, which this quarter is substantially all related to AxiomSL and Calypso. The financial results of these businesses are included in Solutions revenue, within the Financial Technology division. Also please note that we will discuss certain financial results on a pro forma basis, which means that we are showing the results as if we've included Calypso and AxiomSL results in the first quarter 2023 and excluded the impact of changes in FX rates. Reconciliations of U.S. GAAP to non-GAAP results can be found in our press release as well as in a file located in the Financials section of our Investor Relations website at ir.nasdaq.com. I will now turn the call over to Adena.
Adena Friedman:
Thank you, Ato. And good morning, everyone. Thank you for joining us.
Today, my remarks will cover the following areas:
our outlook on the external environment as well as highlights from our first quarter financial and operational performance, including innovation milestones and key progress updates on our cross-sell efforts and synergies. I will then turn the call over to Sarah for a review of our financial results. I'll start with our outlook on current economic environment.
Recent data, including sustained consumer spending and labor force strength, suggests that the U.S. economy remains resilient despite heightened geopolitical risks and a higher cost of capital. The U.S. markets are generally performing well, reflecting that economic resilience as well as the potential future productivity benefits that derive from the adoption of generative AI and other sector-specific performance trends. This strength in the U.S. economy has U.S. growth projected to outpace other advanced economies. As such, economists continue to expect a soft lending in the U.S. Although other advanced economies are seeing slower growth, recent data shows improvement in manufacturing and services, particularly in Europe. Global inflation has trended sharply lower over the last year, although it is starting to show some signs of persistence as it moderates globally. Markets are still expecting rates to begin to decline later this year in most major markets, which will be a positive for corporates and for the real estate sector, including new homebuyers. With the strength of -- in the markets, we've begun to experience an uptick in IPO activity. In the first quarter, the U.S. markets welcomed 39 operating company IPOs, the most in 2 years, highlighted by 9 IPOs with market caps in excess of $1 billion. Additionally, as we referenced in our most recent Nasdaq IPO Pulse Index, we're seeing 5 out of 6 leading indicators of future IPO activity continue to improve, suggesting an improvement in the U.S. public equity capital raising environment over the coming months. As we look towards the remainder of the year at Nasdaq, we see a healthy pipeline of exciting companies preparing to enter the public markets. But their time lines will be dependent upon continued strong economic and market performance. Taking a closer look at Nasdaq's business environment, we continue to capitalize on attractive opportunities for sustainable growth through our diversified business platform that is well positioned to succeed through economic cycles, as evidenced by our solid first quarter performance with double-digit growth in our Solutions revenues. We've aligned our business against key industry-shaping megatrends, the modernization of markets, the transformation of the investment landscape, the drive towards sustainability and increasing financial services investment in resilience and risk management, where we are uniquely positioned to capitalize on strong, sustained client demand, which we'll cover throughout our call today. Before we move on to our financial results, I want to mention Borse Dubai's recently completed secondary offering of Nasdaq common stock. Specifically, Borse Dubai sold a position of their stake representing approximately 5% of Nasdaq's total shares outstanding. The secondary transaction priced on March 19 and closed on March 22, with strong investor demand resulting in an oversubscribed transaction. Following the transaction, Borse Dubai continues to hold just over 10% of Nasdaq's total shares outstanding. Additionally, Essa Kazim, the Chairman of Borse Dubai, will continue as a valued member of Nasdaq's Board of Directors. Our relationship with Borse Dubai is multifaceted, spanning many years, and Nasdaq continues to be a trusted technology provider and brand partner to Borse Dubai. We look forward to their continued support as a shareholder of Nasdaq, as their insights and contributions have and will continue to shape our path ahead. Turning now to our financial results. I'm pleased to share Nasdaq's solid financial performance for the first quarter of 2024 with strong double-digit growth in Solutions revenues. In the first quarter, we achieved $1.1 billion in net revenues, an increase of 7% compared to the prior year quarter on a pro forma basis. We delivered 13% pro forma revenue growth across our Solutions businesses during the quarter. In addition to strong performance across our Financial Technology division, our Index business had a stellar performance in the quarter. Our annualized recurring revenue, or ARR, increased 7% year-over-year on a pro forma basis to $2.6 billion. Across the company, we supported revenue growth and continued investments while delivering a 53% operating margin for the quarter. This represents a 1 percentage point of operating leverage against the prior year quarter both on a pro forma basis and when excluding Adenza. Our solid performance in the first quarter of 2024 illustrates our continued ability to execute against our strategic vision, delivering value and growth to our clients and shareholders amid a dynamic operating environment. Now let's review the highlights of our operational accomplishments and client successes by division, starting with Capital Access Platforms. In the Capital Access Platforms division, we delivered 15% growth highlighted by outstanding performance in our Index business. With the strong close to 2023 and subsequent market rally at the beginning of 2024, our Index business had an exceptional momentum in the first quarter. The Nasdaq-100 reached record highs multiple times during the quarter. And we are pleased to announce that our Index business overall crossed the $500 billion threshold in ETP AUM for the first time during the quarter, finishing the period at $519 billion. Over the last 12 months, we saw $46 billion of net inflows, including $21 billion just this quarter alone. We also worked with clients to launch 29 new products tracking Nasdaq indices, demonstrating our steadfast focus on innovation and global distribution. This momentum contributed to our Index business delivering 53% growth, which represents 38% year-over-year core revenue growth in the quarter as well as a onetime item that Sarah will describe. This quarter also marked the 25th anniversary of the Invesco QQQ ETF, representing more than 2 decades of providing investors with access to some of the world's most innovative companies within our Nasdaq-100 index. In addition to this milestone, we were honored to be named the Index Provider of the Year by etf.com, which further validates our efforts to improve investor outcomes through product introductions, innovation, performance and support. Our Data and Listings business was up 1% year-over-year, as global growth in our data business was offset by headwinds from delistings and a muted IPO environment. In the first quarter, our U.S. listings business achieved a 69% win rate when considering Nasdaq-eligible operating company listings. In total, we welcomed 22 operating company IPOs, raising nearly $4 billion in proceeds, including Kaspi.kz, Astera Labs and BrightSpring Health. In addition, 4 companies, representing $9 billion in market value switched their listings to Nasdaq during the quarter, including SAIC. In our data business, we continue to make progress with the signing of new customers to enterprise agreements, with additional growth driven by our international expansion strategy, reflecting the importance of creating a frictionless data experience with multiple delivery capabilities for our global client base. Turning to our Workflow and Insights business, which grew 4% year-over-year. We saw continued weakness in Corporate Solutions as lower sales in 2023 will continue to have an impact on our financial performance in 2024. While our sales cycles have been starting to improve over the last 6 months, they continue to be meaningfully longer than what we experienced in 2021 and the first half of 2022. New sales are also impacted by a persistent lower -- slower IPO environment. We are generally able to demonstrate the value of our IR and ESG solutions beyond the complementary IPO package to newly listed companies once they've had a few months to experience the rigor of the public markets. While we're encouraged by the early signs of an improving IPO environment, any IPO market improvements that we may experience in the coming quarters will take time to translate into improving sales and revenue results for our Corporate Solutions business. In our Analytics business, we achieved high single-digit growth in the quarter. And we continued to deepen our strategic alliance with Mercer, one of the largest global investment consultants. During the quarter, Mercer incorporated our new eVestment ESG Analytics for asset manager diligence and insights into their assessment process. We're excited about this expansion and see additional opportunity to deepen and expand our partnerships with the asset management community going forward. Across both Analytics and Corporate Solutions, our proprietary data remains a strategic differentiator. For example, in Analytics, we continue to develop innovative data products in our Data Link offerings that are attractive to traders and the investment community. And we have solid growth in our Market Lens product offered through our eVestment platform. We're also focused on enhancing our products through the use of AI. In Corporate Solutions, we're advancing Nasdaq Boardvantage with AI-powered workflow tools and are collaborating with Microsoft's ICONIC AI Incubation Lab on a series of planned AI-enabled features. As part of this partnership, we're launching a new capability that creates executive summaries for Board members and supports corporate secretaries in preparing and summarizing Board documents. We're currently testing this feature with clients in a beta release. Turning next to the Financial Technology division. We delivered 10% growth in the quarter. Overall, we're encouraged with the very strong client response and engagement across the new division, which further reinforces our view that our clients are looking for strategic partners that can help them navigate the complexities across the financial system and operate more efficiently. As part of the transition of the Calypso and AxiomSL businesses to Nasdaq, we hosted our first-ever Financial Technology conference in New York City earlier this month. The event brought together more than 170 clients from over 80 accounts. Feedback from the clients was positive, highlighting their belief that Nasdaq is the right owner and a trusted partner that will invest in the Calypso and Axiom offerings to fuel both the next wave of modernization and help them mitigate, manage and capitalize on today's environment. Through the event, clients were educated on the Nasdaq organization, the product road map strategy for the AxiomSL and Calypso offerings and on Nasdaq's comprehensive suite of solutions. This has created new commercial conversations that the team is currently pursuing. Now let's turn to our performance highlights, starting with the Financial Crime Management Technology business, where we achieved 23% revenue growth and 24.5% ARR growth over the prior year quarter. We advanced our leadership position among small- and medium-sized financial institutions, signing 28 new clients during the quarter. As a reminder, the fourth quarter is our biggest bookings quarter each year, and we have a strong pipeline of sales targets to execute on as we progress through the year. We also continue to fight -- to advance our fight against financial crime with the full production launch of our first -- of the first of our AI copilot tools that we're calling Entity Research Copilot. This tool, which is offered through the Bedrock platform at AWS, offers -- fully automates workflows with generative AI to improve investigator efficiency. By automating tasks related to research, summarization and documentation, Verafin offers significant efficiency gains that allow banks to scale their crime-fighting efforts without increasing headcount and enables them to shift resources and investment to higher-value activities and more complex investigations. We're encouraged by early user results, which showed these enhanced solutions -- through these enhanced solutions, Verafin delivers up to a 90% reduction in alert review time for investigators compared to legacy approaches. We rolled out this new capability in Verafin through a beta program in the second half of last year, and we announced this week that we're moving to full production and rolling out availability to all of our bank clients. Next, I'll discuss the Capital Markets Technology, which is comprised of our trade management services, market technology and Calypso businesses. Overall, Capital Markets Technology grew 6% year-over-year, with 9% growth in ARR. Calypso had a particularly strong performance, with total revenues and ARR growth both demonstrating strength in client demand for our solutions. Calypso had 25 upsells and 1 new client sale during the quarter. While we're early in our journey of unlocking the cross-sell opportunities across the division, we executed on an opportunity with a client who was looking to adopt a data connector between Calypso and AxiomSL, which highlights the synergies between these 2 products. Now market technology had a more challenging quarter, largely due to a tough comparable quarter in 2023. We experienced solid growth in ARR but a decline in revenue from professional services primarily because of a significant delivery fee that we received in the first quarter of 2023. Within market technology, we accelerated our strategy to modernize markets by bringing leading technologies to our customers. We signed agreements to upgrade 3 matching engine clients to our next-generation platform during the quarter, and we launched a large global clearing and custody provider to the Nasdaq risk platform. Let's turn now to our Regulatory Technology business, which is comprised of our AxiomSL and surveillance businesses where we delivered 11% growth. Our AxiomSL business experienced strong sales and renewals throughout the first quarter. The product had 20 upsells during the quarter and 1 new client sale. With the upsells, we had 3 new ESG sales to G-SIB clients. In our surveillance business, we had 26 upsells and 5 new client sales during the quarter. Across the business, we saw continued cloud adoption, with 55% of total NTS clients now in the cloud at the end of the first quarter, which represents an increase from the end of last year. As we reflect on the Financial Technology division's first full quarter, we're very pleased with our financial and operational performance. We delivered revenue growth in line with the medium-term outlook that we announced at Investor Day, with strength across many areas of business as well as continued innovation in our product offerings. Since the formation of the Financial Technology division, we've executed on 6 cross-sells, including 1 this quarter, highlighting the strength of our One Nasdaq go-to-market approach. In addition, we have multiple cross-sell campaigns underway, and we're pleased with the growing share of cross-sell opportunities within our pipeline. As such, we're showing early progress towards our 2027 $100 million-plus cross-sell target. Moving to Market Services, where we're navigating a complex market backdrop, particularly against a strong 2023 first quarter comp, we're experiencing 9% decline in revenue. The U.S. options business had a lower-revenue quarter due to lower volatility compared to the prior year quarter, which included turbulence in the banking system as well as increased competition in U.S. options from new entrants and shifts in retail activity resulting from the lower-volatility profile. Despite these headwinds, Nasdaq maintained its market share lead over the #2 operator in U.S. multi-listed equity options. And our proprietary U.S. index options products, notably NDX, continued to gain strength with record revenues, volume and share. In the Nasdaq Stock Market, we're also pleased to confirm the launch of Dynamic M-ELO, which commenced its rollout across symbols on April 15, with the rollout scheduled to be completed by mid-May. As we've discussed previously, Dynamic M-ELO is the first SEC-approved AI-powered order type designed to improve fill rates and create greater efficiency for our investors. In Europe, where overall market liquidity continues to be challenged, we were able to maintain strong share and capture across our equities, derivatives and fixed income markets as we continue to add value to our clients through our data analytics and new trading products. We also continue to advance our efforts to bring transparency to nascent markets. Early in the second quarter, Puro.earth released a new report tracking the rapid expansion of global carbon removal markets over the last -- over the past years. With Puro.earth as well as our carbon market technology, we experienced strong growth in volumes and revenues as the market continues to mature with greater supply coming online. And we remained well positioned to capitalize on growing demand for carbon removal credits by bringing much-needed transparency, standardization and registry services to this emerging space. As we move forward, we are focused on retaining our leading market position across all of our markets and continue to build on the strong growth that we've seen in our proprietary NDX options products and in Puro.earth. To wrap up, we're pleased to deliver another quarter of solid results that were in line with the medium-term outlook we provided at Investor Day. In Nasdaq's core businesses, we delivered well in what we can control within a tougher market environment, including a continued muted IPO environment and lower market volatility. Across our Solutions businesses, we delivered double-digit revenue growth, including strong Financial Technology results and exceptional Index performance. Within Financial Technology, our recent acquisitions of AxiomSL and Calypso as well as Verafin continue to progress well and remain in line with expectations. With our top line performance, combined with continued expense discipline, we maintain our exceptional margin profile for the company. All told, our performance underscores the durability of our business model and our ability to deliver growth across uncertain environments. With that, I will now turn the call over to Sarah to review the financial details.
Sarah Youngwood:
Thank you, Adena. And good morning, everyone.
Turning to our financials. My commentary will focus on non-GAAP results. And year-on-year growth rates and operating margins will be provided on a pro forma basis unless noted. You can find all the same metrics on an organic basis throughout the earnings presentation. Turning to our first quarter results on Slide 10. We reported net revenue of $1.1 billion, up 7%, with Solutions revenue of $871 million up 13%. Operating expense was $524 million, up 5%, resulting in an operating margin of 53%, up 1 percentage point and with EBITDA margin at 56%. Overall, this resulted in diluted EPS of $0.63. Turning to Slide 11 with pro forma revenue growth of 7% for the quarter. As you can see in the last bar of the chart, results included a $16 million onetime revenue benefit related to a legal settlement within Index tied to the recoupment of revenue. Excluding this, total net revenue increased 6%. And on a net basis, the 6% was alpha performance. Overall, beta factors were neutral this quarter, with Index market performance primarily offset by the impacts of delisting in Capital Access Platforms and lower volumes in Market Services. The 6% of alpha included 5% growth from our existing clients and a strong 3% from new clients, cross-sell and other product innovations, with churn at a low 1% level and a 1% decrease from market share and capture in Market Services. Turning to Slide 12. ARR totaled $2.6 billion, up 7%. As you recall, ARR excludes most of Index. We had 12% growth in fin tech, with strong contributions from each of the 3 subdivisions, and 1% growth in Capital Access Platforms, with strength in Analytics partially offset by the impacts of delisting, the slower IPO environment and related slower sales in Corporate Solutions. Annualized SaaS revenue totaled $932 million, up 16%. SaaS was 36% of ARR, up 3 points on a pro forma basis. Let's review division results for the quarter, starting on Slide 13. In Capital Access Platforms, we delivered revenue of $479 million, reflecting growth of 15%, or 12% excluding the onetime benefit I mentioned. Index revenue increased by 53%, or 38% excluding the onetime benefit. We achieved record highs in ETP AUM, averaging $492 billion during the quarter, which is roughly $150 billion higher than the prior year period average. This includes strong market performance as well as higher futures trading volume and capture. Importantly, we also had net inflows of $46 billion in the last 12 months, including $21 billion this quarter. This performance is the result of strength of our data, brand and the relevant and innovative products we have launched over many years. Licensing revenue for futures and options contracts linked to the Nasdaq-100 index also had high-teens growth reflecting higher futures and options trading volumes, up 5%, driven by growth in micro Nasdaq-100 futures contracts as well as the positive impact from higher capture rates of our partners. Moving to Data and Listings, where revenue was up 1%. Within listings, the benefit of 2023 IPOs and pricing was offset by the $10 million impact of last year's delistings and downgrades. The roll-off of prior year's initial listings revenue didn't have a material impact this quarter but will increase during the year. Within data, we continue to see global expansion driven by international demand, mostly offset by normal levels of [ pie share ]. Workflow and Insights revenue increased 4%. Within this, Analytics grew high single digits, reflecting our continued ability to monetize the value of our data across the investment management and trading community. Our proprietary data is key to our alpha generation throughout Nasdaq. And within Analytics, we provide valuable client insights through eVestment and Data Link. The strength in Analytics was partially offset by Corporate Solutions, which was flat in the period. As we continue to see elongated sales cycles at levels comparable to the fourth quarter of 2023 as well as fewer sales opportunities due to the challenging listing environment. In total, ARR for Capital Access Platforms was $1.2 billion for the quarter, up 1%, with alpha growth from pricing, upsells and new clients mostly offset by delistings and the continued impact of slower sales cycle among our corporate clients. The division's operating margin was 58% for the quarter. Excluding the onetime benefit, the margin was 57%, up 3 percentage points. The increase was driven by higher revenue, partially offset by inflation and growth-oriented investments. Looking forward to the full year 2024 revenue. Due to the market backdrop negatively impacting Corporate Solutions, we expect growth in Workflow and Insights to be below its medium-term outlook, whereas the strength in our Index business gives us confidence that, within 2024, we can perform above our medium-term outlook. Taken together, we continue to expect our 2024 performance to be within the overall revenue outlook for the Capital Access Platforms division. Moving to Financial Technology on Slide 14. As a reminder, last week, we provided 2023 quarterly information for AxiomSL and Calypso, and today, we provided quarterly pro forma divisional results for 2023, both of which can be found in the appendix of the presentation. This should help you incorporate pro forma comparison in your model. The division delivered revenue of $392 million for the quarter, up 10%, in line with our medium-term outlook. The growth reflects strong performance in financial crime management, Calypso and AxiomSL at 23%, 23% and 15%, respectively, with strong client engagement. This was partially offset by a tough comp in market tech due to a significant professional service delivery in the prior year quarter, which we noted at that time, and makes the year-on-year comparison less meaningful. ARR was $1.4 billion, up 12%, with all subdivisions contributing to this strong growth. The key contributors to the difference between total revenue growth and ARR growth were lower year-on-year professional service revenue growth due to the tough comp for market tech as well as less-robust project delivery across our products in the quarter, partially offset by upfront revenue from on-prem renewals, particularly for Calypso. Before we move to subdivision results, a few words on the strong performance of AxiomSL and Calypso. Combined revenue of $151 million increased 20% versus last year, with good client momentum. We had a high level of upfront renewal revenue. We also had higher cloud-based revenues and slightly lower professional services revenue. As we look forward, we continue to expect combined AxiomSL and Calypso revenue to be in line with the full year expectations provided at Investor Day. As we progress through the quarters, we will provide some context to support your modeling. On the back of a strong first quarter, which delivered revenue growth above alpha trends, we expect lower revenue growth in the second quarter, due in large part to the timing of renewal. Combined AxiomSL and Calypso ARR of $473 million was up 15%, or up 16% excluding the impact of a significant 2023 bankruptcy noted last quarter. This is in line with our full year expectations as provided at Investor Day, and we maintain this outlook for the year. Moving to the subdivisions results. Financial Crime Management Technology revenue was $64 million, up 23%, with ARR of $243 million up 24.5%, reflecting continuous penetration of the core SMB client base, adding 28 new clients in the quarter, with full year 2024 SMB client wins expected to be at least that of 2023. While we had no new Tier 1 or 2 bank signings in the quarter, we continued to have active and positive engagement with a strong pipeline of client opportunities which we expect to sign in the coming quarters. Regulatory Technology revenue was $90 million, and ARR was $328 million, both up 11%. Excluding the impact of churn related to the liquidity event of March 2023, revenue and ARR were up 12% and 13%, respectively. Surveillance grew 6% for both revenue and ARR, reflecting strong sales as well as the continuation of the cloud transformation of this business, with 55% of Nasdaq Trade Surveillance customers now in the cloud. AxiomSL grew revenue 15% and ARR by 16%, reflecting strong sales. In the quarter, nearly 50% of new bookings were in the cloud, highlighting the continued cloud journey for the business that is ultimately beneficial for both our clients and Nasdaq. In Capital Markets Technology, we delivered revenue of $238 million, up 6%, with ARR of $821 million up 9%. Calypso had a strong quarter, with revenue up 23% and ARR up 14%. Revenue included a strong contribution of on-prem renewal revenue. The business had 16% of new bookings come from the cloud, a lower proportion than what we expect for the year due to timing. The combined market tech and trade management services business, which is what we used to call marketplace tech, was slightly down in revenue but up in ARR, again driven by the significant professional service delivery in the prior year period that provided a tough comp. This impact was somewhat offset by the partial quarter impact of pricing increases coupled with strong client activity and testing revenue within trade management services. Looking forward to the full year 2024, we expect the combined market tech and trade management services to be well positioned within the 3% to 5% range, with a muted second quarter and the growth being back ended. The division's operating margin in the first quarter was 45%, up 2 percentage points. The margin expansion reflects strong top line revenue growth and the beginning of synergy realization, partially offset by higher compensation and benefits expense and expense related to revenue and investments in growth. And wrapping up the divisions with Market Services. Net revenue was $237 million for the quarter, down 9% versus an extremely tough comp. The first story here is 1 percentage point or $3 million relating to our share of nonrecurring industry adjustments to the tape plan. The rest was about half beta, half alpha, with beta drivers across tape, 1 fewer trading day and volumes in Europe; and most of the alpha story tied to last year's exceptional capture in our U.S. options business during the bank liquidity events in the first quarter. $0.13 per contract traded in 1Q '23 was an exception in a consistent 2-year trend of capture at $0.12, which is where we were in the first quarter. The division's operating margin of 56% in the first quarter represents a 6 percentage points decrease from the prior year period as a result of lower revenue as well as ongoing investments related to both capacity enhancements and modernizing our market. Turning to Slide 16. This quarter's non-GAAP operating expense was $524 million, reflecting pro forma growth of $24 million or 5%. This is driven by inflation, supporting our revenue growth and investments. This compares to pro forma revenue growth of $76 million or 7%, reflecting positive operating leverage. Now on to guidance. We are updating 2024 non-GAAP operating expense guidance to $2.125 billion to $2.185 billion to reflect FX, equity compensation and less uncertainty on revenue growth. The midpoint represents pro forma growth of just over 5%. This includes a full year of Adenza, FX and the in-year benefits of net expense synergies. Excluding Adenza, Nasdaq's expense growth would be around 4.5%. In addition, the second quarter will reflect our annual merit adjustments and equity grants. And therefore, we expect expense to increase just under $20 million from the first quarter of 2024, assuming stable performance and exchange rates. On synergies, we have actioned approximately 40% of our $80 million of net expense synergies through the end of 1Q '24, with the P&L benefit weighted towards the second half of 2024 and into 2025 given some transition projects. We are confident in the 70% actioned by the end of 2024 and would note that it won't be linear. Additionally, we continue to expect a full year tax rate of 24.5% to 26.5% on a non-GAAP basis. Turning to Slide 17. Strong free cash flow continues to be the hallmark of Nasdaq. In the quarter, we had $504 million of free cash flow. Please note that cash flow generation in the first quarter is generally elevated versus the rest of the year. Once again, we had a cash flow conversion ratio above 100% at 106% for the last 12 months. In terms of free cash flow utilization in the quarter, we paid a quarterly dividend of $0.22 per share, or $127 million, for a 35% payout ratio. And we did not repurchase any shares this quarter. We also repaid the remaining $340 million of our term loan, in line with our prior commitment of prioritizing deleveraging. And finally, we repaid $67 million of commercial paper. Excluding commercial paper, all of our outstanding debt is now fixed. Our all-in pretax cost of debt was 4.0% as we exit 1Q '24. Turning to leverage. Our gross leverage ratio declined from 4.3 at the end of last year to 4.1 at the end of 1Q '24. In addition to the stated debt repayments, our leverage ratio decreased 0.1x from impacts of FX, amortization of debt issue costs and stronger EBITDA. We are reiterating our expectation to achieve gross leverage below 4x, 9 to 12 months ahead of our initial goal. As I reflect on this quarter, I would highlight strong client adoption and growth in Solutions overall and particularly in Index, Analytics, financial crime management, AxiomSL and Calypso; strong progress on synergy actions and building of cross-sell pipelines; and continued actions on deleveraging. As we look ahead, I continue to be impressed by the balance and diversity of the business model, enabling us to grow the top line with strong margins and to effectively execute our capital allocation plans. We are well positioned to deliver on our One Nasdaq strategy and achieve durable organic revenue growth and profitability. Thank you for your time. And I will turn it back to the operator for Q&A.
Operator:
[Operator Instructions] And I show our first question comes from the line of Owen Lau from Oppenheimer.
Kwun Sum Lau:
Could you please add more color on the cross-sell campaigns to achieve your $100 million target? What is the plan for the rest of this year? Does it mainly cover the cross-sell within Adenza or between Adenza and Verafin or across the whole company?
Adena Friedman:
Thanks, Owen. Sure. So we actually described the current cross-sell campaigns at Investor Day a few weeks ago, and it really covers across the fin tech division. So one of the cross-sell campaigns is really focusing on bringing more of the Calypso risk management, collateral management capabilities into our market operator clients.
Another one actually is working with the Calypso clients to bring more AxiomSL capabilities, so bringing AxiomSL into some of the capital markets firms where they have new regulatory obligations that they're facing. And then the third is introducing some of the Verafin clients to the AxiomSL team as well and the Calypso team, particularly actually on the treasury management capabilities within Calypso, that we think are relevant to the Tier 3 banks that we -- that are really a big part of the Verafin client base. So those are the 3 main campaigns we have, but I would tell you it is actually really interesting as we talk to our bank clients, our broker-dealer clients, our exchange clients. When we have conversations today, it generally will start with one product and then move to a second. I was actually talking to one client just the other day, where they're an AxiomSL client and they're really interested in anti-fin crime. So we can kind of look holistically at the strategic relationship in ways that we haven't been able to do in the past. So it's been a great start, and we hope to be able to show some tangible progress. It will take time for these opportunities to turn into contracts. As you know, it takes time to contract with banks, but we are very encouraged by the early conversations we're having.
Kwun Sum Lau:
Got it. That's helpful. Just a quick follow-up on Verafin. I think you didn't sign Tier 1 and Tier 2 banks this quarter, but the number was still pretty strong. Can you please talk about the pipeline for the rest of this year for Tier 1 and Tier 2 banks and also give us an update on the international expansion opportunity?
Adena Friedman:
Sure. Yes, sure. So you're right. We didn't sign any new clients, but we are working really well and implementing the clients we signed last year. And that's going quite well. And we have a lot -- a very, very good pipeline of companies either that we're in the middle of doing proofs of concepts for or we're in the middle of contracting. And so we do feel very good about our ability to continue to sign those clients as we proceed through the year. And it's interesting.
So the challenges that we're really focused on that we bring to the clients -- usually the first way to get in the door at least is through the fraud detection and investigative capabilities because it's just such an easy and clear return on invested -- investment that we can show them in terms of reducing false positives and increasing fraud found. Another area of focus right now for a lot of the bigger banks is check fraud, and we have a new check fraud capability that we're rolling out that we think is really best in class. And we're really excited on our engagement there. And then with our new -- our entity research and copilot tool, that really supports our anti-money laundering capabilities. And with a 90% reduction in investigative time, we actually think that could be a really great way for us to engage with larger banks, in addition, of course, to our entire clientele. In terms of the international expansion, we're focused, I think we've mentioned at Investor Day, primarily on Canada and the U.K. And some of those are progressing quite along, and some of them are still very early conversations.
Operator:
And I show our next question comes from the line of Alexander Blostein from Goldman Sachs.
Alexander Blostein:
So maybe starting with Adenza as well. Really strong year-over-year growth you pointed out, about 20%. And it sounds like a lot of it is coming on the Calypso side, so can you kind of help us bridge the sources of growth, particularly at Calypso and, as you think on the forward, how you see that opportunity unfold for Calypso specifically over the course of this year and into next?
Adena Friedman:
Sure. Thanks, Alex. Actually I'll go -- I'll cover Calypso and AxiomSL together, so -- I mean each of them. But I think Sarah did a really nice job of laying out the growth for each of the products as well as combined. And what you're seeing is some of it is timing of renewals. So we did have a really good renewal quarter for Calypso and AxiomSL but particularly at Calypso with more of the on-prem deliveries, so our on-prem renewals, which you know is a good revenue driver for us in terms of how we recognize the license fees.
But if you look at just ARR growth, which is really kind of takes out some of that onetime benefit and just looks overall at the strength of the platform, they're both growing in the mid-teens ARR growth. And I think that that's just showing strong demand across the clientele for Calypso. It's risk management, treasury risk management, capital risk management. And I think that they're -- that's a big, big focus of banks. And we still are in that sweet spot of the Tier 2 and Tier 3 banks that we can sign across the world. I think with AxiomSL, it's all about new regulation, and so we have the ESG modules that we sold into the G-SIBs, so it's really interesting. We're definitely making progress on signing around the Basel requirements and other new regulations that are coming. And so I would have to say it's a pretty consistent demand cycle for both products, and we -- and we're -- it's been great. I mean the clients are really excited to work with us. As well as also talking about like that one connector, that one client that did connector between Calypso and AxiomSL, what that means is they're already a Calypso client. They know they have new regulation. Instead of having to like create a whole new data integration for AxiomSL, we're able to take the data from the Calypso and automatically imported into AxiomSL, and that lowers the time to market for us to implement the Axiom products and obviously makes the Axiom product more appealing. So pretty excited about what we're doing across both products this year.
Alexander Blostein:
Great. And then my second question is just around the market tech business. You flagged that you signed agreement to upgrade a number of clients, I think you said 3, to a new matching engine next-gen platform. Can you help us maybe contextualize what that means in terms of revenues? Is it stronger revenue? Is there any sort of installation fee upfront, profitability of those platforms? If there's any -- any meat around the bone would be great.
Adena Friedman:
Yes, sure, yes. So I think, when we sign new clients to the next-gen system, whether it's trading or clearing, we do have implementation revenue, and now we're calling that professional services revenue that comes in as we work through the implementation. We'd start to receive the license revenue upon delivery, so that's a little bit of a difference between Calypso, Axiom versus market tech.
But what we're finding is, when we work with them on the next-gen systems, first of all, it allows them to have flexibility to consider cloud for the first time, right? So markets both on trading and on clearing settlement, it allows them to start to understand that they can deliver these and start to operate in cloud, which would increase our share of wallet if that's the way they choose to go, but even without that, we do have some opportunity to upsell them on the renewal because it's really world-class technology and also provide them additional services. So for an example, with one client that we're working with, they also are taking risk management capabilities, which is cloud delivered, as well as market operations capabilities, which are cloud delivered, so we have an ability to actually continue to upsell them on other components of what it means to run a market. And those are all cloud delivered, so they're much easier for us to implement for them. And that's the way that we're working with these -- our market tech clients to continue to get a bigger share of their spend while also giving them more value and modernizing their business.
Operator:
And I show our next question comes from the line of Dan Fannon from Jefferies.
Daniel Fannon:
I wanted to follow up on capital access. You talked about some pickup in listings but clearly still slower than we've seen previously in previous years, but curious about the revenue impacts. I think you mentioned still some flow-through of the delistings that occurred, so wondering how we should think about the revenue progression this year. And then also tying that to Workflow and Insights, it sounds like any rebound or recovery in that segment is also tied to a pickup in listings. So just curious about the outlook there and what really will get that business kind of accelerating growth.
Adena Friedman:
Sure. I'm going to hand the first part of the question over to Sarah. And I'll talk about Corporate Solutions.
Sarah Youngwood:
Yes. So what you're looking at in Data and Listings and listings, in particular, is that we are coming into the year, and that's what we've discussed for a while at this point, with some headwinds. And in particular, I gave you the $10 million for the delistings of last year and the downgrades. And so that's the impact for 1 quarter.
And so you have that as well as I also mentioned that, as you go into the year, we're going to start seeing the effect of the costs of 2021 not being as well replaced by the following [ classes ]. So the amortization of the initial listing fees is also a headwind, not so much for this quarter but for the rest of the year. So you start with that. And of course, you have -- offsetting that is some benefits of [ right ] pricing as well as the new IPOs, but this is a lot of headwinds to offset. So this is the context there. So the IPO environment would certainly help if it came in the second half, but it's a slow-moving machine where you will have that amortized. And therefore, it's hard to offset those delisting fees, which are the full impact.
Adena Friedman:
Yes. So that -- I think we started to talk about that towards the end of last year, but I think it's important to recognize, as Sarah said, it's a slow-moving train in terms of both the impact of the delisting environment but then also the impact of an improving IPO environment.
Now how that parlays into corporate services, one of the things that we've talked about over the last several years -- and it's kind of the flywheel effect of having -- when we have an active IPO environment, we get more companies to come into the market. They start to understand the needs for their investor relations capabilities. They want to modernize their governance and ESG reporting for their clients. And they start to look not only at the IPO package we give them but other upsells and capabilities we can offer them. And that's a positive flywheel. Now in a tougher environment where we have companies delisted but also fewer new customers to sell to, that's also having kind of the flip effect on market -- or on the Corporate Solutions business, so we want to make sure you're -- you guys understand those dynamics. When we think about Corporate Solutions overall, and we've had this business for a long time, we've kind of described it as kind of a business that has, I would say, kind of low to mid-single-digit type of growth environment, as a general matter, when markets are normalized. And this isn't necessarily a totally normalized environment. So we're wanting to give you those -- that context, so you think about that -- what that means for the overall Workflow and Insights business. And that's why Sarah shared with you kind of our full year view of that business, as compared to outlook, versus the Index business, of course, where we're having a very strong start to the year. And we anticipate that, that would be -- that would come in above our outlook for the year.
Daniel Fannon:
Great. That's helpful. And then I guess, just on the Index business, based upon quarter-to-date or year-to-date activity, is -- can you give us a sense of when the tiering might occur with the pricing with CME based on where things sit now?
Adena Friedman:
I mean that generally occurs in the second quarter. I don't think that we have a precise answer to that, but it generally occurs in the second quarter.
Operator:
And I show our next question comes from the line of Michael Cho from JPMorgan.
Y. Cho:
I just wanted to touch on Axiom and Calypso as well. I mean it looks like each of that ARR trends are healthy. And clearly the increase in subscription revenues are helping that growth this quarter. I guess can you just help us unpack a little bit about how much price and upsells was a driver here in terms of that revenue growth and how that mix might change in the coming years? And is there a different approach to that when we think about Axiom versus Calypso? Because clearly they serve different markets and different solutions.
Adena Friedman:
Yes. So I think that I would say, first of all, as we said before, we have about -- half the revenue increases tend to come from upsells. And half come from pricing changes and new sells -- sales. We don't try to break that out further than that. And I think that's generally the case. I don't know if it's precisely the case for this quarter, but that's the general way that we consider the revenue growth.
In terms of how that might change over time, I think that really has more to do with as we continue to roll out the cloud capabilities for our clients because that gives us a chance to do more for the client and, therefore, get a higher value for our solutions. And so that creates a pricing lever for us, but that's because we're providing more value. So as we continue to progress with the cloud and new bookings in cloud -- as you saw with Axiom, we had 50% of new bookings in cloud. We were a little slower this quarter on Calypso, but that's kind of more of a timing thing. I think that we believe that, that will continue to progress our ability to have that as a pricing lever but also make it so that the revenue is more stable over time. You have more predictable revenue streams in the years ahead, but we are in that transition period, so that transition period creates the ability for -- and we want to make sure we're giving you color on this on-prem versus cloud so that you can kind of work with us through that transition period to those benefits from cloud over time.
Y. Cho:
Great. And then just a quick follow-up on marketplace tech. I think I heard, Sarah, you say the 3% to 5% for 2024 in terms of revenues. I just want to make sure I caught that right. And two, what's the driver there in terms of the back half loaded in terms of the revenue growth?
Sarah Youngwood:
Yes. So you heard me well that we would be well positioned within the 3% to 5% range there. And I did say a muted second quarter and the fourth being back ended.
And I think Adena wanted to comment on that.
Adena Friedman:
Yes. I just want to say we have some deliveries that we're delivering kind of partway through the year. That, obviously, has been turned on the license revenues, and so that can help. And then we feel that we have a good pipeline of growth and new clients so that we'll be able to deliver growth as we go through the year, but we feel very good about -- as you said, it's within the range, and I think you said strong within the range.
Sarah Youngwood:
Yes. And I would just add also that the project delivery, which was a tough comp, it was really a tough comp in the first quarter but also a bit in the second quarter.
Operator:
And I show our next question comes from the line of Craig Siegenthaler from Bank of America.
Craig Siegenthaler:
We had a question on index options with NDX. How can you tap into the growing popularity with index options just given your strong brand with the Nasdaq-100 index? I think your share of index options is only about 1%, but the growth rates are high, and the revenue capture is very attractive in this business.
Adena Friedman:
Yes. Thanks, Craig. Yes, you're right. So we have a great opportunity there, and we've been putting a lot of focus on that. It's been a good collaboration between our index team and the options team, so we -- what's nice is we have all of that within Nasdaq. So together, they're working on building a really good, robust trading ecosystem for the NDX options platform, as well as building on an institutional demand for our index products, which then drives interest in hedging and other things that would then drive interest in the index options.
So it's definitely kind of taking hold. I think we had a really strong uptick in volumes in the index options year-over-year. It was like 80% increase and then a, like, 15% quarter-over-quarter increase in the volumes in the index options. So it's -- that's definitely been a really great bright spot. And we agree. We're just at the beginning of what we can achieve there.
Craig Siegenthaler:
And just for my follow-up, it's on the comparison between ARR and revenues given the growing focus you have on ARR. As you move into more subscription and reoccurring businesses, should we see more of a delta between these 2 metrics on a quarterly basis?
Adena Friedman:
I would actually say that, as we move more towards cloud, there should be less of a delta, but that's a long transition. I think we have to recognize that, for the AxiomSL, Calypso and market tech businesses, those are still primarily an on-prem delivered solution with transitions to cloud, whereas for the financial crime management business it's entirely cloud, as well as NTS now. That's a SaaS business. So the majority of those revenues, you'll see more of a -- the ARR looking closer to total revenue.
So that delta, I would say, will persist for a while, but we're trying to give you enough transparency so that you can understand the difference and you understand the trends that are driving the differences. But when we look at our business, we say, what's the underlying health of our business, we are focusing on ARR. And that, to us, is a better reflection of the overall client demand, as opposed to like individual deliveries and professional services.
Operator:
And I show our next question comes from the line of Benjamin Budish from Barclays.
Benjamin Budish:
Just following up on that last question from Craig, is there anything you can share about sort of the upcoming pipeline in 2024 in terms of on-prem versus cloud implementations? Just I know you're kind of guiding and talking about the business on an ARR basis, but just as we think about our models, is there anything specific we can think about quarter by quarter?
Adena Friedman:
Quarter by quarter, I think we're not going to provide that level of detail. I would say, if we look over the last year and we kind of looked at Calypso and AxiomSL over the last year, I think it was around 40%. Is that right? 40% new bookings?
Sarah Youngwood:
Yes, yes. Almost half.
Adena Friedman:
Yes. So almost half of the new bookings were cloud last year. I think that, as we were starting this year, we saw 50% of the new bookings for AxiomSL were cloud this year and with Calypso being lower around 18%, but as we said before, it's more of a timing issue. So we would hope that we would get around the same level over the course of the year, but we're not able to provide you kind of quarter by quarter. I think we just are giving you a little bit more overall color for the quarter in AxiomSL and Calypso just to help you model but not to that level of precision.
Benjamin Budish:
Got it. Understood. And then for my follow-up, I just wanted to ask on the IPO win rate. Just Q1 looks a little bit lower than what you reported in the past, but is that sort of just a function of the quarter itself? And based on the pipeline for the rest of the year, do you have any expectations on should that sort of trend back upwards? What are your thoughts there?
Adena Friedman:
Yes, sure, yes. So I think every quarter is a little bit of a different story and based on the nature of the companies that are going public, but our overall view is that we have a great, strong pipeline. We have a great platform. We're very confident in our ability to keep our win rate high. And we're really excited about the companies that are looking to go public in the next -- hopefully, in the next quarters. And also -- I would also mention that, over the last year, our win rate was 80%. So we have to look at it a little bit over a longer period of time, but we have 80 companies in the pipeline to go public on Nasdaq. And we're really hopeful that they feel good about being able to tap the markets in the coming quarters.
Operator:
And I show our next question comes from the line of Simon Clinch from Redburn Atlantic.
Simon Alistair Clinch:
I was wondering if you could -- just going back to the cross-selling opportunities. At the Investor Day, you mentioned you're sort of starting to build an enterprise sales team. That's something relatively new to the Nasdaq story, as I understand. I was wondering if you could update us on how that's progressing. Are you -- have you already built it? Is this now a fully functioning team and driving the cross-sells? Or is that momentum still to come? And I have a follow-up.
Adena Friedman:
Yes. Actually we had -- just had a meeting about it across the management committee last week, where we talked about how we're going to approach enterprise sales and making sure that we have -- across Nasdaq, we have a good connective tissue to make sure that we can deliver for the enterprises. And we're doing a lot in blocking and tackling.
So first is making sure we have kind of an enterprise sales organization. The second thing is we're doing a lot in the data management of our client data to make sure we can look at our client data across the franchise and be able to have line of sight across the franchise so that we can actually talk to the clients on an enterprise basis. And then in terms of the sales commissions to the way that our price sales team works with the product sales teams, we've designed a commission plan around that, that I think really helps drive behaviors and alignment. So that's -- all of that is actually -- just so you know that enterprise sales team is being built within fin tech, but the collaboration across the fin tech division and the cap division and Market Services is really, really strong. And we hope to be able to demonstrate really good strength there and -- going forward. That's a big part of our ability to achieve the cross-sell target, but we definitely have made a lot of progress already.
Simon Alistair Clinch:
Okay. That's great. And then I think, just lastly, I was wondering if you could perhaps expand a little bit more on the very strong flows we've had in the Index business and, in particular, interest outside of the Nasdaq-100 franchise. I mean could you give us a little bit more detail about that and just how to think about the momentum and sustainability?
Adena Friedman:
Yes. So you're right. So we've given a stat at Investor Day that I think is worth mentioning. So about 70% of our revenue comes from the Nasdaq-100 franchise, but another 30% comes from other indices that we have in terms of innovative indexes around AI, cloud and cyber as well as momentum and other factor indices that we have around the world. So it actually is a pretty diversified platform.
And in terms of the inflows, it's pretty mixed, meaning that it's coming from all of our Index products, with probably strength coming in on some of the innovation indexes, the Nasdaq-100 as well and on global distribution. So we've definitely been really focused on globalizing the distribution of our products and bringing in investment and inflows across the world. So those are probably the ones that are getting the most inflows, but it isn't just the Nasdaq-100. And what's really interesting is it's been very consistent. Whether or not the markets are up or down, we're seeing inflows. And so I think that that's also showing that investors are kind of seeing through a quarter and reflecting on the future of the economy, and they want to be a part of that. So that's what we're seeing in terms of inflows.
Operator:
And I show our next question comes from the line of Kyle Voigt from KBW.
Kyle Voigt:
Maybe just a couple of follow-ups. So first is a follow-up on Dan's earlier question on the Workflow and Insights business. It still sounds like the Analytics business is posting high single-digit solid growth. I think the Corporate Solutions, that likely imply is kind of flattish. And you noted the elongated sales cycles. I guess can you just talk about the average sales cycle for that business and kind of the lag time that you'd expect between when the IPO environment ramps and when you ultimately expect to see an acceleration in revenues in that Corporate Solutions business?
Adena Friedman:
I think that the reason why we wanted to give you that level of disclosure this quarter is just to help you understand kind of how we see the year. I think that as -- if the IPO environment ramps up, and that's -- it's an if, we've -- and obviously it's a when at some point, but in terms of looking at it within the year, if we see improvement there, we tend to have, I would say, probably on average kind of a 6-month sales cycle would probably be a good average, around maybe 4 to 6 months in terms of an average on sales cycle for clients.
But I -- so -- but then, of course, they also have to understand what -- that they need the product. So if they go public, they start to recognize that they really want more intelligence about their investors. They really want to make sure they have the right ESG reporting. And they start to work with us more holistically kind of as they season. And then there, I would say maybe like sometimes it can be a very quick sales cycle, but we'll say like 4 to 6 months is a general view, so you're talking about more going into 2025 to start to see momentum if we have a recovery in the IPO environment.
Kyle Voigt:
That makes sense. And then just a follow-up on kind of capital priorities. It sounds like, over the near term, #1 priority still remains deleveraging. I guess with the Thoma Bravo unlock coming later this quarter, can you just talk about any willingness to restart buybacks or start to deploy some capital towards buybacks this quarter? Or should we really expect that to be 100% allocated towards deleveraging near term?
Sarah Youngwood:
Thanks, Kyle. So in terms of the capital prioritization, we're super consistent with what we said at the Investor Day. We were really glad to be able to pay down the term loan this quarter and to end the quarter at 4.1. We are totally committed to all of the time lines that we have given at Investor Day. So the 9 to 12 months ahead, you can consider that to be something that we will deliver.
And within that, we're keeping some flexibility to consider share repurchases if it makes sense. And that would be, in particular, related to the employee issuance. So offsetting the issuance, we think, is important, but when we look at it comprehensively, we are very, very focused on the deleveraging, in particular, because when you look at the EPS acquisition dilution, given some of the higher debt costs that we can repay even at our current stock price, it's still a really attractive proposition to do that. And of course, the cash flow accretion is something that we are focused on, too.
Operator:
And I show our next question comes from the line of Brian Bedell from Deutsche Bank.
Brian Bedell:
Maybe just moving over to Verafin, continued strong growth in new SaaS clients. And then just trying to get a sense of what that might mean for the cadence of revenue growth in that segment as we move throughout the year, if you think that can improve from the 23% level, already pretty strong. And then the rollout of the Entity Research Copilot is -- just your thoughts on how that might contribute to revenue progress throughout the year in that segment.
Adena Friedman:
Sure. Yes, we're not going to provide you specific kind of views of the revenue growth other than we say that it's mid-20s. And we feel good about the overall outlook there. I think that as -- with the copilot capability, the way that we're rolling out copilot would be the same that we're rolling out any new module that we provide to our small to medium bank clients. So when a small and medium bank client signs up for Verafin, they sign up for the platform. And we then introduce new modules into that platform -- or new capabilities into that platform through their contract period. And then at the end of the contract period, we walk through with them what's the return that we've offered them through that period and, therefore, what would be the price increase that we think is appropriate for the value that we're providing to them.
So as we roll out the copilot capabilities and we get usage across the platform, across the banks, it will help us show a really strong ROI for them so that in our renewal talks, it becomes a part of that conversation. But it's not a module that we're selling discretely to them. We want them to use it. We want them to integrate it into workflows. And we want them -- we want this product to be as sticky as possible and as valuable as possible, so -- for the renewal conversations. As we look upmarket into the Tier 1 and Tier 2 banks, where it's all new sales and where we're selling modules, so as we go in and talk to them, are -- the modules that are the most straightforward to sell across our platform are the fraud modules because it's a very clear calculus of return to them. But as you talk about AML, it's a much more complicated problem. And now we have this new tool that we can offer through our AML solution that shows a clear return. So in addition to doing a great job of rooting out criminal behaviors and money laundering, we also can show them we're going to save them a ton of time and resources on the investigative side of it. And so we do think it will help us with sales. It will help us show value to the platform. And we can look at that as part of the pricing that we discussed with them when we signed them. So that's basically how we're using this tool to kind of drive sales retention and upsells.
Operator:
And I show our last question comes from the line of Michael Cyprys from Morgan Stanley.
Michael Cyprys:
Just wanted to ask about the Adenza business now that it's been about 6 months or so since close. Just curious, in conversations with clients of Calypso and Axiom, where you see the strongest moat across their business and capabilities? And where is there room for you to improve the moat as you kind of look out over the next couple of years?
Adena Friedman:
Yes. I'd say, first of all, one of the really big -- let's start with AxiomSL. One of their strongest elements is that they're completely global. They connect into over 100 regulators and across more than 50 countries. And so when they're talking to a bank that has any business in any country, they can say, "Look, not only can we solve the problems within country, but we can help you with your entire global business and all the regulatory reporting needs."
It also -- it's a machine. Like it's an amazing team of people. They have the regulatory expertise. And so when -- as soon as a new rule is even introduced or contemplated, they're already writing the requirements to bring that into the tool, so we're ahead of the rules every time a new rule comes out with a new module. And I -- it's interesting also. There's obviously a lot of new regulation coming, but we just, I think, do a great job of providing a very elegant way to ingest their data, deliver solutions, make it really efficient and on a global basis. Now when it comes to Calypso, I think that, what we're finding -- there are 2 elements at Calypso that are just like world class, best in class. One of them is our collateral management capability. It's just excellent. And so we can walk in and show that we can really make them much more efficient managing their collateral, which then gives them better ability to drive liquidity across their franchise. It frees up capital. The second thing is kind of clearing risk management, trading risk management so that, again, they can unlock liquidity and unlock capital for the use in the markets. And then the third is on the treasury side. That's been a fast grower both on the brokerage businesses but also buy side. So any active trading buy-side client, the treasury tool has been a really good growth area for us. So I think those are the areas where we just feel like we're kind of -- we're best in class. And that drives a lot of great conversations with the clients.
Michael Cyprys:
Great. And just a follow-up question. I was hoping you maybe could elaborate a little bit on the new product road map strategy for Axiom and Calypso as you look out for the rest of this year.
Adena Friedman:
Yes. So well, first of all, we are in a kind of what I would call an upgrade cycle for Calypso. So we have a new version that we're rolling out. And we're working to make sure we get all of our clients onto that version this year. So that's driving renewal activity.
I think that -- but more generally, we have also -- the Basel III and Basel IV end game is a driver of revenue growth and demand. And clients are really talking about it more as a when and how big, as opposed to if. And so I think that customers who are forward leaning are already signing with us to make sure that they're entirely ready. And with this Calypso-Axiom data transfer capability, we're also working with some of our Axiom clients on some Calypso capabilities that help them manage their capital more efficiently while they're managing their regulatory needs because that's going to be a big element of focus for the regulators. So I have to say I do feel like those are the areas where we're seeing a product road map in year. Multiyear product road map is about making sure we continue to modernize the cloud-delivered solutions, make sure that we can do that super efficiently for them. We have more data -- modern data management capabilities that allow us to unlock more functionality within the platforms and make the products even more valuable to them.
Operator:
This concludes our Q&A session. At this time, I would like to turn the conference back to Adena Friedman, Chair and CEO, for closing remarks.
Adena Friedman:
Great. Well, thank you very much.
So as you heard throughout the meeting, Nasdaq continues to make progress on our 3 key priorities:
Integrate, Innovate, and Accelerate, which will underpin our leadership and momentum as we move through the year. United behind these strategic priorities and powered by our market-leading platforms, we're firmly positioned to unlock our next phase of resilient and scalable growth. We look forward to keeping you updated on our progress throughout the year.
Thank you all very much, and have a great day.
Operator:
Thank you. This concludes today's conference call. Thank you for participating. You may now disconnect.
Operator:
Good day and thank you for standing by. Welcome to Nasdaq Fourth Quarter 2023 Results Conference Call. At this time, all participants are in a listen-only mode. After the speakers' presentation, there'll be a question-and-answer session. [Operator Instructions] Please be advised that today's conference is being recorded. I'd now like to hand the conference over to your first speaker, Ato Garrett, SVP, Investor Relations. Please go ahead.
Ato Garrett:
Good morning, and thank you for joining us today to discuss Nasdaq's fourth quarter and full year 2023 financial results. On the line are Adena Friedman, our Chair and Chief Executive Officer; Sarah Youngwood, our Chief Financial Officer; John Zecca, our Chief Legal Risk and Regulatory Officer; and other members of the management team. After prepared remarks, we will open the line for Q&A. The press release and earnings presentation are on our website. We intend to use the website as a means of disclosing material, non-public information and complying with disclosure obligations under Regulation FD. I would like to remind you that certain statements in this presentation and during Q&A may relate to future events and expectations and constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. Information concerning factors that could cause actual results to differ from forward-looking statements is continued in our press release and periodic reports filed with the SEC. Further, any references to organic growth will exclude the impact of changes in FX rates, and the impact of acquisitions and divestitures which this quarter substantially, all relate to the two months of Adenza performance included in the fourth quarter and [Technical Difficulty]
Operator:
Ladies and gentlemen, please continue to hold. Your conference call will resume momentarily. Please remain on the line. Your conference call will resume shortly. Ladies and gentlemen, please continue to hold. Your conference call will resume shortly. Please remain on the line. Your conference call will resume shortly.
Adena Friedman:
An improving business environment for Nasdaq in 2024. We have a healthy pipeline of companies that have filed to go public on Nasdaq. Additionally, throughout 2023, we benefited from $31 billion in net inflows into our Index products, which represents a strong starting point for 2024. In the fourth quarter, we also saw early signs of normalization in sales cycles for our IR and asset-owner solutions. And lastly, market volumes are off to a solid start in the New Year and client interests in our comprehensive suite of technology solutions remains very strong. Turning now to our financial results. In the fourth quarter, Nasdaq crossed the $1 billion mark in net revenues for the first time in a single quarter, achieving revenues of $1.1 billion. This is a 23% increase compared to the prior year period and a 7% increase on an organic basis. We delivered 9% organic growth across our solutions businesses during the quarter where market services was flat. For the full year, net revenues of $3.9 billion increased 9% from 2022 or 5% on an organic basis. Solutions generated 7% organic -- annual organic revenue growth, which is consistent with our overall solutions revenue outlook, despite a dynamic market environment. Our market services revenue were flat year-over-year, primarily due to continued muted volumes in Europe on the back of strong performance in 2022. Our annualized recurring revenue, or ARR, ended the year at $2.6 billion, an organic increase of 6% year-over-year. This slower IPO environment as well as lower buying activity by corporates for our IR solutions contributed to a more modest growth in ARR in 2023. Annualized SaaS revenues increased to $910 million in the fourth quarter of 2023. Excluding Adenza, this represented a 12% growth rate and 38% of total company ARR. Across the company, we accomplished revenue growth and business expansion while maintaining our operating margin at 52% for both the quarter and the full year basis, excluding Adenza. Our strong performance in 2023, illustrates the strength of our diversified business and ability to deliver against our longer-term objectives in an unpredictable environment. We did this while taking an important strategic step in Nasdaq's evolution. On November 1, we were pleased to complete the Adenza acquisition and we are now working as one team to further our clients' goals for risk management and regulatory reporting excellence. Reflecting on the past year, I'm extremely proud of Nasdaq's team's accomplishments. With the establishment of our divisional structure and the Adenza acquisition, 2023 was a transformational year for our business. Throughout the year, we achieved several major milestones to deepen our client relationships and advance to our vision to be the trusted fabric of the world's financial system. Now let's review the highlights of our operating -- operational accomplishments and client successes by division, starting with Capital Access Platforms. As you know, at Nasdaq, our exchanges are our foundation. We maintained our position as the premier US exchange for IPOs with an 81% US operating company win rate in 2023. In total, we welcomed 103 operating company IPOs that raised more than $11 billion in proceeds, marking Nasdaq's fifth consecutive year as the leading US listing exchange in terms of both number of IPOs and proceeds raised. In addition, 18 companies representing $377 billion in market value switched their listings to Nasdaq during the year. In Index, we had $31 billion of net inflows for the year, including $10 billion in the fourth quarter. Our clients want -- our clients launched 83 new products linked to Nasdaq indices during the year, bringing to market robust solutions in line with investor demand. Beyond our exchange and Index leadership, we are a leading source of institutional intelligence to the buy side through investments and have continued to expand our offering into alternatives in ESG. We continue to broaden our ESG Solutions in 2023, launching multiple new offerings to help corporates and investors navigate an evolving ESG ecosystem, including Nasdaq Metrio and eVestment ESG Analytics. We also introduced a suite of new solutions designed to help corporate clients drive governance excellence and accelerate their ESG strategies, including Sustainable Lens through IR Insight. Turning to the FinTech division. With the completion of our Adenza acquisition, we have created a financial technology powerhouse of Anti-Financial Crime, Surveillance, Market Technology, and Risk and Regulatory reporting solutions that positions us as a key risk management partner to the global financial system. Our Calypso solution helps financial institutions navigate a range of market conditions, providing a live view of risk across proprietary and client trading portfolios with detailed analytics to support real time risk management decision-making. Similarly, in an increasingly complex and fragmented global regulatory environment where risks need to be managed in shorter timelines at a granular level, our AxiomSL solution enables our clients to benefit from the Nasdaq's global scale and expertise. We now can be a comprehensive partner to banks, brokers, financial market infrastructure providers, and investment managers worldwide by helping them maximize their liquidity through world class capital markets in risk management technology, as well as by enhancing integrity across the banking system through our regulatory reporting and Anti-Financial Crime suite of solutions. With the closing of Adenza, we're fully focused on engaging with our clients and new employees to ensure a smooth and successful transition and integration. Tal Cohen, Nasdaq's Co-President and Leader of the FinTech division and I have personally been speaking with our clients over the past few months and there is a lot of excitement around the potential opportunities now that Adenza is part of Nasdaq. Adenza finished the year with strong sales and upsells across its solutions. Specifically, in the last two months, we signed six new clients, including two central banks. We also expanded our relationships with 35 existing clients. For the full year, Adenza added 23 new clients and expanded our relationships with 142 existing clients, including three cross-sells. We are thrilled to enter 2024 with Adenza as part of Nasdaq and we're very excited to drive the business and the solutions to new heights in the years ahead. Turning to market technology. In 2023, we bolstered our global client footprint with the addition of seven clients, including four in the fourth quarter. We also expanded our relationships with four clients in the fourth quarter and more than 10 clients for the full year. Importantly, we had key technology client signings in APAC and in the LATAM regions. We are proud to forge new technology partnership with nuam exchange, which is the consolidation of marketplaces across Peru, Chile, and Colombia. We also expanded our relationship with Chile's central securities depository with capabilities to manage digitized assets and with B3 in Brazil to develop a new clearing solution, and with BMV in Mexico to modernize this entire post-trade technology platform. Our growing customer relationship highlights the importance of the Financial Technology we provide, which powers resilient and liquid markets around the world. In our Anti-Financial Crime suite of solutions, we're bringing world-leading technology coupled with our consortium dataset from 2,500 banks that fights the growing threat of financial crime in the global financial system. Our inaugural Global Financial Crime Report which was conducted in partnership with outside experts, estimates that over $3 trillion of illicit funds flow through the global financial system and $500 billion is lost abroad. It's an enormous challenge that requires collective action across the banking sector, the public sector and the embrace of advanced technology. We are very proud of our role in fighting financial crime, and we're finding tremendous opportunity to continue to expand our capabilities across the banking sector. In 2023, we reached a significant milestone in our Anti-Financial Crime growth strategy. During the year, Verafin our fraud and AML solutions signed its first three Tier 1 banks as well as four Tier 2 banks, including one Tier 1 client and one Tier 2 client in the fourth quarter. We also partnered with a growing number of small and medium-sized financial institutions for a total of 237 new clients this year and 100 for the fourth quarter alone. Additionally, we developed our first proprietary Verafin GenAI Copilot, which is now in beta with our customers. Our GenAI tools reduce time and resources spent on manual tasks and processes such as alert reviews, research and documentation. By increasing our operational efficiency, Verafin enables our clients to invest in resilient growth at an attractive ROI. In Surveillance, we signed 27 new clients in 2023, including six in the fourth quarter. We made significant strides in modernizing our solutions by launching a new cloud-based architecture and capabilities within Surveillance user interfaces. These innovations give our clients the ability to calibrate their Surveillance setup more efficiently and effectively. Today, 50% of Nasdaq Trade Surveillance clients, leverage our cloud-deployed solutions which support access to 200 sophisticated alerts across more than 160 markets globally. As we continue to enhance our surveillance capabilities, we're encouraged by the early adoption of our NextGen cloud architecture and new user interfaces. Moving onto Market Services, in the fourth quarter, we maintained our strong 72% market share for our cash equities markets in the Nordics against the challenging volume environment across the European markets. We've also continued to demonstrate a leading market position in the US equities and options markets. In the fourth quarter, we benefited from robust closing cross volumes from the S&P, MSCI and our own Nasdaq rebalance events and we continue to experience growth -- growing adoption of our NDX Index Options product. Additionally, we continue to advance the modernization of markets with the successful migration of our second half US options market to the AWS cloud infrastructure and with the SEC approval of the first AI-powered order type called Dynamic M-ELO, which we expect to launch in the first quarter of 2024. Altogether, we're moving with speed while delivering revenue growth at an attractive margin profile that will drive shareholder value. With the year ahead now in focus, I'd like to share our enterprise priorities for 2024. Our first priority is to continue the successful integration of Adenza. We've made great progress in the initial phase of the integration and remain confident in our ability to deliver on the goals that we laid out at the time of the deal. Second, we're accelerating the impact of our divisional structure to activate and unlock new opportunities that will drive our business into the future. Over the past year, we have delivered significant progress across each of our business divisions and we will continue to realize the benefits of this structure in 2024. Third, we are institutionalizing client listening across the company to unlock revenue growth through a One Nasdaq approach to our client engagements. In 2024, we have a focused program to organize our client data, advance our CRM and other related systems, and enhance our processes across the enterprise to gain a holistic understanding of our clients with a goal to drive partnerships in cross-selling opportunities going forward. And fourth, we will further amplify the impact that AI has on the business and in our products. Nasdaq is leveraging several critical components to ensure AI is implemented safely, securely and fairly. And through our focus on AI, coupled with the vast proprietary data sets that we've created over decades in our markets and in our solutions covering investment analytics, investor relations and Anti-Financial Crime, we're confident that we can extend Nasdaq's competitive advantage in the years ahead. We look forward to updating you on our progress on these priorities at Investor Day and in the quarters to come. To wrap up, 2023 was another year defined by significant strategic and operational milestones and strong execution. As we look ahead to 2024, we're well-positioned to better serve our clients more holistically as we become the trusted fabric of the world's financial system. And with that, I will now turn the call over to Sarah to review our financial details.
Sarah Youngwood:
Thank you, Adena, and good morning everyone. I am thrilled to be here for my first earnings call at Nasdaq. I could not be more excited to join the firm at such a transformational time and I look forward to seeing many of you at Investor Day. Now, I will turn to our financial results. My commentary will be focused on non-GAAP results and year-on-year growth rate will be provided on an organic basis. Similarly, operating margins will be discussed ex-Adenza for comparability purposes. I will discuss Adenza's [generic] (ph) results at the end of the fintech section. Before we move to the quarter, I would like to give you the highlights for the full year 2023 starting on Slide 12 of the earnings presentation. In an uncertain environment, we delivered solid financial performance and strong cash flow generation. Revenue of $3.9 billion was up 5%, with solutions revenue of $2.9 billion, an increase of 7%. Non-GAAP expense was $1.8 billion, up 5%, in line with guidance for a 52% operating margin, which was flat versus the prior year. This resulted in diluted EPS of $2.82, reflecting organic growth of 6%. We had $1.6 billion of free cash flow ex-Adenza, a growth rate of 11%. Moving on to the fourth quarter on Slide 13. We reported revenue of $1.1 billion, up 7%, with Solutions revenue of $860 million, an increase of 9%. Non-GAAP expense was $504 million, up 2%, and with an operating margin of 52%, up 3 percentage points. Overall, this resulted in diluted EPS of $0.72, reflecting organic growth of 11%. Turning to Slide 14. ARR totaled $2.6 billion, up 6% organically. The annualized SaaS revenue totaled $910 million, representing organic growth of 12%. Excluding Adenza, SaaS was 38% of ARR, an improvement of 2 percentage points. Including Adenza, that number is 35%, which will improve as the cloud portion of their revenue increases. As a reminder, we only consider the cloud portion of their revenue to be SaaS. Let's review division results for the quarter starting on Slide 15. For capital access platforms, revenue of $461 million increased 10%, driven by excellent performance in Index. In Data and Listing Services, we saw 3% growth. In data, we have seen a continued increase in proprietary data revenues, driven largely by higher international demand. In listings, the positive impact of pricing was partially offset by the combined impact of de-listings, a muted IPO environment and the rollup of prior year's initial listings revenue. Workflow and Insights revenue increased 3%. Analytics delivered high single digit growth, reflecting our ability to monetize the value of our data to the buy side with new business and increased pricing across traditional and alternative asset managers. The strength in analytics was partially offset by a weaker capital raising markets and the impact of elongated sales cycle in corporate solutions. Index revenue increased 26% and overall AUM grew by 34%. Over the last 12 months, our net inflows were $31 billion, $10 billion of which occurred during the fourth quarter. Licensing revenues for futures contracts linked to the Nasdaq 100 Index increased as well, driven by higher capture partially offset by a decline in trading volumes. As a reminder, our capture increases once we cross a volume threshold and then resets at the beginning of each year. While smaller in size, Index revenue also benefited from index data revenue growth. ARR for capital access platforms was $1.2 billion, up 3%. ARR growth was largely driven by analytics and to a lesser extent, data and listings. The muted IPO environment impacted ARR growth. However, we are cautiously optimistic that we could see a recovery in IPOs combined with more normalized sales cycles as we progress through 2024. As a reminder, substantially all our Index revenue is excluded from ARR. The division's operating margin was 54% for the quarter, an increase of 4 percentage points due to higher revenues. For the full year, it was 55%, up roughly by 50 basis points. The increase was driven by higher revenues, partially offset by inflation, revenue-related expense, and investments in particular across data and Index. Moving to financial technology on Slide 16. The division delivered revenue of $399 million for the quarter, up 8%. Regulatory technology grew 17% with Verafin at 25%. Verafin added 100 new clients this quarter, including our Tier -- third Tier 1 bank. While we are excited about these additions, as we have previously discussed, the contracting and implementation with these larger, more complex institutions is longer. We will start recognizing subscription revenue in 2024 but we believe that the effect will only accelerate as we expand relationships with these clients. The strong performance of Verafin along with 6% growth in Surveillance led to the 17% growth of regulatory technology. For Surveillance, the fourth quarter growth was impacted by the timing of bookings in 2023 versus 2022, but fundamentals remained strong for the year with six new clients in the fourth quarter and 27 for the full year. We also made inroads with the Tier 3 broker client cohort, which reflects progress beyond our leadership position with large banks. Cloud for trade Surveillance is now above 50% deployment, which is an important driver of client stickiness through the speed and efficiency it enables us to provide. Moving on to Capital Markets Technology, we saw 3% growth driven by data center connectivity demand. We had new market tech contract signings in Latin America and with one of our US Tier 1 clients. We expect these contracts to start to accrue in 2024. As Adena mentioned, we continue to increase our market technology presence in Latin America and to have a leading role in the modernization of markets in the region. ARR for FinTech totaled $1.35 billion, an increase of 10% due to continued customer wins at Verafin as well as growth in Trade Management Services and Market Technology. The division's operating margin in the fourth quarter was 40%, up 4 percentage points. The organic margin expansion reflects solid top line growth and expense control with an overall increase in revenue-related costs, offset by efficiencies and lower professional fees. We are progressing on our journey to improve the efficiencies in Market Technology while continuing to support the growth of Verafin and Surveillance. For the full year, the operating margin was 40%, up 5 percentage points with a story which mirrors that of the quarter, including strong operating leverage and investments. Before closing on FinTech, a few additional words on Adenza. For November and December, Adenza contributed [$149] (ph) million in revenue, $458 million of ARR of which $98 million was in SaaS, and $35 million in non-GAAP operating expense. A strong finish to the year drove a 77% operating margin for our two month ownership. On a full year basis, Adenza had an adjusted EBITDA margin of 59%, ahead of our initial 58% outlook for the year. Let me now talk about Adenza's full year revenue and ARR. Revenue was $583 million in 2023, up 14%. ARR of $458 million with 16%, excluding a significant bankruptcy that occurred during the year or 14% net of it. Both metrics are on a constant currency basis. We had nearly 50% of new ACV coming from cloud this year. The strong cloud take-up by our clients supports our growth and efficiencies. Revenue growth benefited from a large portion of ARR up for renewal in the quarter and in the year. Going forward, we expect Adenza's revenue growth to be in the low to mid-teens, consistent with the medium to long term outlook we provided when we announced the acquisition. The timing of contracts being up for renewal and the mix of revenue between cloud and on-premise delivery will have an impact on revenue growth in any given quarter and year. This is why we are focused on ARR growth, which is not as impacted by annual renewable and delivery method. We'll provide more details on the revenue dynamics of our FinTech division at Investor Day. And wrapping up our divisional overview with Market Services. Net revenue was $247 million for the quarter, roughly flat with growth in US cash equities offset by decreases in US options. US cash equities growth was driven by higher capture, partially offset by lower share. In a very competitive US options environment, we are defending our strong market share lead and our attractive capture. Meanwhile, in Europe, tepid exchange volumes were positively offset by a $7 million nonrecurring payment and by the benefits of diversification between fixed income and equity. The investments we have made in leveraging our technology and data to provide our European market clients with transparency helps them to generate [indiscernible]. This has enabled us to help our clients improve their execution quality and has been key to our ability to reclaim our 72% market share, a 2 percentage point increase. The division's operating margin was 57% in the fourth quarter 2023 compared to 60% in the prior year quarter as a result of higher compensation costs as we continue to invest in our people and higher technology costs due to ongoing investments related to both capacity and migrating US market to the cloud. The full year operating margin for the division totaled 59% with the same drivers as recorded history. Turning to Slide 19. This quarter's non-GAAP operating expense was $504 million, an organic increase of $8 million or 2% versus our organic revenue growth of 7%. I went through the story in the businesses, and it reflects good expense discipline as well as the timing of marketing and professional fees. Overall, this reflects a 52% operating margin, up 3 percentage points. For the full year, our non-GAAP operating expense was $1.83 billion, in line with guidance. We were up 5% consistent with revenue growth for a flat operating margin at 52%. The increase is due to investments in key growth areas, inflation and higher revenue-related expense. We also achieved efficiencies during the year as we continue to optimize our location footprint and bring the divisions together as part of our divisional realignment. If you include Adenza for the full year, operating expense totaled $2.05 billion. Now on to guidance. We are initiating 2024 non-GAAP operating expense guidance of $2.105 billion to $2.185 billion, the midpoint of which reflects pro forma growth of 5%. This includes a full year of Adenza and the in-year expense benefit of net synergies. On an organic basis, excluding Adenza, Nasdaq's expense growth will be just under 4.5%. We will spend more time on synergies at Investor Day, but we reiterate the net $80 million synergy target by the end of 2025 and $80 million cost to achieve are set forth in the restructuring program we just initiated. Additionally, we are guiding the full year tax rate of 24.5% to 26.5% on a non-GAAP basis, slightly higher than 2023, due to lower expected tax benefit on equity awards. Turning to Slide 20. Strong free cash flow continues to be the hallmark of Nasdaq. For the year, we had $1.6 billion of free cash flow ex-Adenza, and Adenza had $306 million in unlevered pretax free cash flow. Our gross leverage ratio was expected to be at 4.7 times at the time of deal close but we are pleased to share that at year-end, we are at 4.3 times despite 0.1 times headwind from euro strength. Let's go through the details on the chart. At the end of the third quarter, our adjusted leverage ratio was 2.4 times. We added the leverage to acquire Adenza. At the beginning of December, we posted share repurchases and repaid $260 million of term loans. The ratio benefited from the incremental EBITDA from Adenza's full year and net tax growth. We expect to continue deleveraging in the first quarter of 2024. And to wrap up on free cash flow utilization, we have repurchased $269 million of our common stock this year, including $110 million in the fourth quarter. And we paid a quarterly dividend of $0.22 per share for a 35% annualized payout ratio. In closing today, this quarter and this year's performance shows Nasdaq's ability to deliver consistent growth, margin and free cash flow in a range of environments. We are committed to disciplined execution and continued innovation. The investment we have made in our resilience, our technology and our data over the years, coupled with our reach and track record, position us for sustainable growth as we power our client's success. Thank you for your time, and I will turn it back to the operator for Q&A.
Operator:
Thank you, ma'am. [Operator Instructions] And I show our first question comes from the line of Owen Lau from Oppenheimer. Please go ahead.
Owen Lau:
Hi, good morning. Thank you for taking my question. I know Sarah mentioned that as you may talk about that during Investor Day, but could you please add more color on the initial progress of integrating Adenza and achieving revenue and cost synergies? Thanks.
Sarah Youngwood:
Sure. Hey, Owen. Yeah. So we -- as you said, we closed on November 1. We immediately created the operating model on a go-forward basis, meaning we combined the teams. We have a leader structure now that is a combination of Adenza and Nasdaq personnel under Tal. And we've been working very hard to make sure that we bring the sales organizations together, the client delivery success, the operating teams as well as the technology teams together. And so, Owen, I think it's only a couple of months in, but we are definitely operating as one team. We have been -- we have a very specific and defined synergy plan. We have a very clear line of sight as to how we're going to achieve that plan. We will provide more details on that. But I would say, Owen, that across all of Nasdaq, we have a combination of efforts to make sure that we create efficiencies within the team just as a normal acquisition, integration would occur, but then also a locational strategy that allows us to align ourselves with our clients going forward and leverage the strengths that Adenza has in some very critical centers of excellence around the world. So we do have, I think, a good plan. We will provide more details at Investor Day. And then the last thing I would say on revenue synergies, it's obviously very early days, and it takes time to sign new deals. It takes time to develop those relationships. But the early conversations that I've had and that Tal and Valerie, who's the Chief Revenue Officer, have had has been extremely encouraging. People really want to partner with us. They see us now as a partner to help them solve their largest problems. That's across reg tech, that's across anti-fin crime and risk management. I think they understand that we understand them. We are regulated. We have great relationships with the regulators. I mean, they also understand we can bring a lot of advanced technology in and advanced cloud capabilities within Adenza. So I have to tell you that the early conversations are really great. But as we've said all along, it will take time for those revenue synergies to actually show up in the financials. And again, we'll provide you more color on that at Investor Day.
Owen Lau:
Got it. So on Verafin, you published a report, you talked about the amount of fraud and also potential opportunity. Can you talk about the strategy for you in 2024 for Verafin? Which area do you think you can win more Tier 1 and Tier 2 clients? Is it more on the payment side or in other areas? Thanks a lot.
Sarah Youngwood:
Yeah, sure. Yeah, thanks for pointing that out, Owen. We did create a study that -- we're working with two outside parties. So it was both outside parties and us. We interviewed a lot of the key personnel within banks that are responsible for anti-fin crime to understand, number one, how big is the problem. $3 trillion of money laundered through the system, $0.5 trillion lost to fraud. And then how big is the problem in terms of actually having to solve it? And what are the challenges? One is that different criminal actors act differently. So you have to really have different typologies of analytics to try to root out different criminal behaviors, number one. Number two, obviously, we've always said criminals, they don't just bank in one bank. So a single bank cannot look at all their transaction data and actually solve the problem. So Verafin is really a truly unique solution because we do have 2,500 banks that represent $6 trillion of assets, all within a consortium data link that allow us to find very defined topologies and really root out more criminal behavior. So we're seeing fewer false positives, more fraud found, more AML found, and we're able to prove that out, and that's why we've been able to sign up the Tier 1s and Tier 2s with another Tier 1 signed in the fourth quarter. Where we've been focusing? I would say, a couple of things, Owen. One is on continuing to kind of have that flywheel on the SMBs. And in that particular case, we're really focused on moving to real-time payments and making sure that the small to medium banks have world-class AFC around their real-time payments. And so that's a big growth area for us in '24. In the larger banks, we've been -- definitely the easiest ROI to show is fraud. So payment like wire fraud, ACH fraud, check fraud, all of the payments fraud we're finding is a huge benefit and very clear ROI. AML is a harder problem to solve, but we actually had signed one of the large Tier 2s, I think actually two of the large Tier 2s is really focused on AML. And as we solve the fraud problem, what we're also finding is as soon as we go into these large banks, we show them our benefit on fraud. They're already starting talk to us on AML. So that's the land and expand opportunity that we have. And we definitely see expansion opportunities in '24 with the banks you've already signed. And then the last thing I would say is that we also are really focused now in the UK. And in fact, Brendan is meeting with banks this week to really understand and look at our -- particularly our payments fraud capabilities in the UK. The laws are changing to allow for more data sharing, and that will make it so that our pooling is much more effective in supporting their problem and making it so that we can provide a solution there. So that's our next leg of growth as we go through '24 into '25.
Operator:
Thank you. And I show our next question comes from the line of Michael Cho from JPMorgan. Please go ahead.
Michael Cho:
Hi, good morning, Adena and Sarah. Thanks for taking my question. My question, I just wanted to touch on Adenza here. You talked about ARR growth [that can fall in] (ph) the mid-teens, and you've clearly discussed your medium-term ambitions there. But just given the kind of somewhat lengthy sales cycle there, I mean, I was hoping you could talk a little bit about any expectations for Adenza revenue growth this year, maybe in the context of your long-term targets? And then also any color you can provide between Axiom and Calypso would be helpful.
Adena Friedman:
Sure. Yeah. I would just say on an ARR growth perspective, we did provide you kind of that mid-teens view of ARR growth and we continue to see the business dynamics supporting that. And so we would expect that, that medium-term outlook for Adenza will continue to support that mid-teens growth. I think that as we know, revenue growth is -- also is impacted by timing of bookings, timing of renewals there and whether or not it's on-prem or cloud. So we're going to actually unpack that at Investor Day to help you understand how do you turn ARR into revenue, how do revenue dynamics change and recognizing there would be more quarterly shift in revenues. But the general view is that, that ARR growth is definitely the fundamental thing to look at in terms of how you evaluate the growth and progress of Adenza or Calypso and Axiom. And at the same time, we do want you to understand how the revenue dynamics work. The more we sign cloud, the more the contracts become ratable over the life of the contract. And whereas in on-prem deals, we recognize half the license fees upfront upon signing. So there's a lot to unpack there. But we feel great about the overall demand drivers. The other thing to think about with Axiom and Calypso is that timing of renewals also can have an impact in revenue recognition. But again, we're seeing really strong demand cycles for both Axiom and Calypso, so we feel very good about that, whereas timing of revenue might be a little different from one to another just based on when the renewal cycles hit in that kind of given year. So that's definitely -- again, we'll go through it. I would say the foundation is very strong and remains consistent with what we expected.
Operator:
Thank you. And I show our next question comes from the line of Dan Fannon from Jefferies. Please go ahead.
Dan Fannon:
Thanks. Good morning. Was hoping to expand upon that a little bit and maybe incorporate pricing in terms of what pricing contributed to revenue growth and/or ARR growth in 2023 and how you think about that for the Adenza business prospectively?
Adena Friedman:
Yeah. So actually, I mean, we're not going to get very specific on that particular year. But as a general dynamic, when we look at ARR growth, we basically attribute about half the ARR growth to upsells actually. And we upsold a lot of clients and I can’t remember the exact number, but we upsold over 100, almost 150 clients, I think or 120 clients in 2023. And then the other half comes from a combination of pricing increases and new bookings. We don't break that out in terms of that half. But I would just say it is a combination of both. And the way that it works is, obviously, we add a lot of value across the products as we go through the year. And so as we go into both annualized increases that are contractually stated but also renewal cycles, we definitely show that the value of what we're providing to them corresponds with an increase and/or their assets are increasing. And therefore, they're using this across a larger part of their business and that also warrants an increase. But those are -- that dynamic is consistent.
Dan Fannon:
Understood. And then just as a follow-up, based on, I think, some of the factors that were mentioned for listings, revenue in fourth quarter, as you think about the first half of this year and/or the full year with the roll-off of initial fees from prior years plus a hopeful recovery and new listings, how should we think about the revenue dynamics here in 2024?
Adena Friedman:
Yeah, sure. Well, just by the way, just to be very precise, we had 142 upsells, including three cross-sells in Adenza in 2023. I just wanted to make sure we get the facts out there. But in terms of the listings dynamics, it definitely has been a more challenging environment listings. And as you know, as you point out, the amortization of the initial listing fees is an important dynamic within the listings revenues. It benefits -- it means when we have a really strong year of listings, like we had in 2020 and 2021, we don't recognize all the initial listing fees that year, it kind of gives us a lift in the following years because those fees are amortized over two to four years, depending on the size of the listing. But then it means that when we have two more challenging years, it takes time for that to also filter through. And so we will have kind of residual impact of these lower years in 2024 and 2025 as the initial listing fees from the higher years roll off and we don't have, as you've noticed, kind of a net reduction in listings in 2023. So we would expect that 2024 will be a challenging year for listings. Within the data and listings business, though, we basically are saying that it's a low to mid-single digit grower, and we would anticipate that we can still achieve that, even with the more muted listing revenue that we would expect in 2024.
Operator:
Thank you. And I show our next question comes from the line of Kyle Voigt from KBW. Please go ahead.
Kyle Voigt:
Hi, good morning. I mean, maybe first question on sales cycles. You noted that you saw early signs of normalization of sales cycles for your IR and asset owner solutions. Can you speak a bit more about those early signs and give some examples? And in terms of what that means for revenue growth, should we think about the Workflow & Insights organic growth potentially being near a floor type level at 5% organic in the fourth quarter and gradually improving from here or any other commentary you could provide in terms of the timing and what that improvement means around the sales cycles?
Adena Friedman:
Sure. So all of the solutions within Workflow & Insights are SaaS solutions. So how you end the year really determines a lot about the following year. And so we definitely saw a more challenging environment with corporates last year. The listing environment was more muted, but also they were just not as focused on investing across IR in a more challenging market backdrop. That improved in the fourth quarter. And so we did start to have a more, I would say, more normalized environment for conversations and signings of corporate clients for our IR solutions in the fourth quarter, but it was against the backdrop of a harder year overall. So it will take time for that improved environment to actually flow through and show up in the actual SaaS revenues because we obviously have to continue to see that and it will kind of build on itself. But I would expect that 2024 will continue to kind of have some overhang from the weaker environment in ‘23, even with a more normalized sales environment. With analytics, it's actually what's interesting, our overall analytics growth was quite strong in the fourth quarter at 9%. And I think that, that really reflects demand for our data across the buy side and the analytic solutions we have that serve the buy side. But our asset owner solutions, this is a very specific software capability that we offer to endowments and pensions and others. That actually did have an uptick in demand and signing in the fourth quarter, but it was an overall difficult year. So that again, I think will create a headwind as we go through 2024 with the hope that we can start to show some pick-up as we go through the year.
Kyle Voigt:
Understood. And maybe a follow up on Adenza. You mentioned the strong cloud uptake. I guess I'm not trying to front run the Investor Day, but can you just remind us what the cloud adoption will mean with respect to EBITDA margins over the long term, at least directionally? And given the length of these contracts and given the level of uptake in cloud that you're seeing on renewals, is there a rough timeframe as to how quickly that cloud migration might happen over the next few years?
Adena Friedman:
I would say we will provide at least more color on that in Investor Day. But if we think about it, I think, Sarah, it's like 14% of overall revenue?
Sarah Youngwood:
14% of revenue is currently cloud and [50%] (ph) of new ACV bookings.
Adena Friedman:
And then in ARR, it's 21%?
Sarah Youngwood:
21%.
Adena Friedman:
Yeah, 21% of ARR is cloud. So we have a lot of runway here. So as we renew clients, moving them into the cloud modules, as we sign new clients, sign them for new modules. But recognizing that we can sign a client just on a new module in cloud, like it doesn't have to be that they're signing for Calypso and they're adding new functionality, just that new functionality we can deliver in cloud. That's how flexible the platform is. They don't have to kind of redo the whole platform implementation on cloud. But that also means that as we work with clients on renewals and changes, is they're going to have different timelines for how they want to bring that cloud capabilities in. Some banks are marching very fast into cloud and they have like actually top down mandates to move to cloud and that can obviously be a huge catalyst for us. But other banks are marching quite slowly towards it. So we want to be flexible. We expect this to be, as we said, very much a multi-year transition, going from 21% of ARR and growing and growing. But I have to say, it will be a slow moving train. In terms of the economics, it is both an opportunity for us to be a true managed service provider, which gives us more revenue opportunity, and also provide it with a very nice margin for both them and us. So that's an opportunity for uplift, but again, a slow moving train. So we'll want to make sure that we give you a little more color on that at Investor Day.
Operator:
Thank you. And I show our next question comes from the line of Chris Allen from Citi. Please go ahead.
Chris Allen:
Yeah, good morning everyone. I was wondering if you could help us think about the contract value from client wins at Adenza. Maybe any color just in terms of how much a new client -- [you had six this quarter would] (ph) translate from a new contract perspective and we expand relationships with existing clients, we're talking about a 10% increase, 15% increase? Any color that would be helpful.
Adena Friedman:
Well, we don't actually provide specific contract values per client or anything like that. If you don't mind, I think we'll take that one back and think about how we want to provide more transparency there. But I would say this, it's always land and expand. And actually as we move up into Tier 2s and Tier 1s [on ASCs] (ph), it's land and expand. So we might sign a client for, let's say mid to high six figures or low seven figures to land. And then as we expand, we can go and we can double or triple, or even in some cases, you know, have five times the amount over time. And I do think we have some examples of that back when we first signed the deal and on our third quarter results, we gave some examples of how we've expanded contracts over time, but we're not providing you specifics on, like, what the new contract values were for the new clients right now.
Chris Allen:
That was it for me. Thanks.
Operator:
Thank you.
Adena Friedman:
Thank you.
Operator:
One moment for our next question. And I show our next question comes from the line of Patrick Moley from Piper Sandler. Please go ahead.
Patrick Moley:
Yeah, good morning. Thanks for taking my question. I just had one on the retention ratios for Adenza. It looked like, for the full year, they -- on both the gross and net basis, came in a little bit lower than what you were expecting when you initially announced the deal, even after you include the impact of those bankruptcies. So just was hoping maybe you could provide some more color on what you think led to that underperformance there? And then any color on the retention ratios or what your targeted retention ratios would be going forward. Thanks.
Adena Friedman:
Sure. Yeah. So I think we did see some declines in the growth and net retention in the latter part of the year. And I think really a lot of that did come from the bankruptcy that we mentioned and that really did start impacting us in the fourth quarter. And then, we had, I would just say the, what I would call the events of 2023 across the banking system did create some levels of challenge in a couple of very specific areas of retention, but it's not, I would say there was nothing systemic about the concern. There was nothing that we saw that was that was more of a trend in any way whatsoever. It was more the encapsulation of a lot of the events that occurred during the year both in terms of looking at the retention as well as kind of some of the acquisitions that occurred. But again, these are very, very specific and nothing trend-wise. But I don't know, Sarah, if you want to add anything to that.
Sarah Youngwood:
Yeah, the retention on a gross basis was actually flat at 97% if you exclude that bankruptcy. So when we look at it in terms of like long-term trends, we feel that it's very solid.
Adena Friedman:
Yeah.
Patrick Moley:
Okay, great. That's it for me.
Adena Friedman:
Okay, great. Thank you.
Patrick Moley:
Thank you.
Operator:
Thank you. And I show our next question comes from the line of Michael Cyprys from Morgan Stanley. Please go ahead.
Michael Cyprys:
Hi, good morning. Thanks for taking the question. I just wanted to ask on capital allocation, how you're thinking about allocating capital now that the Adenza deal has closed? How you're thinking about the pace of debt pay down as well as buybacks? I thought I heard you mention that you paused on buybacks. Is that pause still in place and what would lead you to reinstate buybacks?
Sarah Youngwood:
Hey, Mike. Nice speaking to you. This is Sarah. So what we have is the strategy that we have outlined is maintained. So we have a balanced view of how to deal with the capital allocation just to reiterate across the dividends, the share repurchase, and the deleveraging. You've seen the pause, as I mentioned, and that pause is going to be maintained in the first quarter. Very important for us to continue to deleverage, and -- but that is a short-term tactical as part of a strategy that overall hasn't changed. So we continue to be committed to the progressive dividend, and you've seen the progress there as well as over time it's important to continue to offset dilution with share repurchase. And so that's the context, and of course this is also a topic that we'll come back to at Investor Day.
Adena Friedman:
You know, one thing we're pretty good at is that, that just leaving 2023, as Sarah mentioned, we're at 4.3 times leverage. So that's ahead of what we had anticipated at the closing of the deal. And so that's actually kind of both the strength of the business, as well as some very specific tactical decisions we made to pay down the term loan as we're kind of getting started to kind of launch into 2024 with a very solid plan on deleveraging. But also the focus though will be on that balanced approach over time.
Michael Cyprys:
Great, thanks. And just to follow up on the expense outlook. I'm sorry?
Adena Friedman:
Yeah, go ahead.
Michael Cyprys:
Just on the expense outlook, I was just hoping you could elaborate on the 5% pro forma growth in expenses for this year in 2024. What would drive you towards the higher end versus the lower end of the range and any moving pieces you might be able to elaborate on? Thank you.
Adena Friedman:
Sure, yeah. So I would say that, first of all, we've been really focused on making sure that we are being as efficient as possible across the business, just on a go -- on a run rate basis. That we are also though continuing to make the investments in driving our products forward, our growth forward, but also automation, on bringing more automation into the company. And at the same time, beginning the synergy achievement on the Adenza deal. And the midpoint really reflects all of that. What would drive the expenses above that would be higher growth. So if we're able to grow faster and we're able to grow more, there might be some revenue related expenses that come in in terms of just being able to achieve that revenue. But I think that it has also more to do with can we continue to actually accelerate some of our investments if we're seeing higher revenue growth throughout the year. And that's why we always give you a range of kind of the mid to long term outlook on our solutions business growth, revenue growth, and expense growth so that you can kind of understand how we calibrate it. But we do feel like it's been a good combination at the midpoint of expense discipline, Adenza synergies, but also targeted investments in our business.
Operator:
Thank you. And I show our next question comes from the line of Simon Clinch from Redburn Atlantic. Please go ahead. Mr. Clinch, your line is open if you're on mute. Mr. Clinch, your line is open. Thank you. And I show our next question comes from the line of Andrew Bond from Rosenblatt Securities. Please go ahead.
Andrew Bond:
Hey, good morning. Could you update us on any new plans or strategies Nasdaq is exploring in digital assets since you've aborted custody offering? Obvious tailwinds following the spot ETF approvals and a lot of new large institutional players that you're familiar with becoming more active in the space. So how's Nasdaq positioning itself now?
Adena Friedman:
Sure. Thanks, Andrew. Yeah, so we are really proud to partner with BlackRock and Valkyrie as they brought their Bitcoin ETFs to Nasdaq. And it really does give investors an opportunity to express a view on the trend of Bitcoin without having -- in a highly regulated marketplace and without having to go and actually buy Bitcoin. So we do think it creates more accessibility for retail investors to have a position at Bitcoin. I think that in terms of the broader digital asset space though, as you know, we are a tech provider to the industry. We continue to provide technology to cryptocurrency exchanges, both trading, clearing, and as well as surveillance. And actually, as we've been working with some traditional exchanges, they want to make sure that they're kind of future proof. So for instance, with one of the CSD clients that we sold to this year, one of the key things is to make sure that they could move towards digital assets in their settlement system. And so we are, all of our technology can support digital assets in terms of trading, clearing settlement, surveillance. And that gives us a chance to work with the traditional exchanges and crypto exchanges. In terms of our specific crypto custody solution, we have built it. We are ready to provide that to exchanges and providers and custodians around the world. So that is now a technology offering that we can offer to clients around the world. But we have made a conscious choice not to launch a custody solution, being a custodian ourselves. I think that we feel that there are several out there that they're operating well, but it's also a very capital-intensive business. And our view is that we are better served being a market operator for the ETFs and other instruments like that, as well as being a technology provider to the industry.
Andrew Bond:
Thanks, Adena.
Operator:
Thank you. One moment for our next question. And I show our next question comes from the line of Alexander Blostein from Goldman Sachs. Please go ahead.
Alexander Blostein:
Hey, good morning. Thanks for squeezing me here. So just a quick follow up again on Adenza. Over the last couple of years, it sounded like they went through a pretty meaningful improvement in their technology stack, and there's probably a bit of CapEx around it. So as you move forward, do you think they're largely done? Are there still kind of things that might be on a heavier lifting side that needs to get implemented that they're not part of Nasdaq? And maybe just talk to your overall CapEx expectations for 2024.
Adena Friedman:
Sure. So I would say that, we'll take Calypso and AxiomSL separately. AxiomSL did do a significant rewrite of their technology a few years ago. So we feel very good about kind of how they're positioned. But, and then Calypso actually, they are super flexible and very modular. So they kind of have this continuum of investment in Calypso. And they've been able to, because of that, they've actually been much more able to, both of them are focused on just bringing in new modules very quickly and iterating on their technology. So we feel really good about the tech foundation. And I think we said that at the time of signing. And now that we've closed on a deal, we've looked under the hood, it is a great technology and it's very modular and kind of platform-based. I think the area that we can really help focus them is on how do we really optimize the cloud implementation to make it so that it's as efficient as possible for them and their clients. And so we have a lot of expertise there. We've had a long history of cloud deployed solutions. And so we do actually think that's an area where we can help them invest to make it so that that can be even more effectively and efficiently delivered. But that's not a significant capital investment as much as that's just continuing innovation. They have been investing in R&D, so that has been a hallmark of their business. And so we are really pleased to see that. And we will continue that, but that's not something where there's a big CapEx requirement right now. We really do see it as a continuum of innovation. In terms of our CapEx across the year, I think, I don't know if they have any specific things that you want to mention there.
Sarah Youngwood:
No, we don't have, like, any particular trends, so you're not going to see, like, a particular acceleration or something of note. We're continuing to invest in the business, and we'll come back and give you a lot of, like, color at Investor Day on the type of returns and the type of breakdowns of our investments. And we have very much a cash on cash view as to what it gives us and in addition to, of course, the investments that are foundational in the business.
Operator:
Thank you. And I show our last question comes from the line of Brian Bedell from Deutsche Bank. Please go ahead, sir.
Brian Bedell:
Great. Thanks very much for taking my questions. Most of them have been asked and answered. But a couple more. One just on the Verafin. I think, Sarah, you mentioned if I heard correctly, Verafin growth in the quarter year-over-year of 25% against the legacy regulatory tech segment of 17%. And then I missed something you said about the surveillance part of that. So I just wanted to clarify, was that 25% at Verafin and there was some offset at the surveillance business? And then as you look at that legacy business going forward, do you see Verafin as sort of a core 20%-ish type of program?
Sarah Youngwood:
So what I said is that, the 25% indeed is the growth for Verafin. And together with surveillance, you end up at 17%. So that's a 6% for surveillance. That is due to a timing of bookings in 2022 that had been an impact on the year-on-year growth for the fourth quarter. So it's really just timing in the prior year period.
Adena Friedman:
For surveillance.
Sarah Youngwood:
For surveillance.
Adena Friedman:
I think, as you know, Brian -- as you know, Brian, we have a kind of an 18% to 23% kind of expectation across CSD. Now, as we move to reg tech and we integrate that with AxiomSL, we're going to be providing kind of a view and I think it's -- I always look at it as 10% to 14% across fintech, all told. And that will incorporate Verafin and surveillance along with market tech and the Adenza products.
Brian Bedell:
Right. Great. Thanks for that. And then just one last one on operating leverage, given your expense guidance. Just I guess the level of confidence on the operating leverage, clearly it looks like it's a good 3 percentage points or more below your [8% to 11%] (ph) solutions revenue guide, but how do you think of the Adenza revenue dynamics versus ARR at Adenza influencing that? I guess the punch line question here is, are you still managing that operating leverage against reported revenue or would you look at ARR as a better guide for that operating leverage dynamic?
Sarah Youngwood:
So we continue to focus on our operating margin and to focus on having operating leverage as we invest on a GAAP basis, but we will always give you the details on the ARR basis, which is really the better economic view of what we are doing.
Brian Bedell:
Great. Thank you.
Operator:
Thank you. That concludes our Q&A session for today. I would now like to turn the conference back to Adena Friedman, Chair and CEO, for closing remarks.
Adena Friedman:
Great, thank you. And as we enter another exciting year at Nasdaq, we remain focused on activating and unlocking new opportunities that will drive the business into the future. Before I close, I want to remind everyone, if you didn't remember already, that we have our scheduled 2024 Investor Day on for Tuesday, March 5th. We hope to see you all there, either in person or virtually, and we look forward to sharing our vision with you. Thank you for joining us and have a great day.
Operator:
Thank you. This concludes today's conference call. Thank you for participating. You may now disconnect.
Operator:
Good morning, and welcome to Nasdaq Third Quarter 2023 Results Conference Call. At this time, all participants are in a listen-only mode. After the speakers’ presentation, there will be a question-and-answer session. [Operator Instructions] Please be advised that today’s conference is being recorded. I would now like to hand the conference over to your first speaker, Ato Garrett, Senior Vice President and Investor Relations Officer. Please go ahead.
Ato Garrett:
Thank you. Good morning, everyone, and thank you for joining us today to discuss Nasdaq's third quarter 2023 financial results. On the line are Adena Friedman, our Chair and Chief Executive Officer; Ann Dennison, our Chief Financial Officer; John Zecca, our Chief Legal, Risk and Regulatory Officer and other members of the management team. After prepared remarks, we will open up the line to Q&A. The press release and earnings presentation are available on our website. We intend to use the website as a means of disclosing material non-public information and complying with the disclosure obligations under SEC Regulation FD. I would like to remind you that certain statements in this presentation and during Q&A may relate to future events and expectations, and as such, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. Information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press release and periodic reports filed with the SEC. I will now turn the call over to Adena.
Adena Friedman:
Thank you, Ato, and good morning, everyone. Thank you for joining us for Nasdaq's third quarter earnings call. Before I begin, I would like to offer brief comment on the situation in the Middle East. We were horrified by the acts of terrorist violence that occurred in Israel last week, and we were deeply saddened by the subsequent loss of innocent lives in Israel, Gaza and the wider region. Our focus has been on supporting our people and our clients with connections in the region. We will continue to monitor the situation closely and stay engaged with them throughout this emerging crisis. Turning now to my remarks about the quarter. I will start by covering Nasdaq's performance and how our strategy is unfolding in the context of the current operating environment, as well as provide key business highlights. I will then turn the call over to Ann for a detailed review of our financial results. I'm pleased to share that Nasdaq continues to make solid progress in our strategic objectives to capitalize on the key megatrends shaping the financial system. Nasdaq continues to execute against the strategic vision to become the trusted fabric of the global financial system, delivering broad-based growth across our businesses, including 6% overall net revenue growth and 8% year-over-year organic revenue growth in our Solutions Businesses. I'm proud of the team's efforts to continue to serve our clients and I'm pleased to see our revenue growth improving in the third quarter, aided by strong performance in our Capital Access Platforms division, particularly in our Index business. In addition, our Anti-Financial Crime division delivered -- continued to deliver strong results with solid growth in our Surveillance business and Verafin continuing to demonstrate strong new customer growth, as well as an expansion contract with the Tier 2 clients. With respect to the market backdrop, during the quarter, we saw variety of cross currents, including increasing market volatility, fluctuating equities markets and rising long-term interest rates. Nevertheless, we experienced modestly improving momentum in our Listings business amid a gradual re-emergence of the U.S. IPO activity with 35 operating companies choosing to list in Nasdaq during the quarter. Based on our client conversations and our growing IPO pipeline, we remain cautiously optimistic on the outlook for the upcoming year. Across the company, as we've discussed before, Nasdaq is well-positioned to thrive by capitalizing on three key megatrends that are shaping the financial system
Ann Dennison:
Thank you, Adena, and good morning, everyone. Turning to this quarter's results. My commentary will primarily focus on our non-GAAP results and all comparisons will be to the prior year period unless otherwise noted. Reconciliations of U.S. GAAP to non-GAAP results can be found in our press release, as well as in a file located in the financials section of our Investor Relations website at ir.nasdaq.com. I will start by reviewing third quarter 2023 performance, beginning on Slide 11 of the presentation. The 6% increase in reported net revenue of $940 million is the net result of organic growth of 5%, including an 8% organic increase in the Solutions Businesses and slightly lower Trading Services revenue, and $3 million in net positive impact from changes in FX rates and acquisitions and divestitures. Moving to operating profit and margins. Non-GAAP operating income increased 4%, while the non-GAAP operating margin of 52% was down approximately 90 basis points from the prior year period. Non-GAAP net income attributable to Nasdaq was $349 million or $0.71 per diluted share compared to $335 million, or $0.68 per diluted share in the prior year period. Turning to Slide 12, as Adena mentioned earlier, ARR totaled $2.1 billion, an increase of 6% from the prior year period, while annualized SaaS revenues totaled $773 million, an increase of 11%. ARR and SaaS revenue growth in the quarter reflect broad based growth led by continued bookings strength in our Anti-Financial Crime division. We are delivering solid performance despite ongoing elongated sales cycles in certain areas of our Workflow and Insights business similar to recent quarters. We are working closely with our customers in the current uncertain macroeconomic environment and are executing well on our strategic pillars of bringing liquidity, transparency and integrity to financial markets. I will now review quarterly division results on Slides 13 through 15. Starting with the Market Platforms division, revenues increased $2 million or 1%, driven by a positive impact from changes in FX rates. Trading Services organic revenue was down 2% driven by lower European trading revenues due to lower volumes. Despite better cash equity revenue capture that offset largely flat U.S. revenues. While we have seen an increase in off-exchange trading, which is common in a lower volatility environment, Nasdaq share of available volume has remained steady. In Marketplace Technology, we delivered 3% organic revenue growth, reflecting solid revenue growth in our Market Technology business. As a reminder, Marketplace Technology revenue growth in the first half of the year benefited from testing revenue and a large project delivery that we don't expect to recur in the second half of the year. We continue to expect full year revenue growth for Marketplace Technology to be at the upper end of our medium term outlook. ARR totaled $511 million, an increase of 2% compared to the prior year period. This growth rate is lower compared to prior periods due to slower Trade Management Services growth resulting from near term market conditions. Market Platforms operating margin was 52% in the third quarter of 2023, representing a 370 basis point decrease from the prior year period due to lower revenue, resulting from lower European trading activity, as well as higher compensation costs, ongoing investments related to migrating U.S. markets to the cloud, and investment in new growth opportunities in Marketplace Technology. Turning to Capital Access Platforms. Revenues increased $34 million or 8%, reflecting organic revenue growth of $32 million and a $2 million positive impact from changes in FX rates. We delivered broad based organic growth in the third quarter, driven by strong performance in Index. Index revenue increased 15% compared to the third quarter of 2022, primarily driven by a 22% increase in average AUM over the prior year quarter. Licensing revenues for futures contracts linked to the Nasdaq 100 Index increased 14%, reflecting higher pricing per contract, partially offset by a decline in trading volume. Additionally, we saw in net inflows over the trailing 12 months of $24 billion including $5 billion in the quarter. While AUM has benefited from a strong year-to-date market performance, we saw AUM impacted by overall markets trending lower in the last two months of the quarter. Moving to Data and Listing Services. Our revenue grew 5%; excluding the positive impact from changes in FX rates, our organic growth was 4%. Revenue growth reflects continued strength in our Data business and the combined impact of de-listings and a more muted IPO environment on Listings revenue growth. However, as Adena mentioned, we have seen several high profile initial listings and 11 switches year-to-date. Workflow and Insights revenue increased 5% organically compared to the third quarter of '22, reflecting growth across our ESG and Analytics businesses, despite ongoing elongated sales cycles with corporates, particularly for our IR tools and for our asset owner portfolio management solutions, affecting revenue growth in the third quarter. ARR for Capital Access Platforms totaled $1.2 billion, an increase of 4% compared to the prior year period. While ARR growth related to our data products remained solid, the Capital Access Platforms ARR growth rate has been impacted by slower listings growth and the impacts of continuing elongated sales cycles on parts of our Corporate Solutions and Analytics businesses. The division operating margin was 56% in the third quarter of 2023, an increase of roughly 50 basis points from the prior year period. Anti-Financial Crime revenue increased $16 million or 21% compared to the third quarter of 2022. Growth reflects robust demand for Fraud Detection and Anti-Money Laundering solutions, as well as our SaaS-based Surveillance Solutions. Our Fraud Detection and AML solutions revenues grew 29% compared to the third quarter of 2022. Surveillance revenues grew 9% compared to the third quarter of '22 with continued customer growth including Tier 3 banks and retail brokers. These new customer wins reflect our ability to drive growth beyond our leadership position with large banks and expand into new customer segments. ARR for Anti-Financial Crime totaled $348 million, an increase of 18% compared to the prior year period. Signed ARR, which also includes ARR for new contracts signed but not yet commenced totaled $381 million, an increase of 19% versus the prior year period. The Anti-Financial Crime division operating margin was 33% in the third quarter of 2023 versus 27% in the prior year period with approximately one half of the margin growth resulting from the timing of recognition of incentive compensation. Turning to Page 16 to review both expenses and guidance. Non-GAAP operating expenses increased $32 million to $449 million. The increase primarily reflects a $32 million organic increase or 8%. The organic year-over-year increase reflects increased compensation and benefits expense due primarily to increased headcount and the impact of merit increases, higher technology spend attributable to continued investment in our business and higher G&A expense. We are narrowing our 2023 non-GAAP operating expense guidance to $1.785 billion to $1.805 billion, which is a $10 million reduction to the top end of the guidance range. As a result, the midpoint of the updated expense guidance range is $5 million lower than our prior guidance, which reflects an annual expense increase of approximately 4.5% for 2023. Assuming stable performance and exchange rates, we currently expect 2023 expenses to be near the middle of the updated guidance range. Additionally, we narrowed our full year non-GAAP tax rate guidance range from 24% to 26% to a range of 24.5% to 25.5%. We expect to come in at or around the midpoint of this updated range for the full year. Turning to Slide 17. Excluding Adenza related debt, our adjusted total debt to trailing 12 months non-GAAP EBITDA ratio ended the period at 2.4 times, down from 2.6 times at the end of the second quarter of 2023. During the quarter, we paid common stock dividends in the aggregate of $108 million. And in September, our Board approved an increase to our share repurchase authorization to a total of $2 billion. Our balance sheet remains solid and our cash flow generation is strong, including $1.6 billion of free cash flow on a trailing 12-month basis. We remain well-positioned to support organic growth, execute on the deleveraging plan we announced with the Adenza acquisition, increase our dividend payout ratio over time and repurchase shares to minimize dilution. In closing today, Nasdaq's third quarter results reflect the continuation of the Company's ability to perform consistently well across a wide range of operating environments. Thank you for your time and I will turn it back over to Adena.
Adena Friedman:
Thank you, Ann. And before we turn to Q&A, I would like to take a moment to acknowledge Ann Dennison. After eight years at Nasdaq, Ann will be stepping down from her role as CFO at the end of this year. Ann has been a guiding voice to the market on our financial performance, a leader in enhancing our Investor Relations and ESG reporting efforts, and as steward to our company's transformation, most recently, through our announced acquisition of Adenza. In conjunction with Ann's upcoming departure from Nasdaq, we're pleased to welcome Sarah Youngwood as our next EVP and CFO. Sarah will join us from UBS Group, where she served as CFO and a Group Executive Board member. Sarah will officially join us on December 1, and will work closely with Ann and the team to ensure a seamless transition. I want to thank Ann personally for her many contributions to Nasdaq. She has been a phenomenal partner to me and the company, and we wish her the very best. And now, I'll turn the call back over to the operator for Q&A.
Operator:
Thank you. [Operator Instructions] And I show our first question comes from the line of Michael Cho from JPMorgan. Please go ahead.
Michael Cho:
Hi. Good morning. Thanks for taking my question. I just wanted to touch on Adenza for my first question. I think, Adena, you talked through the update and I think you mentioned the ARR. But can you also just -- hoping you can talk about for both Axiom and Calypso, the year-to-date revenue growth trends for both of the segments? And then related to that, I was hoping you can touch on kind of the revenue opportunity or revenue growth opportunity as you think about clients going from on-prem to the cloud solution for Adenza. Thanks.
Adena Friedman:
Sure. Great. Thank you. Well, we don't provide or break out the financial, the revenue differences between Axiom and Calypso. But we do provide -- I can give you some color in that, when we're looking at new bookings for the year, we had -- as I mentioned, we had 17 new clients so far in 2020 or I should say they have 17 new clients so far in 2023 and three cross-sells. And when we break that out between Calypso and Axiom, so Calypso had nine new clients sign up and one cross-sell; and Axiom had eight new clients sign up and two cross-sells. And then in terms of the upsells, 95 total and it's really a good even split, 55% upsells in Calypso and 40 in Axiom. So it's really a nice split of revenue growth and opportunity across both of these solutions. When we think about why that is the case, I think that there are a range of reasons, just trends out in the marketplace that are driving demand for both risk management solutions, more advanced risk management solutions for -- across all asset classes, as well as better regulatory reporting solutions. And obviously, those are the two great things that Calypso and Axiom do. And when we think about that acceleration of new sales because they had seven new sales -- new clients sign up last year versus 17 this year, we're definitely seeing a momentum in terms of the regulatory obligations that are coming into the United States as well as the Basel III end game that's really coming across both the U.S. and Europe driving certain demand, but then also moving down market. I mean I think Axiom did a really nice job of bringing in even more banks and brokers into their solutions. So generally, it's just -- we're very pleased with the continued momentum in the business. When it comes to cloud, it's really interesting to see. As I mentioned, the 55% of total bookings were for cloud -- I'm sorry, new bookings were for cloud delivery solutions versus 27%, I think it was last year. And that's really, I think, a combination of two things. One is the fact that banks are more ready to accept cloud delivered solutions. And so that's been a real -- we've seen that across all of our solutions across Nasdaq. They're just more ready to have cloud be a big part of their infrastructure. And they're trying to -- some banks are purposely trying to move out their data centers. I think that the second is that the cloud based delivery solutions are modern. They're modular, they're more flexible. And I think that the team has done a really nice job of selling the benefits of that and you're right in terms of the revenue opportunity. There is a revenue uplift when we are able to sell a cloud module because we become a managed service provider and that takes away costs from on their side for managing an on-prem solution. So we are able to upcharge from that. We haven't discussed what that means in terms of revenue uplift. But -- so one thing just to recognize also is that from a GAAP perspective, cloud revenue is recognized ratably over the life of the contract, whereas the on-prem revenue, there's more revenue recognized upfront. So this will create more stability in revenue going forward as well.
Michael Cho:
Okay. No. Great. Thanks for all the color there. If I could just switch gears a little bit for my second question. I just want to touch on Verafin. I mean, it seems like revenue growth is accelerating there. I'm just curious the types of conversations that Nasdaq’s happened with clients there. I mean, do you get the sense that the SMB clients are tightening budgets or expanding budgets for these types of solutions in Verafin?
Adena Friedman:
I would say that every bank is facing more and more challenges of fraud and AML. So the fraud side is just a pure -- it's a very easy return on investment calculus because they are losing money to fraud and they have to -- and when they make their clients good on something that's happened in their accounts. So it's a really nice clear return on invested capital when they come in and leverage our solutions. Additionally, it is a cloud-based solution. So they're having to make less of an upfront investment from an infrastructure perspective. And so it's a cleaner kind of, frankly, commitment to us. And then lastly is, we do a really good job of onboarding clients. And so particularly small to medium banks, we have an amazing machine to onboard those clients and bring them up into the system very quickly. For the large scale banks, we're working really well with them to integrate or implement and integrate these solutions. And as you can see, we did have that one expansion contract with the client that just signed OFS (ph) in the beginning of the year. So they took our solution. We've been able to implement it and immediately sort of realizing that they wanted more capabilities from us with the complex investigations. So we see really good opportunity to expand. In the AML side, it's a matter of just a lot of regulatory pressure and frankly, the banks really having a true interest in just making sure they do not have that type of money laundering going through their systems. And so again, it's an increasing threat. It's become more complex. Our systems are more advanced than many others. We use a lot of AI in the algorithms to root out criminals. We're able to show much -- many fewer false positives and more activity found than our competitors, and it's just driving a lot of good conversations and demand. So we're -- I really do think -- also the last thing I would say is, when I go to these conferences and I have gone to meetings with small banks, and I have had banks come up to me and say Verafin is by far their favorite partner. They just -- they find that we're a really good partner, and they use that word as opposed to vendor. And I think that that's really a testament to the great service that the Verafin team provides to the clients.
Michael Cho:
Great. Thank you so much, Adena.
Operator:
Thank you. And I show our next question comes from the line of Kyle Voigt from KBW. Please go ahead.
Kyle Voigt:
Hi. Good morning. So now that you have line of sight to deal closure and you have a bit more clarity on the interest rate environment and where your stock is trading, just wanted to revisit the topic of capital allocation after the deal closure. How should we think about capital priorities, specifically on deleveraging versus buyback, post deal closure? And is there any framework you could provide for maybe level of buybacks anticipated for a specific period post deal closure that could kind of help frame the mix there?
Adena Friedman:
Ann?
Ann Dennison:
Sure. Hi, Kyle. Absolutely. So, as we think about post deal closure, obviously, we will evaluate the market conditions from a share repurchase perspective. But in terms of our capital priorities, first and foremost, we are going to continue to invest to drive the business organically. But after that, our priority is to deleverage and to meet the deleveraging targets that we set out when we announced the Adenza acquisition. And then beyond that, we -- our next priority will be to increase our dividends to get our payout ratio up to the 35% to 38% ratio over the next three to five years. And then beyond that, what's left over, we're going to use to offset the dilution, both from our employee share issuances and then also from the issuance related to the Adenza deal. And our cash flows remain very strong. I mentioned we had $1.6 billion in free cash flow on a trailing 12-month basis. So we feel really well positioned to do all of those things in the priority order that I listed.
Kyle Voigt:
Okay. Understood. Thank you for that. And Adena, I mean, you mentioned some of the drivers for the strong kind of high-teens growth for Adenza ARR. Just given the nature of the Adenza business, kind of the length of the sales cycle there and the progress that you've seen since the deal announcement in June, just wondering, if you could provide any updates on -- do you feel more or less confident in kind of that medium term -- low to mid-teens medium-term revenue growth target for Adenza as we look out and for 2024, specifically?
Adena Friedman:
Yeah. So we don't, as you know, provide anything specific to a year. But our medium-term outlook of low to mid-teens revenue growth across the Adenza business, and that would be ARR plus the customer delivery revenue. We continue to have confidence in our ability to achieve that once Adenza becomes part of Nasdaq. I think, as I mentioned, there continues to be a really nice strong demand generally for the solutions. And then also, I think that they've really been able to show the ability to upsell the clients. So the fact they're signing more new clients this year than last year just gives us more upsell capability over time. And the environment is -- these are kind of need to have solutions from banks. I think that, particularly as we're managing through an increasingly complex regulatory environment, there’s more risk in the system than there has been in the past, pretty risk and other things that – and also across currents across asset classes, they really are driving demand for the solution. So over the medium-term outlook, our medium-term outlook remains the same at that low to mid-teens overall revenue growth.
Kyle Voigt:
Thanks, Adena.
Operator:
Thank you. And I show our next question comes from the line of Michael Cyprys from Morgan Stanley. Please go ahead.
Michael Cyprys:
Hey. Good morning. Thanks for taking the question. I wanted to ask about Verafin. I was hoping you could speak to the competitive environment today for Verafin, how you see that evolving. Understand there's big tech companies, such as Google, that have introduced some AML solutions. So maybe you could speak to how your solution differs, talk about some of the steps you're taking to stay ahead of the big tech competitors that have deep pockets in AI expertise?
Adena Friedman:
Sure. Yeah. So I think that there is a difference between what Google is doing and what we're doing. So Google is partnering with a specific bank and providing AI algorithms to support that internal bank's -- essentially think of it as like an internal build but leveraging Google's infrastructure. So the bank is bringing to that relationship very specific algorithms and patterns of that they're looking for, what we call agents. And so that really is kind of what I would say, more of a facilitated on -- a facilitated bespoke build, but with the Google -- underpinning the Google infrastructure and you're right, in the benefit of their AI capabilities. What we do is a purpose built complete software solution that is purpose built for the needs of fraud and AML detection, investigation and reporting. And so we provide an end-to-end solution. The fact that we have transaction data across 2,500 banks, and we also -- we are a cloud-based solutions. So we're able to bring all of that transaction data together. And we leverage AWS. So AWS is our cloud provider. We're leveraging their AI capabilities and their AI engines, including the bedrock solution that we're using for the Gen AI capabilities that we're adding. I think that it allows us to benefit from another great large technology company. But we have built a purpose built solution that is scaled across 2,500 banks. And so it makes it to the bank doesn't have to do their own bespoke build. We are benefiting from the knowledge across all of these banks and the experience in what they're seeing to continue to tune our engines and to build out the solutions. And the last thing I would say is, we do weekly releases. And so we're always staying on touch with the banks as to what they're seeing and bringing those agents into the system that then benefits all of our clients, not just one client. So we're really -- we do think it's a different -- it's certainly a different sale than it would be to look at -- as compared to what Google is doing with that one bank. The last thing I would say is, we are winning share and we're winning in terms of taking out internal builds because of the benefit of the consortium data that we have and the really nice workflow solution and we're also taking out competitors. So we're really pleased with the momentum.
Michael Cyprys:
Great. And just a follow-up question, if I could, just on Verafin. FedNow just launched in July a new real-time payments rail. But there's some concerns around fraud that might limit the uptake by institutions. So can you just speak to Verafin's real-time payment solution, how you see the opportunity set evolving there? And any sort of lessons learned from the clearing houses real-time payment service that's been in place for some time and I believe you have a solution there as well?
Adena Friedman:
Yeah. Actually, we do. We connect with FedNow. We connect with the clearing house. So we are rolling out a real-time payment solution. And we've been in contact with the Fed in the context of their rollout. We've been working with the big banks, the core banking system providers because they also -- they provide core infrastructure to the banks to be able to integrate FedNow and other real-time payment solution. So we've been working with them to make sure we're integrated into their solutions and make it easy for the banks to onboard us for fraud detection. So it's definitely -- that is actually a specific growth area that we're engaged with our SMB banks, our small to medium banks on as we speak.
Michael Cyprys:
Great. Thank you.
Operator:
Thank you. And I show our next question comes from the line of Craig Siegenthaler from Bank of America. Please go ahead.
Craig Siegenthaler:
Thanks. Good morning and thanks for taking my question. I wanted to first touch on the pickup in IPO activity. So it was really nice to see a high win way at Nasdaq this quarter, including several big IPOs. But since then, we've seen the markets pull back, rates rise. Now I know you mentioned you have a robust pipeline, but how is the recent macro, including the conflict in Israel impacted the near-term pipeline?
Adena Friedman:
Yeah. It's a great question, Craig. It has impacted it. So I think I would say what -- how would you characterize '22 and '23? It's been -- we're coming off of a very significant environment in, what I would call a free money environment, coming into an environment that with rising interest rates, which creates unpredictability of the future, an economy that seems to have a lot of resilience, but is still slowing down and a lot of unpredictability that investors are struggling with, because at the end of the day, they have to underwrite the future earnings of a company, and if they can't understand the overall economic environment it's hard to underwrite that risk. So I would say '23 started with a pretty deep frost (ph). We started to see some light green shoots, as Nelson, likes to say, as we went through the spring or as the interest rate environment became a little bit more known. But the fact is that it kind of fits and starts. So we'll have a window open and we obviously had some really interesting companies come out in September. And then you're starting to see the macro environment change again, the geopolitical environment become much more unstable. And that, of course, is making investors pause again on understanding how to take that risk. So we do actually have a really good pipeline of companies. We're really, really proud of the team. I mean, our team is just awesome. And so they're really working hard to work with clients. But the majority of the conversations we're having with clients, not all of them, but the majority are about the first half of next year much more so than the second -- than the fourth quarter of this year.
Craig Siegenthaler:
Thanks, Adena. And just for my follow-up also on a similar topic, can you remind us what percentage of your data and listings revenue is coming from initial listings? And can you quantify the headwinds from roll-offs from accrued revenue from that strong 2021 and '20 IPO period?
Adena Friedman:
Yeah. Again, a good question to understand kind of the dynamics in the listings business. So I don't know the exact percentage of revenue that's coming from new listings. Because just to remind everyone, we have our annual listing fees and then we have our initial listing fees. Our initial listing fees are amortized over a two to four-year period -- two to six-year period, I think, depending on the type of listing it is, and how big it is. So you're right that there is some initial listing revenue that's rolling off in -- from the 2021 listings, not all, but some as that amortization flows through, and that will come off in '24. The answer is around 10% of our overall listing revenues, so -- which is and the listing revenue is somewhere in the range of...
Ann Dennison:
Year-to-date, $300 million.
Adena Friedman:
Yeah, $300 million. So it's -- that revenue will have some fluctuation as you go into 2024. And so you've got to look at the combination of the new listings and as well as from an annual listing fee revenue perspective, the de-listings that we're experiencing, we do provide you that data every quarter, as we think about what the billing cycle is going to look like in January for the annual fees. So those are the big factors to consider in '24.
Craig Siegenthaler:
Thanks, Adena.
Adena Friedman:
Sure.
Operator:
Thank you. And I show our next question comes from the line of Owen Lau from Oppenheimer. Please go ahead.
Owen Lau:
Good morning. Thank you for taking my question. So your organic growth of the Solution Businesses accelerated and come back to your medium to long-term outlook. You talked about the strength in Index and anti-fin crime business. I'm just wondering, if the equity market, Verafin and other business remain stable in the near term and IPO market remain like muted (ph), how should investors think about your organic growth over the next few quarters excluding Adenza? Thank you.
Adena Friedman:
Sure. Hey, Owen. Well, I mean, we don't give specific guidance or specific outlook quarter-by-quarter or year-over-year. But I think that you're right that we're really pleased to see the Solutions Businesses revenue growth really returning into the medium-term outlook that we're -- we have been communicating to you all for a while now. And I think, Owen, if we have a healthy IPO environment, and that really starts to -- that engine starts to turn on again in '24, I think that you'll see the primary benefit of that will actually start to happen in '25 just because it then outflows into our annual listing fees. But beyond that, if we have a stable and healthy trading environment, listing environment, that then obviously drives really good index flows, it drives data demand. And it also probably loosens up and makes it so that corporates and investors are more ready to invest in their new solutions that help automate a lot of the manual processes they have. So it could -- that could continue to unlock more interest, and frankly, easier sales decisions in that space. When it comes to Market Tech and Anti-Fin Crime though, those are really good solid demand businesses where exchanges are very, very focused on bringing their technology into the future, and we now have -- I think we've done a nice job of really getting to a state of maturity across our CSD solution, our next-gen clearing solution, our next-gen trading solution, so -- and our risk management solutions there. So we feel like that demand driver is more stable generally. And then anti-fin crime is just -- as you know, it's a need to have technology, and we do think we have the best technology available. So that demand, we just feel like is much -- is very structural. So I can't say, Owen, exactly what that means for Solutions Business growth. But having a healthy -- general healthy market environment certainly helps create even more opportunity for us.
Owen Lau:
Got it. That's helpful. And a quick one on the sales cycle on Adenza. I mean, we have been talking about the elongated sales cycle. I'm just wondering, is there any like sales cycle impact on Adenza? I mean, you talked about high-teens growth, I think, for Adenza in the third quarter. I'm just wondering, if there's no, like, elongated sales cycle, the budget gets hike (ph) in release or things like that, how high it could have gone? Thanks.
Adena Friedman:
Yeah. I actually do think that there are more gates that are -- all of the larger institutions have a lot of gates to walk through. And I think that our Anti-Fin Crime business, we're marching through these gates, but the gates -- there are many gates, and we have great experience in the past especially with our Surveillance business, to kind of understand that. But with Adenza, there are more gates that they're walking through to get to a sale, particularly with the larger institutions, except when there's a regulatory demand. And that's what we're really interesting. I mean, we've had some really interesting super regionals sign up for Axiom like within three months or four months, that's been some really shorter -- some really short sales cycles when there's a regulatory demand. But if there isn't really a near-term or immediate regulatory demand, the sales cycle is a little bit longer. I think they actually experienced longer sales cycles in '22 than they're experiencing in '23. But generally speaking, they -- I think that if we had a really healthy macro environment around us and more predictability of the macro environment, it would certainly be advantageous to Adenza over time.
Owen Lau:
Got it. Thank you very much.
Adena Friedman:
Sure
Operator:
Thank you. And I show our next question comes from the line of Brian Bedell from Deutsche Bank. Please go ahead.
Brian Bedell:
Great. Thanks. Good morning, folks. Thanks for taking my question. Maybe just back on Verafin. Just in terms of the normal seasonality we have seen in the last couple of years in that business, or I should say Anti-Financial Crime broadly, do you expect that also to represent the past pattern over the last two years in the fourth quarter? And then just sort of confidence around that 20% plus type of growth rate that you've been able to achieve in that going into 2024?
Adena Friedman:
Great. Well, generally, we do see the -- I think it's somewhere in the range like 40% of bookings occurs in the fourth quarter for our Anti-Financial Crime business and we would say that, that's generally what we're seeing. And so we -- now the difference, though is that if we, when we do upsell to the largest banks, there's a little bit of that's not necessarily seasonal, and we don't have as much experience there. So we're not seeing -- that's not something that every single fourth quarter, we're going to see something different. But certainly with the small and medium banks, which is the core business of the anti-fin crime business so far, the fourth quarter is a big sales quarter. And that's actually the case for Adenza as well, kind of 40% to 45% of bookings tend to come in the fourth quarter. In terms of just the general growth characteristics of the anti-fin crime business, we're very pleased with the progress. We continue to see good opportunity to continue to grow in that 18% to 23% growth rate that we've been experiencing.
Brian Bedell:
No. Good to see the progress there. And then, Adena, maybe if you could just update us on the status of the SEC market structure proposals. I know it's a big debate in the industry and there's a lot of back and forth on that. But do you see anything being potentially implemented in 2024 or do you think it's -- the debate will sort of linger on at least into '25?
Adena Friedman:
I think that on the four proposals that the SEC has proposed, I would expect that we'll see something come out to be -- to start to get implemented as we go through 2024. We don't know what that's going to look like yet. I think they've had a lot of comments on the proposals. And I think that in general, the two that seem very -- that feel a little bit more certain are the tick sizes and the 605. Those two proposals feel quite certain. I think that on the best decks and the order competition rule, those are ones that have engendered a lot more debate within the industry. So we don’t know exactly how that’s going to turn out.
Brian Bedell:
Okay. Great color. Thank you.
Operator:
Thank you. And I show our next question comes from the line of Simon Clinch from Redburn Atlantic. Please go ahead.
Simon Clinch:
Hi, Adena. Hi. Thanks for taking my call. I was wondering if we jump back to Adenza again and just your comments about your preparations for integration. Obviously, this is a large transaction, and it's one that you're actually going to be fully integrating to the business. I was wondering, if you could give us an update on, I guess, what the puts and takes are to this plan, and ultimately, how to think about the technology stack and what that -- what the integration of that of Adenza into your existing cloud infrastructure really means for the expense base and margins of that business going forward?
Adena Friedman:
Great. Thanks. Well, I can say that Tal and the entire team has been extremely focused on building out a very robust integration plan. We've been engaged with the Adenza team now for several months, and we're having regular engagement with them to develop those plans and make sure that we feel really good about how we're going to kick off the integration on day one. And we built a lot more granularity to the plan and we still obviously don't own them. So once we own them and we're able to meet more people and really understand the operations, we'll be able to flesh that out into a great amount of detail. But we're extremely committed to achieving the integration, our expectations that we delivered to you all at the announcement. We also definitely see benefit in the cloud infrastructure that we have. That's actually part of our integration. We have not done a lot of detailed work yet on that because we don't own them. We have a lot of, in my opinion, proprietary IP when it comes to our cloud capabilities and our cloud team. So we want to make sure that we own them before we go into really, really deep dives on the technical infrastructure. But our relationship with AWS, we think will be a benefit. I think the expertise that we have in creating very efficient cloud infrastructure, particularly from a data ingress/egress (ph) perspective, I think it's going to be very helpful. And so we look forward to really working with them to continue to develop this cloud capabilities. I have a great view of -- in five years, like how do we want these services to be delivered, how much do we want to have a single-tenant, multi-tenant capabilities, what kind of overall or overarching environment do we want to create for our clients so they see us as a strategic partner across risk management, reg tech, anti-fin crime, capital markets? There's a lot that we can do there, but we have to get in there, we have to own them. We have to kind of get really engage with them so that we can give you a better answer to that in the coming months and quarters.
Simon Clinch:
That's great. Thanks, Adena. I guess just a second question here and just changing tack a little bit. Just on the cash equities business, I've noticed that the revenue capture has been rising quite substantially while the sort of market volumes have stagnated have fallen. And I know some of this has to do with mix, but I was wondering, if you could expand a little bit on sort of what the dynamics are there. And is this a deliberate sort of management on your part to, I guess, smooth out revenue by taking a bit more pricing when times slow down or how should we think about that strategy going forward?
Adena Friedman:
Well, I think one of the things we've always said is that we like to make sure that we have a good balance between share and capture. And one of the things we've been focused on is, what is our share of available liquidity? And Ann mentioned before, we've been able to manage to a pretty stable share of available liquidity and what do we mean by that? In times when volatility goes down, there tends to be more trading that occurs off exchange. So the off-exchange trading percentage tends to go up. So then we look at it and say, well, what can we actually achieve and bring into the exchange and how are we competing with other exchanges? And there, we look at what we call available liquidity. And I think we've maintained a pretty stable share of about 30%. And then within that, we then said, hey, what kind of volumes are we trying to attract into our solution? We want to attract volumes that are additive to overall volumes in the platform. So one, certain orders that come into the market feed other orders, and we're going to work hard to get those orders in. The other thing is we provide a lot of really interesting, as we mentioned, specialized order types that also allow us to charge different rates for these services because they're specialized execution capabilities, and that allows us to have a higher capture. But the one thing we don't do is just chase share that just is fleeting, that if you chase that share, you can really have a significant negative impact on capture, and frankly, not get share that's additive to the NBBO (ph) not get share that brings other on their volume in. So we're very, very intentional about that, and that's why you're seeing some capture go up because more of the volumes moving towards our specialized capabilities, and we're not doing what others of our competitors are doing in terms of chasing fleeting share.
Simon Clinch:
That’s great. Thanks so much.
Adena Friedman:
Sure.
Operator:
Thank you. [Operator Instructions] I'm showing no further questions in the queue at this time. I'd like to turn the call back to Adena Friedman, Chair and CEO for closing remarks.
Adena Friedman:
Great. Thank you. Well, we are excited to continue to update all of you in the coming quarters as we approach the closing of the Adenza transaction and we continue to advance along our journey to become the trusted fabric of the world's financial system. And so thank you very much, and have a great day. Thank you.
Operator:
Thank you. This concludes today's conference call. Thank you for participating. You may now disconnect.
Operator:
Good day and thank you for standing by. Welcome to the Nasdaq Second Quarter 2023 Results Conference Call. At this time, all participants are in a listen-only mode. After the speaker presentation, there'll be a question-and-answer session. [Operator Instructions] Please be advised that today's conference is being recorded. I'd now like to hand the conference over to Ato Garrett, Senior Vice President, Investor Relations. Please go ahead.
Ato Garrett:
Good morning, everyone, and thank you for joining us today to discuss Nasdaq's second quarter 2023 financial results. On the line are Adena Friedman, our Chair and Chief Executive Officer; Ann Dennison, our Chief Financial Officer; John Zecca, our Chief Legal Risk and Regulatory Officer; Tal Cohen, President; and other members of the management team. After prepared remarks, we will open up the line to Q&A. The press release, earnings presentation, and supplemental Adenza information are on our website. We intend to use the website as a means of disclosing material, non-public information and complying with disclosure obligations under SEC Regulation FD. I would like to remind you that certain statements in this presentation and during Q&A may relate to future events and expectations, and as such constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. Information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press release and on periodic reports filed with the SEC. I will now turn the call over to Adena.
Adena Friedman:
Thank you, Ato, and good morning, everyone. Thanks for joining us. My remarks today will focus on Nasdaq's second quarter business and financial performance, the solid progress we're making to deliver on our strategic objectives, and how our recently announced acquisition of Adenza advances our vision to become the trusted fabric of the world's financial system. I'll then turn the call over to Ann to review -- for a review of our financial results. I'd like to begin with an update on the strategic transformation underway at Nasdaq. Since 2017, when we sharpened our focus towards becoming a leading technology provider to the global financial system, we've made significant progress on our strategic journey by allocating capital to our biggest growth opportunities and reorienting our businesses to align better with the key megatrends shaping the global economy. Over that period, we have focused on our innovation strategy on maximizing the potential of cloud computing and AI across our products and markets, while strategically divesting more than $700 million in non-core assets. We've also delivered consistent execution in our operating business through dynamic operating environments, demonstrating the power of the diversified platform we've built at Nasdaq. That execution strength is reflected in our second quarter performance, which I'll discuss shortly in greater detail. But first, let's spend a few moments on Adenza. When we announced the acquisition of Adenza on June 12, we took a seminal step in our journey to becoming a leading technology provider to the global financial system. Our consistent [growth] (ph) throughout Nasdaq's and Adenza's journeys have been our dedication to our clients. As the financial industry faces a steady stream of new regulations and reforms, that present reputational and financial risk. We are positioned to be a key partner in helping participants manage those risks. Most suitably, we will enable our clients to meet regulatory mandates to reduce financial crime, manage liquidity risk, and provide resilient capital markets infrastructure, all while reporting on their compliance to over 100 regulators and agencies around the world. The addition of Adenza's capabilities to the Nasdaq platform will increase our serviceable addressable market by approximately 40%. We saw further evidence of the power of the Adenza business and its performance during the first half of 2023. The company has maintained strong Annualized Recurring Revenue or ARR growth in the high teens as compared to the prior year period, which was underpinned by continued strength in gross and net revenue retention at 98% and 115%, respectively. As we discussed at our initial investor call post-announcement, the fundamental drivers of growth in Adenza's business comes from new client sales, cross-sells, and up-sells to existing clients. Consistent with their strong performance in signing new clients over the last two years, which is provided in more detail in the supplemental information that we provided this morning, both Calypso and AxiomSL continued to demonstrate strong growth across new logo-wins and client up-sells in the first half of 2023, validating our acquisition thesis. Specifically, Calyspo signed seven new clients and completed upsells to 40 existing clients in the first half of the year, while AxiomSL added seven new logos, two of which were cross-sells of Calypso clients and completed upsells to 25 existing clients during the period. The recent performance of Adenza furthers our conviction that we are working towards acquiring a business that delivers world-leading solutions that meet the growing dynamic regulatory needs of our clients. Upon closing of the Adenza acquisition, our focus will be to maximize the client and shareholder benefits. With our strong combined free-cash flows, our capital allocation priorities over the next three years are as follows
Ann Dennison:
Thank you, Adena. And good morning, everyone. Before getting to our second quarter results, I would like to comment on strategic activities across the company. Starting with the divestiture of our power trading business in Europe, we do not expect the recently announced sale of the business to have a material impact on our financials, and we plan to include historical results for this business in the Corporate and Other portion of our financials starting next quarter. Once all open interest is transferred, we expect the sale to reduce annual revenues and expenses by approximately $35 million and -- $35 million and $20 million, respectively. Turning now to Adenza. We have seen Adenza continue its strong execution across both new customer wins and cross-selling activity. These new customer wins and expansions contributed to Adenza, achieving year-over-year ARR growth in the high teens with both Calypso and Axiom each delivering solid double-digit ARR growth over the past year. We have provided a supplemental information deck that includes information about Adenza's business and recent performance to help further illustrate Adenza's continued strong momentum. As we embark on our integration planning with the Adenza team, we remain confident in our ability to deliver on the $80 million in net cost synergies by the end of year to post-closing. In order to provide our shareholders transparency into our progress in achieving our Adenza related expense synergies, we will disclose the one-time costs related to achieving our synergies separately from our existing restructuring program that we announced at the start of 2023 related to our divisional realignment. To finance the Adenza acquisition, we have secured financing for the transaction through a successful bond issuance in June, issuing $4.25 billion in US dollar denominated debt across two, five, 10, 30, and 40 year terms, as well as EUR750 million euro denominated eight year bonds. To enable us to manage our deleveraging plan we expect to fund the remainder of the cash component of the transaction with a $600 million term loan that we plan to issue just prior to closing, as well as commercial paper. The estimated weighted average cost of debt is just under 5.5%. To minimize the carrying cost of the debt prior to closing, we are investing the proceeds of the bond issuances in highly liquid and low-risk investments, and we expect the net carry to be less than 50 basis points at current market rates, which will be excluded from our non-GAAP result. With regards to our capital allocation priorities moving forward, as we work to integrate Adenza and optimize our business to achieve the full benefits of the acquisition after the closing, we will be focused on using our free-cash flow to generate return for our shareholders. Specifically, looking back to 2022, Nasdaq generated approximately $1.45 billion in operating free-cash. In 2022 Nasdaq returned approximately $380 million in dividends, which was 26% of free cash flow and we expended approximately $230 million to offset employee-related dilution. That left us with over $800 million in free-cash flow to use for other strategic and investor return activities. With the addition of the shares that will be issued to acquire Adenza, if all else stays the same, our dividend payment at the current payout of $0.22 per share will increase to approximately $510 million annually. We have also stated our plans to increase the dividend to achieve a 35% to 38% payout ratio over the next three or four years, which implies an approximately 10% CAGR in the dividend payout ratio over the period. We expect Adenza to generate approximately $300 million in unlevered pre-tax cash flow in 2023. We expect the debt financing for our planned acquisition of Adenza to result in annual interest payment of approximately $325 million, which is more than Adenza’s current free-cash flow. However, as Adenza grows and as we pay-down debt, we expect incremental free-cash flow from the addition of Adenza to fund incremental debt repayment and share buybacks. Based on the 2022 results combined with the full year 2023 estimates for Adenza, we will have approximately $700 million in excess annual free-cash flow beyond our dividends and employee related buybacks and we expect that amount to grow commensurately with our earnings growth over the next three years. With the remainder of the free-cash flows over the next three years, our priority is to delever and bring our leverage ratio to 4.0 times within 18 months and 3.3 times within three years. The [G&A] (ph) ratios reflects the combination of business growth that drive increases in EBITDA, as well as debt pay-downs. Therefore, we will not provide a specific pay-down schedule. However, based on our debt maturity profile and the nature of our debt, we will have the flexibility to pay-down approximately $2 million between now and year-end 2026 without any prepayment penalties or other restrictions. While we don't anticipate needing that full amount to support our path to 3.3 times, we want to have the flexibility to accelerate and/or exceed our pay-down expectations if we believe is the best use of capital to drive shareholder returns. We will also execute share buybacks to help offset the acquisition-related share issuance and support EPS accretion. After the debt pay-down, we will focus on using the vast majority of our remaining free-cash flows to execute share buybacks. Our focus over the coming years will be to maximize the client and shareholder benefit we received from the Adenza acquisition. Therefore as Adena mentioned earlier, we do not anticipate making any significant acquisition-related capital allocation decisions that would deter us from sizable stock buybacks over the coming years. Turning to this quarter's results. My commentary will primarily focus on our non-GAAP results and all comparisons will be to the prior year period, unless otherwise noted. Reconciliations of US GAAP to non-GAAP results can be found in our press release, as well as in a file located in the Financials section of our Investor Relations website at ir.nasdaq.com. I will start by reviewing second quarter 2023 performance, beginning on Slide 11 of the presentation. The 4% increase in reported net revenue of $925 million is the net result of organic growth of 4%, including a 6% organic increase in the Solutions businesses and stable Trading Services revenue and $4 million of net negative impact from changes in FX rates and an acquisition and divestiture. Moving to operating profit and margins. Non-GAAP operating income increased 1%, while the non-GAAP operating margin of 52% was down approximately 140 basis points from the prior year period. Non-GAAP net income attributable to Nasdaq was $350 million or $0.71 per diluted share, compared to $342 million or $0.69 per diluted share in the prior year period. Turning to Slide 12. As Adena mentioned earlier, ARR totaled $2.1 billion, an increase of 6.5% from the prior year period, while annualized SaaS revenues totaled $755 million, an increase of 11%. We are delivering solid performance despite low IPO volumes and elongated sales cycles in certain areas of the Capital Access Platforms division, which had a modest impact on the rate of ARR and SaaS growth this quarter. We are well positioned to deliver improving revenue growth as sales cycles normalize and capital market activity increases. I will now review quarterly division results on Slides 13 through 15. Starting with the Market Platforms division, revenues increased $5 million or 1%, with an organic increase of 2%. Trading Services organic revenue was flat, with higher US revenues driven by strong US equity capture and continued options volumes, offset by lower trading revenues -- European trading revenue due to lower volumes despite better share. In Marketplace Technology, we delivered 5% revenue growth driven by strong results in both Trade Management Services and Market Technology. As a reminder, Trade Management Services revenue growth in the first half of the year benefited from testing revenue that we do not expect to recur in the second half of the year. Additionally, we will face tougher comps in the back half of the year as we cycle through strong revenue growth we had in 3Q and 4Q last year. And therefore, we continue to expect full year revenue growth for Marketplace Technology to be at the upper end of our medium-term outlook. ARR totaled $516 million, an increase of 5% compared to the prior year period. The division operating margin of 53% in the second quarter of 2023 reflects a 200 basis point decrease from the prior year period due to lower revenue resulting from lower European trading activity, with ongoing investments related to migrating US markets to the cloud and investments in new growth opportunities in marketplace technology. Capital Access Platforms revenues increased $16 million or 4%, with organic revenue growth of $15 million, excluding $1 million related to an acquisition. Growth in the division was broad-based for the quarter. Specifically, Index revenue returned to growth, delivering a 4% increase compared to the second quarter of 2022, primarily driven by a 9% increase in average AUM over the last year. Licensing revenues for future contracts linked to the Nasdaq 100 Index declined 9%, reflecting a 28% decline in trading volumes, which was partially offset by higher pricing per contract. Second quarter revenues also benefited from improving futures revenue share related to meeting certain contractual milestones in the quarter. Additionally, we saw net inflows over the trailing 12 months of $25 billion, including $10 million in the quarter. In Data, revenue grew by 5% due to continued strong demand from enterprise and international customer strategies, with growth in recurring data sales driving solid revenue growth. Listings revenue was flat year-over-year due to continued weak IPO environment, coupled with slightly elevated delistings, including SPAC. Workflow & Insights revenue increased 5% organically compared to the second quarter of 2022, reflecting growth across our ESG, IR and Analytics businesses despite ongoing elongated sales cycles among corporates and asset owners affecting revenue growth in the second quarter. ARR for Capital Access Platforms totaled $1.2 billion, an increase of 4% compared to the prior year period, which reflected a significant slowdown in new listings and the impact of continuing elongated sales cycles. The division operating margin was 55% in the second quarter of 2023, a decrease of 200 basis points from the prior year period. Anti-Financial Crime revenue increased $14 million or 19% compared to the second quarter of 2022. Organic growth was 19% in the period. The growth reflects robust demand for fraud detection and anti-money laundering solutions as well as our SaaS-based surveillance solutions. Specifically, our Fraud Detection and AML solutions revenues grew 23% compared to the second quarter of 2022. Surveillance revenues grew 13% compared to the second quarter of 2022, with solid growth in subscription revenues from new and existing customers, partially offset by softer professional fees. ARR for Anti-Financial Crime totaled $339 million, an increase of 18% compared to the prior year period. Signed ARR, which also includes ARR for new contracts signed but not yet commenced totaled $365 million, an increase of 20% versus the prior year period. The Anti-Financial Crime division operating margin was 36% in the second quarter of 2023 versus 27% in the prior year period, with approximately one half of the margin growth resulting from a benefit in our expenses due to a onetime adjustment to the incentive compensation program. Turning to Page 16 to review both expenses and guidance. Non-GAAP operating expenses increased $28 million to $441 million. The increase primarily reflects a $34 million organic increase or 8%, partially offset by a $6 million decrease from the impact of changes in FX rates. The organic expense increase is primarily driven by higher compensation and benefits expense reflecting higher headcount and technology spend as we continue making growth investments across the platform. Compared to the first quarter of 2023, expenses increased due to the timing of our annual merit adjustments and equity grants. However, this sequential increase was less than we expected due to the previously mentioned onetime adjustment to the ASC incentive compensation program, as well as lower-than-expected hiring and client incentive marketing spend. We are narrowing our 2023 non-GAAP operating expense guidance by $30 million to a range of $1.785 billion to $1.815 billion. The midpoint of the expense guidance range now represents an annual expense increase of just below 5% for 2023. The decrease in our expense growth expectations primarily reflects the impact of our decision related to the redesign of our digital assets offering as well as the adjustment to the ASC incentive compensation program. Assuming stable performance and exchange rates, we currently expect 2023 expenses to be near the middle of the updated guidance range. Additionally, due to the timing of expected expenses, we expect a greater sequential increase in expenses in the third quarter than in the fourth quarter. Our full year non-GAAP tax rate is expected to be in the range of 24% to 26%. Turning to Slide 17. Excluding Adenza related debt, our adjusted total debt to trailing 12 months non-GAAP EBITDA ratio ended the period at 2.6 times, consistent with the first quarter of 2023, and there are no long-term debt maturities until 2026. With our strong balance sheet and cash flow generation, including $1.5 billion of free cash flow on a trailing 12-month basis, we continue to be well positioned to support growth in a variety of macroeconomic backdrop. During the second quarter of 2023, the company paid common stock dividends in the aggregate of $109 million. As of June 30, 2023 there was an aggregate $491 million remaining under the Board authorized share repurchase program. In closing, today, Nasdaq's second quarter results reflect the continuation of the company's ability to perform consistently well across a wide range of operating environments. Thank you for your time, and I will turn it back over to the operator for Q&A.
Operator:
Thank you. [Operator Instructions] And I show our first question comes from the line of Owen Lau from Oppenheimer. Please go ahead.
Owen Lau:
Good morning and thank you for taking my questions. So for the two new Tier 1 and Tier 2 clients signed in Anti-Fin Crime in the second quarter, could you please give us an update on the timing of the implementation and the timing you can book the revenue? And also -- could you please also give us more color on the traction and pipeline in this business? Thanks.
Adena Friedman:
Sure. Thanks, Owen. So with the Tier 1 and Tier 2 clients, some of them -- we signed two of them kind of early in the quarter and signed two more of them a little bit later in the quarter. I think that each of them is going to have a slightly different time line. These are more complex implementations. But we would expect kind of a six to nine month implementation period for them. So -- and we will start to therefore be able to kind of demonstrate the revenue benefit of them as we bring them online. So hopefully, that means that we'll be able to bring at least most of them into online before the end of the year or early next year is, I think, the plan right now. In terms of the pipeline, we actually are very encouraged by the continued pipeline of larger banks that are working with us, either in contracting or on POCs. We have several that are working with us in their proof of concepts, and we have another several that are working with us in contracting. But of course, as we've talked about from the very beginning, the contracting process with banks takes a long time, particularly as you get up market. And so this will continue to be, what I would call, a slow-moving train as we continue to bring more of the larger banks online to our Anti-Fin Crime solutions.
Owen Lau:
Got it. That's helpful. And also, I recognize that the Index AUM has recovered a lot, but the revenue actually came in much stronger than our expectation. And I think you've mentioned like pricing on certain contractual milestones. But is there anything you want to highlight on this business? Thank you.
Adena Friedman:
Sure. Thanks, Owen. We did update our disclosures since the beginning of the year to help you understand the average AUM for the quarter -- for each quarter. I think with regard to -- so you have to kind of look at it both on the AUM side, and we do provide a fair amount of disclosures to help you estimate that. I think then on the trading side, it's -- as we said, it's a combination of things. It's obviously combination of the pricing that CME chooses, they are combination of the volumes and then how the contract works. And as of prior quarters, we did hit a new contractual tier in the second quarter, which I think has been consistent with prior years. I don't think there's really other things to really mention there other than just we're really excited, frankly, to see the recovery of the Index AUM, the fact that it's obviously reflecting the recovery of the market. And most notably, what we can control, which is the inflows into the indexes at $25 billion over the last year.
Owen Lau:
Thank you very much.
Adena Friedman:
Thanks, Owen.
Operator:
Thank you. And our next question comes from the line of Patrick Moley from Piper Sandler. Please go ahead.
Patrick Moley:
Yes. Good morning. Thanks for taking my question. Adena, I wanted to go back to Adenza. Your stock has reacted negatively since the acquisition. So just wondering, based on maybe your conversations with investors, what do you think investors are getting about this acquisition? And then what, if anything, if you could has maybe surprised you about the reaction since the announcement? Thanks.
Adena Friedman:
Sure. Well, thanks, Patrick. So we -- as I've mentioned before, we are very excited about being able to bring Adenza into Nasdaq. And I do think that we're making a long-term conviction decision here to grow and expand our platform to be able to serve the financial institutions more holistically. The fact is that, Adenza is a private company and there was a lot for investors to learn, it's obviously also a big capital allocation decision that we're making. And so, we're trying to make sure that we continue the educational journey with investors, and we provided a supplement today that hopefully gives a little bit more color on the depth of the clientele, the nature of the products and how we look at it together in terms of how we can provide complete risk management reg-tech type solutions for our clients and how all of our solutions will fit together. I just think that it's -- as we've mentioned before, it's an exceptional asset. It's got 15% growth and we're kind of seeing the range of 13% to 16% in general. It has 98% gross revenue retention, 115% net retention. It still is signing on new clients across the spectrum of the clientele around the world, and it upsells clients really successfully. We're also seeing a lot of great tailwinds, frankly, just from the changes in regulation with -- including the Fed announcement last week in terms of new proposed rules for the US banks, that will obviously play into the capabilities. And one of the examples we provided in the supplement is from a super-regional bank in the US that has over $100 billion of assets that has kind of signed on for the Axiom solutions very quickly as they're looking at the new rules that may be coming. But we also have a whole range of new rules, obviously, across the world and that is a very dynamic environment. It's super complex. And I think also as banks also look to expand growth, expand regionally, expand asset classes, they leverage our solutions and we can expand with them. So I have to say we are clearly very excited to help them solve their most challenging operational problems. I think we also want them to be able to kind of, what I call, simplify the complexities that they're dealing with, with technology. And over time, we feel very confident that we will be able to demonstrate both to the clients and to the shareholders that this is a great business to have within Nasdaq.
Patrick Moley:
Great color. Thank you.
Adena Friedman:
Thanks, Patrick.
Operator:
Thank you. And I show our next question comes from the line of Michael Cyprys from Morgan Stanley. Please go ahead.
Michael Cyprys:
Hi. Good morning. Thanks for taking the question. Maybe just circling back to the Capital Access Platforms, you mentioned seeing some increased demand internationally for data. I was hoping you might be able to elaborate on what sort of data sets and customers, which countries are you seeing that from? Thank you.
Adena Friedman:
Thank you, Michael. We don't provide details on every country, but I would say, we've been very successful in expanding across Asia and Lat Am, and that continues. So it's not just -- I would say, as we started our efforts in Asia several years ago, we found a lot of great demand in China, and then we expanded into Korea and now into Southeast Asia. And so, it's just -- it's a great opportunity for investors from all over the world to gain exposure to U.S. markets and understand the data in real time. And then we also expand -- have done a really nice job of working with our colleagues that manage, for instance, listings and market tech in Latin America to kind of open up the Latin American market for data, and we continue to see really strong demand there. So it really has been kind of a global expansion of the distribution of real-time information. And then we also have our Data Link platform, and that's also growing nicely with some really unique data sets that our clients are adding to their portfolios. And so, that also has been a really nice growth pillar for us in the data business.
Michael Cyprys:
And sorry, which type of data is this?
Adena Friedman:
I mean we've talked about Data Link being kind of a delivery mechanism for our market data, for third-party kind of what we call unique data sets that we think will help clients look at kind of underpinning, like KPIs and other things that might underpin the performance of companies. We also provide information around retail flows within the Data Link platform in partnership with the client, with the partner. I mean, so it's really kind of a full range of information or data sets that are available. Data Link, there is actually a website, if you're interested, and that provides kind of a library of all the different data sets that are available through Data Link. And it's actually -- what's really cool is, they're all offered on and out through a very modern API structure, so it's really easy for our clients to take the data in and integrate them into their internal audit systems.
Michael Cyprys:
Great. Thanks. And just if I could ask a follow-up question on Adenza. I was hoping you might be able to talk about the sales strategy, their approach to marketing and sales efforts. Maybe you could elaborate on how large their team is, how that's organized and how you might evolve their approach and resources.
Adena Friedman:
Sure. Yes. Actually, it's one of the things we really like about how they've organized the business. So when Calypso and Axiom came together, what they did was, they still have two discrete platform -- technology platforms, and I think that they do solve different needs. So it makes sense for those platforms to be discrete. But they first of all, before I talk about marketing, they do -- they're all -- they're starting to demonstrate the power of the business by sharing data through modern APIs that they can cross over from one platform to another to service specific clients, and I think that's going to help with cross-sells going forward. But the way that they organize their go-to-market is that, they have a product team and the product team has kind of a marketing team within it, so product marketing, and then they also have specific product sales on people. And then they have an enterprise sales team. And that enterprise sales team really is regionally focused and really talks to -- kind of goes high up in the organization as possible to talk about the complete solution set to understand their needs, understand their problems, and then they'll bring in the product sales team to help with specific -- kind of [client] (ph) specific products and capabilities that the company has. And then once a client signs a contract, then they start to engage with the client success team, the client implementation team. And the way that they've been able to organize that as they try to match up the client success organization with specific sales -- enterprise sales people so that there's consistency in the experience that the clients have moving into implementation. And then they have, I think, a very good and scaled client success organization. So we like that model because it kind of creates kind of an umbrella go-to-market and client service capabilities across multiple products. And so as we bring Adenza into Nasdaq and we think about how we want to integrate that with our Market Technology business, with the Surveillance business, we think there's opportunities for us to really leverage that scaled model for the broader technology platform. And that then allows us to go in kind of towards the top of the house within the banks, explain our complete solution suite and then deploy our product teams appropriately into meeting their needs. So we're very excited about that.
Michael Cyprys:
Great. Thanks so much.
Adena Friedman:
Sure.
Operator:
Thank you. And I show our next question comes from the line of Alex Kramm from UBS. Please go ahead.
Alex Kramm:
Yes. Hey, good morning, everyone. Just starting with a follow-up on Verafin and this maybe nitpicky, because we're just getting used to some of these new disclosures. But when I look at signed ARR on a quarter-over-quarter basis, which should imply net new sales, I think that was $11 million, which, if my numbers are right, is flat year-over-year. So when I think about those four bigger size wins, does that mean that -- what does it imply for the rest of the business? Does it mean slower sales to Tier 3 and beyond? Slower pricing power? Or again, these are small numbers, but just wondering if the remainder of the business is chugging along quite well as well.
Adena Friedman:
Yes. No, Alex, I'm not going to be able to kind of go into all these discrete details, but I would say this, the business is chugging along quite well. I mean, we had 47 new small to medium bank clients sign on in the quarter, and then we had the four. And so kind of the composition of ARR, we'll have to kind of unpack what you're asking and make sure that we can give you a more discrete answer. But generally speaking, it's generally healthy. I mean, we have good signings of the small to medium banks. We have good signings of the larger banks, and those will come online as we get later in the year. And you're right that, it's signed ARR, so they should be reflected there. And then, of course, in the Surveillance business also, we have -- as mentioned, we had 10 new clients. So I think we'll have to kind of work to make sure that we reflect that in a way that helps you. But I think that we said basically 20% growth in signed ARR year-over-year, so we'll have to understand more of your discrete question later.
Alex Kramm:
Fair enough. And then secondly, this is maybe a little bit more strategic. But clearly, you announced another divestiture during the quarter and that's been part of kind of like the strategic pivot as well. Now that you've done Adenza here, reasonably sizable deal, big leverage, the question has been coming up a little bit more, it's like, hey, could there be other bigger divestitures that actually help accelerate the pivot even further? And not surprisingly, OMX comes up a lot here. So, I know you're not going to talk specifically about that asset, I guess, in terms of any potential to sell it. But maybe you can just remind us why OMX and other related business is a core component of the Nasdaq strategy, how it fits in there? Because clearly, people are asking the question. Thanks.
Adena Friedman:
Yes. And I know you're in Europe for this week, so I have a feeling you're hearing that there. But I -- first of all, we don't use the name OMX anymore, because they are -- they've been part of the Nasdaq family for 15 years. So -- but our European trading -- our European markets business is an integral and strategic part of who we are. And I think that I can say that with great conviction. And the reason is that, number one, the European business, I mean, the Nordic business and the Nordic markets are, in my opinion, the shining star of Europe. They've got great retail participation. They've got great markets. They've got a great financial ecosystem that underpin the markets there. I think we've been able to show over the last five years a very healthy listing environment. We also have great data sales of the Nordic data. And then we also had a trading business, because that business is comprised of all three of those components. We also have deep relationships across the Nordic banks and brokerage firms. We see that team that's in Europe sits right next to our Market Technology team. And so, the expertise that they have in running their own market, they are often deployed with our Market Tech team to go help and develop other markets around the world. We'll bring them out into markets all over the world and help them, let's say, develop their surveillance programs, help them understand market structure, think about auctions and things like that. So that team is integral to the Market Tech team and helping us sell and expand our technology around the world. And then also culturally, they've been obviously a leader in ESG. They've brought that ESG culture into Nasdaq. They helped us think about designing products that we now provide to our corporates to help them manage the complexities there. And then we have Puro.earth, which is our carbon removal marketplace that helps corporates meet their net zero commitment. So it is an integral part of who we are. And then the last thing I would say is, we've been on a very specific path to integrate -- to make our technologies more consistent between the US markets and the European markets. We launched our, what we call our Fusion platform, which I love that name because it is, in fact, fusing our technologies across our markets. And we've deployed that in the Nordic through this market. We're now deploying that across our US options markets. All of our surrounding systems have become consistent. And so, we're going to be able to demonstrate over time even more scalability across our markets business as we continue to combine that technology. So as you can tell, it's a big part of who we are. We're really proud and pleased to be integrated into the Nordic business as our Nordic markets as we are. So hopefully, that helps you.
Alex Kramm:
Very clear, and I'll try to forget the OMX name. Thanks.
Adena Friedman:
Thanks, Alex.
Operator:
Thank you. And I show our next question comes from the line of Kyle Voigt from KBW. Please go ahead.
Kyle Voigt:
Hi. Good morning. So you noted AxiomSL added seven logos and two of those were cross-sells to Calypso clients, which really suggests they're having success in kind of driving revenue synergies from that combination. Just given those businesses haven't been integrated for that long, I think since maybe July 2021, I'm wondering how far along Adenza is in terms of driving those AxiomSL and Calypso revenue synergies and cross-sells. And I guess, is it fair to think that a majority of those revenue synergy opportunities really haven't been realized at this point?
Adena Friedman:
Yes. I actually would agree with that completely. So as we've talked about, when you're selling into some of these larger banks, the process of getting sales done tends to be longer. So you're right, if they kind of came together in 2021, they then had integrations. They had their own operational integrations they were implementing. They want to educate their sales organization. They have their whole enterprise sales model, I mentioned it before. And so, they are just now really starting to demonstrate how the cross-sells can work. I think they've had five cross-sells and now they've been able to add two more. So, they are starting to show that there is real potential here to cross-sell capabilities. And hopefully, that also means the potential to shorten sales cycles. Because if you have a master services agreement and then you cross-sell another product, the hope is that you can cut down on the contracting time. But it is just beginning in terms of showing how they can open up doors. And the other thing to mention is on Page 3 of the supplement, we show you the revenue composition by bank tier or by client tier, and you can kind of see that they're different, right, from between Calypso and Axiom, but they're selling into all of those tiers, both of them. But they have certain strengths in different tiers. And so, as we think about the power of bringing those two platforms together and then the power of bringing our ASC capabilities and our Market Tech with it, you can kind of think about how we can help each other grow and expand in those tiers where they may be less penetrated. So that's obviously part of our investment thesis as well.
Kyle Voigt:
That's great. And then just maybe one follow-up on Adenza, if I could. In the deck, you reiterated that TAM growing 6%, the SAM is growing 8%. And I understand there's a lot of opportunity with the chop on driving higher revenue growth near term and that kind of teens growth range, especially with the regulatory changes that you cited earlier. But I was wondering if you could kind of rearticulate on a longer-term basis why this Adenza business might be able to sustainably grow faster than a 6% TAM or an 8% SAM. Whether that's gaining share competitively or how it's positioned within its subsegments within that SAM that would be really helpful.
Adena Friedman:
Yes, sure. They are gaining share. So that's really exciting to see. And they are, in fact, winning -- they're winning mandates from companies that have competitors. So, that is kind of how -- obviously, how they're winning share. So I think that, that's a very -- that's an exciting part of why we really like their business. They have -- unlike some of their competitors, they're very modular. So they can go in and with one module to kind of breakthrough to a client and then demonstrate their value and then start to expand across other modules, which then allows them to say, you know what, we can do that for you instead of this competitor. We can do this for you instead of that competitor. And they start to penetrate the client by gaining share as well as reducing their internal spend. And frankly, that's a strategy that we're seeing really successfully play out within Verafin as well. So we do know that strategy can be very effective. Within Verafin, just to digress for one second, we penetrated one of the clients that we went into on the Tier 2s, we went in just showing them our alerting capabilities. And they then said, "Well, wait, your workflow is so much better than what we have. Let me actually -- we're going to use not only your learning, but we're going to use your workflows as well." And now they want to -- and that was on AML and now they want to kind of look over on the fraud side. And they have existing systems in fraud, but they realized just how, frankly, awesome our platform is. So it allows us to go in and land and then expand by potentially taking out competitors. And I think -- I also think that Calypso and Axiom, the teams, they don't stand still. They're adding new capabilities that will, obviously, continue to grow the market opportunity. And an example of that is that Calypso, in the last few years have moved into the buy side. And not just opening up a whole new segment, client segment, they went from like three to -- I don't want to say the wrong thing, but like 3% to 14% of their revenue coming from the buy side just in the last few years, so that's a growth area. And then lastly, as they're deploying their solutions in cloud, so 53% of their sales this year so far have been cloud-deployed modules. That actually allows them to be a managed service provider, which then, of course, allows them to take a bigger share of wallet as they're managing the product and not just deploying it. So those are all the reasons why we think the revenue growth is highly sustainable.
Kyle Voigt:
Very clear. Thank you very much.
Adena Friedman:
Thank you.
Operator:
Thank you. And I show our next question comes from the line of Michael Cho from JPMorgan. Please go ahead.
Michael Cho:
Hi. Good morning. Thanks for taking my question. I guess I'll just follow-up with another Adenza question as well. When we kind of think about the large recurring revenues of Adenza, I realize the new clients and upsells are driving the majority of the revenue growth here. But if we think about existing clients and kind of existing contracts, is there a volume component to any of those contracted revenues? I mean just trying to better understand the recurring nature of the revenue profile and revenue growth for Adenza. I think this may speak to more towards [indiscernible], but maybe you can elaborate there.
Adena Friedman:
Sure. Yes. We have not seen any sort of volume-driven contracts like that. So it's really a -- just think of it as a licensed service maintenance and/or cloud delivered subscription. So they don't have volume kickers within their contracts as far as we know. I think it is much more of a traditional software business. Hopefully, that answers your question, your specific question.
Michael Cho:
Yes. No, great. And then just a follow-up, just to switch gears on digital assets. I realize you mentioned about the custodian initiative being halted. Is this a clean pivot away permanently or more of a delay? And I realize Nasdaq is still going to be highly involved in the digital assets ecosystem in a meaningful way. But hoping you can kind of flesh out some of the considerations here as you thought about the custodian initiative. Thanks.
Adena Friedman:
Yes. I try to avoid the word forever. But I would say that what we've chosen to do is really halt our efforts in deploying a custody solution and as a custodian, I should say, like being a custodian in the US crypto marketplace. And the regulatory environment is fast changing, right? It's at least trying to evolve into something that's understandable. Let's see how it does over the next several months and so I think -- and maybe years. But we like to operate in environments that have a pretty well-known regulatory underpinning. That's just where we're comfortable. It's consistent with our risk tolerance. It's consistent with how we know we can be successful. And the regulatory nature of the business has evolved a lot. And the lack of clarity, I think, has made it to that. As we looked at the opportunity set of just being a custodian, nothing else like just that one segment of the business. Just the fundamental business opportunity changed over the last several months and then the regulatory overlay and kind of overhang changed as well. And I think that just made us decide that it's not the right time for us to enter that business. Will we ever enter that business? It's possible, but we'd likely do it in connection with other things we might want to try to do in the digital asset space. But right now, our focus is really on being a great technology provider, helping our clients with their potential for ETF listings, Bitcoin ETF listings, and continuing to provide Index solutions in the crypto currency space.
Michael Cho:
Great. Thank you.
Operator:
Thank you. And I show our next question comes from the line of Brian Bedell from Deutsche Bank. Please go ahead.
Brian Bedell:
Great. Thanks, good morning. Thanks for taking my questions. I can keep these quick, I think. One on Verafin, the growth -- the year-over-year growth rate has been in the 20% plus area. It's come down into the high teens, but now it's moved back up in the second quarter up to 19% year-over-year. So I'm wondering are the new sales coming in? I know there's a six to nine month time line in the Tier 1 and 2s. But with organic growth of the Tier 3s and below, do you see this business moving back into a sustainable 20% plus area of annual revenue growth over the next couple of quarters?
Adena Friedman:
Well, I won't give a projection. But I would say that, obviously, as the business is going well. But recognize that AFC is a combination of Surveillance and Verafin, and Surveillance had a little bit of a slower start of the year. And so obviously, I think it's shown that really great strength in the second quarter. And so there are going to be ebbs and flows, and that's why we give you more of a range. Let me give you an absolute number. We give that 18% to 23% range because there are going to be periods of time where we may be able to speed up as we sign more of the larger deals and then we may have more of a lull within a quarter or two. So I would have to say, I think that we feel good about the range we provided you. We're very excited about the strength of showing both -- all the new sales, both within Surveillance and Verafin in this quarter. But I think, Brian, it's going to ebb and flow just a little bit. It is a SaaS business, so it's not going to ebb and flow too much, but that's why we give you the range.
Brian Bedell:
Okay. That's super helpful. And then the follow-up just for Ann. I think I heard you say on the Power business that it wasn't going to be material overall, and I heard the $35 million and $20 million. Can you just restate that again in terms of the revenue impact and then the expense impact?
Ann Dennison:
Yes, sure. So if we're just looking back to 2022 and you look at it on an annual basis, we'd expect once we've closed on the sale that we see a reduction in revenues of around $35 million and approximately $20 million reduction in expenses. And what we do plan to do starting next quarter is reclass that out of the Market Platforms business into our Corporate and Other segments, you'll be able to see that decline as the sales closes.
Brian Bedell:
Okay. Great. Thank you.
Operator:
Thank you. I'm showing no further questions in the queue. At this time, I'd like to turn the call back over to Adena Friedman, Chair and CEO, for closing remarks.
Adena Friedman:
Great. Thank you, and thanks very much for your time today. We are excited to continue to update you on all of our progress in our business, while we also prepare for our next chapter with Adenza as part of the Nasdaq organization. So thanks for all your questions, and I hope you all have a great day. Thank you. Bye-bye.
Operator:
This concludes today's conference call. Thank you for participating. You may now disconnect.
Operator:
Good day and thank you for standing by. Welcome to the Nasdaq First Quarter 2023 Results Conference Call. At this time, all participants are in a listen-only mode. After the speaker presentation, there will be a question-and-answer session. [Operator Instructions] Please be advised that today's conference is being recorded. I'd now like to hand the conference over to Ato Garrett, Senior Vice President, Investor Relations. Please, go ahead.
Ato Garrett:
Good morning, everyone, and thank you for joining us today to discuss Nasdaq's first quarter 2023 financial results. On the line are Adena Friedman, our Chair and Chief Executive Officer; Ann Dennison, our Chief Financial Officer; John Zecca, our Chief Legal Risk and Regulatory Officer; and other members of the management team. After prepared remarks, we will open up the line to Q&A. The press release and presentation are on our website. We intend to use the website as a means of disclosing material, non-public information and complying with disclosure obligations under SEC Regulation FD. I would like to remind you that certain statements in this presentation and during Q&A may relate to future events and expectations and as such constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. Information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press release and in periodic reports filed with the SEC. I will now turn the call over to Adena.
Adena Friedman:
Thank you, Ato, and good morning, everyone. Thanks for joining us. Before I start, I would like to welcome Ato Garrett to the Nasdaq team as our new Investor Relations Officer. I know he's looking forward to meeting each of you very soon. I will now turn to my remarks today, which will focus on Nasdaq's first quarter performance and the solid progress we're making to deliver on our strategic objectives. I will then turn the call over to Ann for a review of our financial results. Let's begin with the current market landscape. Nasdaq continued to perform well, what was clearly a very dynamic operating environment, with a shock to the banking sector happening amid an already uncertain macro backdrop. During this challenging period, we delivered solid financial performance, while demonstrating operating and strategic momentum across each of our divisions. We achieved a new milestone for our anti-financial crime division with the signing in April of our first Tier 1 client with over $1 trillion in assets for our fraud solutions, including the comprehensive fraud detection capabilities across wires, ACH and checks, as well as case management and reporting functionality. We maintained our leading position in US cash equities and equity derivatives trading, while seeing strong demand for both our ESG services and our SaaS-based market technology solutions. Overall, the current uncertain financial backdrop highlights the value of our diverse platform of mission-critical solutions. In the first quarter, we also saw a generational technology breakthrough with the emergence of new artificial intelligence tools called generative AI. While the debate surrounding use cases for generative AI needs time to evolve, it is clear to us that companies that have invested in modern technologies, including cloud architecture and deployment, modern APIs and machine learning are poised to take advantage of this new era of technological advancement. At Nasdaq, we've been focused on investments to modernize our technology across our businesses, and therefore, we're well positioned to incorporate more advanced AI capabilities in the future. Against this evolving economic and technological backdrop, our team remained hyper-focused on delivering for our clients. Our results underscore our ability to navigate successfully amid a dynamic market environment and to deliver on our long-term commitment to provide world-leading platforms that improve the liquidity, transparency and integrity of the global economy. Now let's turn to our results. I'm very pleased to report Nasdaq's solid financial performance for the first quarter of 2023. We achieved $914 million in net revenues, an increase of 2% compared to the prior year period, an increase of 4% on an organic basis, excluding the impact of changes in FX and an acquisition divestiture. Revenues across our Solutions businesses were $646 million, up 4% from the prior year period, driven by organic growth of 5%, partially offset by the impact of changes in FX. Excluding the Index business, which declined by 10% due to a continued weak beta backdrop, revenues in our Solutions businesses increased 8% organically compared to the prior year period. Our total annualized recurring revenue, or ARR, increased 7% to $2 billion. Annualized SaaS revenues totaled $729 million for the first quarter, which represents an annual growth rate of 11%. Our SaaS revenues now comprise 36% of total company ARR. Across each of our divisions, we delivered well for our clients during the quarter. In our Capital Access Platforms division, we delivered $416 million in total revenue in the first quarter. Despite growth in data, as well as in workflow and insights, headwinds across our Listings and Index businesses resulted in flat organic revenue for capital access platforms year-over-year. Index experienced a 10% revenue decline and Listings was stable year-over-year. While our Index business continues to show year-over-year decline due to higher market levels at the start of last year, during the first quarter, we did experience a 5% improvement in average AUM from the fourth quarter of 2022. If the markets continue to demonstrate some level of recovery from last year, we should experience an improving year-over-year index performance as we continue through 2023. Data and Listing Services revenues grew 4% organically, driven largely by higher international demand for our proprietary data during the period. Our Workflow and Insights business revenue grew 5% organically, which reflects continued demand for our IR, ESG and analytics solutions, as clients navigate a dynamic and challenging market environment. Turning next to our Market Platforms division. We delivered $413 million in total revenues during the first quarter, a 6% organic increase from prior year period. Amid a volatile capital markets environment, our core trading services business experienced strong performance in North American markets, where we saw double-digit revenue growth, partially offset by a decline in our European markets revenues, primarily reflecting lower value traded and cash equities due to market declines in a softer volume environment. In the US, we continue to provide our clients with the premier trading experience, while optimizing the revenue and capture mix for both US cash equities and multiply listed equity options. In Marketplace Technology, we delivered 11% revenue growth, driven by strong results in both trade management services and market technology. During the quarter, we signed a Marketplace Services platform agreement with an innovative carbon trading platform in -- sorry, carbon trading marketplace in Latin America, as well as a new European risk modeling customer. We also signed a multiyear extension and expansion with a Tier 1 bank for our trading platform. Finally, turning to our Anti-Financial Crime division, we delivered $84 million in total revenue in the first quarter, an 18% organic increase from the prior year period and a 16% increase, excluding the impact of the deferred revenue write-down in the first quarter of 2022. Revenues in our fraud detection and anti-money laundering solutions or what we call our [indiscernible] solutions, grew 30% compared to the first quarter of 2022 or 27% excluding the impact of the deferred revenue write-down. The overall anti-financial crime business saw continued growth with 42 new ASC clients during the period. Our first quarter financial performance also illustrates the progress we've made to capitalize on certain growth opportunities that are aligned with three key trends that we believe are shaping the financial system. First, the modernization of markets where we can deliver innovation that powers the world's economies and enhances the underlying market infrastructure. Second, the development of the ESG ecosystem, where we help companies and investors successfully navigate increasingly complex reporting frameworks, access more seamless roots to capital and achieve their net zero or sustainability objectives. And third, the increasing need for advanced anti-financial crime technology, where we can enhance the integrity of the financial system through emerging technologies, including cloud and AI, coupled with end-to-end workflow solutions for our clients. In this regard, I'd like to provide two highlights for the quarter. First, our focus on markets modernization continues to deliver innovation that enhances the liquidity and the underlying market infrastructure that powers the world's economies. From the successful migration of Nasdaq MRX, which is one of our six options markets to the cloud infrastructure in the fourth quarter of last year in partnership with AWS, we announced during the first quarter our plans to migrate our second options market to the AWS Edge Cloud by the end of 2023. Second, as financial institutions make investments in technologies to detect and fight financial crime, in early April, we are very pleased to sign our first global Tier 1 client with over $1 trillion in assets to our fraud solution, including comprehensive fraud detection capabilities across wires, ACH and checks as well as case management and regulatory reporting functionality. Additionally, we signed another Tier 2 client to our enterprise anti-money laundering solution during the period. These signings further demonstrate our ability to displace legacy providers and manual processes through our cloud-based and market-proven solutions. As we look ahead, I want to take a moment here to discuss in more detail the breakthrough developments in the field of artificial intelligence, which have captivated businesses across all industries concerning its applicability and impact. As a result of our years of investment in our cloud architected market solutions and SaaS applications, coupled with our recent acquisitions of advanced cloud-based investment analytics and anti-financial crime solutions, I believe Nasdaq is uniquely positioned within our sector to play a leading role with this technology in the future through the responsible deployment of AI to drive meaningful impact to our business, products and clients. To-date, we've been very intentional in migrating critical workloads and capabilities into a cloud environment with modern APIs to support client connectivity and functionality. We've also built unique data sets across various areas of our business. Both are foundational to our ability to leverage this generational shift in the technology. While we're just beginning the process of evaluating specific ideas for the use of generative AI in our products and across our business operations, we see compelling opportunities to lever broader AI models, including deep reinforcement learning, predictive control and computer vision across our business divisions to support our strategic efforts to enhance the liquidity, transparency and integrity of the financial ecosystem. This is already happening in various elements of our business today. For example, in our anti-financial crime business, Verafin has integrated AI and machine learning into their solutions and capabilities since their founding 20 years ago. The combination of the advanced data sets combined with the self-learning capabilities of the AI and machine learning model is a key differentiator for the product. This improves the efficiency in the banking industry's daily compliance processes and achieved a step change in their ability to detect and stop money laundering, fraud and market abuse across their networks as well as to reduce false positives. In our Market Platforms division, we're in advanced stages of new product developments that incorporate AI, including new dynamic order types that improve our clients' fill rates while minimizing market impact. In fact, we've submitted for regulatory approval, our first AI-based market order or market order type, which is context aware, meaning that it is designed to incorporate awareness of market conditions on a real-time basis. As we seek out more ways to leverage AI across other parts of our business, we intend to take a principled approach to leveraging generative AI for the right purpose. Our data scientists and agile development teams will continue their research and development responsibly, so that our regulated and unregulated businesses can deploy this technology to create and maintain fairness across markets and develop more advanced solutions to fight crime. We look forward to updating you on our progress with these opportunities in the quarters to come as we continue our journey to become the trusted fabric of the global financial system. Before I turn the call over to Ann, I'd like to offer some operating environment as we move further into 2023. When we gathered in January for our fourth quarter results call, we discussed some of the impacts and market driven headwinds that we are beginning to see related to the market environment and the uncertainty in the global economy. As we progressed through the first quarter, as we expected, we saw a decrease in the total number of operating company IPOs versus the prior year period, as companies put their IPO plans on pause while investors closely monitored interest rates and correlated inflation figures. Despite the slower start to the year, we maintained our track record for winning new operating company listings across our US and European markets in the first quarter. In the US, we welcomed 30 new operating company IPOs during the period for a 91% win rate, bringing seven of the top 10 IPOs by proceeds raised. In addition, there's a significant backlog of operating companies in the pipeline with 147 active operating companies on file with the SEC to go public and committed to Nasdaq, which is a 10% increase versus the fourth quarter of 2022 and a 25% increase versus the prior year period. Our team continues to be in close contact with these companies, and we believe that we are well-positioned to capture future listing activity once the IPO window reopens. Beyond listings, we're still seeing elongated sales cycles in our Workflow and Insights businesses. As we previously observed, while overall interest in client demand for our Workflow and Insight solutions remains healthy, the process for some clients is taking longer as they escalate buying decisions through more levels of approval. Demand for our strategic focus areas, including our anti-financial crime solutions, our ESG solutions for corporates and our modern market solutions for established exchanges continues to be strong and largely unaffected by the market environment at this stage. Overall, we're very fortunate to have deep and trusted relationships with our clients who rely on us even more during complex operating environments. For example, during periods of heightened volatility, pensions and endowments often need to make swift asset allocation decisions to manage their portfolios, which can increase their reliance on our analytics solutions. Similarly, for our public company clients, these cycles can drive demand for our Investor Relations solutions as company leaders seek shareholder activity insights in real-time. As the global markets demonstrate sustained volatility, our market technology clients are focused on modernizing their market infrastructure to improve their agility and addressing client needs while improving – also improving the resiliency and scalability of their markets. And within our anti-financial crime business, the disruption caused by the banking crisis has caused – has resulted in clients moving deposits at unprecedented rates. Because of our cloud-based consortium data models, our fraud and AML solutions are instrumental in helping banks monitor payments and behavioral changes. These patterns underscore how our diverse pattern – our diverse platform of mission-critical solutions allows us to maintain our competitive strength through dynamic periods of uncertainty like we've experienced during the quarter. With our continued client engagement, coupled with the long-term investments we're making in our future, we remain confident in our medium-term revenue growth outlook for our Solutions businesses. And with that, I will now turn it over -- turn the call over to Ann, to review the financial details.
Ann Dennison:
Thank you, Adena, and good morning, everyone. I also want to extend a warm welcome to Ato Garrett as Nasdaq's Investor Relations Officer. My commentary will primarily focus on our non-GAAP results, and all comparisons will be to the prior year period unless otherwise noted. Reconciliations of U.S. GAAP to non-GAAP results can be found in our press release as well as in a file located in the Financials section of our Investor Relations website at ir.nasdaq.com. I will start by reviewing first quarter 2023 performance beginning on slide 10 of the presentation. The 2% increase in reported net revenue of $914 million is the net result of organic growth of 4%, including a 5% organic increase in the Solutions businesses and a 3% organic increase in Trading Services, partially offset by a 2% net negative impact from changes in FX rates and acquisitions and divestitures. Moving to operating profit and margins. Non-GAAP operating income increased 3%, while the non-GAAP operating margin of 52% was unchanged from the prior year period. Non-GAAP net income attributable to Nasdaq was $339 million or $0.69 per diluted share, compared to $329 million or $0.66 per diluted share in the prior year period. Turning to slide 11. As Adena mentioned earlier, ARR totaled $2 billion, an increase of 7% from the prior year period, while annualized SaaS revenues totaled $729 million, an increase of 11%. I will now review quarterly division results on slides 12 through 14. Starting with Market Platform -- the Market Platforms division, revenues increased $17 million or 4%, with an organic increase of 6%. Trading Services organics growth totaled 3%, with the increase primarily due to higher U.S. cash equity capture rate and higher U.S. equity derivatives volumes and capture rates, partially offset by lower European cash equities revenues due to lower industry volumes and market share and lower U.S. tape plan revenues due to lower collections from underreported usage. In Marketplace Technology, we delivered 11% revenue growth, driven by strong results in both Trade Management Services and Market Technology, which benefited from testing revenue and a large project delivery during the quarter. ARR totaled $510 million, an increase of 8% compared to the prior year period. The division operating margin of 55% in the first quarter 2023 reflects a one percentage point increase from the prior year period. Capital Access platforms revenues decreased $3 million or 1%, primarily due to the negative impact from changes in FX rates with organic revenue growth of $1 million. Growth in the division was mixed for the quarter with a decline in Index revenue significantly impacting the overall growth of the division. Specifically, index revenue declined by 10% compared to the first quarter of 2022, primarily driven by an 11% decline in average AUM from near record levels last year. Transactional licensing revenues were flat as a 20% decline in trading volumes in futures contracts linked to the Nasdaq 100 Index was offset by higher pricing per contract and favorable mix. Additionally, we saw net inflows over the trailing 12 months of $23 billion. In Listings, we maintained our leadership position with a 91% IPO win rate for US operating companies. The Nasdaq stock market welcomed seven of the 10 largest US operating company IPOs by capital raise in the first quarter of 2023, including NEXTracker, which raised over $600 million in proceeds as well as the spin-switch of GE Healthcare. In data, we have seen an increase in proprietary data revenues, driven largely by higher international demand. Workflow and Insights revenue increased 5% organically compared to the first quarter of 2022, reflecting growth in our ESG, IR and Analytics businesses. ARR for Capital Access platforms totaled $1.2 billion, an increase of 5% compared to the prior year period. The division operating margin was 54% in the first quarter of 2023, a decrease of one percentage point from the prior year period. Anti-Financial Crime revenue increased $12 million or 17% compared to the first quarter of 2022. Organic growth was 18% in the period or 16% when excluding the impact of the deferred revenue write-down of $1 million in the prior year period. The growth reflects healthy demand for fraud detection and anti-money laundering solutions as well as our SaaS-based surveillance solutions. Specifically, our fraud detection and AML solutions revenues grew 27% compared to the first quarter of 2022, excluding the impact of the deferred revenue write-down. Surveillance revenues grew modestly compared to the first quarter of 2022, as growth in subscription revenues was partially offset by lower professional fees. ARR for Anti-Financial Crime totaled $321 million, an increase of 15% compared to the prior year period. Signed ARR, which also includes ARR for new contracts signed, but not yet commenced, totaled $354 million, an increase of 20% versus the prior year period. The Anti-Financial Crime division operating margin was 27% in the first quarter of 2023 versus 21% in the prior year period. Turning to page 15 to review both expenses and guidance. Non-GAAP operating expenses increased $8 million to $436 million. The increase primarily reflects a $20 million organic increase, partially offset by a $13 million decrease from the impact of changes in FX rates. The organic expense increase is primarily driven by higher compensation and benefits expense and computer operations and data expense as we invest in our businesses. The higher compensation largely reflects our 2022 investment in new employees to drive long-term growth. Compared to the fourth quarter of 2022, which featured higher sales activity to finish the year, expenses declined primarily due to lower marketing, travel and professional services expense. During the quarter, we completed the first phase of a review of our real estate and facility capacity requirements due to our new and evolving work models. We reduced our footprint and recorded an impairment charge of $17 million related to our lease assets and related leasehold improvements. We are updating our 2023 non-GAAP operating expense guidance to a range of $1.78 billion to $1.84 billion. The midpoint of the expense guidance range is unchanged and still represents an increase of just over 5%, including 1% related to our digital asset strategy. The increase primarily reflects our continued investments to drive growth across ESG, anti-financial crime and market modernization. The second quarter will reflect our annual merit adjustments and equity grants and therefore, we expect expenses to increase about $20 million from the first quarter of 2023. Assuming stable performance and exchange rates, we currently expect 2023 expenses to be near the middle of the guidance range. Turning to Slide 16. Debt decreased by $290 million versus 4Q 2022 primarily due to a net paydown of $317 million of commercial paper, partially offset by a $26 million increase in Eurobond book values caused by a stronger euro. Our total debt to trailing 12 months non-GAAP EBITDA ratio ended the period at 2.6 times down from 2.7 times in the fourth quarter of 2022, and there are no long-term debt maturities until 2026. With our strong balance sheet and cash flow generation, including $1.5 billion of free cash flow on a trailing 12-month basis, we continue to be well positioned to support growth in a variety of macroeconomic backdrops. During the first quarter of 2023, the company paid common stock dividends in the aggregate of $98 million and repurchased shares for $159 million. The repurchases complete our objective to offset employee share dilution for the year. As of March 31, 2023, there was an aggregate $491 million remaining under the Board authorized share repurchase program. Additionally, we are announcing today a 10% increase in the quarterly dividend to $0.22 per share. In closing today, Nasdaq's first quarter results reflect a continuation of the company's ability to consistently perform well across a wide range of operating environments. Thank you for your time, and I will turn it back over to the operator for Q&A.
Operator:
Thank you. [Operator Instructions] And I show our first question comes from the line of Rich Repetto from Piper Sandler. Please go ahead.
Rich Repetto:
Yes. Good morning, Adena. And Good morning, Ann. I guess --
Adena Friedman:
Hey, Rich. Thank you, Adena, for giving us sort of a lot of info on the outlook of the business in the prepared remarks. But I guess if I was to zone in on the outlook in sort of the sales cycle businesses, the anti-financial crime and market infrastructure, you talked about the -- in AFC that there was a lot of deposit movement. But with that -- is that going to -- the deposit movement appeared to go to the large banks. How are you doing? And what's the outlook for the Tier 2 banks? And just a little bit more color, I guess, on the sales cycle with market infrastructure. Has that been impacted at all, I guess, by the market volatility?
Adena Friedman:
Sure. Thanks, Rich. So with regard to our AFC solutions, we generally are seeing a continuation of a normal sales cycle environment. As I said, we did sign 42 new clients to -- into our AFC business in the first quarter. And we do a lot of work across actually all of our solutions to look at what is our normal time to close, how do we engage with our clients, what does our pipeline look like? And as we've been looking across AFC Market Tech and as well as other parts of our Solutions segment, I think that we're finding a relatively normalized environment. Where we are seeing more elongated sales cycles are in our Workflow and Insights businesses, which really cover kind of our IR, Governance and Analytics businesses. But within AFC, we actually have a really healthy pipeline of opportunities in both Tier 2 and Tier 1 banks. We're really pleased to sign our first Tier 1 bank in April, and we signed another Tier 2 bank, as we mentioned in March, and I think that what we're finding is that we can really prove the value of our solutions very easily when we do proof-of-concepts with our clients. So in both cases, with the Tier 2 client, we did a proof-of-concept in our AML capabilities. And in the Tier 1 client, we did a proof-of-concept with our fraud capabilities. And in both cases, they saw a very significant value improvement in terms of reducing false positives and improving their ability to find real bad action -- bad actors, whether it's fraud or AML. And so I think that because we have this really strong return on investment thesis that we can prove out, it makes it easier for the banks to make the buying decision in, frankly, any economic environment. And so therefore, we continue to see really strong demand there. And the same within our Trade Surveillance business as well, we did have certain revenues in the first quarter of last year that helped amplify the revenue, so the growth year-over-year wasn't as strong. But the overall demand for our surveillance clients also continues to be quite healthy. And in fact, we've been actually focused on moving down market with our trade surveillance, because we're learning from Verafin that way. And we did sign our first Tier 3 bank to our -- first Tier 3 brokerage firm, I should say, to our surveillance solutions in the quarter. When it comes to Market Tech, we actually see very healthy demand across established exchanges. I think we're -- we definitely have seen a change in the demand characteristics for new markets. And we've been reporting on that since the beginning of COVID really where new markets have not been as much of a growth opportunity for us as we thought before COVID started. But honestly, the established exchanges, we're seeing really good demand, particularly in post-trade. Post-trade infrastructure has been a real focus for market modernization as well as risk management tools for both exchanges and brokers. And that's where we've actually seen a really, really healthy pipeline of opportunity. And we've been able to demonstrate strong growth in Market Tech in the first quarter. Again, we did have some revenues. I think our overall ARR grew 8%, but the business itself grew 11% in the quarter. So we continue to see really healthy demand there.
Rich Repetto:
Thank you. Thanks.
Adena Friedman:
Sure.
Operator:
Thank you. And I show our next question comes from the line of Michael Cho from JPMorgan. Please go ahead.
Michael Cho:
Hi. Good morning, Adena and Ann.
Adena Friedman:
Hi.
Michael Cho:
Thanks for taking my question. I just wanted to touch on the AFC business as well. I mean, I know you talked about kind of still seeing a normal sales cycle in the AFC business from Verafin business. But -- just curious, longer term, again, just kind of given the banking situation in the US and just given that most of Verafin's current clients are SMB Bank, I'm just trying to get a better sense if you're changing kind of the longer-term focus from here? And meaning, is there going to be an increased focus on Tier 1s and Tier 2s, or is that still kind of a normal course of business? And then just kind of related to that, just in the quarter, revenues accelerated in the AFC business, but margins to kind of took a step back quarter-for-quarter, I'm just curious if there's any seasonal nuances. And maybe you can remind us kind of interplay of margins between the surveillance and Verafin businesses? Thanks.
Adena Friedman:
Sure. Well, I'll answer the first question and Ann will focus on the second one. With regard to the overall environment with opening of the banks, I think, first of all, I would just say, we have about 2,500 banks and credit unions that rely on us today, but there are over 5,000 overall banks and credit unions across the US and Canada. So we still have lots of opportunity for growth and to find and land new clients. And so even if there are some unfortunate situations with banks as they're managing through a very really big change in the operating environment, we do feel like we have plenty of opportunity to continue to grow and expand the business. And so far, we have an amazing team that supports the small to medium banks, and they're seeing a very normalized environment both in terms of new sales and in terms of renewals. So we're not seeing a disruption in the cadence of our business in that regard. And as I mentioned before, we did -- we had 39 new clients in the first quarter of last year and 42 this year. So we're continuing to show some really strong demand characteristics there. But the focus on Tier 1s and Tier 2s, there's a whole team just focused on that. So we've kind of -- we've done a really nice job of segmenting the teams. One team supports the small to medium banks, one team supports the enterprise banks, which are the larger banks; and then we have a team, obviously, supports surveillance, et cetera. And on the Tier 1 and Tier 2s, as I mentioned, the pipeline is really strong. So we have kind of an equal focus, I would say, on continuing to grow the SMBs while we focus on moving up market. And in terms of the margin quarter-over-quarter, I don't know if you have any comments, Ann?
Ann Dennison:
Yes, sure. I mean if you look at the margins quarter-over-quarter, there's the timing of how expenses come in. I think the better sort of way to look at it is look at the full year margins. If you look at full year 2021, we were roughly 28% and full year 2022 is roughly 26%, and you can think about that as sort of how the margins will evolve over the full year for 2023 consistent with 2022.
Adena Friedman:
Yes. And I think we've also said that we are really focused in this business on optimizing for growth. And so we want to make sure that we're -- as we're taking in more revenue, we're reinvesting that revenue to continue to really amplify the growth of the business. So the margin is wonderful, but it's also something we're really -- we are focused on making sure that we're investing in our growth there.
Michael Cho:
Okay. Great. Thank you so much.
Operator:
Thank you. And I show our next question comes from the line of Alex Kramm from UBS. Please go ahead.
Alex Kramm:
Hey, good morning, everyone. Just staying on the Verafin, surprise, surprise, but you mentioned that Tier 1 win, I think, Adena, you gave a lot of detail on the scope already, but maybe you can expand a little bit in terms of how much of the solution that you're providing is -- I mean, I guess, how much more up-sell there potentially is? Like how much of the potential capabilities are you selling? Can you give us a little bit of this -- can you give us some color on the size of this deal? And again, how that could grow over time? And then you obviously didn't disclose the win, but what we've seen in the past is once a firm like you gets like a big win like this, you're using it as a marketing opportunity. So just I guess just how do you think or how have the conversations already maybe changed now that you finally have one of those big banks because obviously, all of them talk to each other. So should that potentially drive the acceleration from here? Thanks.
Adena Friedman:
Great. Thanks, Alex. So actually, it is interesting to see the opportunity here. So we went in having conversations specifically on fraud detection, and they did a POC with us on that. And once they saw the quality of the outcomes, then they started to say, 'Well, let's look at the rest of the platform.' And so they didn't just take the detection capabilities and plug it into their platform, they actually had a collection or they have a collection of smaller platforms. And they said, 'Let's actually replace everything we do with fraud to with the Verafin solution.' So that means that we have fraud detection across all of their payment types as well as our workflow solutions. So our investigations, tools, our case management tools as well as our regulatory reporting tool. So it ended up being a bigger opportunity. But even with that, it was only for the US portion of the bank. So we do have an opportunity over time to move internationally. And they don't actually -- they're not using any of the AML capabilities that we have. So we also have an ability to continue to expand as they think more broadly about their anti-fin crime needs to take on more of our capabilities as we continue to work with them. We obviously have to prove ourselves with them that we are really great as great as we've been able to show so far and that we have a smooth implementation and those will be the key proof points. But we're already having conversations about how they can think about a broader use case. And that's actually what's exciting about going into the larger banks. Both Tier 1s and Tier 2s is that their needs are very expensive. We're going in with modules that really show like clear ROI, but as we engage with them and they start to see the broader platform, they start to think about how we can -- they can use us more. And so there is a really good land-and-expand approach that we can take care. And you're right about breaking through the barrier. Getting to that first Tier 1 win has been a very important milestone for us because now that we can prove ourselves there, it will make it easier for other banks to say, 'Okay, I'm not taking a risk here, I'm actually taking a proven solution.' And as you said, they do talk to each other. So we do see it as a way to help accelerate other conversations. I would just say, though, that it's not something where we have -- we're going to have the lining up to have every single quarter, we're going to have a great – a big announcement. But I think that we are starting to have a really good pipeline that will give us more of a regular cadence as we go further. And lastly, in terms of size, we don't disclose that. But I would remind everyone that it is not included in the Q1 signed ARR because it was signed in April. So it will be included in Q2.
Alex Kramm:
Very good. Thank you.
A – Adena Friedman:
Thank you.
Operator:
Thank you. And I show our next question comes from the line of Owen Lau from Oppenheimer. Please go ahead.
Owen Lau:
Good morning and thank you for taking my question. I mean, I would want to ask about AFC, but there are lot of questions already, but maybe we can switch gears a little bit too to AI. So Adena, you talked about there are many benefits of AI and Nasdaq has been leveraging this technology in many different areas. Maybe can you talk -- please talk about any additional area other than AFC and maybe modernization of the market you can further leverage AI? And then I think more importantly, can you also talk about, do we need some kind of regulations around AI so that bank actors are how accountable for using this technology? Thank you.
A – Adena Friedman:
Sure. Yes. It's been a big topic of conversation internally. We've had some fun with ChatGPT internally, by the way, with -- so we've had a good time like learning about it. But at the same time, it is quite serious in terms of where we see opportunities to leverage the AI across the business. So as I mentioned, we already are leveraging AI and AFC, and that's a very known use case for us. We have real opportunities also to bring more of that into our surveillance capabilities. And so that's been a really fun collaboration across Verafin and the surveillance team. We also have -- and I mentioned that we are starting to work with AI in our markets. And I would point to a couple of things. First, actually, on just managing our market infrastructure. We're using some of the predictive AI tools to be able to make sure that we're managing our -- doing capacity planning and managing our servers in a really, really dynamic way. And I think that's been really helpful to our infrastructure team in thinking about just managing infrastructure in general. But also on the markets and in the markets, we have our AI-driven order type, which is called Dynamic Melo, Midpoint Extended Life Order, that we have on file with the SEC. So, -- and then we also use machine learning for strike optimization in our options markets already. So, that's already a known programs in production that helps manage and -- manage the strikes across the options market because it's kind of a growing pile of strikes and you have to think about which ones are actually being used and optimized. But the other area where we're just starting to leverage the technology and find use cases is in the -- what we call in the Capital Access Platforms business. We've been doing some intelligent data scraping for our ESG business to help bring more information to corporates and to provide them more insights into the ESG characteristics of them and their peers. We also have just an incredibly rich data set across all of our insights and workflow tools. And so we want to find new ways that we can provide insights to investors and corporates to help them manage their business. So, we're just starting to figure out how we can use that there. And then we do already use natural language processing to help our analysts write reports for clients. So, that's an area that we've been using it for quite some time. Lastly, on the point of regulation, I think this next generation of AI has -- as you know, AI is a technology, it's a tool. It doesn't have a personality even though people like to say it does. It's really the people who use the tool that create the personality for good or bad. And we definitely see the opportunity for bad actors to use these tools and they don't have regulators. They're just -- criminals are not subject -- they don't subject themselves at least to regulation. So, it's really important that the regulators make sure that the good actors like Nasdaq and those that are trying to protect the system also have access to the same tools so that we can actually use the most advanced technology available to protect the market and to protect the financial system. And we do think that smart regulation is appropriate here. But also just really thinking about it proactively and embracing the technology for the right purposes, I think, is the right starting point for regulators to use, and we're already engaging with regulators and legislators on this topic.
Owen Lau:
Got it. Thank you very much.
Adena Friedman:
Thank you.
Operator:
Thank you. And I show our next question comes from the line of Michael Cyprys from Morgan Stanley. Please go ahead.
Michael Cyprys:
Hey good morning. Thanks for taking the question. Maybe just on the cloud migration and your AWS partnership. I was hoping maybe you can update us on the progress there, moving the markets to the cloud. It sounded like you're looking to move another options market by year-end. So, maybe you could just elaborate a bit on that, some of the milestones you're looking at over the next 12, 24 months? Maybe you could talk about some of the lessons learned from the journey so far and what sort of benefits you're seeing to revenues and expenses? And if not much, so far, what do you anticipate in the coming years?
Adena Friedman:
Sure. Great. Thanks Michael. The partnership with AWS is going extremely well. And we've been really pleased with our first market, which is MRx going to the cloud. So, what we did experience is a 10% improvement in latency as we moved MRx cloud. And so -- and we can look at that as a direct comparison because we have one of our options markets already on our next-gen trading platform, which we call Fusion. And then -- but it's on-prem. And then we have a second options market in Fusion, but on AWS. And we can see that there's a 10% improvement in latency on the AWS implementation. So really pleased with that. But both of those markets, as we move them onto Fusion and with one of them into AWS, we are actually seeing better market share because of the fact that we have a more deterministic trading experience across both of these platforms. And then -- so we have seen a growth in market share across those exchanges. And I think that, that is highly related to the fact that the technology is as good as it is. And so we are really, really encouraged. So now we're moving our second market -- our third market on to Fusion and then moving it into the cloud. And then we also have a plan over the next several years to continue that progress. It gave us -- it's giving us confidence that we're moving in the right direction, and our clients are highly engaged with us. So we feel very good about it. We're not kind of trying to ascribe specific revenue to it, but rather knowing that this market modernization opens up opportunities or, as we pointed out, like new order types, new capabilities as well as a more scalable infrastructure. And over time, we will not have to do server refreshes, right? So that will start to show some real cost savings to us over time as we continue to bring the markets into the cloud.
Michael Cyprys:
Great. Thank you.
Operator:
Thank you. And our next question comes from the line of Brian Bedell from Deutsche Bank. Please go ahead.
Brian Bedell:
Great. Thanks for taking my question. Maybe just to zoom in a little bit on the recurring revenue growth outlook as we sort of move through the rest of this year into next year in three businesses. It sounds like the Workflow and Insights, obviously, with the slower sales cycles, it's going to remain well below the medium-term target, I think of high single-digit to low double-digit. But at the same time, Marketplace Tech is well above that at least year-over-year in 1Q of that sort of low to mid single-digit pace. So question there is, are we going to -- or is it your view that we'll be tracking well ahead of that medium target in Marketplace Tech, given the momentum you had in 1Q? And then similarly for Verafin or Anti-Financial Crime and right now you're sort of at the lower end of that medium-term target, but with the Tier 1 and Tier 1 and Tier 2 implementations maybe if you could talk about how that might work its way into the revenue stream this year and including all the other new business that you're getting in that segment and whether we'll move back into that medium term 18% to 23% target growth rate this year?
Adena Friedman:
Thank you, Brian. Well, as you know, we don't give specifics in-year guidance, so -- but I can give you some color commentary. I think that when it comes to the Workflow and Insights business, I think that we definitely are seeing, as we've said before, kind of a mixed environment there in a longer sales cycles. We are very engaged with clients, but the fact is that they have to go through more gates to get approvals. And of course, particularly in our governance area where we do find really good sales opportunities with IPOs, we don't have as many IPOs. So that also is hindering some of the growth across governance. But I would also say, we are continuing to manage the pipeline. We're continuing to engage. And we're hopeful that as the markets start to improve a bit, hopefully, the IPO environment gets more healthy. That gives us more opportunity and the sales cycle start to improve there. So we have some hope, but we also have to recognize the fact that it is a different environment right now and we're calibrating to that. With regard to the Marketplace Tech, we are very happy with the growth that we are demonstrating in the first quarter. I would mention that there are two things that are happening in that business that are creating some opportunities. So I mentioned that's 8% overall ARR growth in Market Platforms, which really reflects Marketplace Tech, whereas, we had 11% growth in the business. And the 11%, that delta really comes from some testing revenue we got in our Trade Management Solutions business and a delivery fee that we got in our Market Tech business. So I would kind of calibrate a little bit on that as you think about the rest of the year. And then the last on AFC, we were – every single quarter is going to be a little bit of a different answer, but I think that we feel very good about our overall growth prospects. Clearly, as we do move up market, it gives us higher TAM, right? There's a bigger TAM that we're going after, as well as the fact that the contract values are higher. So it does give us a chance to continue to demonstrate really strong growth there going forward.
Brian Bedell:
That’s great color. Thank you.
Adena Friedman:
Sure.
Operator:
Thank you. And our next question comes from the line of Kyle Voigt from KBW. Please go ahead.
Kyle Voigt:
Hi, good morning. You've delevered significantly, now have a fair amount of balance sheet flexibility. And just given that, I'm just wondering if you could provide an update on M&A? I guess, broadly speaking, it seems to be challenging to get deals announced still given the macro volatility. But I guess are you starting to see seller expectations come in or normalize at all, or do you feel the environment is turning more constructive to getting deals done versus where we were in the second half of last year? And then just any color you can provide on certain segments of the business where you're seeing the most interesting M&A opportunities right now?
Adena Friedman:
I'll actually start with the last question. I think, generally speaking, the way that we're thinking about the world. Well, first of all, as you know, we spend the vast majority of our time on organic growth. And I think because of that focus, we've been able to show continued stronger performance across the business. But as we do consider ways to expand our business, we have those three key themes that we're really focused on; market modernization and how can we bring more advanced technology to exchanges, banks and brokers to support their activity in the capital markets. I think the second is in ESG as we continue to grow and expand the capabilities we offer to corporates and investors in helping them manage the ESG landscape. And then the third is an anti-financial crime. And that's an area that we're always looking to expand at such a wonderful area of the business, and it's a high-growth area. But with regard to just overall environment around M&A, it -- I would always say this, great assets will always come in a premium. I think we just recognize that. I mean, in good times and bad, great assets will always do well in the M&A market. But I also think that as the market calibrates to a world where money costs money and the cost of capital has gone up. Obviously, we are calibrating our thinking on how we look at financial profiles of acquisition targets to reflect our higher cost of capital and we also want to make sure we're calibrating our expectations for the businesses that we would evaluate on that basis. And that can create some tempering of expectations. But I also -- we have a great balance sheet. We have done a lot to manage our debt. We've got really good -- really great cash flows. So we are in a strong position to consider M&A if and when we find something that we find particularly compelling.
Kyle Voigt:
Thanks Adena.
Operator:
Thank you. And I show our next question comes from the line of Craig Siegenthaler from Bank of America. Please go ahead.
Craig Siegenthaler:
Hey, guys. Adena, congrats on the Tier 1 bank signing, but Actually, all my questions have been asked. So I think I'm good right now.
Adena Friedman:
Okay. Great. Thanks, Craig.
Operator:
Thank you. And our next question comes from the line of Alexander Blostein from Goldman Sachs. Please go ahead.
Alexander Blostein:
Hi. Good morning, everybody. I was hoping we could talk maybe a little bit about pricing. We've seen obviously inflation for a persistent period of time now, expenses are rising across the board. And a number of your peers on the exchange side, but also on the data side have been trying to flex the pricing muscle where they can. So what are the opportunities on price that you see across the enterprise? Are there areas where you feel you're, sort of, below the market relative to the value proposition that you're providing to your clients, where you could increase pricing over the next, call it, 12 months to 18 months?
Adena Friedman:
Sure. So first of all, we do take a long-term view as to how we manage the prices of our capabilities and solutions. And so we do think that way. But at the same time, we also have within our contracts, particularly with our non-regulated businesses, we do have the ability to increase price to reflect the overall inflationary environment around us. And we do leverage that. So we have -- but we also tend to -- if it's a service where there's kind of an annual type of cadence, we tend to look at those price increases at the end of the year that then get effective at the beginning of the year. And so you're going to -- you're seeing that already flowing through the financials for 2023. I think that in the regulated businesses, it's a little bit of a different environment just because it's not only that we do want to make sure we get paid for our value, but we also have to go through a regulatory process to do that. And so that's just a little bit of a different dynamic. I would say, Alex that we're doing -- making the right decisions there where we feel that we have the ability to price up to reflect the value we're serving, we're doing it, but we're not overdoing it. We're not being as aggressive as we possibly can because we want to make sure that we're thinking about it over the long-term and not the short-term.
Alexander Blostein:
I got you. Thanks.
Operator:
Thank you. And I show our next question comes from the line of Simon Clinch from Atlantic Equities. Please go ahead.
Simon Clinch:
Hi, Adena. Hi. And thanks for taking my question. I was wondering if we could just explore the Index business this quarter and just how to think about things going forward? And maybe you could give us a sense then of, I guess, what you're seeing in terms of flows across the different product lines, where the real opportunities lie? And I'm particularly interested in the franchise outside of the straight QQQs as well?
Adena Friedman:
Sure. Great. Thank you. Well, we do provide information on flows at an aggregate level. So we did have $6 billion of inflows in the quarter versus last -- from the end of the year through the end of the first quarter. We also had $23 billion of inflows year-over-year. So we definitely are seeing good strong demand from investors for our Index products, and that's not just the QQQs, but also other thematic indexes, our smart beta index franchise. So we feel really good about overall client interest, investor interest. But obviously, the market dynamics have been what's really driven the downward trend in the revenues. I think also we're still out there creating product, launching product. We're primarily focused on thematic indexes, which really mean things that could be leaning into innovative technologies, leaning into specific trends in the industry. And so we tend to kind of put a lot of our new product development focus on those areas. And then we also have a smart beta environment like our Momentum Index franchise and some of the other smart beta indexes, where we definitely put time and attention there too, but I would say the thematic indexes have been more an area of new product focus for us right now.
Simon Clinch:
Okay. Great. Thank you.
Adena Friedman:
Sure.
Operator:
Thank you. And I show, our next question comes from the line of Andrew Bond from Rosenblatt Securities. Please go ahead.
Andrew Bond:
Hey, good morning. Just in regard to the crypto business. Did you see any impact from the recent banking crisis in terms of interest from potential customers? And thinking about the broader space, there are a number of players currently there and it seems to be some commoditization in terms of pricing. So, how does Nasdaq differentiate in terms of its offering in custody? And finally, is the launch still planned for this quarter? Thanks.
Adena Friedman:
Great. Thanks, Andrew. So starting with the last question first, again, on timing. I think that the way that we're positioning ourselves is that we want to get regulatory approval, and we're having constructive conversations with the Department of -- New York Department of Finance. And so we're hopeful we'll get that approval this quarter. And we want to get product ready by the end of the quarter. And with that, we're moving -- I think by May, we'll be moving into user testing on our platform. I mean, we'll be able to show kind of an end-to-end demo in production, which I think is going to be really helpful to curating our client prospects. And so -- but whether or not we launch is going to be more dependent on definitely whether or not we have regulatory approval and whether or not the product is a go. And also just making sure that we engage the clients, so that we feel really good about how we're going to grow the business over time. And so that launch is not set in stone. It's more a matter of making sure the other parts are ready first. In terms of the client engagement and the institutional interest, I do think Nasdaq has an interesting right to win here in terms of just getting engaged more generally in the crypto space as regulation starts to come into the market, and certainly, as the regulators get a lot more engaged in crypto, I think we do have an ability to come in with a fair, a resilient and a very scalable solution. Our crypto custody is actually, we would say, a real improvement in the technology. We are using MPC, but we're also using some really interesting techniques to make it so that we don't have this kind of hard hot cold wallet construct, but rather continuous wallet that's available, but hypersecure. And I think that we feel like that will be more attractive to institutional users to make it so they don't have a lot of their value stored in somewhere that's really inaccessible for, let's say, a 24-hour period. And so we do think that we have kind of a unique value proposition to offer. And we are having really great engagement with clients. But it is dynamic. I mean, it is a very dynamic environment. So we're calibrating our expectations to that. We're making sure that we're being very prudent in how we're managing our expenses in this environment. But we are quite excited about what we have to offer. So we're excited to be able to launch it.
Andrew Bond:
Great. Thanks.
Operator:
Thank you. And I show our next question comes from the line of Dan Fannon from Jefferies. Please go ahead.
Unidentified Analyst:
This is June [ph] on behalf of Dan. Thanks for taking my question. I just wanted to quickly ask about ESG. Just given some of the slowdown in the ESG investment strategies, are you seeing any impact from that on the demand for ESG service at all?
Adena Friedman:
No. So, most of our services that we offer in the ESG area right now are really offered to corporates. And there, we're seeing very continued engagement from corporates. We have both an advisory practice, which helps advise companies and how to make sure that they're thinking about their overall HD program, how they're reporting on their program and communicating it to investors. How they're making sure that they're being compliant with different taxonomies, so that they can get credit for the work they're doing. And that's -- the demand for that is very healthy. And then we also have our reporting tools that allow them to put all of that information to one container. And then we go and we map it out to all the taxonomies and all the rating agencies, et cetera. And that also continues to have really nice growth in client engagement. So, the corporates are wanting to make sure that they -- that they are there to engage with the investors the right way. I would say that overall, though, while ESG is going to have ebbs and flows in terms of kind of the environment that it sits in, it is, I think, a lasting change in how companies think about engaging with investors and how investors are making investment decisions. I mean the next generation of investors, do care not only what returns they're getting but how those companies are generating those returns. And I think that, we're going to find that that's a lasting trend. So, we continue to be very, very optimistic about how we can engage clients in this area.
Unidentified Analyst:
Helpful, thank you.
Adena Friedman:
Sure.
Operator:
Thank you. And I show our next question comes from the line of Alex Kramm from UBS. Please go ahead.
Alex Kramm:
Hi. Thanks. Just wanted to squeeze a couple of follow-ups here since we went over time. So thanks for letting me begin. So two things. One is a quick one and I think it is for Ann, back on Financial Crime. I mean you've been giving the signed ARR metric, and we only have limited history, but obviously, I think you can use that to back into net sales, which I think were $16 million this quarter, it was $6 million a year ago, so almost triple. So I'm not sure how meaningful those numbers are. But it sounds like you signed less Verafin clients. Maybe it's a Tier 2, is bigger. But like just maybe foot how that how that -- why the number was so big, because I think the first quarter is actually seasonally slow quarter. So maybe help us a little bit understand the numbers. And then just bigger picture. You have answered some questions around the operating environment and what's out there. But the one thing you didn't touch upon is that, clearly, there's a sizable bulge bracket firm looking to go away. So, just wondering how you think about that exposure there because clearly, their client, Credit Suisse, across a ton of different businesses of yours. So just wondering how we should be thinking about that? Thanks.
Adena Friedman:
Okay. So on the ASC side, we actually did have -- I remember the Q1 of last year was a particularly, I would say, a slower quarter than normal for ASC, but we did have 39 new clients then. This year, we have 42. So we do have more new clients signing up this year than last year. And as you said, the ARR associated with larger clients is going to be higher. So I think that, that helps also. I can't give you a complete bridge from the 6% to 16%. We're going to have to go back and look at that. But generally speaking, we have -- I think that, we are seeing some strong revenue tailwinds, as we continue to engage with clients and upsell and sell new customers. So I think that's really engaged [ph]. And also recognize that when we do renew contracts with clients, we don't charge -- we don't do annual increases, but we actually charge on renewal. And that also gives us an opportunity to upsell the clients. So that's been a pretty active environment on that as well this year. So I think that gives you, hopefully, Alex, some more color there. On Credit Suisse, the impact to Credit Suisse, first of all, it's going to take a while for us to fully understand how the two organizations are going to come together and how that -- what kind of impact it has on our capital markets business. But I would say that if Credit Suisse as we see trading moving away from Credit Suisse, it's going somewhere. And so we were continuing to see healthy volumes, help the liquidity. It's just that, that volume will probably move to other players. And then it's a matter of us making sure we're engaging with those players to get the flow. With regard to other solutions like our Anti-Financial Crime solutions, namely our Surveillance Solutions, that will be up to how they organize themselves to understand how we will continue to manage that contract going forward. We don't have a line of sight into that at this point. And I think those are probably our bigger areas of exposure to Credit Suisse right now, right, Ann?
Ann Dennison :
Great. Yes.
Alex Kramm:
Excellent. Thank you very much.
Adena Friedman:
Okay. Great. Thank you.
Operator:
Thank you. And I show our last question comes from the line of Brian Bedell from Deutsche Bank. Please go ahead.
Brian Bedell :
Great. Thanks for taking my follow-up and appreciate you going over on the time here. And also, Adena, a great, great comments on the AI strategy. It's really sounds compelling longer-term. Just wanted to understand on AI. How do you view that from an economic perspective? Is it -- are the innovation something that you can actually charge for across the businesses or is it more of the fact that it really enhances the product and, therefore, improves the sales cycle or capability? And similarly, on the expense side, do you view AI as creating better internally expense efficiencies?
Adena Friedman:
Yes. I take kind of all of the above. So that kind of depends on the solution. So there are going to be areas where we might be able to offer a specific bespoke solution at a premium price. There might be some areas where we -- like life with AFC, where it just creates a better product, and that gives us better sales opportunities. And we do -- we are very focused with our AFC solutions on being a premium provider of that. So -- and we see that because of the fact our value proposition is higher. So we kind of embed that into the overall price of the service. And then in terms of efficiency, particularly with generative AI, you start to have -- we've had some brainstorm sessions internally, and we say looking at generate AI in the business, meaning in our products offered to clients and then generative AI on the business in terms of how we manage it into our operations. And we see a lot of opportunities in both and in ways to create more scale and efficiency, but we also -- it's so early. So we have to also make sure that we're putting that technology into an environment that we feel is secure and safe and that allows us in kind of ring-fencing it and allowing us to make sure we manage our IP and our data. So we'll take some time to do it the right way and to find ways that we can be efficient, but also provide more premium product to our clients. And that's how we're focused on it right now. We also have a governance -- I should mention, we do have a governance committee that vets all the AI use cases inside of Nasdaq, and I think that's really important. We have to make sure we're doing this in a responsible way that we're thinking through the risks as well as the benefits. And so our governance committee is led by John Zecca, who is our Chief Regulatory Risk and Legal Officer, but also includes members from technology as well as other parts of our organization to make sure we're doing it in a responsible way.
Brian Bedell :
Yes. That's great. Super helpful. Thank you.
Adena Friedman:
Thank you.
Operator:
Thank you. I'm showing no further questions in the queue. This concludes our Q&A session. At this time, I would like to turn the conference back to Adena Friedman for closing remarks.
Adena Friedman:
Great. Well, thank you very much for your time today, and we look forward to continuing our discussions throughout the year on the progress that we aim to make against our strategic priorities. And thanks a lot for your questions. Talk to you later. Have a great day.
Operator:
Thank you. This concludes today's conference. Thank you for attending. You may all disconnect.
Operator:
Good day, and thank you for standing by. Welcome to the Nasdaq Fourth Quarter 2022 Results Conference Call. At this time, all participants are in a listen-only mode. After the speaker presentation, there will be a question-and-answer session. [Operator Instructions] Please be advised that today's conference is being recorded. I would now like to hand the conference over to your first speaker today, Neil Stratton, Investor Relations. Please go ahead.
Neil Stratton:
Good morning, everyone, and thank you for joining us today to discuss Nasdaq's fourth quarter and full year 2022 financial results. On the line are Adena Friedman, our Chair and Chief Executive Officer; Ann Dennison, our Chief Financial Officer; John Zecca, our Chief Legal Risk and Regulatory Officer; and other members of the management team. After prepared remarks, we will open the line up to Q&A. The press release and presentation are on our website. We intend to use the website as a means of disclosing material, non-public information and complying with disclosure obligations under SEC Regulation FD. I would like to remind you that certain statements in this presentation and during Q&A may relate to future events and expectations and as such, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. Information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press release and periodic reports filed with the SEC. I will now turn the call over to Adena.
Adena Friedman:
Thank you, Neil, and good morning, everyone. Thank you for joining us. My remarks today will focus on the following areas
Ann Dennison:
Thank you, Adena, and good morning, everyone. My commentary will primarily focus on our non-GAAP results and all comparisons will be to the prior year period unless otherwise noted. Reconciliations of U.S. GAAP to non-GAAP results can be found in our press release as well as in the file located in the Financials section of our Investor Relations website at ir.nasdaq.com. As a reminder, on Slide 4, our financial reporting reflects the new corporate structure that we announced last quarter. Additionally, in order to better align our financial reporting with our internal management structure, we also recast the U.S. cash equity and options tape plan revenues into the Trading Services business within Market Platforms division from the Data and Listing Services business within the Capital Access Platforms division. Investors can review an updated supplement on the IR website with historical time periods reflecting this change. I will start by reviewing fourth quarter 2022 performance beginning on Slide 11 of the presentation. The 2% increase in reported net revenue of $906 million is the net result of organic growth of 5%, including a 5% organic increase in the Solutions businesses and a 4% organic increase in Trading Services, partially offset by a 3% negative impact from changes in FX rates and the net impact of an acquisition and divestitures. Moving to operating profit and margins. Non-GAAP operating income decreased 1% while the non-GAAP operating margin of 49% was down from 51% in the prior year period. For the full year 2022, the non-GAAP operating margin totaled 52%, a decrease of 1 percentage point from 2021. Non-GAAP net income attributable to Nasdaq was $317 million or $0.64 per diluted share compared to $328 million or $0.64 per diluted share in the prior year period. Turning to Slide 12. As Adena mentioned earlier, ARR totaled $2 billion, an increase of 8% from the prior year period, while annualized SaaS revenues totaled $725 million, an increase of 13%. I will now review quarterly division results on Slides 13 through 15, starting with the Market Platforms division. Revenues increased $10 million or 3%. The organic increase was 5%, and there was a 2% negative impact from changes in FX rates. Trading Services' organic growth totaled 4% with the increase primarily due to higher U.S. equity derivatives and U.S. cash equity revenues due to higher capture and higher industry volumes, partially offset by lower European cash equity revenues due to lower industry volumes. Within marketplace technology, we had strong performance in our Trade Management Services business and delivered another quarter of organic growth in the Market Technology business, driven by higher SaaS revenues and strong order intake during the period. This builds on the positive organic revenue growth in the third quarter of 2022 and, is a further encouraging proof point that the programs and initiatives implemented by the leadership team are moving the business forward. ARR totaled $503 million, an increase of 5% compared to the prior year period. The division operating margin of 52% in the fourth quarter of 2022 and 54% in the full year of 2022 both decreased 2 percentage points from the prior year period. The change primarily reflects increased expenses associated with the continued investment in our people and our businesses, including our digital asset strategy. Capital Access Platform revenues were unchanged, reflecting organic revenue growth of $7 million or 2% as well as a 2% negative impact of changes in FX rates. Organic revenue growth during the period reflects positive contributions from the Workflow and Insights and Data and Listing Services businesses, partially offset by an organic decline in Index revenues. Spending a moment on Index. Overall Index revenue declined by 11% compared to the fourth quarter of 2022. When examining the key drivers of the financial performance, our asset-based licensing revenues declined 21% compared to the prior year period, partially offset by a 25% increase in futures-related revenues linked to the NASDAQ 100 Index. Average AUM during the period, which is used to calculate our asset-based revenues each quarter, decreased 19% from the prior year period and trading volumes in futures linked to the NASDAQ 100 index increased 21% from the prior year quarter. To assist analysts and investors going forward, we are updating our public disclosures to provide average AUM each quarter in addition to the end of the period, which will be -- which will better align our key disclosures with our key revenue drivers for the business. One additional note looking forward to the first quarter of 2023. Trading activity of instruments linked to our indexes achieved certain annual thresholds during the second quarter of '22 that resulted in an increase in licensing economics during the remainder of the year. As we begin 2023, the economics of certain agreements reset for the new year. We estimate that this will lead to approximately $9 million of lower revenue in the first quarter of 2023 compared to the fourth quarter of 2022, assuming similar trading activity and product mix in the two periods. ARR for Capital Access Platforms totaled $1.19 billion, an increase of 7% compared to the prior year period. The division operating margin of 50% in the fourth quarter decreased -- the fourth quarter of 2022 decreased 3 percentage points from the prior year period. The operating margin for the full year 2022 was 54.4%, up 60 basis points from 53.8% in 2021. Anti-Financial Crime revenue increased $14 million or 21%, with $4 million of the increase due to the impact of the deferred revenue write-down on Verafin in 4Q '21. Organic growth was 21% in the period or 14% when excluding the impact of deferred revenue, reflecting healthy demand for fraud detection and anti-money laundering solutions as well as SaaS-based surveillance solutions. Fraud detection and AML solutions revenues grew 23% compared to 4Q '21, excluding the impact of the deferred revenue write-down. ARR for Anti-Financial Crime totaled $312 million, an increase of 16% compared to the prior year period. Signed ARR, which also includes ARR for new contracts signed but not yet commenced, totaled $338 million, an increase of 17% versus the prior year period. The Anti-Financial Crime division operating margin was 32% in the fourth quarter of '22 and 26% in the full year of '22. Turning to Page 16 to review both expenses and guidance. Non-GAAP operating expenses increased $26 million to $460 million. The increase reflects a $45 million organic increase, partially offset by a $20 million decrease from the impact of changes in FX rates and a $1 million decrease from the net impact of an acquisition and divestitures. The organic expense increase is primarily driven by higher compensation and benefits expense and general and administrative expense. The higher compensation reflects our continued investment in new employees to drive growth, including a 10% increase in the team over the past 12 months; and annual merit increases, which were higher than prior years due to inflationary pressures on compensation. The higher general and administrative expense primarily reflects higher travel versus the prior year period as we returned to a more normalized level of travel in 2022. During the fourth quarter of 2022, we initiated a divisional alignment program with a focus on realizing the full potential of our new corporate structure. As a reminder, we did this to focus our business more sharply on three megatrends
Operator:
[Operator Instructions] And I show our first question comes from the line of Richard Repetto from Piper Sandler. Please go ahead.
Richard Repetto:
Yes, good morning, Adena, and good morning, Ann. I didn't quite get those restructuring charges, but I think I'd like to keep my question broader. Adena, you talked right at the conclusion in your prepared remarks about sort of the outlook for '23. And I think we all get if the markets are down, the index business, the listing business, et cetera. But I'm trying to see what businesses might flourish, or is there any businesses that might make progress if we get -- with this macroeconomic uncertainty? Because investors look at exchanges to be a little bit countercyclical. And right attached with that, that this sort of outlook, I know it's early on, but the Reg NMS changes, just on balance, they're not going to happen this year. But if they -- the whole balance, whether the fee -- cap fees versus the higher volumes, how you look at the balance from the proposed changes.
Adena Friedman:
Sure. Okay. So that was a good long and multi-pronged question, Rich.
Richard Repetto:
You can just take one. I apologize. Just take one.
Adena Friedman:
That's okay. No, no, that was good. Okay. So in terms of outlook for 2023, I think the general view inside of Nasdaq right now is that we continue to have really strong client interactions across all the businesses that comprise our annualized recurring revenue. So that's our Anti-Financial Crime business, our -- what we call our Corporate Solutions business, our investment analytics capabilities and particularly in our analytics and our data businesses and in our Marketplace Technology business. We still see really good client demand, client interactions, progress against our strategy. I feel our ESG services had double-digit growth and we continue to see really great capabilities and opportunities there. Our anti-financial crime technology continues to show really strong growth. And I think that the market modernization efforts are really impact -- having a positive effect on our engagement with our market tech clients as they're thinking about modernizing their infrastructure. So what I would say, the long-term trends that we're really driving towards feel good as we go into 2023, and we feel really great about the client engagement. The market backdrop, obviously, we're not immune to it. No company is. But I would agree that exchanges have a really resilient -- we're a resilient platform because we have this underpinning of trading, we have this underpinning of our listings and listing fees. We have an underpinning of data that really help keep us really strong and quite resilient in -- across all different market environments. But there are a couple of areas where we have market beta. So certainly, listings revenues won't grow as fast if we don't have listings come out to the market. We have 200 companies on file looking to tap the NASDAQ and hopefully, if the markets open up as we go through the year. But as you know, it takes 2 to tango. So we've got the supply the demand really comes for investors feeling confident underwriting new deals. And I think if we can see interest rates kind of top out and we kind of know where that ends up, we see inflation continue to come down and we have a more certain economic underfooting, we could actually see activity pick up, particularly in the latter half of the year. And we're hopeful for that. And that will help, obviously, with '23 growth but also help with '24. I think with the Index business, it's obviously subject to market beta with our AUM. And we were able to withstand a lot of changes in market values last year. But the fourth quarter, you could see, had a big impact. So the AUM dropped a lot. We didn't have as robust inflows in the fourth quarter to counteract that. But as we go into 2023, we're leased off to a better start. We'll have to see how that evolves, and that's an area where we will have market data through the year. So we'll have to see that goes. But if I were to sum it up, though, the areas where we have recurring revenues and we have our SaaS revenues, we feel really good about how we're engaging with clients. We do have some elongated sales cycles across IR and analytics. But generally speaking, really strong demand. The trends that we're underwriting, we feel really good about and investments we're making there. And I think the markets will be the markets, but I think we've been able to demonstrate really strong performance across different market cycles. Lastly, you asked a question about Reg NMS and the fees and volumes. It's really early, Rich. It's an initial proposal from the SEC. There'll be rounds of comments, there'll be probably revisions in the proposals. And so it will be several years before we kind of see the impact of that. But you're doing the same tactics that we're trying to do, which is we see more opportunity to bring more retail volume onto lit venues, and that's obviously going to benefit us. But we also see a change in the tick sizes and the relevant access fees, and that's where we have to kind of look at that, the kind of what I'll call the different dynamics that that will result in. And so we actually kind of net-net are generally positive on what the SEC's proposed. But we obviously want to make sure we're calibrating the tick sizes and the access fees appropriately for what they're trying to achieve there.
Richard Repetto:
Thank you.
Operator:
And I show, we have our next question from the line of Michael Cyprys from Morgan Stanley. Please go ahead.
Michael Cyprys:
Good morning. And thanks for taking the question. I wanted to dig in a little bit on Verafin. I was hoping you can update us on how the sales environment and pipeline is evolving. And you mentioned some proof of concepts that are undergoing right now. I was hoping maybe you can elaborate on how many you have with Tier 1 banks, and historically, what's been the time to conversion with those historical clients signing over to becoming paying customers? Thank you.
Adena Friedman:
Sure. Yes. Thanks, Michael. So generally, if we look at all of AFC, so you've got anti-financial crime, so you've got the FRAML business which is kind of the Verafin capabilities, and then you have our trade surveillance, which is really the surveillance technology we offer to trading firms and we have market surveillance, which is the technology -- the surveillance technology we offer to markets. In Verafin, as I mentioned, we continue to see really nice strong demand there, and client -- especially with small and medium banks, the conversion has been quite consistent, finding a lead to getting them to become paying clients. And we had, I think it was 98 new clients in the quarter. And we had really strong dynamics there. And it's -- I have to say, I think what we offer is a great product and it shows up in the sales. As we go upmarket, that's where we're kind of -- we, as Verafin, are facing some new unchartered waters, right? We're getting up to the top of the top of the banking universe. And I think that what we're seeing is Tier 2 banks, we're getting them signed up and lined up slowly but surely. The proof of concepts are showing a significant reduction in false positives and a better ability to identify real fraud. And so I think that's really -- the proof points are really helpful in getting to convert a client. Tier 2 banks, you're talking more like a, I would say, anywhere from a 6 to 12-month sales cycle there. And then you get up to the large Tier 1 banks. And that's where, again, we have several proofs of concepts that are completed now, and I think that we're showing really strong results in terms of improvements in lower false positives, better fraud detected. But the contracting cycles there are really long because they go through a really deep review internally. We go through, obviously, cyber review. We go through a lot of different things. And those sales cycles can be anywhere from, I would say, kind of 9 to 15 to 18 months. So we are really hopeful because we completed some of those proof of concepts in the first half of last year that we should be able to convert them this year. And I can only say, Michael, we're not giving specific numbers, but it's a good number of proof of concepts that we've completed. It gives us an opportunity to show that we can get into the Tier 1 banks as we go through '23. And so we're confident we'll be able to show those proof points as we go through the year.
Michael Cyprys:
Thank you.
Operator:
And I show our next question comes from the line of Alex Kramm from UBS. Please go ahead.
Alexander Kramm:
Yes, good morning, everyone. This may be a little bit of a snippy question but I'm going to ask it anyways. It's about the recast. So obviously, you just in November resegmented and rolled out new targets for solutions 7 to 10. But then obviously, you just recast something today to basically move a no or shrinking business into the non-solution segment. So if my math is right, it's about 60 basis points of positive impact to organic growth to Solutions in the fourth quarter. So I guess my question is, should we hold you accountable for higher targets now? Was it 7.5% to 10.5%? Or how should we be thinking about it? Because, again, you did a nice job recasting and really moving Solutions to be non-trading, and now you're changing that around again? Thanks.
Adena Friedman:
Yes. So Alex, thanks for the question and it's not snippy. So -- but I would say this. We actually made that change, so what happened was we used to have the options tape revenue sitting inside the Market Services business, and we have the equities tape revenue sitting inside of Market Data. And -- but what we did with the realignment was we actually moved the management of the equities tape into the Markets team because of the fact that the revenues associated with the equity tape are more -- they ebb and flow with market share and other dynamics in the market as opposed to just pure client demand. And so we decided, and so when we first redid -- went into the new divisional alignment, we actually moved the options tape into data as opposed to moving the equity tape into the markets. And we -- as we went through the fourth quarter and we really thought about kind of aligning the business with the management, we actually decided to make a switch. So we kind of moved the options and equities tapes now into market platforms because that's where the team that supports them are moving into the Market Platforms division, are being managed by the Market Platforms team. So we did not do it intentionally to kind of recast targets or anything like that. We're not changing our medium to long-term outlook across our Solutions businesses. 7% to 10% is the target and the outlook that we expect to be able to achieve over medium to long term. But we did want to move those products just into the group that's managing them. That's really the only catalyst.
Operator:
And I show our next question comes from the line of Owen Lau from Oppenheimer. Please go ahead.
Owen Lau:
Good morning. Thank you for taking my question. So on the expense outlook, could you please talk about the area that you will invest in ESG and Anti-Fin Crime? Is there any specific examples you can give to us? And how should we think about the new product launches or even incremental revenue potential from these investments? Thank you.
Ann Dennison:
Sure. I'll start. Hi Owen. So when we think about -- I guess, just coming back to the guidance, we've got that midpoint of our guidance is at 5%, which is when you look at our 4% to 7% medium-term outlook, we're just below the midpoint of that which would be 5.5%. When we think about what comprises that 5%, substantially all of our growth is to support, like you said, the -- our growth initiatives across ESG, AFC and market modernization. And I would characterize them as the investment we need to continue building out the long-term opportunities for those business to support the revenue growth we have in our outlook over the medium term. And so I think it's really about that 18% to 23% medium-term outlook on AFC and then our capital access platform medium-term outlook to support the growth there, ESG being the biggest or a high -- growing off a small base but a high-growing portion of the Workflow and Insights portion of the business.
Adena Friedman:
Yes. And I think, Owen, one thing we did point out because embedded in that 5% annual growth in expenses is about, 1 percentage point of that is really the continued investment we're making in our digital assets business. As we kind of get closer to launching that business, hopefully in the first half of this year. So that's one concentrated investment that we've called out as we went through and discussed the outlook. I think beyond that, when we look at the remaining 4% growth, as Ann said, the majority of that growth really just comes from making sure we're making the right investments across the three key pillars. We're not kind of quantifying investments in each one of those pillars. But they're all -- you have to think about it this way. The growth outlook of one of those businesses, if there's a higher growth outlook, it's likely that we're putting more investment dollars or at least on a percentage basis, putting more investment into those businesses. So like our AFC business. If we have a medium to long-term growth outlook of 18% to 23%, we're investing in the R&D and the go-to-market and the sales capabilities to make sure we support that growth. And so that would have a higher level of investment than something that's growing 5%, let's say. But I also think that -- as a general matter, we feel like we're making the right choices of where to invest our capital to make sure we can sustain our growth and make sure we achieve this on the medium to long-term outlook.
Operator:
And I show our next question comes from the line of Craig Siegenthaler from Bank of America. Please go ahead.
Craig Siegenthaler:
Good morning, everyone. So I had a question on the pretax charges from the divisional alignment. I was wondering if you could provide more detail behind the employee-related costs. And what does this really mean in sort of simple terms? Is it layoffs, new hires? And where are you increasing headcount and where are you potentially reducing headcount?
Ann Dennison:
Okay. Thanks, Craig. I can get started on that question. So if we think about just overall the realignment program that we've launched, the objective of the program is really tied very, very closely to our restructure of the -- and realignment of the divisions themselves. So when you think about the employee costs that are embedded in that range of $115 million to $145 million, they're really complementing our divisional realignment and not broad-based. We're not looking at anything sort of from a broad-based company perspective, but really the effect of looking at location and functional strategy within the alignment of the divisions. And then also migrating some of our tech to optimize the power of the combined divisions. And we think about those costs coming in over the next two years and with an expected return on those costs of an annualized run rate savings and revenue synergies of about $30 million a year sort of fully baked in by 2025. And I'd say that $30 million estimate, right now, the majority of that is on the expense side.
Operator:
And I show our next question comes from the line of Dan Fannon from Jefferies. Please go ahead.
DanFannon:
Thanks, good morning. I wanted to follow up on the Anti-Fin Crime. The 14% growth ex the deferred revenue this quarter, trying to bridge that to the 3 to 5-year outlook of 18% to 23%, and you've clearly talked about a lot of momentum. But is in the -- but the long sales cycles, do you need -- should we think about 2023 as being within this, the higher end? Or is it going to ramp as we kind of get and maybe exiting that -- exiting '23 or beyond to get to those higher numbers?
Adena Friedman:
Sure. Well, I think that as we look at our kind of our medium- to long-term outlook, that 18% to 23%, we feel is well supported by the sales opportunities, the pipeline and the overall continued investment in the actual products so that we can continue to expand our capabilities. I thought I'd give you just a little bit more detail on how we look at the dynamics. And I mentioned -- as I mentioned before, we have our FRAML solutions. And that obviously, that's our Verafin asset, and that was delivering more than 20% growth in the quarter and continues to have really strong growth potential even as it continues to scale. And so I think there, Dan, we definitely think that the Tier 1, Tier 2 -- we're not dependent on Tier 2 and Tier 1 banks to support that growth rate in the short term. But as we continue -- as we move upmarket and we are able to attract this Tier 1 and Tier 2 banks, the ticket sizes are much, much higher. So over the longer term, showing momentum across that will be important to continue to maintain the strong growth trends that we're showing in that business. The other two parts of the business, trade surveillance, that continues to have kind of high single-digit, low double-digit growth, and it has for a long time. That's providing surveillance solutions to trading firms. And there, we're continuing to drive that growth by expanding the types of modules that we offer, like our crypto modules as well as more -- bringing more asset classes onto the platform and really continue to globalize the clientele there. We have gotten to the point where we become an enterprise provider of surveillance across large banks, and that continues to be a good growth opportunity to support that kind of high single digit, low double digits. The one area that is actually has a low -- I would say flat to low growth profile is our market surveillance business where it's the smallest part of the division. But it's a harder one to grow a lot because the overall base of client opportunities is smaller. That's where we provide surveillance to markets and regulators. And there, that business was largely flat for the year and continues to have a low growth profile. So that's -- I think certainly in 2022, that has created a little bit of kind of a lower growth view. And as we go into '23 and '25 or '23 to '24, '25, '26, we hope to find new ways to catalyze some growth there, but we will expect that to be a low grower in the years to come. So hopefully, that just gives you a little more context.
Operator:
And I show our next question comes from the line of Brian Bedell from Deutsche Bank. Please go ahead.
Brian Bedell:
Good morning. Thanks for taking my question. Maybe just one confirmation just on the divisional alignment program, the $115 million to $145 million. I just want to make sure that's those expenses are not included in the non-GAAP guidance. So just a clarification on that. And then more broadly, just in terms of the Solutions growth for this year, I realize 7% to 10% remains your longer-term target. But given the headwinds that you're describing this year from the elongated sales cycles and of course, the pressure on index licensing, should we be thinking of a near-term 2023 as being sort of lower than that? And then the initiatives that you're investing in would potentially then raise that in '24? So kind of a slowdown and then a reramp of that Solutions revenue.
Ann Dennison:
Sure, Brian. So on the first part of your question, the divisional alignment program, the cost associated with those will be booked on the restructuring line, and they will not be included as part of -- they are not part of our non-GAAP expense guidance that we released for 2023, yes.
Adena Friedman:
Yes. And then with regard to the overall outlook for the business, I think that -- I would say it this way, I think, Brian, that in general, we feel really good about how we're delivering on the growth of our Solutions businesses across, as we mentioned, AFC as well as the investment analytics, so insights and workflows for the corporates and I know market tech business. And I think we continue to see really good client demand. There are some elongated sales cycles and that could bring the growth down a little bit for the year. But I think the one area that we do have some dependence on the market backdrop is in our listings business and our Index business. And there, we are hopeful that we'll see some improvement across index values, market values, which will then, of course, support bringing more companies to market, and that will help us manage through the year and be consistent with how we are looking at our targets. But those areas could create more of a challenge if we don't see an improvement in the overall market environment for this year. I think that's why we like to keep those targets as kind of medium to long term as we look at an average over multiple years just because of the fact that there are years where you have a tougher market backdrop. I would point out, though, that even with the tough market backdrop that we had in 2022, we were able to deliver 10% organic growth across our Solutions businesses. And we had 8% improvement -- increase in our ARR and 13% increase in our SaaS. So even with a really challenging market environment from last year, I think we were able to show a consistent story across Nasdaq.
Operator:
And I show our next question comes from the line of Gautam Sawant from Credit Suisse. Please go ahead.
Gautam Sawant:
Good morning, Adena and Ann. I wanted to just spend a second on Puro.earth and the long-term opportunity there. I know Puro.earth presented at COP 27 and the trading certificates increased 250% in 2022. Can you talk about the potential earnings contribution from this business in the future? And is there an opportunity to sell Puro.earth directly to your corporate clients that are across the U.S. and Nordic businesses?
Adena Friedman:
Sure. Yes. Actually, we do. So what -- I love talking about Puro.earth. So just as a reminder, Puro.earth a carbon removal marketplace where we have a minority position in partnership with a company called Fortum in Finland. And we are really excited about the opportunity that Puro.earth provides to us and, frankly, to our clients. So we do already tap our corporate clients as clients. So they come in directly and buy carbon removal credits through the Puro.earth platform, and we leverage our corporate relationships to really continue to grow the demand for those credits. I think that what's holding that market back today, and it's very small, so I just want to enforce off on everyone that, that is a small business today. It did grow, as you said, actually, I think it was like 250% to 300% year-over-year but from a tiny base, it sits in our Market Platforms business. It supports our ESG strategy and that mega trend. But what's really holding that platform are all -- that whole marketplace back is supply. So we are really focused on high-quality industrial carbon removals. We do diligence on every supplier we put on the platform. We have -- we work with an advisory committee to determine which scientific methods we're willing even to put on the platform. We're very, very discerning in how we bring supply onto the platform. And given the fact that it's still a pretty nascent industry, we're really hamstrung by small supply today. So over the next three to five years, we actually expect a lot of investment to come into the carbon removal space. We think that will really bolster supply. We're replatforming Puro.earth to have a really advanced blockchain based registry that we can then leverage across multiple trading venues. And we're working with some market makers to help create -- they're going to buy up from removals and start to create a secondary market, so that we can also have trading activity start to develop on the platform. But I want to say this. I think Puro.earth is kind of like a 5 to 10-year strategy. It's a very small investment for us as of right now. It's a small but mighty team. But we are really, really excited about what it can become, but just recognize it's a long-term strategy.
Operator:
And I show our next question comes from the line of Alexander Blostein from Goldman Sachs. Please go ahead.
Alexander Blostein:
Good morning. Thanks for the question. I was hoping we could dig into some of the interplays in the kind of legacy listings business and the Corporate Solutions business. I guess, on the one hand, I was curious if you could help frame the revenues that could be at risk from stocks delisting over the course of this year, and then on the flip side, opportunities you guys might see from some of the discounts on the Corporate Solutions services that you provided to IPOs that listed over the last couple of years, those coming off and the probability of them starting to pay for service?
Adena Friedman:
Great. Yes. Thanks, Alex. I mean the SPAC revenue represents just over about 1% of total revenue for Nasdaq. So it's a small part of our revenue stream. We are seeing SPAC combined, but we're also seeing a number of SPAC decide to provide the money back to their shareholders. So it's a small part of our revenue. And -- but we're -- but we also recognize that the environment has changed a lot for SPACs, and so we would anticipate some reduction in revenue coming from the back of SPAC ultimately not finding combinations. So I think that's something that will probably have more of an effect in 2024 than in 2023, but it's something we're watching pretty closely. But as I said, just to size it, it's a little more than just 1% of the revenue. I think with regard to Corporate Services and Solutions, which is our IR and our ESG solutions to support corporates, you are right. We have a lot of clients who come on to our platform. We've been supporting them through the IPO package for the last two years. And so as we get particularly into 2024, we're going to see the opportunity for us to turn them in and convert them into paying clients. And so that is obviously -- that part of our outlook for that business is how we convert those clients to paying customers. We've also upsold those clients even during the IPO package period where we might sell them into some of our ESG packaged solutions and into a deeper set of IR solutions. So we do have them some of them as paying clients now. And I think that obviously, even bolsters our view that they'll continue to want to use our services beyond the IPO period. But I just want to say, I think that's more of a '24 opportunity than '23, but we're very optimistic about that. We have strong retention of clients as we convert them.
Operator:
And I show our last question comes from the line of Kyle Voigt from KBW. Please go ahead.
Kyle Voigt:
Good morning. Maybe a question on the BEC migration from your on-premise solution to your cloud-based platform. Could you just remind us of the revenue and margin impact for Nasdaq from this type of on-premise to cloud migration? I'm just trying to put some numbers around the impact so we have a better understanding of kind of the larger opportunity if we see more similar type announcements over the coming year or two?
Adena Friedman:
Yes. I think that we'll probably need to come back to you to give you a little bit more of that view. I can't sit there and use one client and extrapolate it to the whole business. But when we do sign a client on to more of a SaaS-based market tech contract, there are two benefits. One is just it becomes an annualized recurring revenue as opposed to an implementation revenue, which has much lower margins, followed by a service and maintenance and license agreement which has a higher margin. So you have like more steady revenue and a more steady margin throughout the length of the contract. But I don't think we've given you a view yet into like what's the margin differential. And so I kind of feel like we probably need to come back and give a little bit more of an insight into that specifically as we gain more traction in getting our clients to sign on to cloud-based, particularly cloud-based solutions. So let's come back to you on that, but I just don't want to give you kind of a wrong answer right now.
Operator:
Thank you. That concludes our Q&A session. At this time, I would like to turn the call back over to Adena Friedman for closing remarks.
Adena Friedman:
Great. Thank you very much. Well, as we conclude today's call, I want to reiterate that our leadership team remains very focused on executing our strategy to deliver for all of our stakeholders, and we look forward to continued discussions throughout the year on the progress we aim to make against our strategic priorities. So thank you very much, and have a great day.
Operator:
Thank you. And this concludes today's conference call. Thank you for participating. You may now disconnect.
Operator:
Good day and thank you for standing by. Welcome to Nasdaq's Third Quarter 2022 Quarterly Update Conference Call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question-and-answer session. [Operator Instructions] Please be advised that today's conference is being recorded. I would now like to hand the conference over to your first speaker today to Mr. Ed Ditmire, Head of Investor Relations. Please go ahead.
Ed Ditmire:
Good morning, everyone, and thank you for joining us today to discuss Nasdaq's third quarter 2022 financial results. On the line are Adena Friedman, our CEO; Ann Dennison, our CFO; John Zecca, our Chief Legal Risk and Regulatory Officer; and other members of the management team. After prepared remarks, we'll open up the line to Q&A. The press release and presentation are on our website and we intend to use the website as a means of disclosing material, non-public information and complying with disclosure obligations under SEC Regulation FD. I'd like to remind you that certain statements in this presentation and during Q&A may relate to future events and expectations and as such, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. Information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press release and periodic reports filed with the SEC. Lastly, a quick programming mention. We're excited to be hosting our Investor Day on November 8. Our leadership team will give presentations about our strategy, operations and opportunities and will be available for your questions. I know many of you on the line today are planning to participate. If you have not registered, please do so at ir.nasdaq.com. I'll now turn the call over to Adena.
Adena Friedman:
Thank you, Ed, and good morning, everyone. Thank you for joining us. I'll begin today with a summary of the new corporate structure for Nasdaq that we announced during the quarter. The new structure organizes our business units into the following three divisions that align us more closely to the foundational shifts that are driving our strategic evolution. Market Platforms led by Tal Cohen will include our North American and European market services as well as our market infrastructure technology business. The division will also include our digital assets and carbon markets businesses. Capital Access platforms led by Nelson Griggs will combine our corporate platforms and investment intelligence businesses. And Anti-Financial Crime led by Jamie King, will include Verafin, our fraud detection and anti-money laundering solution, as well as our market and trade surveillance business. Our new structure will take effect by the end of the fourth quarter of 2022. As Ann will note later, we have provided supplemental information to help investors and analysts prepare for the financial and reporting implications of our new structure. This information is available on our IR website and was furnished in our Form 8-K filed this morning. Additionally, we will discuss our businesses through the lens of this new structure at our upcoming Investor Day on November 8. We believe the new structure will elevate our strategy and amplify our growth opportunities by allowing us to provide even more holistic solutions to our clients' most complex challenges. We view this as the next chapter in the strategic pivot that we launched five years ago, which solidified our focus on liquidity, transparency and integrity as the foundation of our strategic growth pillars. While these strategic themes are carried across our divisions, each division has a central theme that will help define its strategic focus. Market platforms will focus on maximizing the liquidity of the capital markets through our role as a market operator and as a provider of market ecosystems to our technology clients. This division will center around the modernization of markets, including the migration of markets and core infrastructure to the cloud and the emergence of blockchain and the resulting digital assets as elements of future market infrastructure. Nasdaq today serves as a powerful capital markets platform. We are a leading force in the modernization of marketplaces through our world-class technology, including the progress we're making as we migrate our own markets to our next-gen exchange platform in an edge cloud environment. We are also actively deploying our next-gen market platform to our market technology clients. And through our new structure, we see an opportunity for us to drive a broader strategy as one integrated unit. For instance, as we move forward with our digital assets platform, we see our role as being broader than a market operator or a market technology provider. It is a true platform opportunity, creating a custody foundation with strong anti-financial crime capabilities that allows multiple market venues, including those to whom we sell our market technology to connect and where we can facilitate institutional liquidity across venues more seamlessly than exist today. It's just one example of how the divisional structure will have more power, working together both as an operator and as a technology partner. We are excited to demonstrate how we can combine our expertise in managing market infrastructure coupled with our focus on leading technologies to support exchanges and market participants in new ways to drive the global flow of capital. In our Capital Access Platforms division, we will leverage the insights and capabilities across our corporate platforms and investment intelligence team. And we will be focused on the transparency pillar, reflecting the profound shift in behavior among corporates and investors with a focus on long-term value creation. We are seeing a sustained prioritization across the buy-side on long-term value creation and the subsequent response across corporates to engage their investor base in this evolving construct. For instance, there is a notable opportunity for Nasdaq to be a leading ESG solutions provider. We are centered first on a foundation of serving the specific needs of corporate issuers by providing advisory services along with SaaS-based data aggregation and reporting capabilities to facilitate their ability to communicate their ESG and climate strategies and progress to the investment community. As we mature our strategy, we have an opportunity to bridge these capabilities into the investment community through analytics, indexes and data solutions. More generally, capital access platforms will be positioned to connect the investor and the issuer communities through actionable insights, industry-leading indexes and modernized workflows. This will allow us to provide more seamless, more holistic and more impactful solutions that help both stakeholder groups navigate the increasing complexity of the evolving financial system. And finally, our Anti-Financial Crime division will continue to focus on strengthening and safeguarding the integrity of the financial system. Anti-financial crime technology represents an already large and fast-growing sector with structural and regulatory tailwinds. And as the financial system transforms and becomes more technologically driven and sophisticated, the threats to its integrity are growing in scale and sophistication as well. Financial institutions face increasing -- I'm sorry, face significant challenges in detecting and preventing financial crime, and therefore, are investing significant capital and resources and combating those threats. Nasdaq's Anti-Financial Crime division focuses on delivering a world-class platform with holistic solutions and capabilities to support financial institutions and fighting financial crime more effectively across their networks and the wider financial system. We are very excited about the opportunities ahead of us to further lean into the areas that are prime for growth as we become the trusted fabric of the financial system. As I noted earlier, we will have an opportunity to provide more details and answer your questions about this new structure for Nasdaq at our upcoming Investor Day on November 8. Now let's turn to our results. Nasdaq delivered strong third quarter results with $890 million in net revenues, a 6% increase compared to the prior year period and a 9% on an organic basis, excluding the impacts of the changes in FX rates in acquisitions and divestitures. Our total annualized recurring revenue, or ARR, increased 8% to $1.97 billion. Annualized SaaS revenues totaled $699 million in the third quarter of 2022, growing at an even faster rate of 13%. We are pleased with the continued consistent growth across our recurring revenue segments, complemented by positive organic contributions from other areas, including index licensing and trading. Turning next to the specific business highlights starting with our Solutions segment. Our Solutions segment delivered total revenue of $584 million during the third quarter, an 8% increase from the prior year period or 10% organically, excluding the effect of FX and an acquisition. The growth was driven from activity across the full breadth of our businesses, including our index and investment analytics offerings, the expansion of our listed issuer base, our anti-financial crime offerings and market infrastructure technology business as well as strong demand for our IR and ESG services. In our Investment Intelligence segment, we delivered $284 million in total revenue in the third quarter, a 4% increase overall from the prior year period. Our organic growth was 6%, excluding the effect of FX, with contributions to organic growth from each of the three businesses during the quarter. Revenue in our market data business increased by 2% from the prior year period and 5% organically, excluding the impact of FX, primarily due to an increase in proprietary data revenues from international clients. Our index business saw revenue growth of 5% versus the prior year period, driven by positive net flows of $56 billion over the last 12 months. We also saw continued strong results from licensed futures activities, which, together with the impact of positive inflows more than offset the negative impact of market beta. In our Analytics business, revenues grew 8% from the prior year period and 10% organically, excluding the effect of FX. Our combined investment in Solovis offerings saw strong revenue growth driven by the sequential impact of new sales and client retention. This was the sixth consecutive quarter of double-digit organic growth for that team, which underscores the power of these offerings across both asset owners and asset managers. Turning next to our Market Technology segment. We delivered $132 million in total revenues in the third quarter, a 16% increase from the prior year period. This was driven by growth in both the anti-financial crime and the market infrastructure technology businesses. Our anti-financial crime technology business had a very encouraging third quarter with a 24% increase in revenues versus the prior year period. Growth was driven by new sales across both our fraud and anti-money laundering and surveillance solutions as well as the $7 million impact of the Verafin acquisition deferred revenue adjustment recorded in the prior year period. Regarding Verafin specifically, we grew revenues 25%, excluding the $7 million impact of the deferred revenue write-down on the prior year period. We are particularly proud of the team's continued ability to sign new clients across small to medium banks, which is the core of the current franchise with 54 new small, medium banks clients signed during the quarter. We are also pleased by the results of recent proof of concepts with several Tier 1 banks. As an example, in one POC that we ran, we were able to reduce false positives by 25% by simultaneously identifying 3.5x more dollars in fraudulent payments. Moving next to our market infrastructure technology business. We generated $55 million in revenues, representing 8% organic growth. We are pleased to see the business return to positive organic growth versus the prior year period for the first time in over a year. We continue to be on track with large complex deliveries, and we have a strong pipeline of engaged clients and prospects. Moving to our foundational marketplace businesses. Our Market Services segment delivered net revenues of $305 million during the third quarter, a 4% increase versus the prior year period or 8% higher organically, excluding the impact of FX. The increased revenue year-over-year was broad-based, with especially strong growth in trade management services, which had a record quarter and increases across each of our trading businesses, equity derivatives, cash equities and FICC. Lastly, we were excited to announce during the quarter the launch of our new digital assets business to power the digital asset ecosystem. This new business underscores our ambition to facilitate broader institutional participation in digital assets by providing trusted and institutional-grade solutions, focused on custody, liquidity and integrity. As part of our Market Services segment, Nasdaq Digital assets will initially develop and advanced custody solution, coupled with liquidity and execution capabilities geared to serving institutional clients by enabling safe transaction and storage of digital assets. This solution is developed through an innovation and innovative technology approach that brings together the best attributes of hot and cold crypto wallets, providing a high degree of accessibility without compromising security. Additionally, we will incorporate our anti-financial crime technology with new coverage for the cryptocurrency ecosystem, including a comprehensive suite of crypto-specific detection and investigation capabilities. Finally, our Corporate Platforms segment delivered revenue of $168 million in the third quarter, an 8% increase from the prior year period or 11% organically, excluding the impact of FX and an acquisition. The growth was driven primarily by the increased demand for our IR and ESG services and secondarily, due to the expansion of the issuer bases across both our U.S. and Nordic listing franchises. Revenues in our IR and ESG services businesses increased 13% organically, underscoring the strong demand for our technology-based and consultative solutions during the period. The number of corporate clients using Nasdaq's IR and ESG solutions increased 5% from the prior year period. Examining our IR ESG solutions more specifically, we have increased the number of companies using our ESG advisory services by 35% versus the prior year. We've also tripled the number of clients using our ESG workflow solutions to 170 companies, coming from both strong growth in one report and the acquisition of Metrio. Turning to our Listing Services business. Revenue increased 6% to $105 million as the number of Nasdaq listed corporate issuers, excluding SPACs, increased 5% compared to the prior year period. Nasdaq continued its competitive leadership in attracting the majority of new U.S. listings during the quarter with 28 operating company IPOs and a 90% win rate. Next, I want to touch briefly on the current market environment. As we enter the final months of 2022, we continue to find ourselves amid an uncertain macroeconomic and geopolitical backdrop. While we will remain vigilant and maintain flexibility to respond effectively to changing conditions, we believe we continue to be well positioned to deliver for our clients and our shareholders throughout the cycle. Our results continue to demonstrate the quality of our businesses and the value inherent in diversified model. We also continue to see compelling opportunities to further deepen relationships with our clients in this environment and expand the ways we support them as they navigate these dynamics. The new corporate structure we unveiled last month will serve as a great foundation, providing us even more opportunities to lean into areas most prime for growth and deliver even more holistic solutions to our clients across the ecosystem. With that, I will now turn the call over to Ann to review our financial details.
Ann Dennison:
Thank you, Adena, and good morning, everyone. My commentary will primarily focus on our non-GAAP results and all comparisons will be to the prior year period unless otherwise noted. Reconciliations of U.S. GAAP to non-GAAP results can be found in our press release as well as in a file located in the Financials section of our Investor Relations website at ir.nasdaq.com. I will start by reviewing third quarter 2022 performance, beginning on Slide 9 of the presentation. The 6% increase in reported net revenue of $890 million is the net result of organic growth of 9%, including a 10% organic increase in the Solutions segment, and an 8% organic increase in Market Services, partially offset by a 3% negative impact from changes in FX rates and the net impact of acquisitions and divestitures. Moving to operating profit and margins. Non-GAAP operating income increased 7%, while the non-GAAP operating margin of 53% was unchanged compared to the prior year period. Non-GAAP net income attributable to Nasdaq was $335 million or $0.68 per diluted share compared to $303 million or $0.59 per diluted share in the prior year period. Turning to Slide 10. As Adena mentioned earlier, ARR totaled $1.97 billion, an increase of 8% from the prior year period, while annualized SaaS revenue totaled $699 million, an increase of 13%. I will now review quarterly segment results on Slides 11 through 14. Starting with Market Technology. Revenue increased $18 million or 16% with $7 million of the increase due to the impact of the deferred revenue write-down on Verafin in the prior year period. Organic growth for the Market Technology segment was 18% in the period, and driven by both the anti-financial crime and market infrastructure technology businesses. Our market infrastructure technology business grew 6% as compared to the prior year period and 8% organically, excluding the impact of FX. This inflection reflects the progress we have made in advancing some of the largest client implementations through critical milestones earlier this year, new and expanded customer relationships and the lapping of a difficult comparable due to the planned rollout of a client support contract in the second half of 2021. This progress is an encouraging early proof point that the programs and initiatives of our market infrastructure technology team have been implementing will move this business forward. ARR for market technology totaled $456 million, an increase of 7% compared to the prior year period. The Market Technology segment operating margin was 15% in the period and increased 6 percentage points compared to the prior year period. Investment Intelligence revenue increased $12 million or 4%, reflecting organic revenue growth of $16 million or 6%. Organic revenue growth during the period reflects positive contributions from the index, analytics and market data businesses. Asset-based licensing revenues declined 6% compared to the prior year period and represented 61% of index revenues. AUM and exchange-traded products linked to Nasdaq indexes totaled $311 billion, a decline of 14% from the prior year period. ARR totaled $583 million, an increase of 5% compared to the prior year period. The Investment Intelligence segment operating margin of 64% decreased 1 percentage point from the prior year period. Corporate Platforms revenues increased $13 million or 8% including 11% organic growth. The increase was primarily driven by higher U.S. listing services revenues as well as higher adoption across the breadth of Investor Relations and ESG and advisory and reporting offerings. Our listed corporate issuer base increased 7% or 5% excluding SPACs. Corporate Platforms ARR was $589 million and increased 11% compared to the prior year period. The Corporate Platform segment operating margin of 44% increased 2 percentage points compared to the prior year period, driven by a combination of recent growth in the listed issuer base and lower marketing expenses due to the subdued IPO environment. Market Services net revenues increased $13 million or 4%. The organic revenue increase was $24 million or 8% and there was an $11 million negative impact from changes in FX rates. The organic increase reflects growth across trade management services, U.S. cash equity, equity derivatives and fixed. Turning to Page 15 to review both expenses and guidance. Non-GAAP operating expenses increased $20 million to $417 million. The increase reflects a $40 million organic increase partially offset by a $19 million decrease from the impact of changes in FX rates and a $1 million decrease from the net impact of acquisitions and divestitures. The organic expense increase is primarily driven by higher compensation and benefits expense, reflecting two factors. First is our continued investment in new employees to drive growth, including a 9% increase in the team over the past 12 months. Second is annual merit increases, which are reflected in the quarterly expense run rate starting in the second quarter. The increase is higher than prior years due to inflationary pressures on compensation, which we reflected in our guidance at the beginning of the year. We are lowering our 2022 non-GAAP operating expense guidance to $1.70 billion to $1.72 billion, lowering both the top and the bottom of the prior range to reflect a combination of the continued strong organic growth dynamics as we progress through 2022, along with the impacts of a stronger dollar on our non-U.S. expenses. Lastly, we are lowering our 2022 tax guidance to a range of 24% to 25% versus 24% to 26% previously. Turning to Slide 16. Debt decreased by $344 million versus 2Q '22, primarily due to net repayment of $222 million of commercial paper and a $123 million decrease in Eurobond book values caused by the strengthening dollar. Our total debt to trailing 12 months non-GAAP EBITDA ratio ended the period at 2.7x, down from 2.9x in the second quarter of 2022. During the third quarter of 2022, the Company paid common stock dividends in the aggregate of $99 million. As of September 30, 2022, there was $293 million remaining under the board authorized share repurchase program. Turning to Page 17 of the presentation, I would like to touch on some of the very material progress we have made executing our sustainability strategy. I would like to note that Nasdaq's ESG reduction targets were approved by the science-based targets initiative. Our targets, including reducing Scope 1 and Scope 2 GHG emissions by 100% by 2030 and absolute Scope 3 ESG emissions 95% by 2050. Additionally, EcoVadis upgraded our sustainability rating from silver to gold status, which is reserved for the top 5% of all companies rated. We also earned a place on Seramount's 100 Best Companies list, and were recognized as the best company for Dads for the second consecutive year. We continue to see opportunities to advance our sustainability program across multiple aspects and look forward to updating you regularly on our progress. I would like to take a moment to discuss the new organizational alignment that we recently announced. On the Investor Relations website, we published a supplement to help with the financial reporting under the new corporate structure, which will take effect by the end of the fourth quarter 2022. The supplement covers the revenues, operating income and operating margin of each of the three new segments
Operator:
Thank you. [Operator Instructions] I saw our first question comes from the line of Richard Repetto from Piper Sandler. Please go ahead.
Richard Repetto:
And Adena and Ann, since you both -- Adena, you started with the corporate structure. So my question is, first, on the organic growth rate has been such an important yardstick as you did the strategic pivot. So I'm just trying to understand and maybe this is addressed what you sent out, but whether you're still committed to reporting market MIT or market infrastructure technology, the growth rate because it's going to get embedded in the market platforms? And that's the first part. And then the second on corporate structure. Do you see any conflict -- I know Tal call it well. He's highly respected but where you're selling technology to other exchanges and you're also competing -- potentially competing with them in the old market services business?
Adena Friedman:
Sure. So with regard to the way that we're going to manage disclosures, Rich, we recognize the fact that we provided investors with a lot of visibility into the market infrastructure technology business for quite some time. And we intend to continue to provide periodic updates to investors to make sure they can continue to track our progress. Both in terms of revenue progress and overall progress against some of the goals and targets that we set at the 2020 Investor Day, and we'll discuss that at the Investor Day on November 8. So, we do recognize the need for us to continue to provide us disclosures as we're managing that business. I do want to say I think that with the market platforms construct with the divisional structure, it actually just increases the opportunities for us to find new ways to serve our market tech clients. And by thinking about us providing kind of an ecosystem orientation to delivering solutions to market tech clients, we hope that they see us as kind of a deeper partner in helping them navigate the kind of the modernization of markets, the way that you bring liquidity into markets, how you set up your infrastructure, et cetera. So, we're quite excited about how this can actually be an amplifier for the business. In terms of the conflict, we do very periodically have to manage through situations where we are providing market technology to a client in the same market in which we're competing. It's very rare, but it does happen. And we have a process and a governance structure internally, leveraging our risk management team, our legal team. And so those conflicts, we manage very actively. I think we've done a very good job of managing these conflicts very well over the years. And so that really doesn't change. It just -- it kind of moves under Tal's responsibility to think through those issues, continue to consult with John Zecca, our General Counsel and Chief Risk Officer, obviously consult with me. So I just don't see any change in kind of how we're going to govern that going forward.
Richard Repetto:
Got it. I figured you'd want to continue reporting MIT growth, especially as it turned positive here this quarter, the organic growth.
Adena Friedman:
Sure.
Operator:
Thank you. And I show our next question comes from the line of Gautam Sawant from Credit Suisse. Please go ahead.
Gautam Sawant:
Can you please expand on how your new initiatives in the digital asset space are complemented by some of the existing capabilities of the Nasdaq platform?
Adena Friedman:
Sure. Yes. I think that it's interesting because on the one hand, we are building a new custody solution from line one of code, but we are actually leveraging the -- what we're calling the marketplace services platform to support the liquidity capabilities that we're delivering on top of that custody solution. And so, we have an amazing technology organization. I mean, it really is incredible. And so what we're able to do is think about all the work we've done to establish Nasdaq's financial framework, establish the platform that's serving as our next-gen exchange platform and leverage that, but then adding this custody solution that's very specific to digital assets. And I think that, that allows us to understand -- we brought in some talent that's what I would call digital native talent to really support building the custody solution and yet they're working with our existing Market Tech team and to make sure that we're leveraging all of the capabilities we've been building over the last five years to support the liquidity that we're putting on top of the custody solution. And then I think in terms of also connectivity that we want to have with other exchanges, we provide the technology that powers nine crypto markets today. And so as we work with them and as we expand that client base, we hope that they see us as a good place for them to be able to custody their coin. And so, we obviously will have connectivity points to exchanges as well. And then I guess the last part is anti-fin crime. On Verafin and our trade surveillance business, we've developed out a crypto component, essentially modules that support all the anti-financial crime capabilities that you need in the crypto market. And so whether a digital wallet or your government wallet within a bank, we can support the bank and making sure that they're managing their credential crime risk. And then with regard to markets and trading firms that trade crypto, we have modules that are custom built specifically to manage the crypto surveillance. So all of those things together really put together kind of the complete suite of what we're offering the industry in crypto.
Operator:
Thank you. And I show our next question comes from the line of Brian Bedell from Deutsche Bank. Please go ahead.
Brian Bedell:
Great. Thanks so much for the color on the new segments, Adena, maybe if I could just ask one on that. I'm sure you'll cover this more on the Investor Day. But in general, do you view the re-segmenting internally I guess, is there going to be like a significant shift of personnel between the segments in terms of how they work together versus how they're working together right now. And then therefore, as a result of that, do you expect on potential revenue synergies and how they're working together in the new structure? And I guess also -- and if I can ask the same thing on the expense side, is it likely to drive some cost savings? Or in contrast, are there more growth opportunities that you may want to invest in as a result of the re-segmenting?
Adena Friedman:
Great. Thank you. Yes. And we will cover that, I think, in more depth on Investor Day. So, we're excited to go through that and to make sure that you hear from Nelson and Tal and Jamie and the broader executive team as they're thinking through how we're going to manage the divisions going forward. But the whole purpose of the divisional structure is actually to unlock more opportunity to serve our customers. And we really thought long and hard as to how best to combine our organization so that we are looking at our customers outside in. And we're saying, okay, if you're a market participant, you're trading across Nasdaq's markets, and you're trading in all the markets in which we provide technology. When we think about the future infrastructure to support our markets, we're especially as we're moving into more of an edge cloud environment, and we're looking at developing our own data center into a local private zone and expanding what we can do to serve our ecosystem. We want to make sure we think about that both as a market operator and as a provider of technology and so that we can be more holistic in serving market participants and their needs. And then also making it so that we can really amplify the modernization markets with other exchanges, we have one technology stack now that didn't used to be the case. So, we now have one leading edge, we think, technology that really -- that underscores our exchanges and will underscore the exchanges that we provide technology to. And so, it allows us to think differently about how to serve those clients more holistically. So that's a market platforms. I think -- and therefore, that's a revenue opportunity to put it that way. And the way that those teams are going to work together is -- they're basically the leaders of the North American markets, European markets and Market Tech. They will serve as the key executive supporting Tal. And then we've actually moved the product engineering team under Brenda Hoffman into the division so that the technology organization will be able to work even more closely with the business, and we're moving product marketing into the division as well. So you've got kind of a more holistic way to run the business in an agile format. The same goes for capital access platforms, bringing investors and corporates closer together, thinking about the services that we offer to corporate to communicate to investors, well, what data could we offer investors to help them understand corporates better. How do we leverage our investment in Solovis technology platforms to make it to that asset owners and asset managers have better line of sight into trends such as ESG trends and other things where we're gathering a lot of data, and we're serving corporates well. So -- and then, of course, index products continue to be an area of just great imagination. We can do -- we've always done thematic indexes that underscore our role in the markets, and we'll continue to be able to do that. So I feel like there's, again, more that we can think about in terms of providing more services to investors treating investors also as corporates in terms of governance and IRs that they have in addition to finding new ways to serve our companies. So again, it's a revenue opportunity. And the businesses, Oliver and Jeff Thomas, who run those respective businesses, will report into Nelson and they will help him navigate that. And then lastly, again, the product engineering and marketing teams will be rolling into the division to create a more agile way to -- and more nimble way to move the business forward. So it is -- I just want to say the purpose of it is revenue opportunity. But the purpose of it also is to kind of make sure we're running these divisions as efficiently as possible, and that will be an evolution over time. And we're excited to be able to go through that with you in more detail at Investor Day.
Operator:
Thank you. And I show our next question comes from the line of Craig Siegenthaler from Bank of America. Please go ahead.
Craig Siegenthaler:
Our question is on the equity options business. There were some positive market share trends in the business this quarter. Most of this was actually driven by the BX Option Exchange. So can you talk about what drove the sharp increase in volumes at this specific exchange?
Adena Friedman:
I can just say generally, Craig, we manage that business very actively. We think about what the strategies are that our clients are trying to execute on. We think about it both in terms of functionality and in terms of pricing. And as we've been really working to increase the utility of the BX Options market, I think that we've had a really good market share growth in general across that business. And I think that some of all the work that we've been doing foundationally to bring more participants in really came to fruition in the quarter. And so, you're seeing a nice uptick in market share there. But again, it's a very dynamic -- as you know, it's a very dynamic environment, and we are constantly vigilant in making sure that we're pricing our markets the right way to serve clients, and we're offering functionality that really meets their needs. And across the six divisions, we basically can serve the needs of any options market maker or market participants.
Operator:
Thank you. And I show our next question comes from the line of Michael Cho from JPMorgan. Please go ahead.
Michael Cho:
I guess I wanted to touch on Verifin for a minute [Technical Difficulty] and the performance this quarter. I think I heard you say there are 54 new client sign-ups, which I think is a nice pick up from 37 last quarter. So wondering, can you give some color on the sales environment for Verafin as it relates to new customers, again in some sense, it's a bit counterintuitive just given the macro and uncertainty out there? But just curious, if anything has changed in terms of the customer acquisition or sales cycle. And then also, you mentioned some proof of concepts happening as well. Just also if you can update us on kind of the sales cycle from proof-of-concept to signing on a new customer?
Adena Friedman:
Sure. Yes. So one thing that we did at the end of last year within the anti-fin crimes business is we segmented the Verafin business into the small to medium banks and then what's the midsize to large banks. And we have two leaders that have really taken on responsibility for looking at each of those groups and those segments of clients. And I think that we did that work at the end of last year, and then we kind of put very specific programs in place to help amplify the growth characteristics in the small to medium bank space and then in the midsized to large bank space because the sales cycles are different. The approach to the product is different. And certainly, as we're moving up to the top tier banks, it's just -- it's a different process and a different orientation, and we wanted to make sure that we kept that machine going within the SMB banks while we also continue to evolve the organization to serve the bigger ones. And I think a lot of the things that we put in place at the beginning of the year for small to medium banks really have come to fruition. There's always a ton of focus on pipeline management, a ton of focus on client service, et cetera. And the sales cycles are relatively quick and the on-boarding is relatively quick. So I think you're just seeing the machine working really well. But I would also say you asked about the current environment, and this is how I look at software sales in an uncertain economic environment. I think, first of all, there is this driving trend across all industries and all segments towards automation and finding ways to do more with fewer people. And the employment environment is very tight. So if anything, banks are struggling to find personnel to be able to manage their financial crime risk so they want to bring in more technology. And technology generally and more automation will make them more efficient over time. So even in uncertain economic environment, you're still seeing generally strong demand for B2B software that that drives automation and allows for more efficiency. But even more powerful is when that software solution is easy to implement. It's a light lift. It's not costly to bring the solution in-house and it's not a big strain on your infrastructure. So cloud-based solutions, SaaS-based solutions are much in higher demand than heavy implementation on-prem solutions. And Verafin, therefore, kind of ticks every box, right? It takes every box for the small banks. It's an all-in-one platform solution that allows them to have much better crime management with fewer people. And then when you look at the largest banks, they're struggling with just an increasingly complex environment, and they need modules that can really help them be more efficient and more effective in finding criminals. And I think that Verafin can -- as it's scaling up to the top tiers, is looking at it more as a modular. They can come in and focus on wire fraud, ACH fraud, business e-mail compromise or they can do one of those things, they can do all of those things. But as banks are looking at their most acute problems, we're coming in with a solution that where we can show material improvement and their ability to manage it. And I think that, again, it's a SaaS-based cloud-based solution. So it's a light lift, light implementation against a really, really great result. So, the return on investment is high. And I think that's why we will be -- continue to be successful in managing through different economic environments. And we're very excited about how we're working with the large banks. That is a different sale. And our trade surveillance business has a lot of experience managing those complex sales, but those take a while. And we've known that from the very beginning. I think when we announced Verafin, we said that we have kind of a three-year view as to how we want to manage to start to penetrate the Tier 1s, and we think we're making great progress. But it takes time to sign those clients after showing that our product is offering them a really good return..
Operator:
Thank you. And I show our next question comes from the line of Dan Fannon from Jefferies. Please go ahead.
Daniel Fannon:
I wanted to talk about the revenue opportunity from the listings companies from all of the new IPOs over the last several years as they kind of come off the starter kit for a lot of the services that you provide for free. Is there a way to quantify things like ESG, and I think there's some IR and other services that is being utilized today, but are going to become potentially fee-paying services over the next handful of months and years. Is there -- I guess, just trying to help looking for ways to kind of quantify that opportunity?
Adena Friedman:
Yes. It's a good question. I think that if you -- we don't give very specific stats as to what the very specific conversion rate is. But I would say that, if you think about all of the IPOs and you kind of look at the ones that are -- probably had larger raises, they have a more established IR group and IR needs, I think that the conversion rate is very high because we do work very hard to prove our value during the three years that they are provided these services free of charge. And so, I think if you kind of take the number of companies went public and then you look at the companies that had larger capital raises, I think that you should assume that there's a really good conversion rate. I think as you look at the smaller, smaller listings that had lower capital raises, they're going to be a little bit more discerning as to which of the services they continue to take but all of them are an up-sell opportunity. And I think that our team does a really good job of really managing the clients well so that they really get great value. So it's a natural thing for them to say, you know what, we're going to continue to receive this value and we're willing to pay for it. But we don't provide specific stats. I just think you're going to have to kind of just look at the roll-off periods, look at the number of IPOs and then probably make some assumptions on conversion.
Daniel Fannon:
Just a follow-up. Is there a way to think about what number of services that you bundle in that starter kit beyond IRs part of it? Is it just so we get a sense?
Adena Friedman:
Sure. Well, actually, it's regulated. So the suite of services is publicly available. It's some and it's basically you get to choose surveillance or targeting or perception you get, I think, a set number of seats. It's anywhere from, I think, one to three seats -- two seats or two seats for IR. And then the ESG reporting is really you're getting access to -- you can choose one report of Metrio in terms of providing data aggregation and reporting solutions. And so, that's actually out there in the public domain, you can kind of see what we're offering, and therefore, that would be what they would convert. Now during the three years, we worked really hard to show them that they might want to take the overall surveillance service, which is just giving them insights into who's buying and selling their stock, but they might want to take targeting or they might want to do a perception study. So, we do work with them to show them that there's incremental value they can receive even during the period.
Operator:
Thank you. And I show our next question comes from the line of Alex Blostein from Goldman Sachs. Please go ahead.
Alex Blostein:
Just going back to the anti-financial crime and the new segmenting is the way you think about forward growth here. Would this business probably coming in into more of a spotlight is it sort of a stand-alone is it sort of a stand-alone segment? How are you thinking about the trade-off and the opportunity on organic versus inorganic growth here? Obviously, it sounds like organic pipelines remain pretty robust given the efforts you have on the Tier 1 bank side. But should we think about M&A being a bigger part of the story now that it will be a separate segment?
Adena Friedman:
Thanks, Alex. I think that when we -- first of all, we really spend the majority of our time really focused on organic growth. But as we look at opportunities for acquisitions and obviously, we'll be very discerning during this period of time to make sure that we're driving to a financial return and a strategic value, I think that we focus -- we're focusing our acquisition reviews in three key areas. It's really the modernization of markets and the idea of technology is serving the financial community. The second is in ESG and how we can continue to provide better capabilities for companies and investors to connect together to manage the complexity there. And then the third is on anti-financial crime. So I think that you will see that we're focused in making sure that we make smart and value-additive decisions if we're going to grow inorganically. I have to say, in anti-financial crime, as you said, there's a really great growth runway with the business as it is, and it's a very good and complete solution. But there may be ways to amplify that strategy or to go into more adjacencies in anti-fin crime over time, and we'll evaluate that. But it's something that we look at. We're looking at across all three themes as we're thinking about acquisitions going forward.
Operator:
Thank you. And I show our next question comes from the line of Owen Lau from Oppenheimer. Please go ahead.
Owen Lau:
Could you please talk about why you made the decision to get into digital asset custody space during -- in the middle of a crypto winter? I mean there are some other companies launching crypto solutions, but I would like to hear from you what Nasdaq is seeing in this market currently? And then for future products, what other products will make sense for Nasdaq down the road in the crypto space? And then, will Nasdaq build its own technology or you partner with third-party crypto custody or auto crypto companies to offer solutions to clients?
Adena Friedman:
Sure. Well, just to answer the last question first. Our primary goal is to build our solutions to serve the industry because we're trying to bring more modern infrastructure into the digital asset space. So, our -- we want to make sure that what we deliver is hyper resilient, is industrialized like we do with our own markets and our market tech for other exchanges. And so, we are -- we see ourselves as a builder in the space, and we do think we can differentiate ourselves in that way. I think, Owen, how this came about? I think we started reviewing the digital asset space obviously years ago. But we really started to doing a deep dive as to how we could play a role in digital assets over the last 18 months. And I think that our view is that there are some very specific and acute pain points that keep institutions from engaging in digital assets. And yet we're really good at providing industrialized solutions and capabilities that drive institutional engagement in market. So, we decided to focus in on how can we provide infrastructure that helps drive adoption into the institutional community and how can we do it in a way that where we're not -- we're going to be conservative, but we're also going to be really, really thoughtful in making sure that we add value -- and we're not -- we did not want to go into the space and say, we're just going to be crypto exchange, 438 or whatever the number is, right? We wanted to make sure that we came in with something that's differentiated that institutions feel like they can use and they can rely on that's accessible, available, resilient, et cetera, and scalable. And so, we decided to start with custody because it's foundational to anything in digital assets. Safekeeping of the coin, in our opinion, is a foundational layer. And whether that's cryptocurrencies or NFTs or other digital assets, it's just something that we felt we needed to get good at and we needed to be able to deliver. As we think about solutions that we're going to add on top of that, the first one is this kind of institutional liquidity solution that -- it's not a continuous market. It's not driven -- it's not retail driven at all. It's really meant for institutions to be able to convert coins to be able to transfer coin from one exchange to another across the custody solution, et cetera, and it's a good entry point for us. What we're going to do going forward, though, Owen is going to depend on how successful we are with step one. So want to get launched. We want to make sure that we have the licenses that we need to operate successfully. And then, we will see gain some experience and then decide what's next for us. But we're excited to get into the space, but we're also doing it with our eyes wide open.
Operator:
Thank you. And I show our next question comes from the line of Andrew Bond from Rosenblatt Securities. Please go ahead.
Andrew Bond:
Just wanted to follow up on U.S. options. So options volumes market-wide continued to be robust, and that's actually a nice uptick in market share. The pricing remain elevated all through the peers. So retail activity is obviously driving activity across the board, but it seems like Nasdaq also benefiting from higher catcher complex winters. So, I was wondering if you could talk a little bit about the size of the complex order market, how competitive it is and you're seeing significant growth there or most of the growth still coming from retail?
Adena Friedman:
I think that with regard to -- I would just say that the complex order functionality is relatively stable. I don't think we're seeing significant changes in demand for complex order functionality. It's become increasingly competitive over the years. It's hard to build, and it's hard to support. So we are -- honestly, we feel great about being in that space because we do it really well. And I think we have a truly differentiated exchange offering around complex sort of functionality. But it's not an area that kind of goes and swings very broadly from one quarter or one year to the next, and it's institutionally driven. But also remember that we also have our floor brokers in PHLX and our auction capabilities and kind of the ability to handle block trade as well. And that's a different exchange with different capabilities. And that market does ebb and flow a bit with institutional demand. And so -- and that also commands a different fee structure than the retail platforms. So, I think that you're probably seeing a combination of both, Andrew, in terms of helping -- in terms of both pricing and our market share. Nasdaq has -- I think one of the things we do differentiate ourselves on is the fact that we have retail-driven platforms, and we have institutionally driven platforms with a lot of different functionalities. So we can be a complete service provider -- so in any environment where the trends are different or retail engagement ebbs and flows, we still have the ability to manage flow from everyone. And I think right now, you're just seeing us operating in all cylinders across the options franchise.
Operator:
This concludes our Q&A session. At this time, I would like to turn the call back to Adena Friedman, CEO, for closing remarks.
Adena Friedman:
Well, thank you very much for your time today. But before I conclude today's call, I would like to make sure you're aware of a change in our Investor Relations team. Specifically, Ed Ditmire has chosen to take on a new challenge as the Head of Investor Relations in a different sector, and this will be his last earnings call with us here at Nasdaq. Ed joined us in 2013, and he has been truly instrumental in shaping and improving our relationships with our investors throughout his tenure here. In nearly a 10-year time frame in which our stock delivered a 440% return, which is just an awesome track record for Ed. Along the way, Ed has become an integral part of the senior team at Nasdaq and has brought our investors into the room figuratively at least, as we've made important and impactful strategic decisions. We are launching a search for a new Head of Investor Relations, and we will provide an update once our new head of IR is selected. During the interim period, Neil Stratton will report directly to Ann Dennison, and he will be the primary contact for analysts and investors. I now want to turn the call now to you, Ed, for a few comments.
Ed Ditmire:
Thank you, Adena, for the very kind words. Working for standout leaders like Adena and Ann, who were always curious about how we could improve as well as an entire management team, with the vision and execution shops to drive real change, kept everything perpetually exciting in my time here. And Nasdaq, I saw how creative, hard-working and humble teams can accomplish that much. And in particular, has been a very special to partner with Neil Stratton with his keen sense of what goes into a compelling investment and for sharing a really ambitious view of what's possible. To our especially discerning mostly reasonable and always entertaining a group of analysts and investors, thank you for being eager to engage for enduring my many arguments and for passing back so many valuable nuggets we used to improve. I'll get to the point. It's been a privilege to tell the incredible story of Nasdaq and its dedicated people, but nothing has been more satisfying than to see the substantial value that can be created when standout business performance was multiplied by the increasing respect earned from our investment community in the weeks to come and especially at our November Investor Day. I look forward to keeping the lines of communications open during this very exciting time and Nasda and then to continue our friendships for years behind. Thank you.
Adena Friedman:
Yes. And Ed will be with us at Investor Day where we'll have a chance to provide him a proper sendoff. But it is with sadness that we have to -- I don't make this announcement, but we're very excited for Ed. So, congratulations, Ed, on your new chapter, and your new adventure that you're going to be starting later in November. Well, in closing, Nasdaq's third quarter results demonstrate our strong execution thus far in 2022, and we look forward to speaking with you more about our future plans at our Investor Day. Thank you and have a great day.
Operator:
[Technical Difficulty] conference call. Thank you for participating. You may now disconnect.
Operator:
Good day and thank you for standing by. Welcome to the Nasdaq Second Quarter 2022 Results Call. [Operator Instructions] Please be advised that today’s conference is being recorded. I would now like to hand the conference over to your speaker today, Ed Ditmire, Investor Relations. Please go ahead.
Ed Ditmire:
Good morning, everyone and thank you for joining us today to discuss Nasdaq’s second quarter 2022 financial results. On the line are Adena Friedman, our CEO; Ann Dennison, our CFO; John Zecca, our Chief Legal Risk and Regulatory Officer; and other members of the management team. After prepared remarks, we will open up the line to Q&A. The press release and presentation are on our website. We intend to use the website as a means of disclosing material, non-public information and complying with disclosure obligations under SEC Regulation FD. I’d like to remind you that certain statements in this presentation and during Q&A may relate to future events and expectations and as such, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. Information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press release and periodic reports filed with the SEC. I will now turn the call over to Adena.
Adena Friedman:
Thank you, Ed, and good morning, everyone, and thank you for joining us. My remarks today will focus on Nasdaq’s second quarter 2022 financial and business performance as well as the progress we have made to drive forward our strategic priorities for the year. I’d like to begin by acknowledging that we continue to find ourselves amid an uncertain macroeconomic and geopolitical environment. Yet while markets, investors and corporate clients all experienced increased levels of volatility during the second quarter, Nasdaq’s strategic vision and our ability to execute on it remains clear. The strength and quality of our businesses puts us in an excellent position to navigate these dynamics. Our record net revenue and non-GAAP EPS results demonstrate our ability to capture new opportunities in different operating environments even as we continue to strengthen our positioning for longer-term growth through focused investments. I am proud of our team’s focus on delivering consistent results to our clients against this dynamic backdrop. Let’s turn to our results. I am very pleased to report Nasdaq’s strong financial performance for the second quarter of 2022. We achieved a record $893 million in net revenues, a 6% increase compared to the prior year period and 9% on an organic basis, excluding the impacts and changes in FX rates and acquisitions and divestitures. Our total annualized recurring revenue, or ARR, increased 9% to $1.97 billion. Annualized SaaS revenues totaled – sorry, $679 million in the second quarter of 2022, growing at an even faster rate of 12%, which reflects strong demand for our anti-financial crime solutions and investment analytics offerings. SaaS revenue now comprises 35% of total company ARR, a new high. The consistent growth we are seeing in our recurring revenue segments provides a powerful starting point for our overall performance, but we also delivered strong results across with our index licensing and trading revenues. Turning next to specific highlights from our business segments, our Solutions segment delivered combined total revenue of $582 million during the second quarter, a 10% increase from the prior year period or 12%, excluding the impact of FX. The growth was driven from activity across several of our businesses, including our index and analytics offerings, the expansion of our listed issuer base, our anti-financial crime offerings, as well as strong demand for our IR and ESG services. In our Investment Intelligence segment, we delivered $283 million in total revenue in the second quarter, an 8% overall increase from the prior year period and 10%, excluding the impact of FX with growth contributions from across the businesses during the quarter. Revenue in our market data business increased by 1% from the prior year period and 3% excluding the impact of FX, primarily due to an increase in proprietary data revenues from international clients. In our index business, we saw revenue growth of $17 million or 16% versus the prior year period, driven by positive net flows of $71 billion over the last 12 months, including $25 billion of inflows during the especially challenging beta environment experienced in the first half of 2022. We also saw especially strong results from license features activities, which together with inflows, more than offset the negative impact of market beta. And in our analytics business, revenues grew 8% from the prior year period and 10% excluding the impact of FX. Our flagship eVestment analytics offerings saw continued strong user adoption, both across our asset owners and asset managers and drove annualized SaaS revenues for the Investment Intelligence segment to increase 12% versus the prior year period to $215 million. Turning next to our Market Technology segment, we delivered $131 million in total revenues in the second quarter, a 12% increase from the prior year period. This was primarily driven by continued growth in our broader anti-financial crime technology solutions business. Our anti-financial crime technology business had a strong second quarter with a 29% increase in revenues versus the prior year period. Growth was driven by sales in our fraud and anti-money laundering, or what we call FRAML solutions, as well as the impact of the Verafin acquisition deferred revenue adjustment recorded in the second – in the prior year period. We welcomed 37 new clients during the quarter. We continue to gain momentum with our efforts to expand Verafin’s presence with larger Tier 1 and Tier 2 banks through our proof-of-concept trials. These are active evaluations within our prospective client’s compliance infrastructures. While this diligence process results in a relatively long technology purchasing cycle, it is an important step to drive our success in extending our solutions to this area of the market. Moving next to our Market Infrastructure Technology business, we generated $56 million in net revenues during the second quarter. Importantly, we made continued progress on the deliverables within a group of particularly large client projects that we have discussed in recent quarters, reflecting our increased ability to work with clients on site. Specifically, we completed Phase 1 deliveries for all four of our largest implementations by the end of the quarter. While some of the projects have follow-on phases, we are pleased to have met these important milestones so far this year. Market Infrastructure Technology also had some exciting new relationships that were announced during the period. In May, SP, a provider of financial products and services in Brazil, announced the development of their new trading platform for digital assets, which is leveraging Nasdaq’s next-gen technology deployed as a SaaS solution in the cloud. In June, Climate Impact X, a Singapore-based marketplace for carbon credits, announced their decision to leverage Nasdaq’s SaaS-based marketplace services platform to power their new spot exchange for carbon credits, which is slated for launch in early 2023. As I noted earlier, we are actively engaging in person with our clients again and the team recently welcomed over 100 officials from 50 global marketplaces to our Annual Technology of the Future Industry Conference. The overall sentiment from clients there was incredibly encouraging, particularly as the market infrastructure operators see the advantages that our technology, including our cloud deployed solutions, can bring to their respective customers as they contemplate shifts in their operating models and look for new ways to differentiate their offerings. We remain confident in our ability to improve our organic growth through the remainder of 2022 and into 2023. Moving to our foundational marketplace businesses, our Market Services segment delivered net revenues of $310 million during the second quarter. We maximized opportunities presented by robust levels of activity through strong market share and consistent pricing strategies. The share volume traded on Nasdaq Exchanges grew by 22% compared to the prior year quarter. And trade management services revenues hit a new quarterly high of $87 million, up 7% versus the prior year, reflecting an increase in demand for connectivity and infrastructure services. At the end of June, Nasdaq’s Closing Cross set a record for the number of shares traded during the 2022 Russell U.S. Indexes Reconstitution, 3.3 billion shares, representing nearly $64 billion were executed in two seconds across Nasdaq-listed securities, a 40% increase in shares crossed from last year’s event. I am incredibly proud of our market services team on achieving yet this important milestone. The new Closing Cross record is a testament to the investments we have made in our technology and a result of the trust the team has worked diligently to build with all investors, including through some of the most volatile market periods on record. Nasdaq’s Nordic equities markets also saw strong volumes as well. The value of our shares traded on Nasdaq’s Nordic and Baltic markets for the first half of 2022 was the second highest since 2008. Finally, our Corporate Platform segment delivered revenue of $168 million in the second quarter, a 13% increase from the prior year period, driven primarily by our expanded listed issuer bases across both our U.S. and Nordic listing franchises as well as growth in demand for our IR and ESG services. Revenues in our IR and ESG services business increased 9%, underscoring the strong demand for our consultative and technology-based solutions during the period. The number of corporate clients using Nasdaq’s IR and ESG services solutions increased 6% from the prior year period, while you have also been expanding relationships of existing clients. In addition, during the second quarter, we acquired Metrio, a provider of corporate sustainability data analytics and reporting services to corporates. Metrio’s SaaS-based platform is complementary to our existing suite of IR – I am sorry, of ESG reporting solutions and will accelerate our ability to support corporate clients and their expanding sustainability management and reporting needs. Our growing expertise in all components of E S and G enable us to help our corporate clients confidently navigate the complexity of the modern capital markets, including managing their investor relationships more successfully. Turning to our Listing Services business. Revenue increased 15% to $107 million as the number of Nasdaq-listed corporate issuers, excluding SPACs, increased 9% compared to the prior year period. Nasdaq continued its competitive leadership in attracting the majority of new U.S. listings for the 34th consecutive quarter, with 38 IPOs raising a combined $2.8 billion for an 88% win rate. In Europe, our Nordic, Baltic and First North exchanges also welcomed 25 new listings. As I wrap up, I will summarize by saying that our second quarter results demonstrate how Nasdaq’s client-centric culture and diversified business model provides us the stability to perform well in different market environments. As we enter the second half of 2022, we continue to focus on broadening opportunities within three major areas that align with our strategic evolution. First, under the pillar of liquidity, we are a leader in the modernization of marketplaces through our world class technology. This includes the progress we are making as we migrate our own markets to a cloud-enabled state, including the planned migration of our MRX Options market in the fourth quarter of this year as well as our efforts to enable more of our market infrastructure technology clients to maximize cloud and other powerful technologies within their offerings. Second, under the pillar of transparency, we believe that we are incredibly well positioned to execute on our unique and substantial opportunity to be a leading ESG solutions provider. We are centered first on a foundation of serving the specific needs of corporate clients by providing advisory services along with SaaS-based data aggregation and reporting capabilities to facilitate their ability to communicate their ESG and climate strategies and progress to the investment community. And third, under the pillar of integrity, we play an important role in seeking to make the entire financial system more safe and fair for savers and investors through our powerful and diverse anti-financial crime offerings combined with our network of bank and brokerage clients. We remain relentlessly focused on advancing our strategy and we believe that Nasdaq is well-positioned to navigate the geopolitical and macroeconomic uncertainties that may persist as we move forward into the latter half of this year. And with that, I will now turn the call over to Ann to review our financial details.
Ann Dennison:
Thank you, Adena, and good morning, everyone. My commentary will primarily focus on our non-GAAP results and all comparisons will be to the prior year period unless otherwise noted. Reconciliations of U.S. GAAP to non-GAAP results can be found in our press release as well as in a file located in the Financials section of our Investor Relations website at ir.nasdaq.com. I will start by reviewing second quarter 2022 performance, beginning on Slide 10 of the presentation. The 6% increase in reported net revenue of $893 million is the net result of organic growth of 9%, including a 12% organic increase in the Solutions segment, and a 4% organic increase in Market Services partially offset by the net impact of acquisitions and divestitures and a 2% negative impact from changes in FX rates. Moving to operating profit and margins, non-GAAP operating income increased 6%, while the non-GAAP operating margin of 54% was unchanged compared to the prior period. Non-GAAP net income attributable to Nasdaq was $342 million or $2.07 per diluted share compared to $316 million or $1.90 per diluted share in the prior year period. Turning to Slide 11, as Adena mentioned earlier, ARR totaled $1.97 billion, an increase of 9% from the prior year period, while annualized SaaS revenues totaled $679 million, an increase of 12%. I will now review quarterly segment results on Slides 12 through 15. Starting with Market Technology, revenue increased $14 million or 12% with $10 million of the increase due to the impact of the deferred revenue write-down on Verafin in the prior year period. Organic growth for the Market Technology segment was 14% in the period and was driven by the anti-financial crime business, though market infrastructure technology saw a sequential improvement. ARR for Market Technology totaled $451 million, an increase of 5% compared to the prior year period. The Market Technology segment operating margin was 12% in the period. Investment Intelligence revenue increased $22 million or 8%, reflecting organic revenue growth of $25 million or 10%. Organic revenue growth during the period reflects primarily strong growth in our index and analytics businesses as well as positive contribution from market data. ARR totaled $586 million, an increase of 7% compared to the prior year period. Our index revenues were up 16% compared to the prior year, due principally to higher revenues derived from Nasdaq licensed derivative products, where we saw the benefit of both higher trading volumes in the products as well as hitting the revenue threshold that triggers a step up in licensing economics, which happened about a month earlier in the year than we did in 2021. Based on the strength in the futures side of index licensing during the period, the percentage of index revenues from AUM-based licensing was 5 percentage points lower than the approximate two-thirds level we typically speak about. The Investment Intelligence segment operating margin of 66% increased 1 percentage point from the prior year period. Corporate Platforms revenues increased $19 million or 13%, including 16% organic growth. The increase was primarily driven by higher U.S. listings revenues as well as higher adoption across the breadth of Investor Relations and ESG advisory and reporting offerings. Our listed corporate issuer base increased 11% or 9%, excluding SPAC. Corporate Platforms ARR was $586 million and increased 15% compared to the prior year period. The Corporate Platforms segment operating margin of 46% increased 4 percentage points compared to the prior year period, driven by a combination of recent growth in the listed issuer base and lower marketing expense due to the subdued IPO environment. Market Services net revenues increased $2 million or 1%. The organic revenue increase was $11 million or 4% and there was $9 million negative impact from changes in FX rates. The organic increase reflects growth in trade management services, equity derivatives and cash equity revenues. The segment operating margin of 65% was unchanged from the prior year period. Turning to Page 16 to review both expenses and guidance, non-GAAP operating expenses increased $21 million to $413 million. The increase reflects a $42 million organic increase 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 expense increase is primarily driven by higher compensation and benefits expense, reflecting two factors. First is our continued investment in new employees to drive growth, including a 9% increase in the team over the past 12 months. Second is annual merit increases, which is reflected in the quarterly expense run-rate starting in the second quarter. The merit increase was higher than prior years due to inflationary pressures on compensation and we have built the higher increase into our guidance at the beginning of the year. We continue to make significant investments in this tightened labor market to attract and retain the top talent in our industry. We are narrowing our 2022 non-GAAP operating expense guidance to $1.71 billion to $1.74 billion, tightening both the top and bottom of the prior range to account for expectations of continued investments, current FX rates and the continued strong performance thus far in 2022. Turning to Slide 17, debt decreased by $182 million versus 1Q ‘22, primarily due to our repayment of the $499 million – repayment of $499 million of the 4.25% senior unsecured notes due June 2024, partially offset by a net issuance of $421 million of commercial paper and a $105 million decrease in Eurobond’s book values caused by a weaker euro. Our total debt to trailing 12 months non-GAAP EBITDA ratio ended the period at 2.9x, down from 3.1x in the first quarter of 2022. Let me take a moment now to update you on the dividend, stock repurchases and our Board approval to split our stock. During the second quarter of 2022, the company repurchased $166 million in shares and paid common stock dividends in the aggregate of $98 million. We have successfully completed the share repurchase program to offset dilution related to the divestiture of our U.S. fixed income business in June of 2021. As of June 30, 2022, there was $293 million remaining under the Board authorized share repurchase program. I am also pleased to announce that our Board approved and declared a 3-for-1 stock split in the form of a stock dividend. As we had previously disclosed, the approval of an amendment to our charter to increase the number of authorized shares of common stock to permit us to effect the stock dividend required the approval of both the SEC and our shareholders. We received both approvals last month and filed the charter amendment yesterday. The record date for the stock dividend will be August 12, with a distribution date of August 26, and we expect trading to begin on a split-adjusted basis on August 29. Turning to Page 18 of the presentation, I’d like to touch on some of the very material progress we’ve made executing on our sustainability strategy. First, in terms of external impact. As Adena mentioned, we announced and closed on the Metrio acquisition in June, expanding our corporate serving ESG solution set, which will complement the more framework-based approach of our existing OneReport solution. Second, in terms of corporate sustainability, we published our annual sustainability and TCFD reports in June. On advancing our climate strategy, we have had our 2021 GHG emissions verified by a third party and submitted our science-based targets to the Science-based Targets Initiative for official validation. Lastly, in July, we received a two-level upgrade of our MSCI ESG rating to AA, recognizing the overall strength of our sustainability profile including our leading governance standards in particular. We continue to see opportunities to advance our sustainability program across multiple aspects and look forward to updating you on our progress regularly. In closing, Nasdaq’s second quarter results reflect the continuation of the company’s ability to consistently perform well across a wide range of operating environments. We delivered record quarterly revenues, 12% organic revenue growth in the Solutions segment and a 54% non-GAAP operating margin, resulting in what we see as strong momentum thus far in 2022 that we can build upon moving forward. Thank you for your time, and I’ll turn it back over to the operator for Q&A.
Operator:
Thank you. [Operator Instructions] Our first question comes from Rich Repetto with Piper Sandler. Your line is open.
Rich Repetto:
Yes. Good morning, Adena and good morning, Ann. I guess first question is, Adena, on regulation. And I’m sure you had a chance to sort of digest Chair Gansler’s comments about equity market structure that he made just over a month ago. So I guess, by and large look at it as a modest positive for exchanges, but bringing more volume back to venues, at least that’s just intention anyway. But I’m just trying to see what you thought because he was critical of exchange rebates. And was there anything that particular – in particular stood out to you as noteworthy or that you might – that could be unintended consequences because if you put out, I think, five or six different areas you want to focus on.
Adena Friedman:
Yes, sure. Rich, it’s great to hear from you. And I would say that with regard to the market structure discussions and proposals that we’re seeing, first of all, we have a long way to go because we haven’t yet actually seen formal proposals. But as we’re listening to Chair Gensler and understanding where he’s focused, I think that we’re, first and foremost, pleased that he does really recognize the value of exchanges and competition in lit markets. He’s really focused on strengthening the National Best Bid offer so that investors have a really solid understanding of true supply and demand in the market at all times. And he’s really focused in on transparency in terms of transparency around best execution, disclosure of execution quality, and really focusing on how to bring more orders into the lit venues because, and that’s also focused on leveling the playing field from a competitive perspective between exchanges and dark pools. So overall, we see what he’s trying to achieve, we think is beneficial to investors. I think as we look at some of the incentive structures that he’s focused on, obviously, we see great value in the rebate structure that we have on exchanges because it really incentivizes participants to put their quotes into a lit venue and make those quotes available on the national – as part of the National Best Bid offer, so the incentive structure is really literally designed to support lit quotes and lit orders. But I think that generally speaking, we still have a long way to go to understand what all the proposals will be. And then, of course, that then starts a long process around the comments in the industry engagements to determine what a final proposal would look like. So it’s just the beginning, but we are encouraged by a lot of the areas that he’s focused on.
Rich Repetto:
Got it. And I don’t know whether this qualifies as a necessary follow-up or not. But I guess just looking at your expense guidance, you narrowed it a bit. but second half expenses would still be up 5% more than the first half. So any color and just your expense control this quarter was pretty stand out. Anything why the 5% increase in the back half or more color behind it?
Ann Dennison:
Sure, Rich. So just back to sort of how we think about expenses in the context of revenue growth, we align our medium-term outlook for our Solutions segment revenues is 6% to 9%. And then against that, we think about a 3% to 6% expense growth. Coming into the year, we did – we talked about and built into our guidance an additional 2% to reflect inflationary factors as well as the cost of return to office and travel, et cetera. And so that’s all built into the guidance. There is some variability in the way that things come in throughout the year. And so when you look at the second quarter, there is a couple of things, FX, taking that down and just variability and the timing of accruals. And so as we look forward to the back half of the year, we’d expect to come in depending on performance, either at the midpoint or towards the top end of our expense guidance range. And just like in past years, we’d expect an increase in 3Q and that to be even higher in 4Q, where we have some seasonality in expenses.
Adena Friedman:
Yes. And I think it’s also just really important to note that in the last eight consecutive quarters, we’ve had double-digit growth in our Solutions segment. So we thought have been exceeding the overall medium-term outlook that we’ve been providing in those segments, which then, of course, really makes us make sure that we have the right personnel and the right team to be able to support that growth, not only in terms of having all these new clients that we’re now servicing from the growth that we’ve experienced, but also continue to make investments in the businesses to continue to drive the growth that they are hoping to achieve. So all of that is reflected in the guidance and in addition to, obviously, the performance we’ve shown so far.
Rich Repetto:
Got it. That’s great color. Thank you.
Adena Friedman:
Sure.
Operator:
Our next question comes from Alex Kramm with UBS. Your line is open.
Alex Kramm:
Yes. Hi, good morning, everyone. Just going into the technology segment for a second, you ran through a lot of numbers there, and I think I may have missed some. But can you perhaps help us isolating the growth in the financial crime segment that, that was a little bit softer than I thought. But maybe help us how Verafin did in particular on a standalone basis and maybe what’s going on in the legacy financial crime businesses. So any color around what’s happening in those businesses and the numbers would be helpful? Thanks.
Adena Friedman:
Sure. Yes. Thanks, Alex. So we do provide the numbers now on that – the basis of that sub-segment, which is anti-fin crime. But if I give some color around on the two components, so there is two components to the anti-fin crime business today. One is the Verafin business, which is the Fraud and AML detection and investigation technology; and the other is our market surveillance and trade surveillance business. And both of them continue to have healthy growth and healthy engagement with clients. I think that as we look at that business, just like we do with Market Tech, we look at it over a 12-month period, not so much quarter by quarter. But it is also probably worth noting that in the second quarter of last year, Verafin had a truly outsized growth quarter. And so we’re trying – we’re looking at that in the context of the current quarter in the context of that very outsized quarter last Q2. I think in general, as you mentioned, we are seeing continued strong growth across Verafin. We expect Verafin to continue throughout the year to perform along the lines of where we – what we’ve been discussing with all of our investors since we bought Verafin. And we also are seeing really good engagement with the Tier 1 banks to try to deliver those services up market. I think the one thing about that is that the sales cycles with those Tier 1 banks are long. And we know that. I mean we obviously serve Tier 1s with our surveillance solutions. Just getting through the contracting process can take time. And that can create a little bit more variability quarter-over-quarter in terms of the growth rate there. But we see really strong performance around the SME banks, the smaller banks, the midsized banks, fin-techs and now really engaging more and more with the Tier 1 banks. With regard to the trade surveillance and market surveillance business, trade surveillance continues to have really great engagement in terms of renewing contracts, expanding contracts. We now have a crypto trading module that we’re – we have – we signed our first client around. And we also – we’re continuing to invest in that business. I think the market surveillance part of that business is a little bit of slower growth business, and it always has been, always will be at a smaller client set. And there, we had, I would say, more of a kind of a flat quarter – year-over-year quarter experience. So I think all of that adds up, Alex, to what you saw. And I think that we – but we continue to see great momentum in the business.
Alex Kramm:
Very good color. Thank you for that. And then just a quick one, on the Analytics business, not to be too nitpicky here, but the analytics business, I think the dollar revenues were flat literally over the last three quarters. I didn’t think there was a lot of FX in there, but maybe I’m wrong about this. So just anything that’s happening in this environment that I should be aware of or maybe it’s just FX?
Adena Friedman:
Yes, no. It’s – well, it’s a combination of things. So I’m going to try to answer some of it. I’m going to hand it to Ann to make sure I give you a complete answer. But I think the first thing is investment continues to have good growth. They continue to sign new clients and continue to grow and expand what they are doing. And that shows up incrementally every quarter sequentially. Obviously, there are going to be some quarters that are stronger than others just in terms of sales and expansions of our contracts. I think, though, that what you’ve got a couple of dynamics under the surface that one is just we have now some revenue associated with running programs around secondary transactions for private equity funds, and that showed up in the first quarter. And then I think there was something else in the fourth quarter. Was it FX or...
Ann Dennison:
It’s not FX. We have a couple of other small non-recurring items that tipped over the rounding. So there is a little bit of noise behind it. But the core of the analytics business, the asset owner solutions are growing as expected.
Alex Kramm:
Okay, we can flush it out later. Thank you very much.
Adena Friedman:
Yes, great. Thanks, Alex.
Operator:
Our next question comes from Brian Bedell with Deutsche Bank. Your line is open.
Brian Bedell:
Great. Thanks very much for taking my question. I’ll bundle two questions into one, they are related. Solutions segment organic growth. Adena, you get this question a lot. I know on the 6% to 9% growth. And obviously, you’ve been tracking a little ahead of that again this quarter as well. So just maybe in thinking – my guess is you’re not changing that 6% to 9%, but maybe just talk about your optimism of continuing to exceed that level given some of the organic growth initiatives that you’re talking about in market infrastructure and new opportunities for infrastructure for trading venues that are outside your norm? And then the Tier 1, 2 bank cross-sell, realizing, of course, that cycle is longer. But you’re starting in right now, obviously, with a stronger organic growth rate. So what – I guess, what would drive that Rate Solutions organic growth rate down into that 6% to 9% given a lot of the opportunities you have? And then the related follow-up is simply on index licensing. Just thinking about what that run rate might be into 3Q, given you’ve reached the threshold. I guess, when did you actually hit the threshold in the second quarter? Thanks.
Adena Friedman:
Sure. Okay. So I think we’re going to answer the second question first just because it’s a probably shorter answer. Go ahead, Ann.
Ann Dennison:
Sure, Brian. So on the index question, we hit the threshold in late April. And so you can think about the threshold affecting 2 out of the 3 months of the quarter.
Adena Friedman:
Yes. And so on a run rate basis going forward, I mean, obviously, it’s subject to the volumes in the futures markets. But I think that...
Ann Dennison:
Yes. All else held equal, they look third better than that particular part of the revenue. It will look a little better going into the fourth – third quarter.
Adena Friedman:
In terms of the bigger question that you asked regarding organic growth, I think that the first thing I would say is we really are pleased with the performance of the business, and we do have – we provide mission-critical software and analytics solutions to corporates, to other exchanges, to banks and brokers and to investment management firms. So we do feel that our solutions really do add value, particularly with these periods of volatility. It’s really important for corporates to really understand how their investors are changing and how to engage with investors. And obviously, ESG is a growth – long-term growth trend for that. With our investment analytics, asset allocation decisions are super important, being able to manage our portfolio successfully as an asset owner is really important. And so those services are really sticky. Anti-fin crime, obviously, huge long-term trend in providing more advanced technology there. And then for market operators, you’ve got mission-critical technology that drives our business. So we feel very good about the stickiness of our products as we’re delivering them to clients. We have been investing across the franchise in terms of really delivering and improved and more modern technology solutions as we go. And I think all of that is accruing to our benefit in terms of the growth rate. But we also – there are a couple of things to think about in terms of their solutions segments. I think that, as we think about going forward, we have really strong growth in our listings business because we still have 9% more listed companies today than we had 1 year ago. Based on the IPO environment we’re seeing today, that could be something that slows into 2023, that growth rate in our listings business. But the flip side of that is we now have 9% more companies. And as they roll off their IPO packages, we’d like to make sure that we secure them as paying customers for our IR and ESG services. So that kind of gives us the ability to continue to grow there. And beyond that, I think you’re right on the Market Infrastructure Technology side, Brian, that I do feel like we’re really engaging really well with clients today. They are focused on the future of their markets. They are focused on how they bring some of this latest technology into their marketplaces. And the conversations are going from kind of theoretical to more concrete. And then on the back of that, we also, with everyone getting back together, we’re able to identify new market or new markets that want to form, and we’ve signed some really interesting and innovative markets in the quarter. So we do feel like that has a lot of momentum as we’re going into the second half of this year and into 2023.
Brian Bedell:
Okay. So it sounds like some headwinds potentially. But really, you remain optimistic on this really strong growth – organic growth in Solutions segment.
Adena Friedman:
I mean, we – I would say, I’m an external optimist, but I do remain optimistic that we’re really – we are delivering really great value to the clients. And so we’d like to continue that. I think we just know that there are always different dynamics we have to consider. And so therefore, we’re maintaining our overall medium-term outlook to the 6% to 9%. But obviously, we have been performing better than that.
Brian Bedell:
Yes, fair enough. Thank you so much.
Adena Friedman:
Thanks.
Operator:
Thank you. [Operator Instructions] Our next question will come from Alexander Blostein with Goldman Sachs. Your line is open.
Alexander Blostein:
Hi, good morning, everybody. Hello.
Adena Friedman:
Hey, Alex.
Ann Dennison:
Hi, Alex.
Alexander Blostein:
Hi, good morning. Thanks for taking my question. So another one for you around the market structure regulation. Just to follow-up on Richard’s question, I guess, around Chair Gensler’s proposal. With respect to the, I guess, prior administration’s proposal around market data, which was albeit it feels like a bit more narrow relative to what the current SEC Commission is trying to achieve, how are you expecting this to go forward from here given that it still feels like kind of in the background, but it’s not clear where that fits in with the existing proposals?
Adena Friedman:
Well, sure. Well, I think the first thing we should note is we were pleased with the court decision in understanding the critical value of the exchanges in terms of overseeing the SIP plans and overseeing the consolidated tape. So, we are pleased with that. And I think infrastructure [ph] over consolidated data, which is a core part of the last – as you said, the last SEC rule proposal really means that the governance of that remains with the changes. But we also recognize we want to meet the needs of our clients. So, I think Alex, that there are lots of – there are a lot of components to that rule that was approved by the SEC. And I think that is slowly going to start to move forward now that the governance is kind of settled. But it will take some time because there were like multiple elements of that in terms of odd lots as well as the SIP data as well as multiple consolidators, and then they are like it’s a phase-in over multiple years. So, I don’t think we necessarily really fully understand the impact of that, but we also are engaging very much with the plans to figure out how we want to look at pricing. We have a pricing proposal with the SEC right now for them to consider. And we are also considering our role as a consolidator and the multiple consolidator model because that could be an opportunity for us. And so I think that it’s going to be a slow-moving train, it is going to start to move forward now, though, so that we – I think because the governance structure is set, and we will just have to see how that goes over the next several years.
Alexander Blostein:
Got it. Great. Thanks very much.
Adena Friedman:
Sure.
Operator:
We have a question from Daniel Fannon with Jefferies. Your line is open.
Daniel Fannon:
Thanks. Good morning. I wanted to follow-up on market tech. And the margin there has moved around a lot. I wanted to see as you – or ask about whether you think you have seen the lows there and we can kind of consistently see margins kind of move higher. And then within that context, thinking about the normal seasonality of the legacy market tech business in terms of the fourth quarter with change orders and other things based on some of the dialogue you have been talking about with clients, should we assume some normalization of that in 2022?
Adena Friedman:
Sure. I think I would say that, Daniel that we are starting to operate in a normal mode now in market tech, right. So, we are engaging with clients in person. We are co-locating client with clients in some cases. We are in a good place in terms of our delivery capabilities and we are servicing our clients well. And so I think that’s all great. I think that in terms of the scalability of the business, we are signing – most of our new clients are signing SaaS-based contracts, which I think is very helpful in terms of – both in terms of the products they are buying, which are more standardized as opposed to specialized, but also in terms of how we can support them in a more scalable way over the long-term. But we still do have a lot of clients that are on-prem clients with very specialized solutions and we are still delivering those. So, it’s a real mix at the moment. It’s a true hybrid. And I think as a result of that, you do see some more variability in margins. You see more availability quarter-over-quarter in revenues, but we are kind of getting back to a normalized mode in terms of change request in terms of deliveries, in terms of new sales, and we are really encouraged by the SaaS orientation of the new sales. The one thing I would say about change request though is, as we move forward and signing more clients in a SaaS format, we are going to have lower change request revenues going forward, because it’s less specialized, more standardized, but more stable and very sticky. And so I don’t think we are going to see an immediate change there, but I just would say for the longer term, we would expect that to kind of moderate a bit in favor of more sticky and stable revenue coming from SaaS.
Daniel Fannon:
Thank you.
Adena Friedman:
Sure.
Operator:
Our next question comes from Craig Siegenthaler with Bank of America. Your line is open.
Craig Siegenthaler:
Good morning Adena.
Adena Friedman:
Good morning.
Craig Siegenthaler:
So, my question is on cash equities. A major competitor increased the pricing of trades in the opening, closing auctions this past quarter. And Nasdaq has high market share for these trades. Wondering if Nasdaq also has the ability to raise pricing?
Adena Friedman:
Well, I think that we have been – we have had very stable pricing in our auctions for a long time. I think there were some changes that our competitors did a couple of years ago in that space. We have been very, very stable there and I think that we continue to think we provide a very, very high value in the opening and closing auctions. We think we are paid for that value. And I think our clients appreciate the execution quality they get. So, we see that more as a steady as we go because of the fact that we provide a great service, and we do feel like that we are rewarded for that. Obviously, we are really excited about what happened with the Russell, because that was a – that’s a big event, and then you have the quarterly – the quad witches, you have other rebalances. Those are big events for us. We invest a lot in our infrastructure to support those events. Those are really – those are surge moments and we feel great about our ability to execute in those moments. But that’s – we invest a lot to make that happen. And I think therefore, we are paid appropriately for that. But that’s kind of how we are looking at it right now.
Craig Siegenthaler:
Thank you.
Operator:
Our next question comes from Kyle Voigt with KBW. Your line is open.
Kyle Voigt:
Hey. Good morning. Thanks for taking my question. Just wondering if you could speak a bit about M&A. you have de-levered quite a bit to 2.7x net debt to EBITDA. Can you remind us where you feel comfortable taking leverage to on a net basis given the current business mix and assuming you find an attractive acquisition opportunity? And then just regarding the M&A environment. Over the past few years, you have been looking at very attractive assets in terms of secular growth rates or medium-term growth rates and improving the growth profile of Nasdaq as a whole. I guess in the public markets we have seen valuations come in quite a bit for some of the higher growth assets. Have you started to see that in the private markets and has based in the bid-ask spread kind of narrowed as we are looking at the environment today versus maybe where we were at a year ago?
Adena Friedman:
Sure. I mean Ann, do you want to answer the first part of the question in terms of…
Ann Dennison:
Yes. I will answer the question around sort of where we would take the leverage ratios. There is a lot of dependencies there, Kyle, in terms of what is the M&A opportunity, how quickly we could de-lever. I think maybe the best point of reference is what we did at the Verafin deal, where we took the leverage up to 3.9 and on a gross basis. And then we are back down to 2.9 now. And so you could think about it that way. We don’t have a – like there is no hard and set rule. It’s very circumstance based. And obviously, we would be working with the rating agencies on our – on whatever our deleveraging plan would be in association with that, so.
Adena Friedman:
Yes. And I mean I think the one thing we do say is that we do like our investment grade rating. And so we would work with the rating agencies to understand, looking at deals and making sure that we factor in our investment grade rating as we are looking at and financing deals. So, that’s how we generally look at it. In terms of the M&A environment, it is definitely a changing environment right now. I also think it takes time for companies to recognize what – in a changing market cap environment, it takes time for companies to think – to understand what their true value is over time. Like is the market going to recover and they feel that they are going to be able to grow their way into their market cap very quickly or their old market cap very quickly, or are they understanding that this might be just a different longer term environment. And I think that definitely factors into receptivity to M&A, both in the private markets and the public markets. We are definitely seeing in the private markets, generally speaking, reductions in valuations, but that’s kind of in line with the public markets or maybe not quite so much, not quite as dramatic. And – but again, that’s one thing to have that as a point in time reference for a CEO. It’s another thing to think that that’s the value that they should sell their company at. So, I still think it’s a very dynamic environment. But I think, Kyle, we are always evaluating opportunistic ways for us to continue to drive our strategy forward. But we are really focused on organic growth. I mean that is the vast majority of our focus inside of Nasdaq, is how we want to continue to sustain our organic growth with us also looking at M&A, like small deals like Metrio and other things that we might do is small to medium bolt-ons as we continue to grow out our business.
Kyle Voigt:
Very helpful. Thank you.
Adena Friedman:
Sure.
Operator:
Thank you. And our next question comes from Michael Cyprys with Morgan Stanley. Your line is open.
Michael Cyprys:
Hi. Good morning. Just a question on ESG. I was hoping you might be able to remind us how much that contributes in revenue today given some of the acquisitions that you have done. And when you look at the offerings that you have on the ESG side, which product services or on ESG, do you think would be the most meaningful to growth in ESG revenues at Nasdaq? And as you think about the offerings that you have on that side, how does that stack up relative to where you would like to be in the marketplace with respect to ESG? Thank you.
Adena Friedman:
Sure. So, I think that if we – we don’t disclose our ESG revenues separately from the rest of our corporate services revenues. But I would say that it is definitely the highest growth part of the business and it is helping drive to the higher growth rates we are seeing in IR and ESG right now. As we have given out some thoughts at the last Investor Day as to what we hope to achieve in terms of revenues between now and 2024 or ‘25. And we definitely feel that we are at least on track with that. And so – and we continue to invest there. And so as we get into our Investor Day this year, we will hopefully be able to give you a little bit more content and color around that so that we can continue to help you understand how much of a business that’s becoming for us, and we are quite excited about it. But I would point out that there are kind of – there are several components to it. But within the corporate space, right now, the advisory business is actually the highest demand part of the business. But more and more, it’s moving into reporting. So, at first, the companies were saying, 5 years ago, they were saying, what is the SMG and how do I communicate with investors around it. We help them think about their programs, mature their programs. We now have kind of annual contracts with clients to help them manage those programs in terms of communicating appropriately with investors. Increasingly, though, we are seeing more and more companies on-boarding onto OneReport and now Metrio for collecting data and reporting that data out to the rating agencies. And that’s going to be the long-term growth driver for us. Definitely, as companies are maturing their programs, it’s going to be the tools that we provide to them that really help them mature those programs and sustain them. And then the other part of the business that we don’t talk about a lot because it is very, very small, like really small. But within our European markets business, we do have a carbon removal marketplace called Puro. It’s very early days. But that even though it’s – I would say just say it’s like $2 million in revenue today, it’s really small. It is growing very quickly in terms of getting more suppliers into the platform and getting corporates more and more opportunities to offset their carbon output with true high-quality carbon removal. And we see that as kind of a 10-year – 5-year, 10-year plan to really build out a really successful marketplace there. And so that will also be a long-term growth driver for us. But today, these are relatively small, but exciting and growing areas, and we will give – we will be able to give you more content at Investor Day.
Michael Cyprys:
Alright. Thank you.
Adena Friedman:
Sure.
Operator:
Our next question comes from Gautam Sawant with Credit Suisse. Your line is open.
Gautam Sawant:
Hey. Good morning. Thank you for taking the question. Can you provide your outlook on growth of recurring and SaaS revenues could be affected by our recession within 2023, specifically how the potential for industry consolidation could affect investment intelligence?
Adena Friedman:
Sure. I mean I think that we obviously don’t provide specific guidance in any of our businesses. But I would say in our SaaS businesses, the general – what we have seen so far is that we have not seen any material changes in buying behaviors across our SaaS-oriented businesses, and that includes investment analytics, our IR and ESG services, our anti-financial crime solutions and some of the newer sales in our market tech business. And so I think that we really don’t see any sort of significant changes in behaviors there. But as we go into a recessionary environment and that’s hard to predict right now, but if we were to go into that and have that a sustained economic environment that we are navigating through in 2023, I think that we would still look at the following. It is our products are very sticky because of the fact they provide such important services to clients to navigate the capital markets in every environment. In some cases, they are technology that are the capital markets. And so we do think they are very sticky. I think in terms of buying decisions in a protracted recessionary environment, some of those buying decisions will take longer. We could have companies, as you talked about, that could have some M&A and have some on the edges, some changes in their corporate status, and that will obviously have some effect on retention. But again, we are talking very high retention products, very, very important products, very sticky products. In terms of M&A, though, in the financial industry, generally, if we look back over prior recessionary periods, you don’t actually see a lot of M&A among banks and among asset managers as a general matter. On the edges, yes, but we are talking – we have 3,000 banks and we have 3,000 asset managers that use our services. So, it’s just not going to be a material part of the calculus in terms of our services just based on the breadth and depth of the companies we support. And also, by the way, I think it’s 10,000 corporate clients that use our IR and ESG services. So, we – just by the scale of who we are, the M&A is not going to be a huge factor. But we will certainly provide you updates if we are seeing changes there.
Gautam Sawant:
Got it. And just as a follow-up question on compensation, like has the demand or worker talent in the technology space change? And do you think that can help decelerate some of the expense there a bit?
Adena Friedman:
Yes. I think that it’s interesting. Certainly, we have been doing the right things to make sure that we attract and retain great talent. And I feel very good about how we’ve been managing our compensation in this competitive environment. We have, I would say, in the last six weeks to eight weeks, started to see more people really wanting to come to Nasdaq, frankly. We are a really strong company and we have a strong financial profile. And I think that some people who left the company are coming back, employees that are in some of the more hard hit parts of the technology industry are understanding the benefits of working in a place like Nasdaq. And so I don’t know yet, Gautam, how much that might impact comp, but I would say that we feel good about our ability to attract great talent here.
Gautam Sawant:
Thank you for taking my questions.
Adena Friedman:
Sure.
Operator:
Our next question comes from Owen Lau with Oppenheimer. Your line is open.
Owen Lau:
Good morning and thank you for taking my question. Could you please give us more color on your migration into the cloud. And I think Adena, you mentioned the first migration will be completed in the fourth quarter this year. Could you please talk about what have you learned so far in this process? And how does that impact your process to migrate other systems in the future? Thank you.
Adena Friedman:
Sure. Hey Owen. Yes. So, we are actually quite excited about the progress we are making with AWS. So, just to remind everyone, AWS is committed to create private local zone within the Carteret data center, which is our primary data center in New Jersey, to support our markets in a cloud environment. But recognize, okay, so if we just take one step back, over the last 10 years, we have really been focused on moving all of what we call our surrounding systems into a public cloud environment. So, our market operation systems and some of the client-facing systems that we have to support trading. But the trading systems themselves, the matching engine itself, has always been on-premise deployment. So, AWS is coming into our data center. We are moving our first options market into the AWS Outpost infrastructure. Our plan is to do that in the fourth quarter. We are on track with that. What we have been learning is really helping us making sure we are optimizing for power in the context of bringing the AWS infrastructure into the data center, while we build out the data center. So, over the next 2 years, we are going to be expanding the data center in connection with Equinix, that’s our partner who really is working on that, and that will also extend our power. As we work with AWS in the first iterations of putting out post in and getting them up and running, we are just making sure we are managing to the power of that infrastructure in connection with, obviously, the power needs of all of our clients. And so that’s the one thing that we are finding it’s really interesting to learn through. But at the same time, we are very comfortable that we are moving now. We have moved MRX onto Fusion. We have tested that in an on-prem environment with our clients as a baseline and we now get to the – therefore, start testing with our clients in the fall in the new environment and to make sure that we are delivering the same performance. So, we are well underway and we are learning a lot and it’s been a great partnership, and we feel very good about it.
Owen Lau:
Got it. Thank you very much.
Adena Friedman:
Sure.
Operator:
Thank you. And that’s all the time we have for questions. I would like to turn the call back over to Adena Friedman for closing remarks.
Adena Friedman:
Well, thank you very much, and it’s really, thank you so much for spending time with us. We continue to be excited and proud of the results we have delivered, and we will continue to update you on our progress as we heard, and we will continue to update you. Thank you very much.
Operator:
This concludes today’s conference call. Thank you for participating. You may now disconnect.
Operator:
Good day, and thank you for standing by. Welcome to the Nasdaq First Quarter 2022 Results Conference Call. After the presentation, there will be a question-and-answer session. [Operator Instructions]. I'd now like to hand the conference over to Ed Ditmire, Senior Vice President of Investor Relations. Please go ahead.
Edward Ditmire:
Good morning, everyone, and thank you for joining us today to discuss Nasdaq's first quarter 2022 financial results. On the line are Adena Friedman, our CEO; Ann Dennison, our CFO; John Zecca, our Chief Legal Risk and Regulatory Officer; and other members of the management team. After prepared remarks, we'll open up the line to Q&A. . The press release and presentation are on our website, and we intend to use the website as a means of disclosing material, nonpublic information and complying with disclosure obligations under SEC regulation update. I'd like to remind you that certain statements in this presentation and during Q&A may relate to future events and expectations and as such, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections, and information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press release and periodic reports filed with the SEC. I'll now turn the call over to Adena.
Adena Friedman:
Thank you, Ed, and good morning, everyone, and thank you for joining us. I'd like to begin my remarks today by addressing the current market landscape. As I've noted in past calls, the Nasdaq team has become familiar with how unpredictable today's operating environment can be. The first quarter of 2022 was certainly no different, given the dynamic geopolitical and economic factors we experienced during the period. As I've noted in prior public comments, the war in Ukraine is a terrible tragedy, and we stand with the greater business community urgently calling for peace. Nasdaq has a proud and long-standing position in Europe, which includes 7 markets we operate across the Nordic and Baltic countries, specifically Denmark, Estonia, Finland, Iceland, Latvia, Lithuania and Sweden. We've been extremely diligent in monitoring the threat environment in Europe and across our global operations to protect our employees and to ensure the resiliency of our markets and client solutions. Our revenue exposure to Russian clients was de minimis, and we remain committed to ensuring full compliance with all relevant sanctions. In addition, our global workforce is highly engaged in humanitarian and philanthropic efforts to support the needs of those impacted by the senseless war. It fills me with immense pride to see the outpouring of support across our employee base. Regarding the backdrop we are operating against, our corporate clients and our investor clients are navigating through a very dynamic environment, where strong economic growth has been accompanied with significant inflation, continued supply chain and labor shortage challenges and increasing geopolitical impacts. This environment creates volatility in markets, which tends to be a volume driver, and we have continued to experience strong volumes across our U.S. and European markets. It also creates an uncertain landscape for investors to navigate, resulting in a slowdown in capital raising activities, including IPOs. And depending on the way the markets are moving, it creates interesting dynamics for our index business. This quarter, the drop in market cap was offset partially by inflows into our index products and strong index futures volumes. Looking beyond the direct market impacts, because we offer solutions that help our clients navigate through these uncertain times, it's actually increased our client engagement in 3 key areas where we have secular growth. Our bank clients are managing increasingly complex geopolitical risks, which results in strong demand for advanced anti-financial crime solutions, which we offer with Verafin. Asset owners, including pensions, sovereign wealth funds and endowments, are making quick asset allocation changes and must manage their portfolios very carefully, which increases their reliance on our eVestment and Solovis offerings. On the corporate side, our clients are navigating through a dynamic ESG environment, which drives demand for our ESG advisory and reporting solutions. Overall, our diversified business model gives us the means to be able to manage successfully in this environment recognizing, of course, that there are a lot of different forces at play. And in that context, let me briefly address the inflation-related pressures, which are certainly factors we are navigating as is the broader corporate community. On the revenue side, we are fortunate to benefit from a highly diversified revenue mix based on providing mission-critical solutions that support our clients and the broader financial system around the world. We take a long-term approach to value creation for our shareholders in the context of serving our clients, and we will continue to manage that balance thoughtfully. In addition, we are actively managing the evolution of inflationary pressures across our expense base. Our current expense guidance reflects the near-term actions we have taken to address the challenges of recruiting and retaining a highly skilled team in today's economy, and we'll continue to monitor the situation over time. Our team's focus on secular opportunities to drive organic growth as well as our business model's reliance on recurring revenue components has enabled Nasdaq to continue our track record of growth as we execute against our longer-term objectives. The record net revenue we achieved in the quarter against this very dynamic backdrop illustrates the strength of Nasdaq's business model. Next, I'd like to take a brief moment to thank 2 of our senior leaders for their years of impactful contributions to Nasdaq following the announcements that they will be moving on to new chapters in their lives. First, I want to congratulate Lars Ottersgard for his 16 years of leading our Market Technology business. During his tenure, he led a dramatic expansion in the capabilities and client network for the business and helped advance our ongoing transition to a more scalable SaaS-focused orientation. I also want to thank Lauren Dillard, who in her 3 years at Nasdaq delivered tremendous impact in strategically repositioning the Investment Intelligence business that now features a majority of revenue contribution from higher growth index and analytics products. We're incredibly excited about the strong successors we announced during the quarter for the market technology and Investment and Intelligence segments. Specifically, Jamie King, who joined us from Verafin, will lead the anti-financial crime technology business. Roland Chai, who joined in Nasdaq in 2020, will lead the market infrastructure technology business. Those 2 businesses will continue to roll out to form the Market Technology segment. Oliver Albers, a long-standing Nasdaq executive will lead our Investment Intelligence segment. All 3 are respected leaders in their fields with deep industry expertise and a proven track record of success. Let's now turn to our results. I'm very pleased to report Nasdaq's strong financial performance for the first quarter of 2022. We achieved a record $892 million in net revenues, a 5% increase compared to what was itself a very strong prior year period when the company previously set a quarterly record on trading revenues. Our total annualized recurring revenue, or ARR, increased 9% to $1.91 billion. Annualized SaaS revenues totaled $655 million in the first quarter of 2022, representing 34% of our total company ARR, reflecting particularly strong growth in our anti-financial crime and investment analytics businesses. Our recurring revenues and their consistent growth provide a powerful starting point for our overall performance, but we also delivered strong results across both index licensing and trading revenues. This solid start to the year positions us well to address the geopolitical and economic uncertainties that may persist as we move forward in 2022. Turning next to specific highlights from our business segments. Our Solutions segment businesses delivered combined total revenue of $576 million in the first quarter, a 15% increase from the prior year period, driven from several of our businesses, including our anti-financial crime offerings, our index and investment analytics offerings; the expansion of our listed issuer base as well as strong demand for our IR and ESG services. Excluding FX and the partial quarter impact of the Verafin acquisition, we achieved organic growth of 13% across our solutions segments. In our Investment Intelligence segment, we delivered $284 million in total net revenue in the first quarter, an 11% increase from the prior year period, with contributions across the business during the quarter. Revenue in our market data business grew by 2% versus the prior year period. Our strategy for geographic expansion, particularly in the APAC region, remains strong. In our Index business, we saw revenue growth of $20 million or 20% versus the prior year period, driven principally by growth in ETP assets, which saw positive net flows of $75 billion over the last 12 months, including meaningful inflows during the especially volatile first quarter itself. We launched 55 ETFs tracking Nasdaq indexes over the last 12 months, which in turn accumulated $2.5 billion in assets through the end of the quarter. Notable launches outside the U.S. include the Mara Philex Semiconductor Index ETP and the Samsung Nasdaq 100 ETP. In addition, we created and launched the first index representing the pricing of carbon removal credits during the first quarter based on our activity on our Puro Earth carbon removal marketplace. Moving from the asset-based index revenues to transactional, the volumes of Nasdaq licensed index futures were particularly strong with a record of over 147 million future contracts tied to the Nasdaq 100 traded in the quarter. And in our Investment Analytics business, revenues grew 13% from the prior year period driven by the sequential impact of strong sales across asset owners, asset managers and private markets throughout 2021. We are excited about the appointment of Oliver Albers to the Executive Vice President of Investment Intelligence. As a 20-plus year veteran of Nasdaq, Oliver is an experienced, results-oriented leader, who is instrumental in supporting Lauren in strategically repositioning Nasdaq's Investment Intelligence segment into the higher growth, more technology-enabled business you see today. Turning next to our Market Technology segment. We delivered $124 million in total net revenues in the first quarter, a 24% increase from the prior year period. This is primarily driven by the inclusion of revenues from Verafin in our results year-over-year and more broadly, continued organic growth in the broader anti-financial crime technology business. Our anti-financial crime technology business had a very strong first quarter, achieving 71% increase in revenues versus the prior year period, partially driven by the partial quarter inclusion of Verafin in the prior year period, the phasing out of revenue write-down associated with the acquisition as well as by strong organic growth with the majority of that coming from the fraud and anti-money laundering, which we call FRAML Solutions. The growth was driven by both new sales and expanded relationships within our existing client base. We have made meaningful progress in the last 12 months on our objective of helping Verafin expand its client franchise into larger Tier 1 and Tier 2 banks as well as to innovative fintech companies, all of which account for half of the industry spend. Since we closed on the acquisition, we have signed 10 new fintech clients and 2 new Tier 1 and Tier 2 banks with several ports of concepts currently underway at major Tier 1 banks. We also launched our first digital assets module for traditional banks and virtual asset service providers, or otherwise known as VAS, including crypto exchanges to detect and investigate fraud and money laundering within digital wallets and in transactions between traditional fiat and digital currencies. We are committed to supporting the financial ecosystem through its digital transformation by innovating quickly to deliver digital-ready versions of our advanced crime fighting solutions. And as a recent example, we responded quickly to the Russian invasion of Ukraine by expanding our sanctions product to include new sanctions agents for our bank clients. Verafin is meeting the high expectations we set at the time of the acquisition, while at the same time, the broader Nasdaq team is learning from Verafin in important ways. Their operational expertise as an all SaaS provider is invaluable to us as we build upon and improve our effectiveness in offering our expanded suite of other SaaS offerings. By bringing together all of Nasdaq's anti-financial crime solutions, including Verafin and our market and trade surveillance solutions under Jamie King, the CEO and Co-Founder of Verafin, we have an incredible opportunity to maximize those cross-product synergies. We're excited to have Jamie as the new Executive Vice President of Nasdaq's ASC business as he leads the future of Nasdaq's high-impact, high-growth solutions that focus on fighting crime and ensuring the integrity of the financial industry. Within our market infrastructure technology business, the first quarter results continue to reflect the revenue headwinds that we have communicated to investors over the past 2 years since COVID began. As we discussed on prior calls, these headwinds have stemmed from factors that include logistical challenges the pandemic presented to sales, installation and change request work that often occurred on site, as well as some specific client delivery challenges in the post-trade space. We are pleased that 2 of our post-trade clients successfully went live in the beginning of the second quarter with the first phase of their implementations, and we continue to make good progress in all of our major implementation projects. As I said last quarter, as we reengage in person with our clients, we're starting to see these revenue headwinds recede. With the healthy order intake trends in both 2021 and early 2022, we entered 2022 with an opportunity to improve the organic growth of our market infrastructure solutions as we progress through the year and into 2023. We have appointed Roland Chi as the new Executive Vice President and leader of our Market Infrastructure Technology business. Roland has been serving as our Chief Risk Officer. And just as importantly, he spent more than a decade leading key technology product areas at several of the world's leading exchange businesses and was, in fact, the customer himself of Nasdaq's marketplace technology. Roland has very specific mandates to strengthen, deepen and progress our client relationships and to continue to innovate across our product suite. I'm excited about this transition as it comes at a time when Nasdaq has never had more to offer to our technology clients, including our next-generation, cloud-native trade life cycle solutions, a newly built cloud-based trading risk management solution and as well as solutions to meet the needs of digital asset marketplaces. Moving to our foundational marketplace businesses. Our Market Services segment delivered net revenues of $315 million during the first quarter, its second highest quarter ever, second only to Q1 2021. Our market share in U.S. equity saw year-over-year and sequential quarterly improvement, which resulted from an industry uptick in on-exchange trading as well as early success increasing the demand for some of our unique functionalities. Equity derivatives set a new quarterly net revenue high, up 6%, maintaining our market share in U.S. options in a very busy period while realizing improved capture. Our U.S. options business saw average daily number of contracts traded of $12.8 million during the first quarter and led exchanges with a 32% market share. And in our Nordic and Baltic markets, equities markets saw robust volumes during the period, with the value of shares traded setting a decade high of EUR 289 billion. Finally, our Corporate Platform segment delivered record net revenue of $168 million in the first quarter, a 15% increase from the prior year period, driven primarily by our continued leadership in new listings across our U.S. and European markets as well as growth in demand for our IR and ESG services. We saw particularly strong growth in Nasdaq IR Insight and IR advisory offerings as well as across our Government Solutions suite, including our Board meeting management and advisory offerings and Nasdaq One Report, our ESG reporting workflow solution. Despite the slower start to the year for IPOs, Nasdaq continued its competitive leadership in attracting 70 total listings in the U.S. during the quarter, raising $9 billion for an 86% win rate. we listed 100% of all operating company IPOs during the quarter and 80% of stack listings. In Europe, our Nordic, Baltic and First North exchanges welcomed 19 new listings. As I wrap up, I will summarize by saying that our first quarter results demonstrate how Nasdaq's performance-driven culture and diversified business model enables the company to perform well in different data-driven environments. As a result, we will continue to make focused investments in our businesses to support sustainable growth and expansion of our impact to the financial industry, while also positioning us well as we work towards our medium-term goals. We remain relentlessly focused on advancing our strategy, and we believe that Nasdaq is well positioned to address the geopolitical and economic uncertainties that may persist as we move forward in 2022. With that, I'll now turn the call over to Ann to review the financial details.
Ann Dennison:
Thank you, Adena, and good morning, everyone. My commentary will primarily focus on our non-GAAP results and all comparisons will be to the prior year period unless otherwise noted. Reconciliations of U.S. GAAP to non-GAAP results can be found in our press release as well as in a file located in the Financials section of our Investor Relations website at ir.nasdaq.com. I will start by reviewing first quarter 2022 performance beginning on Slide 11 of the presentation. The 5% increase in reported net revenue of $892 million is the net result of organic growth of 6%, including a 13% organic increase in the Solutions segment, partially offset by a 4% organic decrease in Market Services compared to a record net revenue high in the first quarter of 2021, and the contribution from Verafin as well as impact from divestitures, partially offset by the negative impact from changes in FX rates. Moving to operating profit and margins. Non-GAAP operating income increased 1%, while the non-GAAP operating margin of 52% decreased 2 percentage points compared to the prior year period. Non-GAAP net income attributable to Nasdaq was $329 million or $1.97 per diluted share, compared to $327 million or $1.96 per diluted share in the prior year period. Turning to Slide 12. As Adena mentioned earlier, ARR totaled $1.19 billion, an increase of 9% from the prior year period, while annualized SaaS revenues totaled $655 million, an increase of 12%. I will now review quarterly segment results on Slides 13 through 16. Starting with Market Technology, revenue increased $24 million or 24%. The increase primarily reflects a positive $18 million impact from the acquisition of Verafin, which occurred near the middle of the first quarter of 2021, and $9 million in organic revenue growth, led by our anti-financial crime technology business. ARR for Market Technology totaled $435 million, an increase of 5% compared to the prior year period. The Market Technology segment operating margin was 3% in the period, well below our objectives. Focusing on the Market Infrastructure Technology business, results continue to reflect the headwinds from logistical challenges the pandemic presented as well as some specific client delivery challenges in the post-trade space. Investment Intelligence revenue increased $28 million or 11%, reflecting organic revenue growth of $30 million. Organic revenue growth during the period primarily reflects strong growth in our index and analytics businesses as well as a positive contribution from Market Data. ARR was $570 million, an increase of 5% compared to the prior year period. AUM ETPs licensed to Nasdaq indices increased 4% compared to the prior year period to $401 million. The Investment Intelligence segment operating margin of 65% is unchanged from the prior year period. Corporate Platforms revenues increased $22 million or 15%, including 17% organic growth. The increase was primarily driven by higher U.S. listings revenues due to the 17% expansion in our listed U.S. corporate issuer base as well as higher adoption across the breadth of Investor Relations, and newer ESG advisory and reporting offerings. Corporate Platforms ARR was $576 million and increased 18% compared to the prior year period. The Corporate Platform segment operating margin of 45% increased 5 percentage points compared to the prior year period and was primarily driven by growth in the listed issuer base. Market Services net revenues decreased $19 million or 6%. The organic revenue decrease was $13 million or 4%, and there was a $6 million negative impact from changes in FX rates. The organic decrease primarily reflects lower U.S. equities industry trading volumes compared to the record first quarter 2021 period as well as lower capture in U.S. equities. The segment operating margin of 63% decreased 5 percentage points compared to the very strong prior year period given the lower trading net revenues and the impact of higher professional fees. Turning to Page 17 to review both expenses and guidance. Non-GAAP operating expenses increased $35 million to $428 million. The increase reflects a $36 million or 9% organic increase and a $9 million increase from the net impact of acquisitions and divestitures, partially offset by a $10 million decrease from the impact of changes in FX rates. The organic expense increase is driven by higher compensation and benefits expense, reflecting our continued investment in new employees to drive growth. Inflationary pressures on compensation and performance-linked compensation, which continues to reflect the very strong growth across our solutions segment. We intend to continue investing thoughtfully to maximize the benefits of our expanded customer base and the increasing breadth of capabilities we have developed to expand each relationship. We are revising our 2022 non-GAAP operating expense guidance to a range of $1.7 billion to $1.76 billion, essentially lifting the bottom end of the existing range a bit to account for the very strong organic growth in the Solutions segment businesses to start the year. Turning to Slide 19. Debt increased by $68 million versus 4Q '21, primarily due to issuance -- the issuance of $550 million of new 3.95% senior unsecured notes due March 2052, partially offset by a net payment of $420 million of commercial paper and a $55 million decrease in eurobond book values caused by a weaker euro. Our total debt to trailing 12 months non-GAAP EBITDA ratio ended the period at 3.1x, unchanged from the fourth quarter of 2021. In April, we used proceeds from the notes offering completed in the first quarter to retire $500 million of bonds maturing in June of 2024. Now let me take a moment to update you on the dividend stock repurchases and our intention to split our stock. During the first quarter of '22, the company repurchased $467 million in shares, including $325 million related to the previously disclosed accelerated share repurchase program discussed on the 4Q call. Additionally, we are announcing today an 11% increase in the dividend to $0.60 per share. The company has also began the process of obtaining certain shareholder and SEC approvals to facilitate a 3-for-1 stock split in the form of a stock dividend. If such approvals are received, we expect the split to be completed in the third quarter of 2022. In closing, Nasdaq's first quarter results reflect a continuation of the company's ability to consistently perform well across a wide range of operating environments. We delivered record quarterly revenues, 13% organic revenue growth in the Solutions segment and a 52% non-GAAP operating margin, what we see as an incredibly strong start to 2022 that we can build upon moving forward. So thank you for your time, and I'll turn it back over to the operator for Q&A.
Operator:
[Operator Instructions]. Our first question comes from Rich Repetto with Piper Sandler.
Richard Repetto:
On market technology, you get some great growth in the anti-financial crime segment. So I guess the question is can you update us on how the new environment with sanctions, et cetera. Could that be a tailwind? And then staying within the segment, you had market infrastructure technology falloff. And I understand the headwind from the one single project. But even quarter-to-quarter, it fell off. So could you give us an update? I know you mentioned the pandemic-related impacts. But quarter-to-quarter, it seemed like it went $59 million to $52 million as well.
Adena Friedman:
Sure. Yes. Why don't I actually start with that and then we'll talk about anti-fincrime. So quarter-over-quarter, the fourth quarter is a seasonally high quarter for us, pretty much every year in market infrastructure technology just because we tend to have a lot of, what we call, change requests and other projects that we try to conclude during the quarter. Which then allows us to recognize the revenue in that quarter. And so that tends to be just a seasonally high quarter for us. So that's a general trend. But in general, but if I look at the market infrastructure technology business more generally, Rich, I think that as you mentioned, we still are facing the impacts of the pandemic just in terms of the level of client engagement we could have with our clients during 2020 and part of 2021. We did -- I think we are starting to show a recovery in order intakes in the level of engagement we have with our clients. We're back on the road. Roland has been traveling the world visiting our clients again, as has our sales and service teams. So I feel like we really are getting back to a more normal level of engagement. We're also making good progress on those post-trade implementations. As I mentioned in April, we've had 2 of our clients go live with first phases of that. So that helps also in terms of us getting past those projects, being able to deploy some of those people to other projects, but also just continuing the progress on those big implementations across the franchise. So we feel like we're getting ourselves back into a more normal cadence but it will take time for us to show that through the revenue line. And I think this quarter kind of reflects that. With regard to the anti-fincrime business, as you mentioned, the sanctions and other just general risks that the financial system has right now, I think, is definitely driving up an interest in making sure that companies have the most advanced solutions for anti-fin crime, that I think it is driving some of the interest that we have from the largest banks, and that's why we've launched a couple of proofs of concepts with some banks and we have others right in the very near-term pipeline for that so that they can start to understand how we can help them solve their problems with, I think, in a more advanced way. And then the sanctions, that capability, what our -- what the team does is amazing. They have a weekly release cycle. So when the sanctions hit, they were quickly able to update and upgrade the sanction module that we've had in the product for a while to really reflect the newest sanctions, and they're rolling that out to the clients right now. So hopefully, that helps give the color that you're looking for.
Richard Repetto:
Yes, it's very helpful. And Adena, just to follow up. I caught on CNBC, you talked a little bit about the listings pipeline. I didn't catch it all, but could you give us -- I know IPOs have slowed, but it seems like you do have a backlog here, I guess.
Adena Friedman:
Yes. We definitely have a backlog. I think that right now, there are -- if we look just in the SEC filings, we track the S-1 filings. And right now, there are 270 active S-1 filings that have -- that are on file to go to Nasdaq. I think that that's versus 222 filings at the same time last year. So the number of companies that are looking to go out into the public markets remains really strong. We have great engagement with some really interesting and large-cap IPO opportunities. But they need to feel that the environment is the right environment to go public and that investors are ready to take new risks on new issuers. And I think that's where, right now, they're just tracking that. I think that the markets are volatile, and it makes it harder for investors to predict the future, which makes it harder for them to take those risks. But we are hopeful that we might see a couple of bear listings come out later in this quarter, but we'll have to see how the markets -- kind of how the markets behave and whether or not it's an inviting environment for them.
Operator:
Our next question comes from Craig Siegenthaler with Bank of America
Craig Siegenthaler:
Hope you're all doing well.
Adena Friedman:
How are you, Craig?
Craig Siegenthaler:
I am good. So I had a follow-up to Rich's question on market infrastructure technology. When do you expect the logistical headwinds to fade? And then what type of acceleration revenues could you experience as more clients go live following more normalization in the working environment and understand that the sales cycles can be longer in this business and contract wins can be lumpy, too.
Adena Friedman:
Yes. So we're not providing you any sort of a specific outlook or guidance on how we see things proceed. But I would say that what we are feeling more optimistic around is the fact that we are getting through the really big push that we've had on some of these big post-trade implementations, which then, of course, allows us and gives us more confidence to sign new clients, to continue to -- in the post-trade area. And there is -- continues to be a lot of demand from exchanges who want to upgrade and modernize their poster infrastructure, and we now have modern solutions that can really help them. So I think that's good that we're getting past some of those key implementations. Now we -- those are Phase I. So we still have Phase 2 to implement with some of our clients. But I also would say that it does still allow us to really work on making sure that we build that pipeline for the next group of clients who are going to be moving into the new -- their new clearing and post-trade solutions. But I think that that's, as you said, it takes time, though, because these projects are multiyear projects. They take a long time to get in place. And once you get into implementation and you can start to -- you get a change in how we recognize the license revenue, we go into service and maintenance revenues, and that tends to have a different margin profile, I think that we can -- we feel good that we can start to show that progress in -- as we get later into '22 and into '23. But I just want to say these cycles are long and these projects are important, and we have to make sure that we continue to deliver on them. Hopefully, that helps you.
Craig Siegenthaler:
Very helpful. For my follow-up, it was nice to see the 40% year-on-year increase in futures and options contracts on the Nasdaq indexes. Can you quantify what this equates to for revenues within index? And also how we should think about this growth trajectory as more investors trade options based on Nasdaq indexes and maybe also a refresher in terms of how the accelerator math works.
Adena Friedman:
Yes. So I'll let Ann answer the first question, and then I'll go into the longer-term trends.
Ann Dennison:
Sure. So Craig, on your question about how much. So we don't give specificity at that level. But what I can say is if you look at the index business holistically, about 2/3 of that is asset based and the other 1/3 is the futures, plus some index data. And just on your question related to the accelerator. So I think we've talked about this coming out of the fourth quarter. In our contract, we have an accelerator that kicks in when we hit certain levels during the year. For the past 2 years, that's happened sort of midyear, end of June-ish. And so we did see a drop. And I think the number we shared coming out of fourth quarter was in reduction related to the accelerator coming off in the first quarter. And then assuming volumes stay at the same level as they were last year, we'd see that sort of pop up towards the middle of the year.
Adena Friedman:
Yes. And in terms of the options, the Nasdaq 100 Index options revenues, it's a great question, Craig, because that's an area that our market services business is really working to build. And we have a great relationship with the small start-up that we have an investment in called Volos that's really helping institutional investors understand how to leg into index options or Nasdaq 100 index options as part of their hedging and their investment strategies. And I think that that's helping build adoption as well. And so I think that we see that as a really nice growth area for us in the Market Services business. But we're still early in really building up that ecosystem, and we have a lot of opportunity in front of us there.
Operator:
Our next question comes from Owen Lau with Oppenheimer.
Owen Lau:
So the IR and IR and ESG revenue continues to grind a little bit higher. Could you please give us an update on your ESG initiatives, maybe including some investable products and ESG reporting?
Adena Friedman:
Sure. Yes. I think that it really does just reflect good demand. Well, there's 2 things actually
Owen Lau:
Got it. And then on crypto, could you please give us an update on your offerings? I think previously, you mentioned there were some crypto clients using your exchange and surveillance solutions. I'm just wondering if you can give us more update on that.
Adena Friedman:
Yes, sure. So you're right. So we have I think it's somewhere in the range of about a dozen crypto exchanges that leverage our technology for trading and then for surveillance. And then we also, as I mentioned, the anti-financial crime team has built a module that's specific to digital assets to help both traditional banks and Bats really help manage their anti-fincrime efforts. So we're excited that we're rolling that out in the second quarter. And then also we have our crypto index products that we've launched. And so we continue to find ways to engage, Owen, in the crypto space. And we're continuing to watch that space in general, like how it's evolving, how it's maturing, how much institutional interest is coming in to understand how we can continue to expand our offerings over time.
Operator:
Our next question comes from Alex Kramm with UBS.
Alexander Kramm:
I want to ask a question about trading for one. I guess you're joining a lot of other companies with the announced stock split today. But there's a lot of other Nasdaq-listed companies that are much bigger in terms of trading volumes that have also announced splitting. So I guess this is a no-brainer question. But obviously, I would assume that helps your Nasdaq-listed volumes on the equity side. So maybe you can just talk to that. But then more importantly, I would be interested in your view on what this means for options volumes. I guess lower share price probably means more contracts traded. But I think there's also this narrative that people have been using options to get into higher-priced stocks in a cheaper way. So just wondering if you've done any work on what stock split from that magnitude could mean on both equities and options.
Adena Friedman:
Yes. Thanks, Alex. Yes. So you are correct that with the stock splits that are happening, I think, first of all, we should probably just say there is true market structure benefits to having a stock price that allows investors, more investors to own your shares directly because that tends to bring more investors into your stock. It tends to bring more trading on to exchange as opposed to through these fractional share offerings that are all off exchange. And that the idea there is that it should drive a tighter spread, and we have a lot of evidence that our economic research department has done around that, which I think helps investors and it helps companies. So we see it as a net positive. But you're also correct that in the U.S., not in Europe, but in the U.S., we do get paid on shares traded. So if large listings do significant splits, it does increase the shares that are traded in those stocks. But there is a partial countervailing force with options. So you also are correct that we are seeing retail investors would lag in the option in really high-priced stocks and as a way to kind of demonstrate an interest in the stock without having to pay a lot of money for each share. So there is some offset there in the options market, but we would say that, generally speaking, it's a net positive to see the increase in the share price, the better market structure versus the slight downtick that you might see in some options volumes.
Alexander Kramm:
Okay. Helpful. Secondly, on Verafin and financial crime. I think you talked about those businesses being strong organically. Can you give us some specific numbers, either how Verafin did or how financial crime in total did organically year-over-year, still at 20%, 30% growth rates, I think that we've seen or where you're tracking?
Adena Friedman:
Yes. So thanks. Yes, I think we'll talk about the ASC level because that's what we report today, but I'm going to let Ann cover that one.
Ann Dennison:
Sure. So when we look at -- you look at AFC in total, that includes both Verafin and our trade and market surveillance businesses, the organic growth there was 31%. If you sort of adjust that for the deferred revenue write-down, the organic growth versus last year first quarter was 17%. So it's a very healthy combined numbers in that business.
Adena Friedman:
Yes. And I think one other just point of color to add on Verafin specifically is I think when we went into the acquisition, we indicated that we thought we could generate in the range of $140 million in 2021 for that business. And we exited the year a little above that, quite close to $150 million, which kind of brought us into and they continue to have really strong revenue growth, but it kind of brought us into this year at a nice position.
Operator:
Our next question comes from Dan Fannon with Jefferies.
Daniel Fannon:
One follow-up on trading. Capture rates moved around a fair amount this quarter, particularly within equities. I know that's hard to predict in terms of forecast. But thinking about the current mix of business today, any pricing changes that may or may not have happened. How should we think about some of the capture rates into your biggest asset classes for this year?
Adena Friedman:
Sure. Yes. So on equities in the U.S., I think there are 2 forces at play there. One is just a change in the mix of trading. So we had more retail trading last year first quarter, more institutional trading this year first quarter, and that drives just the different behaviors in the markets. I mean that, I think, has actually resulted in more intraday volumes, which then has just a lower capture rate to it. So that's one component, just the mix of trading. The second is, though, that we have been focused in on trying to drive volumes into the markets in certain ways. We do, as you know, it's like a monthly activity for us to look at pricing and how we use pricing to drive volumes. And so we did some programs at the beginning of the quarter that are, as I mentioned before, to increase participation in certain parts of our market functionalities. And I think that that's also showing up in terms of some incentives we put in to bring up our share, which has started to show some -- bear some fruit as well. In options, on the other hand, -- you saw -- I think we've mentioned in the fourth quarter, we have this payment we make to OCC. And I think you go at the end of the year, they have a fee holiday, which then drives down what our stated capture was in Q4. And then we saw -- we expect it to come up a little bit in Q1, which it did. And then we also had a little bit more institute, again, more institutional involvement in the options markets less retail and retail tends to come in at a lower price. So our options capture went up a little bit just by that change in mix.
Daniel Fannon:
Got it. That's helpful. And then just a question on expenses and the clarification around the change in the guidance, reflecting strong growth across the solutions business. And so I think you've talked about Verafin and some other businesses doing well. But you obviously budget for growth. So I wanted to get specifically which program, which segments are really tracking that far above the budget that would -- that is driving the change in expenses, your guidance this early in the year?
Ann Dennison:
So Dan, I think it's fairly straightforward. You can think about it. We talk about our medium-term outlook for the Solutions segment in the aggregate as being at 6% to 9% growth. And so this quarter, collectively, we put up 13% organic growth, so well above that 6% to 9%. And so that's how we think about it.
Adena Friedman:
Yes, in terms of -- and so -- and I think also to mention is, as we mentioned before, we're not increasing the top end of the expense guidance range, but we are bringing up the bottom just to show the fact that we are continuing to invest -- and if you look at it, it's actually coming across a lot of different parts of our business. It's in the anti-fincrime space, it's in the corporate platform space and it's in the investment intelligence space. And so those areas are we're doing really well in engaging with clients, and we want to make sure that that's sustainable. So we're investing in growing our teams and making sure that they're doing the job that they need to do to service our clients -- our growing client base successfully.
Operator:
Our next question comes from Alex Blostein with Goldman Sachs.
Alexander Blostein:
A question for you around the multi-listed option space. We've seen Nasdaq's market share slip there for the last couple of quarters now, and we've obviously seen some headlines around exchanges, newer exchanges dipping their tail into that marketplace as well. Look, I think over time, Nasdaq has done a really nice job kind of focusing on revenue and that market share, which is great and kind of keeping the capture rates in place from a revenue perspective. But how are you thinking about, I guess, optimizing this business going forward in light of rising competition? And how important is it to stay in over sort of north of 30-ish percent market share here? So I guess to what extent will pricing competition start to impact that business over the next few quarters and years?
Adena Friedman:
Yes. I mean I would say we've been managing through a really dynamic auctions environment for a long time. So I think that there are less for like 13 options exchanges, 14 options exchanges. So having additional options exchanges come in is something that's just part of the ecosystem today. I think that in terms of how we manage that, as you said, we are really thoughtful about how -- what kind of flow that we think is really optimally attractive to us in terms of the types of markets we have. So we really look at it. We have 6 options exchanges. We can have different types of investors and participants in each of those exchanges. We think about pricing on each of those exchanges individually. And we can basically allow for the most complex options traders to come in through Philex and IC and the most basic retail traders to come in through GMX and MRx and others. So we try really hard, Alex, to make sure that we are balancing what we're trying to achieve with our platforms, what kind of investors we want to have in our platforms and how we serve them the right way. I think that the newer exchanges that are coming in are really competing really on those lower-end platforms that have the lowest capture, but they don't necessarily serve the more complex traders. I think the last thing I would say is part of the thing we also are focused on is our proprietary product franchise because we do think that we have some really interesting assets that we can bring into our options markets or having our options markets that really do have a different characteristic to them. So in addition to competing really actively, and we always will and we do that quite well, I think that we also are really trying to build up our proprietary product franchise as well.
Operator:
Our next question comes from Brian Bedell with Deutsche Bank.
Brian Bedell:
Maybe just focus back on anti-financial crime. Now sort of with more sort of a combination of the anti -- the legacy anti-financial crime businesses with Verafin under Jamie, and as you look at those cross-product synergies and also the organic growth that you've talked about with more crypto surveillance on digital wallets and obviously, growth in sanctions of agents monitoring, can you give us a sense for that whole unit? Obviously, Verafin was growing at 30%. But just for that entire unit combined with the synergies if -- what type of growth outlook would you see in the medium term given sort of the improvement in that since you did the Verafin acquisition. I know when you did it at that time, there was this -- it was a -- that segment was projected to grow at around a 17% rate at least industry-wide. Just getting a sense -- trying to get a sense of whether you think that rate could be moderately faster for Nasdaq over the next 2 to 3 years?
Adena Friedman:
Yes. I think that in general, you are -- you've touched a lot on where we see the opportunity, I think, that within the anti-fincrime space. The teams -- after the Verafin acquisition, the teams started to engage right away on how we could leverage all of the client relationships we have with our surveillance business to open doors for Verafin into the larger firms. And I think we're really being successful at doing that. . But now, with the teams more integrated, they've come together, they've had some really interesting strategy sections on how to really optimize the relationships with the clients, how to bring the product market together. Any sort of product integration will take time, right? So that's a multiyear plan. But in terms of continuing to really build that pipeline of opportunities for us to open doors for Verafin as well as to think about even how do we take to the surveillance product to smaller clients because Verafin has done such a great job there. These are all things that we are excited to work on. But generally speaking, what all of that means is that we have an overall medium-term outlook for the Market Technology business, which includes market infrastructure technology and anti-fincrime of 13% to 16% growth. And so everything we're doing in the anti-fincrime space really helps support that overall market tech number of the 13% to 16% growth. If we find that we are having more success or earlier success than we anticipate in some of the work we're doing in anti-fincrime, we'll look at whether or not we would make adjustments there. But right now, I think that that's -- the outlook is consistent with how we see that business developing.
Brian Bedell:
Okay. That's fair enough. And then just on timing and maybe you may or may not be able to answer this. But on the infrastructure market side, given all of the headwinds that you talked about and now lapping that contract, do you think you can grow revenue in that segment year-over-year by the third quarter through the fourth quarter? And then if I can just ask also just on the crypto index licenses that you talked about. Will that revenue be seen in the index licensing part of Investment Intelligence? And is that material yet? Or is that more of a longer-term growth development?
Adena Friedman:
Sure. Well, we don't talk about like intra-year outlook any particular business. But I would say that as we have been mentioning that we had that 1 contract roll-off that rolled off in July of last year, so you kind of take that and lap that through the end of June. I think that we are seeing strong engagement. We've had record order intake last year. We've had a good start to the year from an order intake perspective. And so we do feel like there are good signals that we will have the opportunity to grow that business. But obviously, we don't give intra year outlook or guidance on that. In terms of the crypto indexes, we actually launched that product, I believe, beginning of 2021, maybe or maybe it was 2020. And it actually, it was an index that's based outside the U.S., and it is generating nice revenue for us, but that's already incorporated into the revenue for the index sector all in. So hopefully, it's not hugely significant. I just want to say that. It's a nice grower, but not in the context of how big that business is today. It's not a huge -- it's not a significant mover.
Operator:
[Operator Instructions]. Our next question comes from Michael Cyprys with Morgan Stanley.
Michael Cyprys:
I wanted to ask about the AWS partnership. I know you've spoken about that on some of the prior calls. But I was just hoping you might be able to update us there on the migration of the Market Services business over to the cloud. And as you're deploying and moving forward with the AWS partnership, what are some of the key challenges that you're facing and deploying to the cloud? And maybe you could just give us a sense of some of the steps you're taking to overcome any of those sort of challenges and what you're doing to get comfortable there?
Adena Friedman:
Sure. Yes. Hey, Michael. So thanks for asking about that because we didn't mention that in the script. But it's moving along quite well. I think that we are heavily engaged with AWS. They're deploying their outpost solution into our data center. And on May 3, I think it is, that we're going to have our groundbreaking at Carteret because we're with Equinix and our partners there because we are breaking ground to expand that data center. That data center expansion will be done in 2024, which then allows us to offer more capabilities to our clients, expand the AWS presence and make it so that we can continue to really create that private local zone that is available to our ecosystem of market participants and investment clients beyond what we do today. But that's -- it's going to take a couple of years for that to come online. But in the meantime, we are -- AWS is deeply engaged with our engineering team, our infrastructure team and our development team to make sure that we are on track with our MRx migration. And as we mentioned, our goal is to have MRx, which is one of our options exchanges, migrate over to the Outpost implementation and on to our new Fusion platform before the end of this year. And so we're on track with that. There aren't any major challenges that I think that are impeding our progress at all. We're learning as we go for sure, but it's been a spectacular partnership so far.
Operator:
Our next question comes from Kyle Voigt with KBW.
Kyle Voigt:
Just wondering if you could tell us if you make any fee changes in the listings business or other notable changes across your other nontransaction businesses to start 2022 and if inflation continues to run at elevated levels, I'm just wondering if you consider adjusting price more than you have historically in the form of CPI adjustments or other pricing adjustments.
Adena Friedman:
Yes. So we -- every year, we -- or in the last few, we do this now on an annual basis, we provide a small change to our listing fees to reflect the continued investment we're making in that business. And so that -- and we did that as we have in prior years. So there was no difference there. I think that -- I think in general, though, we have done some work to understand the inflationary environment, the way that we engage with our clients on pricing. In some cases, we do have annual CPI adjustments to our products. In other cases, we don't have to have the same flexibility, but we look at the value we're providing to our clients over time or upon contract renewal. And so we are certainly being proactive in evaluating that. But as I mentioned in my remarks, we do take a long-term approach to our clients so that we can sustain them as clients, grow them as clients over the long term and that then, of course, accrues to the benefit of the shareholders over the long term.
Operator:
Our next question comes from Gautam Sawant with Credit Suisse.
Gautam Sawant:
During the quarter, an engagement in Brazil was announced to launch a carbon credit and sustainable assets exchange. What other opportunities are available internationally? And what types of exchanges are they looking to launch?
Adena Friedman:
Yes. So that was actually a technology agreement that we signed with the client in Brazil. So we actually have a carbon removal marketplace that we have a 70% ownership in called Curo Earth, which is based in Finland, but it is a global platform. The largest companies in the world rely upon us to find really high-quality carbon removal credits and suppliers of that. And I think we do an excellent job, and it's really been a really interesting area for us. It's very small. So we don't talk a lot about it yet. But it is certainly a growth engine for us in Europe to help companies around the world manage their carbon output through high-quality industrial carbon removals, and we're also moving into nature-based car removals. So that's an area as an operator, we're really engaged in. And then we also, of course, can provide the same technology we're using for our markets to open up those opportunities for other markets, and we are engaged with other clients, some of our tech clients on their ambitions to launch these carbon offset markets. So I think you'll see more of that over time. We just -- it's very early days, though. All right. Well, I want to say I think that's all the questions. So thank you very much for your time today. And in closing, Nasdaq's first quarter results demonstrate how we're off to a strong start in 2022, and I look forward to our continued discussions throughout the year regarding our progress. So thank you very much, and have a great day.
Operator:
This concludes today's conference call. Thank you for participating. You may now disconnect.
Operator:
Good day and thank you for standing by. Welcome to the Nasdaq Fourth Quarter 2021 Results Conference Call. [Operator Instructions] Please be advised today's conference may be recorded. [Operator Instructions] I'd now like to hand the conference over to your host today, Ed Ditmire, Senior Vice President of Investor Relations. Please go ahead.
Ed Ditmire:
Good morning, everyone. And thank you for joining us today to discuss Nasdaq's fourth quarter and full year 2021 financial results. On the line are Adena Friedman, our CEO; Ann Dennison, our CFO; John Zecca, our Chief Legal and Regulatory Officer and other members of the management team. After prepared remarks, we'll open up the line to Q&A. The press release and presentation are on our website. We intend to use the website as a means of disclosing material, non-public information and complying with disclosure obligations under SEC Regulation FD. I'd like to remind you that certain statements in this presentation and during Q&A may relate to future events and expectations, and as such, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. And information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press release and periodic reports filed with the SEC. I'll now turn the call over to Adena.
Adena Friedman:
Thank you, Ed. And good morning, everyone. Thank you for joining us. Let me first note how proud I am of the resilience of Nasdaq's business, the nimbleness and dedication of our global team and the trusted relationships we have with our clients. We are certainly familiar with how unpredictable today's operating environment can be as we continue to navigate a dynamic pandemic and economic landscape. Before I turn to our performance, I would briefly like to address the current market environment. While the markets have experienced increased levels of volatility since the start of the year, we maintain a positive overall economic outlook going into 2022 as the underlying economy continues to have the ingredients for continued growth. Notably, consumer demand for products and services remains high. The ongoing digital transformation of industry continues to drive long-term demand for advanced software and other technology and market innovations. And the resulting employment environment is very strong. That said, there are several factors driving the current market volatility. Notably, due to the cyclical and structural issues we are entering 2022 with a tight labor market and supply chain challenges, both of which are contributing to inflationary pressures. Those pressures are then creating uncertainty around the pace and rate of monetary policy adjustments. Additionally, there are broader geopolitical challenges and continued pandemic impacts that are adding to the macro uncertainty. So, while our overall outlook remains positive, we expect the confluence of market-driven factors, and macroeconomic and political factors to continue to drive volatility over the near term. Within that context, we also remain confident in the strength and resilience of our business. For example, we've seen significantly higher trading volumes and within the last week, the industry processed and Nasdaq processed a new record number of messages in a single trading day. We continue to have a healthy pipeline of companies expecting to tap the public markets during 2022. In fact, we have more than double the number of S1s on file with the SEC compared to the prior year period, although market volatility could cause some delays to IPO, timing, something we are monitoring closely. And in our index business, we expect index asset values to experience some impact associated with various market levels and investor appetite for products tracking our indexes, but also the benefit from higher futures trading volume due to the use of our core indexes in market hedging strategies. The diversification of our business over the past number of years has created a flywheel effect between our foundational U.S. and European marketplaces and the technology solutions we deliver to thousands of clients across public companies, investment managers, and banks, as well as the 100 plus market infrastructure operators, all of whom rely on our mission critical software to navigate the financial system successfully. This is especially the case during these periods of heightened market turbulence. We help asset owners rebalance their portfolios and manage asset allocation decisions. We enable banks and brokers to prevent financial crime while handling increased investor activity. We provide critical investor relations insights to corporate clients to understand changes in their investor base. And we empower exchanges around the world to handle the market volumes and volatility. Nasdaq is there as a critical partner across the financial markets and our business has demonstrated time and again, that we can achieve success in the face of these types of backdrops. I'm confident this time will be no different. Let's now turn to our results. My remarks today will focus on the following areas
Ann Dennison:
Thank you Adena and good morning everyone. My commentary will primarily focus on our non-GAAP results and all comparisons will be to the prior year period, unless otherwise noted. Reconciliations of U.S. GAAP to non-GAAP results can be found in our press release as well as in a file located in the financial section of our investor relations website at ir.nasdaq.com. I will start by reviewing fourth quarter performance beginning on Slide 12 of the presentation. The 12% increase in reported net revenue of $885 million is the net result of organic growth of 10%, including 12% organic increase in the solution segments and a 6% organic increase in market services. And the contribution from Verafin as well as is the impact from divestitures partially offset by the negative impact from changes in FX rates. Moving to operating profit and margins, non-GAAP operating income increased 18% while the non-GAAP operating margin of 51% increased three percentage points compared to the prior year period. Non-GAAP net income attributable to Nasdaq for the fourth quarter of 2021 was $328 million or $1.93 per diluted share compared to $268 million or $1.60 per diluted share in the prior year period. Turning to Slide 13, as Adena mentioned earlier, annualized recurring revenue or ARR totaled $1.87 billion, an increase of 19% from the prior year period while annualized SaaS revenues totaled $640 million, an increase of 43%. Excluding the impact of Verafin, ARR increased 9% year-over-year. I will now review quarterly segment results on Slides 14 through 17. Starting with market technology, revenue increased $25 million or 24%. The increase reflects the positive $35 million impact from the acquisition of Verafin and the $3 million increase in our existing Anti Financial Crime Technology business, partially offset by an organic revenue decline of $10 million in our market infrastructure technology business. Excluding a $4 million purchase price adjustment on deferred revenue associated with the closing of the Verafin transaction, Verafin revenues would have been $39 million in the fourth quarter, an increase of 30% year-over-year; and Anti Financial Crime Technology would have been $76 million with both our existing Surveillance and Verafin's FRAML Solutions continuing to exhibit strong momentum. On a sequential basis and excluding the impact of the purchase price adjustment on deferred revenue, Verafin revenues of $39 million in the fourth quarter compares to $36 million in the third quarter. As we discussed last quarter, the revenue decline within the Market Infrastructure Technology business was impacted primarily by the successful completion of mid-year of a significant long-term maintenance and support licensing contract with a customer who will continue to use our technology as well as decrease more broadly in change requests and installation revenues mostly due to capacity constraints we are working through as a result of logistical implications of the pandemic. That said, as Adena discussed a few minutes ago, we see some encouraging signs, including the $142 million of order intake during the quarter. ARR for Market Technology was $428 million in the fourth quarter of 2021, an increase of 51% compared to the prior year. The Market Technology segment operating margin was 15% in the period, an increase compared to the prior year quarter primarily due to a $25 million reserve related to an unexpected loss on an implementation project taken in the fourth quarter of 2020. Excluding the impact of the previously mentioned $4 million purchase price adjustment related to Verafin, the operating margin would have been 18% in the fourth quarter of 2021. Investment Intelligence revenue increased $43 million or 18%, reflecting organic revenue growth of $44 million. Organic revenue growth during the period reflects very strong growth in our index business as well as a meaningful contribution from analytics. ARR was $567 million, an increase of 10% compared to the prior year period. AUM and ETPs licensed to Nasdaq indices rose 18% compared to the prior year period to $424 billion, including $74 billion from net inflows and an $83 billion net increase from market appreciation, partially offset by $92 billion in net negative impact related to the ETP sponsor switches that we have discussed earlier in 2021. The Investment Intelligence segment operating margin of 64% is down 1 percentage point compared to the prior year period as we continue to make strategic investments in Index and Analytics to support sustained growth. One note looking forward to the first quarter of 2022. Trading activity of instruments licensed to our Indexes achieved certain annual thresholds mid-year that resulted in an increase in licensing economics in the second half of the year. Similar to what we described in the call one-year ago, as we begin 2022, the economics of certain agreements reset for the New Year. We estimate that this will lead to approximately $7 million of lower revenue in the first quarter of 2022 compared to the fourth quarter of 2021, assuming similar trading activity and product mix in the two periods. Corporate Platforms revenues increased $23 million or 17%, reflecting organic growth. The increase was primarily driven by higher U.S. listings revenues due to the 23% expansion in our listed corporate issuer base, primarily due to a higher number of IPOs as well as higher adoption across the breadth of Investor Relations and newer ESG and reporting offerings. Corporate Platforms ARR was $546 million and increased 16% compared to the prior year period. The Corporate Platform segment operating margin of 37% increased 7 percentage points compared to the prior year period, primarily driven by the continued increase in the listed issuer base. Market Services net revenues increased $15 million or 5%. The organic revenue increase was $17 million or 6%, and there was a $2 million negative impact from changes in tax rates. The organic increase primarily reflects higher equity derivatives and trade management services revenues. The segment operating margin of 61% was unchanged from the prior year period. Turning to Page 18 to review both expenses and guidance. Non-GAAP operating expenses increased $28 million to $430 million; the increase reflects a $6 million or 1% organic increase and a $24 million increase from the net impact of the acquisition and divestitures, partially offset by a $2 million decrease from the impact of changes in FX rates due to a stronger U.S. dollar. Excluding the $25 million reserve in the Market Technology segment taken in the fourth quarter of 2020, the organic expense increase totaled 8%. The organic expense increase has two main drivers
Operator:
[Operator Instructions] Our first question comes from Rich Repetto with Piper Sandler.
Rich Repetto:
Yes. Good morning, Adena; good morning, Ann.
Adena Friedman:
Hey, Rich.
Rich Repetto:
Hey, Adena. First, congrats on the AWS partnership because it just shows that market trends continue to move in your favor, which is by no means an accident. I don't think either. But anyway, I got a question. Given this technology focus, I got a question on Market Technology; you're going to kill me for this question. But we had a record quarter, revenue increased 15%, high order intake increase in SaaS, the margin expanded, but the ARR stayed flat quarter-to-quarter. It was the only segment where the ARR did stay flat. So can you give us some insight into the incremental, I guess, revenue composition in the pick-up in the revenues and Market Technology?
Adena Friedman:
Well, first of all, Rich, we welcome all of your questions. So thank you for that, and thanks for the mention on AWS. But Ann is going to go ahead and give you some color on that.
Ann Dennison:
Sure. So thanks for the question, Rich. We did – we were flat in ARR for Market Tech overall and so there's a couple of different pieces to it. What I would say is we saw growth in the Anti Financial Crime portion of ARR and some – a slight decline in the market infrastructure technology piece of ARR as we had a contract that was – there was a duplicate contract that we were serving a client in transition that rolled off. So a minor thing there. What we're also seeing, when you see the revenue growth in the Market Technology business, a lot of that growth is – in this quarter is coming from additional change requests and the seasonal type items we see in the fourth quarter. Those things don't contribute to ARR but I will want to just point on the positive side that we had a very strong order intake quarter in the fourth quarter and also a record order intake number for the year in marketplace infrastructure attack. And so when you think about the future, while we won't see that coming into ARR right away because there's an implementation phase in many of those projects, we will see the benefits in ARR over time.
Adena Friedman:
Yes. And I think 1 other just piece of color on the order intake for the year, when we look at it, well more than 50% of the order intake is from either expansions of our relationships with existing clients or from new clients. So it's a net new revenue opportunity for us as we execute against these contracts.
Rich Repetto:
Yes. The positive thing is you get us focused on ARR. So...
Adena Friedman:
I agree. That's a great thing. Thank you.
Rich Repetto:
Thanks.
Adena Friedman:
Thanks.
Operator:
Our next question comes from Alex Kramm with UBS.
Alex Kramm:
Hey, good morning everyone. Just want to talk about the 2022 outlook a little bit more in terms of organic growth. I know you have your medium-term guide here, 6% to 9%, starting this year. Obviously, last year was great. And I know some of the things that impacted a number like the Index business obviously had a bad start to the year. I think AUM is down 12% or so year-to-date, if my numbers are right. But I think even with that and looking at some of the exit rates and some of the other businesses, that 6% to 9% seems fairly safe. So I was just wondering if you could give us any commentary on how you feel about that 6% to 9% for fiscal year 2022 and any other color would be great. Thanks.
Adena Friedman:
Okay. Great. Thanks, Alex. So first of all we continue to support our medium-term, long-term outlook on our Solutions segment revenues in terms of the outlook that we provided to you around that 6% to 9%. I think that all of the businesses have slightly different dynamics. But the one thing I would agree with you on is that the entry rate for those businesses is quite strong. So we had a really strong end to 2021. And then, of course, with ARR, annual recurring revenue, it kind of portends to a strong entry rate for 2022. But as we look at kind of the longer – medium- to long-term trends of the business, we continue to support that 6% to 9%. And as we continue to perform and execute and grow and expand the businesses, like we did when we announced the Verafin deal, we will certainly make the appropriate adjustments there. But I think, Alex, that as you know, it's always – it's a very dynamic environment. So we feel very comfortable with that outlook, and we will see how we execute against it this year.
Alex Kramm:
Fantastic. Thank you.
Operator:
Our next question comes from Dan Fannon with Jefferies.
Dan Fannon:
Thanks, good morning. I wanted to also talk about just kind of the outlook for Market Services and understanding that volumes are going to come and be what they are. But thinking about capture rates within both options and equities, whether that's because of mix or any competitive factors, how you're thinking about those into 2022?
Adena Friedman:
Yes. You actually pointed out a lot of key contributors, Dan. So capture is really – is definitely mix plays a big role in that. The types of – the types of instruments that are also more heavily traded in any given period of time, and then both also deliberate actions that we might want to take in order to attract certain volumes into our markets from a competitive perspective. So as you know, with more retail, particularly in options just to point out, and more – and heavier volumes in what I would call the price time markets in options during turbulent times, those venues carry with them a lower capture. Whereas in our Philex and our ISC marketplaces that have support more complex transactions have a higher capture. So any time where you see more retail and more volumes coming in to the price time venues you're going to see capture change. But then at the same time, we do try to manage our capture quite actively in terms of attracting certain order flow into our market stand. So that's a – there's a lot of dynamics underpinning that. But what we look at is the mix of capture and market share and volumes to try to make sure we're optimizing the results for our shareholders. And I think we've done an excellent job of that, really maintaining, I think a really strong marketplace across all of our businesses, all of our markets in a highly competitive time for the marketplace.
Dan Fannon:
Great. Thank you.
Operator:
Our next question comes from Owen Lau with Oppenheimer.
Owen Lau:
Good morning and thank you for taking my question. I have a question about your partnership with AWS. When people saw this news about this partnership, I think many of them understand this partnership from the cost perspective. But could you please explain a little bit more about like if you have an example, if there's any revenue opportunity here? And Adena, you mentioned the migration, I think, option market first and then your target over the next 12 months. But could you please talk about the pace of when do you expect to complete all the migrations? Thank you.
Adena Friedman:
Sure. Thanks, Owen. So yes, our AWS partnership actually, I think is really unique because there are a few things. First of all, we do have a lot of our technology services today that are already cloud-based in AWS and also in Azure. And so we have already have, I think a lot of experience in working in the cloud. So as we start to really focus in on the marketplace businesses, and we start to bring our markets into the cloud environment. I think we're doing it in a really, really thoughtful way. But what's really cool and I think cook and unique about the relationship that we've developed here is that bringing AWS into the Carteret data center. And then Equinix has committed to expanding the data center very significantly. We're doubling size of the data center, doubling the power into the data center. So as we create this kind of – this best private local zone for AWS in Carteret, number one, it makes it much easier for our clients to migrate to the cloud environment that they're going to create inside the data center. And number two, it gives us more space, more power to offer additional services to our clients and to give our clients a chance actually to bring more of their surrounding systems, more of their trading systems into a cloud environment, but in a very controlled way. So it gives us expansion opportunities within Carteret and ways to expand our client relationships there. And then with the go-to-market plans that we have with AWS with our market technology clients around the world, this private local zone construct and the ultra-low latency edge compute system that we co-designed with them we can then deploy that to other major markets around the world and help them with their cloud journeys. And that gives us a chance to be more of a, number one, to deploy our cloud-based marketplace solutions, which we also are implementing for MRX. And then number two, to become more of a managed service provider to our Market Tech clients, which then builds a bigger relationship with them that accrues to our benefit. So a lot of revenue opportunity there in the coming years. I just want to say, those are all long-term, kind of think about the data center, for instance, it's going to take a couple of years to build out the data center. It will take some time for us to deploy our cloud solutions to our Market Tech clients. But we see a really nice medium-to-long-term journey that we can have with AWS on that. In terms of our own markets and moving our markets, we are starting with MRX in 2022, we want to gain some experience with it. We want to hear from our clients as we manage the migration and complete it. And then we will set a more of a targeted time line for how we'll continue the migration of our markets in the U.S. But I want to say we want to start with the first one before we commit to a very specific schedule for the rest.
Owen Lau:
Got it. Thank you.
Operator:
Our next question comes from Alex Blostein with Goldman Sachs.
Alex Blostein:
Great. Good morning, thanks for taking the question. I had a follow-up with respect to the Market Tech business, particularly the comment around the order intake, 50% plus expansion with existing clients and new clients definitely encouraging. Can we get the breakdown between the infrastructure business and then the financial crime services business within that? And then Adena, to your point around accelerating momentum in some of the conversations you're seeing on the import truck aside. Can you help contextualize that a little more in terms of what that means for revenue growth for 2022 in that part of the model?
Adena Friedman:
Sure. Yes. So first of all, the order intake numbers that we provide still do not include Verafin. So it only includes our trade and market surveillance business, in addition to the market infrastructure operator business. And I just want to say that the majority of the – I would say, the large majority of order intake is related to our market infrastructure operator clients because of the fact that they tend to be longer-term contracts. Our trade and market surveillance contracts tend to be shorter in duration and smaller in size. So I think that you should assume that the large majority of ARR is related to market infrastructure operators. Ann you're saying $20 million or 10%?
Ann Dennison:
$20 million.
Adena Friedman:
So about $20 million of the order intake is related to our market and trade surveillance business. Just to give you a sense of the size. In terms of – as we look into 2022, I think it's important to note a few things. Ann mentioned the fact that in the latter half of last year, we had a long-standing client who has – will continue to license our software, but it was always planned that they would come off our service and maintenance agreement, which is a recurring revenue part of the contract. So that happened in the second half of last year. I think in the third quarter, we announced that. That has to flow through the full year. So that will impact the first half of 2022. Then we also have two of our larger implementations going live with their first phase in the first half of 2022, which obviously gets us then into a different and a stronger revenue mode with them going into the latter half of 2022. And then we have this big set of new order intake that we took in during 2021. And that will take a while for that to flow into the revenue as we complete the implementations of that. So you should assume that you're going to see more momentum as we go through the year of 2022 and digest that order intake as well as turn some of our clients into production clients and get through that full year impact from that one contract. So I think you'll assume – you just see more momentum going through the latter half of the year.
Alex Blostein:
Got it. Thanks so much.
Operator:
Our next question comes from Craig Siegenthaler with Bank of America.
Craig Siegenthaler:
Thank you. Good morning, everyone.
Adena Friedman:
Good morning.
Craig Siegenthaler:
So I had a follow-up on Market Technology, but I want to isolate it around Verafin. And I appreciate Ann's comments that revenues are still growing quickly at 30% year-over-year. But as you leverage the network effect of Nasdaq's Tier 1 and Tier 2 financial services relationships, do you expect this revenue growth rate to remain robust? Or could there be some deceleration just as the larger revenue base affects it through the law of large numbers?
Adena Friedman:
Well, I mean, we continue to see massive opportunity for the Verafin organization in three areas. One is as you mentioned, moving up to the larger banks. And we are – we have signed some really great clients getting into some of the Tier 1 and Tier 2 banks. And we actually have several POCs running with some of the largest banks as they're looking at our fraud solutions and really trying to evaluate that. So those sales cycles are longer, but obviously, the contracts are bigger. So we definitely see a lot of momentum there. The second is, as we look at global expansion and going into Europe, we do have one client that's fully live and working with us. And we're building out a pipeline now to help support more clients in Europe and making sure our solutions are geared towards the European landscape. And so that's an area of focus for us, but that – if that door opens well and we execute well there, that's just a huge growth area for us over the long term. And then the third is actually in the digital asset space. We actually are coming out and we've been in a beta mode with a solution that's geared towards providing traditional banks who want to offer digital wallets to their clients as well as vast who need really stronger Anti Financial Crime solutions with specific solutions that are geared towards the digital asset ecosystem. And we plan to launch that more fully this quarter, which we also see as just a big growth runway for us in addition to fintech. So I would have to say, if anything, it's there's so many great avenues for growth, and these avenues are long-term in nature, in terms of the growth opportunity that we are very excited to continue the momentum of their Verafin business. The product is superb and I think it's proving itself out really well.
Craig Siegenthaler:
Thank you Adena.
Adena Friedman:
Thank you.
Operator:
Our next question comes from Kyle Voigt with KBW.
Kyle Voigt:
Hi, good morning. Ann, you mentioned some inflationary pressures being felt you noted those are short term. Just wondering if you could speak about those pressures in a bit more detail, is that entirely going to be felt in wages? Are there other areas to note? And looking forward to 2023, I guess, why are you comfortable that this 2% increase is more of a one-off item? And then lastly, sorry for the multipart question, if you're seeing more of the modest inflation on the expense side, are there any opportunities where we could pass along some of those inflationary pressures and take more price on the top-line side? Thank you.
Adena Friedman:
Ann is going to go ahead on the cost side.
Ann Dennison:
Sure. So on the cost side, so we talked about the incremental 2% within the expenses, maybe 1.5%, we see that as being inflationary pressure. Most of that is on the wage side. I do think there's some inflationary pressure across our supplier contracts, which we'll manage through. But the vast majority is on the wage side. And as we think about managing through that, our ultimate goal here is attracting and retaining the best talent to continue to support the long-term growth of the business. And so while we see the pressure right now here being short term in nature, we expect to continue to invest over the long term against those needs.
Adena Friedman:
Yes. I think it's important to recognize it's hard to know what the world can be like in 2023. But in 2022 right now, we're frankly managing our talent really well. I think our attrition has stayed very consistent to our historical expectations. But at the same time, it is a tight labor market we want to compete for the best talent. We have amazing talent in Nasdaq that we want to retain and reward. So I think that as we look at 2022, in terms of the labor market right now, I think we feel good about that increase that we mentioned to be able to manage through that situation. It's hard for us to know what 2023 might come – might hold for that. I think in terms of the revenue side, we do make price increases, CPI adjustments to our prices, and we do that during certain periods of time during the year. We did some adjustments like that going into 2022. But we also tend to take – number one, we have a lot of long-term contracts that really don't lend themselves to year-over-year price increases. And secondly, we take a long-term view of our clients. We really want to make sure that we're managing to a long-term relationship that they're getting value for every dollar they're spending. And so, we do some CPI adjustments, but we generally try to manage our prices based on incremental value that we're providing to them.
Kyle Voigt:
Very helpful. Thank you.
Operator:
Our next question comes from Brian Bedell with Deutsche Bank.
Brian Bedell:
Great, thanks. Good morning, folks.
Ann Dennison:
Good morning.
Brian Bedell:
Good morning. Just, back to the topic of the day, the Amazon Web Services partnership and another question on that, how are you thinking about the scalability of that migration over time? I realize it's still very early. But in terms of the impact on Nasdaq expense base, maybe first of all, can you frame out what sort of the build might the components of the build in the 2022 guidance might be? And then how should we think about the ability of this partnership to you either reduce the long-term expense growth of Nasdaq or become more scalable? And then longer term, do you view this partnership as more of a revenue opportunity or more of a cost reduction opportunity for Nasdaq?
Adena Friedman:
Sure. Yes, so I think the good news is that we've been working over the last five years with AWS to move a lot of our surrounding systems around the markets into the AWS cloud, which has actually accrued greatly to our benefit over the last five years because, for instance, just with these record volumes we're experiencing, the surrounding systems, which are like trade management solutions all of the things that happened right after the trade, we have hyper scalability of our solutions today that otherwise we would have had to buy hardware to support. So that's been a real benefit to us and allows for us to have both scalability for our clients, but also definitely a moderation in terms of our CapEx expenses. I think as we go forward, a few things, we also have spent the last five years building out our next-generation trade life cycle solution to be a cloud-ready, cloud-native solution. So, we are deploying that. We deployed that for our BX Options market in 2020. We're now deploying that for MRX in 2022. We're also deploying that for our derivatives markets in the Nordics right at the beginning of 2022, and in fact, in the next month or so. And we're deploying that out to our Market Tech clients in terms of our clearing solutions and our trading solutions. So, we have already been making the investments that we've needed to make to make sure that we are building out our solutions to support an AWS environment. Now it's really the partnership with Equinix and AWS, where they're going to be making their investments in our infrastructure to make it so that we can execute against what we've been discussing. So, we see this as very much part of our 3% to 6% expense growth really factors in the investments we have been making and will continue to make in this area. So that also – in terms of once we get to scale and we have fully deployed, everything is fully deployed, we do have the opportunity to look at lower CapEx expenses, more scalability in our expense base. But also, I think, that the bigger opportunity for us is in the revenue side because we have a bigger footprint in order to support our clients here in the U.S. and we have the ability to deploy this very differently to our clients around the world. So that to us is definitely the bigger opportunity in the long run.
Brian Bedell:
That's very comprehensive. And three- to five-year period is what you would describe as the long run?
Adena Friedman:
I think that we actually look at this as these things always happen in slower motion than you think. So, we have six options markets in the U.S. and three equities markets in the U.S. And so, we're starting with one. As I said, we'll gain some experience before we set a time line for the rest. And as we deal with our market tech clients, those implementations especially when you're changing out infrastructure, you're looking at probably a two-year to three-year type of implementation once we've actually come to an agreement. So, this is more like, I would say, five to seven years, but I think that's the better time line to consider.
Brian Bedell:
Got it. Thank you so much. Great color.
Adena Friedman:
Okay, thank you.
Operator:
Our next question comes from Michael Cyprys with Morgan Stanley.
Michael Cyprys:
Hey good morning. Thanks for taking the question. Just wanted to circle back to the Nasdaq Datalink. You mentioned the new Data Fabric offering. I guess just a bigger picture question here is how do you see the data link offering evolving over the next couple of years? I guess, what's your vision for that looking out five years? And maybe talk about what's on your to-do list in terms of next steps as you look out to 2022?
Adena Friedman:
Sure. Yes, I mean I think that one of the things we hear from our investment management clients is their biggest challenge is managing their data. They are dealing with all of this data, both the traditional financial data that they've always had, but then alternative data and other new data points that they think that might be relevant to making investment decisions or managing their portfolio risk. So, what Data Fabric does is we – Datalink in general is there as a container for alternative data as well as financial data, our traditional market data, other exchanges data, et cetera, to kind of make it so it's really, really easy to implement, and it's a cloud-based solution that is really ultra-light in terms of for clients to be able to access the data. Then with Data Fabric, what does is almost create a data management layer for our clients so they can put their own data, their own research into the same platform and make it so that it's all there in one container available to investment professionals, to the traders, to the research analysts and it creates a little bit of order out of the chaos that they're dealing with right now in terms of managing the data. So, that's the vision or that's what we've built. In terms of implementation and the five-year plan, I mean, I think that, obviously, the cloud is there to support more and more real-time workflows. The cloud is there to be able to offer you much better ability to create analytics off that data, to do machine learning algorithms on the back of the data and that's where, I think, over the next five years, we need to continue to enable our clients to leverage the benefits of the cloud as well as kind of the order and the capabilities that we can supplement the data with. So that's our view, Mike, but that's a longer-term view as to how we help our clients manage through this.
Michael Cyprys:
Great, thank you.
Adena Friedman:
Thank you.
Operator:
That concludes today's question-and-answer session. I'd like to turn the call back to Adena Friedman for closing remarks.
Adena Friedman:
Great. Thank you very much. Well, thank you so much for your time today. In closing, Nasdaq's fourth quarter and full year 2021 performance was solid, and we are starting off 2022 with really strong momentum. Our leadership team remains very focused on executing our strategy to deliver for all of our stakeholders. And we look forward to continuing our discussions throughout the year on the progress that we make as we continue to advance our strategic priorities and ambitions. So, thank you very much, and have a great day.
Operator:
This concludes today's conference call. Thank you for participating. You may now disconnect.
Operator:
Good day, ladies and gentlemen and welcome to Nasdaq’s Third Quarter 2021 Results Conference Call. [Operator Instructions] I would now like to hand the conference over to your host today, Ed Ditmire, Senior Vice President of Investor Relations. Please go ahead.
Ed Ditmire:
Good morning, everyone and thank you for joining us today to discuss Nasdaq’s third quarter 2021 financial results. On the line are Adena Friedman, our CEO; Ann Dennison, our CFO; John Zecca, our Chief Legal and Regulatory Officer; and other members of the management team. After prepared remarks, we will open up the line to Q&A. The press release and presentation are on our website. We intend to use the website as a means of disclosing material, non-public information and complying with disclosure obligations under SEC Regulation FD. I’d like to remind you that certain statements in this presentation and during Q&A may relate to future events and expectations, and as such, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. Information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press release and periodic reports filed with the SEC. I will now turn the call over to Adena.
Adena Friedman:
Thank you, Ed and good morning everyone. Thank you for joining us. My remarks today will focus on Nasdaq’s third quarter 2021 performance, the progress we are making on our strategic repositioning and updates on areas where we are making significant investments to address large opportunities. I will also share brief remarks about the current operating environment before I turn the call over to Ann, who will provide further details about our results as well as an update on our guidance, our capital deployment and our corporate sustainability efforts before we move to Q&A. Let me begin by acknowledging the Nasdaq team’s dedication to our broader mission as we made notable progress in the third quarter. Their hard work has been critical to our success in delivering strong results for our clients. Together, we will continue our journey to become the leading provider of technology, data analytics, insights and marketplace excellence to the global capital markets and beyond. Now, turning to our financial results for the third quarter of 2021, Nasdaq delivered net revenues of $838 million, an increase of $123 million or 17% from the prior year period. Our growth was largely driven by 13% organic revenue growth in our Solutions segment, 14% organic growth in our Market Services business and contributions from our acquisition of Verafin. We continue to make notable progress across key secular growth opportunities as illustrated by total company annualized recurring revenue, or ARR, of $1.834 billion, an increase of 19% compared to the prior year period. Within our recurring revenue businesses, we are seeing some of our best performances from our SaaS-based solutions. Specifically, anti-financial crime technology is showing particularly strong results with revenues increasing 16%, excluding the impact of Verafin. Verafin will begin to be included in our organic growth calculations next year and we saw an increase of over 30% versus prior year in that business. Additionally, in our investment intelligence business, our SaaS products, including the Nasdaq Asset Owner Solutions, which is the new name for the combined eVestment and Solovis products, drove the 13% increase in analytics revenue. Our third quarter results underscore the continued progress we have made to advance our strategy and additionally, demonstrate that the value capture from the flywheel effect, which is our ability to leverage the momentum in one business area to drive success in other parts of the business. For example, our success in attracting the majority of the quarter’s new listings and capital raised to Nasdaq drives higher growth in equities and options trading and multiplies cross-sell opportunities for our Investor Relations and ESG-related services. It also contributes to the vitality of the R Index business, like the Nasdaq-100 and the Nasdaq Next Gen 100 indexes and enhances the brand’s strength in other strategic growth areas of the company. As we continue to evolve Nasdaq into a high-performance technology company, each quarter that passes gives us an opportunity to reflect on the progress we have made. A critical pillar of our success has been our ability to allocate capital towards our technology and analytics capabilities. Our acquisition of Verafin has established us as a leader in anti-financial crime technology as we build upon our already strong foundation in that area of the market. In the third quarter, our legacy trade surveillance segment saw the largest quarterly order intake in the last several years, adding new business across all regions. While our market surveillance group signed two new clients for our SaaS-based solutions, including a new crypto exchange client. Another pillar has been our ability to advance our leading corporate and marketplace positions. Corporate Platforms’ revenues increased 18% versus the prior year period, driven primarily by outstanding growth in the Nasdaq-listed issuer base across our U.S. and Nordic markets. It has been a record year so far for new listings in the Nordics and with over 132 new listings coming to Nasdaq year-to-date. Additionally, the U.S. has experienced the best new issuance here in the past two decades. And Nasdaq continues to demonstrate strength with a 75% win rate for IPOs in the quarter and a 72% win rate year-to-date. As our listed issuer base grows, we are seeing correlated demand for our suite of IR and ESG services. Within ESG specifically, we see continued interest in our Nasdaq OneReport and our ESG Advisory Solutions coming from very – from companies at every stage of their ESG journey, including companies preparing to list on Nasdaq. I would like to acknowledge briefly here that we are pleased with the SEC’s approval during the quarter of our proposal to enhance board diversity disclosures. While there have been meaningful developments to advance board diversity across the governance ecosystem, we believe the standardized manner by which Nasdaq listed companies will disclose this information will be critical to driving further progress. We look forward to working with our listed companies to implement the new listing rules. Market Services is another area of our business, where we are seeing that flywheel-related success. Our expanded issuer base benefits equity trading since our share of trading and average capture rate is significantly higher in Nasdaq-listed stocks than it is in stocks listed on other venues. An expanded ecosystem of equity trading in turn brings positive impacts to the options industry, where Nasdaq led all exchanges in the third quarter and the U.S. Equity Options contracts traded. We are also excited by the early progress we are seeing in the growing suite of ESG-related capital market solutions within Market Services. These include the Nasdaq Sustainable Bond Network, our European green bond listing service, our carbon removal marketplace, Puro.earth, as well as the expansion of our Nordic ESG derivatives offering. Overall, our Market Services segment saw revenues increase 15% in the third quarter versus the prior year. And this was largely driven by increases in equity derivatives and cash equity net revenues, although all sub-segments of Market Services delivered year-over-year increases. Our Investment Intelligence business saw revenues increase 30% during the third quarter compared to the prior year period. I am sorry our Investment Intelligence businesses saw revenues increased 15% in the third quarter compared to the prior year period. This was driven by a combination of geographic expansion in our market data business, higher assets under management and exchange traded products linked to the Nasdaq indexes as well as strong new sales, higher client retention and take-up of new capabilities across the analytics offerings. Our Index business continued its strong 2021 performance in the third quarter, with revenues up 38% compared versus the prior year on a combination of both strong market performance of our most important thematic indexes as well as very material net inflows. We are especially pleased to see positive responses from the market to some of our newer products in our Index franchise, with notable AUM growth in the Invesco innovation suite, the new Moray ETF tracking, the PHLX Semiconductor Index and the Hashdex products linked to the Nasdaq Crypto Index. More broadly, AUM and Nasdaq-licensed ETPs launched since 2019 reached $13 billion at the end of the third quarter. We are also unlocking new areas of innovation in our analytics business to bring more data and transparency to the institutional marketplace. This includes a significant partnership announced in July with Mercer, a leading consultant for institutional asset owners that gives our asset owner clients broader access to high-quality research on investment managers and their various investment strategies through a simplified workflow, enabling deeper due diligence. We expect this partnership to expand our clients’ usage of our asset owner solutions going forward. While we continue our strategic journey, I would like to highlight next how we are measuring our progress in evolving the company at the highest level using two key metrics. First, our year-to-date organic revenue growth across the Solutions segments continues to meet or exceed the medium-term outlook of 6% to 9% annualized growth that we initiated after adding Verafin. Our 2021 year-to-date organic growth across the Solutions segment is 15%. Secondly, because we are growing our SaaS revenues even more quickly than the 19% increase in ARR year-over-year, the total percentage of ARR that we are generating from our SaaS businesses rose to 34% at the end of the third quarter. This is up from 28% in the prior year period and continues to move us closer to our medium-term objective of 40% to 50% by 2025. We are very pleased with the progress that our teams continue to make regarding SaaS contributions to our revenues both organically and inorganically. Here are two brief examples that demonstrate our progress and innovation to support this growth. It has been 8 months since we completed the acquisition of Verafin and our collaboration to-date affirms our belief that this combination can accelerate new opportunities. This is particularly the case with larger Tier 1 and Tier 2 banks and those international banks from outside of Verafin’s traditional customer franchise in North America. The Verafin team is executing on its strategy to further penetrate Tier 2 banks, which we define as banks holding total assets of $50 billion. And we secured another significant win during the quarter through our joint efforts. While we still have significant developments in progress to unlock broader adoption among new customer groups, our early milestones certainly validate the potential that we have identified together. Additionally, we continue to evolve our cloud-based data offerings with the launch of the Nasdaq Data Link in September. This new platform includes a comprehensive suite of core data covering financial markets, investment fund information and alternative data to every segment of the investment landscape. It’s the perfect illustration of our SaaS evolution in a key growth area at Nasdaq and it underscores our ability to give clients an efficient means to consume and manage market-related datasets in the cloud, which is becoming a standard practice for many users. Initial interest in Nasdaq Data Link is encouraging. The platform has seen daily average of 3,000 new visitors and 200 new account activations in the weeks following the launch. Next, I will briefly address areas of our business, where factors impacting the current operating landscape are particularly relevant today and in the near-term. By and large, we continue to operate within the confines of the pandemic. While there has been slow progress to enable in-person activities and on-site client visits, it remains far from the environment in which we operated prior to March of 2020. We are however fortunate that our diversified business model allows us to be executing at a very high level across our operations despite the prolonged backdrop of the pandemic. The logistical challenges of COVID-19 to travel, intense collaboration and onsite installation and integration, have had their highest impact on the market infrastructure technology business within our Market Technology segment. We have had several complex clearing and post-trade implementation projects that have experienced longer timelines and have required more resources to progress. These challenges have slowed revenue recognition and have increased near-term implementation expenses, impacting near-term margins and creating short-term capacity constraints despite growing demand from clients. The second half of 2021 continues to be heavily impacted by this dynamic. And with this business having relatively high revenue visibility and clear capacity constraints, we know now that in the near-term, market infrastructure technology revenue growth within the broader Market Technology segment will continue to be impacted in 2022 even if the underlying logistical challenges of the pandemic improve. On the other hand, in our Corporate Platforms business, the pandemic period has created some efficiencies on to the go-public process. Notably, IPO roadshows have turned virtual making them more efficient for companies and investors. The new efficiencies have contributed to investors’ ability to evaluate the multitude of new issuers and have increased bankers’ capacity to support companies going through the IPO process. As of today, the pipeline for new listings remains robust based on the number of active S-1 registrations on file with the SEC. Assuming current market conditions persist, we have a strong visibility into the upcoming 6 months and we anticipate this momentum to continue as we enter the final months of the year and into at least the first quarter of 2022. Turning to how we envision our ability to sustain sizable growth in the long-term, I see two key elements to our potential future – sorry, our future potential. First, we have evolved Nasdaq’s businesses to focus on critical capabilities that are strategically important to our clients and we have become more client-centric than ever. This evolution has allowed us to focus on providing the right data, insights and technology that our clients need to be successful across the capital markets today and tomorrow. Second, we have strong competitive positions in very sizable markets with – in the key areas of growth for Nasdaq. It is a combined serviceable addressable market of $20 billion across our anti-financial crime and trade surveillance technologies, our indexes and investment analytics solutions as well as our Investor Relations governance and ESG services. Based on our traction in these growth businesses today, we are incredibly excited about the opportunities that lie ahead of us. As I wrap up, I want to reiterate that we are entering the final months of 2021 with remarkable momentum as we make steady and consistent progress across our key growth areas and our foundational marketplace businesses. Combined with the favorable capital markets and macroeconomic backdrop, we remain well-positioned to advance our strategy into ‘22 – in 2022 and beyond. And with that, I will turn it over to Ann to review the financial results in greater detail.
Ann Dennison:
Thank you, Adena and good morning everyone. My commentary will primarily focus on our non-GAAP results and all comparisons will be to the prior year period unless otherwise noted. Reconciliations of U.S. GAAP to non-GAAP results can be found in our press release as well as in a file located in the Financials section of our Investor Relations website at ir.nasdaq.com. I will start by reviewing third quarter performance beginning on Slide 11 of the presentation. The 17% increase in reported net revenue of $838 million is the net result of organic growth of 13%, including 13% organic increase in the Solutions segment and a 14% organic increase in Market Services and the contribution from Verafin as well as the impact from divestitures. Moving to operating profit and margins, non-GAAP operating income increased 20%, while the non-GAAP operating margin of 53% increased 1 percentage point compared to the prior year period. Non-GAAP net income attributable to Nasdaq for the third quarter of 2021 was $303 million or $1.78 per diluted share compared to $256 million or $1.53 per diluted share in the prior year period. Turning to Slide 12, as Adena mentioned earlier, ARR totaled $1.834 billion, an increase of 19% from the prior year period, while annualized SaaS revenues totaled $620 million, an increase of 42%. Excluding the impact of Verafin, ARR increased 10% year-over-year. I will now review quarterly segment results on Slides 13 through 16. Starting with Market Technology, revenue increased $28 million or 33%. The increase reflects the positive $29 million impact from the acquisition of Verafin and a $5 million increase in our existing anti-financial crime technology business partially offset by an organic revenue decline of $6 million in our market infrastructure technology business. Excluding a $3 million FX impact as well as the $7 million purchase price adjustment on deferred revenue associated with the closing of the Verafin transaction, Verafin revenues would have been $39 million in the third quarter period and anti-financial crime technology would have been $73 million, with both our existing surveillance and Verafin’s FRAML Solutions continuing to exhibit strong momentum. The revenue decline within the market infrastructure technology business was driven primarily by the planned roll-off of a sizable maintenance and support licensing contract with a customer who will continue to use our technology under our license agreement as well as a decrease more broadly in change request and installation revenues, a consequence of both its strong comparison period in the third quarter of 2020 and capacity constraints we are working through due to logistical implications of the pandemic. ARR for Market Technology was $428 million in the third quarter of 2021, an increase of 54% compared to the prior year period. The Market Technology segment operating margin was 9% in the period. Excluding the impact of the previously mentioned $7 million purchase price adjustment related to Verafin, the operating margin would have been 14%. Investment Intelligence revenue increased $36 million or 15%, all of which was organic. Organic revenue growth during the period reflects very strong growth in our Index business as well as a meaningful contribution from Analytics. Annualized recurring revenue, or ARR, was $555 million, an increase of 9% compared to the prior year period. AUM and ETPs licensed to Nasdaq indices rose 15% compared to the prior year period to $361 billion, including $53 billion from net inflows and an $87 billion net increase from market appreciation, partially offset by a $92 billion negative impact related to the previously discussed ETP sponsor switches. These switches collectively were associated with about a $3 million in run rate quarterly revenues, which will be fully reflected in our revenues for the first time in the fourth quarter of 2021. The Investment Intelligence segment operating margin of 65% is unchanged compared to the prior year period as we continue to make strategic investments in Index and Analytics to support sustained growth. Corporate Platforms revenues increased $24 million or 18%, reflecting organic growth. The increase was primarily driven by higher U.S. Listings revenues due to the expansion in our listed issuer base as well as higher adoption across the breadth of our Investor Relations and newer ESG advisory and reporting offerings. Corporate Platforms ARR was $529 million and increased 17% compared to the prior year period. The Corporate Platforms segment operating margin of 42% increased 3 percentage points compared to the prior year period. Market Services net revenues increased $39 million or 15%. The organic revenue increase was $37 million or 14%, and there was a $2 million positive impact from changes in FX rates. The organic increase reflects higher Equity Derivatives, Cash Equities and Trade Management Services revenues. The segment operating margin of 63% increased 3 percentage points from the prior year period, reflecting strong operating leverage on higher trading revenues. One modeling item to note is that for the fourth quarter of 2021 and January ‘22, we have waived the collection of certain regulatory fees for four of our U.S. Equity Options markets. This is in order to ensure that collection of the fees, in combination with other regulatory fees and fines, does not exceed our regulatory costs. Holding all else equal, the removal of the fee is expected to reduce our reported capture rate by approximately $0.015 per contract in the fourth quarter of 2021 and approximately $0.005 per contract in the first quarter of 2022. Turning to Page 17 to review both expenses and guidance, non-GAAP operating expenses increased $51 million to $397 million. The increase reflects a $26 million or 8% organic increase, a $21 million increase from the net impact of acquisition and divestitures as well as a $4 million increase from the impact of changes in FX rates due to a weaker U.S. dollar. The organic expense increase has two main drivers
Operator:
Thank you. [Operator Instructions] Our first question comes from the line of Rich Repetto with Piper Sandler. Your line is now open.
Rich Repetto:
Good morning, Adena and good morning Ann, and congrats on the strong results here.
Adena Friedman:
Thanks, Rich.
Rich Repetto:
I guess you’re having tremendous success with the annual growth of annual recurring revenues and the mix of SaaS revenues in there. And you did talk about – you said you focused on the critical capabilities of your clients and more client set. So the question is, looking back, how important is equity trading and equity market share even though, again, your revenues there are growing because volumes have grown. But looking – an old metric was equity market share and revenue capture, how important is that to Nasdaq as you make this transformation?
Adena Friedman:
Well, I would say every part of our business is important, Rich, and important to us. And so we do look at – we examine every element of our business. Our core marketplace business really serves as our foundation for our ability to serve our clients in a lot of other ways. So we’re extremely focused on it. I think that we’ve seen some shifts in market share as well as just in a couple of different dynamics. One has been the increase in retail, which has increased internalization and just – and decreased overall exchange’s share of trading. And I think that within that, that’s an area that obviously we’re seeing some more work done by the regulators just to understand that dynamic. I think that the second is, of course, the launch of some new exchanges that have come forward. And they have actually primarily focused on gathering some of that retail order flow and trying to compete for it. So we have really taken a very balanced approach in terms of being strategic in how we serve our clients. We want to make sure that we provide kind of a sustainable marketplace, that we do things in a competitive way, but also creates a sustainable advantage for our markets and for our clients that operate in our markets. And so we’ve taken, I would say, a very measured and balanced approach to managing share, managing capture and evaluating kind of the composition of trading in the markets to make sure that we’re kind of balanced there. And that I would say that applies to both our equities and options markets and how we’re looking at our share and capture and the dynamics there.
Rich Repetto:
Okay. And then – thanks, Adena. And then the one follow-up would be on Market Tech, you certainly explained the quarter-over-quarter decline and the pandemic impact. Could you give more color on sort of the pipeline and how long do you think this impact – I guess if you could forecast that or just color going forward in the current – if the environment stayed roughly the same, I guess?
Adena Friedman:
Yes. Well, first of all, I do think the environment is starting to generally improve in terms of being able to travel a bit now. But we’re still doing most of our client interactions on Zoom, and that makes it harder. It’s also harder to develop the kind of what I would call the top end of the pipeline, the top end of the funnel in terms of identifying new clients. But I do think we’ve done a good job of adapting there to try to make sure that we know which new marketplaces are starting to consider launching and how we can serve them. So you’re seeing that we are still signing up new clients, for sure. They are taking our SaaS-based marketplace solutions, which we’re also pretty excited about. I think more than 90% of our new clients, any new clients that’s signing up for us across all of Market Tech, and that includes Market Infrastructure Technology clients as well as anti-fin crime. Actually, it’s well more than 90% are taking our SaaS-based solutions, and that includes new markets launching in the cloud and taking our next-gen trading system. So we see a good pipeline, I would say, Rich. And we also see that we could do more, and we definitely want to be able to identify client opportunities a little earlier and travel will help with that. But I also would say that on the post-trade side, which is where we’ve really experienced most of our delivery challenges, those are harder to implement. They take – they are multiyear programs. They always have been. But they are definitely lengthening out in time with our inability to be on site. We are starting to get on site now with some of our clients, and that’s helping, definitely helping to accelerate things. And I also think that it’s keeping us from being able to meet all the demands that our clients have. So we do see good strong client demand there, but we have to make sure that we have the resources to be able to meet the demand. So we’ve been working with our clients to kind of stage that over time. And that’s what I think is going to is what we really were referring to in our comments around 2021 and 2022 is just that we see the need for us to manage through those capacity constraints before we can really meet all the demands that our clients have.
Rich Repettos:
Got it and congrats on the continued transformation, Adena. Thank you.
Adena Friedman:
Thanks a lot, Rich.
Operator:
Our next question comes from the line of Dan Fannon with Jefferies. Your line is now open.
Dan Fannon:
Thanks. Good morning. Wanted to follow-up on the Market Tech component and just thinking, I think you mentioned some increased costs around some of the implementations as well. So the longer term kind of margin opportunity within this business, has that changed at all or is that also just kind of part of the temporary revenue slowdown more of a factor than necessarily cost on a go-forward basis?
Adena Friedman:
Sure. I think that there are two metrics that we’ve provided to our investor base to kind of measure our progress in the business. One is just our overall medium to long-term growth outlook on revenues and then the other is this notion of the rule of 40, which is really a combination of the growth in the revenues and the EBITDA margin of the business. And so what our outlook is, is that we expect to be able to deliver 13% to 16% annualized growth over the coming 3 to 5-year period across Market Technology. And that includes the Market Infrastructure Technology business and the anti-financial crime business together. And we do continue to believe that, that is an appropriate expectation of growth for the business going forward. I think that the – on the rule of 40, what we’ve communicated is that we wanted to get to a rule of 40, which is, as I said, the combination of growth in EBITDA by 2023, and we continue to see ourselves on track for that. So you have to think about this as a shorter term or at least a near-term challenge that we’re having to work our way through that part of the business that is most impacted to be able to get ourselves to a better growth state and more scalability as we sign more of our clients to SaaS clients instead of on-prem clients.
Dan Fannon:
Thank you. That’s helpful. And then as a follow-up on the index business, just to clarify, the switches that has not yet to impact the revenue for – as we think about the fourth quarter. And could you maybe talk about the difference in the fees associated with what’s coming in, in terms of net inflows? I think you gave a stat around inflows since, I think, 2019. Maybe discuss kind of the different kind of fee thresholds as we think about the AUM mix.
Ann Dennison:
So Dan, on your first question, we saw about half – roughly half of the impact around the switches coming in the third quarter. And we will see the full run rate in the fourth quarter.
Adena Friedman:
Yes. And on the second part of your question, the fee base for the switches that we experienced particularly, one of them was very low. And so therefore, that $3 million impact was – is a low revenue impact against the AUM that was switched. I think going – with regard to the new products we are launching, the fees that we are able to attract with regard to kind of what some of our innovative products like the Nasdaq Next Generation 100, the crypto index and the semiconductor indexes are to me more in line with our normal – our kind of historical norms. So they do carry a higher fee base than the AUM that we lost.
Dan Fannon:
Got it. Thank you.
Operator:
Our next question comes from the line of Owen Lau with Oppenheimer. Your line is now open.
Owen Lau:
Good morning. Thank you for taking my question. I have a question about your partnership with Sporttrade and the sports betting industry overall. Could you please talk about maybe the potential market size such as how many similar sports betting companies out there that you can provide your surveillance technology? And then broadly speaking, could you please talk about your recent traction in the non-financial space? It looks like we haven’t talked about this for a while. Thank you.
Adena Friedman:
Sure. Great. Hi, Owen. So, on Sporttrade, there is a combination of what we are doing there. One is we have taken an investment in the business itself through our venture portfolio. And then we also are providing them the surveillance technology. And what’s interesting about Sporttrade and the market model that they are creating is they are definitely creating more what I would call like a marketplace model where they are going to have market makers, they are going to have a bit of spreads for different in-game betting opportunities. And it’s going to be really an interesting market model. Our surveillance technology absolutely applies to that type of market model. But actually the module that we have created around sports surveillance applies to multiple – the traditional model as well in terms of having a kind of your own book and then betting against the house kind of thing. So, I think that we can apply the technology to a traditional sports book or to these new marketplaces. And we have created a module that’s specific to that segment. So, we are pretty excited about that. And we don’t have a TAM or a SAM yet. And that’s actually a good question, Owen. So, we will come back and think through how do we look at that SAM developing, particularly for our surveillance and trading technologies for that segment going forward. But it’s obviously very early days here in the U.S. for that. In terms of other new markets and non-financial markets, we are continuing to support the crypto exchanges. I think we have eight exchanges leveraging our trading technology, nine leveraging our surveillance technology today. And then we also are seeing kind of fractionalized markets like fractionalized real estate markets and others coming up. And there are actually several really interesting new marketplaces launching. And they are all coming on to what we are calling our Nasdaq Marketplace Services Platform, which is really a SaaS-based cloud, and it can be delivered in the cloud or we can host it. But it’s a managed service platform where we provide the technology, but also the infrastructure so that markets can spin up a lot faster. So, I would say though, Owen as you know, this is an early part of our strategy and but we are definitely seeing nice progress. And we can provide you some more stats going forward on kind of new markets that we are launching there.
Owen Lau:
Got it. That’s very helpful. And then could you please also explain a little bit more on how Nasdaq Data Link can expand, what you have in Quandl? Is it related to like integrating the data in Quandl and provide clients with a more holistic view of data from different sources? Thank you.
Adena Friedman:
You actually hit the nail on the head. So, we think about Quandl now is like one component of Nasdaq Data Link. The Quandl Data, like the alternative data that we provide to investment managers are integrated into Nasdaq Data Link. The technology that underpins Quandl is actually the underpinning of Nasdaq Data Link technology. But it also includes our market information. It includes some investment information. Now we are calling Nasdaq Asset Owner Solutions data, like on investment management funds and trends there. It actually, you can – a client could choose to put their own third-party managed data into this system and we can basically become their technology provider to making it to all of their data is managed and available to them in a really, really nice modern API structure. And so it’s really an umbrella way for us to deliver market information, fund information, alternative information in a modern API and cloud-based infrastructure. So, it’s really easy to use, by the way. And it’s really easy to take the data sets and integrate them into Excel or anything else that you want to use internally.
Owen Lau:
Got it. That’s very helpful. Thank you very much.
Adena Friedman:
Thank you.
Operator:
Our next question comes from the line of Chris Allen with Compass Point. Your line is now open.
Chris Allen:
Good morning everyone. I was wondering if you could give a little bit more color on the index business. I apologies if I missed it. I am just kind of curious on the sequential growth that we saw in the quarter. Maybe you can give us kind of an updated framework on how it’s breaking down between what’s AUM-driven subscription and transaction?
Adena Friedman:
In terms of the futures versus the AUM?
Chris Allen:
Yes.
Adena Friedman:
I think that it’s a good question. So, I don’t know if you have an…
Ann Dennison:
Yes. We usually – we don’t give the specifics on it. It’s about – you could think about the assets, the AUM portion being about two-thirds of the index line, and then the rest will include the futures portion.
Adena Friedman:
Yes. And in general, though I think what we have been doing now is in our statistics that we send out. We provide you all an update on AUM both in terms of net inflows as well as market appreciation. And as we have said, it’s really been a combination of inflows and market appreciation that have driven up the assets under management. I think it’s 15% for the quarter and then our revenues has been even better than that for the quarter based on a combination of these things.
Chris Allen:
And any color on the $12 million sequential increase from 2Q to 3Q in revenues? Just it’s a pretty big number, particularly in – I know there is – you had a little bit of the $1.5 million from the switches coming out.
Adena Friedman:
Yes. I mean it’s really been – I would say it’s really largely inflows and market-appreciation driven more so than futures driven for the quarter.
Chris Allen:
Okay. Thank you.
Operator:
Our next question comes from the line of Brian Bedell with Deutsche Bank. Your line is now open.
Brian Bedell:
Great. Thanks. Good morning folks. Just start off with a question on – it’s kind of a broader question on crypto, but also anti-financial crime. So, just the question would be – the broader question is, are you able to measure yet, and I know it’s early days, your contribution from crypto broadly because it does touch a lot of different segments between the index licensing, potentially anti-financial crime mandates and then also, obviously, Market Technology. And then if it’s too early to size that, maybe just give some perspective on how you see that developing across the segments and especially anti-financial crime, whether you are actually seeing mandates that are based on crypto surveillance in that?
Adena Friedman:
Yes. No, it’s a great question. So, I would say it is probably – it’s a little early. But it’s a good question, so let’s take that back and see whether that’s something we want to start to think about how we communicate to you guys. But you are right, so we have the Crypto Index product that has about, as we mentioned, it’s about $600 million of assets under management there. We have the surveillance and the Market Tech solutions. And so we will come back to you Brian, just to kind of think about how we want to start to provide you more clarity there. But it is early days. And on the surveillance side and actually the broader anti-financial crime side, that’s an area that we are really spending a lot of time on to try to figure out how we can provide broader services across our bank clients as well as our brokerage clients, because right now, the surveillance capabilities is really driven by marketplaces. But over time, as crypto becomes more integrated into the financial system, we want to make sure that we can provide solutions that meet the needs across all of our customers. So, that’s actually an area of active evaluation right now and we are looking at that. It’s a great – to have 2,000 banks as our clients across the U.S. and Canada really does give us a much broader opportunity to think about how to serve their evolving needs there.
Brian Bedell:
Yes. That sounds like an exciting growth opportunity. And then maybe just switching over to just a question on market structure. Obviously, with the new administration, we are not so new now. But with talk about different views on working on market structure, especially payment for order flow. And I guess what’s your view on – if you have a view on what you think would be a good solution to that. Obviously, we have talked about sub-$0.01 pricing being allowed on exchanges, if that’s a potential remedy for the order flow situation? And then also any other commentary on Market Data where that stands given that the prior administration had put that rule in place?
Adena Friedman:
Sure. So, I think that with regard to the market structure discussions, and I think the SEC’s paper was, to me, an early first step in a long process of evaluating how to continuously improve the market. So, I think what we were happy about with that report, well, a few things. One, they did a really nice job of dissecting the activity and understanding that there wasn’t anything there that that had, I would say, that there was nothing there that really signified that there is any significant manipulation in the markets. I think the second thing is that they really did note that the markets were really resilient and very efficient. And that obviously is a good thing for us. But they also did point out a few key areas of focus. One is the quality of the national best offer. And the fact that so much more of the activity is happening in the dark, is there an impact on the quality of the national investment offer. And that’s an area that we have been doing some work on. I think our Chief Economist published a report on that last week. And that then ties to what are the incentive structures that underpin the markets. And so are we finding that order flow is being moved off exchange and brought into these darker venues because of incentive structures. And I think I don’t think that the SEC necessarily drew a definitive conclusion there, but it’s an area that I think that they will be focused on. All we can say is we really believe in taking kind of iterative, smaller steps, iterative change rather than big bang changes to market structure because it’s such an intricately woven system that it’s really – the law of unintended consequences are high. But if they look at disclosures around PFA or they look at making some measured changes to the PFA structure as well as making it so we can compete more for order flow like sub-$0.01 pricing or other rules that encourage orders to come on to exchange and be lit. I think that those are all things that would be positive for us. But recognizing that we like innovation, we like variety and competition. We think that those are all good for investors. And so we have to make sure we are taking measured steps there. And I got the sense that they weren’t looking at draconian steps and that they were going to take a pretty measured approach.
Brian Bedell:
That’s great color. Thank you.
Operator:
[Operator Instructions] Our next question comes from the line of Alex Blostein with Goldman Sachs. Your line is now open.
Alex Blostein:
Hi, good morning. Thanks for taking the question. I wanted to ask you around just the thoughts on sort of inflationary pressures we kind of hear in a number of different corners of financial services, but obviously markets broadly, I guess particularly when it comes to technology and technology capital. I know you guys don’t have a 2022 budget yet, but as you are thinking about where your growth focus is and where you are investing and where you sort of make incremental investments, how do you think about that as a potential headwind? What are the sort of things you can do to maybe upset or reengineer it and I guess to some extent? Just curious to get your thoughts on what you are seeing in the marketplace?
Adena Friedman:
Sure. Yes. I definitely think that there has been – I think that we all know that the competition for talent is pretty – at a pretty heightened level right now. And so we are – we have honestly benefited from the ability for us to attract talent from all over the world. The benefit is that we have tech talent in the U.S., in Canada, in Europe and Asia and Australia. We have tech talent kind of spread throughout different economies in different markets, which gives us more flexibility to seek out talent in markets where we think that we can do that efficiently. But at the same time, it is a competitive environment. We do think that there is going to be increases in wage in – I would say, wage increases as we go into 2022. But as you said, we haven’t yet finalized our budget and our planning. So, we will be able to talk more about that on our fourth quarter call as we provide you with our 2022 guidance. But we are evaluating that as part of the needs for us to compete for talent, but also recognize we have some benefits from having such a global workforce.
Alex Blostein:
Alright. Thanks.
Adena Friedman:
Great. Thanks a lot Alex.
Operator:
Our next question comes from the line of Michael Cyprys with Morgan Stanley. Your line is now open.
Michael Cyprys:
Hi, good morning. Thanks for taking for taking the question. Just wanted to circle back to the Nasdaq Data Link that you were talking about a little earlier, just how might ESG data become a component or captured in the Data Link? And what’s the opportunity more broadly for Nasdaq to become a driver of ESG standards and scoring in the industry? And maybe you could talk a little bit about how you see that developing in the marketplace more broadly?
Adena Friedman:
Yes. Actually, part of Data Link is something called the Nasdaq ESG Data Hub. So, it’s basically information that we have gathered from third-party sources that allow buy-side institutions to get information that they need, whether it’s climate-related information or other structured data that helps them evaluate companies and industries. So, I think that we actually are serving that up very successfully within Data Link. So, that’s one of the modules of battling. But the one thing that we don’t have and what we don’t intend to do is become a rating agency ourselves. That’s just not our role. We are here – we look at it as we have an ecosystem that includes 4,000 corporate clients. They have a lot of information that they need to be able to provide to investors, and we want to support them in providing that information to investors. We then have thousands of institutional managers that receive our information and we can deliver data to them either through ESG Data Link or through our Nasdaq asset owner solutions where they can gather up information they need to make better informed investment decisions. And that over time, we hope that the data that we are helping our corporate clients collect and distribute can actually be served up through our Nasdaq asset owner solutions and not just to the rating agencies, so that they can also control the information that they are providing to investors. But I think that we are just not in the mode of actually being a rating agency ourselves. I think there are many of them out there right now. We have actually partnered with Sustainalytics to start to develop some index strategies that we think will be really interesting in the space. But that’s kind of the role that we are playing as opposed to trying to be that rating agency ourselves.
Michael Cyprys:
Great. Thanks.
Operator:
Thank you. Our last question comes from the line of Kyle Voigt with KBW. Your line is now open.
Kyle Voigt:
Hi, good morning. Thanks for taking my question. So, earlier in the call, you reiterated that expectation for the 13% to 16% annual revenue growth range for the Market Tech segment as a whole. But if we just narrow in on the market infrastructure business specifically, it’s a business that has been able to grow quite strongly in the years before the pandemic. I understand there are some near-term challenges, but I am just wondering if your medium term revenue growth expectations for that infrastructure business has changed at all over the last 18 months or whether or not they are – I guess expectations are relatively similar and we are just trying to get through this kind of near-term headwinds?
Adena Friedman:
Yes. I mean I would say our expectations are over the medium term are similar to where we have been. And it’s really just getting ourselves through these the immediate term issues that we are having, kind of managing our way through a more challenging delivery environment. So – and I think that the client demand is definitely there. Our engagements with our clients are excellent. I think our clients are excited to be able to leverage the next-gen technology we have. And we are delivering that to a lot of our clients. But we just have to work our way through some of these near-term challenges, but the medium term outlook remains the same.
Kyle Voigt:
Got it. Thank you very much.
Operator:
Thank you. There are no further questions. I will now turn the call back to Adena Friedman for closing remarks.
Adena Friedman:
Alright. Well, thank you all very much. I am so happy to have you on the call. We are very pleased to see that our business is continuing to deliver strong organic revenue growth. And as you know, we are really guided by our strategic direction. And we have a clear focus as to how we want to continue to re-imagine markets to realize the potential of tomorrow. So, thank you all very much. We look forward to talking to you next quarter.
Operator:
Ladies and gentlemen, this concludes today’s conference call. Thank you for your participation. You may now disconnect.
Operator:
Good day and thank you for standing by. Welcome to the Nasdaq Second Quarter 2021 Results. At this time, all participants are in a listen-only mode. After the speakers' presentation, there will be a question-and-answer session. [Operator Instructions] Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Ed Ditmire, Senior Vice President of Investor Relations. Please go ahead.
Ed Ditmire:
Good morning, everyone, and thank you for joining us today to discuss Nasdaq's second quarter 2021 financial results. On the line are Adena Friedman, our CEO; Ann Dennison, our CFO; John Zecca, our Chief Legal and Regulatory Officer and other members of the management team. After prepared remarks, we’ll open up to Q&A. The press release and presentation are on our website. We intend to use the website as a means of disclosing material, non-public information and complying with disclosure obligations under SEC Regulation FD. I would like to remind you that certain statements in this presentation and during Q&A may relate to future events and expectations and as such constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. Information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press release and periodic reports filed with the SEC. I will now turn the call over to Adena.
Adena Friedman:
Thank you, Ed and good morning everyone. Thank you for joining us. My remarks today will focus on Nasdaq's second quarter 2021 financial and business performance, as well as the progress we’ve made to drive forward along our strategic direction. I would like to begin by acknowledging the Nasdaq team's deep commitment and delivering results for our clients, while creating sustainable value for all of our stakeholders. Nasdaq's mission reflects our focus on becoming the premier platform and ecosystem for the global capital markets and beyond with unmatched technology, insights, and markets expertise, and we made important progress during the second quarter. Our financial results demonstrate our business' ability to capture opportunity in a unique economic environment, even as we continue to strengthen its positioning for long-term growth. We see strong demand for many of our products and services as corporate issuers, institutional investors, banks, brokers, and marketplace operators all navigate today's rapidly changing world. Our core foundational marketplaces benefited from an active capital market backdrop, that's all record setting industry U.S. equity and options trading volumes in the first half of 2021. Our client first model has also driven our ability to win the majority of new listings in one of the strongest periods of industry activity in years. Meanwhile, expanding demand from institutional owners for index strategies, as well as asset allocation and portfolio management tools from banks for modern anti-financial crime solutions; and from corporates for ESG and Investor Relations solutions underpinned our performance in the Solutions segment businesses. Our performance in these businesses is also a testament to our client centric approach, and strategically aligned offerings as we invest in and grow new and innovative technology to meet that demand. We also achieved other important milestones against our corporate journey this quarter. First, Nasdaq completed the sale of our U.S. fixed income business to Tradeweb Markets at the end of the second quarter. Second, we announced our strategic investment in Puro.earth, a leading carbon removal marketplace, along with the launch of our new ESG Data Hub these solutions further expand the ways that we can partner with our clients to support their unique sustainability efforts. And third, we announced yesterday that we are starting an exciting next chapter for the Nasdaq private market as part of our partnership with a group of leading banks in the private market space. It highlights both the success of the private market platform we developed at Nasdaq and the growing interest in developing a robust ecosystem for private company liquidity. All of these actions underscore our commitment to our strategy and allow us to reprioritize elements of our unique business model to advance our focus on the most impactful secular opportunities. I will now turn to our financial results from the second quarter of 2021. Overall, Nasdaq delivered net revenues of $846 million, an increase of $147 million or 21% from the prior year period, driven by 18% organic revenue growth in our Solutions segment and 10% organic growth in our Market Services businesses. We continue to execute against key secular growth opportunities as illustrated by strong momentum in our institutional investor analytics and anti-financial crime solutions businesses, as well as the broad-based growth in total company ARR of $1.8 billion. This equated to an increase of 22%, compared to the prior year period, reflecting both the acquisition of Verafin and a 12% increase in our existing ARR. Turning now to specific segment highlights from the second quarter, I’ll begin with our foundational marketplace in corporate businesses. Our Market Services segment saw net revenues of $312 million. That's 13% increase from the prior year period. Market Services transactional revenues, the sum of our cash equity, equity derivative, and fixed income commodities trading businesses increased by 27% in total, in the second quarter of 2021, compared to the prior year period, with the largest contributor of this being our equity derivatives revenues, where we experienced strong increases in U.S. options industry volume. Nasdaq's options markets, specifically traded $782 million of multiply listed options contracts, an increase of 28% year-over-year. Driven by an active dynamic equities market we've also seen increased levels of activity from companies seeking to tap the public market to raise capital, which has resulted in a 13% increase in the overall number of operating companies listed on the U.S. on Nasdaq in the last 12 months. Specifically, we have 352 more operating companies listed on Nasdaq in the U.S. than we did in June of 2020. The increase in our number of listed companies naturally contributes to higher industry volumes and contributes to higher trading on Nasdaq in particular, since we have approximately 2 times higher market share in our own listed stocks than we have in stocks listed on other markets. I would also like to highlight for a moment another record breaking Nasdaq Closing Cross during the annual Russell U.S. Indexes reconstitution, which occurred in late June. The Closing Cross successfully executed 2.3 billion shares of Nasdaq listed securities representing approximately $81 billion in market value, and occurred in under 2 seconds. This Closing Cross was 760 million shares larger than our second largest Closing Cross ever, which occurred in March of this year with the Triple Witch expiration. I'm incredibly proud of our team as this milestone underscores our leadership and operating the industry's most robust and resilient market infrastructure. Next, our corporate platform segment delivered revenues of $154 million, a 22% increase year-over-year. The business continues to thrive with elevated levels of new listings since the market recovery in the second half of 2020. In our listings business Nasdaq again led U.S. Exchanges for IPOs during the period welcoming 135 IPOs that raised $31.7 billion, including 88 operating company IPOs, and 47 SPAC IPOs. The Nasdaq Stock Market led U.S. exchanges with a 78% total win rate on IPOs, as well as executing the largest direct listing ever, Coinbase. In addition to new listings, we also welcomed 10 switches in the second quarter of 2021, representing a combined $183 billion in market value, including Honeywell, a DOW 30 company. The total market value of all companies transferring to Nasdaq since 2016 now exceeds $1 trillion. Meanwhile, our Nordic listing platform hosted 62 IPOs in the second quarter, bringing the total to 86 in the first half of 2021, contributing to an 11% year-over-year increase in the Nordic listed issuer base compared to the prior year quarter. Nasdaq is proud to be the exchange partner supporting companies throughout their corporate lifecycle with our commitment to providing issuers with an industry leading market model and a full suite of investor relations, Board engagement, and ESG solutions. Revenues in our IR and ESG services increased $4 million or 8% to $56 million in the second quarter, compared to the prior year period, as we continue to see strong demand for our Investor Relations and advisory in ESG product offerings. The economic impacts of the pandemic combined with a sudden and likely lasting landscape of virtual or hybrid investor engagement, has increased corporates focus on investor relationship and has accelerated their professionalization of their ESG program, both of which has intensified the demand for new data and tools to power their program. Now, let me take a minute to talk about the actions we've taken to advance the Nasdaq Private Market going forward. This week we announced an agreement to contribute Nasdaq Private Market into a joint venture with Silicon Valley Bank, Citi, Goldman Sachs, and Morgan Stanley. This creates a new entity to build upon NPM’s success becoming the leading marketplace platform for issuer led private company tender transactions. The partnership will enable increased investment in a broader set of capabilities designed to enhance NPM’s position as the go-to marketplace for private company liquidity. Now, their private market will continue to expand from its foundation of facilitating private company tender programs to enhance and refine its buyside book-building, auctions, investor block trades, and pre-direct listing continuous trading program. Additionally, the platform will provide end-to-end settlement and through the new ownership structure will create a unique and powerful distribution network serving private companies and institutional investors. Nasdaq’s Market Technology business will be contracted to supply NPM as technology platform on a go forward basis. Nasdaq Private Markets talented team has made strong progress in the seven years since we established the business as measured by the close relationships we've built with more than 250 leading private companies worldwide, and the more than $30 billion in transaction volume that they've executed for many of the world's largest private companies. This new entity will expand upon that success going forward. In the last 12 months, ended June 30, revenues for Nasdaq Private Market increased $13 million, or approximately 200% over the prior year period. Going forward with our partners, we expect to unlock significantly more value for our clients and shareholders by advancing the market for private company shares with the high integrity advanced platform that facilitates liquidity in new ways and build on the momentum that we've developed over the past several years. Now, let me turn to our market technology and investment intelligence segments. Our market technology segment delivered $117 million in revenues at 39% increase year-over-year, including a 5% organic increase from our existing business and an additional $27 million contribution from Verafin. Revenues in the second quarter of 2021 also included a temporary $10 million purchase price adjustment on deferred revenue associate with the closing of the Verafin transaction. In our anti-financial crime technology business, revenues increased $29 million or 88%, driven by the inclusion of revenues from Verafin, as well as the continued growth in surveillance solutions. With Verafin as part of Nasdaq for its first full quarter, we continue to find great opportunities, working collaboratively with the Verafin team to open doors to new clients and expand their footprint. Verafin signed 36 new clients during the second quarter, and we remain extremely pleased with the business and its growth potential as it achieves its mission of fighting financial crime. In our marketplace infrastructure technology business revenues increased $4 million or 8% in the second quarter of 2021, compared to the second quarter of 2020. New order intake for market technology hit a sixth quarter high at $81 million, excluding Verafin. Market technology ARR increased 9% year-over-year also included – excluding the impact of Verafin. If you include Verafin, Nasdaq market technologies ARR increased 61%. Turning to our investment intelligence segment, we delivered net revenues of $263 million, up $50 million or 23% from the prior year period. Overall assets under management and ETPs benchmark to Nasdaq's indexes totaled $415 billion at the end of the quarter, an increase of 53% from the prior year period. We are pleased to expand our long standing partnership with Invesco during the second quarter with the launch of two new thematics technology ETF tracking the Nasdaq Biotech Index, and the PHLX Semiconductor Sector Index. These two indexes are the longest standing benchmark for their respective sectors and in the past year have increased in relevance for investors given the recent pandemic related events. We also continue to see strong global interest in our index franchise with 12 of 15 new and licensed ETP launches in the second quarter occurring outside of the U.S. We are committed to bringing investment opportunities through our index partnerships and empower investors globally with access to diversified investment opportunities. For example, XP Inc., a technology driven investment management platform Brazil launched one of the first locally listed Nasdaq 100 ETF offerings in Latin America during the second quarter, while Hashdex, also from Brazil, partner with Nasdaq to launch the world's first ETF available in Brazil to investors utilizing the Nasdaq Crypto Index. During the quarter, two ETP sponsors, BlackRock and Vanguard announced that they would be switching and consolidating their relationships with some index providers, and as a consequence, certain of their products would no longer be licensing Nasdaq Indexes. While we're always disappointed to lose sponsors, the loss had a minimal financial impact, which Ann will touch on in her comments. And the continued expansion of our relationships with the broader sponsor universe, as well as the continued innovation and growth of the index product suite gives us great cause for optimism going forward. Turning next to our analytics business, we've delivered revenues of $50 million, a 14% increase from the prior year period due to growth in investment and service revenues from hire new sales and increased retention. Driven in part by the success of the enterprise license contracting initiative, which spread usage of eVestment’s unique analytics to more users in more business areas of our client base. Lastly, revenues in our market data business rose 5%, as compared to the prior year period to $106 million, driven primarily by expanding international demand for proprietary data products. As our business our clients in the broader markets begin to prepare to operate in a post pandemic environment, we're excited to carry forward the strong momentum from the first half of 2021 and into the future. One increased area of focus for us is ESG, which we've seen growing interest from a range of clients in both the U.S. and Europe. Nasdaq’s position at the intersection of financial, corporate, and regulatory communities gives us a unique perspective of on corporate sustainability. From this vantage point, we're actively engaging with clients to help them successfully navigate the complex and fast maturing ESG landscape. We were thrilled to have the opportunity in the second quarter to add Puro.earth, the marketplace for carbon removal solutions to help our corporate clients meet their emission reduction commitments. At the same time, as a public company ourselves, we engage with our employees and our communities to improve our own practices, performance, and transparency on our own ESG journey. In that regard, I encourage our stakeholders to review our recently published and expanded sustainability report, which is available on our website. As a wrap-up, I want to highlight how each of our businesses has expanded the diversity and depth of their client base in recent years, which underpins the strength and resiliency of the Nasdaq platform as you move through each quarter. Our strong engine of talent and technology is allowing us to expand our position in the capital markets in ways that can capitalize on the powerful secular tailwinds in a post pandemic period. We're leading Nasdaq into the second half of 2021 with incredible momentum and I look forward to updating all of you on our progress in the months to come. And with that, I will turn it over to Ann to review our financial results in detail.
Ann Dennison:
Thank you, Adena and good morning everyone. My commentary will primarily focus on our non-GAAP results and all comparisons will be to the prior year period unless otherwise noted. Reconciliation of U.S. GAAP to non-GAAP results can be found in our press release, as well as in a file located in the financial section of our Investor Relations website at ir.nasdaq.com. Before we review the financial comparisons and developments, I want to cover some reporting changes going forward, related specifically to some of the strategic developments within the business portfolio that Adena mentioned previously. First, with regards to the Nasdaq Private Market or NPM, as recently announced we have contributed this business to a newly formed joint venture for which we will own a minority interest. As a result, we will no longer consolidate the results and instead will be recognizing our share of net income as a non-operating item, consistent with how we treat other unconsolidated investees. Second, with regards to both NPM and Nasdaq Fixed Income or NFI, beginning in the third quarter of 2021, we will reclassify the revenue and operating expenses of these two businesses out of the corporate platforms, market services, and investment intelligence segment results for all prior periods and move them into corporate items so that the business results of each of these segments can be compared to prior periods on a like-for-like basis. On Slide 12, we provide a table previewing the reclassified operating segment results. Now, I will start by reviewing second quarter revenue performance. The 21% increase in reported net revenue of $846 million is a result of organic growth of 15%, including 18% organic increase in the Solutions segments and a 10% organic increase in Market Services, a 4% positive impact from acquisitions, and a 2% positive impact from changes in FX rates. I will now review the quarterly highlights within each of our reporting segments as shown on pages 5 through 8 of the slide presentation. I will start with Investment Intelligence revenue, which increased $50 million or 23%. Organic revenue growth totaled $47 million or 22%. And there was a $3 million positive impact from changes in FX rate. Organic revenue growth during the period reflects very strong growth in our index business, as well as strong contributions from both the analytics and market data businesses. Annualized recurring revenue or ARR was $547 million, an increase of 11%, compared to the prior year period. AUM and ETPs licensed to Nasdaq’s indices rose 53%, compared to the prior year period to $415 billion, including $47 billion from net inflows and $113 billion net increase from market appreciation, partially offset by $17 billion in negative net impact related to an ETP sponsor switching its Index Provider. The investment intelligence segment operating margin of 65% increased 3 percentage points compared to the prior year period. As Adena mentioned earlier, we will see an additional impact to AUM in the third quarter of 2021 related to previously announced ETP sponsor index switches. The total revenue impact of all of the 2021 switches announced to date is estimated to be approximately $3 million per quarter. Market Technology revenue increased $33 million or 39%. The increase reflects organic revenue growth of $4 million or 5%, $27 million from the acquisition of Verafin and a $2 million positive impact from changes in FX rate. Excluding a temporary $10 million purchase price adjustment on deferred revenues associated with the Verafin transaction, Verafin revenues would have been $37 million. The organic revenue increase, which excludes revenue generated from Verafin during the first 12 months after the acquisition close was driven primarily by higher support and licensing revenues and higher SaaS based surveillance solutions revenues. ARR for Market Technology was $432 million in the second quarter of 2021, an increase of 9%, compared to the prior period, excluding the impact of Verafin. Including Verafin, Market Technology ARR increased 61% in the period. The Market Technology segment operating margin was 15% in the period. Market Technology expenses include a partial reversal of the reserve recorded in the fourth quarter of 2020 of approximately $6 million as we finalize client negotiations and updated our estimate of costs to service our client agreements. Corporate Platforms revenues increased $28 million, or 22%. Organic revenue growth totaled $25 million or 20% and there was a $3 million impact from changes in FX rate. The organic revenue increase was primarily driven by higher U.S. listings revenues due to the expansion in our listed issuer base together with an increase in IR advisory services and ESG product offering. Corporate Platforms ARR was $509 million, and increased 16% compared to the prior year period. The Corporate Platform segment operating margin of 42% increased 3 percentage points compared to the prior year period and that was driven by both the continued increase in the listed issuer base and strong activity on the Nasdaq Private Market. Market Services net revenues increased $36 million or 13%. The organic revenue increase was $28 million or 10% and there was an $8 million impact from changes in FX rates. The organic increase during the period primarily reflects increases in equity derivatives and trade management services revenues. The segment operating margin of 65% increased 1 percentage point from the prior year period, reflecting strong operating leverage on trading revenues. Turning to Pages 9 and 10 to review both expenses and 2021 guidance. Non-GAAP operating expenses increased $65 million to $392 million. The increase reflects a 24 million or 7% organic increase, a $26 million increase from the impact of acquisitions, as well as a $15 million increase from the impact of changes in FX rates due to a weaker U.S. dollar. The organic expense increases two main drivers
Operator:
Thank you. [Operator Instructions] Our first question comes from Rich Repetto with Piper Sandler. Your line is open.
Rich Repetto:
Good morning, Adena and Ann. First, congrats on the, sort of the sale or spin-out of the Private Markets. So, I guess my question is, can you give us a better feel for the minority interest in, you know what the valuation was, you know, and then a little bit on the background of how it develop? Because you do have some significant players, some others aren't in it. And I'm backing into, I guess, 20 million in revenue, is that right for, sort of, what would contribute fully last year?
Adena Friedman:
Great. Thanks Rich. So, first of all, we are really, really excited about the partnership we've created. And we basically, we contributed the Nasdaq Private Markets asset. The other firms contributed investment dollars, so that we can continue to build out the platform and grow and expand the footprint of Nasdaq Private Market going forward. We have a large minority stake. So, we are the largest shareholder and we will retain that. In terms of the revenue for the last [12 months] (ph), you did the math right. So, it's 20 million for – on an on an LTM basis. So – but I would say that, that we are, you know, we do think that this is an opportunity for us to really accelerate our progress in the private company share liquidity programs, and we're seeing a lot of interesting and additional programs or interest from institutional investors from other shareholders to really use the Nasdaq Private Market for price discovery, maybe continuous trading programs and other things like that. And we think that with the partners that we have between the West Coast with Silicon Valley Bank and their relationships with the venture community and early stage private companies, the institutional connections that Citi and Morgan Stanley and Goldman have. And then us as a marketplace operator and our expertise and our relationships with later stage private companies. It's kind of like this, this great coming together of talent and network and distribution capabilities that we think that we can really, really accelerate the progress and create a lot of value for our shareholders, even with a large minority interest as opposed to 100% interest. So, that is the thesis, and we're really excited to get going with them and it should actually close pretty quickly. We've gotten a lot of approvals, so we should be able to get this going very quickly.
Rich Repetto:
Okay. And then the related follow-up would be on Nasdaq Fixed Income. If I'm looking at Slide 12, that means it was about 10 million in revenue or so, can you talk about the profitability of Nasdaq Fixed Income?
Adena Friedman:
So, it's 10 million for market services, and then there's also revenue coming out of the investment intelligence business which is the data part of NFI. So, those two together that make up their revenues that are coming out. In terms of profitability, it was profitable, I mean, it is profitable, but not to the same degree as the rest of our business.
Rich Repetto:
Understood, and congrats on moving the strategic pivot forward here.
Adena Friedman:
Yeah. Great. Thank you.
Operator:
Thank you. Our next question comes from Alex Kramm with UBS. Your line is open.
Alex Kramm:
Hey, good morning, everyone.
Adena Friedman:
Hey, Alex.
Alex Kramm:
Yes, hey, maybe starting with Market Tech. You know, there were some logistical challenges, obviously, with COVID. So, maybe you can give us an update, how things are looking there? Very strong order intake numbers. So, maybe you can talk about that specifically, where's that coming from? Is it very long term contracts or how much of that $100 million plus number should hit the income statement here pretty soon? Thank you.
Adena Friedman:
Sure. So, first of all, yeah, we are definitely seeing progress in terms of growth and demand from clients in Market Tech. So, if we talk specifically about the market infrastructure, technology side of Market Tech, we're definitely finding new clients to serve, which is exciting. We are continuing to grow the number of crypto markets that we're providing technology to digital asset markets providing technology to, but also our core clients are, after a year of a lot of volatility and a lot of focus just on the here and now, they're definitely now focused again on what does it mean to their infrastructure for the future. And our next gen system is, kind of front and center on a lot of clients mind. So, the order intake is reflecting Alex both some re-upping from existing clients, as well as some new clients that have come in. And so it's a really healthy mix. And the conversations that we're seeing around the world are just much more longer-term driven and more focused on the future. So, we're excited to see that that progressing. And now the fact of the matter is, though, we're still not traveling, right. So, we're still having to, you know, we've adjusted I think pretty well to a remote environment in terms of delivering for clients. And that was a big adjustment and obviously, we had challenges associated with that. But we're still delivering in a remote environment, and we're still selling in a remote environment. And so, we still think that it will be, you know, kind of improvements over time, but not something where you're going to see, kind of just this huge surge in one period of time. I think that we expect it to be, you know, steady improvement in demand and our ability to deliver over time. But on the Anti Fin Crime side, I should mention, you know on the Anti Financial Crime side, we are, you know, we're doing really well in selling our market surveillance SaaS solution to new clients. Still, that was something we launched beginning of 2020. And it's had a really nice demand curve there. In terms of our trade surveillance solution, we continue to find ways to expand our client relationships. And then of course, on Verafin, we mentioned the fact that they had 36 new customers come in and that business is going really well.
Alex Kramm:
Okay, great. And then just very quick follow-up. The equity revenue capture continues to surprise me. I mean, this quarter again, I don't know if it's been as high in many years. So, can you just talk about the puts and takes and expectations? I know, it's very dynamic, but it would be helpful to understand the trends and what's driving the strength there. Thank you.
Adena Friedman:
Yeah, sure. I think the first thing to mention is, events like the Russell, and the Triple Witch in June, you know those are two very large trading events that do contribute to capture. I think that, but then in general, we are, you know, basically calibrating capture and share, we, you know, we might do some programs to try to make sure that we do, you know, kind of draw in more order flow into the platforms going forward. So that will ebb and flow a bit, but you're right. It’s at a level that, you know, we're excited that we're able to provide such a great platform or the go to platform for clients and kind of the mix of the types of trading that are happening on a platform resulting in that type of capture. But as I said, you know, we're going to do what we do always, in terms of balancing, kind of share and capture to make sure that we're doing the best thing for our clients, but also managing the business really successfully. So that might ebb and flow a bit in the coming quarters.
Alex Kramm:
Great. Thank you very much.
Operator:
Thank you. Our next question comes from Dan Fannon with Jefferies. Your line is open.
Dan Fannon:
Thanks. Good morning. My question is on Corporate Platforms, you know, you highlight ESG for some time as a huge growth area or a large growth opportunity. I look at the IR and ESG, kind of revenue contribution they've been flat to down the last couple of quarters. So, could you let us know or kind of lay out the growth profile from here and how we should think about kind of the growth opportunity going forward?
Adena Friedman:
Sure, well, obviously our IR and ESG services revenues grew 8% in the quarter and year-to-date are up 7%. So, I would actually say that, you know, we're, I'm not quite – maybe you can let us know what specifically you're looking at and saying it’s flat, but generally, we actually are seeing, you know, as you know, that business has in the past years has been a relatively low grower. But what we've been finding is that more demand for our IR advisory services, more demand for our governance advisory services, and more demand for the tools, both in IR and ESG, have just managed their ESG reporting capabilities, as well as to understand changes in investors. So, we actually have seen it as being, you know, kind of a healthier environment for that business, but maybe there's something specific you're looking at.
Dan Fannon:
Yeah, I’m just looking at Slide 7, where you've had 56 million in revenues this quarter, 57 last and 56 in the fourth quarter.
Adena Friedman:
Yeah. So, I think that we tend to look at this, kind of year-over-year, but they're certainly – one of the things to note is that the, you know, it's a relatively cyclical business. So, there are certain things that might come in, let's say in the end of the year, for sure, tends to be a high quarter, but generally on a year-over-year basis, we look at it as the 52 growing to 56.
Dan Fannon:
Okay. Thank you.
Operator:
Thank you. Our next question comes from Alex Blostein with Goldman Sachs. Your line is open.
Alex Blostein:
Good morning. Thanks for taking the question. I was hoping to get your thoughts on some of the market structure developments. Obviously, Chairman Gensler laid out a fairly ambitious agenda recently, with respect to specifically both payment for to flow and the exchange rebates. Obviously early days still, but curious to get your take on how this could be a potential opportunity, maybe in some ways for Nasdaq or some things that could be more problematic?
Adena Friedman:
Sure. Well, I think the first thing is, I believe that we seem to be relatively aligned, at least with the overarching agenda of the SEC right now in terms of thinking about how do you maximize competition? How do you maximize price transparency? And how do you maximize market access, right. So, and make it sure it's fair, across both institutional investors and individual investors? And so, if you kind of take that as, kind of the principles that they're operating under and certainly the principles we operate under, I think as they look at all the various components of market structure, I, you know, our view is that while our solutions may be slightly different, our ideas may be slightly different. There's general alignment. In terms of that, that means things like tick size regimes, also, different incentive programs that might exist are going to be examined. I also would say as we, kind of we all know, the markets are working and operating relatively well. So, to the extent that we think that there can be constant improvement, that's absolutely the case. But our view is, it's better to try incremental iterative improvements than to try something big bang, because the law of unintended consequences are so high. If you make changes to incentive programs, then you have to understand what all the consequences might be from that in terms of retail investors getting access to free trading, and making sure at the same time that the quotes reflect the supply – the actual supply and demand of the market. So, a lot of pushes and pulls. So, Alex, I think that it is still early days. We are certainly in active dialogue with the SEC staff, as they come out with their papers, we'll be there to comment and be a part of that debate. But I – our view is that right now, at least, you know, there's a general alignment of principles, which we think is, we obviously have some optimism around.
Alex Blostein:
Great. And a quick follow-up for Ann, on just around the expense guidance. Just want to make sure that the guide that you guys updated today, it's performer for both the NFI sale and the JV transaction later in the year?
Ann Dennison:
Yes, it is.
Alex Blostein:
Great. Thanks very much.
Adena Friedman:
Thank you.
Operator:
Thank you. Our next question comes from Michael Cyprys with Morgan Stanley. Your line is open.
Michael Cyprys:
Hey, good morning. Thanks for taking the question. Just wanted to ask about Verafin, I was hoping you might be able to elaborate a bit on how the revenue growth compared to that part of the business versus the underlying new customer growth. I heard you mentioned about 36 new customers coming through on the Verafin inside, just if you can elaborate a bit on the rate, growth rate there of new customers versus revenue? And if also, you could just talk a little bit about the sales strategy on the Verafin part of the business, how you see that evolving? What changes have you made, and how is that getting integrated within the broader Nasdaq?
Adena Friedman:
Sure. Yeah, I mean, I think that when it comes to the growth within Verafin, there's a really nice balance between new logos or new clients, and then re-upping and expanding relationships with existing clients. So, Verafin is an interesting model. They do weekly release cycles, and they enter into these multi-year agreements with clients, but they're literally enhancing the system every single week, and bringing a lot of new capabilities in under the existing contract. But when they renew the contract, they kind of point to all these improvements and all the value they've created over the prior several years. And so, when they do renew they tend to renew at a higher rate, and you know often also a broader user base. So, when we look at the growth of revenue, they look at new bookings and then they look at existing client renewals because those also drive revenue growth. And it's actually been quite balanced. You know, it always has been and it continues to be quite balanced in both areas. In terms of a sales strategy, they have an incredible, kind of sales approach and sales disciplines They are incredibly metrics driven and KPI driven, it's amazing to see, kind of how they – they're very disciplined in the way that they do it. They do most of their sales remotely. They always have. You know, they always would like you to have conferences and other ways to meet new clients, but they have the ability to do sales successfully in a remote environment. And they've, you know, I think, luckily, that [indiscernible] quite mature, so they haven't had to make a ton of change through the pandemic. And in terms of our impact on that, where we've been focused is opening doors to larger clients, or to maybe they're trying to nurture a new relationship, but they're already a listed customer on Nasdaq. So, therefore we can leverage our relationship manager to open more doors, and maybe accelerate the sale process or their very large banking relationships. And so we can kind of get them in front of higher level executives to pitch their services, but their, you know, their platform itself is a superior platform. So, we feel very confident in bring them to customers and saying, we know that they can do better than whatever the client has, you know, existing in their systems. And we've been, that's the one area we've been collaborating on the most. We have a regular meeting, where we go through the pipeline, we examine where we have relationships, where we can stretch them to go to the larger clients, and then strategically, how are we going to move them up the value chain and then move them over into Europe?
Michael Cyprys:
Great, thank you.
Adena Friedman:
Thank you, Michael.
Operator:
Thank you. Our next question comes from Owen Lau with Oppenheimer. Your line is open.
Owen Lau:
Good morning and thank you for taking my questions. So, you mentioned that eVestment and Solovis, previously you mentioned that these two segments were impacted by COVID, given the role of vaccine and the strong equities market, do you see an acceleration of the demand in this workforce solution and analytics compared to maybe the last quarter and last year? Thank you.
Adena Friedman:
Sure. Yeah, we actually have seen a really nice recovery of demand Owen, So, the reason why eVestment and Solovis were impacted by COVID was, first of all, and we bought Solovis right at the beginning of the pandemic. So, the integration took longer than we wanted it to just because we couldn't get together in getting to know people on Zoom is different than getting to know people in a room. So – but then also, kind of thinking about the integrated platform and kind of what, how do we demonstrate an integrated solution to our clients that took a little bit longer too because again, the integration took a little longer, but now in the fourth quarter of 2020 and into 2021, you're starting to see that demand pick up in terms of asset owners really understanding the intersection between making an asset allocation decision and then managing their portfolio once they make that decision. And we have solutions that provide and kind of bridge that. So, I think that we've definitely seen a nice acceleration of demand. And you're seeing that in the growth numbers in first quarter and second quarter. And we definitely are, you know, I think that we feel like also investment managers and asset owners are definitely more willing to put money to work to advance their own platforms. And I think that also took a little while for them to realize that they had, you know, it is a very active capital markets backdrop. So, bringing in these solutions can make their lives a lot more efficient. And I think that that demand has also come back.
Owen Lau:
Got it. That’s very helpful. Just a quick follow up, quick one on NPM, the Nasdaq Private Markets, do you expect to add more strategic partners and [more banks] to platform and also longer-term can you expand this platform to maybe international companies? What are the regulations there? Thank you.
Adena Friedman:
Sure. I mean, over time, we'll examine the idea of bringing in additional banks. I think that we are extremely excited about the group that we have, and what they can do and what they can bring just kind of really immediate value they can provide. But over time, certainly we'll look at whether or not there's a, you know, a value creative way to do that. In terms of international, there are regulations associated with that, but it is an area that we would say that over time, we should be able to globalize the platform. We do bring some foreign issuers into the platform, but it's then they have to, kind of go through, it’s a FINRA broker dealer. So, they have to go through and make sure that all the institutional investors are accredited in a way and are registered appropriately. So, it's definitely isn't completely open to as a global platform at this point. But it's certainly something we have on the agenda.
Owen Lau:
That's very helpful. Thank you very much.
Operator:
Thank you. Our next question comes from Brian Bedell with Deutsche Bank. Your line is open.
Brian Bedell:
Great. Thanks very much for taking the questions. Just a – first one on Verafin, Adena, if you can talk a little bit about the opportunities you see in decentralized finance for demand, for Verafin services, especially in AML and other compliance functions are – is – are you seeing an opportunity for new business there, incremental to when you initially did the deal? And is that coming from – are you seeing that from larger institutions that, you know, obviously, you've been laying out, you know, synergy, expectations for?
Adena Friedman:
Yeah, it's a great question, and yes. I think that the answer is that as we've seen a lot of change both in terms of the growth of FinTechs and the emergence of [defy], we do see that those two parts of the sector is being really interesting growth opportunities for Verafin. Verafin has been focused on banks and – but the fact is, some FinTechs have been leveraging banks in order to manage their fraud in AML detection programs. And so, what Verafin will do is, they'll put the platform into the bank, and then the bank will then, kind of become a subcontractor to the FinTech. Well, over time, I think that Verafin understands that really, they could become obviously a direct provider to this FinTechs. And that would be the case, of course, with the defy providers as well. And some, I think that they have a really, truly a superior, particularly on fraud detection, and AML detection as well. There's a network effect that they have because they have 2,000 banks in their network that allows for them to, frankly just be better at eliminating false positives and focusing in on real potential fraud issues. So, we do think that we have a chance to expand there, and they're very excited about that as a near-term opportunity. And it may be that we choose to prioritize that a little bit more in the near-term and take a longer-term view towards some of the global expansion, but right now we're frankly, examining all of those elements and making sure we're prioritizing their time and attention.
Brian Bedell:
Thank you. And then maybe just to follow up on the market structure, some have mentioned [sub-penny pricing] would be one solution to bring more volume on to listed markets, maybe just your thoughts on whether you think that would be one good approach to at least solve for that problem?
Adena Friedman:
Yeah, I mean, it certainly is an issue of not having a level playing field between us and dark pools and internalizers, so we certainly think it gives us an opportunity to be able to draw in more flow. I think, though, that when you look at the internalization, there are multiple factors that drive in a retail broker to a specific internalizer and obviously, paying for [close part of that] the ability for internalizers to make good unbroken trades is another area that they focus on. There are a range of services that internalizers provide, but if we could make it through that, I mean, the fact is, they really just can't put a lot of orders into our platform, because we don't have the ability to offer sub-penny pricing, and that is where they're getting executed. So that is a – that will break down a barrier. But you know, we have to look holistically at the range of things that we do and what we can do to attract more retail flow in. One point is in Europe, actually, most retail orders actually come to the Nasdaq Nordic platform. We have great relationships, direct [indiscernible] to the retail brokers and they execute their trades. They place the orders in our book. They're visible, and so that, you know, they get more order interaction and they have a great execution experience. So, we do think that if you level the playing field, we can compete for that order flow.
Brian Bedell:
It's great color. Thank you.
Operator:
Thank you. Our next question comes from Kyle Voigt with KBW. Your line is open.
Kyle Voigt:
Hi. So, just a few questions on the ETP, the sponsor switches, first just a clarification question regarding the 3 million revenue impact per quarter, is that solely the impact moving forward or was some of that impact already felt in the 2Q index revenues? And then as a follow up to that, historically, can you remind us if there's, if you've seen many sponsor switches, historically, or is more of a one off event? And then lastly, will these Vanguard and BlackRock decisions at all impact broader pricing decisions or pricing strategy for the index business moving forward?
Adena Friedman:
I'll have Ann answer the first question. Go ahead.
Ann Dennison :
Sure. So, on the 3 million that I referenced at the start, we haven't seen any of that impact yet. The 17 billion in assets moved at the end of the second quarter. And so we'd expect to see some of the 3 million impacts, you know, you could think about it as maybe roughly half in the third quarter, and then the full run rate in the fourth quarter. With regard to sponsor switches in the past, we do not, you know, it's not something that we've seen, it's really, this is an unusual event. And it's something that we see as kind of a one-off type of situation. We've had a lot of dialogue with all of the remaining clients that we have. And frankly, BlackRock and Vanguard remain clients, just smaller ones. And, and so, we feel very good about all of the partnerships we have with our clients. I think that obviously, you know, anytime a sponsor switches, you do self reflection, and you want to make sure that we're doing we're giving them absolutely the best service possible. And so, we will continue to make improvements across our business just to make sure that we're the ones they switch to. And we have certainly been the ones, the index provider that other sponsors have switched to in the past. So, we feel very good about our platform, but we can always improve. And so, but I would say this is not something that's frequent. The other thing is, if some of the sponsors have also made other switches. So, it's not, we're not the only ones that they've made the decision around. They've made decisions around other providers as well. In terms of pricing, we don't see this as a reason to examine pricing. It really has – it has to do with – we feel very good about the way that we price our products. We do that based on the complexity of an index, the uniqueness of the index, the types of investors we're trying to attract into the index. And you know, what's the size and scope of the opportunity. So, we will continue to do our pricing the way we always have.
Kyle Voigt:
Very helpful. Thank you.
Operator:
Thank you. Our next question comes from Patrick O'Shaughnessy with Raymond James. Your line is open.
Patrick O'Shaughnessy:
Hey, good morning. Curious if you can talk about some of the previous challenges that may have limited Nasdaq Private Markets traction in the marketplace? And I guess along with that, how do you see the long-term addressable market? How would you size that, and the opportunity that you're trying to go after with this joint venture?
Adena Friedman:
Great. So, challenges in the past have been – there's a lot of them. So, one is just the inefficiency that exists in the system. And, as well as, kind of the hesitancy in the past for private companies to offer liquidity options. I think that's been frankly, the biggest impediment in the past. You know, private companies, obviously, when they bring in early stage investors, they want them to be in there for a long time. When they issue equity to their employees, they want their employees to be locked up for a long time. However, today, it's a very, very vibrant environment, and private companies are staying private longer. And over time, they realized that unlocking liquidity is actually can be very creative, because number one, their employees over time, they want to buy houses and send their kids to school and be able to use their equity in ways that help manage their lives. And so, offering a fair way and in a high integrity way to offer that liquidity is really important. The second – and to attract talent to these days to have some sort of liquidity program as part of talent acquisition for private companies becoming more interesting and something that we're seeing. The second is that obviously getting early stage investors, some returns, and then bringing in later stage investors who can carry the firm's over time into the public markets is highly interesting. And so, there's just been this really steady increase in corporate interest in liquidity. And we've seen an acceleration of that in the last couple of years. Private companies are really balancing, do we go public, do we stay private? If we stay private, how do we make sure that we have a nice liquidity capability within the company? And then of course, with direct listings, there's what we call continuous trading programs that are being developed in advance of those companies, tapping the public markets. So, I think all of those things have accelerated the interest. And now it's a matter of us really bringing together the institutional community, the venture community, and the private company community to – and our, obviously our technology capabilities, and our market knowhow to say, okay, how do we catalyze this into a really robust and efficient liquidity marketplace? So, we see this as being, you know, just a huge opportunity. In terms of the total market opportunity, it's hard to measure something that doesn't exist, but when we look at it and say, what do we think the liquidity could be and what kind of, you know, revenue opportunity could there be? We actually size it anywhere between, kind of 500 million to 1.5 billion. So, it's a big opportunity that we're going after, over the next 5 years to 10 years.
Patrick O'Shaughnessy:
Got it. Very helpful. Thank you. And then my quick related follow-up, does the current expense guidance reflect pushing the Nasdaq Private Market expenses into the JV?
Ann Dennison :
Yes, it does.
Patrick O'Shaughnessy:
Great. Thank you.
Operator:
Thank you. And we have a question from Simon Clinch with Atlantic Equities. Your line is open.
Simon Clinch:
Hi, thanks for taking my question. I wanted to follow-up on the Verafin opportunity, I mean [it’s not] going unnoticed to me and others that the growth of this quarter was pretty astonishing. I think it was around 37% on a sort of organic basis, which, and you've talked about in the past your ability to help accelerate the revenue growth there. So, I'm kind of interested in how you think about the expense side and the investment requirements, should Verafin continue to see this level of heightened growth over the next few years? And how you've accounted for that in your longer-term model? Just wondering if there's any considerations we need to think about on the plus or minus side of that?
Adena Friedman:
So, I would say that the growth has been, it continues to be, I really should say, quite robust. And so, your math it seems pretty accurate. I think that in terms of the way that we are approaching this business is, we see a very long-term, high growth opportunity, right? So, the overall anti-financial crime space is growing at like 17% a year. It’s a huge, huge opportunity $6 billion to $8 billion TAM or SAM frankly, the TAM is much bigger, but the SAM is in that range. And so, if we invest in the platform, we are actively investing and we will continue actively to invest in the platform to make sure we can continue the, kind of growth that they're exhibiting today. And so, we've talked about this, you know, when, you know, we've actually been pretty clear as to the fact that we're not getting maximizing margin, right now we're going to be maximizing growth. And, you know, the EBITDA’s – when we talked about it upon acquisitions in the range of 25%, and we expect that we will try to, kind of maintain that, kind of margin while we're growing as fast as we can. But over time, obviously, as the space matures, we have, but there certainly is – are ways that we can scale it, but right now, we're going to maintain that growth mode, and still be able to deliver a really nice bottom line, you know, in a high growth business to our shareholders.
Simon Clinch:
Okay. That's pretty useful. And just as a follow up, in terms of your capacity for deploying your capital for other inorganic opportunities, could you talk about, sort of where you feel you've got the most capacity both financially and also from a personnel perspective to digest and execute on deals?
Adena Friedman:
Well, in terms of, yeah, so I think that the way that we look at it from a discipline perspective, a capital discipline perspective, as we've said, you know, for we, we are an investment grade company, and we generally seek to maintain our investment grade status. And at the same time, we want to make sure that we have the opportunity to capture new growth and expansion opportunities, and with some areas of particular focus. One is in the anti-financial crime space. The second is in the investments below this kind of space in terms of asset owner, asset management workflow solutions, particularly focused on the private markets there. And then the third is an ESG. But we also do look at things that are in Corporate Services, like Puro.earth is a marketplace that really serves corporates for carbon removals. We continue to find ways that we want to serve our, you know, corporate clients in our marketplace solutions. And so we will always, you know, we look holistically at acquisition opportunities. But we have these three focus areas that I mentioned. But I also would say this, you know, we are incredibly focused on our organic growth. And I think we're delivering really strong growth and we want to continue to deliver really strong growth for our clients and our shareholders through our organic means, but when we look at acquisitions we have those focus areas that I mentioned.
Simon Clinch:
Fantastic. Thanks so much.
Adena Friedman:
Sure. Okay. Well, I think that we're going to close it out. So, thank you very much for your time today. And we're really pleased to see that our business is delivering strong revenue growth for the quarter and for the year. Guided by our strategic direction, we have a clear focus for the remainder of 2021 as we re-imagine markets to realize the potential of tomorrow. And I look forward to updating you all on our progress in the months to come. So, thank you and have a great day.
Operator:
This concludes today's conference call. Thank you for participating. You may now disconnect.
Operator:
Good day and thank you for standing by. Welcome to the Nasdaq First Quarter 2021 Results. At this time, all participants are in a listen-only mode. After the speakers' presentation, there will be a question-and-answer session. [Operator Instructions]. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Ed Ditmire, Head of Investor Relations. Please go ahead.
Ed Ditmire:
Good morning, everyone, and thank you for joining us today to discuss Nasdaq's first quarter 2021 financial results. On the line are Adena Friedman, our CEO; Ann Dennison, our CFO; John Zecca, our Chief Legal and Regulatory Officer and other members of the management team. After prepared remarks, we will open up to Q&A. The press release and presentation are on our website. We intend to use the website as a means of disclosing material, non-public information and complying with disclosure obligations under SEC Regulation FD. I would like to remind you that certain statements in this presentation and during Q&A may relate to future events and expectations and as such constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. Information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press release and periodic reports filed with the SEC. I will now turn the call over to Adena.
Adena Friedman:
Thank you, Ed. Good morning, everyone and thank you for joining us. My remarks today will focus on Nasdaq's first quarter 2021 financial and business performance as well as the progress we have made executing on our strategy. I'd like to begin by acknowledging how deeply proud I'm of the Nasdaq team's continued commitment to our clients during this period. A full-year has now passed since our global workforce began working remotely and I could not be more pleased with the first quarter results that our team has delivered to our stakeholders today. Our relentless client focus and Nasdaq's nimbleness allowed us to generate strong financial results for the first quarter of 2021. We also made important progress against our corporate strategy during the quarter with the completion of our acquisition of Verafin in February, and the announced agreement to sell our U.S. Fixed Income business to Tradeweb Markets. Our performance during this period continues to underscore the resilience of Nasdaq's diversified product offering and business model as well as our ability to address the needs of our clients in a rapidly changing environment. Now I will turn to our strong financial results for the first quarter of 2021. Nasdaq delivered net revenues of $851 million, an increase of $150 million, or 21% from the prior-year period, driven by 17% organic growth in our Solutions segment businesses and 17% organic growth in our Market Services business. The acquisition of Verafin and the changes in FX rates drove the remainder of the growth for the business in the quarter. Across our exchange businesses, the incredibly dynamic capital markets environment during the period, combined with our strong competitive positioning, resulted in record U.S. equity and options volumes and a record quarter for new listings. I'm also extremely proud of the progress we've made to continue to grow our annualized recurring revenue or ARR which is up 21% compared to the prior-year period. This was driven by our continued focus on key secular growth opportunities that are powering our Solutions segments. We're seeing rising demand across our clientele for our solutions including from institutional investors for analytics and workflow tools, from corporate clients for our ESG and IR solutions, and from financial institutions and marketplaces for technology that helps reduce financial crime. Our ARR growth was also boosted by the acquisition of Verafin. The strong operating leverage of our model was evident in the results. Our non-GAAP operating margins increased to 54% up two percentage points compared to the prior-year. As a result, we experienced 25% increase in our non-GAAP operating income and a 31% increase in our non-GAAP diluted earnings per share in the period. Turning now to the specific highlights from the quarter, I'll begin with our foundational marketplace and corporate businesses. Our Market Services segments total net revenues of $338 million, a 20% increase from the prior-year period and a new quarterly revenue record for this business. This was primarily led by higher U.S. options and cash equities trading volumes. We're also seeing an increase in demand for Trade Management Services connectivity solutions, as clients adjust their capacity for a wider range of volume scenarios. Nasdaq U.S. Options market set a quarterly record of 892 million contracts traded during the period, an increase of 57%. While our U.S. equities markets set a quarterly record of 153 million shares traded an increase of 20% year-over-year. Additionally, during the period, we entered into a definitive agreement to sell our U.S. Fixed Income business NFI to an affiliate of Tradeweb Markets. The decision to sell NFI aligns with our strategy to maximize our potential as a major technology and analytics provider to the global capital markets. We expect the transaction to close later in 2021, subject to customary closing conditions. Next, our Corporate Platform segment delivered revenues of $155 million, a 21% increase with robust contributions across each of the product areas in that business. The business is boosted by record levels of new listing activity, material contribution from Nasdaq private market following a record first quarter for private company transactions and increased demand for our Investor Relations, Intelligence and ESG solutions. In our IR and ESG services business, we're seeing consistent and growing demand for our expanded suite of products, which has been carefully designed to help our clients' measure, analyze, collaborate and take positive actions regarding their respective Investor Relations, governance, and sustainability programs. For example, in our IR Intelligence unit, we saw six new client wins from our new expanded ESG advisory offering, a more in-depth solution that has lengthened and deepened our engagement with executive leadership teams as they seek to meet the demand from institutional investors and other stakeholders for greater clarity on their ESG strategies. And we're seeing this deeper client engagement results and continued sales momentum for our consultative IR advisory service and our Nasdaq IR insight workflow solutions, which saw a combined 36% increase in sales during the quarter. In our Listing segment, Nasdaq led U.S. exchanges for IPOs during the period welcoming 275 IPOs that raised $74.4 billion, including 79 operating company IPOs and 196 SPAC IPOs. The Nasdaq stock market led U.S. Exchanges with a 69% total win rate on IPOs, including a 77% win rate among operating companies, and a 66% win rate amongst SPACs. Listing highlights from the first quarter include the IPOs of Bumble, Qualtrics, Affirm, Playtika and Petco. During the quarter, Nasdaq listed seven of the top 10 largest IPOs by capital raised. Companies that responded positively to our virtual IPO experience during the pandemic period and we are excited and encouraged to see our iconic Bell ceremony and IPO day experienced come to life again in Times Square, and in cities across the country for our unique Remote Bell ceremony. Highlights include going on the road during the quarter to Bumble in Texas and to Qualtrics in Utah. We look forward to welcoming our clients and capital markets partners safely to the Nasdaq market site for these milestone celebrations as we start to prepare for a post-pandemic period. Of course, I also want to acknowledge the strong start to the second quarter in listings with in particular noting Nasdaq successful direct listing of Coinbase, a global leader in infrastructure and technology for the crypto economy. The Coinbase listing represents the largest direct listing in history, and was the largest ever Initial Public listing opening cross on Nasdaq. Now let me turn to our Market Technology and Investment Intelligence businesses. Our Market Technology segment delivered $100 million in revenues including a partial period contribution from the Verafin acquisition, which we completed in February. Our annualized recurring revenue for the quarter was a $416 million, a 62% increase year-over-year, including a 10% increase from our existing business and an additional $134 million representing the annualized total of Verafin's first quarter subscription revenues irrespective of the closing date, or the temporary impact of the write-down of deferred revenues. To give you more transparency and how different parts of Market Technology are operating and progressing going forward, we have started to report our revenues from this segment of our business in two groups. The first is called Marketplace Infrastructure Technology, which will comprise our solutions for the full trade lifecycle to market infrastructure operators, banks and brokers and non-financial market operators. And the second is called Anti Financial Crime Technology, our offerings providing surveillance, risk management, and Verafin's anti-money laundering and fraud detection solutions. As we stated in previous investor calls, there are certain areas of our Market Technology business that have been adversely impacted by the pandemic related factors largely in the Marketplace Infrastructure Technology business. And while the environment continues to be characterized by the logistical challenges to implementations and lengthened sales cycles, the actions we took last year to respond to those dynamics are resulting in stabilize but moderated revenue growth in the near-term, albeit with short-term impact to segment profitability. More importantly, our longer-term vision for Market Technology remains on track, as demonstrated by the progress we've been delivering in new sales and revenues from SaaS products and services, in particular, our Anti Financial Crime Technology Solutions. Excluding the impact of Verafin, SaaS revenues within all of Market Technology increased 15% year-over-year. Turning to our Investment Intelligence segment, we delivered net revenues of $258 million, up $47 million or 22% from the prior-year period. Overall assets under management in ETPs benchmark to Nasdaq's indexes totaled $385 billion at the end of the quarter, an increase of 87% from the prior-year period, and a new quarterly record. Additionally, trading at futures and options on futures contracts tracking Nasdaq indexes, increased 31% year-over-year. I'm also pleased to see increasing adoption of some of our recent product innovations. In particular, AUM in the Invesco innovation suite built on their strong debut in the fourth quarter of 2020, and now stands at approximately $2 billion in AUM in just five months after launch, making this one of the most successful new launches for Nasdaq's Index business. Our analytics business delivered revenues of $48 million, an increase of $7 million, or 17% from the prior-year period. Led by eVestment and Solovis, this business experienced strong increased growth in the first quarter, due to improvement in both new users and retention compared to the prior-year period. On a sequential basis, new sales were up 23% from the fourth quarter of 2020, reflecting growth for our rebound in institutional investment industry demand following some temporary contraction in 2020, as well as increased realizations of the synergies between eVestment and Solovis as the combination help drive 28 new accounts to Solovis in the first quarter. These results underscore our strategy to create comprehensive workflow solutions for investment managers and institutional asset owners from pre-commitment diligence to post-commitment portfolio tracking and secondary trades. Lastly, within Investment Intelligence, our market data revenues rose 11%, driven primarily by expanding international demand for our proprietary data products. As I wrap up, I’d like to reiterate that Nasdaq remains diligently focused on serving the unique needs of our clients, while we advance our strategic mission to capitalize on the opportunities that lie ahead of us. At our Investor Day in November, we articulated that our diversified business model was designed to provide us with the resiliency to drive disciplined growth across a variety of backdrops. Our recent success, especially in the first quarter, underscores the power of the Nasdaq platform and highlights that the strategy underpinning a repositioned franchise is resonating with our clients, as we continue to reallocate capital to higher growth opportunities, while maintaining leadership in our marketplace core. This focus has also resulted in many new instances of dynamic collaboration across our businesses be it new product innovations or bringing advanced technology solutions to help our clients solve major industry challenges. For example, in our Anti Financial Crime Technology segment, we're very excited about the work that we can do together with Verafin. This includes the potential for new client opportunities given our strong relationships with Tier 1 and Tier 2 banks, as the Verafin team continues to build out their solutions to increase confidence in the global financial system. Additionally, we're pleased to support their international expansion, especially into Europe where Verafin has just landed its first client. Another great example is the intersection of our listings and index businesses. Listing the next-generation of innovators, including many of the largest IPOs that have come to Nasdaq in the recent years, create strong synergies to drive new product development in collaboration with our Index business. For example, the strength and success of our Flagship Nasdaq 100 Index, and our partnership with Invesco, laid the groundwork for a recent launch of the Invesco Innovation Suite, including the Invesco Nasdaq Next Generation 100 ETF comprised of the 101st to the 200 largest non-financial companies listed on Nasdaq, the Nasdaq Next Gen 100 Index has been one of the fastest growing ETFs that we've ever launched with a partner and includes companies such as Etsy and Roku, as well as many of the fastest growing enterprise technology and healthcare companies listed on our market. As I look back at this quarter, I could not be prouder of the performance across the business. We officially celebrated Nasdaq's 50th anniversary in February and given our rich history as a technology pioneer, I remain confident that we are moving Nasdaq in the right direction for many years to come. And with that, I'll turn it over to Ann to review our financial results in greater detail.
Ann Dennison:
Thank you, Adena, and good morning, everyone. My commentary will primarily focus on our non-GAAP results and all comparisons will be to the prior-year period unless otherwise noted. Reconciliations of U.S. GAAP to non-GAAP results can be found in our press release as well as in a file located in the financial section of our Investor Relations website at ir.nasdaq.com. I will start by reviewing first quarter revenue performance as shown on Page 3 of the presentation and organic revenue growth on Pages 4 and 14. The $150 million increase in reported net revenue of $851 million is the net result of organic growth of $118 million including 17% organic increase in both Market Services and Solutions segments, a $14 million positive impact from acquisitions, and an $18 million impact from changes in FX rates. I will now review quarterly highlights within each of our reporting segments. I'll start with Investment Intelligence revenue which increased $47 million or 22%. Organic revenue growth during the period was 20%, reflecting very strong growth in our Index business, as well as strong contributions from both our market data and analytics businesses. Annualized recurring revenue or ARR was $542 million and increased 13% compared to the prior-year period. AUM and ETPs licensed to Nasdaq entities rose 87% year-over-year to $385 billion, including a 25% increase from net inflows and a 62% increase from changes in market impact. On Page 19 of the presentation you'll find our new disclosure on Net flow contribution to the year-over-year change in AUM. The segment operating margin of 65% increased one percentage point compared to the prior-year period. Market Technology revenue increased $19 million or 23%. The increase reflects organic revenue growth of $3 million or 4%, $12 million from the acquisition of Verafin which closed mid-quarter, and a $4 million impact from the changes in FX rates. Excluding a temporary $7 million purchase price adjustment on deferred revenue associated with the closing of the Verafin transaction, Verafin revenues would have totaled $19 million for the partial quarter period following the February 11, 2021 close. On 510, we showed a runoff of the remaining $23 million purchase price adjustments on Verafin's deferred revenue. The $3 million organic increase in Market Tech was driven primarily by higher SaaS based Anti Financial Crime Technology revenues, in particular from our Market and Trade Surveillance products. ARR for Market Technology was $416 million in the first quarter of 2021, an increase of 62% compared to the prior-year period, largely due to the Verafin acquisition. Excluding Verafin, Market Technology ARR increased 10% in the period. In addition to the new Market Technology reporting Adena mentioned earlier, we're supplementing this with another revenue breakdown, disclosing the recurring subscription SaaS and support licensing revenues, as well as the non-recurring professional services contributions to help investors and analysts track our progress as we continue to expand the SaaS contributions across both our Market Infrastructure Technology and Anti Financial Crime Technology businesses. The segment operating margin was a negative 2%, but would have been a positive 5% when excluding the non-cash purchase price adjustment related to Verafin deferred revenue. The 5% margin is not a level that we believe reflects the potential of the business and we continue to feel optimistic about our ambition for a margin that supports Market Technology being a Rule of 40 business in 2023 and beyond. While the impact of the Verafin purchase price adjustment on deferred revenue is temporary, and will be eliminated over the next four quarters, on a core basis, two main factors will drive our margin expansion over the coming years. First, our mix of SaaS subscription revenues within Market Technology is increasing significantly. Looking ahead, we expect it to continue to grow as we execute our strategy. This is critical because our SaaS businesses have approximately two to three times the average contribution margin of the on-premise solutions. Second, we accelerated hiring in certain areas of our Market Technology business in recent quarters and on a temporary basis allocated more of our existing resources to relatively low margin installation work, in particular, in the most complex on-premise clearing solutions. We expect the margin impact to gradually diminish over the coming years. Corporate Platform revenues increased $27 million, or 21%. Organic revenue growth totaled $24 million or 19%. And there was a $3 million impact from changes in FX rates. The organic revenue increase was primarily driven by higher U.S. listings revenues due to an increase in IPOs and higher Nasdaq private market revenues together with an increase in both IR and ESG advisory services revenues. Nasdaq private market revenues were about $6 million to $7 million higher than the average quarterly run rate of 2020. And while this business has averaged an over 40% bigger in the last three years, we would expect to see at least $5 million in sequential decline in 2Q 2021 from NTM's particularly strong first quarter. Corporate Platform's ARR was $487 million and increased 12% compared to the prior-year period. The segment operating margin of 42% increased seven percentage points compared to the prior-year period, and was driven by both the unusually strong activity on the Nasdaq private market, as well as from the substantial increase in the listed issuer bid. Market Services net revenues increased $57 million, or 20%. The organic revenue increase was $48 million or 17% and there was a $9 million impact from changes in FX rates. The organic increase during the period primarily reflects increases in cash equities and equity derivatives net revenues due to higher industry trading volumes and an increase in Trade Management Services revenues. The segment's operating margin of 67% increased four percentage points from the prior-year period, reflecting strong operating leverage on record trading revenues. Turning to Pages 9 and 14 to review expenses. Non-GAAP operating expenses increased $57 million to $393 million. The increase reflects a $24 million or 7% organic increase, an $18 million increase from the impact of acquisition, and a $15 million increase from the impact of changes in FX rates. The organic growth and expenses reflects the sum of one, relatively consistent low-single-digit percentage increase related to hiring and wage inflation; two, higher compensation expense as variable performance linked compensation increase reflecting the company's outstanding growth; and three, costs related to what has been an incredibly active capital markets backdrop. For example, costs related to increasing our trading capacity, as well as marketing commitments supporting the extraordinary number of IPO wins in recent periods. Turning to Slide 10, we're narrowing our 2021 non-GAAP operating expense guidance to a range of $1.57 billion to $1.62 billion to reflect strong and broad-based organic revenue growth in the first quarter and the impact that growth had on variable expenses like performance-based compensation and marketing commitments. As we look forward to the remainder of the year, overall as performance continues to be strong, we would expect to come in at the high-end of the expense guidance range. In addition, we expect the year-over-year organic growth and expenses to be elevated particularly in 2Q 2021 compared to 2Q 2020 as the prior-year period had a significant reduction in travel and other in-office activity due to the onset of the pandemic, as well as lower new listing activity and less performance-based compensation due to the uncertain financial environment in 2Q 2020. Moving to operating profit and margins, non-GAAP operating income increased $93 million in the first quarter of 2021. Our non-GAAP operating margin of 54% increased two percentage points year-over-year. Net interest expense was $28 million in the first quarter of 2021, an increase of $4 million compared to the prior-year period due to incremental interest expense related to the financing of the Verafin acquisition. Consistent with our reporting practice, interest expense related to acquisition financing that was incurred prior to the mid quarter close of the transaction was excluded from non-GAAP results for this quarter. And therefore, an incremental $3 million to $4 million of Verafin related interest expense will be reflected in the second quarter results. The non-GAAP effective tax rate was 24% for the first quarter of 2021, which includes a benefit related to the vesting of certain equity awards. For the full-year 2021, we still expect our non-GAAP effective tax rate to be in the range of 25% to 27% and barring any changes in the corporate tax landscape, we expect to come in near the bottom end of the range for the year. Non-GAAP net income attributable to Nasdaq for the first quarter of 2021 was $327 million, or $1.96 per diluted share, compared to $251 million, or $1.50 per diluted share in the prior-year period. Turning to Slide 11, debt increased by $349 million versus 4Q 2020, primarily due to net issuances of $435 million of commercial paper used to fund a portion of the Verafin acquisition, partially offset by an $87 million decrease in the book values of our Eurobonds caused by changes in FX rates. Our total debt to EBITDA ratio ended the period at 3.4 times, a decrease from 3.5 times in the fourth quarter of 2020. During the first quarter of 2021, the company paid common stock dividends in the aggregate of $81 million, and repurchased common stock in the amount of $162 million. Today, we're announcing a 10% increase in the regular quarterly dividend to $0.54 per share. Additionally, during the first quarter, the Board of Directors authorized an increase to the share repurchase program of an additional billion dollars, subject to the closing of the sale of our U.S. Fixed Income business, an acceleration of the issuance of Nasdaq common stock related to the sale. As previously communicated, we intend to use the proceeds from the sale as well as available tax benefits, working and clearing capital of the business and other sources to repurchase shares in order to offset EPS dilution. We continue to expect the sale to be temporarily 2% dilutive to non-GAAP EPS in the 12-month period following the close and we see immaterial dilution in periods thereafter. Overall, the actions taken during the first quarter support Nasdaq's accelerated evolution and allow the company to further concentrate its resources on technology, analytics and ESG opportunities. Thank you for your time, and I'll turn it back over to the operator for Q&A.
Operator:
Thank you. [Operator Instructions]. Our first question comes from Rich Repetto with Piper Sandler. Your line is open.
Rich Repetto:
Yes. Good morning, Adena. Good morning, Ann. And I guess, congrats on the strong quarter unique operating conditions. So my question has to do is broad, it has to do with the growth rates that we're experiencing. If you look at the overall growth rate, if you look at Corporate Platforms and Investment Intelligence, you're running three to 4X of the guidance rate. And given you still got probably the comparisons that another quarter or two were relatively stable comparisons. So when do you look at adjusting, I guess, and a lot of this is recurring revenues, as you highlighted. So when do you look at adjusting or the conservatism of the organic growth rate guidance?
Adena Friedman:
Well, thank you. Well, I would say that we are -- we only changed our outlook for our growth rates or what I would say medium to long-term revenue growth rates about two quarters ago. So I'd say that, Rich, we're still -- we still believe that those are the appropriate way, the appropriate growth rates, at least based on a kind of a three to five year time horizon. But having said that, I do agree with you that we are performing well ahead of our outlook and we're obviously extremely pleased with that performance. I think that as we continue to gain more traction across our platforms, and particularly in the Solutions segment, we certainly can look to make those adjustments, but we're sticking with the outlook at this point.
Rich Repetto:
Okay. And they're going to be increased by Verafin as well --?
Adena Friedman:
And we'll make some adjustments to that. And when we announced the Verafin acquisition, so we did make those adjustments as part of that announcement.
Rich Repetto:
Okay, congrats on the strong quarter. Thank you.
Adena Friedman:
Yes, really appreciate it.
Operator:
Thank you. Our next question comes from Dan Fannon with Jefferies. Your line is open.
Dan Fannon:
Thank you. Good morning. My question is on the Market Tech segment. Ann, you might have said this, but what was the Verafin contribution of the revenues in the quarter? And then, as we look ahead, as you talk about the margin and reiterating the long-term outlook for the margin, could you help us in the short-term as you mentioned increased costs plus the backdrop from a revenue environment? Are we looking at, what are we looking forward to see this margin march higher? Is it kind of the normalization of expenses plus the revenue or could we just see the margins expand without based on where things sit and kind of the normal progression of the ARR and other portions of the business?
Ann Dennison:
Sure. So on your first question about Verafin's contribution, so within the numbers for the partial quarter, we had $12 million of revenues related to Verafin and so -- and that included $7 million worth of deferred revenue write-down. So on a gross basis, it was $19 million for the partial quarter, which we closed the deal on Feb 11. On your -- Related to your question in Market Tech margins, as we look forward to 2023 and our ambitions of achieving the Rule of 40 for the overall Market Tech. We think the primary way we can get there is through revenue growth, part of that will be bringing Verafin on board. And then the other two things are going to, we should look to; we're going to continue to expand our SaaS offerings. We talked about the growth in our SaaS business, and the fact that our SaaS businesses come at higher contribution margins. So as we continue to expand there, we'll see an impact on the margins. And then the last thing that I've mentioned is just that, we have -- we do have some incremental costs now to deliver on some of our larger, more complex projects. We've added costs and we expect them to gradually decline over time. So when you put those three things together, we expect to achieve that Rule of 40 in 2023. And I think it just brings back, it is important to note that we're confident in the prospects of this business and our ability to be successful here.
Operator:
Thank you. Our next question comes from Alex Kramm with UBS. Your line is open.
Alex Kramm:
Yes, hi, good morning, everyone. On the Listings business. Can you just describe a little bit more what happened in the first quarter? I know you dimensionalize the private market impact, I think $7 million but even without that, it was still a very, very strong quarter on a sequential basis. And I know you highlighted SPACs in particular and I know it was a very strong SPAC quarter. But usually the initial listing fees could amortize over many years. So just wondering is the accounting difference on SPAC listings or anything that that you could point out to kind of bridge the gap and how sustainable that should be going forward given that some of the SPAC enthusiasm seems to be waning a little bit? Thanks.
Adena Friedman:
Thanks, Alex. Well, I think that really when you look at the revenue performance in the Listings business; it is on the back of three very strong years of new listings, which of course gets us to a new annualized recurring rate of Listing revenue. We had over I guess in 2019, we had a 189 IPOs. In 2020, we had over I think 314 IPOs. And then this year, already, we've had 275 IPOs. You are right though, with the SPAC Listings, it's a little different. They, first of all, they tend to come in at the capital market, because they want to pay the lowest possible fees. So contributions from SPAC if we look at an overall SPAC annual listing revenue is only about 5% of our total listing revenues. So it is a -- it's not a huge contributor. And of course, when they do combine with companies, then we have the opportunity to bring that company to Nasdaq as an operating company. And that tends to accrue to a higher fee rate. So there's a lot of opportunity from the SPACs as they make this combination to increase our revenue contribution. But it also is pretty limited risk in terms of if this SPACs are not able to find operating companies they want to combine with. But generally speaking, Alex, it's just I think it's kind of a compounding effect of multiple years where we've been -- we've been winning the majority of IPOs and frankly, the vast majority of operating company IPOs. And it's just been a favorable environment for us to be able to bring a lot of new companies to market. So I think it's a combination of all those things. And I should mention also, we had 32 new listings in the Nordics in the first quarter as well. And so that -- that -- that's really bucking the trend in Europe and we continue to see a lot of strength in our Nordics business as well.
Operator:
Thank you. Our next question comes from Ari Ghosh with Credit Suisse. Your line is open.
Ari Ghosh:
So Adena or Ann, back on Market Tech. So just looking at the Anti Fin Crime bucket, including the four Verafin contribution that you called out, that looks stronger than what we expected just looking at that $46 million bucket for the quarter. Could you talk about either lumpiness or seasonal factors driving that during the quarter, is it anything that we should be thinking about or even as we think about the rest of the year. And related to that, you've noted that you continue to see a little bit of pressure within the Market Tech bucket as a result of the pandemic that hasn't entirely gone away. So just any color as to if I think about the Legacy business on X of Verafin, thinking about the 8% to 11% organic growth rate, if you think about 2021, is that still a feasible and reasonable kind of growth rate? Again, I know it's more of a medium term rate. So if we think about 2021, when we think about the legacy business, is that 8% to 11% still an achievable rate given some of the headwinds and pressures that you're seeing in the business? Thanks a lot.
Adena Friedman:
Great. Sure. Yes, on the Anti Financial Crimes side, it is largely a SaaS oriented business. There are -- so we think about what we put into Anti Financial Crime Sub Segment are the surveillance solutions to market. Some of those are still on-prem, but they're long-term licensed or licensed revenues, not a lot of project-related costs, because that's a pretty a more standardized service. Then you have the SaaS business related to the surveillance for our trading firms and it's all SaaS. And then you have the risk management solutions to both markets and broker dealers, and there that has both the combination of on-prem and SaaS solutions. And then lastly, you have Verafin which is entirely a SaaS business with very low professional fees. So generally speaking it's -- what you're seeing in the quarters is a relatively recurring element of kind of what the potential of the business is. As I mentioned before, we did have 10% growth in our Anti Financial Crime business, absent Verafin. So we continue to see really strong demand for all of those solutions. I think that in terms of the overall growth rate for Market Tech absent Verafin, as we mentioned, the Market Infrastructure Technologies part of the business has been more materially impacted by the pandemic, and we're still in a pandemic. So, we're still not able to go visit clients. These are generally in oftentimes particularly for new clients, these are large scale decisions that they're making, to have us partner with them to build and support them, and their core business technologies. So they tend to be sales cycles that resulting from relationships and it's harder to establish and manage those relationships if we can't visit our clients. So that is still the case, because of the pandemic. However, having said that our existing clients, they really spent last year focusing on managing the very high volume environment in a pretty dynamic capital markets environment as well. As they come into 2021, we are having more constructive conversations with them around thinking longer-term again, thinking about how they want to continue to advance their technology. So we're certainly seeing encouraging signs of working with our clients. But as I said in my comments, we would expect that the short-term growth rates on that part of the business would be -- will be moderated. And but over time, we're not changing our medium to long-term outlook on the overall business because we have confidence that will recover.
Operator:
Thank you. Our next question comes from Mike Carrier with Bank of America. Your line is open.
Mike Carrier:
Hi, good morning, and thanks for taking the question. Adena, the organic growth has been great in some areas have benefited there from the favorable market backdrop that you mentioned for areas like Index and Listing. But is that moderate when you get past COVID. Do you highlight some of the areas may be negatively impacted by COVID, because you know over the last couple of quarters and talking about Tech that could have financial upside as to a more normal level and maybe offset some of those areas that eventually normalize at some point? Thanks.
Adena Friedman:
Yes, sure. Thanks Mike. So I think that the there are two areas we've been highlighting that I think you're starting to see more of a recovery already in eVestment, but eVestment certainly in 2020 had more of an impact. And I would say eVestment and Solovis, I should say together. The Investment Management community and the asset owners were also dealing with a lot of change, a very dynamic environment; they weren't sure whether this is going to be a sustainable market trend. And so they were, they really pulled back on buying decisions around any sort of analytical tools. So, but what we are seeing, as we've mentioned in the first quarter is that we maintain these conversations and relationships, we definitely, I think through our all-in pricing model that we've shifted to in 2019, really, it helped us actually retain a lot of clients in 2020. And therefore, now going into 2021, we're seeing that investment managers and asset owners are back in the market to really find ways to frankly manage these very dynamic portfolios. So and we've also done more to create a more all-in solution, particularly for asset owners across Solovis and eVestment. So we're seeing a lot of nice upswing now coming into 2021 off the back of a pretty impacted 2020. I think Market Tech, as we've mentioned, particularly the market infrastructure technology is the other area that's been impacted. And then across the rest of it, I would say that it's and actually I would say somewhat in the governance area, on the governance platform solutions. We -- it's harder; we do a lot of work there. But again, I think a lot of corporates we're dealing with downturns; we're dealing with a lot of challenges. And so it was a harder sales environment for that team as well, last year and we're starting to see some recovery there as well, but that would be another area where we hope that we would have more pickup in 2021 and beyond.
Operator:
Thank you. Our next question comes from Chris Harris with Wells Fargo. Your line is open.
Chris Harris:
Great, thank you. Can you update us on how you're feeling about Verafin's backlog and outlook now that the acquisition is closed? And I believe this was a business that was growing around 30% prior to the acquisition, and is that kind of like a good bogey to be thinking about going forward?
Adena Friedman:
I can say that we ended 2020 on very much on plan and started 2021 very much on plan. So we're very pleased that I mean the business it's a great business, but it's also just a great team. And they're extremely focused. And I think that they're focused on the right path forward. So they're very much on plan with what we talked about when we announced the acquisition.
Operator:
Thank you. Our next question comes from Brian Bedell with Deutsche Bank. Your line is open.
Brian Bedell:
All right. Great, thanks. Good morning, folks. Maybe also just on Verafin. Another one, just in terms of that revenue contribution run rate, I think you said, Ann, $19 million pro forma with the revenue recognition. So given that closed early to mid-February, should we be thinking about a core revenue number around that $35 million area for the second quarter just trying to gauge sort of the volatility or stability of that revenue stream. And then, Adena, if you talk about maybe thoughts around revenue synergies with being able to introduce the Verafin product and teams to the Tier 1 and Tier 2 banks, I know that's a long timeframe that will evolve over time, but maybe some thoughts about how you think that might progress and add to the Verafin revenue base?
Adena Friedman:
Sure, go ahead, Ann.
Ann Dennison:
Sure. So I'll start on your first question, Brian. If you think about Verafin as we shared as part of closing the transaction and announcing a transaction, and estimated about $140 million in revenues -- in gross revenues before the purchase price adjustment. So we've provided the details on how the purchase price adjustment is going to play out over the year. If you take that $140 million and back out the purchase price adjustment, and then apply a proration based on February 11 close date. That's how you can think about what our expectations are at this point --
Adena Friedman:
For 2021.
Ann Dennison:
For 2021, sorry.
Brian Bedell:
For 2021, yes, okay.
Adena Friedman:
Okay. With regard to the longer-term, I have to say that we've already gotten off to a really, really great start in working with them and collaborating with them on client introductions and understanding where they want to focus on their sales activities. But they also are really, really focused on continuing to invest in R&D, invest in the business so that we can really become the preeminent Anti Financial Crime Technology provider to banks of all sizes, right, so the largest banks and the smallest banks. As we mentioned, when we announced the deal, and at closing, we do -- we will be working with them on to support their investments and certain things that certain technology capabilities that we have that we think that can be additive to their capabilities that can really make it to that as we go into the Tier 1 and Tier 2 banks we have just a -- Tier 2 banks -- we have just a fantastic solution for them. But that is, as you mentioned multiyear strategy. And so we've gotten a lot of inbound demand from our Tier 1 and Tier 2 banks to understand what the solution is and how it works. We're actually able to go in with some point solution sales into particularly Tier 2 banks that we think that are going to be relevant and allow us to lend and expand. And then we had or I should say Verafin had their first client sign up for to help them with some Fraud detection in a European Bank. So we're pretty excited about the fact that even just right on the heels of the acquisition, we're already seeing opportunities there. So we see a lot of good opportunities for us to collaborate with them that will support their growth rate over the longer term.
Brian Bedell:
It sounds great. Really good progress. Yes, thank you.
Operator:
Thank you. Our next question comes from Simon Clinch with Atlantic Equities. Your line is open.
Simon Clinch:
All right. Thanks for taking my question. And I wanted to carry on with the topic of Verafin here, just because I think you've mentioned before that you fully expect at some point to be able to accelerate the revenue growth as you penetrate Tier 1 to 2, but I understood that it was a case of getting the product right for a particular market. And I'm interested that you just mentioned that Verafin have signed their first European Bank, it wasn't long ago, where you're still trying to tweak that product for the right market. So could you give us a sense of where you are in terms of the product readiness for Tier 1 and Tier 2 as it stands today?
Adena Friedman:
Yes. I think that they certainly have seen really nice demand pickup in the what I would say $50 billion plus in assets, kind of banks that they continue to penetrate that that sector quite successfully. And they have an all-in full solution that really supports kind of a full platform for those banks. As they've been going in and starting to engage with $100 billion and plus type of banks, and really the large, the very large banks, they are finding opportunities to come in with a specific solution like a part of their offering. And that that they do have part of their offerings are quite relevant to the needs of those banks in terms of what I would call more of a like point solutions approach. So what we want to be able to do is become that all-in platform partner to those banks over time. So there may be some shorter term opportunities like we have at the European company to have a nice specific sale of a specific capability now that we're very, very good at. But then overtime I think that the real revenue opportunity will come if we can really build that out to become more of a holistic platform partner. So I just wanted to know, it's obviously very early days, there's a lot of enthusiasm, a great sense of partnership. And the ability for us to open doors but it will be it'll take time for us to get the solution and investment that we want to make in the business so that we can get that solution to become the preeminent platform across the entire industry.
Simon Clinch:
Okay. And just following on from that, could you walk us through sort of what the competitive environment looks like in that sort of fraud detection and financial crime space, it seems very fragmented to me. But I'm kind of curious, how are you just competing with really inefficient internal systems predominantly at the banks? Are there actually sort of legacy providers that you need to disclose?
Adena Friedman:
It's a combination of things. It is quite, it is actually quite a fragmented market. It's also a huge market opportunity, right. So you're talking about $12 billion of potential TAM, I think that we're positioned to be able to serve at least $6 billion to $8 billion of that TAM. So it's a huge market opportunity. It's a huge and growing problem. So I kind of equated in some respects, well, first of all, I think that there will be certain platforms that kind of emerge as the ones that the banks rely upon for all of their core work. And then there'll be point solutions and other innovations that come in on top of that, that we should be in a position either to acquire or integrate or partner with to make it so that we can continue to manage the dynamic needs of our clients. So I think that is the case. But there are some incumbents and I would say many are on-prem solutions that are not nearly as nimble or flexible, which is what I think Verafin has been very successful displacing in recent years, as well as a lot of internal build, particularly for the larger banks, the internal builds. And then at the very smallest end, there are a lot of small point solutions, providers that Verafin also competes very successfully against. And they've done a nice job of working with a lot of the more core banking platform providers to integrate Verafin into this platform, so that as our client is taking one of these core platforms, the banking platforms, they know that they have the benefit of Verafin as part of that.
Operator:
Thank you. Our next question comes from Ken Worthington with JP Morgan. Your line is open.
Ken Worthington:
Hi, good morning. We've seen a steady increase in equity trading in dark markets in off exchange. Does moving volume back on exchange rank in your priorities when communicating with the new leadership at the SEC? And if so what tools and approaches do you think make the most sense for regulators to consider should moving trading from the dark markets to the lid emerged as a top priority for them?
Adena Friedman:
Great. We're excited to have Gary Gensler coming to the role of Chairman, I think that it's great to have a leader within the SEC that really understands markets and market structure. So he is certainly a market structure expert. In terms of the priorities, I think on the back of some of the retail trading trends and hearings that happened in Washington, I do believe this will be a focus area for the SEC, and they're already working on a kind of a white paper, a thought piece around it, to go out and get comments and input from the industry. When it comes to part of that is, is a discussion of the dark trading, because when you look at the composition of the markets in the U.S., almost it's like 40% to 50% it's like I would say 45% or so of the trading today is done in the dark, and the vast majority of that is retail. So that means that the retail orders are not getting exposed to the lid exchanges, and they're not therefore contributing to price discovery. And therefore, then you have to sit there and say well, do we have the best reflection of price discovery if only half the market is being exposed and displayed? So I think, Ken, it is an area of focus for us. It's one of several things that we -- I think that the SEC and us and others will be focused on, as we look at how to continue to make market structure improvements. It's -- one of the great things about this business. Honestly, Ken, as you know, it's like an eternal learning curve. It's one of the things that keeps me so interested. And it's just fascinating to see how the markets evolve. But as we continue to evolve those markets, I think that some focused areas that we think will be important are to look at settlement cycles to see if we can go from two-plus-two to two-plus-one as well as to look at the margin calculation process and giving people a little bit more clarity as to the margin obligations. The second is on short sale disclosure. We do believe that that long positions are disclosed or positions are not and it just seems like an unfortunate asymmetry. And then the third is on market structure and trying to level the playing field between exchanges and off exchange players, but not in a way that's unnatural, but in a way that just allows us all to compete successfully. And, one of those examples would be tick size -- minimum tick sizes and minimum trade sizes and things like that. But that's one of several things that we would want to have the SEC consider.
Operator:
Thank you. Our next question comes from Owen Lau with Oppenheimer. Your line is open.
Owen Lau:
Good morning and thank you for taking my question. I want to go back to Nasdaq private market. Could you please talk about how sustainable the activity is in NPM and then after Coinbase directly staying, how should we think about the role of NPM in the whole crypto space? Thank you.
Adena Friedman:
Great, hey, Owen. So NPM did have an outstanding quarter. And frankly, we had a really, really strong year in NPM last year, too. It really picked up in the second half, like the first half, particularly as we got into the pandemic became really slow. And then suddenly in the second half, we had a whole range of programs coming out, and it really -- activity picked up and gave us a great fourth quarter and now a great first quarter. I think that we should recognize that more and more companies are seeing -- more and more private companies are seeing NPM as a good way for them to manage long-term liquidity needs of their employees and investors without having to bring themselves to the public markets, or ahead of bringing themselves to the public markets where as you mentioned, with Coinbase having some of that liquidity done in the private markets ahead of time, kind of position them really well for their direct listing and gave them an investor base that they could walk into their listing with, in a way that was very sustainable and strong. And so I think that would be a good example of how companies I think increasingly are using the private markets as a kind of a lead in into a direct listing. And we see that as a really encouraging sign for our business and for the relationships we have at our companies. I think their crypto space; it's a good question, Owen, as to whether more crypto-oriented companies will be coming into the public markets on the back of Coinbase. And whether or not they also would choose that path. And if that's the case, then I think the Nasdaq Private Market is a natural way for them to manage that private liquidity ahead of an IPO.
Operator:
Thank you. Our next question comes from Kyle Voigt with KBW. Your line is open.
Kyle Voigt:
Hi, thanks for taking my question. Maybe just a follow-up related to crypto, we're seeing a significant increase in institutional adoption and some large traditional financial players stepping into the space for the first time. I know, I think your technology is powering some crypto exchanges today. But just curious to hear whether you think there's an opportunity to eventually more directly participate in that space?
Adena Friedman:
Great, thanks. The way I look at the crypto markets and the overall cryptocurrency economy is that it's in a very -- it's still in a very early stage. And that's great, because I think we've seen this really elegant construct come into the ecosystem in terms of what the Blockchain and what you can do with it, you're seeing now some really interesting and tangible applications of it that have been more geared up until recently towards retail. But now you're starting to see institutional players recognizing that this is an construct that really could become part of mainstream commerce. So it's that classic product lifecycle that's really starting to develop and you're seeing where all the early experimentations turn to early businesses turned into proliferation of businesses now are turning into, I would say more concentrated but still very, very early, early lifecycle type of companies emerging. And so it does give us time for us to figure out the right path for us our -- as you mentioned, our initial involvement in crypto has been with our technology. And that's been really great. We are partners with several crypto markets on their surveillance and their technology bit and that's one of the big concerns with crypto has been around making sure that the markets are fair for all participants. And so our technology is highly relevant, they're managing trading and frankly, the scalability of trading that they've had to deal with. Our systems are designed for scale. So I think that that also really gives us some real advantage. And then we actually have launched with a partner, Crypto Index, and we've turned that into investable products outside the U.S. and we're hoping with a second partner to kind of hopefully bring that into the U.S. in coming months. So we do have some really interesting ways for us to participate in the crypto space. But we're still evaluating what should our long-term role be? And how will the markets evolve? And obviously, there are some great, great winners, including Coinbase, of course, in terms of developing the marketplaces of the future.
Operator:
Thank you. Our next question comes from Ken Hill with Loop Capital. Your line is open.
Ken Hill:
Great, good morning. I had a question about ESG. Within your complex there, put up good 8% growth here, that seems to be above your targeted rate for corporate platforms. I know that's kind of overshadowed now, by the Listing services piece of it. But could you give maybe an outlook on ESG and how that's developing within Nasdaq and then maybe how that varies by geography as well, and what you would expect maybe here in the U.S. here over time? Thanks.
Adena Friedman:
Sure. Yes, we're really encouraged by what we've been doing to develop at our ESG solutions. And again, it is early days. At the Investor Day, we gave a view that we would hope that these types of new ESG services that we've launched and products that we've launched would generate at least $50 million over five years. And so $50 million a year, five years later, sure, if you're clear. But I think that we obviously are quite encouraged by the fact that we've had some really great adoption of our ESG solutions by companies. We also have actually incorporated our ESG solutions into our IPO package now. So we'll get more and more companies adopting them and that gives us longer-term revenue opportunity with them as well. And we do obviously think that this is a trend that is here today. It's something that we believe will drive a lot of corporate decision making in the future, and we want to be that partner to the corporates to help them navigate this landscape. The business that we have launched and the services we offer are as popular in the U.S. as they are in Europe. So we already have, I would say we've had really good adoption of the products in the U.S. But in the Europe we've had, it's more mature. And so there's more. We've had more sustainable bond listings and other capital listings that also we support in Europe, in addition to helping our clients through standard setting and reporting, et cetera. So I think that it's an interesting dynamic space. And it's one we're quite encouraged by.
Operator:
Thank you. And that's all the time we have for questions. I'd like to turn it back to Adena for closing remarks.
Adena Friedman:
Great. Thank you. And thank you very much for your time today. We're very pleased to see our businesses delivering strong organic revenue growth in the quarter. You're guided by our strategic direction. We have a clear focus for the remainder of 2021, as we reimagine markets to realize the potential of tomorrow. I look forward to updating all of you on our progress in the months to come and thank you and have a great day.
Operator:
Ladies and gentlemen, thank you for standing by, and welcome to the Nasdaq Fourth Quarter 2020 Results. At this time, all participants lines are in listen-only mode. After the speakers’ presentation, there will be a question-and-answer session. [Operator Instructions]Please be advised that today’s conference is being recorded. [Operator Instructions] I would now like to hand the conference over to your speaker today, Mr. Ed Ditmire, Vice President of Investor Relations. Please go ahead, sir.
Ed Ditmire:
Good morning, everyone, and thank you for joining us today to discuss Nasdaq’s fourth quarter and full-year 2020 financial results. On the line are Adena Friedman, our CEO; Michael Ptasznik, our CFO; John Zecca, our Chief Legal and Regulatory Officer; Ann Dennison, our Chief Accounting Officer and Incoming CFO; and other members of the management team. After prepared remarks, we will open up to Q&A. The press release and presentation are on our website. We intend to use the website as a means of disclosing material, non-public information and complying with disclosure obligations under SEC Regulation FD. I would like to remind you that certain statements in this presentation and during Q&A may relate to future events and expectations and as such constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. Information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press release and periodic reports filed with the SEC. I will now turn the call over to Adena.
Adena Friedman:
Thank you, Ed. Good morning, everyone, and thank you for joining us. Before I begin my remarks, I would like to note that we are starting the new year at the depths of the COVID crisis and we continue to focus on maintaining our employees’ health and safety while executing on our critical role in facilitating capital raising, liquidity and price discovery in the economies in which we and our clients operate. While we manage through this very challenging environment, the rollout of the vaccines provides a new hope for 2021. Throughout this health crisis, I have remained extremely proud of the resilience of Nasdaq’s business, our team and our client community. Over the past year, we have deepened our partnerships with our clients and worked together with them to ensure that resiliency of the capital markets to handle unprecedented volumes and to facilitate near record levels of capital raising across our listed companies. Capital markets and the role Nasdaq plays within them have never been more important as a critical source of funding and liquidity for innovation and job creation, including vaccine research and production as well as for funding and liquidity needed to help companies weather through this very challenging period. We remained steadfast and unwavering in our commitments to our employees, our clients and our mission as we enter 2021. My remarks today will focus on the following areas
Michael Ptasznik:
Thank you for those kind remarks, Adena and good morning, everyone. My commentary will primarily focus on our non-GAAP results and all comparisons will be to the prior year period unless otherwise noted. Reconciliations of U.S. GAAP to non-GAAP results can be found in our press release as well as in a file located in the financial section of our Investor Relations website at ir.nasdaq.com. I will start by reviewing fourth quarter revenue performance as shown on Page 3 of the presentation and organic revenue growth on Pages 4 and 14. The $142 million increase in reported net revenue of $788 million is a net result of organic growth of $126 million, including a 27% organic increase in market services and a 16% organic increase in the solution segments, a $3 million dollar positive impact from acquisitions and a $13 million positive impact from favorable changes in foreign exchange rates. I will now review quarterly highlights within each of the reporting segments. I start with investment intelligence revenue, which increased $53 million or 27%. Organic revenue growth during the period was 25%, primarily reflecting very strong growth in our index business and positive contributions from each of the market data and analytics businesses. Annualized recurring revenue or ARR was $560 million and increased 9% compared to the prior year period. As a reminder, revenues related to index AUM and futures trading are not included in the ARR definition. First quarter 2020 operating margin of 65% increased 4 percentage points compared to the prior year period while the full year 2020 margin of 64% was 1 percentage point versus 2019. Now, looking forward to the first quarter of 2021 for index, trading activity of instruments licensed to our indexes achieved certain thresholds earlier in the year. That triggered an increase in licensing economics in the third and fourth quarters of 2020. While the confidentiality of our index agreements limits the detail we can provide on this, what we can say is that as we begin 2021, the economics of some of the agreements reset for the new year and this will lead to approximately $7 million of lower revenue in the first quarter of 2021 compared to the fourth quarter of 2020. This assumes similar trading activity and product mix in the two periods. Turning to market technology, revenue increased $8 million or 8%. Organic revenue growth totaled $4 million or 4% and there was a positive $4 million impact from changes in foreign exchange. The organic increase was driven primarily by higher SaaS revenues. ARR was $283 million and increased 9% compared to the prior-year period. The operating margin was a negative 1% in the period and was impacted by the previously mentioned $25 million reserve related to the expected loss on the market technology implementation project. Excluding the reserve, the operating margin was 23% in the fourth quarter of 2020 compared to 24% in the prior-year period and 16% for the full year 2020 unchanged from 2019. Corporate platforms revenues increased $15 million, or 12%. Organic revenue growth totaled $13 million or 10% and there was a $2 million positive impact from changes in foreign exchange. Organic revenue growth was primarily driven by an increase in U.S. listings revenues, increases in ESG Services revenues and growth in Nasdaq private market. ARR was $470 million, and increased 9% compared to the prior year period. During the fourth quarter of 2020, the operating margin of 31% for this segment was down from 35% in the prior-year period. The decrease in the operating margin was primarily due to higher variable compensation and marketing expenses during the period in support of a very strong IPO activity. For the full year 2020, the corporate platforms operating margin was 36%, unchanged from 2019. Market services net revenues increased $66 million, or 29%. The organic revenue increase was $60 million or 27% and there was a $6 million impact from changes in foreign exchange. The organic increase during the period primarily reflects increases in cash equities and U.S. equities derivatives net revenues due to higher industry trading volumes. For the fourth quarter 2020, market services operating margin of 61%, increased 6 percentage points from 55% in the prior-year period and full year 2020 margin of 62% was 5 percentage points higher than 2019, each comparison reflecting strong operating leverage on the higher trading revenues. Now, earlier today, Nasdaq Clearing received the Swedish Financial Supervisory Authority’s or SFSAs decision following their supervisory review initiated after the member default following the extreme market movement on our Nordic commodities market in September of 2018. The SFSA decided to issue a warning and an administrative fine of approximately $36 million. Nasdaq Clearing has been cooperating throughout the investigation with the regulator and maintains a constructive working relationship with the SFSA. Immediately following the event and independent of the SFSA review, Nasdaq Clearing launched a comprehensive enhancement program to strengthen the resilience and robustness of the clearinghouse. We are comfortable that the program effectively addresses the observations made by the SFSA in their review. While the SFSA recognize the changes made by the clearinghouse, our initial review indicates that the findings appear to be disproportionate to the severity and impact of the incident and to the size of the commodities business that the clearinghouse serves. We are continuing to review the decision and evaluating our legal options and we’ll communicate any next steps to our members and the broader public in due course. Now, turning to Pages 9 and 14 to review expenses, non-GAAP operating expenses increased $71 million to $406 million. The increase reflects a $53 million, or 16% organic increase inclusive of the $25 million reserve related to market technology. Excluding the reserve, the organic increase was $28 million, or 8% as compared to the total organic revenue growth of 20%. The increase was also due to a $6 million increase from the impact of acquisitions and a $12 million increase from the impact of changes in foreign exchange rates. As noted in our January 12 press release, the full year 2020 non-GAAP operating expenses of $1.41 billion were above the high-end of our prior guidance range due to three primary factors. First, higher performance compensation and variable expenses related to higher-than-expected fourth quarter 2020 revenues associated with elevated trading volumes, a quarterly record in assets under management in licensed ETPs and a multi-decade high in the number of Nasdaq IPOs; second, the impact of changes in foreign exchange rates; and third, the $25 million reserve related to the expected loss of the Market Technology implementation project. On that last item, I will spend a moment explaining the accounting aspect of the reserve. The accounting for highly customized software system delivery contracts, such as certain of our Market Technology contracts requires us to record a loss in the quarter when it becomes probable that costs will exceed future revenues from the contract. During the fourth quarter, as part of our regular review of significant implementation projects, we refined and revised our plans relating to a large-scale post-trade clearing implementation project for a specific client. In that process, it became probable that we would incur a loss over the remainder of that particular project in part due to the logistical implications of COVID-19. As a result, we recorded the $25 million reserve that reflects the expected loss. Turning to Slide 10, we are initiating our 2021 non-GAAP operating expense guidance range of $1.55 billion to $1.62 billion. The expense guidance range at the midpoint reflects an approximate 3% organic increase compared to 2020 excluding the $25 million reserve on the Market Tech contract. An additional approximate 3% increase due to changes in foreign exchange rates, as well as expenses due to the net impact of M&A. The guidance does reflect the anticipated closing of Verafin acquisition in the first quarter of 2021. Now, moving to operating profits and margins, non-GAAP operating income increased $71 million in the fourth quarter 2020 and the non-GAAP operating margin of 48% was unchanged year-over-year. Excluding the impact of the $25 million reserve, the non-GAAP operating margin would have been 52% in the fourth quarter, up 400 basis points versus the prior year. Net interest expense was $24 million in the fourth quarter 2020, a decrease of $2 million versus the prior-year period. The non-GAAP effective tax rate was 25% for the fourth quarter of 2020 and 26% for the full year 2020. For the full year of 2021, we expect the non-GAAP tax rate to be between 25% and 27%. Non-GAAP net income attributable to Nasdaq in the fourth quarter 2020 was $268 million, or $1.60 per diluted share, compared to $215 million, or $1.29 per diluted share in the prior-year period. Turning to Slide 11, debt increased by $1.97 billion versus September 30, 2020, primarily due to bond issuances of $1.88 billion in December and an $89 million increase in our outstanding Eurobond book values caused by a stronger euro. The proceeds of the December offering are expected to be used to partially finance the Verafin acquisition, along with additional borrowings of approximately $500 million prior to the closing of the transaction. Our total debt-to-EBITDA ratio ended the period at 3.5 times, an increase from 2.4 times from the third quarter of 2020. During the fourth quarter 2020, the Company paid common stock dividends in the aggregate of $81 million and repurchased common stock in the amount of $36 million. And during 2020, the Company also repurchased common stock in the amount of $222 million. Now, I’d like to provide a brief update on the acquisition of Verafin. We continue to progress through the regulatory approval process and expect Verafin to close in the first quarter of 2021. As a reminder, we are projecting in excess of $140 million in Verafin revenue for the full year of 2021. This will need to be adjusted for both the actual closing date, as well as the impact of an accounting writedown of deferred revenue. We currently estimate this purchase price adjustment on deferred revenue to total $35 million, which will impact recognized revenues over the 12-month period following the close. The acquisition of Verafin is expected to deliver non-GAAP EPS accretion beginning in 2022 and increase thereafter. And I’ll remind investors and analysts that Nasdaq’s organic growth calculation reflects contributions from acquired businesses beginning 12 months after close, and as such, Verafin will be included in organic growth beginning in the first quarter of 2022. Finally, as Adena mentioned, this will be my 73rd consecutive and last quarterly call before retirement. I want to take a moment to thank my incredible team and outstanding colleagues for all their extensive efforts, contributions and kindness during my time here at Nasdaq. I also want to thank Adena for her exceptional and principled leadership. It has been an honor and an education working for Adena and our esteemed Board of Directors. I also want to express my appreciation and gratitude to you, the investors and analysts with whom I’ve had the pleasure and privilege of working with over the years. And I especially want to thank my family for allowing me the time to pursue my career and I’m very much looking forward to be able to repay them some of that time, whether they want it or not, over the coming years. As I said on the last call, I could not be more excited that Ann will be taking hold of the CFO reigns. I’ve so enjoyed working with her, she is a person of integrity, intelligence and initiative who I am confident will serve this organization with excellence. Ann, I look forward to you breaking my quarterly record as CFO of an exchange group and I will definitely hologram into the Q2 2039 investor call when that occurs. And with that, I’ll turn it back to the operator for Q&A.
Operator:
Thank you. [Operator Instructions] Our first question comes from Rich Repetto with Piper Sandler. Your line is open.
Rich Repetto:
Yes, good morning. First, I want to congratulate both Michael and Jeremy as they move on to the next phase of their career. But both have deep roots in the exchange space. So I congratulate both guys. So, my question is mainly for Michael. I didn’t fully understand, I guess, the drop in revenues, I think it was for an investment intelligence, but the overriding question here is really for you, Adena. It’s – when you look at the organic growth rate, I know you adjusted it up for Verafin a bit. But if you take, for example, in Investment Intelligence, the 5% to 8%, we have run at 18% and 25% the last two quarters. Is it still – I think the range is still reasonable for the run rate to your experience and especially in Investment Intelligence?
Adena Friedman:
Sure. Why don’t I – I’ll actually start with having Michael just make sure he clarifies the index revenue discussion that he had of the fourth quarter versus the first quarter if you want to provide any clarification, Michael? And then I will answer the broader question, Rich.
Michael Ptasznik:
Yes, Rich, the – I can’t go into too much detail, but basically, the way the contract works is that there are certain elevation points in the contract. And so what we want to basically try to say is that some of those reset at the beginning of each year and so depending on activity and on a comparable basis then Q1 of 2021 if it has the same mix and the same trading activity as compared to Q4, there will be a $7 million decrease in the run rate for that – in the amount for that period in Q1. Does that answer that question?
Rich Repetto:
Yes, yes.
Michael Ptasznik:
Okay, great.
Adena Friedman:
Okay. Yes. And in terms of the broader question, Rich, we obviously are extremely proud of the growth that we’ve been experiencing in our Investment Intelligence segments. And we are so pleased by the level of investor interest in our indexes and we do think that our index franchise generally does lean into the future of the economy. So we are very pleased with that. I think we also are seeing solid growth across market data and the analytics businesses and that are more stable, but also just really, really strong. So whether or not you are asking whether we would change our medium to long-term outlook for the business, I think that we are maintaining our medium to long-term outlook for the business on the back of the fact that index values can fluctuate. But I also agree that as we continue to perform and we continue to see progress in the business, we will, of course, continue to update our outlook for that business.
Rich Repetto:
Okay. Thank you very much.
Adena Friedman:
Sure.
Operator:
Thank you. Our next question comes from Dan Fannon with Jefferies. Your line is open.
Dan Fannon:
Thanks. Good morning. My question is around the Market Tech segment. So if you could discuss the order intakes, the decline kind of quarter-over-quarter and year-over-year. I know you have mentioned kind of COVID and some delays in implementation, so maybe discuss that? And then in the context of the charge and then what that means as we think about the margin for that business going forward as you kind of restructure that contract and the progress and the growth in margin that you’ve talked about over a multi-year time period, does that accelerate this as you kind of reset the bar for some of the more unprofitable contracts?
Adena Friedman:
Okay, great. Thanks. So on order intake, I would say that the primary driver of a lower order intake for 2020 has been the impact of the COVID situation. When we think about our engagement with our clients and particularly for those that are taking on some very significant projects with us, I think there are two things that come into play. First is the fact that many of our market infrastructure operator clients have been really, really focused on managing the capacity and resiliency in this year where they have all experienced very high volumes. And we are very proud of the fact that our technology has served them well, but they have been more focused on the here and now and some of the projects that they have been planning to do and planning to work with us on early in the year were temporarily put on hold. So we are starting to engage more productively with them as they start to think through the future. I am going into 2021. But I definitely think that was part of it. And then the second thing is that when we are engaging with new clients and we did sign, as we mentioned, we did sign 29 new clients in 2020. But it is important, in some cases, particularly with the larger ones that would drive the order intake number that they have a lot of engagement, including in-person engagement and that’s been much harder this year. So, some of those projects again have just had elongated sales cycles. So, I think it really has been a COVID impact on order intake, primarily. In terms of the margin going forward, I think the way to look at that particular situation was, it is an isolated situation. We have had actually – we have signed over the last five years 38 new clients that would be in a similar situation where they have very - they have large scale contracts, we do quarterly reviews, we have a steering board internally to track and monitor the projects and this is the only one in which we are seeing a situation where we have a loss. But in that particular case, we are recognizing that loss now, which then for the remaining life of the contract means, we will not recognize a loss, assuming it goes according to our expectations. I think though that - but it doesn’t accelerate the margin. It just – it makes it, so that this one isolated situation doesn’t have a negative impact on the margin going forward. I hope that answered your question, Dan.
Dan Fannon:
Yes, thanks.
Adena Friedman:
Okay, great. Thank you.
Operator:
Thank you. Our next question comes from Brian Bedell with Deutsche Bank. Your line is open.
Brian Bedell:
Great, thanks. Good morning. Maybe just a quick two-parter there. Just Listing Services obviously very strong, just wanted to get a better handle on the - I know there could be episodic movements in that line on a sort of quarterly basis in terms of how the revenue is calculated, but given the very strong environment that we have seen, maybe just sort of an outlook as we come into 2021 on the revenue side of that? And then I missed part of the Verafin revenue expectation if you could just clarify, Michael, I got the $35 million of deferred revenue, which if you could just clarify if that will be included in your adjusted results and a contra revenue for 2021 for Verafin and then to reiterate the top line that you mentioned for Verafin in 2021? And congratulations by the way as well.
Adena Friedman:
Thank you. Yes, great. Thanks, Brian. I will answer the listings question and I’ll turn it over to Michael for the Verafin question. On the listings side, I think that if you think about the key drivers of recurring revenue in that business and much of the revenue is recurring in that business, having recently mentioned the fact that we had a net increase of 8% in terms of total listings on that business year-over-year. We spend - if that’s the exit rate, that becomes the entry rate for 2021. So – and as you know, we collect fees annually and we collect them in the beginning of the year. So, I think that, that’s one thing to think about in terms of the fundamental drivers of the business. I think the second thing is that as we look at our SaaS businesses, our IR services, particularly, our IR technology and board portal business as well as the one report system, those are all kind of what I would call reoccurring contracts, many of them are multi-years, some of them, many of them, of course, recur year-over-year. And so if you have a higher exit rate for last year 2020 and therefore you have a higher entry rate for 2021 that obviously occurs for benefits. But you are right that there are some revenues on what we call our advisory service, including our ESG advisory services that are project-based. And so that revenue is more that we might have a one-time project, we might have recurring projects, but that part of the revenue is a little less recurring. So hopefully, it gives you a sense of how to think about the fundamental drivers of that business as we go into 2021. Why don’t we turn it over to Michael on the Verafin question?
Michael Ptasznik:
Yes, thanks Adena. So, on Verafin, we said consistently what we said when we announced the transaction that the 2021 revenue we would anticipate to be in excess of $140 million. But there is the couple of adjustments and the first adjustment is that obviously we will have to adjust that for the timing of the closing which we do anticipate to be in Q1. So, the 140 is a full year number and so we just have to prorate that accordingly for the amount and once we close the transaction. Secondly, we currently estimate that the purchase price address from either deferred revenue which will be reflected in our results will come off of that $140 million or the prorated $140 million in the first year as well. And so we estimate that there will be a $35 million reduction to that adjusted number in the first year of results.
Brian Bedell:
And that eliminates for 2022 right, so we go back to the 140 plus – the 30% growth rate or whatever we have for Verafin in ‘22.
Michael Ptasznik:
Well, it’s technically over the first 12 months or so and again, we are finalizing the adjustments, we will be able to provide more updates on that in the next quarter results. So we will be able to fine tune that number a little better, but it’s over the first 12 months. So, it could flow into 2022, but only really through Q1 since we expect the transaction to close in the first quarter.
Brian Bedell:
Great. Thanks very much and congrats again, Michael.
Michael Ptasznik:
Thank you very much for the questions.
Operator:
Thank you. Our next question comes from Alex Kramm with UBS. Your line is open.
Alex Kramm:
Hey, good morning, everyone. I think just a few cleanup questions here on – I guess investment intelligence. On the index business, can you just give us the breakdown between trading and AUM? And then, on market data specifically audit fees and why the sequential decline in that line? That’s it for me. Thanks.
Adena Friedman:
Sure. So, I think on the index side, what we generally look at Alex is how much of their revenue is coming from AUM driven versus other and other is the futures trading as well as the data that comes – the index data. So when we kind of evaluate that business, we say about two-thirds of the revenue comes from AUM and about a third of the revenue comes from the futures and the data. The other thing we have said in the past is that the futures revenue could be a range of 10% to 20% of the overall. And I think that if you look at the fourth quarter, it was those numbers are generally accurate. And as obviously, every quarter, the futures revenue will fluctuate a little bit, but those types of ranges are the right way to look at it, including the fourth quarter. In terms of the market data side, I think that what we call revenue from previously unreported usage, it was up $2 million year-over-year in the fourth quarter, but was actually was lower for the year versus 2019 and so the fact that continued to show a nice performance in market data even with the lower revenues from that particular activity, I think is a testament to the strength of the business.
Michael Ptasznik:
Yes. Just the actual number was $7 million for the quarter, Alex in the market data and again, really it’s coming from sales of the product to new clients is one of the big drivers of the market data business.
Alex Kramm:
And by the way, so you are not going to be more specific on the index breakdown last couple of quarters, you gave us some pretty exact numbers. You are going to stop doing that?
Michael Ptasznik:
Yes, I think we said that last quarter that we wouldn’t necessarily provide that on a regular basis going forward. And so the two-thirds numbers is the number to keep in mind.
Alex Kramm:
Fair enough. Thanks, guys.
Adena Friedman:
Thank you.
Operator:
Thank you. Our next question comes from Chris Allen with Compass Point. Your line is open.
Chris Allen:
Yes, good morning, everyone. I just wanted to touch on the sequential strength in market technology it’s usually a seasonal impact from change requests, but a little bit surprised just given kind of the current environment, just from activity perspective, from your client activity perspective, and just some of the challenges of doing kind of one-off things. So any color there would be helpful?
Adena Friedman:
I think in terms of – I mean, as you know the change request revenues and kind of the change requests and other revenues there do reflect some short-term work that we do for our clients as well as other adjustments we make to agreements that can accrue to our benefit in the third quarter. So I think that those types of revenues just as they do fluctuate, the fourth quarter tends to be a higher quarter for us as people plan for us to do things before the end of the year and as we frankly work with clients to try to get commitments out of them before the end of the year. So that tends just to be a higher number for any particular – at the fourth quarter has to be the highest quarter. I am not sure if there is anymore color to get on that, Michael.
Michael Ptasznik:
Well, I think if you look historically, that is very consistent that the fourth quarter from a seasonality standpoint is the highest and it really is driven by change requests, even if things are later this year relative to others in the full year concept on a full year basis relative to Q3, Q4 is always the highest quarter.
Chris Allen:
Got it. Thank you.
Michael Ptasznik:
Sure.
Operator:
Thank you. Our next question comes from Ari Ghosh with Credit Suisse. Your line is open.
Ari Ghosh:
As you know, Michael, I just have another quick one on market tech I think you noticed that in segments you continue to see some impact as a result of the pandemic. I was wondering if you could maybe talk about let me say a specific region on client side that’s getting more impacted as a result of this? And any sense of that you think? And then with regard to Verafin, again, that was added in just yet, but is there any sense or any color that you can provide if Verafin is facing similar pressures or there is anything unique about that business where maybe it’s not as impacted? Just I am thinking about that run-rate of 30% of revenue growth that’s in there, should we expect that to continue? So, just any color there would be great? Thanks.
Adena Friedman:
Sure, yes. So I think that if we look at the overall market tech business, you have got the market infrastructure operators and then we have our banks and brokers clients. And so I think it’s important as I mentioned in my comments that it’s really in the market infrastructure operator segments that we saw slowing of sales as well as the elongation of some of the significant projects. And I think that as we think about our engagement with those clients, as I mentioned also one of those clients really focused much of the year on their immediate needs to make sure that they were managing to capacity and resiliency in managing to current trading levels. And so if they were planning to do some enhancements or changes or upgrades, they kind of put those plans on hold. I think also, they know that as they go forward with those plans, they want to be able to have the right focus from their customers and their customers are also dealing with these elevated trading volumes. So, to put on them an upgrade in the middle of that, I think was also something they were hesitant to do. So as we exited 2020 and we are starting to – we are starting to see more engagement from those clients saying, we can’t put these things off wherever and that’s starting to engages us, but I would have to say still is not at the levels that we are experiencing before COVID I think last year. I think also some of the new markets clients that were very active and engaged with us are continuing to engage with some of them have hit funding issues or just as they are looking at launching their products or waiting until more normalized environment. So, those are the things that are – that’s the color behind that. On the banks and broker side though and this actually plays into the Verafin question, we actually continue to see nice healthy engagement, healthy growth and also it’s a SaaS based delivery. So, it’s a much easier thing for the clients to take and to integrate, whether it’s our surveillance or our trade execution solutions. And so that was – had a more, I would say more of a normal environment as well as some increased demand for surveillance as the clients went online went to the remote setting and they had to add users to make sure that they had proper coverage. I think that then plays into the Verafin question, which is there more aligned with the banks and brokers where it’s a SaaS based cloud based delivery. So, it’s the right implementation for the clients and they continued to have a lot of engagement with banks and brokers managing through their anti-financial crime program. So, they didn’t see the same level of impact as we did see at the market infrastructure operator clients and I think that they had a solid entity here. So, we feel good about their progress and their momentum going into 2021.
Ari Ghosh:
That’s great. Thanks so much. Congrats, Michael.
Michael Ptasznik:
Thanks, Ari.
Operator:
Thank you. And as a reminder, please limit yourself to one question only then re-queue for any follow-ups. Our next question comes from Mike Carrier with Bank of America. Your line is open.
Mike Carrier:
Good morning and thanks for taking the question. Just on the expected guidance for ‘21 are there just any clarifications on getting to the strong year in ‘20. I think maybe you mentioned 30% from FX just wanted to get the assumption around that. And then if we do give in your backdrop where we see some slowdown in index and listings just given the strong growth that you guys you guys have seen, how much flexibility is there in the expense base related to maybe those businesses.
Michael Ptasznik:
So, the 3% of FX is really a combination of the weakening of the dollar relative to the SEK and the euro. And we – in the guidance that we provided, we are really looking at kind of current spot rates is how we develop those estimates and that’s where we come up with the delta there, but it has been fairly significant relative to the average for last year. And then there is always ability to make some level of adjustments. I think it’s important that we want to continue to invest in the business and continue to grow it for the future, which is where a lot of our investments are is to build those new products and capabilities. But obviously, if they are – as you saw the fourth quarter where we had some increases in marketing spend and some other comp related items then periods where things were slowed down, then there are certain factors that will adjust accordingly, but I don’t want to take away from the required investment going forward.
Mike Carrier:
Okay. Thanks a lot.
Operator:
Thank you. Our next question comes from Ken Hill with Loop Capital. Your line is open.
Ken Hill:
Hi, good morning. I wanted to come back to the corporate platforms growth that was so strong in the quarter, I know you called out a number of items there, but kind of thinking about particularly like the listings business going forward with IPOs getting so much attention also from a SPAC activity perspective that’s really picked up. Can you comment on what you are seeing there in your pipeline and then maybe some of the impacts on SPAC and how that might kind of how it impacts your – not only your trading and your listings business, but also maybe Nasdaq private markets how to think about that? Thanks.
Adena Friedman:
Sure. So I think that it’s worth noting that of the 316 IPOs that we have last year, I believe, 184 of operating companies and we had – we were actually very proud of the fact we had an 82% or 86% win rate for this company’s listings as well and then the remainder was back. And as we go into 2021, we are continuing to see a very healthy activity level in terms of listings of both operating companies and SPACs, particularly SPACs. But I think that when we look at our pipeline, we have a longer view of operating company potentials versus SPACs. SPACs tend to come to market quickly tend to engage with us quickly and we don’t have as much line of sight. So, we probably really only have some level of understanding of the demand for SPACs in the first quarter. And then our line of sight really diminishes, I think with our operating companies who tend to have a little bit of a longer view. So, my answer to the question is that we have a very active pipeline in both SPACs and operating companies. And I would say, SPACs for the next several weeks probably and in terms of we don’t see beyond that. And with operating companies, we certainly see a healthy pipeline through the first half of the year. And then we will have to see how the markets continue to develop. But as you know, the market and the performance of the market does have an impact on when companies tend to go out. So, assuming a benign market environment, we should have a pretty healthy first half.
Ken Hill:
Got it. Thanks. Just I guess anything to think about from an asset private market perspective as it relates for so many companies coming public let’s say?
Adena Friedman:
Well, I mean, for as many companies that are going public, there are still thousands of private companies. And as we said, even with a really active IPO environment last year, we had 90 private market programs and it was a record for us. So, I think that we shift in that there is just a lot of companies out there. Some of them are ready for the public markets and some are preferring to stay private and the great thing is that Nasdaq has the ability to serve both of them.
Ken Hill:
Got it. Thanks very much.
Operator:
Thank you. Our next question comes from Chris Harris with Wells Fargo. Your line is open.
Chris Harris:
Great, thank you. So, you mentioned private markets as being a contributor to the increase in corporate platforms revenue. Can you remind us what the revenues are in private markets today? And then should we assume that most of those revenues are variable or is there a recurring component to that too?
Adena Friedman:
Alright. So, first of all, we don’t disclose specific revenue related to Nasdaq private market. It is part of the listing sub-segments that we don’t separately disclose that. So we can make that available to you. But I would say that the nature of the revenue is primarily variable, you are correct. It’s basically – you got paid for the programs that we execute on behalf of our clients, the tender program. So, it is not as recurring in nature as the listings business is, but the quantum of that is it’s a very – it is a small percentage of our listings business overall, just to say.
Chris Harris:
Got it. Thank you.
Operator:
Our next question comes from Alex Blostein with Goldman Sachs. Your line is open.
Alex Blostein:
Great. Hey, good morning, everybody. Quick question about Verafin, I guess one clarification around how much in Verafin expenses do you guys have embedded in your 2021 OpEx guidance obviously take into account that it’s a partial year? But also bigger picture as you guys are getting little closer to closing the transaction, can you provide some color on sort of customer feedback you are hearing I know part of the rationale was some pretty compelling cross-selling opportunities and what kind of growth you guys expect for Verafin’s revenue once the deal closes for, I guess, both revenues and expenses?
Adena Friedman:
Sure. So, Michael, do you want to take the first part?
Michael Ptasznik:
Yes, sure. So we are breaking out that Verafin explicitly, but what I can do is reiterate the comments we made when we announced the acquisition which was that Verafin was offering about 26% EBITDA margin and so you can take that into account and estimate the amount that you will put towards Verafin and then obviously you have to adjust it for the year. So, then Adena, the remainder?
Adena Friedman:
Sure, yes. So as we engage with our clients, actually, their clients and our clients have been very positive. So I think that if we think about the Tier 1 and Tier 2 banks that we serve with our anti-financial crime technology, particularly our surveillance technology, we have had a lot of good calls from clients saying want to learn more. It’s just a product that could apply to us how are you going to integrate that in with your capital markets offering etcetera? So these are great questions to be getting from our customers before we even closed the deal. I think as we mentioned when we announced the deal, there is a journey to take with Verafin to continue to advance the product to get them ready to sever the largest banks in the world, but that is obviously our mission and our joint vision for the business. And so that will be an area, our significant area of investment and our primary area of investment is to continue to advance the platform to be able to serve the largest banks over time and that’s a big part of why we bought it. So it’s great to know that our clients are very interested in engaging with us from already. I think the second thing on their clients is I think they do appreciate us as a high integrity player we have obviously a strong presence in the market, we have a strong balance sheet, we have the ability to really manage the business together. And I think that they are very pleased with us as the partner to Verafin going forward.
Alex Blostein:
Great. Thanks.
Operator:
Thank you. Our next question comes from Owen Lau with Oppenheimer. Your line is open.
Owen Lau:
Good morning and thank you for taking my question. Could you please talk about the traction of cybernetics on the buy-side surveillance and the latest development of the Market Abuse Regulation in Europe? Is it still on track compared to your original expectation? Any more color would be very helpful? Thank you.
Adena Friedman:
Sure. Yes, with the Market Abuse or what we call MARs, that is definitely been – it has been over the last few years, actually a good catalyst for our sales of our surveillance solutions to the brokerage community, and also as the buy-side has been managing through that change, it also definitely opens doors to conversations in sales for the cybernetics or what we’re now calling our buy-side surveillance solution. We are making good traction with the buy-side surveillance solution in terms of sales, and it’s been, I would say, that we’ve had a relatively good momentum year there. But it’s still a very small part of our business. So – and it a small acquisition, and it continues to be an area where we are making sure we are tailoring it to the needs of the buy-side, I would say, that the original product was – is a great product, but wasn’t quite tailored to what the buy-side specific needs were. So, we have spent the last couple of years really engaging with customers and making sure that we have a solution that really meets their needs, and now we’ve had more sales momentum. But it continues to be small, but we’re optimistic there.
Owen Lau:
Thank you.
Operator:
Thank you. And that’s all the time we have for questions today. I would like to turn the call back to Adena Friedman for any closing remarks.
Adena Friedman:
Great. Thank you. Well, in closing, Nasdaq’s fourth quarter and full year of 2020 performance was solid and we are starting 2021 with strong momentum. And our leadership team remains focused on executing our technology led strategy to deliver for our stakeholders and I look forward to our continued discussions throughout the year on the progress that we will be making against those strategic priorities. So thank you very much for your time today.
Operator:
Ladies and gentlemen, this concludes today’s conference call. Thank you for participating. You may now disconnect. Everyone have a great day.
Operator:
Ladies and gentlemen, thank you for standing by and welcome to the Nasdaq Third Quarter 2020 Results. At this time, all participants' lines are in a listen-only mode. After the speakers' presentation, there will be a question-and-answer session. [Operator Instructions]. Please be advised that today's conference is being recorded. [Operator Instructions]. I would now like to hand the conference over to your speaker today, Mr. Ed Ditmire, Vice President of Investor Relations. Please go ahead, sir.
Ed Ditmire:
Good morning, everyone. And thank you for joining us today to discuss Nasdaq's third quarter 2020 financial results. On the line are Adena Friedman, our CEO; Michael Ptasznik, our CFO; John Zecca, our Chief Legal and Regulatory Officer; and other members of the management team. After prepared remarks, we'll open up to Q&A. The press release and presentation are on our website. We intend to use the website as a means of disclosing material, non-public information and complying with disclosure obligations under SEC Regulation FD. I would like to remind you that certain statements in this presentation and during Q&A may relate to future events and expectations and as such, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. Information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press release and periodic reports filed with the SEC. Our forward-looking statements speak only as of today, October 21 2020, and NASDAQ assumes no obligation to update or revise any forward looking statements. Lastly, a quick programming mention we are excited to be hosting our Investor Day on November 10. Our senior leadership team will give presentations, better operations, opportunities and strategy and we’ll be available for your questions. I know many of you on the line today are planning to participate. If you have not registered, please do so today at our IR website. I will now turn the call over to Adena.
Adena Friedman:
Thank you, Ed and good morning, everyone. Thank you for joining us. I'm pleased to report NASDAQ’s financial results for the third quarter of 2020. With our strategic ambitions as our guide, we have been consistently focused on delivering results for our clients while creating sustainable value for our stakeholders. Our global workforce has demonstrated their nimbleness and ability to remain highly productive and available to our clients throughout this period. That focus is reflected in today's strong results where we are seeing significant contributions from across our franchise. My remarks today will focus on business unit highlights and strategic initiatives from the third quarter. I will then touch on today's announcement about Michael's decision to retire and then Michael will cover the financials. Nasdaq delivered another quarter of strong performance driven by great efforts by our team, coupled with stapled favorable market conditions. Here are some of the highlights. We welcome to 105 IPOs of Nasdaq during the period which represents the highest number of IPOs for quarter on a U.S. exchange in the past decade. Conviction by investors to increase exposure to Nasdaq’s focus, semantic indexes, coupled with rigorous market performance continued to support our expanding index business. As a result, we saw the AUM in our index products achieve another quarter of record highs alongside high trading activity and Nasdaq license index derivatives. Our market infrastructure performed exceptionally well during the peaks of volatility we observed earlier this year, particularly in March and April. We continued to experience strong volumes across our equities and options businesses in the third quarter, and we've continued to invest to enable us to have capacity for future volatility as markets react to continually changing dynamics in the U.S. and globally. Our Data & Analytics business within information services as well as our market technology business continue to demonstrate their resilience with healthy growth in annualized recurring revenue or ARR market tech and targeted sales and new capabilities and products across our product suite. We were pleased to announce the launch of several new products during the period including the cloud-deployed Nasdaq Automated Investigator, or anti-money laundering or AML to SaaS solution for investigating financial crime for retail commercial banks and other financial institutions. And in our licensed index futures business, we announced together with CME Group two innovative index products; a new futures contracts on the Nasdaq 100 volatility index known as “VOLQ” and the first ever water index futures based on the Nasdaq Veles California Water Index. Early in October, we also announced an expansion of our partnership with Invesco for our Nasdaq 100 products suite, including a new Nasdaq next-gen 100 index ETF. Our results for the third quarter highlights the strength of Nasdaq's diversified product offerings and business model while operating in a unique capital markets environments in 2020. Our ability to execute against the significant demand and logistical challenges of COVID-19 enabled us to continue on our strategic journey and bring these new and innovative technology and index solutions to our clients. Now I will turn to our strong results for the third quarter of 2020. Nasdaq delivered net revenues of $715 million, an increase of $83 million, or 13% from the prior year period, driven almost entirely by an organic growth. Net revenues and our market services business grew 15% while revenues in our non-trading segments rose 12% from the prior year period. Operating leverage was particularly strong with non-GAAP operating margin expanding nearly 200 basis points to 52% and contributing to the non-GAAP EPS growth of 20%. Turning now to specific highlights from the third quarter, starting with our foundational marketplace businesses. Our market services segments saw net revenues of $259 million, a 15% increase from the prior year period led by 35% increase in cash equity net revenues, as well as strong growth in both the equity derivatives and trade management services businesses. While of course, industry volumes were a main contributor to this performance, I do want to bring attention to the strong competitive positioning that market services has established and which continued in the third quarter. In particular, we have enjoyed relatively stable market share in U.S. equities in areas where we feature the single largest liquidity pool with the Nasdaq stock market, the largest of our three equities exchanges. Additionally, our Nordic equity franchise with a 77% share on exchange trading was up nearly 500 basis points year-over-year. And in our U.S. options trading complex, we continue to lead the industry with a 37% share of mostly listed options. The elevated volumes we've experienced are the results of both high investor engagement and a multitude of macro and geopolitical uncertainties. While the activity levels can change quickly, we believe that the U.S. Presidential election remains a big focus for investors, and we anticipate our set of marketplaces are likely to continue to contribute at a high level as we progress through the final quarter of the year. Our Corporate Services segment delivered revenues of $132 million; a 6% increase boosted by new listing activity and continued demand for our governance and investor relations intelligence solutions. In our listings, and our listing services business Nasdaq led U.S. exchanges for IPOs during the period welcoming 105 IPOs for 79% win rate for operating company listings and an overall win rate of 65% when including stocks. We are proud to welcome GoodRX, Li Auto, Jamf Holding Corp and nCino as just a few of the highlight listings from the quarter. Our quarterly win rate of Saas [ph] has also been rising from 30% in the second quarter to 51% in the third quarter. In addition, we were honoured to welcome to six companies who have switched their listings from the New York Stock Exchange Nasdaq during the period with an aggregate global market capitalization of $187 billion, including AstraZeneca and Keurig Dr. Pepper. This brings our cumulative exchange swiss market cap to over $1.8 trillion since 2005, with over $1 trillion of that value switching in just the last five years. When it came to their decision to switch exchanges, these issues, issuers identified strongly with the innovative spirit of Nasdaq's listing platform with the expanding community of listed issuers recognizing the opportunity to leverage our IR and governance solutions to improve how they engage with critical stakeholders. And lastly for the larger switches to potentially increase their representation in the Nasdaq family of indexes by qualifying for the Nasdaq 100. In the third quarter, corporate services revenue grew 6% with a balanced contribution from both governance and IR solutions. We are pleased that rising secular demand for insights that help companies better understand and engage the shareholders is more than offsetting the impact of spending reductions by companies and sectors more negatively impacted by COVID-19. We believe that our successes during the quarter underscore how Nasdaq continues to be the destination exchange and partner of choice for companies worldwide with unparalleled expertise across equity markets, investor relations and governance. Now let me turn to our information services and technology businesses. In our information services segment, we delivered net revenues of $238 million up $40 million, or 20% from the prior year period. Index AUM rose to $313 billion versus $207 billion in the prior year period up 51%. While contract volumes in the Nasdaq license index futures that trade on the CME rose by more than 90%. Each of these contributed meaningfully to the index revenue rising $30 million or 54% year-over-year. While the NASDAQ 100 family of indexes has had market appreciation materially above the broader market averages 30% -- 37% of the increase in AUM year-over-year came from positive organic investor inflows and we're working with our partners to meet rising investor interest in Nasdaq thematic indexes in several ways. For example, as I stated earlier in my remarks, just last week, Invesco introduced the QQQ Innovation Suite in partnership with Nasdaq, giving a wider population of investors access to the Nasdaq 100 index for a variety of investment structures, and providing exposure to the Nasdaq next-gen 100 index through a new ETF. Additionally, we launched VOLQ, a new futures contract on the Nasdaq 100 volatility index, and announced plans to launch a futures contract based on the Nasdaq Veles California Water Index. Our investment data and analytics revenues increased 13% from the prior year period driven both by the incorporation of syllabus and the organic growth in our leading institutional asset allocation solutions. Market data rose 5% with contributions from across our North American and European proprietary products as well as the tape plan revenue. Growth during the period was driven by new sales and increased -- retail investor usage worldwide, particularly in new geographies, like Asia Pacific and Latin America. In addition, this area of the business saw new customer expansion and new product launches driven by the launch of the Nasdaq cloud data service, a service that we believe provides significant technical cost reductions, and quick [Indiscernible] time for market for clients seeking real time data solutions. Lastly, our market technology segments delivered $86 million in revenue and sized $84 million in new order intake. ARR in the quarter was $278 million, a 9% increase year-over-year. However, total revenue rose only nominally in the third quarter compared to prior year as the growth in the more stable SaaS subscription and recurrent licensing fees that comprise our ARR was offset by lower non-recurring revenues associated with new service implementations and change requests. As we stated earlier in 2020, service implementation change request projects, new order intake levels and funding for new markets and new markets initiatives have been adversely impacted by the pandemic related factors. We continue to expect to see in the short term mostly logistical growth headwinds that underpin the risk of market technology being below the bottom of our medium term growth objectives for the current year. We have taken actions that we hope will mitigate pressures on our non-recurring market technology revenues in the coming period. For example, we've developed new ways in improving execution for important project phases in a completely virtual environment. And we've increased hiring and technology staff as part of an effort to quicken the pace of our full slate of existing implementations to their production phases. To increase technology faster, manage large projects and deliver projects, it's had an impact on the short term margins and we are managing this expense increase carefully as we continue to be focused on driving margin expansion as the business continues to grow. Taking a step back and the near term impact of the pandemic, our conviction has not changed about the medium to long term opportunity for market technology. A major component of this strategy is our commitment to operating and providing best-in-class stock solutions across the transaction lifecycle. Our marketplace services platform, which launched in June gives clients the complete transaction lifecycle functionality on a single platform and we've seen positive response in growth and demand for the platform over the quarter. In 2020 year-to-date, we've increased the count of sales to entirely new clients, the vast majority of which have chosen to implement our next generation SaaS enabled services. Specifically, we signed eight new market infrastructure operator clients through our SaaS offerings and we've signed 12 new trade surveillance clients so far this year. We've also had solid success in expanding our existing client relationships in our trade surveillance business. We look forward to updating you both in addressing the near term challenges we're navigating as well as our progress and ramping adoption of our next generation products and services in the coming period. Now, let me take a moment to address today's announcements as Mike will be retiring in early 2021 after a very distinguished 30-year financial services career. Michael joined Nasdaq in 2016 as CFO to lead a dynamic team responsible for Finance, Treasury, Strategy, Investor Relations facilities and risk management. His extensive operational expertise and industry reputation for strategic thinking, creative resource management, and managing through a competitive and evolving landscape made him a perfect fit for us during what has been an especially important phase in our growth as a company. Michael has been an invaluable member of the executive leadership team during this time at Nasdaq. He played a particularly important role in our management team strategic review of our business in 2017 after which we realigned our vision, mission and corporate strategy to embrace our core strengths in data analytics and technology, our strategic pivot as we refer to it. Michael has since played an instrumental role in the execution of that strategic pivot. For example, he worked closely with me to establish a clear, consistent capital deployment and return framework, including an annual review of our business portfolio, and effectively manage the balance sheet to improve liquidity and lower borrowing costs. Michael has been a wonderful partner to our business unit leaders, bringing creative ideas as well as a structured approach across business unit initiatives. He has worked extensively with our business units to evaluate and execute on organic and inorganic opportunities, and he oversaw the launch and development of our Venture Investment Group. Michael has been an outstanding CFO bringing focus, drive, creativity and determination to his role every day. And on behalf of the entire team at Nasdaq and the board of directors, I want to thank you Michael for his leadership and dedication to our company into our values. When Michael retires at the end of February next year, I'm very pleased to announce that Ann Dennison, who currently serves as Senior Vice President, Controller and Chief Accounting Officer will become Executive Vice President and Chief Financial Officer. Ann join Nasdaq in 2015 and since 2017, she's been leading an extensive multi-year modernization of the company's financial operations infrastructure. These efforts include Nasdaq's migration to a modern financial consolidation and reporting system leveraging workday financials, the introduction of a new enterprise resource planning platform and surrounding systems and the development of a corporate data strategy and intelligent automation programs that are delivering interesting insights and powerful efficiencies. Additionally, Ann added to her responsibilities in 2017, when she took on leadership with a financial planning and analysis team, which partners with the business units and expertise to develop to maintain our detailed forecasts and budgets. And as a dedicated leader with a deep understanding of our business and our long term vision, she has made significant contributions to Nasdaq's financial soundness in her five years with the company, and her diligence and expertise will be important factors in our growth strategy. With her combination of experience and leadership skills, as well as her thorough knowledge of Nasdaq's business and financial operations, and is the obvious and best choice to become assets next CFO. I'm excited for our analysts and investors to meet Ann in the coming months as Michael and Ann work together to transition the role between now and the end of February. As I wrap up, I will summarize by saying that we are very pleased with the strong results we delivered in the third quarter and we've remained focused on advancing our strategic mission. Our results highlight the strength of Nasdaq's diversified product offering and business model, capitalizing both on opportunities presented by this year's unique capital markets backdrop, including elevated trading volumes, rising index valuations and strong IPO issuance. We believe that our ability to execute against the significant demand and the logistical challenges of COVID-19 has enabled us to continue on our journey, while prudently advancing as a technology and analytics provider. And with that, I will turn it over to Michael to review the financial details.
Michael Ptasznik:
Thank you, Adena for those kinds of remarks, and good morning everyone. I will first provide comments on the quarter and then a few remarks about my decision to retire. My commentary on the quarter will primarily focus on our non-GAAP results and all comparisons will be to the prior year period unless otherwise noted. Reconciliations of U.S. GAAP to non-GAAP results can be found in our press release, as well as in our file located in the financial section of our Investor Relations website at ir.nasdaq.com. I will start by reviewing third quarter revenue performance as shown on page three of the presentation and organic revenue growth on pages four and 14. The $83 million increase in reported net revenue of $715 million is a net result of organic growth of $70 million, including 13% organic increase in market services, and 10% organic growth in the non-trading segments, a $4 million positive impact from acquisitions and a $9 million favorable impact from changes in foreign exchange rates. I will now review quarterly highlights within each of our reporting segments. I will start with information services, which as reflected on pages five and 14 saw a $40 million or 20% increase in revenue, excluding a positive $3 million impact from the acquisition of Solovis and a $1 million positive impact from favorable changes in foreign exchange rates. Organic revenue growth during this period was 18%, primarily reflecting very strong growth in our index business and positive contributions from each of the investment data and analytics and market data businesses. Operating margin of 65% increased 100 basis points compared to the prior year period. Market technology revenue as shown on pages six and 14 increased $2 million, or 2%, primarily reflecting a positive $3 million impact from favorable changes in foreign exchange rates. On our organic basis, revenue decreased by $1 million, or 1% as the increase in software as a surveillance service -- surveillance revenues were more than offset by lower software delivery and support revenues and lower change requests and advisory revenues. Annualized recurring revenue or ARR rose 9% compared to the prior year period. Operating margin of 10% in the period was down eight percentage points from 18% in the prior year, putting margin into a 12-month context, which eliminates quarter-to-quarter volatility from seasonality and other factors the trailing 12-month margin is 16% in line with full year 2019 level. As Adena noted, progress has been impacted by the pandemic induced near term growth headwinds. However, we continue to expect margin improvement as the business expands over time. Turning to Corporate Services on pages seven and 14, revenues increased $8 million, or 6%. Organic revenue growth was $6 million or 5%, reflecting an increase in U.S. listings revenues and increases in both governance solutions and IR intelligence revenues. The operating margin of 39% for the segment was up 300 basis points from the prior year period. Market services net revenues on pages eight and 14 saw $33 million or 15% increase. Excluding the positive $4 million impact for favorable changes in foreign exchange rates, the organic revenue increase was $29 million or 13%. The organic increase during the period primarily reflects increases in cash, equities and equities derivatives net revenues due to higher industry trading volumes. The operating margin of 59% for the segment increased two percentage points year-over-year. Turning to pages nine and 14 to review expenses. Non-GAAP operating expenses increased $29 million to $346 million. The increase reflects a $17 million or 5% organic increase, a $7 million increase from the impact of acquisitions and a $5 million increase from an unfavorable impact of changes in foreign exchange rates. The organic growth and expenses primarily reflects higher compensation expense, professional fees and infrastructure costs partially offset by lower travel and event spending. Turning to slide 10, we are adjusting our 2020 non-GAAP operating expense guidance to a range of $1.36 billion to $1.37 billion, up from $1.33 billion to $1.36 billion previously. The revised range is driven by two factors; first, changes in foreign exchange rates, and particularly the weakening of the U.S. dollar as manifested in a $10 million increase in the top end of our guidance range. Second, as we've continued to deliver especially strong organic growth in both of our trading and non-trading segments, higher expenses, including accruals of performance based compensation, make us increasingly likely to end up at the high end of our expense guidance range. That's a full year context. The $1.37 billion high end of our revised expense guidance range implies a 4% organic increase in expenses. While in the first nine months of 2020, the company delivered organic revenue growth of 12%. And moving to operating profit and margins, non-GAAP operating income increased $54 million in the third quarter of 2020 and the non-GAAP operating margin was 52% compared to 50% in the prior year period. Net interest expense was $24 million in the third quarter of 2020, a decrease of $2 million versus the prior year. The non-GAAP effective tax rate was 26% for the third quarter of 2020. For the full year 2020, we continue to expect the non-GAAP tax rate to be between 26% and 27%. Non-GAAP net income attributable to Nasdaq for the third quarter of 2020 was $256 million, or $1.53 per diluted share, compared to $212 million or $1.27 per diluted share in the prior year period. Turning to slide 11, debt increased by $89 million versus June 30, primarily due to an increase in the Euro bonds book value caused by a stronger euro. Our total debt-to-EBITDA ratio ended the period of 2.4 times and changed from 2.4 times at the end of Q2. During the third quarter of 2020, the company paid a dividend in the aggregate of $81 million and repurchased common stock in the amount of $34 million. The company has repurchased $186 million year-to-date through September 30, largely completing our objective to use share repurchases to offset deletion of equity compensation, and other sources of gross issuances. And before I turn it back for the Q&A session, a few comments about my decision to retire. Why was the decision I've contemplated for a while now, it certainly comes with mixed emotions. It has been such an honor and a privilege to work for Adena, the board and this incredible company. And I am extremely excited about the vision and strategy and the great opportunities that we have ahead of us to continue to grow and expand as a technology company, serving the capital markets and beyond. Most importantly, I'm fortunate to work with colleagues who are enormously intelligent, innovative driven, and are just good people that consistently exemplify Nasdaq's values of integrity and teamwork. However, I've been in an exchange industry now for a long time going back to the 90s when exchanges were mutual broker owned not for profits. And while I can't say for certain, I do believe, I hold the record for the most consecutive quarterly conference calls as CFO of an exchange group, with this call being my 72nd in a row. And that's why the decision was so difficult. For those of you who like me are Canadian, I'm sure you'll recall the ubiquitous early retirement inducing freedom 55 commercials; I will undoubtedly understand the indelible target that left on my psyche. In finance, we forecast macroeconomics, revenues and earnings. But the one thing that no one can forecast and COVID has certainly been a great reminder of this is the time and capability will be given to enjoy the fruits of our labors. Thankfully, I have no current health concerns, but the point is, you just never know. So despite the temptation to stay and partake in the exciting initiatives and growth we have in front of us here at Nasdaq, I've decided to stick with the five year timeframe that I shared with Adena and importantly my family, when I first accepted this position. What does make my decision easier is that my knowledge of the strength of the team I am leaving behind, and I could not be more pleased that Ann Dennison will be taking on the CFO role. Ann has been a key member of my management team per technical expertise, proven ability to drive change through innovation and her collaborative approach to problem solving make her the ideal candidate for this position. She's also an absolute pleasure to work with and is always focused on doing what's best for the organization. I am confident that she's the right person to help drive Nasdaq. So there will be plenty of time next quarter to say proper thank yours, to the board and to Adena, to all my colleagues past and present and to you, the investors and analysts. At this point, I will just say it has been an honor and privilege to work for and with all of you. So now I like to just drop the mic and walk away. But I think we have to turn to Q&A session now. So I'll turn it back to the operator.
Operator:
Thank you. [Operator instructions] Our first question comes from Rich Repetto with Piper Sandler. Your line is open.
Rich Repetto:
Yes. Good morning, Adena. Good morning, Michael and Michael. Michael, despite that elegant explanation, you're still too young to retire, we think. No, I'm kidding. Congrats, and you've done a great job. Anyway, so my question is first, on the information services on the index revenue, some nice upside surprise. I guess Adena or Michael, can you give us a better feel for how the breakout, we see that the revenue grew by more than 50%. But the futures and options volumes grew almost double. So can you just give some more colors, how we can model this a little bit better, given your agreements with the CMA, and also the license, AUM that grew by over 50% as well. So how do you sort of model this a little bit better than what we have?
Adena Friedman:
Sure. So thanks Rich. I think that the first thing I noticed. We've kind of given you a little bit of a guidance in the past to say that, that the index futures revenue kind of ranges from 10% to 20% of the overall revenues for the index business. And it's obviously ebbs and flows based on volume. So it's not we can't give you a precise percentage every quarter, but this quarter, it was 21%. So it's just at the top end of that or just above the top end of that range. And I think that that shows you the strength of the fact that we have a great relationship with CME and I think that we have a long term partnership with them and, and the indexes that we have to -- 100 for CME is particularly strong index this year, and one where we see a lot of investor appetite to invest in ETFs and the products as well as to use the futures markets to help hedge and manage their portfolios.
Rich Repetto:
Okay, that's my, I'll get back in the queue. Thank you.
Adena Friedman:
Thank you, Rich.
Operator:
Thank you. Our next question comes from Dan Fannon with Jefferies. Your line is open.
Dan Fannon:
Thanks. Good morning. I was hoping again you could expand upon your comments on the market tech side, obviously, the short term dynamics around some of the headwinds with revenue. But if we think about the 4Q sequential build that typically happens in that segment, how we should think about in the context of this year?
Adena Friedman:
Sure. I think that it can kind of break down what we were trying to convey. The first is that they are ARR growth, which is really the recurring revenue streams that comes from our newer offerings that are SaaS oriented as well as trade [ph] for balanced business which is SaaS oriented. When those continue to see, you're seeing continued growth at 9% growth and we can continue to see that that will be a strong part of our franchise. And I think that we should recognize also that, that those types of implementations are more simple. They're just, they don't take as long to, to put a bring a company into the market, whether it's the marketplace services platform, or to bring them on to our trade surveillance or market surveillance platform. It's a, it's a bigger project, where we still do significant on-prem deliveries, where this year, we've definitely seen more of an impact of that. And if you think about it is there's a lot of collaboration that needs to go on between us and the client on so that particularly in the post trade deliveries, and we have several post rate deliveries that we're working on at the moment. And the pandemic made it harder to have that collaboration and it kind of created some, some challenges in terms of keeping up the pace of the original delivery schedule. And we've gotten, we've gotten better at that as we've gone through the year. And the clients also have gotten more used to it as well. But that I think definitely created some challenges. And then also just making sure that in order for us to make sure we're managing the pace of those, we have been making some increases in the tech team to make sure that we can deliver against that in this kind of constrained environment. And those are, those are short term issues. And those are the types of revenues that are non-recurring because they are delivery revenues. But they are, they continue to be an important part of the business. And then on change requests, it's really a matter of our ability. We actually have the capacity to implement change requests when the clients are looking for them. But when they're not, we obviously apply those people to the implementation projects. But we also are finding that clients are making change requests for sure, but just have a lower demand for those this year, because they're managing through other issues in their own organization. So I think you should assume those are shorter term trends that are really driven by the current environment, against the nice long term trend in terms of us increasing the percentage of sales that we're getting through SaaS, as well as continuing to move more of our products into a more flexible delivery mode with NFS. So I think I'm hoping that gives you an enough backdrop.
Dan Fannon:
Great. Thank you.
Operator:
Thank you. Our next question comes from Jeremy Campbell with Barclays. Your line is open.
Jeremy Campbell:
Hey, thanks. And Michael, just want to say congratulations. I know you still have a few months left, but it’s been a pleasure working with you. And best of luck. You know, quick question on asset manager consolidation. It seems it’s up a bit over the past year, and reportedly the pipeline is pretty active right now. I know asset managers are kind of a major client base of Nasdaq in different parts of the ecosystem. But how should we think about the pluses and minuses of asset manager consolidation as it relates to your non-recurring revenue stream at Nasdaq, and could like some of this post deal integration be another potential near term headwinds from market tech?
Adena Friedman:
Well, on the asset manager’s side, we don't actually have a lot of asset managers and clients in the market tech business. We tend to really focus in on market infrastructure operators, as well as broker dealers. And we do have a small business that we've been growing in the surveillance business formed by clients. So I think market tech won't, asset manager consolidation will be a significant issue there. And then if you look over in the information services business, we have thousands of asset manager clients. And so you are seeing, an occasional combination and that's where we also work with them to figure out if they're, let's say, both of the clients are investment clients, then we'll work with them to figure out well, what is the overall enterprise value going forward, that they should, they should, that we should be able to charge for investment on a combined basis versus a single basis. It's really a matter of us working with the clients on that. And certainly, if the client, one client is an investment client and the other one is not, then we have a chance of actually increasing our penetration in that client as they combine. So I think that's the way to look at it for the investment business. And same with areas like [Indiscernible] and others were which are still very small and growing. There's just a huge sea, as you know, of asset managers out there, it's for us to appeal to. On the trading side of the business, I don't anticipate that that will have a real impact because they're basically just managing more AUM with their trading organization, and that shouldn't have a significant impact on how much they're trading and how they're managing their portfolio. So I don't see an impact on the trading side.
Jeremy Campbell:
Great, thank you.
Operator:
Thank you. Our next question comes from Alex Kramm with UBS. Your line is open.
Alex Kramm:
Yes, hey, good morning, everyone. This may be better for the investor day, but I do want to ask about M&A. You have clearly established a pretty strong track record here over the last years partially helped by Michael and you obviously as well, but if I look into next year, rates are low, 2021 is going to face a really tough comp on the trading side and on the index side. And your multiple has expanded substantially. So I'm just wondering, is this -- are you thinking differently about maybe bigger deals in the space? And if so, to what degree would you actually look at something that has a little bit more transactional revenues with it? And where there could be more of a cost driven value proposition? So maybe a broad update on M&A would be great here. Thanks.
Adena Friedman:
Sure. Yes. We will spend a little bit more time on that in the Investor Day, Alex. So I think it is an area that will at least give you a sense of our focus areas. But I'll give you a little bit rough preview. I think what we've said all along is that we look at acquisitions as part of fitting into our strategy. So we don't just look at every acquisition out there. Optimistically, we have really developed a strategic nexus around where we want to grow and how we want to grow, and where we think that we can do everything organically and where we might benefit from acquisition sector to catalyze growth and/or expand our clientele. And I think that the areas that we have been primarily focused on, we've said this many times, is an expanding our Architect business and expanding our Information Services business in terms of growth to you're part of the sector of the industry. And then on the on the marketplace -- in the marketplaces, I think that we would make targeted acquisitions if it really makes sense in terms of both synergies on the cost side. And so therefore the ability to generate scale, but also that it furthers our strategy in the asset classes where we're really strong. But -- and all I can say is that, we looked at a lot of things. We do always put them within the strategic framework, so that we also stop looking at things on pretty quickly if it doesn't really fit in. And we will certainly not shy away from doing the right transactions that further our strategy. But that hasn't changed. We aren't not shifting our strategy from what we've been seeing over the last few years. So we'll spend a little more time on that at the Investor Day.
Operator:
Thank you. And our next question comes from Brian Bedell with Deutsche Bank. Your line is open.
Brian Bedell:
Great. Thanks. Good morning, folks. And Congrats, Michael also. And we'll talk to you for another quarter, but I just want to say, congrats. So just on the sustainability of that Information Services revenue, extremely strong this quarter. Looks like it's easy for you to now exceed the top of the 5% to 7% range even with the softness in Market Tech. But as we look at that Info Services moving into the fourth quarter and into next year, obviously, depending on volumes at T&E in your contracts and ETF, AUM levels, but it seems like there would still be an upward trajectory in that line. So just maybe some commentary about that? And to what extent, any audit fees positively impacted the market data. And then just thoughts about market data revenue coming into 2021, with consolidation, say in the online brokerage industry, for example, with Schwab and Ameritrade, and your ability to recoup that cost?
Adena Friedman:
,:
So, we do think that there's just a strong secular interest and appetite among investors to invest in the Nasdaq-100, the Biotech index, Semiconductor, other automatic indexes, in addition to our smart beta franchise. And then, we've seen that through both this kind of upward market swing, but also even in March, the largest inflow week that we had was the toughest market week, as the markets were declining the most, that's when we saw something like $4 million or $5 million of inflows into the Nasdaq-100. So, we just think that the indexes that we have are more align with long term themes. But I also would say, there is obviously some beta components there and on the trading. We are making sure that we continue to generate growth there by launching new products and making sure we gathering AUM into those products as well. And that will be a testament to our ability to do that over the next several years to continue to expand that franchise. With regard to the market data business, we are continuing -- I think the one thing that this year is shown, it's a very resilient business. And we have done a nice job of diversifying the clientele, which earlier in the year, we mentioned, could create some challenges just in terms of clients who are -- some of the newer clients in other parts of the world. But actually, we found that we continue to see really strong demand from those clients to continue to provide and expand the data that they're providing to investors around the world. So that's showing up in the numbers. And in fact, our audit revenue this quarter is significantly down from last year third quarter. And our audit revenue for the year is down from last year. So we're actually not collecting as much on the backfilling. We're really driving the growth that we're seeing this quarter is really just from pure new customers, and obviously, the expansion of our current clients. In terms of the consolidation and the impact from the online brokers, there will be some impact from that. And we've been -- we've known that for a long time. The nice thing is that it takes a long time of close these deals. So we've had a lot of time to work with this clients and continue to make sure that they're taking all the products that they can take from us as they become a combined organization. But we do also see continued strong demand coming from New FinTech clients. And so, I think that there's a nice balance there. But we've always said that that is a low to medium term -- I mean, low to mid single digit grower because it's a more mature part of our business. So hopefully that gives you more context.
Michael Ptasznik:
And Brian, the audit number was $2 million in the quarter compared to as an unusually high quarter of nine in Q3 of 2019.
Brian Bedell:
Great. Thank you so much for all the color. Really appreciate it.
Adena Friedman:
Sure.
Operator:
Thank you. Our next question comes from Mike Carrier with Bank of America. Your line is open.
Mike Carrier:
Hi. Good morning, and thanks for taking the question. Good quarter. Just wanted to get an update on regulation. Given the DOJ [ph] working with the SEC on some areas like big market data. Just wanted to get your take on particularly from a process standpoint on how this is potentially different versus typical SEC process, meeting what to expect? Thanks.
Adena Friedman:
Sure. Well, to be honest, we're reading about that the same way you are. So, I hope that you must to understand that there's nothing that -- we're reading at the same time you're reading it. So I think that the things -- that is the one thing I would like to say. And secondly, I think that we've been able to demonstrate multiple times over a decade, that we have a highly competitive market model that our products are subject to competition in the data space. And that we provide a great value for investors and participants alike in the market data that we provide. And I think we do it in a very responsible way. And I think we've proven that both to our customers. And we do have a very good relationship with our customers on the market data front despite some of the things that you see in the paper. But I have to say, behind the scenes, we continue to have very strong relationships across our clientele. As well as the fact that and in addition to that, we've had to defend ourselves several times now, both in a court like situation. And I think we've done. We've been able to prove ourselves over and over again, that this is a competitive space that we price our products competitively, and that we create great value for those people who use those data. So I think that, we remain very confident, Mike, in the way that we manage the business, as well as how we deliver products. And we're happy to engage with whoever wants to talk to us about that.
Mike Carrier:
Okay. Make sense. Thanks a lot.
Operator:
Thank you. Our next question comes from Owen Lau with Oppenheimer. Your line is open.
Owen Lau:
Okay. Good morning. Thank you for taking my questions. So first of all, best of luck in the future and Deltas, Mike.
Michael Ptasznik:
Thank you very much.
Owen Lau:
Yes. So for my question, could you please give us an update on the Nasdaq private market? Does and will spec impact the private market and change the way you look at this space? Thank you.
Adena Friedman:
That's the first I've got that question. So first of all, Nasdaq private market continues to have solid activity this year. It has been lower this year in terms of the overall level of tenders that have been issued in the private market this year. But generally speaking, we continue to have good clientele and a strong service that we offer the private companies, and they're still taking advantage of managing their liquidity in the private space. But it's been a little bit, I would say, decelerated a little bit this year just based on, I think, really the volatility and understanding, and the way that people are entering their businesses. But if you're asking, I think, a broader question is, because of all of the different alternative ways that companies can now tap into the public market, are they going to continue to stay private longer? And I think that's a good longer term question that we're going to have to see play out. So, our company is going to tap into the public markets earlier in their lifecycle, which may make it so that they have less of a demand to tenders. I don't think we can know the answer to that right now. I think that we are obviously seeing a lot of growth companies, but still quite mature, quite full on in terms of their overall ability to tap the public markets. I mean, we're still seeing high valuations and strong performance companies coming into the public markets both respects and through a traditional IPOs, and it's been a very active year. But I also think that there are just thousands of private companies that will continue to mature in the private space before they tap the public markets. And so, I personally think that the private market will continue to have a huge opportunity. We're really frankly, barely scratching the surface of private company's liquidity right now. And so, we have a lot more we can do there. But it is a good question as to whether more companies will come out to the public market sooner, and I just don't know the answer yet.
Owen Lau:
That's very helpful. Thank you, Adena.
Operator:
Thank you. Our next question comes from Alex Blostein with Goldman Sachs. Your line is open.
Alex Blostein:
Thanks. Hey, guys. Good morning. Question for you around Market Tech again. So, understanding the near term margin dynamics could sort of fluctuate, but I was hoping you could spend a minute just kind of walking us through the framework for margin from an opportunity here over time. And what I'm really kind of trying to get it, it's kind of what's the incremental margin on the ARPs [ph] instead of the revenue growth that you've seen there? What's the incremental margin on some of the on-prem initiatives that you guys have? And really just kind of incremental margin on the new order intake? Not sure if those are the best three kind of buckets to tackle it, but something along those lines will be helpful? Thanks.
Adena Friedman:
Sure. I don't know, if I'll be able to answer that in detail today something, but we'll take it back and try to figure out how we can help with that as we get into Investor Day. I think that in terms of the margin dynamics, I think what we've been saying all along continues to be very much the case, which is, the more that we can move our clients into a SaaS offering. So whether it's market -- our market surveillance offering, as we've launched SaaS offering this year and we've seen strong pick up there. And that -- and our trade surveillance offering has always been SaaS. And those offerings definitely allow us to have a higher overall margin just because the implementation time is shorter. And it's a recurring revenue stream. And so it's just a different composition of revenue that delivers a stronger margin for us. Whereas with the on-prem implementations, we obviously manage to the margin that we think is the right way to go. But we do often do fixed price contracts there. So sometimes if implementation ends up being longer and more complex, it can make it like -- it can make it so that we end up having to put more resources to it, and that can have some margin impact in the short term on the implementation. And that's what's happening this year. But over time, I think the more we can show that we're -- the new sales for generating our NFS, which is a much more flexible platform, and SaaS driven and/or because some of the NFS deliveries are still on-prem, some are in are SaaS, as well as our surveillance business is all SaaS. So the more we can drive to that higher margin. And so it's up to us to show you that shift in the order intake and the type of order in take that we're taking in. And that's something that we want to make sure that we provide more context around at Investor Day in a few weeks.
Operator:
Thank you. Our next question comes from Chris Harris with Wells Fargo. Your line is open.
Chris Harris:
Great. Thanks. Do you think the paradigm has changed for trading in U.S. equities and options? And really, I guess what I'm wondering is, whether you think the volumes that we're seeing in these markets are going to be sustainable? And why if so?
Adena Friedman:
I think that they're two key factors that in our opinion are taking volumes to different levels this year. One is just overall volatility and uncertainty. And that always makes it so that you've got investors that have more different opinions, right? So when there are investors that have different views on what could happen next and how the economy is going to progress, you have more volatility, because those opinions all get expressed in the market and that drives our volumes. But at the same time, we also have a lot more younger retail investors coming into the markets as well. And so, I think that has to do with the fact that we do have more engagement around from retail investors. And those retail investors coming into the market, also drive volume stock. Now, the question is, are those retail investors as stainable trends? And I think that as we've been listening to the online brokers speak about it. And we've been talking to our own clients about it. I think that there's a view that there is a new wave of investors that have come in on the backs of zero commissions, which takes down the friction in the market, and therefore increases overall access, as well as the fact that the macro environment has created some really strong investment opportunities for retail investors. And I think that that is a longer term trend and a healthy one and an exciting one. But I don't think every one of those retail investors will be here over the long term. But I think we are seeing a secular shift in getting more younger investors engaged in the market. And I think that could create a more sustainably higher trading environment than what we saw in 2017, 2018, 2019 timeframe. But I think that time will tell. But that's our -- I think that's our overall view, just speaking with industry professionals who really understand the nature of the investors coming in.
Alex Blostein:
Got it. Thank you.
Operator:
Thank you. Our next question comes from a Kyle Voigt with KBW. Your line is open.
Kyle Voigt:
Hi, good morning. And just on the listings business, I know you cited the strong IPO market and some switches as well in the quarter. I guess, it's still a little bit surprising that revenues grew by $5 million sequentially given those initial listing fees are amortized over several years. So first part of the question, is there anything else to note that drove the increase there that's more one time in nature, or should this be sustainable? And the second part of the question, you're still priced below the NYC for certain tiers within that listings business, given the strength and the momentum, you're seeing in the business? And I know, you'd probably say, it's not necessarily because of low fees, because the value proposition. Just wondering, do you see potential for pricing tweaks as you look out over the next year or so? Thanks.
Adena Friedman:
Sure. Well, one thing just to note is that the amortization of the initial listing fees is really the fees that get amortized. That amortization schedule did change a bit a few years, a couple years ago. So it's a little shorter than it used to be. But you're right, that the initial listing fees do get amortized. And I think, Michael, its for IPOs, its still over two years or two to three.
Michael Ptasznik:
Yes, it depends. It's two to four years is the timeframe. Yes. But we also did -- we also did have a -- there was some pricing that was taken at the beginning of the year on the sustaining fees as well. And that's flowing through. It's been flowing through all the quarters so far this year.
Adena Friedman:
Yes. And so I would just say that, first of all, there are no kind of one time fees that are creating that increase in the quarter. It is really -- it just the nature of the strength of new issuance market coupled with the strength in our corporate solutions business. And those are recurring revenue streams. So I do -- I think that's important thing to say. But I think that because of the fact that new issuances have been high throughout the year, you're starting to see that compounding effect of that as we get more and more issuance -- issuers in the market. And then they then start to generate annual listing fees, which will then create a list going into 2021. So that's the good news is it is kind of really just coming from the strength of new issuances. I just wanted to make sure you know that the amortization schedule is a little different than it was a few years ago.
Kyle Voigt:
Fair enough. And then just on the potential for pricing tweaks?
Adena Friedman:
Alright. Yes. So we are very prudent in the way that we manage our fees. We're very proud of the fact that we deliver a really strong value to our clients. And we never want to give our top clients any reason to even consider an alternative. And fees do play a role in that. I wouldn't say that it's -- you're right, it's not the reason they switched to Nasdaq. But it can be a door opener for them to consider. They're paying $500,000 to list on your and they're paying $160,000 to list here. And they're getting frankly, in our opinion a far superior service here. Then it allows us to open the door to a conversation and then work with them on all the other aspects of our value proposition to have them move over. So I would have to say, the key differential is a catalyst to conversations on switches. And for IPOs, we think that we offer fee structure that is a strong reflection of the value that we give to our clients. And I think its -- so, we feel good about how we tear our fees in the max that we charge. And we'll continue to make pricing changes periodically to reflect the increased investments we're making in the business. But we don't see a reason frankly, to make a big change in our fees at the top end.
Kyle Voigt:
Thank you.
Operator:
Thank you. We have a follow-up from Alex Kramm with UBS. Your line is open.
Alex Kramm:
Hey. Yes, my follow up was actually just answered on the listings. But very quickly, then maybe on index and other numbers question. You gave the, I guess, the trading contribution. Can you also give the AUM contribution, the exact number for this quarter?
Adena Friedman:
Sure. I know it's -- Michael, you might have it more readily available. But I know within any given quarters, like 60% to 65%.
Michael Ptasznik:
Yes. That's what the answer is 65%. I don't know, do you have the exact number for this quarter. But I think it's in that range.
Adena Friedman:
I think it's in that range, Alex. But probably towards the lower end, since the futures towards the high end.
Michael Ptasznik:
Right.
Alex Kramm:
Fair enough. Thank you.
Adena Friedman:
Sure. And just to make up the difference is the data. So we should say, the index data, index AUM, and the futures volumes of the three components of the index systems.
Alex Kramm:
Yep. Thanks.
Operator:
Thank you. We have a follow up from Rich Repetto with Piper Sandler. Your line is open.
Rich Repetto:
Yes. Hi, Adena. couldn't let the call go by without asking about financial transaction tax.
Adena Friedman:
Yes.
Rich Repetto:
So, I guess the question is, what are you doing to prepare? Are you having discussions with legislators? I know, certainly, there's been a lot in the press about potentially moving. Is that really possible? So what are your thoughts on all this debate on the financial transaction -- or a financial transaction tax?
Adena Friedman:
Sure. So I think the first thing to say is, we're heavily engaged with the New Jersey Legislature and the Governor. We also have been receiving inbound calls from governors from other states to certainly would welcome us as a data center operator or a company that uses data centers in their states as well. The nice thing about the way that we manage our infrastructure is that we don't actually own any of our data centers. We work with Equinix as our partner today. And so, we do have flexibility. We've moved our data centers in the past. So we used to operate out of Trumbull, Connecticut. We moved Carteret several years ago. And then also, we used to be in Ashburn, Virginia for our backup or now in Chicago. So we do have experienced moving data centers. We've also moved our data centers in Sweden. So we are familiar with what that takes. And I think that obviously, in this particular context, it's not just us, we have to work very, very closely with our clients, because our clients are all embedded in our data centers, as well. And they've built infrastructure to support connections between Chicago and New Jersey. So there is an investment that would need to be made in order for us as an ecosystem to choose to go to a different state. But it is absolutely feasible to do it. I think that what we've made clear is that, we certainly operate well in New Jersey. And we have a well established ecosystem here. And if we don't think there's a risk of a tax, then that's something that would obviously be our first choice. But if we believe that the state could impose a tax, just because our data centers happen to be located in their state, and that tax creates friction in the market, that then lessens participation from investors, particularly retail investors, then widen spreads and lowers liquidity, we have to do the responsible thing and find an environment that doesn't introduce oppression. And in every other cases you know, Rich, that transaction taxes have been implemented in other countries, they've seen really negative effects on liquidity and spreads. And so, we have a lot of proof points to say, friction matters, taxes create a friction, and it will have a negative impact, right at a time when given the volatility we really needed to maximize liquidity in the market. So we are like serious about it. And we are heavily engaged with New Jersey and other states to understand the best long term path for it.
Rich Repetto:
Thank you. And just, I think there is a coalition among the exchanges to sort of represent your position. And I think Nasdaq is part of it. But I haven't heard as much outside about it, I guess?
Adena Friedman:
I would just say that there's a wide range of participants, market resistance and exchanges involved and understanding the -- and involved in speaking with the legislature on this issue. Just quickly to get back out to Alex Kramm's question. The specific percentage of revenue coming from AUM in the quarter within our indexes was 63%.
Rich Repetto:
And just to add to that Adena, it was about 24% on the index licensing side -- on the futures licensing side?
Adena Friedman:
Oh, it's 24, not 21. Okay. Thank you.
Rich Repetto:
Thank you.
Adena Friedman:
Okay. So, Rich, I hope that answers your question. Thank you.
Rich Repetto:
Sure does. Thank you.
Operator:
Thank you. Our next question comes from Ken Hill with Loop Capital. Your line is open.
Ken Hill:
Hey, good morning. First, I just want to say congrats to Michael and Ann [ph] on the transition there. My questions on the Q's innovation suite you guys launched. I know, I was just curious from an economic perspective to Nasdaq. Are there new products being rolled out? Do this have any different pricing or any different economics for Nasdaq given maybe like a lower cost product? I know you're rolling out with the Q's, or an alternative type of product there. And then I guess, just thinking forward, are there any other additional products, you might be looking to slice and dice a little bit differently here within the index suite?
Adena Friedman:
Sure. So on the first point, we don't tend to talk specifically about how we structure theses with each individual partner. But I would say that we're very comfortable with how we've built this partnership with Invesco, and to make sure that we are getting properly compensated for the value of the indexes. And so, I think we feel comfortable that if the clients choose the new products, so they choose the current products, we're very happy with the fee rate that we're getting. In terms of other new products, that's actually the most fun part of the index team. They're always considering new strategies and new ways that we can look at both our benchmark like the Nasdaq-100 and Biotech as well as more thematic indexes to bring creativity to investors. And so, we are constantly working with our index partners to find new ways to slice and dice it. So for instance, I think it was a Victory, where we also have implemented the Nasdaq-250, which is the next 50 stocks below the Nasdaq-100. So we have kind of different ways that people can choose to participate in the broader Nasdaq franchise for different partners.
Ken Hill:
Okay. Thanks for the color there.
Operator:
Thank you. We have a question from Brian Bedell with Deutsche Bank. Your line is open.
Brian Bedell:
Great. Thanks for the follow up. Just on the U.S. cash equities market in terms of pricing and revenue captures. We sort of moving into the end of the year. Two dynamics going on there. Obviously, one, we're seeing more volume getting executed off exchange. I suspect that's a part of the retail dynamic and market maker dynamic. Maybe if you could just talk about that? And whether there's any interest in pricing initiatives to capture more of that share. And then, any sort of thoughts on members exchange. And that was seems like that was delayed a little bit. But in terms of pricing, whether you would be doing any pre-emptive pricing against that exchange coming into the fourth quarter?
Adena Friedman:
Okay. So with cash equities pricing, the first thing I would say is, as you all know, it's something that we work on very dynamically, and we make small changes pricing almost monthly actually within their cash equities business. And so, I would say that we're always watching that and working with our clients to understand how we can bring attractive flow into the Nasdaq exchanges. And in terms of the retail trying to get more of the retail to come on to exchange from off exchange. You are correct, that the retail trend has driven a higher level off exchange volumes. And so those orders are not getting subject to the price discovery that we have on market. We'd love to get -- capture more of that. But we also reflect on the fact that the intermediaries have a flow scheme that's different than our exchange fee scheme. So we have to work within the exchange fee structure that we're allowed to operate in. And that will limit our ability to kind of bring in a lot of that new retail office that's going off exchange. But we are always talking to them about on the margins, how can we get more of the retail flow to come through to the exchange. I think that in terms of OMX [ph], and the way that we're managing that, we are highly engaged with our clients we have been now ever since they announced that they were forming OMX. And we take every competitor seriously. And to the extent that we see changes in behaviors among our clients, we will first on to make sure that we are maximizing and optimizing our platform. And we're having those that dialogue all the time. So I wouldn't say that you're going to see dramatic things, but more an ongoing effort from a pricing perspective to manage to that, competitor to the extent that they have early success.
Brian Bedell:
Great. That's very helpful. Thank you.
Operator:
Thank you. And there are no other questions in the queue. I'd like to turn the call back to Adena Friedman for any closing remarks.
Adena Friedman:
Great. Thank you very much. Well, I just want to thank you all. And I do want to again, thank Michael, for just an amazing time together. I mean we've had, we've really are great partners. And he's also done a spectacular job of preparing Ann for the role. He's sponsored her and mentored her. I've had a chance to work very closely with Ann over the years. And so I just can't be more excited to say that, despite the fact that we're very sad to see Michael leave, we're excited for him in his next step. And we are just thrilled that we have such a strong internal candidate to come in and take the role of CFO. And of course, you get to see Michael a lot over the next few months, including at our investor day, which is on November 10. And we hope that you all join us either virtually or in person and we look forward to that. So thank you all very much and have a great day.
Operator:
Ladies and gentlemen, this concludes today's conference call. Thank you for participating, you may now disconnect everyone. Have a great day.
Operator:
Ladies and gentlemen, thank you for standing by and welcome to the Nasdaq Second Quarter 2020 Results. At this time, all participants' lines are in a listen-only mode. After the speakers' presentation, there will be a question-and-answer session. [Operator Instructions]. Please be advised that today's conference is being recorded. [Operator Instructions]. I would now like to hand the conference over to your speaker today, Mr. Ed Ditmire, Vice President of Investor Relations. Please go ahead, sir.
Ed Ditmire:
Good morning, everyone. Thank you for joining us today to discuss Nasdaq's second quarter 2020 financial results. On the line are Adena Friedman, our CEO; Michael Ptasznik, our CFO; John Zecca, our Chief Legal and Regulatory Officer; and other members of the management team. After prepared remarks, we'll open up to Q&A. The press release and presentation are on our website. We intend to use the website as a means of disclosing material, non-public information and complying with disclosure obligations under SEC Regulation FD. I'd like to remind you that certain statements in this presentation and during Q&A may relate to future events and expectations and as such, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. Information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press release and periodic reports filed with the SEC. I will now turn over the call to Adena.
Adena Friedman:
Thank you, Ed. Good morning, everyone. And thank you for joining us. I would like to begin by acknowledging how deeply proud I am of the Nasdaq team's continued commitment to our clients and the communities in which we live during these last few months. With the second quarter being our first full period with a vast majority of our global workforce working remotely, I could not be more proud with the results that we have delivered for our stakeholders amid what is still a very unprecedented time. The executive leadership team and I are acutely aware that our colleagues, clients and so many of our stakeholders are tackling work, family and health responsibilities simultaneously. We are in the fortunate position that our business can operate in a remote working environment globally. And we've remained highly productive and available to our clients throughout this period. That said, we also recognize that some of our team members prefer the opportunity to work in an office environment. And over the long-term, we believe that there are social and creativity benefits that come from working together physically. Therefore, we are working to reopen our offices in a deliberate way as the virus subsides to specific cities and countries where we operate. And we are taking a very measured approach to the reopening of our offices that prioritizes our employees’ health and safety. In that regard, we will continue to make it completely voluntary until at least year-end 2020 for our employees to choose to return to our offices. The second quarter was marked not only by the deepening impact of the global health crisis, but by the escalation and recognition of the social injustices across many communities around us. We are committed to creating lasting, positive change and I'll highlight two examples. Last month, we announced immediate actions to strengthen our continued commitment to diversity and inclusion. In addition to our $5 million first quarter pledge to COVID-19 relief, in the second quarter we pledged an additional $3 million in cash donations to organizations serving underserved minority communities and fighting the impacts of the health crisis. In addition, as we look at Nasdaq’s broader purpose in the communities where we operate, particularly as a proponent of inclusive growth and prosperity, we see the Nasdaq Foundation as a core component of our societal mission. As a result, in addition to committing to an annual contribution to the Foundation of approximately one quarter of a percent of operating profit starting in 2021, we also made a one-time capital injection in Q2 of this year of $10 million to improve the funded position of the Foundation and to support its refined mission. We will update the market as we announce specific campaigns designed to support our Foundation's objectives. There's also a lot of momentum inside of Nasdaq to improve and accelerate our efforts to advance our culture. Therefore, we're increasing our internal resources devoted to programs focused on diversity-oriented professional development, employee experience and talent acquisition. Our ultimate ambition is for the Nasdaq team to reflect the diversity of the populations of each of the countries where we operate, and to provide a performance-driven culture that demonstrates respect and belonging for all of our employees. We are fully committed to taking the necessary steps in the months and years ahead to achieve this ambition. This starts with publishing our diversity statistics from countries where we are permitted to collect that data, which we will start to do by the end of the third quarter. These will serve as an honest assessment of where we are and how far we need to progress. Nasdaq has always had a strong commitment to all three elements of ESG, environmental, social and governance practices. We believe our societal efforts will further enhance our position as a leader that is continuously striving to improve. Now I will turn to our strong financial results for the second quarter of 2020. Nasdaq delivered net revenues of $699 million, an increase of $76 million, or 12% from the prior year period, driven almost entirely by organic growth. I'm incredibly proud to report that once again each of our four business segments delivered positive organic growth during the quarter, a testament to the resiliency of our business and the dedication of the Nasdaq team under the new remote working environment. Net revenues in our Market Services business grew 22% while revenues in our non-trading segments grew 7% from the prior period. On an organic basis, revenues across the non-trading segments increased 6% year-over-year, with growth from acquisitions contributing 1% to total growth. Operating leverage was particularly strong as expenses were up slightly during the period resulting in the non-GAAP operating margin expanding nearly 500 basis points to 53% and contributing to non-GAAP EPS growth of 26%. Turning now to the specific highlights from the second quarter, I will also briefly address the evolving industry and client dynamics we're observing and how we see these influencing our performance for the remainder of 2020. I will begin with our foundational marketplace businesses. Our Market Services segment saw net revenues of $276 million, a 22% increase from the prior year period. This was led by higher cash equity trading and equity derivatives revenue amidst the continued surge in volumes for cash equities and equity linked derivatives. These elevated volumes were driven not only by evolving expectations around the pandemic’s implications, but by the way the pandemic seems to be accelerating certain long-term dynamics that have spurred significant sector rotations in the market. We said last quarter that the volume outlooks set up constructively due to both this pandemic's uncertainties and the fact that 2020 finishes with the U.S. presidential elections. A quarter later, we increasingly expect that the current economic and political backdrop will continue to support elevated volumes during the latter half of the year. Our Corporate Services segment delivered revenues of $126 million, a 2% increase, boosted by a return in newly -- new listing activity and continued demand for our Investor Relations intelligence solutions, as well as higher revenues from corporate governance solutions. After returning to organic growth in 2019, our IR and governance businesses saw an acceleration in the first half of this year driving 8% organic growth in Corporate Solutions in the second quarter, excluding a 2% impact due to unfavorable changes in foreign exchange rates. Our IR advisory services including our relatively new ESG advisory solution were top contributors in the period. We believe the restructured and repositioned Corporate Solutions product suite has a much stronger alignment with the secular trends that are driving our corporate clients’ interactions with their investing community, and other stakeholders. That said, we did experience reduced demand from corporate clients in sectors that are highly impacted by the effects of the pandemic, such as travel, retail, energy and financials where focus on expense control has become a priority. Additionally, prospect engagement in a vortical environment has created longer sales cycles for some of our corporate services. Recognizing that these impacts could change quarter-to-quarter, we have endeavoured to provide our clients with near term savings opportunities within the context of what are meant to be continued and eventually rebounding long-term relationships. In our Listing segment Nasdaq led U.S. exchanges for IPOs during the period welcoming 42 IPOs for a 67% win rate. For the first six months of 2020, we welcomed 69 IPOs, representing 69% of all US-IPOs. Our IPOs have raised $17.4 billion, which represents 66% of total IPO capital raised in the United States. Excluding SPAC, we have welcomed 55 operating company IPOs for an 85% win rate in the first half of the year. Listing highlights from the second quarter include three of the top four largest IPOs by capital raise, including Royalty Pharma, the largest U.S. IPO of 2020 to-date; Warner Music Group; and ZoomInfo, the largest technology IPO of the year. Notable SPAC listings during the period included DraftKings and Nikola Motor Company. The reopening of the IPO window is very encouraging. We have seen a steady inflow of listings from technology and healthcare, industries illustrative of the kinds of companies innovating to solve some of society's most pressing challenges, which are finding a very receptive audience with investors. Companies are also responding positively to Nasdaq’s virtual experience during IPOs reflecting -- reflected in our market leading win rate. Feedback from newly listed companies and also importantly from the investment banking and underwriting communities have been tremendous. Our partners appreciate the seamless manner in which we transitioned our IPO first trade process once we changed our operation to remote environment in March. Looking ahead to the second half of the year, we see a very healthy pipeline of companies looking to tap public markets with many intending to execute again ahead of the November U.S. presidential election. Now let me turn to our technology and analytics businesses. Our Market Technology segment delivered $84 million in revenue and signed $38 million in new order intake. Our annualized recurring revenue in the quarter was $268 million, a 9% increase year-over-year. New order intake overall was moderate during the period as client decision making around large scaled technology projects has slowed during the pandemic. Looking within the product offerings, we note that we had strong new order intake in Nasdaq trade surveillance, a SaaS offering focused on our broker dealer clients. And we signed 5 new marketplace technology customers, all of which were signed after virtual sales process and all of whom selected our SaaS delivered market technology solutions. We were also excited to announce during the second quarter the launch of Nasdaq’s Marketplace Services platform to provide our market technology clients with seamless access to standard cloud-based infrastructure component and full trade lifecycle capabilities as they move to the next phase of their digitalization. This service was announced alongside signing of our first client LEX Markets, which will leverage our cloud masking services to power their trading platform for commercial real estate securities. There is heightened interest in the ways that our next generation technology, particularly the SaaS capabilities that we have built into both market infrastructure and surveillance products can help our clients deal with heightened scalability and flexibility challenges that the pandemic brings. These examples also highlight how we've made significant strides in adapting the ways that our technologists are performing in a more remote work environment. Still implementation projects, new order intake levels and funding for new markets initiatives have been modestly impacted by pandemic-related factors. We continue to expect to see the short-term mostly logistical growth headwinds that increase the risk of the market technology being below the bottom of our medium term growth objectives for the current year. Turning to our Information Services segment, we delivered net revenues of $213 million, up $19 million or 10% from the prior year period. Index AUM rose to $272 billion at the end of the period, up 34% versus the prior year, and eclipsing a previous quarter end high of $233 billion in the fourth quarter of 2019. Index revenue was $68 million, up 24% year-over-year, with contributions driven primarily by the increase in ETP licensed product AUM and secondarily from fees generated from trading of licensed futures. We're incredibly pleased with the strength and resilience of our flagship index products during the quarter. We believe that the Nasdaq Composite and the NASDAQ-100 performance reflects investor interest in the companies that are supporting the modern infrastructure for tomorrow's economy, workforce and workplace. Year-to-date, AUM in all ETPs licensed to Nasdaq’s indices are up over $40 billion and almost 26% of that increase or $64 -- $26 billion, sorry, of that increase or 64% came from net investor inflows to the products, with the remainder from market performance during the year. While this segment is sensitive to what can be reversals in exogenous market beta and futures volume trends, there's no ignoring that the second quarter’s positive results put us in a better position for a full year performance. Our Investment Data & Analytics revenues increased 13% from the prior year period, including the contribution of Solovis which we acquired in March. While 2020 organic growth of eVestment is seeing some impact from budget tightening on the part of the buy side, the addition of Solovis’ real time performance and risk modelling gives us more opportunities to catalyze allocation decisions on the part of asset owners, decisions that in turn are higher usage of eVestments -- of leading asset manager research and selection tools. Revenue in Market Data saw modest organic growth during the period and continues to deliver consistent results. We've seen relatively stable performance and expectations in our Market Data products. And finally for the third quarter -- for the third consecutive quarter, the majority of our revenues in the Information Services business came from the index licensing and investment in analytics products are a direct result of focusing our investments into expanding our capabilities in higher growth areas within Information Services. So, after reviewing each business, collectively, what does this mean from our investors’ perspective? Well, overall, we continue to benefit from a business model that delivers well during challenging times, due to the resilient and diversified nature of our business. With our diversity of offerings and customers, we benefit from certain segments, bolstering our results when others face some short-term pressures. That has been the story of Nasdaq for many years now, and overall it provides for more stability and predictability than many of our direct peers. We continue to see 2020 as an elevated risk environment related to the pandemic’s implications, and related changes to client purchasing behaviors could continue building in some portions of the business as the year progresses. But we also recognize that the strong performance for our index business and the rebound in demand for IPOs has us feeling directionally more optimistic than we were three months ago. On the last quarter call we referenced our long-term outlook of 5% to 7% annualized growth in our non-trading businesses. As we experienced the early days of the pandemic’s impact on the economy, we communicated that we saw risks in our ability to achieve the lower end of that growth range in 2020. Given the strength of our second quarter performance, we believe that the risks have moderated somewhat. Therefore, there's -- unless there's a sharp reversal in the current environment, our confidence has increased in our ability to achieve the lower end of our 5% to 7% organic revenue growth range collectively across our non-trading businesses for the full year of 2020. We will continue to provide updates on our growth progress as we address our third quarter results in October. In addition to the strong results from our businesses this quarter, we also saw positive developments on the regulatory front in the period. In June, the D.C. Circuit Court of Appeals ruled decisively against the SEC on two issues that were very important to us. First, the court’s rule that the SEC exceeded its legal authority by creating a process to review fees long after they’ve taken effect. The rule vacated or invalidated the SEC’s actions in October 2018, when it overturned the ruling of its own administrative law judge that proprietary data prices were properly regulated and constrained by competition and mandated the review of hundreds of other fees. Second, the court’s rule that the SEC’s excess fee pilot was on unauthorized because the SEC lacks the authority to adopt rules and impose obligations if their sole purpose is to gather data. For the commission to regulate, it must identify a problem and justify its proposed solutions with sufficient economic analysis of the cost, benefits and possible alternatives. The pilot would have subjected thousands of U.S. issuers to a multi-year experiment to determine what might happen if liquidity incenting rebates and exchanges were restricted or eliminated. We continue to believe that the U.S. stock markets are the envy of the world delivering unmatched liquidity and resiliency at extremely low cost in a highly competitive environment. We hope that as the SEC moves forward in its efforts to find ways to improve the markets, they do so with the utmost thoughtfulness to ensure that reforms fully deliver benefits across a wide range of issuers, intermediaries and investors that depend on them. Going forward, we urge the SEC to adopt a more inclusive approach to developing consensus around rule proposals and significant rule changes, particularly when those changes are wide ranging and carry a significant risk of unintended consequences. As we look to the second half of 2020 and beyond, we now know that we will be navigating a world and economy characterized by the pandemic’s effects for longer than we were expecting. We've also learned important lessons during this period that bolsters our confidence in our longer term strategy to maximize opportunities as a leading technology and analytics provider while maintaining our foundational marketplace focused businesses. Importantly, we observed several key trends that underscore the flexibility of our strategic ambitions to serve markets everywhere. For example, we're now able to reach a new set of clients and finalize deals in our Market Technology business using our SaaS-based solutions, which provide more turnkey and scalable market capabilities for our clients in a fast changing economic environment. While our index business will always be subject to cyclical beta related impacts due to the nature of its revenue model, we have seen a new appreciation for the thematic approaches that characterize majority of Nasdaq's index franchise. And of course, the good fortune to be in the right thematic for a world that is changing in ways that make technology and healthcare more important to everyone's lives than ever. Additionally, our institutional investor clients are increasingly turning to a data-driven decision making in a volatile and unpredictable environment, which underscores the value of our data analytics offering. And lastly, over recent years, there's been a growing urgency among companies globally to make a positive contribution to the environment and to focus on governance practices. This year, the focus on the pandemic and its impact on our society and in particular on our underserved communities, has elevated a commitment from the private sector to key areas of social responsibility as well. As a result, we're starting to be rewarded for our efforts to expand our offerings, addressing corporate issuers and other clients’ rising ESG needs. As I wrap up, I will summarize by saying that Nasdaq remains sharply focused on advancing our strategic mission. Our global team has demonstrated their seamless adjustment to the remote nature of our current operating environment. And our team's ability to deliver uninterrupted service to our clients has demonstrated in our strong results this past quarter. And with that, I'll turn it over to Michael to review the financial details.
Michael Ptasznik:
Thank you, Adena. And good morning, everyone. My commentary will be primarily focused on our non-GAAP results and all comparisons will be to the prior year period, unless otherwise noted. Reconciliations of U.S. GAAP to non-GAAP results can be found in our press release, as well as any file located in the financial section of our Investor Relations website at ir.nasdaq.com. I will start by reviewing second quarter revenue performance as shown on Page 3 of the presentation and organic revenue growth on pages 4 and 14. The $76 million increase in reported net revenue of $699 million is a net result of organic growth of $75 million including 22% organic increase in Market Services and 6% organic growth in the non-trading segments, a $3 million positive impact from acquisitions, and a $2 million unfavorable impact from changes in foreign exchange rates. I will now review quarterly highlights within each of the reporting segments. I will start with Information Services, which as reflected on pages 5 and 14 saw a $19 million or 10% increase in revenue. Organic revenue growth during the period was 9%, primarily reflecting very strong growth in our index business and then smaller but positive contributions from each of the Investment Data & Analytics and Market Data businesses. Operating margin of 62% declined about 1 point compared to the prior year period, primarily due to the inclusion of Solovis. Market Technology revenue, as shown on pages 6 and 14, increased $5 million, or 6%, with organic growth of $4 million, or 5%. Organic growth during the period primarily reflects an increase in Software-as-a-Service surveillance revenues. As Adena noted, annualized recurring revenue or ARR rose 9% compared to the prior year period. Operating margin of 18% was up 8 points from 10% in the prior year period, and year-to-date margin of 14% for the segment is up 4 points. Turning to Corporate Services on pages 7 and 14, revenues increased $3 million or 2%. Organic revenue growth was 3% or $4 million, reflecting an increase in U.S. Listings revenues and increases in both IR intelligence revenues and governance solutions revenues. This was partially offset by lower event related revenues at the Nasdaq MarketSite and lower Nasdaq Private Market program activity, both mainly due to the business impact of COVID-19. The operating margin of 39% for the segment was up 3 points from the prior period. Market Services net revenues on pages 8 and 14 saw a $49 million or 22% increase. Excluding the negative $1 million impact from unfavorable changes in foreign exchange, the organic revenue increase of $50 million, also 22%. The organic increase driven in the period primarily reflects increases in cash equities and equities derivatives net revenues due to higher industry trading volumes. The operating margin of 64% for the segment remains elevated due to the high volume environment. Turning to pages 9 and 14 to review expenses, non-GAAP operating expenses were $327 million in the second quarter of 2020, an increase of $5 million or 2% compared to the second quarter of 2019. This reflects a $7 million increase from the impact of acquisitions, as well as higher compensation expense, infrastructure costs and depreciation expense, partially offset by lower corporate travel expenses, event spending and changes in foreign exchange rates. Turning to Slide 10, we are taking our 2020 non-GAAP operating expense guidance range to $1.33 billion to $1.36 billion. While we've experienced reduced levels of travel and event spending, it is important to note that we plan to continue to invest in the infrastructure necessary to support the current and potential for even greater activity on our platforms. In addition, we're also continuing to allocate the capital and resources to deliver on our longer term growth initiatives and our full year expense guidance range reflects these investments in the second half of the year. Based on our latest internal expense forecast, which takes into account the impact of the relatively strong organic growth has on variable compensation, as well as the latest foreign exchange rates, as we stand here today, we see ourselves as most likely to be in the top half of our updated expense guidance range. Moving to operating profit and margins. Non-GAAP operating income increased $71 million in the second quarter of 2020 and the non-GAAP operating margin was 53% compared to 48% in the prior year period. The nearly 500 basis point increase in the margin year-over-year reflects strong operating leverage, particularly in Market Services business as well as multi-year efforts to enhance the company’s scalability. So, we would expect some near term reversion should market volumes moderate. Net interest expense was $25 million in the second quarter of 2020, a decrease of $3 million versus the prior year. The non-GAAP effective tax rate was 26.4% for the second quarter of 2020. For full year 2020, we continue to expect the non-GAAP tax rates to be between 25.5% and 27.5%. Non-GAAP net income attributable to Nasdaq for the second quarter of 2020 was $256 million, or $1.54 per diluted share compared to $203 million or $1.22 per diluted share in the prior year period. Let me now turn to the balance sheet. As we’re taking steps from the first quarter of 2020 to increase cash reserves and eliminate near term maturities, in the second quarter, Nasdaq took advantage of a receptive credit environment and issued a $500 million 30 year bond. Then, as the short-term credit environment continued to improve, we became more comfortable with reducing our cash position to more normal levels and used the proceeds from our debt offering and the excess cash on hand to redeem outstanding commercial paper and to repay all the borrowers on our revolver. As a result, the company returned to lower leverage while enhancing available liquidity. Turning to slide 11, the net of these actions is that debt decreased by $626 million versus March 31st, primarily due to $1.1 billion of aggregate net payments on revolver borrowings and commercial paper that I mentioned a moment ago. Our total debt-to-EBITDA ratio ended the period at 2.4 times, down from 3 times in the first quarter of 2020. Net debt-to-EBITDA was 1.9 times, down from 2.3 times in the first quarter of 2020. Also, during the second quarter of 2020, the company paid common stock dividends in the aggregate of $80 million and repurchased common stock in the amount of $30 million. Year-to-date, through June 30th, the company has repurchased common stock in the amount of $152 million, largely completing our objective to use share repurchases to offset dilution of equity compensation and other sources of gross issuances to ensure investors benefit from a stable share count. With that, I'll turn it back over to the operator for Q&A.
Operator:
Thank you. [Operator instructions]. Our first question comes from Rich Repetto with Piper Sandler. Your line is open.
Rich Repetto :
You seem like you're in the sweet spot right now, given your exposure to equity trading and equity options as well as having the high percentage of recurring revenue. So, I guess this -- my question is, with so much volume now going into, from retail, the TRF percentage up in the low 40 percentage. Are we missing anything? I'm trying to look at the unintended consequences of having so much off-exchange volume. Your revenue capture actually went up in equity, which I didn't understand. But just trying to see how -- given that you're in the sweet spot, make sure we're catching all the reflections here or are all the possibilities?
Adena Friedman :
Sure. Well, I would agree that retail participation in the markets, but the equities markets and the equity options markets has been -- certainly has been elevated this year. And you are right, that it is resulting in more off-exchange volume occurring. I think that what we've been really focused on is, for the volume that does, that come to the exchanges, what can we do to maximize our position? And so we've been working really hard right on a few fronts. One is, certainly just overall customer service and availability. Second is, just the scalability of our business and ability to handle these really large volume days, particularly like the Russell and the S&P 500 rebalance days. Third is that we continue to improve the performance of our systems with tech improvements and things that we're doing to make sure that we optimize the performance of our markets. And then the last thing is making sure that we really educate our customers on how to use all the elements of our markets, like our M-ELO orders and other things like that to capture as much volume as we can, but the retail volume generally gets internalized. And then of course turns into secondary volume that comes to the exchanges. So we do benefit from the overall elevated environment, but we do find that the level of internalization is something that we watch pretty carefully. Because you don't want there to be a diminishment of the price discovery that's occurring in the market by having too much of the volume go [off-exchange]. So it's something that we certainly are focused on. I think the one thing that we are focused on, Rich, is just making sure retail investors are educated as they're coming into the markets. The online retail brokers do a really good job of that. FINRA does a really good job of that. So we're just partnering with them to make sure that we're helping them with their educational efforts with the retail investors.
Rich Repetto:
Anything on the revenue capture, that was part of the question -- the one question.
Adena Friedman:
So the revenue capture, it's really a function of a lot of things. So one is just which markets are they leveraging to come into the market and therefore what's our capture rate. I think we also are -- we're very careful in looking at how much volume is coming into the auctions. We did have two very large auctions in the quarter -- at the end of the quarter with the S&P500. I think that was 1.2 billion shares. And the Russell rebalance was 1.5 billion shares. And there's obviously Craigslist as well in terms of the options versus the intraday trading.
Operator:
Thank you. Our next question comes from Alex Kramm with UBS. Your line is open.
Alex Kramm:
Hey, good morning, everyone. Quick one on COVID and the current pandemic. You talked about how -- obviously there's some negative impacts on the revenues, but also positive on expenses. Anything to note positive on the revenues? I mean, are there new business wins or anything that have come out, new use case that your clients have seen where you may be benefiting coming out of this? Or is it too early to tell?
Adena Friedman:
No, actually, I think a couple of areas, Alex, I think it is actually relevant. So the first is how the demand for more of our SaaS-based technology is actually elevated during this period, because I think more and more the clients are realizing that to have the scalability and the flexibility they want to be able to have what I would take has to be on demand, to be able to manage their infrastructure remotely. All of those things really benefit from a SaaS market structure, SaaS market technology. And certainly as they've moved a lot of their compliance and surveillance teams remotely, there's even more demand for our surveillance solutions, because they want to make sure that they're able to propagate this across the firm. So I think those things actually have benefited from the need for people to be more flexible about where people work and having less reliance on their kind of homegrown infrastructure. And so all five of the new clients in the market operators that we signed in the quarter of were SaaS based solution to their all our next generation solutions, both in surveillance and market -- and upgrading. And I think that, in general, our overall demand for those types of services has gone up. I think the second thing is on the index side. We are continuing to have a lot of great dialogue with our index partners about new products that we can bring to market that do play into the long-term changes in the economy, and making sure that we deliver indexes that investors feel like they can invest in over the coming decades, that will have a positive trend around them. So I think that's another area that we're really focused on Alex that's more COVID related. And then I guess the last thing is on our data analytics platform of Quandl. We are seeing more demand for certain elements of alternative data, because they're trying to get ahead of government data, for instance. So there's really trying to get much better insights into demand and how it's changing and shifting in the world. And I do think that a lot of our Quandl products are relevant there. So those are the things that we're seeing Alex.
Operator:
Our next question comes from Ken Hill with Rosenblatt. Your line is open.
Ken Hill:
Hi, good morning. I was hoping to ask about Nasdaq Marketplace Services Platform. So I know you guys launched this at the end of June. You have some detail on the website. And I was hoping you could help me kind of narrow the focus a little bit because it seems to have all -- a lot of great buzzwords in there and have a huge focus which can do a lot of things that a lot of fintechs and exchanges want to do. So I'm hoping to understand maybe how you see it specifically positioned within there? Secondly, you mentioned some early months with LEX there, but then may be who the natural customer base is for this and maybe the addressable market for it here over time?
Adena Friedman:
Yes, no problem. So I think it was funny, we always joke with our marketing department on the buzzwords. So -- but I think that -- let me just kind of break it down. As we think about what we've been investing in over the last several years in market tech, the first thing is, is what we call Nasdaq financial framework, which is really the platform, the core platform that allows for micro service architecture. And what that means is you have this like common data layer, common data management capability, common security layer, a common code based across everything you're building. And that's kind of the core platform regardless of what functionality you put on top of it, and what capabilities you build, it's the common platform that all of our market tech solutions now are built on top of. And then on top of that, you then build capabilities like functionality, trading, prepaid risk management, post trade, processing, settlement, surveillance, things like that. What we've done with the Marketplace Services Platform is essentially completed the trade life cycle in a micro service architecture, so that you can basically deploy a market much faster in the cloud. So everything is fully cloud-native. And you can go and it's a much more kind of a turnkey solution for new markets. So the primary clients for the marketplace services platform are new markets. They could be existing clients that want to launch new markets, they want to launch a resource market or they want to launch something that's in the financial instruments themselves, crypto markets and things like that as well, or it can also be used for these -- kinds of new market concepts that we've been talking about in terms of outside the traditional capital markets. LEX Markets is a real estate securities platform, it’s a really a new construct. And we think that their marketplace services platform is kind of a perfect use case for that. And so it's just really creating a full trade life cycle. Our first iteration of it was the matching engine itself. And now we have a full trade life cycle in that micro service architecture. So, hopefully that helps kind of break down a bit.
Operator:
Thank you. Our next question comes from Brian Bedell with Deutsche Bank. Your line is open
Brian Bedell :
Let me just shift gears to the expense outlook and appreciate your comment on that Mike. Just kind of -- yes, obviously a very good performance with the operating margin, either continuing to grow and higher here and it looks like the -- about 300 basis points of operating leverage so far, halfway through the year with 6% non-trading revenue growth and 3% op expense. So, maybe as we move into the second half of the year, do you think we can still have that type of operating leverage? And maybe just to throw in a comment on the non-trading revenue growth side, new market technology with a little bit of a [spin] on the new order intake, does that mostly depend on that sales trajectory improvement a little bit in second half? Sorry for all the bundled questions.
Adena Friedman:
That’s okay. So, we’ve got discuss of operating leverage and the discussion of order intake and market tech. So, I just want to make sure Michael, do you have any comments on operating leverage that you want to start with?
Michael Ptasznik:
Well, I think we’ve covered it to some degree in the remarks, Adena, so obviously, the operating leverage is getting the benefit from the additional revenue that we’re receiving on the trading activity and that side of the business. And we continue to, as we said in my remarks, invest in the business. And so we do think that there -- for the full year the overall expense guidance is around that 3% range. So, that's what we're targeting and that's what -- when you look at that, in my remarks we said sort of the mid to the upper end of the range with respect to that expense guidance. That's where we come in around 3% for the full year. And then on the revenue side it's really with respect to what happens with respect to the operating or the revenue activities we have on the trading side, which is what the real driver as to whether it's in a -- stay where it is, increases or decreases, it’s dependent somewhat in the short-term based on the trading activity.
Adena Friedman:
Yes, and then on the order intake question from market tech, I think the question is, are we dependent on the same kinds of order intake for us to thrive our year -- our current year results. And I would say Brian that we certainly continue to see a good pipeline of opportunity with order intake. As I said before, I think that we are seeing a little bit more moderated order intake this year because of the fact that bigger technology decisions are taking longer. So, that kind of chunky big order intakes that we tend to get from our larger clients are taking longer as they're managing through their own situation before making significant changes to their system or launching new things within their markets. But I would say that we do continue to see a healthy pipeline. And as we said before, we do see some risk to our ability to reach the lower end of the growth target for our market tech business this year, just because of some of the challenges in terms of time to sales and the way that we're implementing in a remote environment. But overall, the overall health of that business continues to be really strong and demand for our services continue to be really strong. So, I don't have a specific answer to your question about order intake relative to revenue. I'm hoping that we've given you guys enough understanding of the dynamics we're seeing, for you to look at, to get at the right conclusion there.
Operator:
Thank you. Our next question comes from Mike Carrier with Bank of America. Your line is open.
Mike Carrier:
Good morning. And thanks for taking the question. You mentioned that you're more comfortable on the low end of the non-transactional revenue growth range this year, but expecting some client activity in corporate and tech to be slower, which makes sense. I'm just curious, if you were using this scenario for a longer time period, I think, are you seeing clients -- and obviously I think Nasdaq is but it’d would happy enough that you could eventually see a pickup in orders if we’re in some of this type of environment for a longer period of time? And then Michael if either that is the case and we don't see it pickup in activity, what areas would you have on kind of the expense side for flexibility?
Adena Friedman:
Sure. So I do think that clients are adapting. It's kind of they first had to get through really a surge in volume and a complete change in their operating model. And so they obviously put certain decisions on hold. And then you have the second thing, which is, okay, now we've got to deal with this new normal. And what does it mean for our business? And so how much -- how far are we going to lean in on new enhancements or new products, new markets? I think though, however, there was just an enormous amount of kind of momentum and demand coming into the year for new markets to launch, for people to try, to put more instruments on their platforms and for them to really thrive for frankly a more flexible infrastructure. And so I don't think there's decisions that are really put on hold forever. Mike I think that a lot of them are just taking a little bit longer, so they know exactly how they're going to make that capital allocation decisions while they manage through a longer term environment. The other thing I would say is obviously the exchange world in general has done -- has performed well. And the -- obviously the markets have performed well. I think that the volume activity is not just here in the United States, but it's in other countries as well. And so the overall resilience of the business models of our customers make it so that those types of decisions might take a little longer but obviously be made because they definitely see the benefit of modernizing their infrastructure. On the broker dealer side, I think that a lot of -- some of the sales have been more on those immediate needs, and that's why our surveillance sales have been really strong. But over time, broker dealers also want to optimize their infrastructure. They're going to prioritize things that where they're making money, and they are making money in trading. So we do think that those are opportunities also in the long-term to revert back to where we were seeing demand before. And then I'll turn it over to Michael on the question on expenses.
Michael Ptasznik :
Yes, I think, it's just a bit of an extension of what Adena was saying with respect to. We look at the expenses in the context of the revenue. And so if we're in a period where this is continuing, and then obviously along with that there's good chance for uncertainty. So we'll be seeing good revenue or activity on the transactional side of the business. So that goes through really the resiliency of the business, but obviously in an environment that we're sitting in, we are seeing the benefit of reduced levels of spending on some of the discretionary spend or things like travel, our marketing events have moved online, and so you save some of the in-person costs and the cost of hosting those events and we have moved those online, but then there are some savings that's related to that. So we obviously always look at our discretionary spend and we'll look at the non-essential initiatives that we're looking at as an organization that you do over the longer term, but we're definitely going to and I want to make sure, we're clear about this in continuation of my remarks that we're continuing to invest in the capacity and the infrastructure to meet the markets' demands. In addition to that, we will continue to invest in the long-term growth initiatives for the business. And so we will look to manage expenses where we can and where possible, but we will continue to invest for the future.
Operator:
Thank you. And our next question comes from Chris Harris with Wells Fargo. Your line is open.
Chris Harris :
So there was a decent sized drop in the U.S. options capture rate in the quarter. Can you talk a little bit about what's going on there and then is this a good run rate would you say for U.S. options capture?
Adena Friedman :
Sure. So the U.S. options capture is really a function of the level of retail that's come into the options markets, because they -- those types of orders tend to gravitate towards the price time market as opposed to the floor-based markets or the complex markets like we have in ISE. So that -- and as you know the price time markets tend to have a lower capture. So I do think it's much more of a trend of retail. Now whether or not that trend will continue over the long-term is something that we all we'd like to see in general, because while the capture is lower, the volumes are up, right? So you have to kind of look at it, it's a balance there. And so, in general, we feel that having more participation in the market, more varied participation in the markets and more democratization of the market, these are all good things for the capital markets in general. And so I would say we just firstly just have to -- we'll have to see how much, how resilient the retail is. But I would say that you should look at it more as a function of that as opposed to concrete or discrete decisions that we've made. It's more just where the volume is going.
Operator:
Thank you. Our next question comes from Alex Blostein with Goldman Sachs. Your line is open.
Alex Blostein :
I was hoping to get to the Infra Services segment for a second. Could you guys talk a little bit about sources of growth particularly around the U.S. prop business this quarter as well as the pickup in investment in data products that there also seems like to be pretty nice pickup sequentially. So maybe a little bit more color there would be helpful?
Adena Friedman :
Sure. Yes. Sure. So on the prop products, our proprietary products, we are continuing to find demand for our products particularly as frankly the retail investing dynamic continues to increase. I think that more and more of the retail brokerage firms and those firms that are really geared towards retail investors want to have access to real-time information and we offered in a really flexible way. And so and we worked very hard to be highly competitive with our peers, in terms of offering us superior products at a great price. So that has been an area of growth for us as we've continued to expand the usage of our data across the broader capital markets ecosystem. I think that in terms of the data and analytics business, it's been driven by couple of things. First, we still continue to have good growth in eVestment, although, it's somewhat moderated from last year, because we've been really working very hard to really solidify the core value proposition that we have for clients. We changed our pricing model last year and it's actually really benefiting the resiliency of that business this year, the usage of our data and analytics this year on eVestment. And it's kind of setting us up to really continue to drive new -- growth for new product delivery. So we've had actually a 39% increase in the usage of eVestment this year over last year and that's really because more and more of the C-Suite of the asset managers are really picking up and leveraging the eVestment data to make more strategic decisions around how they want to launch products or allocate their assets to different investment strategies. And I think that will give us a really good position to grow and expand the product base there. We also have the benefit of Solovis coming in and also driving growth. They've had, they have strong demand for their services. And we signed our first kind of Solovis client on the back of being an eVestment client. So we are opening doors through our eVestment relationships for the Solovis product. So I think all of those things are the reasons why we're seeing healthy growth in that business, but we're also shoring up the resiliency of the business with the change in the pricing.
Operator:
Thank you. Our next question comes from Kyle Voigt with KBW. Your line is open.
Kyle Voigt :
So maybe just one on the index business. I wonder if you can update on how much of that index revenue line is driven by AUM base fees now. I think, last update was around 60%. And I'm wondering if you could help us understand the average fees on assets benchmark to that NASDAQ-100. I think primarily the Qs where the AUM is up 54% year-over-year versus the total AUM up 34%. Just wondering if there is some favorable mix shift going on there on top of the really strong growth? A - Adena Friedman So in general and I just want to make sure, we've been looking at this in terms of percentage of our revenue in the index business that comes from AUM-driven revenue versus the futures volumes and the data revenue. And about 60% to 65% of the revenue in the index business comes from AUM and that's kind of an average over the last -- or a range that we've experienced over the last few years. And somewhere in the range of kind of 10% to 20% comes from the futures volumes. It really just depends on the quarter in terms of the level of activity there. So hopefully that gives you a little bit of a sense of the scale. In terms of the fee base, we don't publish fees specifically to index businesses or our specific indexes that we launch with our clients, but I would say that the NASDAQ-100 Index program, in the way that the partners that we have with Invesco is a long standing evergreen partnership. So that the fee base within the NAS-100 has been the same for a long time.
Operator:
Thank you. Our next question comes from Ari Ghosh with Credit Suisse. Your line is open.
Ari Ghosh :
So Adena just circling back to your comments on the index business. If I look at the recent performance, it's especially noteworthy given that even outside of market beta organic net flow growth, I believe is accelerated to around 15% range and is outpacing industry trends. So could you just talk about some of the differentiating factors and notes around your index business versus some of the larger index players in the industry? And then looking ahead just curious where you see the most room for product innovation. Is it around the smart beta, ESG or some other white space out there where you see the most opportunities? Yes, just as we think about, you're looking at avenues not to hit that medium-term growth targets in the index business.
Adena Friedman :
Sure. So I think that first thing, I would say is, the NASDAQ-100 and the Nasdaq Biotech Indexes are just great foundational franchises for us. And then we have a very, I think, actually a great cadre of smart beta indices that also have done quite well in terms of just leaning into overall thematic trends. So I just think that we've been pretty good at selecting the types of themes that we want to launch in our index business. We're little bit more, I would say, of a niche type of player. We don't do every index that you can possibly imagine. We really do, work very closely with our partners to launch products that we think will have really strong investor demand, but also playing to trend. So the trends that we've seen has been highly successful are trends around technology, cloud indices, IT security indices, biotech indices and obviously the flagship NASDAQ-100, which is a -- which has a lot of waiting towards the technology sector in general, but it is actually a broad-based index that has a lot of sectors in there, but technology is obviously the most prevalent. So I think it's just that, our market as well as the indices that we build around our market trends are I think just playing into the next generation of our economy. And I think as a result of that we've had -- this resilience. And even you know in other down periods like in 2018 in the fourth quarter, we did not have as much reduction AUM, because even if the market performance was down for the quarter, we saw a lot of inflows coming in which offsets, obviously drops the market performance. In this particular case that's why we noted in my remarks that over 60% of the increase in AUM was actually from inflows not just market performance, because it does tell you that we're leaning into a lot of long-term trends with our indexes. So hopefully that answers your question, Ari, on that.
Operator:
Thank you. And we have a follow-up from Alex Kramm from UBS. Your line is open.
Alex Kramm :
Quick one, maybe -- maybe not. You mentioned -- Adena, you mentioned ESG three times in your prepared remarks today. So just curious if you can give us a little bit more color, which is obviously a super fast growing macro trend. And so any idea how big ESG is for you today, how fast it's been growing and where you see how much of an impact you can make in the future in terms of potential growth here?
Adena Friedman :
Sure. Yes. And that actually goes to Ari's second question which I didn't answer, which is, where do we see the bigger trends going forward in the index business. And ESG is certainly one of the big macro trends, and it is an area that we want to make sure that we again, in a very specific way that we are also playing into the ESG trend. We're trying to make sure that we do, for instance ESG versions of the OMXS30. We have other ESG thematic indexes that we're launching with our partners. So that's one area of ESG that we're definitely focused on, but it's still very small for us, Alex. I think that -- the other is actually in our corporate services business, where we did make a very small acquisition in a company called OneReport, but that is really catalyzed demand from our corporate clients. So I think our largest near-term opportunity, but still coming off of, we just launched the ESG advisory service like 18 months ago. So this is still pretty new. It's really helping our customers navigate a very complex environment around ESG reporting, making it easier for them to report their information by putting it into one place and having one repository that we then translate and map out to all the metrics providers. Ultimately, we're going to want to expand that. So we can actually map that directly into institutional investors’ databases. And then additionally making sure that we capture this -- that information and make it so we can provide our corporate clients with more reports on their own trending, how they're trending against peers things like that. So that they can get more intelligence from all of the work they're doing around ESG. And I think that, so we see that as kind of a short-term in terms of really building up our consulting capabilities as well as our technology service to make it easier for them to review the reporting and then long term as we really create even more intelligence for our corporate clients and for institutional investors on overall trends in that. And then the last area of ESG that we're focused on, but again it's still very small from a revenue perspective, but we definitely see a lot of growing demand for it, is in the Nasdaq sustainability bond index, I'm sorry Nasdaq sustainable bond index -- network, which is really kind of -- in Europe it's a sustainable bond market where they list their bonds and make them available to investors in Europe. In the U.S., it's not yet a market, but it's essentially a listing venue for people to come in and we do a lot of work to make sure we invest in the bonds and other financing instruments around sustainability and confirm that they are, in fact, meeting sustainability needs and giving those companies access to the markets through those sustainability bond network, sorry, but that's still again small. So if I were to rank, order them in terms of near-term opportunity I would say that corporate products that we're launching are definitely the highest near-term opportunities, but all three of them have good long-term opportunities for growth for us, Alex.
Alex Kramm :
Okay, but too early to give any sort of corporate-wide ESG metrics or revenues like some of your information services PSR are already doing.
Adena Friedman :
Yes. No, I would say it's too early for us. And they are kind of embedded in different segments. So it's not something we pull together as one number.
Operator:
Thank you. And there are no further questions in the queue. I'd like to turn it back to Ms. Adena Friedman for closing remarks.
Adena Friedman :
Okay, great. Well thank you all very much for your time today. We are very pleased to see that our businesses are delivering strong organic revenue growth in the quarter. Guided by our strategic direction, we have a clear focus to finish 2020 strong as we re-imagine markets to realize the potential of tomorrow, and we are committing to executing our plans diligently while keeping our employees safe and set up for success while in the remote environment. So, but thank you very much and have a great day.
Operator:
Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect. Everyone, have a great day.
Operator:
Ladies and gentlemen, thank you for standing by and welcome to the Nasdaq First Quarter 2020 Results Call. At this time, all participants' lines are in a listen-only mode. After the speakers' presentation, there will be a question-and-answer session. [Operator Instructions] Please be advised that today's conference is being recorded. [Operator Instructions] I would now like to hand the conference over to your speaker today, Mr. Ed Ditmire, Vice President of Investor Relations. Please, go ahead, sir.
Ed Ditmire:
Good morning, everyone and thank you for joining us today to discuss Nasdaq's first quarter 2020 financial results. On the line are Adena Friedman, our CEO; Michael Ptasznik, our CFO; John Zecca, our Chief Legal and Regulatory Officer; and other members of the management team. After prepared remarks, we'll open up to Q&A. The press release and presentation are on our website. We intend to use the website as a means of disclosing material, non-public information and complying with disclosure obligations under SEC Regulation FD. I'd like to remind you that certain statements in this presentation and during Q&A may relate to future events and expectations and as such, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. Information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press release and periodic reports filed with the SEC. I will now turn the call over to Adena.
Adena Friedman:
Thank you, Ed, and good morning, everyone. Thank you for joining us. My remarks today will focus on three areas
Michael Ptasznik:
Thank You Adena. Good morning everyone. My commentary will primarily focus on our non-GAAP results and all comparisons will be to the prior year period unless otherwise noted. Reconciliations of U.S. GAAP to non-GAAP results can be found in the attachments to our press release and in the presentation that's available on our website at ir.nasdaq.com. I will start by reviewing first quarter revenue performance as shown on page 3 of the presentation and organic revenue growth on pages 4 and 14. The $67 million increase in reported net revenue of $701 million is the net result for organic growth of $81 million including a 22% organic increase in market services and an 8% organic growth in the non-trading segments. An $8 million net negative impacts from acquisitions and divestitures and a $6 million unfavorable impacts from changes in foreign exchange rates. I will now review the quarterly highlights within each of our reporting segments. I'll start with Information Services revenues which as reflected on pages 5 and 14 increased $18 million or 9%. Organic revenue growth during the period was also 9% reflecting growth in the index and investment data and analytics businesses. Included in index revenues is a $5 million collection of previously unpaid license usage fees. Market Technology revenue as shown on pages 6 and 14 increased $4 million or 5% with organic growth of $5 million or 6%. The organic increase was partially offset by a negative $2 million impact from unfavorable changes in foreign exchange rates. Organic growth during the period primarily reflects an increase in software-as-a-service surveillance revenues and an increase in software delivery and support projects. As Adena mentioned annualized recurring revenue or ARR rose 9% compared to the prior year period. This increase was the net of an adverse impact from changes in foreign exchange rates which also affected the comparison to the preceding fourth quarter of 2019. Without that impact the year-over-year growth in ARR was 11%. Turning to Corporate Services on pages 7 and 14, revenues increased $7 million or 6%. Organic revenue growth was also 6% or $7 million reflecting an increase in the total number of listed companies and annual renewal fees as well as higher governance solutions revenues and IR intelligence revenues. Market Services net revenues on pages 8 and 14 saw a $48 million or 21% increase. Excluding the negative $3 million impact from unfavorable changes in Foreign Exchange the organic revenue increases was $51 million or 22%. Organic increase during the period primarily reflects an increase in cash equities and equities derivatives net revenues due to the higher industry trading volumes. Now turning to pages 9 and 14 to review expenses. Non-GAAP operating expenses increased $14 million to $336 million. The change reflects a $23 million or 7% organic increase, most of which was due to the impact of higher achievement within our performance-based compensation programs in relation to the higher organic growth. This is partially offset by $5 million decrease from the net impact of acquisitions and divestitures and a $4 million payroll impacts from changes in foreign exchange rates. Turning to slide 10. We are updating our 2020 non-GAAP operating expense guidance to a range of $1.32 billion to $1.37 billion. Adjusting largely for foreign exchange rates and the recent acquisitions of Solovis and OneReport, the midpoint of the expense range represents an approximate 3% organic increase year-over-year. This 3% organic increase is consistent with our medium-term 3% expectation and is unchanged from the three months ago when we reported fourth quarter results. Moving to operating profit and margins. Non-GAAP operating income increased $53 million in the first quarter of 2020 and the non-GAAP operating margin was 52% compared with 49% in the prior year period. The 300 basis point increase in the margin year-over-year reflects a strong operating leverage particularly in our Market Services business as well as multi-year efforts to enhance the company’s scalability. Though we would expect some near-term reversion should market volumes moderate. Net interest expense was $24 million in the first quarter 2020, a decrease of $10 million primarily due to our debt refinancing in the first half of 2019. The non-GAAP effective tax rate was 26.5% for the first quarter of 2020, for full year 2020 we expect a non-GAAP tax rate to be between 25.5% and 27.5%. Non-GAAP net income attributable to Nasdaq for the first quarter of 2020 was $251 million or $1.50 per diluted share compared to $204 million or $1.22 per diluted share in the prior year period. Excluding the impact of Section 31 fees, which is a pass-through fees collected on behalf of the SEC, free cash flow in the first quarter of 2020 was $380 million. Now, let me turn to the balance sheet, where we've taken actions to strengthen our liquidity and cash position and address refinancing risks in response to the uncertainties posed by the COVID-19 and related economic impacts. First, in February we took advantage of relatively low rates in the Euro bond market to refinance the $600 million 2021 Euro bond with a new 10 year, $600 million 2030 Euro bond, reducing our borrowing costs from 3.875% to 0.875% annually. This also eliminated near-term bond maturities until May of 2023. Then starting in March, we observe conditions in the market for tier 2 commercial paper issuers were deteriorated impacting both costs and actionable duration of CP issues. And so we borrowed under a revolving credit line to eliminate funding uncertainties. Among Nasdaq funding sources are revolver serves the principal purpose to provide liquidity and act as a backstop on our commercial paper program, so that if we encountered a time when issuing commercial paper was unavailable or unattractive, we would have the option of borrowing on a revolving credit line instead. We typically maintained around $400 million to $500 million in commercial paper and given the uncertainty in the debt market during March we decided to borrow approximately $800 million of our available liquidity on the revolver. The approximate $800 million provided the company the ability to repair commercial paper including the remaining $350 million as it comes due over the balance of Q2 plus create an additional cash cushion of approximately $300 million. Looking forward we expect to maintain this more conservative cash position in the near term and as always, we weigh funding alternatives which include utilizing our borrowings under the revolver, returning to the commercial paper markets if conditions are attractive or issuing long-term debt. Now turning to slide 11. The net of these actions is that at the end of Q1, 2020 debt increased by $721 million versus Q4 of 2019 primarily due to the net borrowing of approximately $800 million on revolver. This is partially offset by a net reduction in other debt instruments. Our total debt to EBITDA ratio ended the period at 3.0 times up 0.4 times versus the fourth quarter of 2019 but our net debt to EBITDA was 2.3 times unchanged from the fourth quarter of 2019. While adjusting our balance sheet positioning to enhance our liquidity brings slightly higher interest expense it has enabled us to have uninterrupted ability to continue executing our capital deployment plan. For example, during the first quarter of 2020 the company funded the two aforementioned tuck-in acquisitions Solovis and OneReport as well as continued funding of our important R&D initiatives such as our work to expand investment solutions set to serve private equity investors and the continued rollout of our SaaS market technology model. Also during the first quarter of 2020, the company paid a common dividend in the aggregate of $78 million and repurchase common stock in the amount of $122 million. With an additional $30 million of repurchases completed thus far in Q2, we have largely offset the dilution from our equity programs for 2020. Today the company also announced that our board has approved a 4% increase in the quarterly dividend to $0.49 per share which takes into account our growth in income and cash flow over the last year but also the heightened uncertainties around the magnitude and duration of the COVID-19 pandemic's future macroeconomic impacts. Looking forward, we plan to continue with our stated capital deployment priorities, of working to identify investment opportunities that meet our strategic and financial objectives, of maintaining our dividend policy with the intention to provide stockholders with regular and growing dividends over the long term as earnings and cash flow grow, of executing our buyback program to target a stable share count and to manage balance sheet leverage to maintaining an investment grade credit profile. With that I thank you for your time and I'll turn it back over to the operator for Q&A.
Operator:
Thank you. [Operator Instructions] Our first question comes from Richard Repetto with Piper Sandler. Your line is open.
Richard Repetto:
Good morning Adena and good morning Michael and Adena thanks for the review of the business segments and I guess the sensitivities to this, I guess changing and challenging environment. The one – and it helped very much. One question I'm getting from investors and sort of jumped out at me too was the new order intake in market technology. So it came down from the elevated levels for my 4Q but the ARR didn't materially change quarter-over-quarter. So I'm just trying to see that big number that you put up in 4Q. Could you review again how that could flow through and how you could see benefits in the market tech segment?
Adena Friedman:
Sure. Yes. Thanks Rich. So we did have a high level of order intake in the fourth quarter and that obviously then had some impact on the amount of order intake we took in on the first quarter but as a reminder the order intake can come in three different groups. So one is renewing and in some cases expanding existing clients, the contracts so that's both extending out of the contract term and in some cases expanding the services they offer. The second is new client acquisitions for trading solutions and what I will call marketplace solutions and the third is the more staffs oriented revenue that's more immediately SaaS in our surveillance business and what you're finding is the order intake that took place in Q4 the way that it flows through ARR is in the SaaS, is kind of surveillance business that's currently SaaS and any new markets that are truly SaaS that can come in pretty quickly into the ARR in the following quarter but the vast majority of the order intake either is an expanding out of contracts so that it will then start to flow into ARR as our contracts are extended or with new clients where we have to develop the solution and then deploy it, the ARR will not -- it won't show up on ARR until we've deployed the solution because we don't count the billed on costs and the billed revenue oriented revenue as ARR. So in the vast majority of the cases for the fourth-quarter order intake it is requiring us to build out the solutions first before that'll show up in ARR so there is a delay.
Richard Repetto:
Got it, thank you very much and again thanks for the review of the business segments.
Adena Friedman:
Sure. Thanks a lot Rich.
Operator:
Thank you. Our next question comes from Dan Fannon with Jefferies. Your line is open.
Dan Fannon:
Thanks and just a question again on market tech, thinking about some of the forward-looking implications you highlighted. The 1Q results were slightly below, we were looking for, so curious if you started to already see that play out in margin in the 1Q revenues? Are there other things that may be impacted that kind of potential first quarter results in terms of the slowdown and then also last quarter you mentioned margins improving on a year-over-year basis and that segment going forward given the forward look for revenues, I assume that's maybe not a doable but maybe talk about the margin profile for that segment given the changes you've been implementing for a while and the transition to SaaS and those things and how that might still play out from a margin perspective?
Adena Friedman:
Okay. Great. Thanks. So with regard to the 1Q results and looking at how they are developing as we go through the year, I think that we -- I would say that we didn't see a lot of impact of the COVID-19 situation on our 1Q results but some because remember a lot of our clients are in Asia and so they were earlier, hit much earlier by the virus than the rest of the world and so some of the works that we were doing in that region got delayed. So I would say that there was some impact in Q1. I think that now that it's become more of a global situation, we wanted to make sure we did give you a view into what we are seeing so that you can understand were there might be delays in work that we're working on. We are still for instance doing design studies but if they're doing, if we're doing design study remotely it just takes longer to get the design studies done. And so and we are still doing them. It's actually been really great to work with our clients that way but it does take longer to get through the design work when you're having to log in on Zoom together. And then in terms of some of the new enhancements that we are working on for our clients or frankly upgrades of their trading systems or other systems. They've asked for some short-term delays while they're managing through a remote working environment and so those are the types of things that we're starting to see. We're not seeing general underlying weakness in our clients or client relationships. It's really just showing that there are other diversions of their attention right now and that will have some short-term impact on how we can recognize revenue against project related work, a short-term change requests as well as new deliveries that we're working on. In terms of the margin we are as focus as you guys are on managing the margin in the business and so the way that we're looking at that balance is we wanted to be able to continue to develop and deploy our next gen technology stack and there's work that we're doing to really fill out our SaaS capabilities against that technology and we will, our goal is to continue to do that work. We also have to make sure we're managing to our client expectations in terms of managing workload we do have but we also have the ability to look at that in terms of making sure that we're making the right decisions around building out the teams and managing the teams so that we can try to manage to the shorter term margin issues. So we are still working towards showing an expansion of margin there but as you said it will be harder with lower growth this year.
Dan Fannon:
Thank you.
Operator:
Thank you. Our next question comes from Brian Bedell with Deutsche Bank. Your line is open.
Brian Bedell:
Great. Thanks. Thanks very much for your comments also Adena. Very helpful course of businesses. Maybe just to circle back on that in terms of that sounds like it's mostly from within the market tech segment in terms of the COVID-19 related slowdown but maybe if you can just sort of characterize what you think, the base revenue run rate is on a quarterly basis that would be -- that is guaranteed effectively through this period and then also if you can just comment on the index data that looked like it was very strong related in relation to the actual metrics. So just wondering how that the index data might play out in the second quarter given where the markets have been had turned?
Adena Friedman:
Sure. So we don't communicate kind of that base revenue that you're looking for. We try to provide enough context for you to understand that we have a very broad and secure base of clients both across all of our businesses. So whether it's market technology, corporate solutions, information services and our markets business. We have active and engaged conversations and we have a very broad base of clients. So we have that the benefit of diversity and when I gave my comments I wanted you to see either what we're starting to see or what we could see as we understand this pandemic and its potential impact on our clients. But we don't provide a specific kind of revenue base number that you're looking for. We're just trying to make sure you understand how our growth could be impacted going forward through the year. In terms of our index business, the index business was impacted by three things. First, as Michael mentioned we did have a collection of unpaid invoices that we were able to secure in the quarter and that had a positive impact of $5 million but even without that we did have double-digit growth in the index business and that was driven by the fact that our AUM is up. So that's one. And that volumes in the futures of business as you know we have an agreement with CME on the futures volumes in the Nasdaq-100 index futures and those volumes were very, very high during the quarter which obviously helped supplement the growth in the business.
Brian Bedell:
Got it. That makes sense. Okay. Thank you very much.
Operator:
Thank you. Our next question comes from Alex Kramm with UBS. Your line is open.
Alex Kramm:
Yes. Hey, thanks. Sorry to jump back into the index business real quick but can you actually be a little bit more specific and maybe this is for Michael then, on the pieces on the quarter-to-quarter basis because I feel like there's still something missing. So AUM, I think average AUM was up 5% quarter-over-quarter in ETPs and I think the volumes you mentioned on CME I think we're up 109% quarter-over-quarter. So maybe just in terms of dollars what the contributions were and also maybe on the subscription side if there was a big increase there? It just seems like there's, you're either doing a lot better than we thought or something else going on. So just curious if you can flesh out the pieces looks better.
Adena Friedman:
Sure. So I think that a couple things and I'll also send it over to Michael to see if I miss anything. So the first thing is recognizing that the AUM is 5% growth in AUM but then also depends on where the AUM is coming from and in this particular case we saw strong, pretty strong reflection of AUM in our benchmark indices that tend to carry a slightly higher fee rate. So that's one to consider and then the second thing is on the futures volumes when I looked at last year, I looked at like all of last year and the future is volume revenue contributed about 12% of the overall revenue -- 12.5% of the overall revenue in the index business whereas in the first quarter it was 19%. So hopefully that will give you a sense of the scale of the change in the futures revenue but I don't know Michael if you have anything else.
Michael Ptasznik:
No, I think it's primarily within that futures revenue is -- we do have a new contract with CME and so when you look at it on a year-over-year basis, any additional volumes, plus e-mini micros that they have when you take that all into account with the mix, etc. It adds up in the results that we're seeing plus in addition to $5 million Adena mentioned earlier and that I mentioned in my remarks.
Alex Kramm:
Yes. Thanks. Those numbers from Adena were great. Thank you.
Adena Friedman:
Okay. Thank you.
Operator:
Thank you. Our next question comes from Chris Allen with Compass Point. Your line is open.
Chris Allen:
Yes. Morning everyone. I guess, I just want to ask quickly just on the taking down the revolver and maintaining the cash buffer. I get that you have to repay the CP in the second quarter, if the CP markets do not improve. I'm just wondering why you think it’s necessary to maintain a notable cash buffer right now, just given the cash generation capabilities of your businesses and just where you are from a kind of leverage standpoint at present.
Michael Ptasznik:
Yes. Thanks Chris. I think the simple answer is it's really built in suspenders as we're going through an unprecedented time something that comes along once every hundred years and you're in a situation when we were in March with the markets were very volatile. The short term funding markets obviously had have tightened up substantially and honestly in a position like this it's just a matter of having liquidity is a very good thing to have and it just allows us to sleep well at night. So there was no immediate need for that additional buffer. It honestly was just putting some additional cash on the balance sheet so that we had some protection for unforeseen circumstances again given just the uncertainty around the events. And as things settle down and things now with the government stimulus and the markets returning to normal we will take a look to see whether we need to maintain that additional $300 million or so and will pay down the revolver when we feel comfortable but it was really just like I said it built-in suspenders approach.
Chris Allen:
Thank you.
Operator:
Thank you. Our next question comes from Mike Carrier with Bank of America. Your line is open.
Mike Carrier:
Good morning and thanks for your update and taking the questions. Questions around the organic growth and I think for all the updates I think that was helpful and would be cautious this year but when you think about the low end of the range like in terms of determining that is it like kind of the depth of the recession and the impact from the pandemic or is it more the duration meaning if it lasts a long time? And then Michael just on the expenses related to the non-transaction and the non-trading part of the business, like how flexible is that and Adena, I think you mentioned on the organic growth like the longer term but like you go through like if you like this and a lot of customers kind of rethink businesses. So are there any parts of the business that you think you can actually see more demand for outsourcing and some of the services that you provide to your customers?
Adena Friedman:
Great. Thanks a lot. So I'll start with the organic growth range. I think that we've been really evaluating 2020 and we also have been looking at it long term as I mentioned, so it's kind of like what's the immediate impact and how should we make sure that we're communicating at least what we're seeing and what we know about a great unknown right now. And then also looking longer-term, are we still playing into the right trends. Are we seeing those trends either develop as they have been or even accelerate. So taking both in order on 2020 I think that, we are trying to make sure that we recognize that if things kind of are able to return to a “new normal” I'm going to call it that relatively in a sustainable way as we get through the first half of this year and into the second half of the year then I think that will find that IPO has come back in albeit slower than what we had experienced last year in the first quarter. We will also expect that we will continue to have great ability to provide intelligence solutions to our investment management clients and our corporate clients and then we also have a lot of projects and a lot of opportunities within market tech that we would expect that our clients will want to hop right back to it and get those going as they see their own worlds normalized to a degree. We do think there will be a new normal though. We don't expect all of our employees to come back to the office right away. We don't expect our clients employees to come back to the office right away and so it will be a hopefully a steady improvement in the environment as we get better testing as we hopefully implement some contact tracing and we can be better at managing and equipping our employees to work safely. So I think Mike that's a new normal that's something that we would like to see and I think that gives us -- that make – it plays right into what we're good at and what we can do but we also recognize that that's not necessarily the outcome. So we wanted to give you a sense of where are there the risks and those risks to the extent they continue to manifest will make it harder for us to reach the low end of the range this year and we wanted to make sure that you were aware of that, but when we look longer term we continue to be really optimistic about where we're investing and why what we're doing is important and I actually completely agree with your comment which is that as people look forward and they say okay what do I need to do myself and where can I find a partner who can do it for me or what do I need to do on-site and what can I put into a cloud environment to make it some not as dependent on my data center and the people there. I think that we have a lot of opportunity to partner with our clients on tech. I mean I really do. I think that they will be looking for more and more solutions that can scale up, that can be operated remotely, managed remotely, that make it so that they can operate in a more of a BCP environment and I believe that what we're building and what we're doing will play into that quite nicely. In terms of the expenses I'm going to send that over to Michael because I forgot what the question was.
Michael Ptasznik:
Yes. Thank Adena. The answer on the expenses and whether it's a trading or the non-trading expenses. I think Nasdaq has historically shown that it's very efficiency focused organization and we do look at our expenses on a very detailed basis across our different segments and depending on what's happening with respect to the nature of the business we do have some levers that we can affect. We obviously have some discretionary spend across our different programs. Number one we'll take a look at those and that includes things like marketing and travel and entertainment and other types of opportunities. In addition to that we do have our initiatives and there's – these initiatives that Adena referred to earlier in our R&D program but there's also a number of other underlying initiatives that as an organization you have the opportunity to either do faster or slow down depending on the nature of the environment that we're facing and then you can always continue to look at other elements within the cost space. We now have much more flexibility with respect to our working environment and so we'll take those things into account. So I think will be very cost-conscious and we will obviously observe the environment and adjust our expenses accordingly.
Mike Carrier:
Thanks a lot.
Adena Friedman:
Thank you.
Operator:
Thank you. Our next question comes from Ari Ghosh with Credit Suisse. Your line is open.
Ari Ghosh:
Hey good morning everyone. Assuming this one for Adena, I appreciate all the color that you provided and apologies again but back to your comments around potential risk of hitting that 5% range in 2020. Just based on your early assessment and I know you've hit on this a little bit but again apologies if I missed it. Could you just talk about specific areas and segments that might be driving that? Because if I think about the trends that you saw early this quarter, info services, the solid friends there and then just overall in the business by those analytics surveillance, tech infrastructure those are sort of more essential and I imagine would be a little more sticky in the near term as well. So maybe can you just drill down by maybe high-level business and then specific either client segments or regions that you see right now that could potentially drive some of this weakness in the near term that could just help maybe sort of bring fences and brands for us to think about sort of how long this could last in terms of whether it's more near-term concern with the particular sub-client segment or maybe longer term nature? Thank you.
Adena Friedman:
Sure. Okay. So I'll try to be brief but it's a big question. So the first thing I would say is you are correct that we have a sticky client base and I think that we should recognize that and I hopefully I conveyed that in my prepared remarks that we have, we do provide critical services, critical technologies, critical information that allow our clients to navigate the capital markets or operate capital markets successfully. So you are very correct we have a sticky client base and so that gives us great confidence in the overall base and foundation of our business. But when we look at growth it's driven by obviously in upgrading or even increasing the relationships we have a certain customers or finding new customers or making changes in pricing. And I think we've made our normal course changes in prices this year and those are already being reflected and through the results but when we look at the other two, I think that when it comes to our current client base whether it's corporate clients, investment management clients, broker-dealer clients or exchanges they're very busy right now. So they will look for us, to us for immediate needs and we will be able to provide them to them like we help them through the surge and traffic and volumes through their systems. We've helped corporate clients really try to understand and do some new targeting work to help them understand how to attract new investors into their names. We certainly have done a lot of work with our investment management clients and we're doing a lot of analysis now on, business continuity planning and other things that help our investment management clients. So we have a lot of really interesting short-term work and I think some of that was well reflected in the quarter but also will continue to benefit us. I think where we just want to make sure we recognize is that with our existing clients they are quite-quite busy and so decisions get slowed down and they are also dealing with their own uncertainties and so they want to make sure they kind of understand where the world might sit certainly before they make big decisions but also even with some of the smaller ones it just takes longer to get things through the process. I think that the other thing is with new customers we've had, we have a very good pipeline frankly and we continue to have a good pipeline across our business but those clients also are thinking through their own kind of how quickly can they get it to market, how quickly can they get their new customers to test the system for instance, how quickly do they want to switch over to a new service when everyone's working from home. So to me those are delays in decisions but generally speaking in our recurring revenue segments we do find that we have strong base but we have some clients who are either liking their decisions or deferring them and then or they might they haven't yet but they might so we want to make sure that you're aware of that. And then I would say that in certain places and I did mention this in my comments where we have particularly in corporate clients where we have a range of clients across multiple segments they are going through different phases as some of the segments are quite secure like healthcare and technology and other segments are managing through significant disruptions and can make different decisions around any sort of what they would consider discretionary spend. Again we haven't seen a lot of that yet but that's a risk that we recognize in our business particularly if this situation continues over a longer period of time. So that's all within our non-trading businesses that I mentioned. Within our trading businesses as I mentioned also we don't try to predict volume. We try to long ago but we don't. It's not an easy thing to predict. So we try to make sure we maintain our business and manage our business through cycles and we benefit our shareholders when we have a cycle of high volumes but we definitely try to make sure that we don't take it, we don't commit ourselves to thinking that there's going to be a high volume environment forever. We just are looking at the signals that we're seeing right now and seeing a healthy volume environment right now. So that was what I was basically trying to convey to you. I hope that helped.
Ari Ghosh:
Great. Thank you very much.
Operator:
Thank you. And our next question comes from Ken Hill with Rosenblatt. Your line is open.
Ken Hill:
Great. Yes. Thanks and good morning everyone. I wanted to ask yesterday you guys announced the launch of Nasdaq cloud data services. I was hoping you provide a little bit more detail on kind of what the enhanced flexibility does there? I mean obviously it seems like it allows you to kind of update the product more often, have a more tailored data set but is there anything tangible we should be thinking about from maybe an expense footprint perspective or the ability on the revenue side maybe that's happened to new customers or new clients who might not use the legacy products in the past. So just kind of wondering how to think about that candidly? Thanks.
Adena Friedman:
So you nailed it. So we are looking at that cloud data service first of all it's not for the ultra-low latency clients but it is for the broader investor base out there in the world and for clients who tailor to investors around the world and because it's delivered in a millisecond environment. So it is truly real-time and that's pretty exciting to be able to deliver that out through a cloud infrastructure and that's some engineering work we did with our cloud partner. The second thing is that it's a really light touch in terms of what the client needs to do to take it. It's a very easy API for them to ingest and to build out front-end capabilities against. So it's got this, it's a very modern language. It's very simple and it makes it so that they can ingest it and develop front-ends very quickly against it. So it's like a light, think of it as like a light development kit that allows them to take in the data a lot faster and have a lot less cost associated with managing the data and recognizing that since it is in a cloud infrastructure they're not having to take the data into and ingest it into their data centers. They can just ping it through and it'll flow through into their systems from the cloud and they can store it and they can manage it in the cloud. So our view is that it's a much lighter infrastructure as well and I would say that we are expecting to be able to see new customers. That's kind of one of the main reasons for doing it is to continue to expand our client base but we also are working with customers that we've had who might take it as a new feed like maybe they took our basic feed before and now they want to take our depth because it's a lot easier to take in. so for all those reasons we're excited but it's new. So we just launched it yesterday and we have a lot of work to do to make sure we build up that pipeline and make it a reality for us.
Ken Hill:
Okay. Great. Thanks for the detail there.
Operator:
Thank you. And we have a question from Chris Harris with Wells Fargo. Your line is open.
Chris Harris:
How does COVID-19 change how you guys are thinking about acquisitions, you want to potentially be a bit more opportunistic because I presume evaluations have come down or you want to be more cautious because we just don't know what the revenue outlook is going to look like?
Adena Friedman:
A great question. So the first thing I would say is, I think it's a little early for companies to necessarily admit to themselves that their valuations have come down. So while I do think we are in, we have our resilient business, we have a strong cash orientation to our business, we have a lot of opportunities to grow and continue to manage our growth organically in the context of what I've been discussing this morning. And so we were there to be a really great opportunity out there that we really think is a great strategic fit and delivers a really good financial result and we have line of sight into the future of that business because that's the big thing that everyone's trying to grapple with. Then we may choose to continue to take that opportunistic approach but I think that will be more cautious in a couple areas. One is certainly making sure we're thinking about in the context of our own balance sheet and making sure we continue to have a very strong position there. And two is we really need to be able to model it successfully. And so these businesses they have to be able to see through the cycle and know it's on the other end and know that they're also growing into or managing into a trend that we believe in and so for that reason I think you're going to find that it's, I would say we're being more cautious but it certainly is something that we have, we will continue to evaluate. I think as we've said before the vast majority of our time and attention is focused on organic growth. We have the engines going and well some of them may have a little bit of a slower roll this year. I think we still feel highly excited about everything that we have going on organically. So we don't spend every minute thinking about that question but that is something that we'll consider if the opportunity is right.
Operator:
Thank you. And our next question comes from Kyle Voigt with KBW. Your line is open.
Kyle Voigt:
Hi, good morning. Thank you for taking the question. Just on the investment data business, the slowdown in organic growth there to 5% year-over-year, just wondering if you could comment on what that was related to specifically was that, with any type of early impact or should we be expecting some down from that growth rate? And then also just regarding that investment data business it was good to hear that you haven't seen much change in client behavior yet and you kind of won over the stickiness across a number of your non-transaction businesses but there specifically related to eVestment market [indiscernible] mission critical that really interesting other [indiscernible] into 2021.
Adena Friedman:
Okay. Great. I think I quite catch the end of that question. You mind, I just I heard -- I heard you want to talk about eVestment but I didn't quite catch the whole question. Do you mind asking it again?
Kyle Voigt:
Yes. Sorry. Just wondering --
Adena Friedman:
Okay. How about this. I'll answer your first question and then okay. I'll try to give you just color into eVestment. So in terms of the growth rate investment data and analytics it's comprised of a few things. So we've got eVestment which is definitely the largest revenue driver there. We also have Quandl and the Nasdaq Fund Network included in there. So just want to make sure everyone knows that it's not just eVestment but when we look at the growth rate of eVestment what we chose to do going into 2020 and coming through 2019 is actually try to focus on deepening our relationships with our clients which frankly is -- I think paying dividends right now. So we actually made a change in the way that we price eVestment to remove the per user charge and make it more of an enterprise charge per client, which has made it so that we've actually significantly increased usage of eVestment within the clients, but it also means that we don't have as many kind of smaller increases in per user revenues that would come in in any given period. But it does also mean that it gives us more of an opportunity to a scale eVestment across the clients, create even more stickiness with our customers and really work with them on developing and delivering new capabilities as this technology and the data it's more propagated within our customers meaning it's not just in the marketing group it's in the senior management office. It's in the fund management office now and so it gives us more of a chance to grow through new capabilities and so on the back of that that did moderate some of the growth that the near-term growth that we saw in the revenues this quarter but it also gives us a lot of stickiness and a great foundation for us to continue to grow and then I think that in general we are doing a lot of investing in eVestment in the private market space. So we've built out a really eight capability to be able to do the same thing for private investors as we can do for public market investors and that has been an area of growth but that I think will start to show up as we get through 2020 and into 2021. And so those areas, I think those are all the things that I think will drive us and continue to have very sticky and success relationships with our customers expand into private markets, continue the global expansion of the business but it did result in some slightly slower growth as we've transitioned our clients to a new pricing scheme.
Kyle Voigt:
Thanks for the color. Sorry for the connectivity issues.
Adena Friedman:
That's okay.
Operator:
Thank you. Our next question comes from Alex Blostein with Goldman Sachs. Your line is open.
Alex Blostein:
Great. Good morning. Thanks for taking the question. So back to the outlook for non-transaction business growth. Just slower growth dynamics in current environment obviously make a lot of sense but I was hoping you could talk a little bit about areas where we could see actual costs rationalization from some of your clients? So I think you talked about corporate solutions as one of the areas and early responses you just talked about investments but any others that we need to be mindful of is obviously clients potentially might have to respond to their own revenue challenges and if you get hit on the kind of typical contract structure for those relationships are these annual renewals, could there be more near-term terminations just to kind of help us think about the path over the next couple of quarters? Thanks.
Adena Friedman:
Sure. So if I take it by group, so in Corporate Services business as I mentioned to the extent that some of our corporate clients are facing more near term expense challenges they may come to us and try to work with us to change some of the fees that we charge or they may have to make a decision not to take our service but those are -- I mean we have a thousands of customers who take our services. So it's still not going to be a large swath of our client base and in those cases what we have been able to do to the few that we've been working with so far is really just focusing on what are the services they really need and so we've actually been able to retune the conversation towards. So let's actually work on something that's needs more immediate needs and then we'll get back to let's say a perception study later. So they maintain their relationship with us we do a different kind of work for them and that's more relevant to the time that they're dealing with but keeps them as a customer and that's been highly successful so far. But those contracts are anywhere from one to three years generally and they generally roll, auto roll, but it does give them an opportunity to have a conversation with us every one or two or three years. In terms of the data and index business, well as you know index is a little different. So I'm going to put them to the side when it comes to our investment data analytics and some of the groups there in our data business are they, they tend to be either one-year or multi-year contracts with an eVestment but our data business is just you take it, you pay a monthly fee. So we don't tend to contractually obligated our clients over periods of time there and that's worked quite well for us frankly and it is a highly resilient business across cycles and we've been very pleased that our clients actually are coming to us and saying well how can I use your data to save money. So I'm just letting you know, we have had various good conversations with clients who are looking to take some of the proprietary data and maybe consolidate it to make it so they can actually save money against some of the other data providers that they might have. This new cloud service also gives them the flexibility to take the data directly from us as opposed to through a vendor which then also adds a layer of cost. So there are ways that we can work with them on that but we have not as I mentioned other than some of the new clients, particularly outside of the United States that have taken our data to the extent they see it as a discretionary spend they may choose not [indiscernible] later but generally, we have a very resilient business there. In terms of market tech, as you all know those contracts are longer term in nature. Surveillance agreement can be anywhere from three to five years, a market tech a transaction or an execution system or a trade life cycle system contract can be anywhere from 5 to 10 years. So they're very secured contracts. Our exchange clients are looking a lot like us. They're very resilient businesses. They're very stable businesses and so our conversations with them have been more around how can we support them through the short term, how can we make sure that we continue to work with them on upgrading and enhancing their technologies for the long term and so those conversations have remained very-very productive. So I hope that helps.
Alex Blostein:
Great. Yes. Thanks very much.
Operator:
And we have a question from Owen Lau with Oppenheimer. Your line is open.
Owen Lau:
Yes. Good morning. Thank you for taking my question. I have a question related to the Skytra trading venue and then more broadly how does the conversation change with other non-financial industries which may see the need to hedge revenue risk. So for Skytra it may be a little bit hard to gauge but how effective the Skytra exchange could have spread the risk from the travel industry to capital markets and then more broadly do you have more discussions about developing similar trading venue with other non-financial industries to hedge revenue risk? Thank you.
Adena Friedman:
Thank you. So I don't have any special knowledge of Skytra beyond the work that we're doing with them to develop their trading and clearing solutions. I think that they've actually made statements around that. So I would -- I can work with that to see if that's something that we can get more clarity on from them. I think that they are excited about being able to launch this and they want to be able to provide that hedging capability and I think that they continue to target this year for their launch. So I would say that they continue to see this as being highly relevant but I think that they would have to answer your specific question there. In terms of the broader new markets landscape it definitely has opened our minds to working with clients on that kind of hedging type of capability. But the key to Skytra's success and I think or what they expect to have as great success is the data. So of course it's our trading solution too, but the data they have is very comprehensive. They are getting data from an industry source that allows them to see into the vast majority of tickets sold in the industry and that then gives them a very strong foundation for an index that then can serve as the foundation for the futures instrument. If you think about other industries, other parts of our economy where there is this kind of vast amount of data that allows you to aggregate selling and buying behaviors and understanding the pricing of certain goods and services being sold in a very large percentage of them being sold then I think you could argue that this is a relevant strategy for a lot of industries and that's something that we've been thinking about a lot. We did a fun internal program where we asked our internal teams to come up with new markets ideas and then we had judges come and judge the different ideas and some of them were based specifically on what you just said as to how we think about leveraging our technology to help other industries. So that work that was ongoing and obviously I agree that there's opportunity to take that model and apply it elsewhere.
Owen Lau:
Okay. Thank you.
Operator:
Thank you. And there's no other questions in the queue. I like it turned it back to CEO Adena Friedman for closing remarks.
Adena Friedman:
All right. Well, thank you very much. I just want to say that we are really a fortunate to have a particularly resilient operating and financial model at Nasdaq and that provides essential technology information and services across a diverse set of clients across the global capital markets. We also greatly benefit from our trading franchise which provides an increased revenue opportunities in times of uncertainty, while the balance of our non-trading segments prepares us well to manage our business successfully of a range of macroeconomic environments and we remain fully committed to our new long-term strategy. If anything recent events have bolstered our belief that continuing our journey as a leading technology and information services provider that operates world leading marketplaces is the best way to serve our clients and deliver returns to our shareholders over the long term. So I look forward to continuing our discussions throughout the year on our progress and what we continue to see as the situation evolves. And with that I want to thank you very much for your time today. Thank you.
Operator:
Ladies and gentlemen this concludes today's conference call. Thank you for participating. You may now disconnect. Everyone have a great day.
Operator:
Ladies and gentlemen, thank you for standing by and welcome to the Nasdaq Fourth Quarter 2019 Results Conference Call. At this time, all participants' lines are in a listen-only mode. After the speakers' presentation, there will be a question-and-answer session. [Operator Instructions] Please be advised that today's conference is being recorded. [Operator Instructions] I would now like to hand the conference over to your speaker today, Mr. Ed Ditmire, Vice President of Investor Relations. Thank you. Please, go ahead, sir.
Ed Ditmire:
Good morning, everyone. Thank you for joining us today to discuss Nasdaq's fourth quarter and full year 2019 financial results. On the line are Adena Friedman, our CEO; Michael Ptasznik, our CFO; John Zecca, our Chief Legal and Regulatory Officer; and other members of the management team. After prepared remarks, we'll open up to Q&A. The press release and presentation are on our website. We intend to use the website as a means of disclosing material, non-public information and complying with disclosure obligations under Regulation FD. I'd like to remind you that certain statements in this presentation and during Q&A may relate to future events and expectations and as such, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. Information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press release and periodic reports filed with the SEC. I will now turn the call over to Adena.
Adena Friedman:
Thank you, Ed, and good morning, everyone. Thank you for joining us. My remarks today will focus on the following areas
Michael Ptasznik:
Thank you, Adena, and good morning everyone. My commentary will primarily focus on our non-GAAP results and all comparisons will be to the prior year period unless otherwise noted. Reconciliations of U.S. GAAP to non-GAAP results can be found in the attachments to our press release and in the presentation that's available on our website at ir.nasdaq.com. I'll start by reviewing fourth quarter revenue performance as shown on page 3 of the presentation and organic revenue growth on pages 4 and 14. The $1 million increase in reported net revenue of $646 million is a net result of 6% organic growth in the non-trading segments and a $5 million net positive impact from acquisitions and divestitures. This is largely offset by the 8% organic decline in market services as compared to last year's active Q4 and a $5 million unfavorable impact from the changes in foreign exchange rates. I will now review quarterly highlights within each of the reporting segments. We start with Information Services, which is reflected on pages 5 and 14, saw a $7 million or 4% increase in revenue. Organic revenue growth during the period was 4%, reflecting growth in the investment, data analytics and index businesses. Excluding investments purchase price adjustment on deferred revenues in Q4 2018, organic growth would have been 3%. For the full year of 2019, Information Services organic revenue growth was 9% or 6% excluding the investment purchase price adjustment with the growth coming primarily from non-regulated sources. Market technology revenue as shown on pages 6 and 14, increased $22 million or 29% including organic growth of $9 million or 12%. Organic growth during the period primarily reflects an increase in change request revenues and Software as a Service surveillance revenues as well as an increase in the size and number of software delivery projects. Annualized recurring revenue totaled $260 million, up 17% year-over-year and represented 66% of annualized fourth quarter segment revenues, down from 76% in Q3 2019 primarily due to the increase in change request and software deliveries revenues during the fourth quarter. For the full year 2019, market technology organic revenue growth was 11% and the operating income margin totaled 16%. As previously stated, in 2020 we expect to begin to see year-over-year margin improvement in the segment as we leverage our investments in the Nasdaq Financial Framework over a larger recurring revenue base and experience the benefits of the run rate synergies achieved from the Cinnober acquisition. Turning to Corporate Services on pages 7 and 14, revenues increased $6 million or 5% due to organic revenue growth reflecting an increase in the number of listed companies and higher revenues from our IR intelligence offerings. Market services net revenues on pages 8 and 14, saw a $24 million or 10% decrease. Excluding the negative $3 million impact from unfavorable changes in foreign exchange, the organic revenue decrease was $21 million or 8%. The organic decline during the period reflects decreases in cash equities, equity derivatives and FIC trading revenues, primarily due to the lower industry trading volumes compared to the particularly active Q4 2018 period. Turning to pages 9 and 14 to review expenses, non-GAAP operating expenses increased $5 million to $335 million. While expenses came in at the high-end of our range, the year-over-year increase reflects only a 2% or $8 million organic increase. In addition, there was a $1 million increase from the net impact of acquisitions and divestitures, partially offset by a $4 million favorable impact from changes in foreign exchange rates. During 2019, the company's organic expense increase totaled 2%. Turning to slide 10, we're initiating our 2020 non-GAAP operating expense guidance range of $1.31 billion to $1.36 billion. Adjusting for foreign exchange rates, the midpoint of the expense range represents an approximate 3% organic increase year-over-year consistent with our medium-term 3% expectation. Moving to operating profit and margins, non-GAAP operating income increased $4 million in the fourth quarter of 2019 and the non-GAAP operating margin was 48%. During the full year 2019, the non-GAAP operating margin increased 1 percentage point to 49% versus 48% the prior year. The increase in the full year margin reflects in part the benefits from a business model that is becoming more scalable as we evolve. We strategically pivoted to reorient our product and business portfolio towards more SaaS offerings and we continue to make investments in our technology platform that we expect to provide for even greater operating leverage in the future. Net interest expense was $26 million in the fourth quarter of 2019, a decrease of $9 million versus the prior year due to lower debt balances and refinancing the 5.55% US$600 million denominated bond with a new 1.75% €600 million notes. The non-GAAP effective tax rate was 25% for the fourth quarter of 2019 and 26% for the full year 2019. The 2019 tax rate came in at the lower end of the full year guidance, primarily due to reduction in U.S. taxes associated with certain foreign-derived income. For the full year 2020, we expect the non-GAAP tax rate to be between 25.5% and 27.5%. Non-GAAP net income attributable to Nasdaq for the fourth quarter of 2019 was $215 million or $1.29 per diluted share, compared to $207 million or $1.24 per diluted share in the prior year period. Turning to capital on Slide 11. Debt decreased $91 million versus Q3 2019 primarily due to net payment of $148 million of commercial paper, partially offset by a $56 million increase in Eurobonds book value caused by the stronger euro. Our total debt-to-EBITDA ratio ended the period at 2.6 times unchanged from the third quarter of 2019. During the fourth quarter of 2019, the company paid a dividend in the aggregate of $77 million. And during 2019, the company returned 505 million to the shareholders through dividends and our share repurchase program with the latter achieving objective of keeping our diluted share count flat. With that, I thank you for your time, and I'll turn it back to the operator for the Q&A.
Operator:
[Operator Instructions] Our first question comes from Richard Repetto with Piper Sandler. Your line is now open.
Richard Repetto:
Yeah. Good morning, Adena. Good morning, Mike. I guess, the first -- my question -- first question is on market structure. It seems like there's a lot of things going on and you made some comments about the SIP and the proposals at the SEC and then the recent approval of the CBOE market on close -- market close order. So, I guess, Adena the question would be first on I guess on the SIP. What it leaves you to come up with a plan if the proposal is approved. I guess what's your response to that? Will you come up -- maybe is there going to be any -- how you're thinking about when you just follow that plan? And do you think the changes will be positive for Nasdaq?
Adena Friedman:
Well, I think that as you all know the way that the SEC process works is they're putting out a proposal for rulemaking. And there actually really was a pre-proposal before the proposal for rulemaking. So that is the start of a pretty long and comprehensive process to consider changes in the governance and composition of the securities information processor plans. And so there will be ample opportunity for us and all of our clients and peers to comment and provide recommendations to the SEC along the lines of their proposals. And I think that that will ultimately kick off most likely a multi-year process for determining the future of that part of the market structure. And we are pretty encouraged by some of the things that they have in their proposal and other things that we certainly will have an opinion about, as we think through what is best for the markets. How do you leverage the securities information process in the right way? If you think about it, it is a regulated in our opinion kind of monopoly component to the industry. So how do you make sure that you're governing it the right way? And how do you make sure that you also are giving our clients proper choice and alternatives with proprietary products in the market? So we have a lot to think about as we go forward. But we are pleased that the SEC is taking it on and considering it. We do think there's some elements that need to be modernized and as we had laid out in total market's proposal.
Richard Repetto:
Thank you. And then my related follow-up would be -- you beat me to the punch on sort of outlining your strategy going forward after sort of implementing the strategic pivot over the last two to three years. And I guess what I'm trying to understand is it seems like the strategy -- the strategic pivot and then divesting of assets that weren't providing a good return has been well-received. So the question is on what you outlined the five things, could you just highlight the differences -- or what would you highlight as the differences between what you've been doing for the past three years?
Adena Friedman:
Well, it's a good question, Rich. I would say that the five goals that we have for the next several years are in line with the pivot that we've already established. But we're moving down the road on it. So when we first announced that we have this strategic pivot, we really focused on what do we believe are the long-term trends that our clients are managing through, and long term meaning over a period of the next 10 years when -- back in 2017 kind of what are we seeing over the next 10 years that could really impact our clients and therefore how should we be positioning ourselves. And so we're kind of three years into a long-term journey. The ambitions that we have laid out for the next several years are not a change, but rather continuing down the road. And I think the difference is that we've continued to gain confidence in our ability to actually deliver against some of the ambitions that we have meaning to be the most trusted market tech and regtech provider to the industry we really feel that our Nasdaq Financial Framework and technology implementations, our cloud-based services, how we're delivering against SaaS now all of those things give us a lot more confidence that we can continue to expand and accelerate the business. At the same time within our Data Analytics business, we've really gotten to know the investment management industry in a way that we didn't frankly get coming into the strategic pivot. I think eVestment has really given us a level of insight and expertise there and it allows us to continue to think through how do we expand our offerings to be even more of a strategic partner to them. So those are the kind of a couple of examples where we just feel more and more confident that we're going down the right road. And then also having that -- I laid out five different ambitions but the fifth one being private markets, it's still very small business for us but the momentum in the private asset space in terms of liquidity solutions is really picking up. We're seeing really good feedback on the private equity fund offering as well as our core private shares offering and how we can continue to expand that. So we've elevated that up to be one of our key ambitions.
Richard Repetto:
Got it. Thank you very much, Adena.
Adena Friedman:
Thanks.
Operator:
Thank you. And our next question comes from Dan Fannon with Jefferies. Your line is now open.
James Steele:
Good morning. This is actually James Steele filling in for Dan.
Adena Friedman:
Hi, James.
James Steele:
My question is in the info services segment just on the sequential decrease in market data revenue. I think you mentioned FX is a driver of that but I was just hoping you can maybe elaborate if there's anything else that drove that sequential decrease.
Michael Ptasznik:
On the sequential side one of the other key factors was a drop in the -- under reported revenue from -- unreported revenue usage. And so that was $9 million in Q3 and it was about $5 million this quarter. So that was one of the other key drivers quarter-to-quarter.
James Steele:
Okay. That helps. And then my follow-up is just sticking with the same segment 400 bps decrease in operating margins sequentially. Was that $9 million also a factor there?
Michael Ptasznik:
Yes, so that was a part of it. And there was also some increased investments both in infrastructure and the new initiatives that Adena referred to earlier as well as there's some timing around some of the compensation in there as well. So that was some of the key drivers on why the expenses were up higher in the quarter.
James Steele:
Great. Thank you.
Operator:
Thank you. And our next question comes from Ari Ghosh with Credit Suisse. Your line is now open.
Ari Ghosh:
Hey. Good morning, everyone.
Adena Friedman:
Hello.
Ari Ghosh:
So just on market tech -- this was another strong quarter even after like accounting for some seasonality. So Adena could you give us some update on the customer mix and revenue contribution that you're seeing from non-financial and maybe some of the newer markets where you're getting traction? And then just related to that too if you could give us an update on the competitive landscape in this business either from in-house client initiatives or maybe newer FinTech entrants in the space just as your TAM continues to evolve in the business?
Adena Friedman:
Sure, great. So I think we look at the business in terms of how we are measuring revenue success and growth in four key areas. One is in our what we call our core marketplaces business so exchanges financial markets that's one key area of revenue and revenue opportunity. The second is in our regtech so really our smart surveillance offering and how we offer that out to the banks and brokers. The third area is in the banks and brokers in terms of selling trading solutions to them -- trading technology solutions to them. And then the fourth is in this new market space. And certainly still the vast majority of our revenue really comes from the first two which are our core marketplace businesses and the regtech space. And both of them had strong growth characteristics and we're renewing client contracts, expanding those client contracts and signing up new customers particularly in the post-trade area. That's where the majority of the marketplace demand is coming from in addition to continued expansion of SMARTS. But what we really tried to focus on in my remarks is the fact that, we went from having one in-place banks and broker client coming into 2019 to now having six on the exit of 2019. And those are really interesting opportunities because, they're often offer -- not in every case, but often offered either as a managed service or as a SaaS offering, so it's a new way of delivering a service. It's a more comprehensive service than just delivering the software. We're also providing hosting and surveillance for some of the clients. So, that's a really interesting area and that's definitely one of the key growth opportunities that we have. And then the last, as you mentioned is a new market still very small. What we are focused on as we go into 2020 is the fact that, we have been expanding the number of clients in the sports, betting and gaming space. We launched two new clients in the horse racing area, both in Australia and Sweden this year. We have the football index which is in soccer or I should say European football in that space. And then also insurance. We -- with the acquisition of Cinnober, they have a really interesting risk modeling tool that they've deployed out to insurance. So it gives us an opening into insurance and then in the transportation space as we mentioned with the Airbus partnership. So, we definitely are seeing growth opportunities there, but it's going from a very small base to something that -- where we see a growing TAM as we get more engaged in each of those industry verticals. I would just say from a competitive perspective, this is a business I would argue that's very much a scale business, particularly in the core market tech and trading solutions business. It is a scale play and we believe that, we are the most successful scaled player in providing these comprehensive end-to-end trade life cycle solutions to the marketplace industry and also to banks and brokers. And then on the surveillance side, there are always little niche players that are trying to come up with new things. But frankly, we've been really investing in machine intelligence in that business. We've launched the Nasdaq Data Discovery platform for surveillance. And so, we've continued to innovate to make sure we stay ahead of those niche players that are coming into the market. So, long answer, but it's a big area of opportunity for us. And the TAM is growing, as we're expanding into the banks and brokers and into the new markets.
Ari Ghosh:
Very helpful. And then just a quick related follow-up on the margins in the business. Again, like following the heavy investment phase, the improvement has been solid over the last couple of quarters. Now I appreciate that this can be lumpy. But should we expect some of these margin benefits in the business to play out more in 2020 or think of more of a sustained level at a 2021 event? Again, thinking of it as a year-over-year improvement. Thanks so much.
Adena Friedman:
Yes. And we do look at that from a year-over-year perspective. So, as you said, things can be a little lumpy on a quarterly basis. But on an annualized basis, we do expect to start to demonstrate that we can grow our margins along with the topline growth as we go through 2020 and -- in 2020 and 2021. So, we've been saying that all along and we do expect to deliver that.
Ari Ghosh:
Great. Thank you, very much.
Operator:
Thank you. And our next question comes from Jeremy Campbell with Barclays. Your line is now open.
Jeremy Campbell:
Hey, thanks. With the Airbus and I'm going to butcher this but Skytra deal...
Adena Friedman:
That's right. Skytra. You got it.
Jeremy Campbell:
I was just hoping to get a little bit more detail on what that opportunity looks like. Like maybe first, what exactly air travel price derivatives might look like. And is there any way for us to think about the size of that potential market?
Adena Friedman:
Sure. So, it was a really interesting -- Airbus came to us by the way. They're the ones who really came up with this really creative idea, which is, how do they create more stability of revenue for the airlines and for the travel agencies, so that -- in particular airlines feel that they can look further out into their planning cycle and they can be more confident in their revenue opportunities, so that they obviously can make larger capital investments over time including new airplanes. So you can kind of see where the natural alignment of interest comes with Airbus being the provider of this. But they -- it really came out within a group within Airbus. They said, okay, let's go for it. Let's create a new subsidiary and launch this thing as a de novo start-up called Skytra. They are basically leveraging a lot of data. It's a vast majority of the ticket prices in terms of both tickets sold, but also actual settlement of tickets, so meaning, it's one thing to sell a ticket to a client, another thing for the client to actually get on the airplane and fly. So they have both the -- what I'll say pre-trade pricing information from the airlines and then the post-trade execution of the tickets actually being sold and used. And they have data from certain industry sources and they are basically in index and in an index that looks at different routes so it could be a route. So it could be a route from New York to London or it could just be a route from Eastern U.S. to Europe. They can look at different routes and look at trends in pricing. And so if they have this index that allows them to create trends in pricing they can then create a future on that index. And the -- and that enables the industry to use it as a hedging tool. So airlines and travel agencies are natural users of this where they -- through broker dealers. So it is a broker-dealer professional system. They can basically hedge out their revenue risk and allow for them to have a longer-term orientation. So it's really creative. In terms of our involvement we are providing them the trading solution. We're providing the surveillance overlay and then there are other services that we hope that we will continue to be able to offer them as well across our trade life cycle solutions and operations. It is offered as a SaaS-based service and they are leveraging our next-gen technology. So we're really excited about that.
Jeremy Campbell:
Interesting, interesting. And then just, I guess, on the follow-up and this is similar to your answer to Ari on the last question, but can you just remind us for market tech wins can you remind us of the typical ramp time line from signing to kind of P&L contribution for something either like this in non-financial markets or more traditionally like the two new sell-side execution venues you guys signed in 4Q?
Adena Friedman:
Yes. So from signing so -- frankly the longest -- for trading solutions the longest time line is to get a signature on a page so from the first meeting until signing. Then from signing until we actually launch is usually -- we can usually do that in for a very simple system six months for a more comprehensive system 9 months to 12 months depending on the level of complexity of the client. And so -- and then also of course they often need to make sure that they're integrating it inside their systems as well. So I would say nine to 12 months is a more common time from signing to production. And then in terms of post-trade systems that are much more complicated it can be anywhere from 18 months to two years to deliver a full end-to-end post-trade solution clearing and settlement into some of these larger scale clients. And we do have several of those ongoing right now.
Michael Ptasznik:
But from a revenue recognition standpoint though as we start to build out the platforms in that 6 month to 9 month to 12 month period that Adena described there will be revenue recognized as we're building the platform. There will be typically a higher cost in that delivery. As we move more and more SaaS it will become lower cost going forward. But right now there is a bit of a higher cost. And then you see the more of the run rate revenues in the -- after that 12-month period or after the implementation.
Adena Friedman:
And that was a change to the revenue recognition rules a few years ago. So we now recognize revenue as soon as we sign through to deployment the costs are higher between tying and deployment and then it goes into more of a service and maintenance cost base.
Jeremy Campbell:
So once you get to that 6, 9, 12 -- finalized implementation level that's your full run rate for revenue and margins at that point?
Adena Friedman:
Yes, the margins do improve as we go into production after we've been able to complete the development phase.
Jeremy Campbell:
Perfectly. Thanks so much you guys.
Adena Friedman:
Thank you.
Operator:
Thank you. [Operator Instructions] Our next question comes from Alex Kramm with UBS. Your line is now open.
Alex Kramm:
Yeah. Hey. Good morning, everyone. Wanted to stay on market tech, but want to bring it back to the numbers for a second. I mean Mike you went through kind of the growth numbers here. And I think you said the organic growth was primarily driven by the nonrecurring portion. So maybe you can also tell us how organic was on the recurring side given that's how we are supposed to measure you? And then related to that maybe just dimensionalize like how we should be thinking about the non-recurring portion because that obviously was up more than 50% this quarter. So is this going to be more balanced? Is Cinnober making it more balanced? Or as we think about the 2020 how do I think about the trajectory of those kind of like more onetime-ish items or both items?
Michael Ptasznik:
Yes. So there was as you know there's typically more in the fourth quarter with respect to some of the change request and the other elements have come into play. I think if you look at the annualized recurring revenue slide you can see that the ARR went up from $255 million to $260 million in the quarter. So I think that's an indication of the type of growth you're seeing in more of the -- in the recurring revenue side of the business. And you can look at that on a regular basis to see what's happening from a recurring standpoint relative to more of the change requests et cetera.
Adena Friedman:
And I wouldn't say Cinnober necessarily changes the composition of that. No. I think that we are finding that their revenue was generally consistent with the way that we look at it in terms of both the recurring and non-recurring revenue.
Alex Kramm:
Okay. Fair enough. And then –oh sorry.
Adena Friedman:
And that's slide 19, you can kind of see the sequential quarter-over-quarter increase.
Alex Kramm:
Sure. And then just coming back to Rich I think at the beginning of the call you mentioned the CBOE, I guess closing cross but then I think there was not really a question about it. So I guess coming back to it for a second. Now, that we're a little bit closer to this, I know you commented on it a couple of years ago when this was first envisioned but any updated thoughts on kind of like the addressable market there? I mean, clearly some of this pre-cross already exists in the brokerage world. So what is really the addressable market? Maybe dimensionalize a little bit more? And it would be great, if you could actually give us some of the economics that you're deriving from that maybe at risk portion of the closing option?
Adena Friedman:
Sure. Well, I think – first of all, we don't separately disclose kind of different components of the U.S. equities trading business. But I would say that, generally, we don't expect this to be a material change to our financials in terms of how we're going to address it. I think what we've been focusing more on Alex over the last couple of years is enhancing the functionality of the close. We've been making some changes and really working very closely with the buy side and the sell side to implement changes that really continue to make the close, as I would say as functional and as useful as possible in generating a true reflection of supply and demand at the close. If you think about it several trillion dollars of assets under management are tied to that price. So having it be a really a comprehensive supply-and-demand price discovery event is critical. We were quite disappointed to see that the SEC ultimately approved that rule filing not from a financial perspective, but really frankly from a market perspective and investor perspective. We had issuers ride in. There were indexers who rode in. There were investors, who expressed concern and yet the SEC really didn't address a lot of their concerns in the approval order, but rather just decided that exchange competition is more important in our opinion than the quality of the closing price. So we're pretty disappointed in that, but having said that, we've been working with our clients for the last couple of years. We expect to be able to address any concerns they have with regard to this new entrant and make sure that we continue to have a very vibrant close. And we don't see any material impact on that on our financials from that.
Alex Kramm:
Fair enough. Thank you.
Operator:
Thank you. Our next question comes from Chris Allen with Compass Point.
Chris Allen:
Morning, everyone. I wanted to dig into actually the new order intake and market tech a little bit. It's obviously a very big number. I wonder if that was concentrate – if you think color in terms of the concentration in terms of not specific needs was it just one or two deals that drove that? And then just what type of deals they were just so we can think about the revenue realization.
Adena Friedman:
Yeah. We had – it was -- we were very pleased with the number. We've been working on these new contracts for many months. So they just all kind of came into play in the fourth quarter. There are some significant existing clients like we mentioned in terms of the Japan Exchange Group and FINRA. Those are large scale long-term contracts that we were working on to make sure we expand and extend our agreements with those existing clients. Those are significant. The – as we mentioned the two new banks that came in as well as some of these other – and some smaller new deals that came into play in the fourth quarter all kind of came to fruition all at the same time. So we've always said that order intake is quite lumpy. This is a particularly lumpy year, but it is actually positioning us very well into – in terms of securing our revenue growing our revenue into our existing base as well as signing up some new customers. So I don't – I mean, there were definitely more names in the fourth quarter than in prior quarters, but some of the bigger names came into play that quarter.
Chris Allen:
Thanks. And just – just on the change request. I believe you mentioned in the last quarter you pulled forward $2 million to $3 million. So I mean just kind of going back to Alex’s question a little bit. Is this just increasing just in overall magnitude? It seems out – a little bit outsized relative to what we've seen in the past.
Michael Ptasznik:
Yeah. There were a couple of other deals that – specific requests that came through, specific transactions both on the change request and also on some of the software deliveries that were higher this quarter than we typically see in Q4. So we had both last quarter and this quarter that we continue to see the increase in that business. So you're right, there were a couple of other specific situations, where we had some additional requests being done.
Chris Allen:
Thanks.
Michael Ptasznik:
And since we're just – I just want to go back to Alex’s question and on the recurring side I just want to make sure it's clear to Alex when I mentioned the $255 million to $260 million that was Q3 to Q4. So, that has continued to progress on the annualized recurring revenue rate. So that's -- going back to last year's $222 million that would include Cinnober, but there as Adena said, the makeup of their business would be very similar. So we are seeing the benefit as the recurring revenue continue to grow in addition to the change request that we were just talking about.
Operator:
Thank you. [Operator Instructions] Our next question comes from Brian Bedell with Deutsche Bank. Your line is now open.
Brian Bedell:
Great. Thanks very much. Good morning, folks. Maybe just go back on to the ramp-up in market technology. Adena, can you frame how many non-financial clients you have now? I know that was just a handful way back when you were starting this effort and how large that contribution is. You mentioned the four different elements of market tech as being the fourth. Just want to get a sense of how big that is. And when you think about the new air travel price derivatives, is that something that can be rolled out do you think potentially to many carriers? And then, as we look at the growth trajectory in this business, it was 12% in the fourth quarter. It's above your 8% to 11% guide. If you combine that with pretty good growth in the other segments, are you looking at a potential of even exceeding once again the 5% to 7% growth for the target for 2020 in recurring revenue?
Adena Friedman:
So, there's a lot to unpack there. So let's start with the non-financial markets. We -- I think we're trying to do account in our heads. I would say we're probably around 15 clients today in the non-financials. But that's not an exact number. But that's kind of the range. But I mean of those, at least five to seven of them were new clients that we signed this year. So, it is definitely a growth area for us. And as I mentioned, we signed new clients in the sports space. We signed new clients in the transportation space, and we signed other -- kind of other new clients along the way that are in non-financial markets. So -- but it's still -- as we mentioned, it's definitely a small but growing area and the TAM keeps expanding there. In terms of our overall growth rate in market tech we are -- we still believe that the 8% to 11% is the right way to evaluate the business going forward. And we will continue to evaluate that as we do move forward. But we're very pleased to see that the growth characteristics of the business are consistent with that kind of growth rate. And we want to make sure that we continue to deliver against that which is why we continue to invest in the business. But our -- as I mentioned before, the growth in our investment should be outweighed by the growth of the revenue. So, we should start to be able to demonstrate some margin expansion going into 2020 and 2021. And you also mentioned overall the non-trading businesses.
Brian Bedell:
Yeah.
Adena Friedman:
The overall growth rate. That -- we are -- again, that 5% to 7% is what we believe is kind of the right way to look at our longer-term -- mid- to longer-term outlook. And so, we continue to believe that's the right way to evaluate our business.
Brian Bedell:
Okay, great. Thank you.
Operator:
Thank you. And our next question comes from Ken Hill with Rosenblatt. Your line is now open.
Ken Hill:
Great, thanks. Good morning. Wanted to touch on the ESG offering a little bit, I know this has been important for you guys for a long time, probably particularly within your European businesses a little bit more, but I was hoping you kind of flesh out a little bit more about the offering how it kind of differs from some of the competitors, particularly in the exchange base we've seen more recently and how you're sizing about -- how you're thinking about sizing for this category going forward.
Adena Friedman:
Sure. Well, it is very much a nascent commercial area. And we have two areas of focus. One is on investable products, so that could either be sustainable bonds, and we have our sustainable bond market in Europe. And we're now -- we've just launched the Sustainable Bond Network in the United States with our European team who's really leading that as well and then any ETFs or ESG-related indexes. So those are kind of what I call investable products. And then the other side is really supporting our corporate clients. So, we are different than a lot of our peers in that. We are really focusing in on how can we be the right partner to all of these companies now who have just increasing demands from investors on managing and reporting on ESG. It's a very complicated world that's helping out there. There are all these different centers, setters and metrics makers, and the companies really need our support. And so we've chosen to be the right partner to them. In terms of encouraging them to report on ESG, it's particularly in our European markets, but also giving them tools, advice consulting services to support this growing area. And that has been a really interesting commercial area for us. So I would say you'll hear more about it going into 2020, because we are supplementing our consulting services with some technology offerings as well. But it's very small at this point I just want to say. I think it's a new area for everyone.
Ken Hill:
Okay. Thanks for taking the question.
Operator:
Thank you. And our next question comes from Alex Blostein with Goldman Sachs. Your line is now open.
Alex Blostein:
Hey, good morning, everyone. Just wanted to touch base on capital priorities as you guys look out into 2020. So I saw you paid down a little bit of commercial paper in the fourth quarter. It feels like the leverage level is, kind of, where you want it to be. So maybe some updated thoughts around the buyback in particular as you guys are looking out in 2020? Thanks.
Michael Ptasznik:
Yeah. So thanks for the question. We're going to continue on with the capital plan that we stated. And consistent with that so again look for great opportunities to invest and continue to grow the business number one priority. In addition to that we look to grow the dividend as our earnings and cash flow grow. And then with respect to the buybacks, we are using the buybacks to offset the dilution that we would see from any of our equity programs. And then at the end of that if there is additional cash available -- from a debt standpoint you're right. We've achieved the debt leverage targets that we're targeting and so we are comfortable maintaining our investment grade status. And so if there's additional cash available after we take all those things into consideration looking at -- if there's nothing specific with -- that we are looking to invest in within the horizon then at some point we'll consider doing additional buybacks beyond that point. But that's really not a quarter-to-quarter thing. That's going to be something that we'll look at over a longer period of time, so very consistent capital filing with the way that we've articulated in the past.
Operator:
Thank you. And our next question comes from Owen Lau with Oppenheimer. Your line is now open.
Owen Lau:
Good morning. Thank you for taking my question. Again I want to go back to the Skytra deal. I have never thought of Nasdaq -- Nasdaq can do business with an airplane manufacturer. So Adena you mentioned that Airbus reached out to Nasdaq for this partnership. But was there a competitive bidding process? Also could you please talk about what other things Nasdaq is doing to increase the chance of inbound costs like this and how Nasdaq increased outreach to identify new markets in new industry? Thank you.
Adena Friedman:
Sure. So in terms of the process that would be a question for Airbus not for Nasdaq in terms of how we ended up becoming their partner. But I think in general, we like to make sure that people know about what we're doing with companies like Airbus so that we do get more inbounds. But at the same time, we have actually been sizing up our sales organization in the new market space. It's been one of the areas of investment in market tech. We continue to make sure that we have the right expertise that we can apply into the industries that -- where we're finding the most interest to think about a market's economy like approach. So whether that's in transportation, insurance in the sports space these are all areas where we've been investing in sales in addition to making sure our technology is relevant. So we also have been creating modules within our technology where we can showcase our capabilities to these new non-financial markets where they need a little bit more of an education. And then we're also looking at other partners that we can provide to make it easier and faster to deploy these technologies to the customers. So all of those are things that we're doing to expand and grow that part of the business. We love inbounds but it's very important for us to be able to surface opportunities too. So the sales effort has been definitely a ramp-up for us.
Owen Lau:
That's very helpful. A related question is -- I want to go back to slide 19. I'm trying to understand the numbers a little bit better. So you mentioned that the third quarter new order intake was $62 million, 4Q was $204 million, which is like three times higher. But the ARR was, kind of, flat. How should we handicap these numbers? Should we expect the 1Q 2020, or second quarter of 2020 for ARR would be higher? What's the right way to reconcile these two numbers?
Michael Ptasznik:
Yeah. So with respect to the new order intake again some of that is temporary -- or not temporary but it's within the quarter that is going to be recognized for some of that. But the ARR a good portion of that $204 million will turn into ARR on an ongoing basis. It depends somewhat on -- with respect to some of the contracts that are recognized in that $204 million with ARR -- renewals of contracts that we already have recognized. So if we have a client that was already in the ARR and then we are renewing a contract and extending that for let's say another five-year period. Then there could be the -- if there's an increase in the amount that they'll be paying us, then that will have some reflection in the ARR. So that will be a continuation of it. It's -- but the new contracts for the new clients that's what's going to continue to increase it. And the new order intake is not an annualized number. It is a multi-year. So that could be a 5-year number the $204 million or depending on the size of the contract. So that reflects the total amount of the order intake for the total contract time, that's being contracted.
Adena Friedman:
Yeah. I mean the way that I would look at that, also in terms of ARR, I mean we actually feel like, it's a pretty good progression of ARR from quarter-to-quarter-to-quarter, through 2019. And Michael is right, that the $204 million the majority of that will turn into either continuation or growth of ARR. But I would say that, it's -- there's a lot of -- there's a lot that goes into the combination of the two numbers. And we're getting used to giving out ARR. That's a new stat for us. So we'll continue to make sure we're revolving our explanations around it, so that you guys have better understanding of how to interpret that versus the order intake going forward.
Owen Lau:
Thank you.
Operator:
Thank you. And our next question comes from Michael Carrier with Bank of America. Your line is now open.
Sameer Murukutla:
Good morning. This is actually Sameer Murukutla on for Michael Carrier. Thanks for taking my questions. Just a question related to the expense guide. And I think you announced the divestment of NFX to EEX I think. So when is that expected to close? And I guess how much of the benefit are you seeing from that divestment, in the 2020 expense guide? And I guess just with the R&D guide, I think that's up around 20% year-over-year. Can you provide some details on, what's flowing into R&D guidance in 2020?
Adena Friedman:
Yeah. So a couple of things the first thing is, the NFX we expect that to continue to migrate over to EEX through the first quarter of 2020. And start to come out of our financials as we go in through the second quarter. However, it was an R&D initiative. So it has been reflected in our R&D numbers. And so therefore what we're basically saying with the change -- with our R&D numbers are that we are moving the money that we are otherwise spending on NFX into some of these higher growth higher potential opportunities. And we're really concentrating our R&D, on those things that we think have a very large total market opportunity. And have real growth potential. The reason why the investments in ARR -- I mean in R&D are increasing is because the revenues are also increasing. So a good example of that would be banks and brokers. That's actually considered an R&D initiative, in terms of building out and supplying our trading solutions to the banks and brokers. But we have a very significant increase in our clients, so the revenue from that business is going up. But so are the investments in that business to supply -- to support those revenues. So the -- we're only showing you one side of the ledger, when we're showing you our cost guidance and the R&D spend. But the revenues are also increasing along the line. So the net cost of that program is around the same year-over-year.
Operator:
Thank you. And our next question comes from Chris Harris with Wells Fargo. Your line is now open.
Chris Harris:
Good morning. Thank you. Is strategic M&A still a priority for Nasdaq? Or do you feel like, the focus at least for 2020 will be more centered on your organic growth opportunities?
Adena Friedman:
Well, we evaluate acquisitions all the time frankly. So, it's a part of what we look at. And we always -- the way that we think about acquisitions are can they accelerate our ability to achieve our strategy, in a particular segment. So are we either expanding our client base or expanding our capabilities to support our clients in new ways within a segment, with a particular focus on technology and the data and analytics. But frankly we also have done -- we did a small acquisition within corporate services last year. And we always look at -- we will look at acquisitions within market services as well so long as it provides the right financial framework. So, I would say we always look at them. The environment right now is they are pretty pricy. So we are -- we're definitely really focus on, making sure we have real conviction around the financial model, in addition to obviously the strategic benefit before we make a decision to move forward with an M&A initiative. And that has definitely created a discipline inside of Nasdaq, where we obviously look at a lot. But we have only executed on a few.
Michael Ptasznik:
I think if you look at the priorities and strategic ambitions that Adena outlined in her comments with the five that we mentioned earlier, those are organic pursuits that we are engaging in. And if there are opportunities to accelerate that with the M&A, then we will look to do so as long as that obviously meets the strategic and the financial criteria that we're looking at. But those additions are ones that we're pursuing organically.
Operator:
Thank you. And our next question comes from Kyle Voigt with KBW. Your line is now open.
Kyle Voigt:
Hi. Maybe just a follow-up on a prior question related to this Consolidated Tape proposal. Obviously, it's still really early days. But the SEC seems to want to develop this new governance committee to develop fair and reasonable fees for this new SIP. Do you have any idea what the SEC would view as fair and reasonable? Would it be a certain maximum operating margin or some other metric? And if that language makes its way into the final rule, do you see some risk to this overall SIP revenue pool? Or do you see that even being stable through the transition?
Adena Friedman:
So, the first thing I would say is that, these fees in the SIP have always gone through a pretty rigorous regulatory process, ever since the SIP committees were formed many, many moons ago. So it already does have a lot of regulatory oversight and overlay whenever there's a proposal fee change there. They have not defined what they mean by fair and reasonable. I think that our view is that it will -- the governance of the SIP and the way that it will be structured will help make sure that we have client involvements in those types of decisions, but also recognizing the fact that there is a lot of value that comes from the products that are created. And the other thing is that, the fees not only just pay for the creation of the product, but also pay for the regulatory oversight that the exchanges have to support a fair market environment. So all of those things are taken into consideration. I don't think the SEC though has clearly defined their ambitions there. And we'll have to see how it goes -- how it moves forward in the coming period.
Kyle Voigt:
Understood. Thank you.
Operator:
Thank you. Ladies and gentlemen, this concludes our question-and-answer session. I would now like to turn the call back over to Adena Friedman for any closing remarks.
Adena Friedman:
Great. Thank you. In closing, Nasdaq's fourth quarter and full year of 2019 was a solid performance and we are starting off 2020 with strong momentum. Our leadership team remains focused on executing our technology-led strategy to deliver for our stakeholders and I look forward to our continued discussions throughout the year on the progress we aim to make against our strategic priorities. Thank you very much for your time today.
Operator:
Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect.
Operator:
Ladies and gentlemen, thank you for standing by and welcome to the Nasdaq Third Quarter 2019 Results Conference Call. At this time, all participants lines are in a listen-only mode. After the speakers’ presentation there will be a question-and-answer session. [Operator Instructions]. Please be advised that today’s conference is being recorded. [Operator Instructions]. I would now like to hand the call over to your speaker today Mr. Ed Ditmire, Vice President of Investor Relations. Thank you. Please go ahead, sir.
Ed Ditmire:
Good morning, everyone and thank you for joining us today to discuss Nasdaq's third quarter 2019 financial results. On the line are Adena Friedman, our CEO; Michael Ptasznik, our CFO; John Zecca, our Chief Legal and Policy Officer; and other members of the management team. After prepared remarks, we'll open up to Q&A. The press release and presentation are on our website. We intend to use the website as a means of disclosing material non-public information and complying with disclosure obligations under SEC Regulation FD. I'd like to remind you that certain statements in this presentation and during Q&A may relate to future events and expectations, and as such constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections and information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press release and periodic reports filed with the SEC. I will now turn the call over to Adena.
Adena Friedman:
Thank you, Ed. Good morning everyone and thank you for joining us. I’m pleased to report Nasdaq financial results for the third quarter of 2019. Guided by our renewed strategic ambitions, we have been consistently focused on leveraging technological advancements to deliver for our clients, while creating sustainable value for our shareholders. That focus is reflected in today’s strong results where we are seeing significant contributions from across the franchise. My remarks today will focus on business unit highlights and strategic initiatives from the quarter as well as a brief commentary on the broader macroeconomic environment in which our businesses operate. The third quarter experience its share of volatility as the world continues to grapple with the potential ramifications of Brexit, the U.S., China, trade negotiations, and more mixed macroeconomic signals. While the environment present some uncertainties, the performance of the markets continue to reflect a risk on appetite. Among our clients, we see continuing demand for technology, data, and analytics, due to three longer-term trends, including first the competitive forces driving continuous demand for efficiency; second, the regulatory changes requiring more effective monitoring and surveillance, while protecting information and data privacy; and third, continuing pressure on all market participants to identify new alpha generating growth opportunities. As we progress through the year, we've continued to experience those trends, with a few supporting factors in the third quarter. For instance, the attendance at our Nasdaq Surveillance Conference in Paris last week drew record numbers from a diverse range of attendees and focus specifically on what the future of trade surveillance looks like. Market Technology order intake was strong during the third quarter through a combination of new customers and contract extensions with existing customers. We also continue to find new demand for our data products from customers coming to market and through geographic expansion outside the United States and the performance of the markets coupled with these general trends, particularly towards passive investment strategies continues to support our expanding Index business with AUM in ETPs benchmarked to Nasdaq’s Proprietary Index products, reaching a new peak as investors continue to put their savings to work in higher return areas of the financial markets. Examining the impact of the current macroeconomic environment on Nasdaq’s markets related businesses, our core markets in the U.S. and Europe experienced strong share and healthy volumes in the quarter as volatility picked up with the macroeconomic and political backdrop. Turning to the IPO environment, it remains quite active with Nasdaq’s new issue pipeline standing at healthy levels as we finish 2019 and transition into 2020. We've seen a small number of high profile IPOs decided to postpone listings, while others have seen stock performance in the immediate aftermarket. But we are always quick to remind investors that the success of a company in the public markets is driven by the company's fundamental business and financial performance over time, not by the trading behavior in the first few days and months as a public company. Additionally, every IPO has its own story. So it is hard to discern trend from a small sample set of specific situations. In fact, we continue to have productive and positive conversations with companies seeking to tap the public markets within the next year. They are however, rightfully increasingly focused on demonstrating to prospective investors the scalability of their business models and their plans to achieve profitability if they are not already profitable upon going public. With that consideration, they remain enthusiastic about entering the public markets and gaining access to permanent equity capital. Now moving on to our specific results, the third quarter of 2019 demonstrated how Nasdaq can achieve solid growth, while remaining efficient and disciplined in our execution. This has been a key tenet of our corporate strategy since we announced our strategic repositioning in 2017. We delivered third quarter 2019 net revenue of $632 million, including 8% organic revenue growth from our non-trading segments. We’re encouraged that our quarterly and year-to-date organic growth rates across our non-trading business segments remained consistent with our medium-term objectives, while the more trading sensitive Market Services business continues producing near multi-year highs. Our financial achievements in that period were driven by solid growth in our expanded technology and analytics offerings, strong progress on deploying our next-generation market technology solutions, and enhancing our offerings to the private markets as well as maximizing the opportunities that our busy trading and IPO environment provides. Turning to the segment’s specific highlights from the third quarter. I'm pleased with the progress that we're seeing across all areas of our business. Our Information Services business saw an increase of 11% in revenue during the period. This was due to expanded contribution from our fast growing Investment Data & Analytics businesses, continued strong growth in our index business reflecting a 28% increase in the trading of Futures contracts linked to the Nasdaq 100 Index, and a record $207 billion of ETP assets under management, tracking the Nasdaq indexes and continued growth of clients using our proprietary market data offerings. During the quarter, we were excited to announce the launch of Nasdaq 100 Futures contracts on the Taiwan Futures Exchange, the first Nasdaq 100 Futures contract listed outside the United States. We continue to see strong client traction also in our Market Technology segment. We saw revenues increase 24% from the prior-year period due to both January's acquisition of Cinnober as well as organic growth of 9%. Our new order intake of $62 million included a multi-year contract extension with Bolsa Mexicana de Valores for Market Surveillance, a multi-year extension with the New Zealand Exchange for Trading and Surveillance Solutions, and the addition of a new exchange client in Southeast Asia who plans to adopt our next-generation Nasdaq Financial Framework Market Technology as well as our Surveillance Solution. Our Corporate Services segment was lifted by another strong quarter of IPO wins, and an increase in subscriptions in our IR Intelligence Unit, where we're seeing multiple engagements around our recently introduced ESG Advisory Services for public companies. During the period, Nasdaq led U.S. exchanges by welcoming 41 IPOs among 66 total new listings. The new listing highlights include the IPOs of Datadog, Peloton Interactive, and Afya, the latter of which is our third Brazilian listing in the last 12 months as well as the listing transfers of Interactive Brokers Group and Exelon Corporation to Nasdaq. Nasdaq’s European exchanges added eight new listings, including four IPOs during the third quarter, with EQT Partners’ IPO in Sweden becoming one of the largest Nordic offerings ever with a total raise of 12.8 billion Swedish kronor. These results build on an outstanding year for Nasdaq listings business. In the first nine months, Nasdaq has won 76% of the 181 U.S. IPOs including six of the largest 10 and the IPOs that have come to Nasdaq have raised $27.5 billion in capital. Also within the Corporate Services segment, we were pleased to acquire during the third quarter the Center for Board Excellence, a privately held provider of corporate governance and compliance solutions for Board of Directors, CEOs, Corporate Secretaries and General Counsels. By combining CBE with our Nasdaq governance solutions business, we aim to establish a leading provider of technology, research insights, and consultative services designed to advance governance excellence and collaboration at organizations role worldwide. Nasdaq also made some significant strides in the Nasdaq Private Market, announcing during the quarter a partnership with PJT Partners Park Hill division, which is intended to leverage the Nasdaq Private Market to transform and modernize the process for executing private equity fund secondary transactions. We believe this is an exciting and unique used case for our private market center designed to bring greater standardization and efficiency to the secondaries market and appeal to general partners, limited partners and secondaries investors alike. In Market Services our U.S. and Nordic equity and equity derivatives businesses capitalized on a healthy trading environment with strong market share. We're very pleased that our clients across our U.S. equities and options markets, as well as our Nordic markets are fully engaged with us to utilize our market capabilities to support the trading and investing strategies. We’re also encouraged to note a continued interest in ESG trading products and services. Just after the close of the third quarter, our European sustainable debt market in Stockholm surpassed 200 listed instruments, while trading in the OMXS30 ESG index future reached 1 million contracts after just one year on the market. These two milestones serve to underscore the Nordic region's leading position within sustainable finance, a position Nasdaq will continue to look to expand upon across our geographic reach in the quarters to come. As I wrap up, I will summarize by saying that the third quarter results served as further evidence that we can deliver on our strategic direction for our clients and our shareholders. We are encouraged by our momentum as we head into the final months of the year. And with that, I will turn it over to Michael to review the third quarter financial details.
Michael Ptasznik:
Thank you very much, Adena, and good morning everyone. My commentary will primarily focus on our non-GAAP results and all comparisons will be to the prior-year period unless otherwise noted. Reconciliations of U.S. GAAP to non-GAAP results can be found in the attachments to our press release and in the presentation that's available on our website at ir.nasdaq.com. I will start by reviewing third quarter revenue performance as shown on Page 3 of the presentation and organic revenue growth on Pages four and 14. The $32 million increase in reported net revenue of $632 million was a net result of organic growth of $37 million, including 8% organic growth in the non-trading segments. A $2 million net positive impact from acquisitions and divestitures and a $7 million unfavorable impact from changes in foreign exchange rates. I will now review quarterly highlights within each of our reported segments. I'll start with Information Services, which has reflected on pages five and 14 saw a $19 million or 11% increase in revenue. This is driven by $19 million or 11% organic growth, $4 million of which was a result of the Vestment’s purchase price adjustment on deferred revenues in Q3 2018. Excluding this adjustment, organic growth would have been $15 million or 8%. In addition to the growth in index licensing revenue that Adena already mentioned, the increase was also driven by new sales of market data and analytics, as well as higher revenue from unreported data usage. Market Technology revenue as shown on pages six and 14 increased $16 million, or 24%, including organic growth of $6 million or 9%. Organic growth during the period primarily reflects an increase in SaaS surveillance software revenues, an increase in the size and number of software delivery projects, and higher change requests and advisory revenues. Turning to Corporate Services on pages seven and 14, revenues increased $3 million or 2%. Organic revenue growth was 3% or $4 million, reflecting an increase in the number of listed companies and higher revenues from our IR Intelligence offerings. Market Services net revenues on pages eight and 14 saw a $4 million or 2% increase. Excluding the negative $4 million impact from unfavorable changes in foreign exchange, the organic revenue increase was $8 million or 4%. Organic growth during the period primarily reflects an increase in equities derivatives trading revenue, partially offset by declines in FICC. Turning to pages nine and 14 to review expenses. Non-GAAP operating expenses increased $6 million to $317 million. The change reflects an $11 million or 4% organic increase and a $1 million increase from the net impact of acquisitions and divestitures, partially offset by $6 million favorable impact from changes in foreign exchange rates. Third quarter 2019 non-GAAP operating expenses came in lower than we expected when we discussed our expense guidance in July due to factors including new hire timelines, which have lengthened incrementally, the impact of a strengthening U.S. dollar as well as a modest expense reimbursement received in the quarter and certain other costs that were delayed. Turning to Slide 10, we are lowering our 2019 non-GAAP operating expense guidance range to $1.285 billion to $1.295 billion, which implies a range of $325 million to $335 million in the fourth quarter of 2019. The new full-year guidance centers on an organic expense growth level of less than 2%. The anticipated sequential pickup in fourth quarter 2019 expenses is consistent with a 4% average sequential increase we experienced in prior fourth quarter periods. This reflects the impact of both product and other initiative spending, as well as some seasonal pickup of certain expenses such as marketing, compensation, and peak seasonal revenue related costs. Moving to operating profit and margins, non-GAAP operating income increased $26 million in the third quarter of 2019. And the non-GAAP operating margin was 50% up two percentage points from the prior year period. The increase in part reflects the benefits from a business model that is becoming more scalable as we evolve. We have strategically pivoted to reorient our product and business portfolio toward more SaaS offerings and continue to make investments in our technology platform that we expect to provide for greater operating leverage. We continue on that journey today. And as part of that, we are initiating a restructuring plan that principally focuses on certain elements of our technology platform, particularly as we execute and accelerate our evolution within our technology and analytics offerings. Given the inflection point that the company has reached with NFF, certain elements of our legacy marketplace infrastructure and technology product offerings will be retired as we transition and further implement NFF internally and externally. As a result of these actions, the company expects to incur $65 million to $75 million in pre-tax GAAP charges over the next two years, including $30 million recognized in the third quarter. The charges are related principally to non-cash items such as asset write-downs and accelerated depreciation as well as third-party consulting costs. The impact of restructuring plan will be excluded from our non-GAAP reporting. Separately in the third quarter of 2019, we recognized a $20 million non-cash provision associated with the industry's Consolidated Audit Trail or CAT initiative. This charge is a consequence of changes to the Consolidated Audit Trail project. In particular, the consortium’s decision to impair the value of technology built by the original vendor who has subsequently been replaced. Net interest expense was $26 million in the third quarter of 2019, a decrease of $9 million versus the prior period due to lower debt balances and the refinancing of the 5.55% $600 million U.S. denominated bond with a new 1.75% €600 million Euro bond. The non-GAAP effective tax rate for the third quarter of 2019 was 27% and for the full-year 2019, we continue to expect the non-GAAP tax rates to be between 26% and 27%. Non-GAAP net income attributable to Nasdaq for the third quarter 2019 was $212 million or $1.27 per diluted share compared to $189 million or $1.13 per diluted share in the prior year period. Turning to capital on Slide 11, debt decreased by $11 million versus Q2 2019, primarily due to an $84 million decrease in the Euro note book value caused by changes in FX rates partially offset by $72 million net borrowing of commercial paper. Our total debt to EBITDA ratio ended the period at 2.6 times, down from 2.7 times after the second quarter of 2019. During the third quarter of 2019, the company returned $150 million to shareholders through a share repurchase program and paid a common dividend in the aggregate of $78 million. In the first nine months of 2019, the company returned $428 million to shareholders through dividends and/or share repurchase program. Continuing our commitment to capital return, yesterday our board authorized an additional $500 million for our existing share repurchase program. Thanks for your time and I'll turn it back to the operator for Q&A.
Operator:
[Operator Instructions]. Our first question comes from Rich Repetto with Sandler O'Neil. Your line is now open.
Rich Repetto:
Yes, good morning, Adena and good morning, Mike. I guess the question is on market technology, you continued to see solid performance there and the ARR went up as well as the pipeline. But I guess the question is that percentage of ARR to the annualized revenue is trickling down. And I’m just trying to understand is that -- I know it's made up a change the difference made up a change fees and other non-recurring revenue. Is that a good thing that the percentage is going down? How should we interpret that?
Adena Friedman:
Sure. Thanks Rich and it's great to hear from you. So in terms of the way that we look at ARR and the pipeline that obviously gives you a sense of how well the company is continuing to find new clients and how well we're developing in terms of our recurring revenue streams. But we do -- you will see ebbs and flows of that percentage to overall revenue quarter-by-quarter based on how many shorter term change request types of revenue that we end up bringing in. And in the third quarter, we did have some of that in the third quarter. And so therefore, you might have seen some shifts in the overall kind of composition. But that's going to -- that's going to ebb and flow quarterly, but it should not indicate a trend.
Rich Repetto:
Okay. And my semi-related follow-up would be your debt to EBITDA ratios now at sort of the target level. And are you comfortable, I guess with this sort of payout ratio. And what should be the -- I guess the trend of what the dividend buybacks, et cetera, are going for capital return going forward?
Michael Ptasznik:
Yes, thanks Rich. So we're going to stick with our capital plan that we've disclosed, which is we obviously going to number one invest in a great opportunities continue to grow the business that meet our strategic and financial criteria. Secondly, we're going -- we have a dividend policy that says that we will grow our dividend, as earnings and cash flow grow over time. Third, we're going to primarily use buybacks to offset any dilution from any equity programs that we have. And then, fourth, we want to maintain our investment grade rating. And so those are the way we think about our capital priorities. If the cash continues to build up over time, and we -- since we're such a strong cash flow business, then -- and we don't see any good investments or opportunities in the short-term or the foreseeable future, then we will look to return that cash to shareholders. But that's not going to be a quarterly thing. It's going to be something that will evolve over time. And so we'll continue to take a look at the horizon. And if we doesn't look like we have something further out, then we will look to return that cash to shareholders through buyback.
Operator:
Thank you. Our next question comes from Michael Carrier with Bank of America. Your line is now open.
Michael Carrier:
Right. Good morning and thanks for taking the questions. I guess maybe just on the tech plan. You mentioned some of the charges related to migrating to the new platform. I guess, just on the on the positive side when you think over the next few years as this process takes place, what are some of the benefits that you expect to realize over time?
Adena Friedman:
Sure, yes. So as Michael mentioned, the restructuring plan is really meant to help us migrate and transition to the new technology both from architect and for our internal market. So I think it's important to recognize that we're really looking at how we can deploy the Nasdaq financial framework across our markets as well as continuing to provide and expand our offerings to our other market tech clients. And so I think that when we look at the benefits that we can provide to our customers across our own markets, it creates more flexibility in terms of the ability for us to enhance our products over time. It also creates a common technology stack across all of our markets, which we now operate in multiple stacks today within the U.S. versus Europe. It makes it so that we have -- we obviously hope to achieve a more efficient technology organization by having one technology underpinning and one technology architecture that supports those markets and market tech. And then also from a from the client's perspective, it does allow us to be more nimble in terms of giving them new features, applying, bringing more data and data analytics and potentially algorithmic capabilities into our markets platform. And over time, we also -- this platform, as you know, can be deployed in the cloud. So it gives us the opportunity to start to think about that for our future. I think within market tech, we are already deploying clients in the cloud using the Nasdaq financial framework. And we will be retiring other systems over the next several years as we move some of our clients on -- more and more of our clients on to the next-generation platforms. So it's really meant to position ourselves, Mike, to be able to take advantage of the technology that we're bringing to life. And I do think it will create efficiencies, better efficiencies, operational efficiencies in terms of technology build and deployment times better feature function capability and more flexible infrastructure for both us and our clients.
Michael Carrier:
Right, that's helpful. And Michael just a real small and just on the data, business revenue seemed a little stronger. I think you mentioned something on audit, but if you wanted to just quantify that.
Michael Ptasznik:
Yes, we did have a stronger audit or recovered -- have reported usage this quarter so it was $9 million this quarter.
Michael Carrier:
Okay. Thanks a lot.
Michael Ptasznik:
It was $4 million in last year, the same period last year and $6 million last quarter.
Operator:
Thank you. Our next question comes from Kwun Lau with Oppenheimer. Your line is now open.
Kwun Lau:
Good morning and thank you for taking my questions. Recently, Adena, you mentioned that the regulators can make the public market more inviting compared to the private markets. I guess, what does it take for us to get there? What is a good way for market participants to encourage the regulators to kind of review the current disclosure requirements for public companies?
Adena Friedman:
Sure. Well, I think that the foundation of the public market is a disclosure regime. And we do believe that that generally works. So I think the focus that the regulators we've asked regulators to have on these disclosures though is disclosures that are really meant to support an investor's ability to make an informed financial decision. Sometimes there are, frankly politics that come into the mix. And then creep into the disclosure obligations that really aren't meant to be helpful to investors, but helpful to frankly, further certain political ambitions. And so we want to try to make sure that the disclosure regime really stays true to what it's meant to support, which is employee and IM, investor information. I think the second thing though, is that there are other elements of the public market that make it so that if you are have ready access to capital in the private market, are you ready to come into the public markets? And the few things that we hear certainly are the issues around the proxy process, the issues around the resubmission thresholds for proxy proposals. The -- I would say the nature of the proxy advisory firms and some conflicts of interest there as well as lack of disclosures that they have around how they manage their recommendations and proxies as well as the litigation regime and other things that come with going -- with selling -- going public. And so we are working very closely with the regulators. And on the Hill, there's a receptive audience to a lot of what we're proposing, but obviously it's a process. And, we have seen some real action and movement, both in Congress and at the SEC as they're examining these issues and trying to find a balance between making sure you are properly protecting investors, but you're also creating a more inviting environment for companies and we've been very supportive of what they've been doing.
Kwun Lau:
That's very helpful. A follow-up question related to market tech. So revenue and organic growth was strong, ARR increased, and operating margin went up to 18% from 10% quarter-over-quarter. How should we think about the margin going forward? With bands around because you will continue to retire at the Sunset O [ph] system and make new investment in Nasdaq financial framework or you can list the whole margin at this level. Thank you.
Adena Friedman:
Sure. Well, what we've been saying to investors and we continue to say is, is that we've been in a period of strong investment in the Market Technology business, which over the last couple of years has brought down the margins, we will continue to make investments. But as we continue also to grow the business and move our clients to a more efficient platform, we do believe that we will be able to start to show some margin improvements in 2020 and 2021. And the idea is though to get ourselves into a more staff orientation in the delivery of our services to our clients and even when we are providing on-prem services, can we be more of a managed service provider to them over time on using the next-gen platforms. Those things, in addition to just being more efficient and being able to deliver services to our clients should allow us to start to show some margin improvement in the coming years. But we also say that quarter-over-quarter is not really a good way to look at the overall margin to the market tech business, we tend to look at things in periods of years just because there can be various things that impacted quarter’s results. So if we're in a period of heavy implementation for clients that can sometimes bring down the margin in a quarter, but if we also have more shorter-term revenue coming in that could bring up the revenue for the quarter and the margin for the quarter. So it to me it's better for you to look at it year-over-year. And I think we're hoping to be able to demonstrate a trend over in the coming years towards higher margins.
Operator:
Thank you. Our next question comes from Chris Allen with Compass Point. Your line is now open.
Chris Allen:
Good morning everyone. I wanted to ask about just the longer-term impact around the tech replatforming moving to context, how they should translate to expense savings over the longer-term. So just wonder if you could maybe provide us any color how the kind of the new platform will compare for technology expense run rate versus kind of the current platform?
Adena Friedman:
Well, I think that just the ability for us over the coming years, and it will take time, I do want to say both in terms of moving our own markets onto the platform, we're going to do this in a very measured way, we're going to take time to make sure that we are working with our clients, bringing them onto the platform and then managing it across the multiple markets we have in the United States and Europe. So it will take time, I think it's important to recognize it. It's been measured in years, not months or quarters. But also so when we’re moving on to a single platform, just the ability for us to operate on a single technology, infrastructure, and architecture should provide us efficiencies. The ability for us to implement changes faster with less effort should provide efficiencies. And over time, we can also look at how we want to manage our infrastructure and how we can create synergies or efficiencies by moving some or all of our capabilities to the cloud in the future. But that's definitely more future oriented. I think that in terms of the market tech business, we also are able to start to move people to a more common architecture and platform. And that also will provide efficiencies to us, as well as efficiencies to our clients. And if we also then become more of a managed service provider and a SaaS provider of services that is definitely more efficient for our customers, but that also creates revenue opportunities for us as well. So those are the areas that we're focused on in terms of the benefits that this technology platform migration will provide us.
Chris Allen:
And just a quick follow-up on the expenses, can you provide the magnitude of the expense reimbursement that was noted and also the color on what the $10 million in mergers strategic initiative, what that is related to? Thank you.
Michael Ptasznik:
Sorry, can you just repeat the question.
Adena Friedman:
Yes, can you repeat the question we’re just trying to make sure we are going to answer the right question, sorry.
Chris Allen:
Yes, in fact in the comments, I believe you noted that there was a positive legal and expense reimbursement this quarter. So I was just wondering what the magnitude was in terms of dollar costs, and then the $10 million mergers strategic initiatives, any color on that specifically related to?
Michael Ptasznik:
Yes, sorry Chris. So the expense reimbursement was in $1 million to $2 million range for the quarter and then in the $10 million that's related to the initiatives that we were executing on, which is the sale of the BWise business as well as the acquisition of Cinnober so -- and Quandl. So that's, that's what's included in there.
Operator:
Thank you. Our next question comes from Alex Kramm with UBS. Your line is now open.
Alex Kramm:
Hey, good morning. I think quick ones from me, first one on the equities pricing. I think you highlighted volume tiers and strong volumes. But 10% sequential drop is obviously pretty big. So any more color, what exactly is going on there and then also quarter-to-date? Maybe if that net back a little bit or what -- what we should be thinking about as we think about all models going forward?
Adena Friedman:
Sure. So I think that within the quarter we did have, we definitely saw the composition of our clients, and therefore the tiers. So it's really, it's a multifactor calculation in terms of looking at overall capture rates. So it has to do with overall volumes, and therefore every firm being more likely to hit tiers. But then also the composition of clients, and who's coming in and leveraging the market and what kind of tiers they are able to achieve. And so I think and then on top of that the share. So if you have higher sharing, you're getting just more activity in the market, it's likely that people will then will also hit tier. So I think there has been minimal changes to our pricing, but as you know, we are always looking to tweak our pricing to make sure that we are attracting flow into our market but we're also managing our overall client relationships there and but there hasn't been any -- there hasn't been anything dramatic impacting the quarter. And I would say we are always looking to manage that the right way and but we don't have anything specific to discuss in terms of looking at the fourth quarter.
Alex Kramm:
Okay, thank you. And then staying within market services, the kind of more recurring line item they are the trading services, trade management services. Now flat year-over-year that was probably a little bit of a negative FX impact but despite all that, obviously no growth and I guess it makes sense with end markets and limited growth in market making firms et cetera. But is there anything coming up that can help that again, I mean new initiatives, new services, maybe something in Europe that that can actually drive some growth again here because this is, I mean, it's a pretty big revenue item for you and we don't talk about it a lot. Thank you.
Adena Friedman:
Yes, no it’s a good question. It is a very stable part of our business. But when we look at the ins and outs, I think what we see every month actually is new clients coming in and taking more ports or opening up new capabilities, and then other clients deciding that they're going to dial back on certain things. So it's really kind of a mix underneath it, underneath the total number, where certain customers are spinning up new strategies and other customers are changing their strategies. So and then we have had some consolidation of firms not so much this year, but we saw more of that last year that's flowing through this year. So it's maintained stability, but it hasn't been a grower for us. In terms of looking at into the future, I think that we are always working to make sure we provide the right environment for our clients. We want to make sure it's affordable to come in and trade on Nasdaq. So we don't look to make major changes there to make sure that we are creating a very strong, very, very attractive way to come into the market. But at the same time, then getting the revenue impact from higher share as well as from more listed companies coming in et cetera. So it's kind of a means to an end, I would say. There isn't anything specific, Alex, that we're planning on that I could -- that I can talk about that is -- that would really drive that to a different state to be honest, it's definitely we've considered a low-single-digit grower for us.
Operator:
Thank you. Our next question comes from Alex Blostein with Goldman Sachs. Your line is now open.
Alex Blostein:
Hey, good morning, everybody. A question with respect to recent changes by the e-brokers obviously taking commission on equity trading and ETFs to zero. Just curious how you guys think it could impact the ecosystem and then specifically with respect to market data, I know there's always some pressure on that but it feels like right now it's going to become a little bit more pronounced given the half year revenue hole to makeup. So maybe help us size kind of how meaningful market data revenue contribution for you guys from the likes of Ameritrade, E*Trade, Schwab, IBKR? And how should we think about the rest of that revenue pool?
Adena Friedman:
So I think that if we look at the broader ecosystem first, I think that it seemed to us that it was interesting to watch how it all played out. But I think that we've gotten a sense that that there were definitely expectations over time that those pieces continue to decline. I think the rise of obviously Robinhood and the level of participation the Robinhood broker has definitely I think created; the people have been preparing or planning for this. And you've seen that the e-brokers have been diversifying or many of them are diversifying their revenues in recent years, to be able to be prepared for a lower fee environment. In terms of the impact of the decision to kind of wave that kind of went through. I think that's the whole ecosystem is still evaluating how that will impact things. But when we look at own markets, we get very little direct order flow from retail brokers today; they tend to go through the wholesalers. I think the payment for order flow regimes are I'm sure will be examined. But at the same time -- at the same time they're doing this, they also have new disclosure obligations on best execution. And that I think, that is going to be a big determinant factor as to how the overall brokers look at managing their order flow going forward, they're likely to want to have more clarity on the definition of Nasdaq because it's a pretty vague definition today. And but they know that they have this obligation, so that their ability to manage their order flow, they have best experts [ph] on everything. So they hopefully will also see opportunities potentially to bring more flow directly into the market under that and as well as make sure that they continue to spread their flow to make sure they're achieving the best execution. So all of that is going to be an interesting thing to play out. We actually see some opportunities that could come on the back of that. In terms of the market data side, we work very closely with all of the retail brokers to make sure that they are optimizing their data costs. We have lower costs proprietary products that they can use in many of the circumstances that their clients need market data for. So it's really up until the point of trade they are allowed to use substitutes to the SIP data. And we provide much lower cost products to the consolidated tape, and we have enterprise cap so that they can therefore really leverage that and make sure that they know they don't have an ever escalating costs as they are driving more participation into their systems. And we work very closely with them to make sure that they're balancing the need for the consolidated tape in certain circumstances, but on the choices that they have for proprietary data. So we actually don't see a significant change or anything from this because we already are working with them to try to make sure that they have efficient options and that they're deploying them the right way.
Alex Blostein:
Got it. Thanks. And then just a quick follow-up question around the restructuring. Michael I think you said $65 million to $75 million in pre-tax GAAP charges over the next couple of years. Can we get the breakdown, what's going to be the write-down versus accelerated depreciation? And then ultimately, how much in incremental CapEx we will be thinking about going forward as you guys build out the new systems?
Michael Ptasznik:
Yes, so we don't have the specific breakdown, but the majority of the expense will come through either write-down or accelerated depreciation. So the combination of the two and it's really about when the platforms roll off. And so the $30 million that we saw this quarter, a big chunk of that was the write-down aspect of it and a good portion of the rest will be accelerated depreciation plus another one-time cost that we have as part of the implementation. So that's with respect to that and we don't have any -- doesn't have any material impact on the depreciation run rate that we've seen this quarter. And we'll just for -- when we give the guidance for next year, we'll build into that whatever the impact would be for the depreciation of the investment going forward.
Adena Friedman:
And I also say from a CapEx perspective, you’ve seen, you can kind of see how we've been managing CapEx for the last three years as we've been building this platform and will continue to manage our CapEx to make sure that we're being efficient in how we're building it. But that the CapEx does exist today already reflects a lot of the work that we're already -- that's underway, and that will continue.
Michael Ptasznik:
There shouldn't be a huge step up in, don't expect a huge step up in the depreciation amortization list because we're transitioning from one system to the other. And that's what some of this is, is the amortization. So we don't have a doubling up of that amortization expense in that period.
Operator:
Thank you. Our next question comes from Chris Harris with Wells Fargo. Your line is now open.
Chris Harris:
Thanks, good morning. There's been a lot of change in the Corporate Solutions business over the last couple of years. And it's in further movement in that segment this past quarter. Can you remind us just high level, what are the primary businesses left in Corporate Solutions and longer-term what are your expectations for growth?
Adena Friedman:
Sure. Well, in Corporate Services in general, we have our listings business, and then we have our IR intelligence business, and we have our governance solutions business. And so those are the three key elements of the Corporate Services business unit. And as you can see, we are making sure that we provide the best possible products and services to support companies as they're coming into the public market with their new stakeholder base, which are investors, as well as managing to an increasingly complicated governance structure as a public company. And so those that's why these are kind of strategically aligned with who we are as an exchange but these services are offered to companies all around the world regardless of where they live. In terms of some of the work we've been doing to shore up and create new services, what we’re really focusing on is how can we advise our clients and provide products and services that help them deal with the changing environment. ESG is a big growing trend within the industry with among investors. So we've been building out a capability really a consultative capability. And we will look at how we can also bring products into that mix to provide more solutions for our clients as they're managing increasing disclosure obligations against ESG. And then on the governance side, we made a small acquisition this quarter that really adds a lot of advisory and consultative services as well as really good tools to handle things like board surveys, director surveys, things that really help them manage their public company board. And we can then over time look at integrating that into our board portal solution so that it creates a more all-in solution. But we're going to make sure that we manage that in a way that is in a really value additive to our clients. But those are the types of things that we're doing to continue to build out and grow those businesses in connection with our listings business.
Michael Ptasznik:
And the overall growth target for that business over the medium-term is 3% to 5%.
Operator:
Thank you. And our next question comes from Brian Bedell with Deutsche Bank. Your line is now open.
Brian Bedell:
Great, thanks. Good morning, folks. Adena, can you just give us a little bit of a refresh on where we stand in the market data regulatory through battle with the SEC and also the XSV pilot and then any thoughts on the timing of when members exchange just to come to market, are you hearing any commentary having any conversations about that eventuality with clients?
Adena Friedman:
Sure. Well on the market data and accuracy pilots, just from our process perspective. With the accuracy pilots, there was a hearing a couple weeks of ago now. So it's kind of sitting in the court hands to determine the outcome there. I think we feel confident that we gave very good arguments. So I think us and our exchanges, did a nice job of demonstrating from a procedural perspective why we believe this pilot requires more review and evaluation by the SEC, and we'll see how that -- how the court -- what the court decides on that. In terms of market data. We're just now in the process of starting to put together some of the briefs that the court will then consider in the first half of next year. And so that's a process that is still ongoing. So that's just from a process perspective. I would say from a point of view perspective. We on the market data side, we continue to provide more and more disclosures to our clients and to everyone around how our market data revenue is defined, how it's changed over the years, what's driven improvements and increases in our market data revenues. And as we did put out a very comprehensive what we call MythBusters piece that shows that revenue increases over the last 10 years in our market data business, only 2.4% of our overall revenue increases CAGR has come from price changes, whereas the rest of the growth has come from new customers and new products and then further penetration in our existing clients. And we break that out in a lot of detail in this piece. And then we also provide other facts and figures that really helps support the fact that we are, we believe very, very focused on delivering great value to our clients at a reasonable price. And I think our actions have been -- our actions have been consistent with that. And so we will continue to provide that type of information to clients, so that they can make a more informed decision as to how they look at us as a provider of market data to them. And then lastly, on NYMEX, we don't have any more information than you do. So we are here running our business, we will be prepared for any competition that comes along. And that's the way we operate here.
Brian Bedell:
That makes sense. So it sounds like predict the market data and accuracy that you are talking about, still talking about the distant future from any kind of implementation of anything, if that. So, still nothing really impacting even 2020 at this stage from?
Adena Friedman:
Yes, it’s hard to know. I mean, I think that we have on the accuracy pilot, we've made our case and we'll see how it goes. And we may get a decision before the end of this year. And then there would be whatever is decided then would just flow through the next part of the process, which will take some time. On the market data, I think it's still months away before we kind of understand our kind of our case in the court.
Brian Bedell:
Great. And then Michael just on the market tech revenue side, I know your fourth quarter is always seasonally strong for that business. If you could just I know give us an insight of whether we think that's going to continue to be the case for this fourth quarter, and you mentioned the Southeast Asian, when is -- when do you expect the revenue to come in from that client, and just a quick progress update on non-financial clients. And it's been a big, long-term growth initiative.
Michael Ptasznik:
Yes, so I'll start with the first one, I'll let Adena talk a bit -- first two and then I'll let Adena talk a bit about the financial markets. So on the quarter, so we would expect to see typical seasonality, I will say that we did. Normally we see an increase in change request in the fourth quarter due to timing of budgets, et cetera. We did see some of that comes through in the third quarter this year. It's hard to quantify that amount in totality. But I would say that there was, say $2 million to $3 million of additional revenue that we would have seen -- that we saw in the third quarter that you typically would have expected to see in the fourth quarter. So that did happen this year. And then on the Southeast Asia, I don't think it will have any material impact specifically that one client. I just wanted to flow through. And so it will just be, just think about that with the rest of the modeling that you do, and then Adena on the new markets?
Adena Friedman:
Yes, and I would just say on any new client now, we start to recognize revenue as soon as we start building for them and start deploying, and so with that particular client, to the extent that it's going to be a cloud-based service, it's going to be structured more as a subscription service. And it will be -- it will start to be at a charge that once we start work with them, just kind of how their revenue recognition works. And on new markets, I think that we continue to be very optimistic around how we can deploy our technology outside the traditional capital markets. And we have had some recent news in terms of some areas, some opportunities for us in the betting space. We continue to engage very well with clients in other industries that we just don't have anything specific this quarter to disclose. But we definitely are seeing behind the scenes a lot of good activity as people are starting to think about how to use two sided markets as a means to support pricing and to bring their clients into the decision making around pricing. And it's been a really interesting and I would say very encouraging start to that initiative.
Operator:
Thank you. [Operator Instructions]. Our next question comes from Kyle Voigt with KBW. Your line is now open.
Kyle Voigt:
Hi, good morning. Thanks for taking my question. Adena, you've done a good job of getting to kind of shift earnings mix of the company and building out this analytics business, divesting some of the non-core slower growth assets. Just when you're looking at the collection of assets at Nasdaq today, do you still think there's opportunity to accelerate the strategic pivot further through divesting additional assets? Or was that something that's already been reviewed and executed upon when you first announced that pivot two years ago?
Adena Friedman:
Sure, well, we actually do a review every year now just to understand the overall composition of our business, where we're continuing to make the right investments in these businesses, what maybe non-core going forward, which may have been core in the past. And so I would just say that it is a continuous process today. We don't have anything specific to discuss here. But I think that you should assume that we're always understanding and evaluating how we’re developing the businesses and how we can make sure we're providing the right value to our clients. And if we don't feel like we can provide the right value to our clients, then we should look at how we -- whether or not we should continue to own that business and I think BWise is actually a good example of that. So we made that decision and we executed that here in this year because of the fact that, it's a great product and it's a great service to our clients, but the space was changing. It's a pretty small asset in the enterprise risk management space in a space that was consolidating. So we either needed to really kind of decide to lean in and invest more in the business and potentially make other further acquisitions there, or find a new home for where they could have it as part of a roll-up strategy and provide better, better ongoing service to the clients. And we made the latter decision because just we decided it was not core to who we are, wasn't core to our corporate relationships. And we wanted to make sure that we were prioritizing our investment in areas that we see more growth prospects for us, notably the Nasdaq Financial Framework, Market Tech, and our data business. And therefore, that's why we made that decision. So that's the kind of thing we do, but we're not going to do that every quarter, every period but we will consistently look at our portfolio over time.
Kyle Voigt:
Okay, thank you. And then just a clarification question on the retiring of some of those marketplace infrastructure offering. Could you just provide some more details as to how that works operationally, with your market tech clients that may be utilizing that technology today, are those clients forced to migrate to the Nasdaq Financial Framework? And then just from a timing standpoint, could you kind of help frame in that market technology business when you'd expect a kind of majority of those market tech clients to be kind of migrated onto Nasdaq Financial Framework in a technology infrastructure?
Adena Friedman:
Sure. So we do not we're not in the business of forcing clients, we really do. We take a very customer friendly approach to this. We do walk in as they have contract renewals and they're thinking about making changes or upgrades to their market, we walk through and talk to them about what their choices are. And we then allow them to make their own decisions. And we give them a range of choices. So they can understand that they could stay on certain platforms for a period of time, there may be some periods well into the future where we really do start to try to be, I would say more prescriptive but right now what we're saying is, there's a huge opportunity for you to enhance your capabilities to provide better data management inside your organization to get potentially over time to a lighter footprint, as your markets continue to evolve and to future proof your market. And on the back of that, we have found that I think 50% of new sales to has been onto the Nasdaq financial framework, but not all of them. And so we're still evolving our capabilities. And with that evolution, we think that we'll be able to increase that number over time. But this is something that you should assume happens in slow motion. And we said that from the very beginning, it will take many years for us to work with our clients to move them more towards the unified solution, and we will be patient around it, so that we manage our client relations along the way.
Operator:
Thank you. And our next question comes from Alex Kramm with UBS. Your line is now open.
Alex Kramm:
Hey, I think my follow-up just got answered. But just very quickly on a separate topic, then can you just very briefly talk about the relationship with PJT in the secondary, I guess for the equity stake market, you mentioned briefly, but maybe just run through the revenue model and how we should be thinking about the TAM, I think this is probably a very long-term opportunity. But just how you’re thinking about it financially?
Adena Friedman:
Sure. So yes, we are actually really excited about that partnership. And it does provide a true near-term revenue opportunity for the Nasdaq private market based on the partnership agreement we signed. So, it will allow PJT is today the largest provider of what we call GP lead secondary. So when a general partner decides to manage a secondary transaction, one of their funds, they tend to use brokers to help facilitate that and PJT or Park Hill is the largest among these GP sponsored brokers. And so we are working with them, they're finding that they are actually hitting a wall in terms of their ability to facilitate these deals just based on the manual processes involved and the length of time it takes to facilitate the secondaries. And so they see us as actually an enabler for them to be able to handle more volume, more capabilities. And when we look at how many GP led sponsored secondaries that occurred in private equity last year, I think it was in the range of $40 billion. Yes, so it's probably in the range of $30 billion to $40 billion changed hands in the context of GP sponsored secondaries. The overall secondaries market last year in private equity was $80 billion so that includes those LP led and GP led secondaries. And I think that, so we definitely see this is actually as a large total market opportunity for us. We are already working with them on an initial program. We've been working very closely to integrate our technology with them. And so we do think that we will be able to provide some immediate benefit to them and to their clients in 2020. So very excited about it.
Alex Kramm:
Okay. And then actually, my original follow-up very briefly, I apologize if you mentioned it. But in terms of the transition to NFF, it sounds like some of your existing clients are definitely doing the transition. How -- do you have any numbers? Maybe you’ve mentioned this, like how many of your clients have not transitioned? And maybe what kind of economics, you've been picking up both on the revenue and on the margin side, if they have transitioned I know it's probably a small sample so far, but any color would be great. Sorry if you answered this already.
Adena Friedman:
Yes, we haven't provided any disclosures on differences in margins and revenues yet, I think that that's something we will take back and think about. I think that in terms of overall client migrations among our existing clients, it's still a pretty small number, but actually, it's been really interesting. So some of our larger clients are moving towards that platform, so they might take it for instance the Australian Stock Exchange is looking at deploying components of the Nasdaq Financial Framework into the next-gen trading system. And so some of our larger clients are understanding where the benefits come from. We have several new clients that have signed up for us to provide clearing services in the context of that, we are actually building out and deploying our next-gen clearing solution on to NFF and then delivering it to them. So that but that is something we're in the process of building and deploying, so that won't be, these are longer-term projects. And they take -- generally take 18 months to two years to complete. So we have some significant size clients moving on to the platform, and then the new clients, so certainly the new bedding client, we mentioned last quarter, as well as the client we mentioned in Southeast Asia. They're just natively going on to the Nasdaq Financial Framework as new customers. So we don't -- we have not yet provided like stats and details and we'll take that back as a feedback from you.
Operator:
Thank you. And our last question comes from Dan Fannon with Jefferies. Your line is now open.
Dan Fannon:
Thanks. Mike, just a question on expenses, R&D expenses continue to track lower this year. Can you talk about what initiatives that are coming in lower than expected? And then I apologize if you gave this, but have you given kind of the initial framework to think about 2020 expenses, and what how we should think about growth into next year?
Michael Ptasznik:
Sure. So on the initiatives, we continue to invest in all the initiatives that we have on the programs, I think, going back to my earlier remarks, some of that is really just a matter of hiring and bringing in the bodies in order to build out those initiatives is taking a little bit longer than we originally had anticipated, which is what's causing the reductions and there's not one specific initiative and where there's been a cut back on. I would say, if anything, we're very excited about the opportunities there and there's more initiatives that are coming in the door. We look to want to continue to invest within that what we call our Nasdaq next R&D bucket. And so it’s premature for us to be giving any sort of forward guidance for next year at this point in time. Again we've been around that 3% mark and of our total revenue, and we will continue to look at how much R&D, we want to continue to invest in the business. It is an important driver of our long-term growth, we believe and as I said, we're excited about a number of the different initiatives that we have across the organization. But we'll be providing much more color in our next quarter’s results. So stay tuned.
Operator:
Thank you. Ladies and gentlemen, this concludes our question-and-answer session. I would now like to turn the call back over to Adena Friedman for any closing remarks.
Adena Friedman:
Thank you. Well, in closing, we are very encouraged by our third quarter results and how it underscores our ability to execute on our new strategic direction. We will remain focused on delivering results against our 2019 priorities as we finish out the year. So thank you very much for your time today.
Operator:
Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect.
Operator:
Good day, ladies and gentlemen, and welcome to the Nasdaq Second Quarter 2019 Results Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session, and instructions will follow at that time. [Operator Instructions]. As a reminder, this conference call is being recorded. I would now like to introduce your host for today's conference, Mr. Ed Ditmire, Vice President of Investor Relations. Sir, you may begin.
Ed Ditmire:
Good morning, everyone, and thank you for joining us today to discuss Nasdaq's second quarter 2019 financial results. On the line are
Adena Friedman:
Thank you, Ed. Good morning everyone and thank you for joining us. My remarks today will focus on the following areas. First, we will review the company's second quarter 2019 results; second, we will review the segment level trends and update you on our important initiatives and recent acquisitions; and lastly, I will review some organizational changes and touch upon an early initiatives related to total markets, our comprehensive market structure blueprint before turning it over to Michael to review the financials. Turning to our results, I'm pleased to report Nasdaq's solid financial performance for the second quarter of 2019. We delivered net revenues of $623 million including 4% organic revenue growth. After taking into consideration the net impact of the divestitures and recent acquisitions as well as an unfavorable change in the FX rates, our total net revenue grew 1% for the quarter. Our achievements in the period were driven by 10% overall revenue increase in the non-trading segments with 8% organic growth driven by our Market Technology, Index, and Investment Data & Analytics businesses. Our foundational marketplace businesses, Market Services and Corporate Services delivered a steady quarter in aggregate as we maintained a strong competitive position in our largest U.S. and European market and the forward businesses delivered moderate organic growth. Notably in both the second quarter of 2019, and in the first six months of 2019, the organic revenue growth rate in our non-trading segments remains consistent with our longer term expectations of 5% to 7%. Turning to the segment specific highlights from the second quarter, our Market Technology segment delivered strong growth in the second quarter with net revenue of $79 million, a 20% increase in the same period in 2018 including both organic expansion and the impact of the Cinnober acquisition. Results reflected an increase in both the size and the number of software delivery projects as well as continued strong growth in our SaaS surveillance solution. New order intake during the quarter was $46 million including new customers like Caja de Valores Argentina's Central Securities Depository as well as signing significant new enterprise contracts with the Tier 1 Investment Bank for Trade surveillance. Along with continued momentum in these more established areas serving the market infrastructure, operators, and sell-side surveillance clients where we lead, we also saw important progress in some of our newer products and client verticals. Earlier this week, we announced a partnership with Football Index, a UK based sports marketplace to deploy our cloud-based matching engine, an exciting milestone for our markets everywhere strategy. Additionally after the quarter closed, we signed a fourth U.S. broker dealer to implement our trading platform as a hosted solution. This quarter, we began disclosing a new metric for market technology, Annualized Recurring Revenue or ARR intended to help the investing community better understand the growth of the recurring software support, licensing, and SaaS to subscription revenues which make up the majority of the market tech revenue. In the second quarter of 2019, Market Technologies ARR rose 16% compared to the prior year. Our Information Services segment delivered growth across all of its businesses with revenue of $194 million, up $19 million or 11% from the same period in 2018. Market data growth reflected higher U.S. case revenues due to equity market share gains and also benefited from partnership wins with Microsoft, Yahoo Finance, and Robinhood announced during the quarter. With Microsoft, they now rely on Nasdaq last sale to provide real time market data across all of their online platforms as well as embedded within Excel making our real time equity -- U.S. equity market pricing available to millions of users worldwide. Yahoo Finance launched a new premium offering with access to original and in-depth market information such as a supply chain data set from our alternative data platform to help MainStreet better identify investment opportunities. And with Robinhood their focus is to increase informed investing across their client base with more in-depth data and they now offer Nasdaq's full depth of books data to all Robinhood Gold clients. All of these positive developments in the distribution of our market data and the new unique data sets are making the U.S. markets more accessible to millions of MainStreet investors in the United States and worldwide. We're very proud of the partnership approach we take with our media and online broker clients. Revenue in our Index business set a new quarterly record driven by licensing revenues from our futures trading linked to the Nasdaq 100 Index and EPP AUM the latter of which increased 9% year-over-year to $203 billion as of the end of the second quarter while our Investment Data & Analytics business continues to deliver against this double-digit organic revenue growth expectation. Moving to our foundational businesses, our Market Services segment delivered $227 million in revenue in the quarter, a moderate decline of 4% from the same period in 2018. In our U.S. equities and options markets as well as our European equities and equity derivatives markets, we continue to maintain a strong competitive position in share and capture. Our U.S. and Nordic equity marketplaces each delivered quarterly market share figures that were near the top of the recent multi-year highs, while pricing trends remain within our typical quarterly variation. Our U.S. equity options are complex due to stable share and pricing and continues our established leadership in multi-listed contracts. While we are pleased with the competitive position of our larger equity and equity derivatives marketplaces, we continue to have more to do with our fixed products to get them to be where we want them to be. We saw revenue declines in both of our larger fixed revenue contributors which are our Nasdaq U.S. Fixed Income Treasuries platform and our Nordics commodities platform. While each market and their respective ecosystems is relatively distinct and face their own set of specific challenges, our focus and our efforts to address them share some common themes. In both, we have more closely engaged with our clients about ways to enhance the product offerings to better meet their needs and we are exploring with them the most promising avenues to bring additional participants and to deepen liquidity. We are committed to keeping you updated appropriately as we work to stabilize and ultimately return these businesses to growth. Turning to our Corporate Services segment, our listings franchise remains the leader for IPOs with a win rate of 80% year-to-date buoyed by strong demand from BC backed private companies from a diverse range of industries including technology, healthcare, and consumer. This strong pace is reflective of the powerful value proposition that we offer our listed clients as we constantly enhance our listing services. Specifically in the second quarter, we continue to lead the U.S. market for IPOs with a 75% win rate extending our IPO leadership to 22 consecutive quarters and helping companies raise a combined $11.4 billion in total proceeds. Of the 81 new listings that we welcome to the Nasdaq stock market during the quarter, 60 were IPOs led by Tradeweb Markets, Zoom Video Communications, Change Healthcare, Beyond Meat, and CrowdStrike. Meanwhile, our Nordic and Baltic exchanges added 19 new listings for the quarter and our total Nordic listed issue account rose 2% from the prior year. We continue to see a robust new issue environment as we progress through 2019. Additionally, during the first half of 2019 the Nasdaq private market facilitated 35 private companies sponsored secondary transactions, a new record high for the period, with total transaction value of $2.3 billion. And lastly, regarding Corporate Services and in line with our renewed strategic focus on the products and services most critical to the C-Suite and to the board to public and private companies we continue to work to unlock more potential from our IR Intelligence and Governance Solutions businesses. We have added more research and insights for our users via the launch of the Nasdaq Center for Corporate Governance. While in IR, we're seeing increased demand resulting from our ESG admitted two specific products including our recently announced Connect IR Tool that helps corporate customers engage more effectively with the buy-side. In summary, the collective organic revenue growth across our non-trading segments continues to serve as a positive data point that when we create sustainable value for our clients, we can continue to drive accelerated growth for the company and its shareholders. Let me now highlight the focus areas of our new organic business investment and provide a brief update on recent acquisitions. With our renewed strategic direction as our guide, we have been consistently focused on expanding our services to our core clients by leveraging the rapid technological changes that are bringing new potential benefits to the industry. After all, our mission is to reimagine markets to realize the potential of tomorrow. In that regard, we continue to make targeted investments and strong long-term organic opportunities including the Nasdaq financial framework buildout and deployment, the expansion of our market infrastructure technology into our sell-side clients, our buy-side smart surveillance solution, the Nasdaq private market, and new alternative investment data products. Our goal with these investments is to advance our leadership position in the evolving capital markets as a trusted technology and analytics partner as our clients seek new ways to manage their liquidity and make ever smarter trading and investment decisions. We're also seeing encouraging progress in early results from our acquisitions of eVestment, Quandl, and Cinnober. eVestment has continued to delivering on the double-digit organic revenue growth opportunity we envisioned when we acquired them in late 2017 through both expanded use from existing clients in particularly United States as well as seeing continuous progress in international adoption of the platform. Quandl has now been fully integrated with Nasdaq's organic alternative data initiative, the analytics hub, and both and eVestment have begun to benefit from sales opportunities open through other Nasdaq relationships. Yahoo's agreement to deliver analytics for its premium offering is one such example. With the Cinnober acquisition, we've brought together our business and technology teams into common locations and we're working well together to win new client mandates and to begin the technology integration. I'd like to talk now about some changes in the management team and structure. In June, Tom Wittman who has led our Market Services division for the past three years announced his decision to retire. Over the course of his remarkable career, Tom has made considerable contributions that have benefited both Nasdaq and the industry as a whole. Tom joined Nasdaq through our acquisition of the Philadelphia Stock Exchange in 2008. I speak for everyone at Nasdaq. When I say that we view Tom's leadership as instrumental in building the U.S.'s leading equities options complex at Nasdaq, enhancing the effectiveness of our U.S. equities markets, helping us expand into Canadian equities and meticulously integrating both TSX Canada and the International Securities Exchange. His stewardship and track record in the options and equities markets are known throughout the industry. Tom will continue to oversee our U.S. Treasuries business as well as have a more broadly contribute as an executive advisor until the end of the year. We extend our sincere gratitude for his numerous contributions to our success. We also announced a new management structure for Market Services with distinct responsibilities for each of the North American and the European marketplaces. Specifically, Bjorn Sibbern has been appointed Executive Vice President of European Market Services where he'll be responsible for all of our European marketplaces as well as associated market data and connectivity. And Tal Cohen has been elevated to Executive Vice President of North American Market Services and will be responsible for driving the strategy and success of our trading businesses across all of equities, equity option, commodities, and trade management services in the U.S. and Canada and will add U.S. Treasuries to his responsibilities at the start of 2020. This is an exciting evolution for how we manage Nasdaq's marketplace core and I'm excited to have Bjorn and Tal in place to drive these foundational markets forward. To round out our management changes, in June, we were thrilled to welcome Lauren Dillard to the executive team as Executive Vice President of Global Information Services. We're especially excited about how she will leverage her extensive experience on the buy-side coming from the Carlyle Group as we continue our strategy of delivering an expanded set of solutions to the investment and management industry during a period of profound change. Before I conclude, I want to spend a moment on a new regulatory initiative. At Nasdaq we strongly believe that we differentiate ourselves by our expertise and ideas on market structure and other public policy issues. Our total markets blueprint which we launched during the second quarter outlines the steps regulators and exchanges together with the broader investing community should take to modernize market structure. As a very first step of the total markets initiative, this quarter we announced a detailed proposal to reform the professional and non-professional data user definition. We're starting with public outreach including an appeal for public comment. Our top priority with this proposal is to ensure that individuals investing their hard earned money for long-term wealth creation are not paying data fees that are meant for market professionals. Taken together, our total markets and revitalized campaigns provide a comprehensive framework of reform that will improve the market experience for investors, corporate, and critical market intermediaries. Many of the priorities that we have set for the U.S. markets have been embraced by the legislative and regulatory communities as we remain focused on ensuring our markets continue to drive economic growth, job creation, and wealth creation for all. As I wrap up, I will summarize by saying that second quarter results served as further evidence and encouragement that we can deliver for both clients and shareholders are still early but now well-established strategic direction. We want to continue to executing on our key priorities and are focused on building our momentum going into the second half of the year. I look forward to keeping you updated in the coming months and quarters. And with that, I will turn it over to Michael to review the second quarter financial details.
Michael Ptasznik:
Thank you, Adena. Good morning everyone. My commentary will primarily focus on our non-GAAP results and all comparisons will be for the prior year period unless otherwise noted. Reconciliations of U.S. GAAP to non-GAAP results can be found in the attachments to our press release and in the presentation that's available on our website at ir.nasdaq.com. I will start by reviewing second quarter revenue performance as shown on Page 3 of the presentation and organic revenue growth on Pages 4 and 14. The $8 million increase in reported net revenue of $623 million was a net result of organic growth of $24 million or 4% including 8% organic growth in the non-trading segments and an $11 million positive impact from the inclusion of revenues from the acquisitions of Cinnober and Quandl. This is partially offset by $70 million negative impact from the April 2018 divestiture of the public relations solutions and media -- digital media services businesses and the divestiture of BWise in March of 2019 and a $10 billion unfavorable impact from the changes in foreign exchange rates. I will now review quarterly highlights within each of our reporting segments. I'll start with Information Services which as reflected on Page 5 and 14 saw a $19 million or 11% increase in revenue. This was driven by $19 million or 11% organic growth, $7 million of which was the result of investments purchase price adjustment on deferred revenues in Q2 2018. Excluding this adjustment, organic growth would have been $12 million or 7% primarily due to continued organic development of Investment Data & Analytics as well as Index revenues. The operating margin was down one point year-over-year at 63% due to certain product and operational investments that we've made to support future growth. Market Technology revenue as shown on Pages 6 and 14 increased $13 million or 20% including organic growth of $6 million or 9%. Organic growth during the period reflects an increase in the size and number of software delivery projects as well as continued strength in our SaaS Surveillance Solutions. As Adena mentioned, we introduced a new market technology metric called ARR which is total annualized revenue of active software supported SaaS subscription contracts representing the vast majority of segment revenues. Please see Slide 19 of the presentation for historical ARR figures. In the second quarter, the operating margin for Market Technology was 10% versus 14% in the year-ago quarter. However if you look past some of the quarter-to-quarter variation in this business in the first six months of 2019, operating margin for Market Technology was 10% versus 9% in the first half of 2018. As we have communicated in prior quarterly calls, investment spend in the Market Technology segment remains elevated in 2019 as we continue to invest in a number of growth initiatives including most notably our multi-year implementation of the Nasdaq Financial Framework. We do continue to expect margin expansion in 2020 and beyond as we progress the NFF deployment and customer adoption of the more scalable service model as well as benefit from the scale and synergies of a more fully integrated Cinnober. Turning to Corporate Services on Pages 7 and 14, revenues increased $3 million or 3%, organic revenue growth was $5 million or 4% increase with contribution from both the Listing Services and Corporate Solutions businesses. Listing Services organic revenue growth was primarily due to an increase in the number of listed companies partially offset by the runoff of previously deferred revenue recognized from LAS or listing of additional share fees. Corporate Services organic growth was primarily due to an increase in revenues from Governance Solutions. The operating margin improved to 36% versus 28% in the prior year period. Market Services net revenues on Pages 8 and 14 saw a $10 million or 4% decrease. Organic revenues declined $6 million or 3% and we experienced the negative impact from unfavorable changes in foreign exchange of $4 million. Our larger U.S. and European cash equities and equity options businesses are relatively stable year-on-year organic trends, while our smaller fixed franchises that Adena mentioned earlier saw organic declines in the period. The operating margin in Market Services was resilient in the period; it declined only one point to 56% compared to the prior year period despite the year-over-year revenue contraction. Turning to Pages 9 and 14 to review expenses. Non-GAAP operating expenses decreased $3 million to $322 million. The change reflects a $7 million or 2% organic increase more than offset by an $8 million favorable impact from changes in foreign exchange rates and a $2 million decrease from the net impact of acquisitions and divestitures. Turning to Slide 10, we're updating our 2019 non-GAAP operating expense guidance range from $1.295 billion to $1.32 billion. Embedded in the updated 2019 expense guidance is a moderate pickup in expenses in the second half of 2019. While last quarter we suggested quarterly expenses would likely see a sequential step-up beginning in the second quarter, the combination of FX impacts, earlier realization of acquisition synergies, and timing of recognition of certain expenses temporarily offset the expected increase and resulted in second quarter expenses coming in line with the first quarter. As exhibited by the midpoint of our revised expense guidance range, we now expect to see a sequential pickup in each of the remaining two quarters of 2019 expanding on several products and operational initiatives ramp-up as well as certain other factors. I would also note that while historically expenses typically exhibited seasonal lows in the third quarter of each year due in part to non U.S. vacation accruals, we've now changed our accounting methodology around these accruals to eliminate seasonality in our vacation expense recognition timing. Moving to operating profit and margin, non-GAAP operating income increased $11 million in the second quarter of 2019; a 4% increase from the second quarter of 2018 and the non-GAAP operating margin was 48%, up one percentage point from the prior year period. Net interest expense was $28 million in the second quarter of 2019, a decrease of $7 million versus the prior year period due to lower debt balances and refinancing the 5.55% $600 million U.S. denominated bond with a new 1.75% €600 million bonds. The non-GAAP effective tax rate for the second quarter 2019 was 26% and for 2019 the non-GAAP tax rate is expected to be between 26% and 27%. Non-GAAP net income attributable to Nasdaq for the second quarter of 2019 was $203 million or $1.22 per diluted share compared to $194 million or $1.16 per diluted share in the prior year period representing a 5% increase. Turning to capital on Slide 11, debt decreased by $78 million versus Q1 2019 primarily due to paying down commercial paper, net issuances, and payment on debt obligations partially offset by an increase in Eurobond book values caused by changes in FX rates. Our total debt-to-EBITDA ratio ended the period at 2.7 times down from 2.8 times in the first quarter of 2019 fulfilling our capital plans objectives to delever to the mid two times leverage ratio by mid 2019. During the second quarter of 2019, the company returned $50 million to shareholders through a share repurchase program and paid a dividend in the aggregate amount of $77 million. In the first six months of 2019, we returned $200 million to shareholders through dividends and our share repurchase program. And with that, I'll turn back to the operator for the Q&A.
Operator:
Thank you. [Operator Instructions]. Our first question comes from Richard Repetto with Sandler O'Neill. Your line is now open.
Richard Repetto:
Yes, hi Adena, hi Michael. I guess first one quick thing just wanted to shout out to Tom Wittman. You forgot to mention Adena besides being a skilled practitioner, market practitioner he was a straight shooter as well. So we'll miss Tom.
Adena Friedman:
And he is here, so he got to listen to that, so I will pass to him, thank you.
Tom Wittman:
Thank you.
Richard Repetto:
I'm sure he has a smile on his face.
Adena Friedman:
He does.
Richard Repetto:
Anyway, so first question on this ARR the new metric for Market Technology. So if it's $247 million and it covers the vast majority, I think you said the vast majority of the revenue then like the $240 million, if you look at most estimates though the $320 million expectations for this year and higher than that for next year. So what's the gap between the $247 million recurring revenue ARR and sort of whatever $320 million to $350 million estimates annualized for the next couple of years?
Michael Ptasznik:
Yes, so the 70% -- it represents about 78% of the Market Technology revenues in the second quarter. The differences will be things like change requests and implementation or delivery of new build-outs. So really what this is it becomes the service revenue, the maintenance fees, and also the SaaS revenue that received from the smart business is another example.
Adena Friedman:
In our ongoing licensees.
Michael Ptasznik:
In the ongoing licensees, yes.
Adena Friedman:
So in a build period, Rich, we have certain delivery fees that we charge but that also of course have cost associated with it. So those fees are not -- those fees are not included. And then the change request fees which are kind of shorter-term changes that we make to the software to support our clients. Those are not -- those are not included but 78% of -- as you said --
Michael Ptasznik:
Vast majority, yes.
Adena Friedman:
We would say vast majority, yes.
Richard Repetto:
Okay, that helps. Thank you. And my follow-up, semi related. It's a regulatory question and we appreciate, I think the market appreciates the total Markets Initiative. But I was just trying to see if you can give us like at least your status update, now looks like things are quiet and we're given a lot of attention to U.S. equities but it look like Chairman Clayton offered a pretty balanced statement in regards to sort of the fee guidance that the trading and markets division and it seems like the access fee pilot and the -- sort of the litigation things have everything on pause. Has there been any movement or would you say that the relationship say with the SEC in the trading and market side is been more open recently or how would you characterize the status, I guess?
Adena Friedman:
Sure. I think overall, I think it is important to recognize that I think we've said this before that we have a very good and comprehensive relationship with the SEC. We submit 100s of rule filings every year to them and they approve 100s of rule filings every year. And we work with almost every division within the SEC on a regular basis. I think that we do however as we all know have certain areas of debate with the SEC around market structure. And I would say, Rich, that there has been a lot of dialogue with the SEC both at the commissioner level and at the staff level and we have been expressing our views and also making sure that they have data to support our views. They have been asking a lot of really good questions. I think that the total market roadmap or blueprint does help frame out some of the larger market structure issues that we are hopeful that the SEC will start to tackle. And it also I think put some of the initiatives that they've been seeking to do into a broader context. And then we've also been engaging very extensively with our customers and with the industry in general to understand their point of view around some of the key elements of market structure that we outlined in total market. So the dialogue has definitely picked up. I think that there has been much more of a back and forth in terms of really trying to understand each other. But at the same time, we will continue to manage these debates as we see fit in terms of making sure that the markets are as accessible and successful as possible for investors and that's our number one goal.
Operator:
Thank you. And our next question comes from Michael Carrier with Bank of America. Your line is now open.
Michael Carrier:
You guys have made good progress in certain areas like the Market Tech, the Index and Analytics, there's obviously some areas that you guys mentioned like fixed income that's been a bit more challenging. I guess just looking at the $85 million to $95 million in the R&D spend, can you maybe provide like an update on what's in there maybe some of the details which ones you've seen some revenue traction associated with the initiatives which ones are still at losses. Maybe like an average time of the initiatives that have been in place, just kind of an update on some of the new things that are taking place?
Adena Friedman:
Sure, yes. So it is a combination of things and I kind of rattled them off quickly in my script. So you've got the investment we're making in the Nasdaq financial framework included in there that's both -- that's at least the amounts as expense. And then the other that you have in there is Nasdaq private market, as we mentioned we're continuing to see a pickup in activity there and we have new initiatives to go into the private equity space, private equity funds. And so we continue to see very, very big opportunity in the Nasdaq private markets and good growth in that business. But that does continue to be an investment area for us. And then additionally the banks and brokers strategy that we have with applying some of our market technology beyond surveillance but applying trading technology, post rate technology into the banks and brokers, we now just signed our fourth client to provide them a host of trading solutions, so that's picking up steam but that area of investment is also in there. The fourth sorry the fourth area is in the buy-side surveillance. So that one is in very early days. We did do a very small acquisition to supplement that and that also was included in the ongoing costs now in that area and we definitely see very good momentum but it is a very small -- kind of a small and upstart type of model of upstarting with essentially four clients and moving into a much bigger space and we have good sales in that area to continue to develop. And then another area is Quandl and the whole analytics hub integration, the alternative data space that is also early days as we have said that in terms of really frankly understanding the overall demand for alternative data, continuing to find new supply and then finding demand for that data across the industry. The Yahoo Finance implementation of some of the supply chain data does come out of Quandl and we have continued growth in some of the other data streams that they've created. So we feel good about the growth but in all of those areas remain investment areas as they graduate, they graduate out of that program once they become kind of self-sufficient at least break-even to profitable endeavors. And so that's why we will always give you that R&D number, so that you kind of know which areas are our major areas of investment for us.
Operator:
Thank you. And our next question comes from Ken Worthington with JPMorgan. Your line is now open.
Ken Worthington:
Hi good morning. Proceeding the receipt approval for non-transparent ETF Fidelity and T. Rowe have refiled their offerings for active funds. Can you talk about how you feel you're positioned versus Arca and Bats to sort of win listings in trading of new ETFs as they're launched? And are you taking any special steps to cater to these firms that are listing these new products?
Adena Friedman:
Sure, no problem. So we actually have -- we have been a leader from the very beginning as these new what I would call actively managed ETFs are being formed. We partnered with a firm several years ago to develop a program to support these non-transparent ETFs. And so we do understand them well, we understand that they do require some specific market maker support and we do believe our market is well-positioned to lift those types of ETF. We continue to have very good growth overall in our ETF listings and we're very proud of the fact that we have well over 300 ETFs, I think it's at least probably in the high 300s listed on Nasdaq today. And so we do feel Ken that we're really well-positioned competitively to be able to bring those types of ETFs to Nasdaq.
Ken Worthington:
Okay. And are you doing anything special on the non-transparent side versus the transparent side.
Adena Friedman:
As I mentioned several years ago, we actually worked with a firm that was developing a new construct for non-transparent ETFs and we did work with them specifically to build-out a market maker sponsorship program to support them, so yes.
Operator:
Thank you. And our next question comes from Ben Herbert with Citi. Your line is now open.
Ben Herbert:
Hey good morning. Thanks for taking the question. Just wanted to get additional thoughts on the pipeline into the sell-side on Market Tech, you mentioned I think the surveillance win this last quarter and the recent fourth broker dealer. But just how is that pipeline shaping up and kind of where you feel penetration is at this point? Thanks.
Adena Friedman:
Sure. So well the first thing to mention is that in our surveillance business that's -- we've done I think a great job of working with broker/dealers to expand that product to be able to support all asset classes as well as both exchanges OCX and OTC, and so that's been a great area of expansion for us as we've gone from firm to firm to take them from maybe -- maybe they only use that for equities and then they move to fixed income and then they move to commodities et cetera. We also have global penetration in that -- in that business and we have a global sales force that supports it. So we continue to see very strong demand characteristics. But we have over 150 clients who use that service today. In terms of the matching technology, post stream technology that we're at the very beginning of that strategy and that's why that that effort fits within our R&D initiatives because we've built out sales organization and we've continued to adapt our technology as well as kind of doing it on a hosted basis. So we -- in some instances, we also bring in market surveillance expertise to support them. And so we continue to make sure that we have a good pipeline of opportunity there. As I've mentioned on the last call, it does take time to get some of these contracts signed. The banks definitely go through very thorough contracting process as you probably know but we are very, very excited about the level of opportunity and demand that we see. It's just a matter of making sure we systematically get our clients from interest to signing a contract. And as I mentioned we do have a fourth client that just signed up.
Ben Herbert:
Great, thanks. And then maybe just one quick follow-up would be on Slide 19, we can see the dollar amount on the ARR but would you be able to provide maybe last four quarters of the growth rate?
Adena Friedman:
Sure. I think that we know that year-over-year, it was at a growth rate of year-over-year, second quarter our growth rate of 16%. But we're happy to make sure we provide you more information on the growth rate.
Operator:
Thank you. And our next question comes from Alex Kramm with UBS. Your line is now open.
Alex Kramm:
Hey good morning everyone. Just actually following-up on this ARR number for a second. You just mentioned the 16% again but I think that's not on organic number, so maybe you can give me an organic number if you have it handy? And then related to that, if you look at the year-over-year and maybe just splitting hairs a little bit but the percentage of recurring is actually down year-over-year which doesn't seem consistent with the story, you want to be telling in terms of more SaaS based growth. So maybe you could just flush it out, a little bit I know the numbers are small but if you think about it over time, do you think this recurring percentage is going to be approaching 90, 95 or is this kind of the range it's going to be in?
Michael Ptasznik:
So I think the number is going to fluctuate and it's going to depend on the types of installations that we have in any specific quarter, the change requests et cetera. So there you will see fluctuations. Over longer period of time as we continue to build that more of a SaaS platform and a platform as a service with NFF, the intention of the idea would be that more of the business would continue to become part of the annualized recurring revenue base. So over a longer period, you will see that, you won't necessarily see that next quarter or the quarter thereafter, it depends on the specific fluctuations of those individual quarters. With respect to the organic growth rate, we're not going to break out the organic growth rate. The focus of this measure really is to try and provide some information that we've been -- that people have asked us with respect to what is that recurring revenue base of the business going forward and to say and what percentage of the business is reflective of recurring revenue as opposed to these more one-offs or change request type revenue. So I think this is the new measure for us that we've been, we just launched today, we'll continue to take a look at it. We think it sends some good positive information because it does talk about the fact that the recurring revenue in the business does continue to grow and as our model continues to change more towards a platform as a service or a SaaS type model. And the fact that it doesn't represent as we've mentioned earlier 78% or 80% of the revenue is, I think the key metrics that we want to focus on for now.
Alex Kramm:
Okay, fair enough. Thank you. And then secondly obviously a few weeks ago a decline Deutsche Bank announced some restructuring. So just wondering how you view that as a as a service provider, I think historically you have said on the market data side that banks are actually the largest payer of market data and related services. Also you struck a deal with them; I think it was on March on some outsourcing of some trading solutions. So maybe a little bit too specific. But just wondering how you view that as clearly not a good sign for the industry as a service provider for yourself?
Adena Friedman:
Sure. Well I do think that the first thing I would say is it's pretty early days in understanding the impact that the changes in Deutsche Bank is going to have in general within the U.S. In terms of the way that they trade, they tend to trade on behalf of customers, so that trading will either be transferred to another firm, if there is ultimately an acquisition of the business from Deutsche Bank or probably move over to other clients, I mean other service providers. I think in terms of some of the recurring revenues or kind of the other parts of our business, we're still working actually pretty closely with Deutsche Bank to understand, how they're going to continue to take certain services, how they might transition their services to other service providers. And so it's very early days for us but we are working very closely with them to understand the overall impact. I also would say we have as you know hundreds of clients that we serve with our trading, thousands of clients we serve with our data and connectivity services. So we don't feel this is going to have an outsized impact. It's just something that we're managing through.
Operator:
Thank you. And our next question comes from Dan Fannon with Jefferies. Your line is now open.
Dan Fannon:
Thanks. Good morning. I know you talked about the multi-year change in the Tech margin or the Market Tech margin. I guess given you do have an acquisition and maybe some synergies coming out, can you talk maybe near-term about if we've seen the bottom and we should kind of be building from here or any kind of path towards we no longer term higher. But I guess any kind of roadblocks or any kind of milestones as we think about more in the intermediate time period?
Adena Friedman:
Well I think that we are trying to give you some view into our overall long-term view of the business. And I think we also are trying to give you a little bit more transparency into some of the drivers of our business but they are I also as Michael has been saying, we have a period of investment, we want to make sure we're investing in our future. It's not just the investment in the Nasdaq financial framework itself but it's also investing in some new verticals like the new markets like I mentioned with getting into new, new industries with our technology as well as into the broker/dealers as well as into the buy-side for surveillance. So there are investment areas that are ongoing. I also believe that we see very good demand characteristics across the business and we do see scalability in what we're creating. And so over time those things should generate the benefits for shareholders as we've been mentioning. But it is an evolution and it's not something that is going to be a step function from one quarter to the next, it's going to be over time.
Operator:
Thank you. And our next question comes from Alex Blostein with Goldman Sachs. Your line is now open.
Alex Blostein:
Hi, good morning everyone. So thanks for additional disclosure on ARR, another couple of follow-ups here. But I promise they're all related, I guess how should we think about the organic growth going forward. I know you don't want to get into the specifics so it's kind of what's organic versus non-organic but on a forward basis as we think about this call it, 80-ish percent of Market Tech revenues, should we think of that growth being at the upper end of the kind of 8% to 11% target that you set out for the segment overall. And then maybe if you guys could help us understand the underlying customer base of that bucket today by revenue contribution maybe between like buy-side, sell-side and market operator. So kind of like other changes that would be helpful just to provide some more context behind it? Thanks.
Michael Ptasznik:
So I think the way to think about the overall revenue growth, it's -- the overall revenue growth for the businesses in that 8% to 11% target for the three to five year period and that's the way to think about it. And as I said the mix should change over time or more of that will be coming from Annualized Recurring Revenue as we continue to convert the platform over which built into this now with respect to what's driving it relative to the overall mix of the business because it's typically in our market infrastructure operator business or the core exchange and clearinghouses et cetera, that's where we will have more of that change requests or delivery type contracts. We'll see more of those fluctuations which wouldn't be necessarily Annualized Recurring Revenue. So if you look at the overall mix of the business relative to the mix of the ARR revenue, more of that will be coming from our smarts business which is more of -- which is a SaaS business. And so from a relationship standpoint, more of that -- less of that will be coming from the MIOs and more of it will be coming from the SaaS when you compare it to the overall mix of the total business which I think we provided in another slide. Does that help answer the question?
Alex Blostein:
Yes, it does. And just like the contributions by bucket -- or now, what that looks like today buy-side, sell-side exchange operators?
Adena Friedman:
So we are not giving that level of granularity to that figure. I think that we're looking at how we can grow across all of our clients. And so we do see this as kind of a broader metric to help you just understand overall how we are bringing the business forward. But we're not -- we don't provide that level of disclosure.
Michael Ptasznik:
And let's remember the part of this is the change from what we used to have which was that backlog which at one point of time when the business is all about the market infrastructure operators and building out that client base which was these large contracts as we moved the business that backlog was less of a relevant factor and we felt that this is more reflective of the type and nature of the business going forward.
Operator:
Thank you. And our next question comes from Chris Allen with Compass Point. Your line is now open.
Chris Allen:
Good morning everyone. Thanks for taking the question. I was wondering if you can give a little bit more color just on the impact on the change in accounting for vacation accrual just how much that's been historically and just from an R&D perspective, it sounds like the pace of investment has been pretty steady across a couple of things. Is there any specific areas going to be ramping up as we look into the back half of next year or into 2020?
Michael Ptasznik:
So on the first question, the first part of the question I'd say approximately $3 million or so in for Q3 would have been the impact.
Adena Friedman:
And then on the second question, Chris, I say we've been operating under a relatively steady, steady level of investment and we try to make sure we review those investments every six months in a very deep dive and we continue to look at how we're going to essentially ramp up certain areas or moderate certain areas to try to make sure that we stay relatively consistent but we do want to give ourselves the flexibility, if we see a great opportunity to continue to invest and grow certain investments if we need to.
Operator:
Thank you. And our next question comes from Ken Hill with Rosenblatt Securities. Your line is now open.
Ken Hill:
Hey good morning everyone. I wanted to ask about the listing services business, I know during the quarter we saw the MIC make some changes in some of the smaller companies particularly like the biotech stocks where you guys did pretty well. I was hoping you could talk a little bit about the overall environment here in the U.S. and from a competitive standpoint but also how you -- what you're hearing from companies today in the market?
Adena Friedman:
Sure. Well I think that we are extremely pleased that about 97% of all new healthcare companies do list on Nasdaq and that continued, if you look at the first half of the year that number is consistent. I think that as a result we're always, we are very competitive and we are always looking for ways that we can compete better and listings that are maybe traditionally going to the other guys and they are obviously always looking at ways they can compete as well. We do feel like we provide a pretty unique value proposition for healthcare companies in particular because of the Nasdaq biotech index in addition to some very deep, IR intelligence capabilities we have to support that segment. And those types of things in addition to the great marketing and the great market itself are the reasons why we think that we will continue to be the home to the vast, vast majority of healthcare companies. In general the listing environment continues to be very robust as we look at the pipeline of companies that have filed S-1s as well as our success in attracting those pipeline of companies to Nasdaq. And we definitely see a pretty I mean at least it's always subject to market conditions things could change. But at least as of right now, I would say we see a very robust calendar going through the fall.
Ken Hill:
Okay. On a related basis I think yesterday you guys had an announcement out of record first half for Nasdaq private market, so I was hoping I think we are kind of six years in now on that one. So maybe talk a little bit about how you're monetizing those efforts maybe a little bit more and maybe what services you might expect to kind of grow from those companies using Nasdaq private markets going forward?
Adena Friedman:
Great, thank you. So with private market, it has been I would say an evolution not a revolution. And so, it is several years in and we are continuing to see a real evolution of how companies are managing their liquidity in the private markets. So when we first launched, we only today -- we only cover company-sponsored tenders. So the job of NPM is to make sure we partner with the company to understand how they want to manage their liquidity. There is liquidity that occurs outside the confines of a company-sponsored tender and that's not the area that we've historically played in. So when we look at company-sponsored tenders historically they also really, they usually set the price found the investors and then just asked us essentially to facilitate that transfer of ownership and electronic mechanism as opposed to spending a lot of dollars on lawyers and a lot more time trying to get paperwork to be signed and pushed across. So we have electronified that that transfer process. We've electronified the data room, made more information available et cetera. However what we're seeing today is some continued evolution. Number one, we've been launching some auction price discovery events and processes with some of our clients today. So they actually are using the platform to find the right price for that private -- that private company transaction. And that's a new, new phenomenon that we're starting to see pickup in the market. The second is they're starting to use us to help them find investors. And that's also a new phenomenon. And then the third is to understand that companies over time maybe want to have a more, I would say a high integrity way to allow their investors to transact with each other. And that's another opportunity that we're considering. So there are ways that we can evolve that. I think the other area that's also been kind of a long investment and it will have a long tail to it though is the development of liquidity in private equity funds. And we announced our partnership with iCapital a few months ago to allow for broker/dealer distributors of private equity funds to use our platform to facilitate secondary transactions there. And we have also been working with GPs to start to think about using our platform for GP sponsored secondaries as well. So there are some really interesting developments there. But it's long-term play which is why it is in our R&D bucket.
Operator:
Thank you. And our next question comes from Kyle Voigt of KBW. Your line is now open.
Kyle Voigt:
Hi. Good morning maybe that the Oslo deals behind you, just wondering if we have an update on the M&A environment in the public markets we're seeing continued increase in asset valuations within the sector. Just wondering if you're seeing similarly frothy valuations in the private markets. And then, if you can just give us an update on M&A more broadly, do you think there's other scale deals like Oslo out there or is likely the near-term focus going to be on Market Tech and data?
Adena Friedman:
Sure. Yes, so I think we were disappointed that we didn't win the Oslo deal to be honest I think that it was a very logical expansion of our Nordic business. And I think we would have been able to provide enormous amount of benefit to our clients in the Nordics. So for that reason we were disappointed. I think that however it does. There are always opportunities out there. We are very focused on organic growth as a primary driver of growth in our business. And I think you can hear that in all of the conversations we're having. But we do look at ways that we can either catalyze growth in those businesses like a Cinnober deal or expand our capabilities in certain areas where we have strategic focus and that would be something like Quandl or eVestment. And so we will continue to evaluate those types of opportunities. In terms of you said scale opportunities, I think that we just like with Oslo there are always going to be things like that where there might be an opportunity for us to drive scale through a big synergy type deal. But we again are really not -- we're not hunting for those, we're finding those occasionally as we manage through an organic strategy.
Operator:
Thank you. [Operator Instructions]. Our next question comes from Chris Harris with Wells Fargo. Your line is now open.
Chris Harris:
Thanks. So you guys are now at your leverage target. So should we just be assuming now that your debt balances remain flattish from here and related to that, all of a sudden the 3.9% Eurobond seems expensive given where interest rates are in Europe? So are there additional opportunities for you to potentially refinance debt early given how low interest rates are?
Michael Ptasznik:
So we're pleased that we've hit our target that we had set a while ago. And it does show the cash flow that this business can generate and we can leverage up for deals and then within a fairly short period of time, we are able to pay down that leverage. And so our intention is to maintain our investment grade status and continue with the other elements of our capital plan including increasing the dividend as earnings grow over time and using our buybacks primarily to offset in dilution that we have from any of our equity programs. So that's the way we plan on the debt. And the debt will fluctuate depending on the situations that we're looking at with respect to investment opportunities et cetera. But the investment grade status will be sort of the guiding factor that that sets that. With respect to other opportunities, so we are pleased that we are able to take advantage of the lower interest rates. We also have our -- have our commercial paper program which has provided us with some benefits as well. And we'll continue to take a look at our debt going forward. We have -- we feel pretty good about the maturity curve that we have right now in front of us as we get -- as we start to think about our 2021 and the other opportunities we'll assess those in future periods but there's no immediate plans I can talk of or mention right now.
Operator:
Thank you. And our next question comes from Patrick O'Shaughnessy with Raymond James. Your line is now open.
Patrick O'Shaughnessy:
Hey good morning. So fixed income is obviously a really interesting area right now. I think particularly when you look at the PE multiples of trading platforms that specialize in that area, what do you see as obstacles for Nasdaq to turn its fixed income franchise?
Adena Friedman:
So we are looking at that very closely, Patrick. And I think that there are a couple things. We are sitting in a business in the U.S. Treasuries at least that has been subject to a lot of competition over many years. Whereas if you look at some of the other asset classes in fixed income, they're hitting -- they're facing the idea of electronification for the first time or they're starting to see an evolution into electronic, more electronic trading. And there are fewer platforms out there that really serve that function. In the U.S. Treasuries business, it's been a highly competitive highly electronic trading environment for a long time. And so I think that it's really for us it's a matter of how do we make sure that we are evolving our platform to meet the evolving needs of the broker/dealer community because right now we sit as a broker/dealer, dealer-to-dealer platform. And what we're seeing is more the broker/dealers wanting to have more control over how orders get routed or where they get routed as opposed to an anonymous central them in order book. And so we are looking at how we continue to partner with them to find ways to leverage our platform for more. I would say targeted liquidity. And I think that's something that we have to understand what are all the moving pieces around that because there are certain clients who really like to use the Cloud and they want to maintain an egalitarian type of model and there are others that want to have more control over routing. So that's an area that we're really focused on. And I do think that with our new technology platform, we have a lot more flexibility to be able to understand how to meet their evolving needs. I think in the commodities business in the Nordics, we actually capture from a competitive perspective, we capture the business in the Nordics. I think that it has much more to do with the overall macro trends in trading commodity -- in trading Nordic Power frankly weather trends can impact a quarter like they did this quarter. I think there is a predominant thought on this quarter is just that it was a very low volatility quarter because the weather was cool and wet and doesn't carry a lot of fluctuation in the need for power. But I also think that in general, we obviously are working through the aftermath of the clearing issue we had last year and we're working very, very closely with all of our clients to understand how they want to leverage the Nordics commodities business going forward for both trading and clearing needs and how we might be able to branch out into more parts of Europe with our power, our power business going forward. So it is definitely an area of real focus for us, Patrick, but we don't have short-term -- we don't have immediate things that we think will suddenly turn things around. It's a longer term partnership with our clients.
Operator:
Thank you. And ladies and gentlemen, this concludes our question-and-answer session for today's call. I would now like to turn the call back over to Adena Friedman for any further remarks.
Adena Friedman:
Great, thank you. In closing, we are very encouraged by our solid second quarter and how it serves to reinforce that both the logic underlying our strategic pivot and our ability to execute on our new direction are becoming more and more clear. And we do also remain very focused on delivering against our priorities and in particular helping our clients reimagine markets to realize the potential of tomorrow. So thank you very much for your time today and we look forward to continuing the conversation in the coming months. Thank you.
Operator:
Ladies and gentlemen, thank you for participating in today's conference. This concludes today's program and you may all disconnect. Everyone have a wonderful day.
Operator:
Good day, ladies and gentlemen, and welcome to the Nasdaq First Quarter 2019 Results Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session, and instructions will follow at that time. [Operator Instructions] As a reminder, this conference call is being recorded. I would now like to introduce your host for today's conference, Mr. Ed Ditmire, Vice President of Investor Relations. Sir, you may begin.
Ed Ditmire:
Good morning, everyone, and thank you for joining us today to discuss Nasdaq's first quarter 2019 financial results. On the line are
Adena Friedman:
Thank you, Ed. Good morning, everyone, and thank you for joining us. My remarks today will focus on Nasdaq's first quarter 2019 financial results and business performance. I will also reiterate our 2019 execution priorities that we laid out earlier in the year, discuss the progress points we've achieved in advancing the company's strategic positioning, and lastly, discuss Nasdaq's proposed changes to advance the U.S. equity market structure to create a more effective and more inclusive capital market. Turning to our results, I'm pleased to report Nasdaq's solid performance for the first quarter of 2019. Our business achievements, organic revenue growth and strong profitability came amidst a challenging first quarter capital markets backdrop, which saw significantly reduced trading activity during the quarter as well as a late start for new listings, driven by the effect of the U.S. government shutdown related to the SEC's registration processes at the beginning of the year. During last quarterly update in January, we presented the specific areas we'd be focusing our efforts on this year, as we continue to advance our vision and strategy. First, is to enhance our technology presence across the capital markets and beyond, through a diverse client adoption of the Nasdaq financial framework; Second is to drive better client interactions with the capital markets through continued growth and expansion of our trade surveillance, data analytics and integrity solutions across our sell side, buy side and corporate client groups; third is to enhance our leadership position in the core marketplaces in which we operate, as we continue to innovate with new functionality; and lastly, to build meaningfully on our mission driven culture to multiply our opportunities to innovate and grow. Despite certain volume and listings headwinds, the solid results we delivered in the quarter confirm our renewed strategic focus for the long term, as we strengthen the company through investments in technology and analytics, and deliver continued growth in our non-trading segments. Turning to specific highlights from the first quarter, our Market Technology segment delivered exceptional organic growth in the first quarter at 17%, following an increase in the size and number of software delivery projects and continued expansion of our SaaS surveillance franchise. More importantly, as we look forward, the business demonstrated especially strong momentum in terms of new customers, including agreements with The Options Clearing Corporation to replace this legacy clearing system as well as a new deal with Deutsche Bank to operate a U.S. single dealer platform using Nasdaq's Market Technology infrastructure. Total new order intake during the quarter was 54%, up 20% year-over-year. Our Information Services segment saw strong growth across the Index and investment analytics data products, where we see a large secular opportunity, while Market Data which is in a more mature state deliver steady results. Growth in Index was spurred by a strong bounce back in AUM levels for licensed exchange traded products after the fourth quarter's market declines, finishing the period up 13% compared to the prior year, while our Investment Data & Analytics business saw continued double digit organic revenue growth contribution by eVestment. Moving to our foundational businesses let me review Corporate Services first. Despite the slower start for new listing activity, we continue to lead the U.S. market for IPOs, with an 88% win-rate in the first quarter. We welcomed 59 new listings to Nasdaq during the period, including 37 IPOs, led by Lyft, Futu Holdings and New Fortress Energy. We also welcomed Sanofi, a $107 billion market capitalization pharmaceutical company to our market when it switched its exchange listing from the New York Stock Exchange to Nasdaq during the quarter. Meanwhile our Nordic markets continue to attract new companies, welcoming 9 new listings up from the first quarter and our European listed issuer count at the period end was up 3% compared to the prior-year period. Additionally, the Nasdaq private market formalized a partnership with iCapital Network during the quarter, to create a secondary marketplace for private funds facilitated through the Nasdaq private markets technology platform. This will offer liquidity solutions to advisors and their high net worth clients utilizing private equity investments. And lastly, in terms of Corporate Services, we completed the sales of the BWise enterprise governance, risk and compliance software platform to SAI Global, a decision in line with our renewed strategic focus on products and services most critical to the C-suite and Board of public companies in their interactions with the capital markets. The collective organic revenue growth across our non-trading segments was 9% during the first quarter, which serves as a positive data point that when we create sustainable value for our clients, we can continue to drive accelerated growth for the company and its shareholders. Finally, our Market Services business delivered $233 million in the quarter, and that's in revenue, a contraction from the prior year period of 7%, driven by an unfavorable FX impact and from the difficult year-over-year industry volume comparisons relative to a particularly active first quarter of 2018 market environment. Looking past the impact of the volume environment however, I'm pleased that we have maintained continued strong competitive positioning in our market share and capture statistics within the Nasdaq's U.S. and Nordic equity and equity options markets. Additionally, we made steady progress in implementing the significant product and service enhancements we've previously outlined for our smaller Fixed Income and Commodities franchise. Next, I'd like to update you on our progress in our strategic repositioning to maximize our potential as a technology and analytics provider, investing to sustain and strengthen our core marketplace foundation and freeing up capital from areas that have not proven to be strategic to our client relationships. Along these three key pillars of our strategic direction, we achieved several milestones during the first quarter. First, in terms of investing to expand the capabilities of our technology and analytics growth platform, we began the Cinnober and Quandl acquisition integrations in the first quarter. Each acquisition is off to a strong start in terms of contributing new strengths and talent to the organization, as well as an enhanced pipeline of client opportunities. On the organic side, I'm pleased by the significant and diverse partnerships we've initiated in Market Technology, including wins with traditional market infrastructure operators, within our banks and brokers strategy, as well as non-traditional markets. Meanwhile in Information Services, organically, we continue to enjoy the strengths of our diverse Index franchise as well as our partnership approach with over 1,000 buy side clients in our eVestment business. Next in terms of investing to sustain and enhance our marketplace and corporate issuer core, we continue to pursue the acquisition of Oslo Børs in Norway. As a step in the regulatory approval process, we are pleased to be assessed as fit and proper by the Norwegian FSA as part of the ongoing regulatory review of the competing proposals. We continue working with key regulators and other stakeholders to advance our proposal and expect more clarity on this process in the months to come. Lastly, we've continued releasing capital from less core areas of our business through the sale of BWise to SAI Capital, and on a smaller scale, the announcement of the sale of our Nordic Fund Market to all funds. The BWise divestiture was announced and completed during the first quarter and allows us to focus on providing corporate clients with a strategic C-suite and Board solutions they need for investor relations intelligence and governance insights and collaboration. The Nordic Fund Market business was a small part of our broker services business, and we found a terrific strategic buyer that will be better positioned to grow and expand the business. Turning now to the current regulatory environment, I want to spend a few minutes to review our recently launched total markets blueprint. In the last two years since our Revitalize initiative was published with a focus on improving the attractiveness of the U.S. equity markets as a home for innovative growth companies we've worked with a broad and diverse coalition in Washington, D.C. to turn our proposals into reality. To date, seven bills have passed the bipartisan support in Congress, and securities regulators have issued 13 rules and announcements to help address the specific proposals that our revitalized blueprint highlighted. Despite these initial achievements, challenges remain for our markets with significant imbalances going unaddressed between larger and smaller participants, which threaten investor choice. As stewards of the markets, we need to ensure regulations match investors' and issuers' needs and as well as advancements in technology. Our TotalMarkets campaign expands on revitalize to address the need to encourage investors of all sizes to have a positive experience in the U.S. equities market. By having a robust and enthusiastic investor base, our listed companies will enjoy tighter spreads, deeper liquidity and a lower cost of equity capital. While the regulations have been - while the regulators have been focused on misguided proposals to address specific symptoms of the inefficiencies of the market. We are focused on addressing the core structural issues that impede market choice and efficiency. Specifically, our recommendations focused on creating more market choice and opportunity across three key areas. The first is the bolster liquidity for small publically traded company. Our proposals address shortcomings in the current market structure to ensure the small issuers can continue to rely in the public markets to provide the best possible trading and investing experience for their investors. One part of this proposal is to allow small issuers to choose to concentrate on exchange liquidity at one venue. Second is to modernize data regulations to better serve long-term retail investors by unlocking even greater wave of choice and opportunity. Examples of change in this areas include modernizing the Vendor Display Rule to allow from more choice of data products by brokers, and addressing arbitrary professional, non-professional data user type classifications that create administrative burdens on the retail brokers, who largely serve the retail client base. Third is to enhance effectiveness for institutional investors that manage assets for retail investors. Today, they're investing in trading activities hindered by one-size-fits-all regulations that inhibits innovation and increases costs. Our key proposals in this area are an intelligent tick and rebate regime that aligns much better to the investors economic cost of trading rather than the arbitrary pricing caps of the SEC has proposed in its pilot. Also, we'd like to limit the Order Protection Rule to exchange venues that have gathered a minimum level of market share, but also to allow smaller exchanges that are not subject to the Order Protection Rule to be able to innovate and offer different market models. And lastly, to offer significant changes to the SIP monopoly, including improving governance, creating a distributed SIP model and consolidating the SIP plans and operators, all with the goal to create more of an industry voice in the SIP monopoly, while also giving clients of the SIP feeds more choice in a more efficient experience. In summary, we are making deliberate proactive proposals that will increase the benefits of competition and innovation in our markets, while retaining the critical protections that instill the highest level of integrity to the U.S. capital markets. We've recognized that we are in a period of intense debate over how best to advance our capital markets and we feel incredibly strongly that maximizing the benefits of competition and innovation, the very qualities that helped to establish the U.S. economy's leadership, is a superior approach to calls for increased regulation, government-mandated product design and arbitrary price controls that pick winners and losers amongst market intermediaries without addressing how the industry serves key issuer and investor end-users. We look forward to continuing our collaboration with regulators and stakeholders. With main Street investors and healthy markets as our focus, significant progress can be made. I encourage you to review our proposals in greater detail by visiting business.nasdaq.com/totalmarkets. As I wrap up, I will summarize by saying the first quarter of 2019 produced strong results and margin expansion for Nasdaq, despite some significant declines in the industry volume and new listing headwinds in the period. We continue to be guided by our renewed strategic direction and remain encouraged by early results then enhance our diversified technology presence and increase client adoption for our trade surveillance, data analytics and corporate client solutions. Simultaneously, we're leveraging our leadership position in the U.S. equities market to offer structural improvements, we believe will modernize markets to benefit issuers and investors, and we look forward to updating you on our progress. With that, I'll turn it over to Michael to review the financial detail.
Michael Ptasznik:
Thank you, Adena. Good morning, everyone. My commentary will primarily focus on our non-GAAP results and all comparisons will be to the prior year period, unless otherwise noted. Reconciliations of U.S. GAAP to non-GAAP results can be found in the attachments to our press release and in the presentation that's available on our website at ir.nasdaq.com. I will start by reviewing first quarter revenue performance as shown on Page 3 of the presentation and organic growth on Pages 4 and 15. The $32 million decrease in reported revenue of $634 million was the net result of organic growth of $22 million, including 9% organic growth in the non-trading segments, and $11 million positive impact from the inclusion of revenues from the acquisitions of Cinnober and Quandl, a $50 million negative impact from the April 2018 divestiture of the Public Relations Solutions and Digital Media Services businesses and a $15 million unfavorable impact from changes in foreign exchange rates. I will now review quarterly highlights within each of our operating segments. I'll start with Information Services, which has reflected on Pages 5 and 15, saw a $19 million or an 11% increase in revenue. This was driven by $20 million or 11% organic growth, $11 million, of which, was a result of eVestment's purchase price adjustment on deferred revenues in Q1 2018. Excluding this adjustment, organic growth would have been $9 million or 5%, primarily due to Index revenues, which were up 8% and continued organic development of Investment Data & Analytics revenues. Market Technology revenue as shown on Pages 6 and 15, increased $17 million or 28%, including organic growth of $10 million or 17%, and $10 million in revenue for the acquisition of Cinnober, partially offset by $3 million negative impact from changes in foreign exchange rates. Organic growth during the period primarily reflects an increase in the size and number of software delivery projects as well as continued strength in our SaaS surveillance business. In the first quarter, the operating income margin for Market Technology was 9% versus 3% in the year-ago quarter. I would note here that the first quarter margin tends to be below the full year margin level in Market Technology. For perspective, the trailing fourth quarter margin was 14%. Longer-term, we do expect margin expansion in 2020 and beyond as we complete the NFF deployment, progress with customer adoption of the more scalable service model and benefit from a more fully integrated Cinnober. Turning to Corporate Services on Pages 7 and 15, revenue decreased $1 million or 1% due to a $3 million adverse impact from changes in foreign exchange rates. Organic growth increased $2 million or 2% with contribution from both the Listing Services and Corporate Solutions businesses. Listing Services organic revenue growth was primarily due to increase in annual listing fees from a higher number of listed companies, partially offset by the runoff of previously deferred revenue recognized from listing of additional share fees, which have been incorporated in all-inclusive fee model that was paid in from 2015 to 2018. Corporate Solutions organic revenue growth was primarily due to increase in revenue from governance solutions formerly known as board and leadership. The Corporate Services operating margin improved to 35% versus 33% in the prior year period. Market Services net revenues on Pages 8 and 15, saw a $17 million or 7% decrease, excluding a negative $7 million impact from changes in foreign exchange, the organic revenue decline was $10 million or 4% primarily reflecting capital markets headwinds in the form of lower industry trading volumes. Turning to Pages 9 and 15 to review expenses. Non-GAAP operating expenses decreased $31 million to $322 million. The change reflects a $3 million or 1% organic increase more than offset by $22 million decrease for the net impact of the divestiture of the Public Relations Solutions and Digital Media Services businesses and the impact of the acquisitions of Cinnober and Quandl as well as a $12 million favorable impact from the changes in foreign exchange rates. Turning to Slide 10, we are updating our 2019 non-GAAP operating expense guidance range to $1.29 billion to $1.33 billion, primarily to reflect the divestiture of the BWise governance, risk and compliance business and the impact of current foreign exchange rates. Embedded in the updated 2019 expense guidance is an expected increase in quarterly spend for the remainder of the year. For example, the midpoint of our updated guidance range implies an average of about $330 million per quarter. This expected uptick is driven by both seasonality and certain compensation items, such as annual merit increases and the timing of equity awards, as well as increased spend on various product and operational initiatives. Moving to operating profit and margins, non-GAAP operating income decreased $1 million in the first quarter of 2019, reflecting the net impact of the divestitures and acquisitions, and changes in foreign exchange rate largely offset by organic growth. On an organic basis, operating income increased $19 million and the non-GAAP operating margin totaled 49%, up 2 percentage points from the prior year period. Net interest expense was $34 million in the first quarter of 2019, a decrease of $2 million versus the prior year period due to lower debt balances. I would like to know here that the non-GAAP treatment of the OCC related income, a change prompted by the SEC's disapproval of the OCC's 2015 capital plan. The SEC has suspended customer rebates and dividends to owners and began a phased return of contributed capital, while we expect to continue to recognized income on the OCC investment under the equity method of accounting. We do not currently expect to receive dividends on this income in 2019 or future periods. Our income on this investment may also very significantly compare to prior years. As a result, we will now exclude such income on presenting non-GAAP earnings. We've recast prior periods for comparative purposes, as discussed in the March 4, 2019 supplement we posted on our Investor Relations website detailing the changes and impact. The non-GAAP effective tax rate for the first quarter of 2019 was 27%, which is towards the higher end of the original tax guidance range. For 2019, the non-GAAP tax rate is now expected to be between 26% and 27% with a higher midpoint primarily reflecting the impact of the exclusion of net income related to the OCC. Non-GAAP net income attributable to Nasdaq for the first quarter 2019 was $204 million or $1.22 per diluted share compared to $207 million or $1.22 per diluted share in the prior year period. Turning to capital on Slide 11, debt decreased by $264 million versus Q4 2018, primarily due to a net reduction in short-term borrowings as well as a $30 million decrease in the carrying amount of our Euro bonds caused by changes in FX rates. During the period, we repaid the maturing $500 million floating rate note with commercial paper issuances and cash. Our total debt-to-EBITDA ratio ended the period of 2.8 times, down from 3.0 times of the fourth quarter of 2018. In April, we also issued €600 million denominated 10-year notes with a coupon of 1.75%. The proceeds will be used to refinance $600 million of dollar denominated January 2020 bonds with a coupon of 5.55%. We issued redemption notices for the January 2020 bonds and the redemption will take place in May. During the first quarter of 2019, the company returned $73 million to shareholders through dividends. And today, we are increasing our quarterly dividend by 7% to $0.47 per share. This increase reflects the continuation of our strong dividend growth story and is in accordance with our dividend policy statement of increasing the dividend as income and cash flow grows over time. For instance, over the last three years, our dividend increased by a 13% compound annual growth rate, which compares to a compounded annual growth rate in the trailing three year period for non-GAAP net income and free cash flow excluding Section 31 fees of 11% and 15% respectively. Thank you very much for your time. With that, I'll turn it back to the operator for Q&A.
Operator:
Thank you. [Operator Instructions] Our first question comes from Richard Repetto with Sandler O'Neill. Your line is now open.
Richard Repetto:
Yeah, hi, Adena. Hi, Michael. Good morning. So I guess the first question is just on Market Technology, strong results. Could you remind us, Michael, what the headwinds on margin, the seasonality in the first quarter comes from?
Michael Ptasznik:
Yeah, so the headwinds on the seasonality really comes across the board overall in the different aspects of the business. So they're just with respect to some of the timing and could be with respect to specific initiatives that they're undertaking. They also had Cinnober in Q1. That's one of the factors that came into play. And as you know, we'll be realizing the synergies through the remainder of the year. And so, those are some of the factors that will have an impact on it.
Richard Repetto:
Okay. That's helpful. And then, my related follow-up to Adena, on your - the TotalMarkets whitepaper, so if I had to summarize, at least what I took from it was the one size doesn't fit all for the equity markets and also you're certainly pushing the use of technology in regards to reg reform and even how you monitor markets. But I guess the question is, given the relationship that's sort of developed over the last 18 months, is this - do you think you're making - what's been the reception to your proposal and your recommendations to the regulators that you interact with?
Adena Friedman:
Sure. Well, I think the first thing to note is the reception from the client. So one of the things we really want to focus on are what are the underlying causes of some of the complexities that happen, that occur in our market today, and are investors and issuers really having a good experience. And I think that that's a mixed answer. And the reason for the fact that it's not a uniform answer across large and small investors, and large and small issuers, is because of the fact that we have this kind of one-size-fits-all Reg NMS Order Protection Rule environments that exists. So we actually, before writing total markets and proposing it, we did do a lot of work in talking to clients. And there is not really a uniform view across the industry. They all come with their own views and their own perspective. But the one thing that I think did shine through is this idea of a one-size-fits-all, whether you are a $500 million market cap company or a $500 billion market cap company, that one-size-fits-all model really just doesn't work anymore. And technology, it gives us the opportunity to create market structures and changes that would give everyone the chance to have a good experience in the public market. So our view is really consistent with the overall theme of the clients. I think that when we've gone back out after writing it and talk to customers directly, I think that they're very pleased with some of the proposals. Obviously, there is some debate around some of their proposals. But that's the whole point of it. The point is to create a much more healthy and holistic debate, rather than picking a symptom and trying to do experiment on the market and have a bunch of companies be guinea pigs for an experiment, let's actually debate it as a policy matter, let's have a fulsome discussion across the clients and with the regulators, and come to a more comprehensive view as to how the market should be structured. And that's what we're trying to achieve. In terms of our dialogs with the regulators, we frankly have not yet sat down with them on a comprehensive basis and gone through this proposal. So that's something we intend to do with our regulators, with lawmakers and with our clients in the weeks and months to come.
Richard Repetto:
Okay. Great, Adena. Thank you and good luck with the talks with them.
Adena Friedman:
Thank you.
Operator:
Thank you. And our next question comes from Michael Carrier with Bank of America Merrill Lynch. Your line is now open.
Michael Carrier:
Hi, thanks and good morning. Maybe just one on the Market Tech business, Adena, you highlighted some of the wins in the quarter. And it seems like on the banker, the dealer side, there is more traction, not this quarter, but over the last few, so just wanted to get an update. I know when you guys did the strategic overview that was one of the areas that you felt like there was a lot of potential over time. I'm just - where are you maybe on getting traction with some of the clients and how has that opportunity shifted versus like the initial expectations?
Adena Friedman:
Sure. I think the first thing is that the surveillance side of the technology business with the banks and brokers continues to go quite well. And that is definitely a driver of growth in this segment. As we've been trying to expand that relationships with the broker dealers into trading technologies, post-trade technologies, risk management technologies, I think that we've been getting some good traction and starting to show that there is progress against that strategy. But these decisions definitely take a little longer than we originally anticipated to get the clients to get to a final contract. The contracting process can take a while. But the good news is that we continue to see really strong demand from clients. And with each time we sign a customer and we start to work with them, I think other customers start to think, well, gosh, our infrastructure is in some cases old. And in another cases, is this really the best use of our technology team's time to focus on core, I would say core infrastructure technology as opposed to key functionality that differentiates them. And so, we definitely are having very productive conversations with a lot of banks across the world on this point, but it also takes time for them to come to these decisions. So we hope that we will just continue to make steady progress in getting new clients here.
Michael Carrier:
Okay. Thanks. And Michael, just a quick one. On the data analytics, just on the eVestment business, I don't know if you can breakup, but just more curious, how much of the growth is being driven by either clients penetration kind of core growth versus some of that deferred pricing that you're benefiting from this year? Just any context around that.
Michael Ptasznik:
Yeah. So the deferred revenue impact in 2018 in Q1 was $11 million, so you can back that out of the growth numbers that are there.
Adena Friedman:
But in terms of just general eVestment progress, I think that we continue to see demand for new services that we launched, something called Market Lens towards the end of last year, and we have good pickup there in terms of new functionality and new capabilities we can offer our clients, as well as continued penetration. And geographically, we continue to make - it's a small part of the business in Asia, but it's definitely something that we're really focused on in terms of growing our presence there and in Europe. But I think that in general, though, it's really continued to work with our customers and find new customers. So work with our existing ones and new functionality and finding new customers around the world.
Michael Carrier:
Okay. Thanks a lot.
Operator:
Thank you. And our next question comes from Chris Allen with Compass Point. Your line is now open.
Christopher Allen:
Good morning, everyone. Just wanted to ask on - maybe I missed this, on the Market Data, you had noted an adjustment for under usage - underreporting of usage for the [tape plan] [ph]. Just wondering how big of a magnitude that adjustment was.
Michael Ptasznik:
Yeah. Within Market Data itself this quarter was - it was a larger than usual change, it was a total of $8 million in Market Data, compared to $6 million last year and $5 million last quarter.
Adena Friedman:
So possibly last year first quarter?
Michael Ptasznik:
First quarter last year, yeah.
Christopher Allen:
Got it. And then just the organic growth in the non-trading segments, you posted 9% this quarter, very strong above kind of the target, that was not adjusted for the eVestment deferred revenue. I mean, is that closer to about 5.5% adjusting for that and maybe the $2 million of Market Data and that kind of a good way to think about what the core run rate is going forward right now?
Michael Ptasznik:
Yeah. If you take out both of those items, that would be closer to that number. The eVestment itself again was $11 million, which would bring the non-trading segment growth to about 6%. And so, if you back out the additional 2%, that will get it closer to your number.
Christopher Allen:
Got it. Thanks a lot guys.
Operator:
Thank you. And our next question comes from Alex Kramm with UBS. Your line is now open.
Alex Kramm:
Yeah. Hey, good morning. Just on the Cinnober acquisition, I think, Adena, you mentioned that your work on integration is going well. Can you just flesh it out a little bit like what have you done in terms of sales integration? What have you done in terms of synergies? Just a little bit more color on where you are in the process and what we start to expect going forward?
Adena Friedman:
Sure. Yeah, thanks, Alex. So with Cinnober, we got up to a pretty fast start. So what we did when we first closed is obviously welcomed the employees to Nasdaq, made sure that we're really starting to get to know the employees, understand their organization. And really did a deep dive on their technology and data comparison of their technology stack with our technology stack, what functionality do they have that we don't have, where do they have more modern technology that we could integrate into the Nasdaq Financial Framework, where would we want to maintain some of their technology independently of our group. And so we've completed that assessment, that initial assessment. And I think that we feel very, very - I mean, really great about the technology that they have, both particularly in their clearing space in the risk management space. And so we continue to look at how we're going to integrate some of their functionality into the Nasdaq Financial Framework, such as the risk management capabilities, the clearing risk management that they have, in addition to maintaining some of their clearing technology, as its own standalone capability, because they have really great clients and some new clients that have come on to the platform. In terms of some of the trading technologies, I think that's going to be over time as clients look at renewing and moving forward over several years into the future. I think, we will start to work on integrating them more into the trading technologies that Nasdaq has. But those have been some of their early decisions we've made. Additionally, we've been working with the team very closely to understand how to integrate the teams into Nasdaq, and we've been coming up with a plan around that. And so we're starting to execute on that. So I think then lastly, the Cinnober team that's based in Stockholm will be moving into our Stockholm offices over the summer, so that we can start to have some savings on the real estate side. So we're definitely off to a good start, but there are synergies that will develop as we go through the remainder of this year and potentially even some going into early next year, just to kind of complete the effort on a cost side. On the revenue side and on the client pipeline side, they have some - they've had some recent wins in terms of new clients that we're very pleased to work with them on. And then on top of that their pipelines really interesting. And some of it overlaps, but some of it didn't, and so we're really pleased that we can follow-up on some new opportunities and that they've been surfacing over the last several months.
Alex Kramm:
All right. Great. And then just very quick follow-up, on Market Data, I mean, I know there's obviously been a lot of debate around equities. And as I see we talked about this over the last couple of years. But just a quick question, I think, you actually did forego some, let's call it, typical price increases that you usually do. Can you just like put a magnitude around there like I think those numbers are small, but how much do you think you have foregone in terms of price increases this year in terms of millions of dollars or something that you think you would have otherwise budgeted from a multiyear perspective, if that makes sense?
Adena Friedman:
Yeah, I mean, the first I would say is we don't actually increase price across our products every year in the market data space. We are very selective in how we look at. If we add new functionality or new - create new capabilities or add into the feeds, we will make a decision potentially to increase price at that time. So it's not that every single year we're taking a standard increase like some companies do. I think that - but in this particular year, we have decided that we're - we haven't made any significant price increases in our U.S. equities market data business, where we've been focusing on growth opportunities is really in expanding the client base there. And we continue to have opportunities here in the U.S. to expand how our proprietary data is used by our clients, in addition to geographic expansion particularly in Asia. But the price increases have not been a focus for us this year. I would just say, Alex, we don't really have like a standard amount that we hope to make every year on price increases. So we don't really have something that we've intentionally foregone. So I can't answer that last part of your question, but I can say that price increases have not been a focus for us right now, but it's not always something we do every year anyway.
Alex Kramm:
Fair enough. Thank you.
Operator:
Thank you. [Operator Instructions] Our next question comes from Alex Blostein with Goldman Sachs. Your line is now open.
Alexander Blostein:
Thanks. Hey, good morning, guys. So just a follow-up to Alex's last question, I think I guess more specifically some of the online brokers at Ameritrade, ETRADE spoke to lower Market Data run rates recently. And I'm wondering whether or not you guys have actually lowered any pricing for some of the larger players. And kind of bigger picture, ex the benefit you guys got this quarter from audits, what should you guys expect for kind of the rest of the year run rate for market data? Thanks.
Adena Friedman:
Well, we don't give any sort of revenue guidance across our businesses. So I can't answer that last question. I think that in terms of, generally, we have not made any sort of price decrease decisions that are significant in our space. We obviously in the trading side, we're always working with our clients to make sure that we're managing our pricing appropriately to make sure that it's a competitive - it's a very competitive environment, both on the data and the trading side. So we really work with our clients to figure out how best to manage their experience in our markets and it's dynamic. I would say on the trading side, it's quite dynamic and it's a pretty regular process. On the data side, we've been focused much more on making sure that they can use our data in more expansive ways. We do have enterprise pricing, particularly for the retail brokers, where they have very large client bases. We'll do enterprise pricing across our market data, so as they scale their businesses, their cost can go up.
Alexander Blostein:
Great, thanks.
Operator:
Thank you. And our next question comes from Kyle Voigt with KBW. Your line is now open.
Kyle Voigt:
Hey, good morning. Maybe just a question on the Oslo Børs transaction, I believe you've now taken a direct stake in the exchange. Can you just elaborate on the move? Was that kind of messaging to the Ministry of Finance to show how serious you are about the offer in the transaction? And then like a follow-up to that, just given the recommendations that were made to the Ministry of Finance for Nasdaq, as well as what we've heard publicly from Euronext, just wondering if you're any more or less confident that the Ministry of Finance imposes a two-thirds rule for ownership of that asset. Thank you.
Adena Friedman:
Sure. Well, I think that the share purchase was somewhat opportunistic, because there was a particular holder that was ready to sell and they gave us opportunity to buy it. So I think that has just helped to bolster our proposal and so was an opportunistic decision. I think that with regard to our efforts there, we continue to feel very strongly that we have the strongest proposal available in terms of the strategic benefit to the Norwegian capital markets to Oslo Børs itself, to their clients in particular. And we continue to manage our relationships with the stakeholders there to make sure that they are aware of all the benefits that we can provide to the Norwegian capital markets as part of our bid. I think that with regard to the finance ministry, they will likely make their decision in the next few weeks, but they have the ability to make the decision around May 15, but they could extend it to June, mid-June. And there, we don't have any sort of inside view as to how they're evaluating it or what they might come to a conclusion on. But we we'll be excited to hear from them when they're ready.
Kyle Voigt:
Thank you.
Operator:
Thank you. And I am not showing any further questions at this time. I would now like to turn the call back over to Adena Friedman, CEO, for any further remarks.
Adena Friedman:
Sure. Well, in closing, I would like to point out that our first quarter 2019 performance was a good reflection of our diversified business, as well as our ongoing efforts to partner with our clients to deliver superior technology, trading and analytic solutions to them. Our management team and global workforce are energized and focused on delivering results against our strategic direction to re-imagine markets, and to realize the potential of tomorrow. So thank you very much for your time today.
Operator:
Ladies and gentlemen, thank you for participating in today's conference. This does conclude today's program. And you may all disconnect. Everyone, have a wonderful day.
Operator:
Good day, ladies and gentlemen, and welcome to the Nasdaq Fourth Quarter 2018 Results Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session, and instructions will be given at that time. [Operator Instructions] As a reminder, today's conference is being recorded. I would now like to turn the call over to Ed Ditmire, Vice President of Investor Relations. Sir, you may begin.
Edward Ditmire:
Good morning, everyone, and thank you for joining us today to discuss Nasdaq's fourth quarter and full year 2018 financial results. On the line are
Adena Friedman:
Thank you, Ed. Good morning, everyone, and thank you for joining us. My remarks today will focus on Nasdaq's strong 2018 financial and business performance, review the progress that we have made to drive forward our new strategic direction. We'll discuss how Nasdaq is addressing important issues in our foundational marketplace businesses, and lastly, detail our execution priorities for 2019. Turning to our results, I'm incredibly pleased to report that Nasdaq's strong financial performance for the fourth quarter and for the full year 2018. 2018 was a critical year for Nasdaq as we pursued a new chapter for the company that was guided by our strategic pivot to maximize our opportunities as a technology and analytics provider, while we sustain and grow our core marketplace businesses. The good news is that the strong results we delivered in 2018 confirm our renewed vision and how we can execute on it successfully and I will go into that in a little more detail. Our annual revenue growth materially improved in 2018 as we delivered solid full year organic revenue growth of 8% across our businesses up from 2% in 2017. This was driven by our current segments all contributing at or above their respective medium-term growth outlook ranges, while our Market Services business delivered its best performance in 7 years, achieving organic revenue growth of 9% for the full year. Focusing in on the fourth quarter of 2018, we delivered strong financial results across our businesses, especially strong Information Services and Market Services performance contributed to total company top-line organic revenue growth of 11%, while operating leverage delivered 3 percentage points of operating margin expansion over the prior-year quarter. Non-GAAP EPS of $1.26 increased 21% year-over-year. While I'm incredibly proud of the company for executing well in 2018, as I said before, I'm most excited about the encouraging early proof-points it provides to confirm that we're on the right track as we continue along our strategic direction in 2019 and beyond. Turning to the specific highlights from our businesses throughout the year, and more specifically, in the fourth quarter and starting with Market Technology, that segment delivered 10% organic growth in 2019 within its medium-term organic growth outlook as it progressed with the transformational implementation of the Nasdaq Financial Framework platform. Total order intake in 2018 was $223 million, including $74 million in the fourth quarter and an unusually strong mix of new clients in addition to renewals should make this critically impactful in future periods. Specifically, we signed 12 new market infrastructure operator clients in 2018 up from 6 new clients in 2017. And we signed 20 new buy-side and sell-side clients for our RegTech surveillance solutions, up from 12 in 2017. In our Information Services segment, strong organic growth of 11% in 2018 [delivers a] [ph] moderate steady growth in market data, while our Index licensing segment put in an especially strong year with 20% organic revenue growth. eVestment, which makes up most of the Investment Analytics segment revenue only began being included in our official organic calculation in mid-October when it passed its 1-year anniversary from close. And nonetheless, it continued growing at the double-digit rates we expect. Starting with our Index business, full year 2018 revenues increased 20%, due principally to higher average AUMs which were 27% higher for the year on average as well as record volumes in Nasdaq-licensed futures contracts, which were 76% higher than the prior year. The fourth quarter did see declines in AUM levels due to the market pullback declines that were more profound at the end of the year value than the daily average in the period. But the year-over-year quarter comparison still show a 3% increase in AUM in licensed ETPs at the end of Q4, well above the Nasdaq 100 and S&P declines of 3% and 4% respectively in the same timeframe. In Investment Data and Analytics, we saw continued strong momentum at eVestment in 2018, the first full year as part of Nasdaq. eVestment's double-digit revenue growth is driven both by bringing new clients on to the platform, particularly in international markets, as well as expanding how we serve our existing clients, through up-selling to more sophisticated analytic modules, as well as broadening how many people at a client use the solution. While Information Services' organic momentum was excellent in 2018, starting in the fourth - I'm sorry - during the fourth quarter, we also completed the acquisition of Quandl, a Toronto based provider of alternative and core data to more than 30,000 active users. This investment was made to better position us in the evolving alternative data space, where we combine Quandl with our Analytics Hub business. We will bring a very strong value proposition to a market of increasingly technology enabled buy-side investment professionals. Moving to our foundational marketplace businesses, our Corporate Services segment delivered 5% organic growth in 2018 with a particularly strong performance by our listings business. For the 6th consecutive year, Nasdaq-led U.S. IPOs - U.S. exchanges for IPOs in 2018 was a 72% U.S. win-rate for the year, welcoming 186 IPOs. Despite the volatility in the fourth quarter of 2018, we welcomed 41 IPOs in the quarter and achieved a 73% win-rate during the period. Meanwhile, our Nordic markets continue to attract new companies from across Europe. Our Nordic, Baltic and First North exchanges added 73 new listings in 2018 and expanded above the 1,000 company listing count for the first time. We also made important changes in 2018 within Corporate Services. As we work to complete the divestiture of certain businesses, we tightly focused our offering on to providing strategic C-suite and board-level solutions, and then integrated our Listings and Corporate Solutions client teams. We now look forward to leveraging these enhancements to deepen our relationships with our Corporate Solutions clients in 2019. Finally, our Market Services business delivered very strong net revenue growth in 2018 with 9% organic growth across the year, helping drive to a record $958 million in annual net revenue. In the fourth quarter in particular, our equities and options markets experienced a significant uptick in volume due to market volatility, helping to drive a 12% year-over-year increase in Market Services net revenues for the period. I'm pleased to report that Nasdaq exchange platform handled incredibly busy volume days, including a peak of 28 billion messages across our U.S. equities and options markets on December 27 with no significant degradation of our latency or performance. I'd now like to talk about where we stand in implementing and executing our strategic direction. A key pillar of our renewed strategy, specifically our pivot to maximize our potential as a technology and analytics providers, provides continued change in evolution to our organization. We continue to invest capital deliberately to add capabilities and scale to our technology and analytics growth platforms. Our investments include our organic initiatives, notably the Nasdaq Financial Framework and related initiatives to deliver our marketplace expertise to banks, brokers and market operators outside the financial industry, as well as to provide compliance capabilities to the buy-side and our eVestment Private Markets solutions initiative. It also includes the recent acquisitions of Cinnober and Quandl with a material portion of that investment capital coming from the divesture of our stake in LCH Group, which had become over time a financial rather than a strategic holding. The other pillar of our strategic evolution is our continued investment in unwavering commitment to sustain our marketplace core. These foundational businesses, comprising the Market Services and Corporate Services segment have earned Nasdaq a strategic position at the center of the capital markets in the U.S. and in Europe. We've been able to create strategic relationships across broker/dealers, investment professionals, corporate clients and other global market centers, which then provides the potential to expand those relationships with our technology and analytics capabilities. The marketplaces also provide consistent profitability and cash flow to support both investments across the franchise and capital returns to shareholders. Consistent with our commitment to our core markets in Europe, we've announced this morning that we are making an offer to the Oslo Børs VPS shareholders for a proposed transaction that would combine Norway's leading exchange and central securities depository with our Nasdaq Nordic marketplace business. We put a specific presentation regarding this offer and the proposed combination on the Nasdaq IR website today. And I suggest listeners review it for more details. Oslo Børs has been performing well in recent periods with a 5% revenue CAGR over the last 3 years and operating margins in the low 40% range. But together, we think that we can open significant new opportunities for efficiency and growth. In particular, we will use Nasdaq's technology to create a common Nordic exchange platform delivering significant efficiencies to market participants already using our systems in the other Nordic markets. We also expect to deliver efficiencies and certain exchange and corporate functions across our businesses. We are excited to benefit from Oslo Børs' expertise in post-trade CSD capabilities as they are the national CSD operator in Norway. We also believe we can leverage Oslo Børs global leadership in shipping, energy and seafood to open up new markets through our more global franchise and client base. Oslo Børs' fit within our Nordic franchise as unique, and our clients have been enthusiastic about this opportunity. As we consider the acquisition within our strategic priorities, we also see a strong fit in advancing our strategic pivot. We're very obviously expanding our technology and analytics capabilities and scale to the benefit of the company's overall growth profile. But we're also making concerted sustaining investments in our marketplaces to ensure we continue our strong competitive position and our respected geographic and product areas. We are also focus on delivering for our shareholders. With the Oslo Børs VPS combination, we don't expect to material shift in our revenue mix. Our organic growth target for the non-transactional segments are unchanged and we expect to generate in ROIC add or above 10% within 3 to 5 years and we expect non-GAAP EPS accretion within 12 months of closing. Now let me address our path to close the transaction in the context of a competing approach by Euronext. Nasdaq's offer is superior to Euronext both financially, but more importantly it is also in its ability to support and grow the Nordic capital markets for its many stakeholders. Because of this, we've earned the unanimous support of the Oslo Børs VPS board and we have irrevocables from key investors constituting over 35% of Oslo's ownership. Lastly, because Oslo Børs VPS's critical importance to the Norwegian capital markets and economy, the Norwegian stakeholders, including regulators will carefully consider all options, when determining Oslo Børs VPS's strongest path forward and we look forward to engaging with them. Now turning back to the current operations of our core businesses, we are continuing our focus on some challenges and issues that are worth of mention. In terms of the Nordic's commodity CCP default event, we've made considerable progress over the last quarter. We developed a comprehensive plan to enhance and improve our clearinghouse throughout 2019 that we have vetted with the clearinghouse risk committees and board, and then communicated in detail with to our clients. We are underway with our key improvement areas including enhancements to the member of requirements to initial margin, the member default fund and the default resolution proceedings - procedures. We also developed a voluntary capital release program for our clearing members, providing them the opportunity to opt-in to receive their pro rata share of €20 million pool of capital to supplement that recoveries they expect to receive from the liquidation of the defaulting members' assets. Turning now to the regulatory landscape for U.S. equities and specifically related to U.S. equity data products. As I've mentioned in our last call, this has been a winding and largely court-litigated debate between banks and brokers and the exchanges over exchange data products and services that we feel have been an important contributor to how the U.S. Stock Markets deliver the highest levels of global standards in terms of efficiency, transparency and resiliency. We believe this debate and related litigation will continue from many years to come. Last quarter, we discussed the SEC's October decision to overturn their own administrative law judge decision affirming Nasdaq and New York Stock Exchange's depth of book pricing filings and their directive to remand 400 SEC-approved exchange pricing filings back to the exchanges for a re-review. Nasdaq appealed the remand order to the D.C. circuit court of appeals, where we'd expect hearings to occur sometime late in 2019. Separately, the SEC was asked to reconsider the remand order, and in response, decided to stop the clock on its proposed six month timeframe for exchanges to design a review procedure for the remanded filings. The SEC has not yet restarted the clock. As we manage our business going forward, we continue to expect to deliver on our information services organic revenue growth, which has predominately driven by expansion of our market data in new geographies as well as specific initiatives in our unregulated Index, licensing and investment analytics businesses. Lastly, regarding reports of a new competitive entrant to the U.S. equities exchange landscape, we certainly can't be surprised by continuation of what has been for over 15 years, a hyper competitive landscape in the U.S. Securities markets. Over the last decade and a half, Nasdaq and the other exchange groups have made significant improvements to create a highly efficient resilient low cost trading environment for all market participants. As this is at least the sixth time that our trading clients have attempted to introduce a new exchange competitor, we are fully prepared to meet such an important, and albeit challenge if and when it receives SEC approval and launches. For your reference on January 7, we posted a presentation on our IR website where we addressed our strong competitive positioning and track record of delivering across increasingly fragmented markets, often in competition with venues backed by important customers, along with other important regulatory and other complexities of the modern U.S. equity market structure. So now let's turn to looking forward, as we begin 2019, and we've developed the following specific execution priorities for the year. First, we want to focus on enhancing our technology presence across the capital markets and beyond, where we intend to measure - which we intend to measure principally through the implementation and client adoption of the Nasdaq Financial Framework based technology solutions. At the same time internally, we also intend to continue our adoption of NFF in Nasdaq's own marketplaces. Second, we intend to drive better client interactions in the capital markets with data, analytics and integrity tools. Success here will be measured through our sales and growth progress with our trade surveillance, data analytics and governance solutions across our sell-side, buy-side and corporate clients. Third, we want to continue to enhance our leadership position in the marketplaces, in which we operate as we continue to innovate with new functionality and strong market share in our core markets. And lastly, we want to build meaningfully on our high integrity machine driven culture to multiply our opportunities to innovate and to grow. I look forward to updating you on our progress on these goals as the year progresses. As I wrap up, I will summarize by saying that the fourth quarter pretty strong results for Nasdaq particularly regarding our organic revenue growth, completing a successful 2018 that provided encouraging early data points as we begin executing along our new strategic direction as well as affirming the strength of our franchise in an evolving capital markets landscape. Moving forward as we begin 2019, we remain relentlessly focused on advancing our strategic pivot to maximize opportunities as a technology and analytics provider with the continued strong demand for our Market Technology solutions and our data and analytics offerings, even as we continue to invest and sustain the highest possible effectiveness in our foundational marketplace businesses in the U.S. and Europe. We are very pleased to announce our offer to acquire Oslo Børs VPS and look forward to strengthening our European markets business with Norwegian equities market, its unique CSD capabilities and its expertise in energy and seafood sector. The external environment we are operating at is characterized by significant opportunities including strong market volume environment but is also its share regulatory challenges that we will continue to address effectively. And with early and encouraging results of our strategic pivot in 2018, I remain confident that we're moving in the right direction that we have every opportunity and the ability to execute against the sizeable opportunities that the organization identified in our long-term strategic review. And with that, I'll turn it over to Michael to review the financial detail.
Michael Ptasznik:
Thank you, Adena, and good morning, everyone. My commentary will primarily focus on our non-GAAP results and all comparisons will be to the prior year period, unless otherwise noted. Reconciliations of U.S. GAAP to non-GAAP results can be found in the attachments to our press release and in the presentation that's available on our website at ir.nasdaq.com. I will start by reviewing fourth quarter revenue performance as shown on page 3 of the presentation and organic growth on Pages 4 and 14. The $15 million increase in reported net revenue of $645 million consisted of
Operator:
Thank you. [Operator Instructions] Thank you. And our first question will come from the line of Rich Repetto with Sandler O'Neill. Your line is open.
Richard Repetto:
Yeah, good morning, Adena. Good morning, Michael.
Adena Friedman:
Good morning.
Michael Ptasznik:
Good morning.
Richard Repetto:
And, congrats on your second year, Adena.
Adena Friedman:
Thank you.
Richard Repetto:
I guess, if we have one question, I guess, it is on the market data issue, because you gave some interesting - new to me that, when you had to review these market data price increases that you wouldn't get a court ruling until - I think you said the end of 2019. So I guess the question is, could you give - does that put a - sort of put a stall or prevent the SEC from making any changes until like in - at least, get an outcome from this court ruling? And, I guess, as long as I'm going to ask, any comments on this new IEX whitepaper that just came out as well?
Adena Friedman:
So, I think that I'm going to ask, Ed, with regard to the legal proceedings. I don't think that it has a significant impact on what we said before.
Edward Knight:
No, I mean, we will go forward with our filings at the SEC, the commission will consider them in light of what they have said in connection with market data in general. And we will continue to work with them constructively. And so, we feel we still have a path forward in working with the SEC. The previous filing has been explained in the order remanding them to us. A process for handling those has not been established by the SEC and we're questioning the underlying legal authority and process that the SEC followed. And we have a lot of confidence around our position both based on the law and the facts. So we look forward to it being resolved in the courts.
Adena Friedman:
And with regard to the IEX, I guess, announcement, we actually - I think we did a very nice job. Phil Mackintosh did put out a blog yesterday that really provides really good insights into the total cost of trading on Nasdaq and our competitors and looking at why we believe that the way - that we spread our model across a lot of different types of services and fees is actually a better way to spread the value that we provide to the market to the broadest possible set of clients, based on their specific needs and the way they want to interact with the market. And I think actually frankly that blog was really well done and provides some really good data and evidence to show why our model works so well. So, we encourage you all to read it.
Richard Repetto:
Okay. Thanks. I play by the rules. I'll get back in the queue.
Adena Friedman:
Thanks, Rich.
Operator:
Thank you. And our next question comes from the line of Michael Carrier with Bank of America Merrill Lynch. Your line is open.
Michael Carrier:
Okay, thanks a lot. Good morning.
Adena Friedman:
Good morning.
Michael Carrier:
Maybe first question, just on the strategic pivot, when we look at where you've been allocating resources, obviously, on the tech side, Information Services, the growth has been I think stronger than people have expected. Like some of the areas that maybe have still lagged, whether it's on the Corporate Services, then maybe on the Fixed Income transaction business. Maybe just an update on how you're thinking about those businesses, then maybe what initiatives are in place in 2019, 2020, to maybe pick the growth or reconsider some of those investment areas?
Adena Friedman:
Sure. Thanks for the question. So I agree with your assessment where we have some really great momentum in some large parts of our business. And we're very pleased with how our clients are reacting to the investments we're making across tech and in our Data and Analytics business, as well as the continued really strong performance of our core markets. But I also agree with you that the corporate solutions area of our Corporate Services business and the FICC areas within our Market Services business have not been the strongest performers in terms of delivering growth. And so, one of the things we've been focused on within Corporate Services is that integration with our Listings client organization. I think that we have these two - these two businesses completely separated and segregated between - but they're also - they're both serving the same client base. And what we did earlier this year in connection with the divestiture of the PR and DMS businesses, which frankly were somewhat disruptive to the overall organization in terms of how we are managing our client interactions. I think that we now have gotten to the point where we've integrated our sales organizations and our client service organizations between our Listings business and our Corporate Solutions business. And we do believe that that will give a much better client experience in terms of having more of a single point of contact within Nasdaq to serve all of their needs. It also allow us to alert ourselves earlier if things are - if there are areas where our clients are looking for more things that they want to do or if they're having issues with the services we're offering. And then, I think it also allows us to focus our energies on those businesses that we do believe are strategic to our clients' interactions with the capital market. So we do feel like we're positioning ourselves to have more success in 2019 and we'll have to see how we're able to do that in terms of really driving improved retention and some very specific growth initiatives there. In - I mean, in the FICC area, I think that has a range of issues. But I would point out that with our treasuries business the re-platforming did create some disruption to our clients. But it was also very necessary. I think that we're very pleased with the performance of the new system. I think our clients are pleased with the performance of the new system. And we're working now to kind of rebuild the business off of the back of a much improved system with much more flexibility and agility. And we're really excited as we go into 2019 in being able to deliver new functionality as well as new products on the platform. So that to us is one of our larger, I would say, investment areas is FICC. And then, within the commodities business in the Nordics, as you know, we are going through a kind of a rebuilding - and frankly, I think that our clients are really being extremely productive with us to make sure that we maintain a healthy market there despite the issue that we incurred earlier last year. So I think that those two areas have been an area of real focus. But you're right, we want to get them - all of those areas into a better state of operating performance as we go through 2019.
Michael Carrier:
Okay. Thanks a lot.
Operator:
Thank you. And our next question comes from the line of Ken Hill with Rosenblatt. Your line is open.
Kenneth Hill:
Hi, good morning, everyone.
Adena Friedman:
Hi, Ken.
Kenneth Hill:
So my question was on Cinnober, I know a few weeks back, you guys had a clearing system contract come up that you won from the OCC [ph]. I was just hoping you could talk about the opportunity set there for that business and how that's looking like - how you can maybe monetize some of the elements that brings, whether from the clearing side of the business, which seems profitable coming in or some of the other areas that didn't seem as profitable, maybe like post-trade risk or reporting transparency or maybe even some of the stakes in the surveillance companies?
Adena Friedman:
Well, first of all, that's great, great understanding of the business. So I have to say, Ken, great job kind of dissecting the various elements of Cinnober. First of all, we're really thrilled to have Cinnober as part of Nasdaq. We - it's amazing actually how culturally aligned the organizations are. The talent there is excellent, and so as we've gotten into get to know people now and we've been doing town halls and individual meetings and we're starting to integrate the teams together, the talent base in Cinnober is just as strong as we've thought it would be. And the technology that they have particularly in clearing, as you pointed out, is a very, very - it's a great system. And we also have a very strong system too. So I think what we're going to be looking at is a long term path on how we can make sure that we're bringing the best of our systems to our clients. But I can say that they have very strong technology and a very strong talent base, particularly in the clearing space. And I think that in terms of this other businesses that you mentioned, those are the areas that we will be focusing on to determine the best path forward in terms of driving to a more profitable outcome for the business and for our shareholders as we integrate them into Nasdaq. So what's really going to be part of our strategy going forward and how should we take the assets and the capabilities that they have outside of clearing and make sure that we're either optimizing them or making the right decisions around them to get to a profitable outcome for us. And so that is our on - just beginning that ongoing review right now.
Kenneth Hill:
And just to be clear on that, so those elements are included in your cost guidance here for 2019 right now?
Adena Friedman:
Yeah. So we have a plan around integration with Cinnober. Our cost guidance does include Cinnober for all of 2019 based on our execution plan against the synergies. And we do expect to take some time to make sure that we can execute our synergies successfully and properly integrate the teams and the technology into Nasdaq without disrupting any clients. So that - our guidance does include all of that in - so our expense guidance is inclusive of that, which, of course, is an add-on to what your - the organic guidance would have been going into the end of 2018.
Kenneth Hill:
Thanks very much for the question.
Adena Friedman:
Thank you.
Operator:
And our next question comes from the line of Ken Worthington with J.P. Morgan. Your line is open.
Kenneth Worthington:
Hi, good morning, and thanks for taking my question. It seems like - on the Oslo deal, it seems like Euronext secured commitments for about 50.5% of the vote. Obviously, your bid presumes that you can win over some of those who already seem committed. So to what extent is it possible to win over the 50.5%? Are those votes - or to what extent are those votes irrevocable? Or is there something else at play here? And then any comments on initial cost savings that you might be able to extract from an Oslo merger? Thank you.
Adena Friedman:
Sure. I'm going to hand over the first question to Michael.
Michael Ptasznik:
Sure. So we do believe we have a superior offer to the offer that the shareholders currently have in front of them. Those are hard irrevocables that they currently hold, but those irrevocables expire at the end of August. And so that we believe that the combination of having the Oslo Børs' board supporting our transaction, unanimously supporting the transaction that we have offered a superior offer from a price standpoint on top of that and the package that we can put together, which we think is beneficial for the Nordic financial community and for the Norwegian traders, investors and the entire community, we think is a superior offer in totality. And that at the end of the day that will be taken into account by the parties that need to - make the determination with respect to which bid that they will accept. And so it maybe a position where we have to wait till the end of August for it to occur, but we do believe that we have put together a program here with the support of the key shareholders representing 35.11% behind us as well that we'll be able to execute on the transaction.
Adena Friedman:
And with regard to the way that we are looking at Oslo from a synergy perspective, Ken. We have extensive experience and how we work on integrating these types of exchange businesses, as we've done with Denmark and Finland in terms of also looking at it as part of a Nordic - our Nordic family essentially, where you leave a really strong center within the local community. We also have real centers of excellence around the post-trade and CSD business as well as the commodities business in Norway. But at the same time, have the benefit of combining the technology and delivering a lot of efficiencies and synergies to our clients off of the back of that in addition to operating synergies as well as just making sure that we are creating kind of Nordic and kind of community orientation towards some of those key exchange and business functions within the business. So we have a lot of experience doing this, and we have a successful path that we know that we can execute on to deliver efficiencies and to deliver returns to our shareholders, while they also maintain a really strong operation and operational core within Norway.
Kenneth Worthington:
Great. Thank you.
Adena Friedman:
Thank you.
Operator:
And our next question comes from the line of Chris Allen with Compass Point. Your line is open.
Christopher Allen:
Good morning, everyone. Just, I guess, want to stay at the topic of Oslo Børs, got a number of inbounds just in what this means from a strategic perspective. And I guess the question is, this kind of a unique opportunity in the Market Services business, where you look at other opportunities to add scale? And what does this tell us about deal opportunities in the non-transactional spaces at the current time?
Adena Friedman:
Sure. You are right about that. So I think, one of the things I noticed is back in 2016, we did make it clear back in 2016 that Oslo Børs was a market that we saw as being very attractive to our Nordic business and to Nasdaq in general. So I think that it something that we've had on our radar for a very long time. And this really is a great opportunity for us to size up in the business. And frankly, it's a complete family within the Nordic markets. And so I think that it's seen very positively by our clients, because they - almost all of our trading clients in the Nordics operate across all four markets, and yet, the Nordic - the Norwegian market has been on a totally different technology stack than the rest of the Nordic markets. And so by having this is an opportunity for us to integrate the technology and create a more unified technology stack, it gives our clients a great benefit. And so we're getting a lot of support from our customers on this and we are a very client-oriented business, so - and we're excited to be able to deliver that benefit to our customers. It is definitely a good opportunity for us to size up in our markets. But recognize that when we look at our overall capital allocation that we've undertaken over the last couple of years. The investments we've made across both organic investments and inorganic investments that we've made across our non-transaction businesses whether that's the eVestment acquisition, Cinnober, Quandl, but also our organic investments that I mentioned on the call, are really - that's a real shift for us in terms of capital allocation and a shift towards making sure that we can deliver on sustainable growth in those businesses. But of course, we operate great markets and we have to make sure that we are always there to sustain our preeminence in those markets. And this is a great opportunity for us to do that.
Christopher Allen:
Any comment on the non-transactional opportunities? Or...
Adena Friedman:
Yeah. I mean, I think that we're always at opportunities. I would - as you can tell, we've been in the mode of looking at some bolt-ons and executing on bolt-on deals. I think that, that's just an activity that we undertake on a regular basis. I can't say that there is anything in particular that I would want to point out, but I think that we will always be looking at our organic approach to growing our business, first and foremost. And then if we can supplement that and complement that with some really interesting and exciting acquisitions that can help kind of catalyst growth or expand our presence in the technology area and in the data area we will continue to do that. So as we have done over the last two years.
Christopher Allen:
Thanks.
Adena Friedman:
Thank you.
Operator:
Thank you. And our next question comes from the line of Alex Kramm with UBS. Your line is open.
Alex Kramm:
Hey, good morning.
Adena Friedman:
Hi, Alex.
Alex Kramm:
Just coming back to Cinnober for a minute. I guess, for Michael, I was hoping that maybe now that it's closing, you can give us a little bit more concrete impact on the financials. I know you mentioned it in - a little bit in your cost guidance. But can you give a specific number how it's impact the cost side between - you're shutting businesses down, as you mentioned, the synergies may take a little bit to materialize. So how should we be thinking about the impact to our models? And any comments on the revenue side that we should be looking out for in terms of seasonality? I know, there are some public filings, but just maybe now that you see the business more clearly.
Michael Ptasznik:
Yeah. So - as Adena said, the - both Cinnober and Quandl are included in the guidance that we've provided. So in there, we would be roughly in the range of $40 million to $50 million, would be the cost for Cinnober and Quandl on a full year basis that's included in those numbers. And so obviously we'll be looking to achieve synergies through the year period. So that's what's included in those numbers. And again, that's on top of the 2% organic growth, plus or minus range that we typically believe in a regular year. So if you combine those two pieces together, that's how we get the forecast for the next year. With respect to seasonality, again, you do have the historical numbers that Cinnober has published. And so as we work through, we have to take a look at what those contracts will be. And I would say that it wouldn't be substantially different that you would typically see from the rest of the Market Tech business. But as we start to work through those contracts and see some of the new opportunities there, then that may fluctuate somewhat.
Adena Friedman:
Yeah, we're about 12 days in, so we are working through a lot of details right now collaboratively with the team at Cinnober to understand the contracts, the revenue opportunities, the way that we want to make sure that we're looking at our staffing needs across both organizations as well as doing the reviews that we mentioned - that Ken had brought up with regard to some of the ancillary businesses that they own.
Michael Ptasznik:
We also take a look at the revenue recognition, make sure that it aligns with ours. And so that type of work is happening right now as we go through the year-end.
Alex Kramm:
Excellent. I'll jump back in the queue. Thanks.
Adena Friedman:
Thanks, Alex.
Operator:
Thank you. And our next question comes from the line of Alex Blostein with Goldman Sachs. Your line is open.
Alex Blostein:
Hey, guys. Good morning.
Adena Friedman:
Hi, Alex.
Alex Blostein:
Just a follow-up question around just the appetite for acquisitions. I mean, clearly, feels like over the last few months, you guys have been more acquisitive. I guess, the question is why now? And as we think about the appetite for buybacks over the next kind of 12 to 18 months as you've integrate these deals, and obviously potentially another deal, how should we think about that?
Adena Friedman:
Sure. Well, I think that what we mentioned is, taking that latter point first, we'll continue to focus our buyback activity on managing our share count and that's really our stated purpose of the buybacks. We've been - we did have one increase in our buyback activity this year on the back of the sale of the PR and DMS businesses to make sure that we delivered the right return or the right outcome for our shareholders on that deal. But generally, we're managing our buybacks to manage share count and that will be what we continue to do. With regards to acquisitions kind of why now, what part of it is, because they're available, these are - I can tell you that all of the acquisitions Cinnober as well as Oslo have been companies that we've known very well for a long time that we had important relationships with for a long time. And that we've been having conversations with for a long time. So the fact that they've culminated this year and this moment is just - I think, just coincidence. But we have to be ready to act when we know that we have a real opportunity to grow and expand our franchise the right way. And these acquisitions just happened to be timed right now. I think the Quandl deal is a much smaller deal. It's a business that we're really excited to be able to grow and expand. It's very consistent with our strategy in the GIS business. And it's really a small bolt-on to our already organic approach to driving towards more alternative data. And so I think that it just happens to be that, that's the way it works. Sometimes, they do tend to bunch up. But we are very excited about being able to execute to across our - the deals. They're all in different parts of our business. I'd like to point out that each one of them is focused on a different part of our business. So our ability to execute - we have every confidence in our ability to execute well across all of them.
Michael Ptasznik:
And if I could just add one thing to what Adena said with respect to the buybacks. So we will continue to do that that is taken into account with respect to the comments that, if we go ahead with the - when we go ahead with the Oslo transaction that the pay down where we get back to the mid-2s, would be towards the end of 2020. However, just with respect to the buybacks, the timing may fluctuate. We've typically front-loaded it, and so right now, we're just analyzing this with respect to the timing of the transaction, when it may come out. And so the buybacks will continue. The timing may fluctuate depending on the transaction and the timing of that.
Alex Blostein:
Great. Thanks very much.
Adena Friedman:
Thank you.
Operator:
And our next question comes from the line of Brian Bedell with Deutsche Bank. Your line is open.
Brian Bedell:
Great. Thanks. Good morning.
Adena Friedman:
Good morning.
Brian Bedell:
Good morning. Adena, maybe if you - you mentioned the 12 new Market Technology infrastructure clients in 2018 and 20 new buy-side clients for surveillance. Could you talk about the tempo of the revenue attribution for 2019 from those clients in terms of, I guess, timing of when they're getting integrated into the businesses? And then also, if you can just - in fact, just one on the Oslo, if you can quantify the ultimate expense save that you expect to achieve from the technology integration on that?
Adena Friedman:
So with regard to the Market Tech question, it's going to be - it's going to differ by client, so one of the largest clients, these new clients we signed last year with the National Stock Exchange of India, which is a very large implementation across post-trade clearing and settlement. So that would be something where we've launched that project. We're well underway with that project but it's a project that will take a fair amount of time to get to full production. The way that revenue recognition works now is we are able to start to recognize revenue associated with the delivery of our projects. But then you get to a more steady state in terms of the revenue recognition as you go into production. So a client like that, you'd probably see more of a steady state revenue recognition as you get into 2020, whereas some of the smaller clients that we signed some of the crypto markets and some of the smaller regional markets that we signed, we should be able to get to full production in 2019 and therefore you will get earlier revenue recognition or earlier steady state. But do want to say again the revenue recognition rules have changed and we can now start recognizing revenues as we're doing the projects. The one thing I would say is that the cost, the expenses tend to go - be much higher during the project phase of delivering. And then once we go into full production, then the expenses become more steady state expenses until we get higher profitability off those contracts once they get into full production. So those 12, it's just going to range, I would say, Brian, anywhere into 2019 and 2020 are when you're going to see kind of the full benefit of those 12 new clients. But I can't give you specific dates. With regard to the Oslo deal question, we're not giving out specific expense synergy numbers. But we can say that we confident in our ability to be able to deliver our 10% ROIC within the 3 to 5 year timeframe. And we believe it will be accretive within 12 months. And that's on the back of some good work we've done with the Oslo team to make sure that we understand how to bring the two organizations together the right way.
Brian Bedell:
Okay. And then just on the expenses associated with the onboarding of the project like you mentioned, should we expect that - I'm sure it's in expense guidance for 2019, but should we expect that to sort of diminish a little bit relative to that revenue onboarding from those clients as we get to 2020?
Adena Friedman:
Yeah, that will be the right way to look at it. Of course, they will probably sign new clients hopefully. And we'll always have new clients for signing up. You're 100% right. As we continue to grow out base of clients over time and we're getting to a point of being in production across a higher base of clients, then you get a nice margin lift on the back of that growing client base. But we're always going to be signing new clients and producing and delivering for new clients. So they will also factor into our expenses every year as well. But you're right, it's all baked into our expense guidance, yeah.
Brian Bedell:
Yeah, okay, great. Thank you very much.
Adena Friedman:
Thank you.
Operator:
And our next question comes from the line of Kyle Voigt with KBW. Your line is open.
Kyle Voigt:
Hi, good morning. Maybe just a question on the members exchange. As you said in your prepared remarks, we've seen this story before, with your trading participants creating a new exchange. I think some people have been calling this BATS 2.0. But certainly a lot has changed since BATS launch. Could you just comment on what's different this time around or why you feel very confident that you'll be able to defend your transaction fee in SIP revenue pool, just because some of the attempts previously have been successful?
Adena Friedman:
Well, I think the - first of all, as we all know, the U.S. equities markets, it's a very competitive and very dynamic environment. And we've operated within a very competitive and dynamic environment for a long time. When you look at what - the timing of when BATS came into place, it was on the back of other acquisitions, both Nasdaq and New York Stock Exchange have done acquisitions. It was also at the very beginning of the whole electronic market phenomenon on the back of Reg NMS. And so there was a lot of - there was just a lot of changes going on, a lot of changes in behavior going on. I would say that the pricing still was kind of fluctuating a lot across the different markets. Today though, I would say that we have spent the last 10 years since then really honing our markets extraordinarily well, developing very deep relationships with our customers. This will always be coopetition environment. This always will - always has been and always will be. But the best thing we can do is make sure we have really strong and positive relationship with our clients, make sure that they understand how best to use our services and our systems, make sure they understand how low cost we really area. And again, I do encourage you to read sales report on that. I think it does a great job of laying out how we look at our total cost of trading and make sure that we have the best possible trading environment to deliver to our clients. And I think the last decade, we've really done a spectacular job of that. So if we face new competitors like we have several in the last few years, we're ready to take them on. And I also would say that 35% of the trading occurs off exchange today anyway, primarily by those customers that are forming that exchange. So to the extent they bring some of that flow that's currently internalized into an exchange environment, we then get to compete for that. So I think that we recognize that there are - there is always going to be a dynamic environment here, but we're ready to take on any challenge that comes our way.
Kyle Voigt:
Thank you.
Adena Friedman:
Thank you.
Operator:
Thank you. And our next question comes from the line of Jeremy Campbell with Barclays. Your line is open.
Jeremy Campbell:
Hey, thanks. Just want to piggyback off of Brian's question on Market Tech side, can you just remind us, is there seasonality in fourth quarter, because your new orders kind of tick back up versus kind of the run-rate from the first part of the year? And then, I know these are kind of longer sales cycles and then can be a little chunkier. But, I guess, which element are you seeing a little bit more of the momentum in, as we get to the back-half of this year and looking ahead to 2019? Is it the infrastructure side or is it the surveillance side and just comment on that at all?
Adena Friedman:
Sure. Yeah, I would say that on the market infrastructure side there is always - there is definitely seasonality at the fourth quarter in terms of people signing deals. So at the end of the year, a lot of budgets get approved. We've been working with them throughout the year to try to get to the point of getting them really comfortable with what they are preparing to do. They like to tend to start - launch into a new project at the beginning of the year. So a lot of deals get signed in the fourth quarter. And also change revenue, a lot of activity occurs in the fourth quarters to deliver on enhancements before the end of the year, before they have [code] [ph] freezes, et cetera. And so, we tend to have higher what we call CR revenue in the fourth quarter as well. So it tends to be our seasonally high quarter. In terms of looking at demand for services, I would say that demand for surveillance tends to be steadier throughout the year, whereas demand in kind of signing up of market infrastructure tends to be chunkier as you mentioned. These are longer sales cycles and sometimes - frankly, sometime you can - we get pleasantly surprised and get to sign a deal on the quarter. But a lot of times these take anywhere from 6 to 12 months to come to fruition.
Jeremy Campbell:
Great. Thank you.
Operator:
Thank you. And our next question comes from the line of Ben Herbert with Citi. Your line is open.
Ben Herbert:
Hi, good morning.
Adena Friedman:
Good morning.
Ben Herbert:
Could you just speak to late cycle dynamics potential slower global growth against durability on the non-transaction side? Are you seeing any impacts to pipeline or sales lead-time? Thank you.
Adena Friedman:
Sure. So I would say that our business has been going forward as we would expect and has continued to be strong in terms of demand for our services. And the interactions we've had with prospective clients has continued unabated as they continue to see core demand and core reasons to want our services. I have to say I think that our business in general is resilient business, when it comes to economic cycles. What we do - we're number one and number two in our space in a lot of what we do. Our services are quite core to general - the general economies that we operate in as well with regard to those clients who are developing their economies in other countries. And our relationships and our contracts particularly in tech are very long-term contracts. And our Data and Analytics business, they tend to be subscription based, and they tend to be products that they really want to have regardless of the cycle, because they help them strategically operate their business across cycles. So we feel very good about the resilience of our business across cycles and we don't - we're not experiencing anything that could be what I would consider a, quote unquote, late cycle type of phenomenon.
Ben Herbert:
Great. Thank you.
Operator:
Thank you. And our last question comes from the line of Chris Harris with Wells Fargo. Your line is open.
Christopher Harris:
Yeah, thanks. 5% revenue growth profile at Oslo Børs, you highlighted that. We know there is expense benefits associated with this deal, but wondering if you guys think you might be able to accelerate the revenue growth at Oslo once it becomes part of Nasdaq. And if you think you might be able to do that, maybe you can give us some potential examples.
Adena Friedman:
So, I think that there certainly are opportunities that we discussed with the Oslo management on how we could catalyze the business. I think one good example actually is by bringing them into a common technology of platforms, there are participants in the Nordic markets today that don't participate in Oslo and when you look at the turnover of trading in Oslo as compared to the turnover of trading in the rest of the Nordic markets it is lower. And so, we definitely see an opportunity for us to bring more participation into the market through that common technology platform. I also think that it also means that there could be increased demand for data, and then, as we kind of grow the interest in the market. And then the last thing on the index side, they do have a small index business, and in fact, that's an area we've been collaborating with them for a while. We obviously have a very scaled index business. We know how to deliver and develop indexes that are meaningful to the Nordic marketplace. And so, we look forward to finding new ways to leverage some of their expertise in energy and seafood and other asset classes to deliver some new index products to the market.
Christopher Harris:
Great. Thank you.
Adena Friedman:
Sure.
Operator:
Thank you. I'm showing no further questions at this time. I'd now like to turn the call back to Adena Friedman for closing remarks.
Adena Friedman:
Great. Thank you very much. Well, in closing, we are really pleased with fourth quarter performance and the full year performance of Nasdaq in 2018. And we are extremely energized. We had a sales kick-off meeting earlier this month across our franchise and it was just the enthusiasm and excitement that we have within Nasdaq right now to be able to deliver for our customers and deliver for our shareholders, as we go into 2019 it's just extremely high. And I do believe that it has been guided by our strategic direction to re-imagine markets to realize the potential of tomorrow, our own mission, our own stated mission. So we're very excited about our opportunities in 2019, so thank you very much for your time today.
Operator:
Ladies and gentlemen, thank you for participating in today's conference. This does conclude the program. You may all disconnect. Everyone, have a great day.
Executives:
Edward P. Ditmire - Nasdaq, Inc. Adena T. Friedman - Nasdaq, Inc. Michael Ptasznik - Nasdaq, Inc. John A. Zecca - Nasdaq, Inc.
Analysts:
Richard Henry Repetto - Sandler O'Neill & Partners LP Michael Carrier - Bank of America Merrill Lynch Kenneth B. Worthington - JPMorgan Securities LLC Chris Allen - Compass Point Research & Trading, LLC Daniel Thomas Fannon - Jefferies LLC Alex Kramm - UBS Securities LLC Jeremy Campbell - Barclays Capital, Inc. Patrick J. O'Shaughnessy - Raymond James & Associates, Inc. Brian Bedell - Deutsche Bank Securities, Inc. Alexander Blostein - Goldman Sachs & Co. LLC Ben Herbert - Citigroup Global Markets, Inc. Christopher Harris - Wells Fargo Securities LLC
Operator:
Good day, ladies and gentlemen, and welcome to the Nasdaq Third Quarter 2018 Results Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions will be given at that time. As a reminder, today's conference call is being recorded. I would now like to turn the call over to Ed Ditmire, Vice President of Investor Relations. Sir, you may begin.
Edward P. Ditmire - Nasdaq, Inc.:
Good morning, everyone, and thank you for joining us today to discuss Nasdaq's third quarter 2018 financial results. On the line are Adena Friedman, our CEO; Michael Ptasznik, our CFO; John Zecca, General Counsel-North America and other members of the management team. After prepared remarks, we'll open up the Q&A. The press release and presentation are on our website. We intend to use the website as a means of disclosing material nonpublic information and complying with disclosure obligations under SEC regulation update. I'd like to remind you that certain statements in this presentation and during Q&A may relate to future events and expectations and as such constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. Information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press release and periodic reports filed with the SEC. And now, I will turn the call over to Adena.
Adena T. Friedman - Nasdaq, Inc.:
Thank you, Ed. Good morning, everyone, and thank you for joining us. I will focus my remarks today on Nasdaq's business performance and how that tracks to the progress we're making across on our execution goals for the year. Before I detail our strong results for the quarter, I want to take a few minutes to discuss how Nasdaq is addressing two important issues, the Nordic commodity clearing default event and the SEC regulatory developments largely focused on U.S. equity market data. Turning first to the clearing event, on September 10, the markets in the German and Nordic Power experienced an extreme spread movement 17 times larger than the normal change in spread measured since 2011. As a result of the extreme price movement, a clearing member of our Nordic Commodities market incurred significant losses and failed to fully cover an intraday margin call within the prescribed time limit. Therefore, the member was declared in default. The default resulted in the loss to the clearinghouse net of the default member's collateral of €114 million. This loss was covered by the default waterfall, including €7 million from Nasdaq's Junior Capital or which is the first loss layer, and the remaining €107 million from the member default fund. By September 17, the member default fund was 100% replenished and Nasdaq implemented temporary Junior Capital, a first loss layer, of an additional €19 million on a 90-day basis. Nasdaq also announced that this time, a comprehensive examination of the event, which includes a review of its causes, the membership requirements, margin requirements, risk management procedures, collateral management, and default management procedures in an effort to learn everything we can to ensure that we are best positioned to avoid this type of situations from occurring again. This review has been conducted by a third party, Oliver Wyman, a global management consulting firm, with the support of our internal audit to ensure that we learn as much as possible with transparency and credibility. Once their review is complete, we plan to communicate our summary findings and recommended changes to the affected constituents. Our objective is to find the best model that balances the need to facilitate a robust market while, at the same time, providing members with assuredness that they can securely commit capital. At the same time, we're also working with our members on recovering a portion of the losses they incurred from the defaulting member, including liquidating the defaulting member's assets. We are grateful for the professional and constructive manner in which the market participants have worked with us throughout this difficult process and realize we have much to do to ensure their support going forward. We look forward to continuing to update everyone on a clear and timely basis as we work to reduce the financial impact of the default event on our members and enhance how the clearinghouse reduces risks in the future. Now, I'd like to turn to the regulatory developments regarding our SEC-regulated businesses which are largely focused on U.S. equity data products. First, I want to make clear that the debate, discussion, and developments in this area are part of what has been an almost 20-year story with regard to the data business in the context of the broader U.S. equity market structure. Today, I'll discuss the latest turns that have been a winding and largely court-litigated debate on the dynamics of a U.S. equity data product landscape which we feel is an important contributor to how U.S. stock markets deliver the highest levels of global standards in terms of efficiency, transparency and resiliency. We expect that this debate and related litigation will continue for many years to come. Let me talk first about last week's SEC actions and then discuss what we're doing to address them going forward and then how we're engaging with the industry as participants in the SEC market data and access roundtable later this week. Last Tuesday evening, the SEC rejected a 2016 decision by its own Chief Administrative Law Judge. The judge's original decision came after a one-week public administrative trial at the SEC. The administrative law judge ruled at the end of that trial that the price of exchange-created depth-of-book data is constrained by competition. However, last week, the SEC found, despite the significant evidence to the contrary submitted at trial, that Nasdaq and New York had not met their burden of proof that the Nasdaq Level 2 distributor fee and the NYSE ArcaBook fees, respectively, at issue in the case were fair and reasonable. The impact of the decision on Nasdaq is limited to prospective application of its Level 2 distributor fee, which generates approximately $1 million per year. In their decision, the SEC made it clear that it is "not finding that the market is not competitive." Its focus was solely on the level of proof presented, which we of course dispute. Two Republican commissioners underscored in a separate statement that they did not intend last week's decision to replace the SEC's market-based approach with cost-based rate-making and they suggested approaches that might meet the exchanges' burden of proof. Regardless, we have already appealed the SEC's decision to the federal court. Separately in the decision last week, the SEC also asked the exchanges to create a process to consider 400 other rule filings that were approved by the SEC but then have been challenged by SIFMA and Bloomberg since 2013 and to consider the impact of those filings. Of the 400 rule filings remanded to the exchanges, approximately 130 relate to Nasdaq's markets with a few additional filings related to the shared tape plan fees. These challenged filings and the associated fees will remain in place during any review process. This remand order was adopted by the SEC without the benefit of any briefing or argument by the parties and is contrary to the Exchange Act and the Administrative Procedures Act. We will seek reconsideration of this remand order by the SEC prior to any appeal or other proceedings. The result of any process for reviewing these filings should be subject to further review by the commission – or would be subject to further review by the commission and thereafter subject to appeal at the federal court. In some, the SEC's decisions to establish an unworkable and unnecessary regulatory regime already in a competitive market is inconsistent with our operations and our expectations. We have confidence in the legal arguments of our appeal. Ultimately, the federal courts will decide on the validity of the SEC's unprecedented orders. The list of 130 filings was clearly not reviewed by the SEC and represents an indiscriminate use of an objection procedure by the opposing parties. The disputed filings include fee decreases such as an enterprise license that allows our larger customers to reduce their fees by buying multiple products for a fixed price. They even include a filing where Nasdaq sets a fee for certain ports on its ISE market at zero. The filings covered by the objections also include the initial pricing rule for Nasdaq Basic, a last sale and top of book product that has reduced costs for our customers by over $200 million since its inception. We are confident in the merits of our appeal, and in the meantime, we will continue to run our market data business as we always have with integrity and a relentless focus on our clients. At this time, we do not expect this decision to have a material impact on our growth outlook for the Information Services business. As we discussed at our Investor Day, our growth plans are focused on our indexed and analytics businesses with the relatively modest growth expectations from our exchange data products across our U.S. and Nordic equities, options and fixed income businesses, deriving primarily from geographic expansion of our client base. Let me turn to the SEC's roundtable discussions on U.S. equity data and access topic, which is taking place Thursday and Friday of this week. In contrast to the SEC's actions last week, which largely relate to U.S. equity proprietary data and connectivity offerings, the roundtable is also focused on the public data feeds also called the shared tape plans, which will be the subject of five of the seven roundtable sessions. Issues core to the discussion of these industry utility products where the usage is, in some cases, mandated by regulation, are represented in sessions focused on governance, pricing, technology, and operational transparency. On governance, we've offered proposed reforms to include more of a voice and voting power on the operating committees of the SIP to users and customers. We look forward to working with other stockholders to evolve the governance in a more inclusive way. On pricing, we've asked the SEC to clarify the Vendor Display Rule, which could give customers more comfort in using lower cost alternatives, such as Nasdaq Basic, in certain use cases where the consolidated tape's benefits are not critical. I mentioned earlier that Nasdaq Basic has saved the industry over $200 million since its inception nine years ago, and we'd like to do everything possible to expand adoption of lower cost alternative while reserving the SIP's comprehensive data for the most appropriate transactional use cases. On technology and operational transparency relating to the performance of the SIP and the cost and investment to obtain that performance, I think there's a strong story to tell, and I'm disappointed when we see it mischaracterized. Let's focus on the UTP SIP, which is the consolidated tape for Nasdaq-listed securities, which we administer on behalf of the industry after winning a competitive selection process. In contrast to uninformed and inflammatory allegations by some critics that the performance suffers compared to proprietary data products, the UTP SIP delivers data with only 16 microseconds of latency, putting it at the same world-class performance as our fastest data feeds. At the same time, we've also invested to increase capacity and bolster resiliency. And note just last week, on October 11, the SIP processed a record of nearly 500 million messages without any degradation of latency performance. Of course, the upgrades required substantial direct investment and also benefit from Nasdaq's broader technology investments over many years, which we're happy to discuss at the roundtable. We also believe that the roundtables provide an opportunity to highlight some other important misperceptions. Exchanges including Nasdaq have been integral to the automation of trading over the last 20 years. This has contributed to spreads falling by approximately 90% over this period, leading to cost reductions for all investors and better market liquidity for our issuers. In fact, the brokerage industry's own research shows that U.S. equities markets are the deepest and least expensive to trade on in the world. The reality is that most main street investors pay nothing for quote and trade data, while the cost of retail commissions have been falling. According to a recent paper by Professor Jim Angel of Georgetown University, large online brokerages pay about $0.17 per month per customer for the cost of real-time nonprofessional market data. As an example of the falling costs of retail trading to customers, the base equity commission rate at one of the leading online brokers is approximately $5 today, a 75% reduction from the $20 pricing when it first was introduced in late 2004. Thus, the debate is really a commercial dispute between exchanges and their large bank and HFT clients and competitors. According to an October 22 Financial Times article citing Autonomous Research, the five largest U.S. banks together generated over $25 billion in equity trading revenue through the first three quarters of this year. We estimate Nasdaq's data and connectivity sales to these customers would only sum to well under 0.5% of that figure. Let me preview some of the messages we'll be communicating to the industry stakeholders at the roundtable later this week and beyond. First, we remain committed to a client-centric approach to innovating for the benefit of our clients, market participants and the broader investing public. Second, we are extremely supportive of the roundtables as there's always room for improvement as we outlined in the three reforms that Nasdaq recently proposed. Third, the U.S. equity capital markets are the envy of the world with competition and innovation creating a world-class client experience and powering a vast array of investment products and services for the investing public. And fourth, therefore, the SEC should take a very careful and deliberate approach to considering the consequences of changing the structure that exists today and that clearly benefits millions of investors. Okay. So now let's turn to focus on our business performance in the period. In the third quarter of 2018, we delivered solid organic growth of 5% across our businesses versus the prior year period. This was driven by a 6% organic revenue increase across our non-trading segments, in line with our long-term outlook, specifically Market Technology, Information Services, and Corporate Services, as well as a 3% organic revenue increase in Market Services versus the prior year period. Year-to-date, the company has delivered organic growth of 7% driven relatively equally from the combination of non-trading and trading segments. Equally important, our results from this last quarter continue to track positively to the tactical execution priorities we laid out at the start of the year, which are to complete the initial actions of our strategic pivot, to develop and deploy our marketplace economy technology strategy, and to continue advancing our competitive position in our core businesses. This is particularly evident in the areas where we've shifted more of our resources, particularly – specifically in technology, index, and analytics. We're seeing strong growth in these businesses, which reaffirms our new strategic direction. In addition, our core trading and Corporate Services businesses are operating consistently to support our vision as we continue to demonstrate our competitive position in both segments, resulting from consistently strong market share in U.S. equities and our 76% U.S. IPO win rate during the quarter. I'm incredibly pleased to report that Nasdaq continues to deliver strong, solid organic revenue growth across each and every segment of our business. So, let's drill down into some of the factors underpinning that success. Our Market Technology segment continued to meet our long-term expectations and lead on organic revenue growth at 13% in the period and 11% year-to-date. Order intake in our Market Technology segment totaled $149 million during the first nine months of 2018, which matches the multiyear high set in the same period in 2017. New deals signed during the period include providing Hong Kong Exchanges and Clearing Limited with their real-time risk solution across its cash and derivatives markets via the Nasdaq Financial Framework and a new SMARTS agreement with the London Metals Exchange for market surveillance. We also continued to see strong growth in our SMARTS surveillance business, which increased 20% in the third quarter versus the prior year period. This continued momentum brought in new surveillance customers across a variety of customer classes including regulators, exchanges, broker-dealers and asset managers. We were also excited to announce a public offer to the shareholders and warrant holders of Cinnober, a Swedish financial technology provider to brokers, exchanges and clearinghouses worldwide. This proposed transaction is intended to accelerate how we can grow as a technology provider, unlock significant synergies and advance our progress towards the long-term potential for the Nasdaq Financial Framework, our next-generation technology platform. Cinnober would bring to Nasdaq respected technology and talent, complementary offerings to ours in the banks and brokers and insurance customer segments, and a quality client base, some of which we don't already serve. Moving to our Information Services segment, we delivered strong revenue growth in large part due to a year-over-year increase of 21% in index revenues as well as strong contributions in our Investment Data and Analytics business. We achieved another record quarter of assets under management licensed to Nasdaq indexes, up 34% year-over-year, moving above the $200 billion mark for the first time. Elsewhere in index licensing, we're building upon a very strong year for Nasdaq-licensed index derivative volumes by signing an extension of the exclusive Nasdaq-100 futures and options on futures partnership with CME lasting through 2029. In Investment Data and Analytics, our eVestment business continues to deliver on our high expectations. September marked one year since we first announced our agreement to acquire eVestment. We remain encouraged by the team's progress and results to date. Adjusting for the temporary impact of the purchase price adjustment on deferred revenues, eVestment revenues surpassed the $100 million annualized run rate for the first time in the third quarter, up from $81 million in the trailing 12-month period when we announced the transaction a little more than a year ago. Turning to our Corporate Services segment, Nasdaq led U.S. exchanges for IPOs in the third quarter with a 76% win rate and a 71% win rate year-to-date. Specific listings highlights for the quarter include the successful IPO launches of Focus Financial, Pinduoduo, Sonos, and SurveyMonkey. Additionally, so far this year, approximately $70 billion in market cap has switched to Nasdaq from the New York Stock Exchange via exchange listing transfers. In the quarter, we welcomed three new corporate switches including United Continental Holdings and Intrexon. Rounding out our Corporate Services' highlights, our Nasdaq Private Market completed its 200th secondary tender transaction during the quarter. This milestone represents $18.5 billion in total company-sponsored liquidity programs completed on our platform since it's launched in 2013. Nasdaq Private Market has supported over 160 private companies, including 63 unicorns, and remains committed to enabling a new era of private market standards and liquidity solutions. And finally, our Market Services business delivered revenue growth in our equity derivative trading and clearing and cash equities trading businesses, reflecting in part higher industry trading volumes in both categories, as well as higher U.S. equities market share. As I wrap up, I will summarize by saying that while we have important issues that we're working to address with regard to the CCP default event as well as our efforts to engage effectively in the U.S. equity data debate and discussion, we continue to deliver strong results in the third quarter with particular focus on our organic revenue growth. Going forward, we remain relentlessly focused on our strategic realignment to maximize opportunities as a technology and analytics provider and continue our mission of achieving the highest possible effectiveness in our foundational marketplace businesses. With that, I'll turn it over to Michael to review the financial details.
Michael Ptasznik - Nasdaq, Inc.:
Thank you, Adena, and good morning, everyone. My commentary will primarily focus on our non-GAAP results and all comparisons will be to the prior year period, unless otherwise noted. Reconciliations of U.S. GAAP to non-GAAP results can be found in the attachments to our press release and in the presentation that's available on our website at ir.nasdaq.com. I will start by reviewing third quarter revenue performance as shown on page 3 of the presentation and organic growth on pages 4 and 14. The $3 million decrease in reported net revenue of $600 million consisted of
Operator:
Thank you. And our first question will come from the line of Rich Repetto with Sandler O'Neill. Your line is open.
Richard Henry Repetto - Sandler O'Neill & Partners LP:
Yeah. Good morning, Adena. Good morning, Michael. I guess the first question on Market Technology and we've seen the lower margin. And as you've taken Cinnober, I guess the question would be, where would the margins go because that looks breakeven? And how quickly can you take out expenses there because the guidance is accretion in the first non-GAAP accretion in the first 12 months?
Adena T. Friedman - Nasdaq, Inc.:
Hey, Rich. Thanks very much for the question. So we are in the middle of a tender offer for Cinnober. So at this point, what we can tell you is that we do anticipate that we will achieve synergies within the combination, the combined group. I think that we also are excited to have the team within Cinnober be part of our technology team so that we can actually catalyze even more growth within the business. But in terms of very specific plans on the timing of those synergies, I think we'll have to wait until we see the outcome of the tender offer before we can provide a lot of specifics just based on the way that the process works in Sweden.
Richard Henry Repetto - Sandler O'Neill & Partners LP:
Okay. Thanks on that.
Adena T. Friedman - Nasdaq, Inc.:
Sure. And actually, I would just say one other thing. So we are – the one thing we haven't been able to communicate is that we anticipate that this acquisition obviously will be accretive to us but also that it will meet our 10% hurdle that we've established for ourselves in terms of a three- to five-year timeframe for return on invested capital. And so that is something that we've been very, very clear about in terms of the benefit of this deal to our shareholders.
Richard Henry Repetto - Sandler O'Neill & Partners LP:
Got it. Thank you. And then my "related" question is on market data and the follow-up and that would – I guess the question is on the 130 remanded reviews. I guess can you give us the exposure of revenue on that? And then I know there's been issues on, I guess, maybe that's just the best question. I know you've asked that the Division of Trading and Markets recluse himself or recuse himself from some of the issues here. I'm just trying to see whether there was any progress on that.
Adena T. Friedman - Nasdaq, Inc.:
So with regard to the 130 filings, I think it's important to note that, first of all as I mentioned before, that it was kind of an indiscriminate use of an objection proceeding. So each one of those filings is going to be individually reviewed, and there's going to be a process around that that's established, that it's going to take a long time to establish. And every single one of those filings, each and every one of them will be reviewed individually to identify the justification for the fees and kind of what they do to support and the value they create to the marketplace. We feel highly confident in our ability to justify the fees that we've charged over the years. We feel that, in fact, every single one of those filings was already reviewed and approved by the SEC. So therefore, we will be, I would say, objecting to this entire procedure. But we feel that it's just a matter of making sure that the documentation supports the marketplace that we already are supporting. And I would point out that this market is incredibly competitive, that the pricing for these services is based on these competitive pressures, that it is – we look at these on the basis of the value they provide to the industry, and including something like Nasdaq Basic which has saved the industry a lot of money over the years, even that's subject to this review. So it is going to be a very long process of reviewing 130 filings with the opportunity to appeal any decision on each and every one of them. So you can imagine it will take a very long time. So, therefore, it's not really a matter of exposure because we feel entirely confident that we have put our fees together and based our fees on a competitive environment that we operate in and that we'll continue to be able to charge them. So, I would say that's kind of how we're taking a look at it at this point, Rich, and how we're approaching it. I can't answer the question or respond to your question regarding the recusal. That's something that we specifically put in writing and we submitted to the SEC, and we'll have to determine how that's being handled as we go forward.
Richard Henry Repetto - Sandler O'Neill & Partners LP:
I'm just reading though on that I thought there was a year deadline for the 130 rule challenges.
Adena T. Friedman - Nasdaq, Inc.:
So the SEC has proposed something without talking to a single individual in the industry. In terms of the process, we will obviously be – we will be objecting to what they suggested and going back and asking for a further review. I think that in terms of establishing a process, that's potentially something that – establishing a process is one thing, reviewing 400 individual filings, having it be discussed and debated amongst the participants and with the SEC, then going back to the SEC for a decision and then going for an appeal on any decision that we don't agree with, I think it's going to take a lot longer than a year.
Richard Henry Repetto - Sandler O'Neill & Partners LP:
Understood. Thanks, Adena. That's helpful.
Adena T. Friedman - Nasdaq, Inc.:
Sure.
Operator:
Thank you. And our next question comes from the line of Michael Carrier with Bank of America Merrill Lynch. Your line is open.
Michael Carrier - Bank of America Merrill Lynch:
Good morning. Thanks a lot. Adena, thanks for all the color upfront on both the clearing and the market data. I guess just one question on the clearing side. In the whole scheme of things for you guys, the business is relatively small. So I guess in terms of like the – when I think about downside or like what the risk is, just wanted to get some sense. Do you guys have any insurance in place when you have operational issues like this? That whatever the outcome ends up being, is there anything that can potentially offset any of the related costs?
Adena T. Friedman - Nasdaq, Inc.:
Sure. So I'd say certainly, we have insurance, absolutely. But I would say also that, at this stage, there are a couple of things to note. You are right that this is a relatively small business within Nasdaq. It generates in the range of $30 million to $35 million of revenue and its margin is actually below the average for the company. So it is a small business. I think that in terms of the activity levels and the way that the members have been working with us through the situation, it's actually been quite productive and constructive. The activity levels in the market remain pretty much on average of what we've been seeing. And the members have been very constructive and productive in working with us to try to make sure that we work with them on how we can continue to improve the operation, but also in terms of getting recovery from the defaulting member on the loss. So I think that, at this stage, we feel that that has been a collaborative and cooperative process. But, of course, as we look at ways that we can improve the market, we might have to incur some costs associated with just making sure that we make the improvements that we're going to be recommending. I'd say – but definitely, to the extent that there's any sort of downside risk that you're mentioning, we most certainly have insurance.
Michael Carrier - Bank of America Merrill Lynch:
Okay. That's helpful. And then, maybe on the core business, two areas, on the analytics with eVestment, just wanted to get a sense over the past year, how has the traction been with that business maybe relative to expectations? And then a smaller area, but on the index side, obviously, you're seeing great growth, but just wanted to get some context when you get market volatility and a little weakness like we're seeing now, how much of it is on the AUM versus any other types of fees in that line?
Adena T. Friedman - Nasdaq, Inc.:
Sure. Yeah. With eVestment, it actually has been tracking very well and as we mentioned, on a run rate basis in the quarter, we've gotten to the point where we're at $100 million of revenue. So it's definitely showing significant growth over prior year period. I think that we also – they just launched a new product within their franchise, and it's very exciting to see continued innovation and offering additional services to the asset managers and asset owners that will make it so that we can continue to grow that business in a significant way. So, we're extremely pleased with how that business is going and tracking. I think within the index business, as we've mentioned before, there is certainly is a beta component to the index business related to AUM. So AUM is a combination, of course, market performance and the number of, what we say, kind of the number of shares outstanding within the index products that are created. So our view right now is that there is some beta dependency and the growth has been a combination of more investors coming in and taking advantage of the products we have in addition to the market performance against those products. But I think that, as you said, there is some beta dependency within that business.
Michael Carrier - Bank of America Merrill Lynch:
Okay. Thanks a lot.
Operator:
Thank you. Our next question comes from the line of Ken Worthington with JPMorgan. Your line is open.
Kenneth B. Worthington - JPMorgan Securities LLC:
Hi. Good morning. Following up on default fund, there is rule creation that's in progress in the EU with regard to CCPs and it's expected to conclude next year. Maybe what are your thoughts on how the default fund breach could influence European regulation? I think when the Korean CCP was breached we saw an increase in calls for skin in the game. So, I guess what do you expect here? And then I guess, as the related follow-up, what is your assessment of the reputational damage done to Nasdaq and are there any implications or consequences that you think result?
Adena T. Friedman - Nasdaq, Inc.:
So I think with regards to the EU, I think that we really can't comment specifically on the impact of this event on any sort of upcoming potential EU regulation. I think we're focused very specifically, Ken, on managing through this issue with our clients and on our own regulators. And so I would say that we don't have any sort of opinion about how this might impact other things that might be going on in the regulatory space. I would say that with regard to our business, I mean this is a major event that's occurred within our clearinghouse. We have been doing, as I said, a deep dive across the operation. I would also say that this was an event that was not, to be very honest, a 17 times increase in the average daily spread and that all happened in one day, and it was many times – multiple times larger than any event that the clearinghouse has ever experienced. So it was in fact a very onetime, very extreme event. And so what you have to look at is not only what can you do to prevent it but as you're going through the process of managing through it, how do we make sure that we just are robust across the whole thing. I think that at this point, it really has been a very productive process. I think that Oliver Wyman's done great work and we will continue to find ways to improve. We do believe that we've been operating appropriately within the guidelines that we've set for ourselves and the regulators have set for us. But at the same time, there's always ways to improve.
Kenneth B. Worthington - JPMorgan Securities LLC:
Okay. Great. Thank you very much.
Operator:
Thank you. And our next question comes from the line of Chris Allen with Compass Point. Your line is now open.
Chris Allen - Compass Point Research & Trading, LLC:
Good morning, everyone. Just want to touch again on market data. I think most people assume now that the hurdle for any further pricing increases has clearly gone up, not just from a data perspective but also from an access connectivity perspective. So I'm just wondering if you can maybe remind us the magnitude of revenues that fall into these buckets related to U.S. equities and what growth, if any, is kind of embedded in your organic growth potentially moving forward? And then also related, what do you think that the SEC will focus, assuming on this issue moving forward, a more holistic review of overall equity market structure? Thank you.
Adena T. Friedman - Nasdaq, Inc.:
So within the market data and connectivity business, both of those businesses, we've been pretty clear, are low single-digit growers. And I would say, first of all, within the market data business, it's not just U.S. equities data. We have U.S. equities data, options data, futures data, fixed income data, Canadian data, Nordic equities options and futures data. So we've got a plethora of products that fit within our market data business. But we've also been very clear that we have not been and don't expect to be dependent on fee increases to be a major driver of revenue increase there. In fact, the significant driver of revenue increase so far has actually been new client acquisition, finding new clients in new geographies and finding new clients here in the U.S. We continue to find demand and new pockets of demand for our products here in the U.S. as well. So it is not – we're not dependent on kind of price increases. And same with the connectivity business, again, it's a low single-digit grower. We're not anticipating that to be a big driver of growth within the business and we've been managing it very, very – I think we've done frankly a great job of managing the businesses in the interest of our clients. We're extremely disclosive when we do things in those businesses that impact customers, and we do them in connection with enhancements and changes we're making to the product. So, again, Chris, this is not – we don't anticipate this being a driver of growth and we've been pretty disclosive about that. So our growth is going to come from our index businesses, our Investment Data and Analytics businesses, our Market Tech businesses, our other products, our Corporate Services businesses, those are kind of the areas that you're seeing consistent growth and driving the 5% that we achieved for the quarter in addition to the 7% we've achieved for the year. With regard to a holistic regulatory review, we've been encouraging the SEC, if they're going to look at one piece of market structure, they really ought to look at every piece of market structure. Market data is a product of the market structure that's been created. The competitive dynamic that we operate in for listings and trading and market data is all the product of Reg NMS. So if they're going to tease apart one element of it, they really ought to look at the entire market structure that they've created with Reg NMS, and we've been encouraging them to do that for years. We will continue to encourage them to do that. If they want improvements, they've got to look at the interrelation across everything that we do here.
Chris Allen - Compass Point Research & Trading, LLC:
Thanks. That's it.
Operator:
Thank you. Thank you. Our next question will come from the line of Dan Fannon with Jefferies. Your line is open.
Daniel Thomas Fannon - Jefferies LLC:
Thanks. I'll follow up on the Nordic clearing issue and you talked about hiring Oliver Wyman and what you're doing. I guess can you talk about your regulators and their response and how you're working with them and what we should expect in terms of the next steps that we should hear from the regulators?
Adena T. Friedman - Nasdaq, Inc.:
So we have been highly engaged with our regulators throughout the entire event so during the event and after and we have continued to work with them to give them as much information that they've asked for. And we continue to have a live dialogue with them. I think that at this stage, we're in the process of working with our regulators, working with our clients, and doing our own internal assessment. And all of that I think will come together to looking at some improvements and changes we'll be making to the clearinghouse going forward.
Daniel Thomas Fannon - Jefferies LLC:
Okay. Thank you.
Operator:
Thank you. And our next question comes from the line of Alex Kramm with UBS. Your line is open.
Alex Kramm - UBS Securities LLC:
Hey. Good morning, everyone. Sorry to stay on the market data topic. But I know you gave a lot of detail already and really appreciate it. But I think there's still a lot of confusion so I just hope that you can actually dumb down the debate for a second here. Because when you look at your stock and some of your peer stock performance, I think there's this view in the marketplace that people ask about exposures and there's like hundreds of millions of dollars that the SEC on the fly will decide will just go to zero or close to zero. So maybe you can just contrast for a second that this is regulated market that that's just not something that procedurally can happen here. And I know you talked a lot about like this will drag out over years. But maybe you can just – any incremental stuff that you can give us to help us just clear up the debate like this is not about a revenue reduction coming next quarter and the long term coming. And then sorry, just related real quick, you mentioned that some of the growth in the last two years, yes, there's been pricing but there's also been price reductions. So if you can give us just a net number in terms of what pricing on those 130 products has contributed over the last two years, it would be really helpful. Thank you.
Adena T. Friedman - Nasdaq, Inc.:
So, with regard to the market data issue, it's a great point, Alex. So I think it's really important to read the statements from the Chairman and from the Republican commissioners. I think the first thing to note is that they're not saying that necessarily that our fees are not reasonable. I mean it's kind of a double negative. But they are saying that they would like more evidence to support the fees that we have delivered. What's frustrating to us is that every single one of those fees is approved by the SEC, and so, they've all been reviewed. At no point did they ask for further information before granting us the approval. So, now they're coming back and saying we want more information. And we have to understand that in terms of what they want. It's also very clear that the Republican commissioners have said they're not looking to rate make, they're not looking for cost-plus (00:46:22) model. They're just looking for further justification in the context of it being a competitive market, having competition around the market data and each and every single one of those filings has its own situation, so how do we look at maybe delivering more value to our clients in connection with the fee change; or if it's a new product, what value are we delivering to our client as we're launching this new product. I would say that, obviously, we are objecting to the fact that they're doing a retroactive review of every single thing that they've already given us approval for over the years. But at the same time, it is very clear to me that they're not looking for these fees to go to zero. The exposure is not our data revenue. The exposure is how do we justify and make sure that we're demonstrating that we're acting appropriately in the context of a competitive marketplace. And we feel confident that we will be able to do that quite successfully. So that's not a situation where you have this immediate exposure that you're talking about. I totally agree with you. And even over the long term, we believe in the years to come as we're working through this process, we will demonstrate that we've acted very, very well on behalf of our clients to support our data business. And so that, I think, is the way to look at it, Alex, but it is important to recognize looking at the words of the release, that they're not making an arbitrary decision to change things. They're just saying let's go through kind of a deeper dive on the evidence to support what we do. In terms of the revenue and the growth and the net, that's something actually we're still going through ourselves. But I would say it's really kind of a – it's really a mix and match. So we aren't currently providing any sort of specific disclosures because it's such a broad base of filings and each and every one of them will be reviewed individually.
Alex Kramm - UBS Securities LLC:
Appreciate it. Thank you.
Operator:
Thank you. And our next question comes from the line of Jeremy Campbell with Barclays. Your line is open.
Jeremy Campbell - Barclays Capital, Inc.:
Hey, thanks. Adena, thanks for the color on the SEC market data issue and probably getting your view out there is probably a good thing since it's been mostly a one-sided conversation to date so far. But as we look ahead to the roundtable over the next couple days, do you guys expect this to be more of like an airing of grievances or is there something that we should be looking for that you think could be kind of a realistic and definitively positive or negative kind of either outcome or progression?
Adena T. Friedman - Nasdaq, Inc.:
I think that we have to look at this as just one event in a 20-year discussion and debate on this topic. So we can expect it to be definitively – that there's any definitive decisions or changes or anything that will come out of it other than a discussion. The good news is two things. They are allowing us to submit a written statement, which we will do. So it allows us to put out all of our arguments in a way that's very coherent and very easy to read and hopefully provides great support because I agree with you, it has been a one-sided discussion so far and it's time for us to have an opportunity to be proud of what we've done and proud of what we've created for the industry and to remind people that our markets are the best markets in the world. They're incredibly resilient. In fact, on October 11, we processed 28 billion messages in our systems across our equities and options market and with no real degradation of service. It was an – I mean we're great at what we do and we provide a great service to our clients and to investors. We have millions of investors who rely on us for market data. The average price that a retail broker pays for per client is like $0.17 per month. So we believe that we have a great story to tell so we are excited to do it. I think that in terms of the outcome, I think you're going to find that it's a pretty – we are going to have an opportunity to speak on five of the seven panels and so will other exchanges. So I do actually believe it will be a balanced discussion, and we will understand even further what the debate really is and recognizing that it really is a debate amongst the exchanges and the large banks. I mean that's really what it's going to come down to.
Jeremy Campbell - Barclays Capital, Inc.:
Great. Thanks.
Operator:
Thank you. And our next question comes from the line of Patrick O'Shaughnessy with Raymond James. Your line is open.
Patrick J. O'Shaughnessy - Raymond James & Associates, Inc.:
Hey, good morning. Another question on the SEC roundtable. We would expect some market participants to suggest changes to the consolidated tape such as making providers rebate all revenues in excess of actual expenses or incorporating depth-of-book data in the SIP feed, which would presumably devalue your proprietary data feeds. Can you give us an early preview of your take on that particular debate?
Adena T. Friedman - Nasdaq, Inc.:
I would just let you know that that debate again has been going on for 20 years. The first time that those two suggestions were brought up was in 1999 and in 2003. And the SEC in both cases rejected the notion that there should be a cost-plus-type-based model supporting this type of business. And they looked at it in the context of the overall regulations they had established through Reg NMS. The fact that these are – the SIP in particular, the highly regulated utility, it has participation across the exchanges. I would point out that the revenue generated by the SIP does support the new entrance of new exchanges, and that's one of the things the SEC specifically wants is to have more exchange competition and the revenue that comes out of the SIP does allow for new entrants to come in and become sustainable pretty quickly. So I would have to say I think that that runs counter – those arguments run counter to everything that the SEC has tried to create over the last 15 years, and they have been debated and rejected multiple times through the process of discussion and debate. So I don't think those are arguments that you will find have a lot of support across the broad spectrum of clients. Obviously, we know that those are going to be brought up because they always are and they're discussed, but if you want innovation, you want competition, you want us to make sure that we can, in fact, be resilient and have the opportunity to offer our clients choice across the spectrum of market data and trading platforms, then at the end of the day, you have to allow for there to be a value-based review of these types of products.
Patrick J. O'Shaughnessy - Raymond James & Associates, Inc.:
That's helpful. Thank you.
Operator:
Thank you. Our next question comes from the line of Brian Bedell with Deutsche Bank. Your line is open.
Brian Bedell - Deutsche Bank Securities, Inc.:
Great. Thanks. Just I guess one more on that topic. Appreciate your comments, Adena, on reviewing the whole market structure and, obviously, the SEC has been doing this a long time, putting out a concept release in 2010 on market structure, which really never ended up getting addressed. But, I guess, within the market data between the SIP and proprietary, do you envision an avenue for restructuring the SIP somehow in the Consolidated Tape Association and how that revenue model could actually change and then to leave obviously the proprietary data intact? Or do you think it really can't be addressed unless you address everything else within the market structure and this debate gets basically kicked down the road for a long time?
Adena T. Friedman - Nasdaq, Inc.:
Well, I do think you have to – I mean, your question is a good one because it recognizes the fact that everything's in an interrelated ecosystem, right? So, if you think about it, the rules that established kind of order protection and all of these things that go along with how orders get routed from one exchange to another, the interconnectedness of all of the exchanges, the resiliency that that's created across the ecosystem within the U.S. exchanges, the competition that exists amongst the exchanges and other broker-dealers, all of that is a creation that allows us then to look at, okay, what are the data products that are absolutely required for making a trading decision. And the SEC has been entirely clear on that that they expect that, at the point of trade, that they would expect that you would have access to consolidated best bid and offer and last sale information at the point of trade. But, in every other part of the market, you should have the freedom to take the data that you think best meets your trading strategies and best meets your needs for information. And they've given a wide range of optionality to the exchanges and to the broker-dealers to be able to provide that. And that is a fundamental tenet of Reg NMS. So, you can't look at that issue separately from looking at the overall landscape that they've created, the Order Protection Rule and other things related to the market structure. So, one of the things you can look at though is, is the SIP – is the governance of these utilities, is it really proper? So, does it have enough of an opinion being brought into the room? Do you have proper participation across the industry in looking at and examining how this SIP works? And I think that's where we've actually made some proposed changes already ahead of the roundtables to the SIP in terms of governance, in terms of including more industry participants, potentially having some voting participants coming from the industry as well as really clarifying the Vendor Display Rule, so that it's very clear at what point is a consolidated tape necessary versus when it's not. Right now, there's some ambiguity and it's actually creating confusion. So, clarifying that it's necessary at the point of trade and allowing choice that has saved the industry $200 million so far is probably the right way for the SEC to look at how they can create more choice and save the industry a lot of money. So, I think those are the types of things that we want to see change. So there's always improvements you can make. But I don't think that you're going to see a fundamental kind of – I would say that, right now, I think that everything works together very, very well to create a very resilient and functioning market. And we should remember that before we try to make changes.
Brian Bedell - Deutsche Bank Securities, Inc.:
So you think there wouldn't be a major change in the revenue component on the SIP and how that's divided up between the exchanges or the participants in the industry even if you can change that without changing props?
Adena T. Friedman - Nasdaq, Inc.:
Well, I would like to point out that we already share a lot of the tape revenue with the industry when they have internalized, so they don't trade on exchange and they internalize those prints and they report those prints to the Nasdaq Trade Reporting Facility, we share the vast majority of that data revenue with them. So they already receive a lot of revenue coming off the SIP, the market participants do, through a sharing plan that we have. So I would say that we do not anticipate that – I mean we certainly don't support any sort of fundamental changes in the revenue construct. We do though support changes in governance and changes in clarifying the Vendor Display Rule to give clients more choice, which would then save them a lot of money.
Brian Bedell - Deutsche Bank Securities, Inc.:
Great. That's great color. Thank you.
Adena T. Friedman - Nasdaq, Inc.:
Yeah.
Operator:
Thank you. Our next question comes from the line of Alex Blostein with Goldman Sachs. Your line is open.
Alexander Blostein - Goldman Sachs & Co. LLC:
Thanks. Good morning, everybody. So, maybe just shifting gears a little bit to the core business, just wanted to hit on Market Tech. So, I guess if we look at the new order intake, it's been trending down here for the last several quarters. I understand it could be pretty lumpy, but anything in particular that's kind of driven the slowdown this quarter? And I know revenues are not obviously perfectly correlated here, but how do you guys expect sort of revenue growth to progress here over the next few quarters given sort of the dynamic you're seeing in the order intake?
Adena T. Friedman - Nasdaq, Inc.:
Sure. No. Thank you. And thank you for going back to our core business, I appreciate it. Okay. So, with Market Tech, I would say that, as you said, order intake is quite lumpy. And so we had – as I mentioned before, so far this year, we're matching our record from last year. So we're pretty pleased with that. The fourth quarter tends to be a high quarter in general. I mean, it's a seasonal thing. So you would anticipate that there would be some ramp there. I think that also recognizing that revenue growth, as you said, is not a direct correlation to order intake. These order intakes can be over – the amount of money that we're talking about into order intake could cover three years, five years, seven years, so it doesn't necessarily directly correlate to revenue growth. And when we see revenue growth, I would say that we have signed on some very significant clients with very significant new contracts related to clearing that we announced earlier this year in terms of the National Stock Exchange of India as well as the Swiss Exchange and other implementations that we're working on. During the implementation period, we do recognize revenue now, which we didn't before, but we also recognize a lot of the cost of implementation. So the margin on that is going to be much lower. Once they deploy and they're in the market, then the revenue and the margin will continue. The revenue will continue and could grow as well as the margin becoming much more attractive. So, that's actually frankly a big part of the story is looking at the time that we will have to implement and then have these go live and these are large implementations, so there will be some delay on that. So, I think, Alex, another thing to point out is SMARTS. We did have 20% increase in the SMARTS revenue. That's just – we are just seeing that be a very, very great growth engine for us and continued demand across the entire ecosystem for our services, and we're also seeing some real pickup on the asset management side as well. So we are very, very confident in the long-term outlook we have for the Technology business of 8% to 11% growth. We definitely see continued demand and certainly the drivers are underpinning that 8% to 11% number.
Alexander Blostein - Goldman Sachs & Co. LLC:
Great. Thanks very much.
Adena T. Friedman - Nasdaq, Inc.:
Sure.
Operator:
Thank you. Our next question comes from the line of Ben Herbert with Citi. Your line is open.
Ben Herbert - Citigroup Global Markets, Inc.:
Hey, good morning. Thanks for taking the question.
Adena T. Friedman - Nasdaq, Inc.:
Sure.
Ben Herbert - Citigroup Global Markets, Inc.:
Maybe just on how you're thinking about M&A going forward specifically in Market Technology either strategically or just seeing a lot of ability to consolidate and drive synergies throughout the space. Thank you.
Adena T. Friedman - Nasdaq, Inc.:
Sure. Yeah. I would say that we always look at opportunities for us to catalyze growth in our businesses and we are, as we mentioned before, particularly focused in those areas that are growth drivers, growth businesses for us and how we may be able to either expand these businesses or accelerate the growth in these businesses. So whether it's Market Tech or the Information Services business, I think those are two areas where we definitely are evaluating a lot of, I would call them bolt-on type of opportunities and that tends to be where we're focused right now. But we would say that we have a great organic growth strategy across everything that we do. We're very pleased with how we can grow organically. But if we do see an acquisition that could catalyze growth or expand our presence with our clients that is also accretive and provides a return to the shareholders, we will continue to consider those, just as we have with Cinnober. I think that's a good example of a good bolt-on acquisition that will really help our business.
Ben Herbert - Citigroup Global Markets, Inc.:
Thank you.
Operator:
Thank you. And our next question comes from the line of Chris Harris with Wells Fargo. Your line is open.
Christopher Harris - Wells Fargo Securities LLC:
Yeah. Thank you. In cases that have been appealed to federal court in the past, how long is that process typically? And I just want to verify, are any at-risk revenues intact until that appeal process is over?
Adena T. Friedman - Nasdaq, Inc.:
Yeah. So, basically, there's – our understanding of the process is there's no change in the way our revenues at all (01:01:57), while this entire process is under way, right? Every process that we just talked about, everything stays intact other than the $1 million. Now, we will be appealing that or we've already appealed it. So that $1 million, we'll have to make sure that we go through an appeal process around. But I would say that everything stays intact until the process is complete, including the appeals. Appeals and I'm looking at John generally take?
John A. Zecca - Nasdaq, Inc.:
A year to 18 months.
Adena T. Friedman - Nasdaq, Inc.:
Yeah. A year to 18 months.
Christopher Harris - Wells Fargo Securities LLC:
Great. Thank you.
Operator:
Thank you. And, ladies and gentlemen, that concludes today's question-and-answer session. I would now like to turn the call back to Adena Friedman for closing remarks.
Adena T. Friedman - Nasdaq, Inc.:
Well, thank you, all, very much for your time today. And we are very pleased to see that the businesses continue to deliver strong organic growth. Guided by our strategic direction, we do have a clear road map to our future to reimagine markets and to realize the potential of tomorrow. And we are committed to executing our plans to realize this vision with the combination of our unique positioning, our ability to adapt to the evolving landscape we see before us, and our strong and successful culture of execution and delivery for our clients and our shareholders. So with that, thank you very much for the time.
Operator:
Ladies and gentlemen, thank you for participating in today's conference. This does conclude the program. You may all disconnect. Everyone, have a great day.
Executives:
Edward P. Ditmire - Nasdaq, Inc. Adena T. Friedman - Nasdaq, Inc. Michael Ptasznik - Nasdaq, Inc.
Analysts:
Richard Henry Repetto - Sandler O'Neill & Partners LP Michael Carrier - Bank of America Merrill Lynch Ben Herbert - Citigroup Global Markets, Inc. Alex Kramm - UBS Securities LLC Brian Bedell - Deutsche Bank Securities, Inc. Kyle Voigt - Keefe, Bruyette & Woods, Inc. Alexander Blostein - Goldman Sachs & Co. LLC Vincent Hung - Autonomous Research US LP
Operator:
Good day, ladies and gentlemen, and welcome to the Nasdaq's Second Quarter 2018 Results Conference Call. At this time, all participants are in a listen-only mode. Later, there will be a question-and-answer session and instructions will follow at that time. As a reminder, this conference call is being recorded. I would now like to turn the conference over to Ed Ditmire, Vice President, Investor Relations. Sir, you may begin.
Edward P. Ditmire - Nasdaq, Inc.:
Good morning, everyone, and thank you for joining us today to discuss Nasdaq's second quarter 2018 financial results. On the line are Adena Friedman, our CEO; Michael Ptasznik, our CFO; Ed Knight, our Global Chief Legal and Policy Officer; and other members of the management team. After prepared remarks, we'll open up to Q&A. The press release and presentation are on our website. We intend to use the website as a means of disclosing material, non-public information and complying with disclosure obligations under SEC Regulation FD. I'd like to remind you that certain statements in this presentation and during Q&A may relate to future events and expectations, and as such constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. Information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press release and periodic reports filed with the SEC. And now, I will turn the call over to Adena.
Adena T. Friedman - Nasdaq, Inc.:
Thank you, Ed. Good morning, everyone, and thank you for joining us. I will focus my remarks today on three important areas; our current business performance, our progress on the strategic transformation of our business, and the latest regulatory developments in the capital markets. I'm very pleased to report Nasdaq's solid financial performance for the second quarter of 2018. We delivered strong organic revenue growth of 7% during the quarter with 8% across Market Technology, Information Services, and Corporate Services segment that make up the bulk of our recurring revenues and 6% in Market Services segment where the majority of the revenue is transactional. Undoubtedly, this organic growth reflects in part positive beta from healthy market and activity levels and the scale inherent in our business model. However, importantly, that our growth this quarter also reflects our clients' view of the Nasdaq value proposition and its ability to serve their evolving needs. We put ourselves in a position to deliver most effectively for our shareholders, when we help our clients succeed in new ways by solving new kinds of challenges they are facing. This includes our advancements and adaptations of our Market Technology offerings and our high-quality data index and analytics products. Equally important to our success this past quarter is that our core trading and Corporate Services businesses are operating with the resiliency, efficiency and profitability we need to support our strategic direction and are maximizing the opportunity presented by the favorable trading and new listing backdrop, with a 74% U.S. IPO win rate and our improving U.S. and Nordic equity trading market share as compared to the second quarter of 2017. Taking a step away from the second quarter result and the various factors that contributed, I would like to talk a bit about our efforts to improve and advance the positioning of the company to benefit our clients, shareholders and other stakeholders over the longer term. We're building for Nasdaq's future as we execute our strategic repositioning of the company and continue to make the investments that we believe will advance key capabilities of our business to fully realize our potential as a capital markets technology and analytics provider, while maintaining our core strength running world-leading marketplaces. First, in terms of our strategic repositioning, a significant early step occurred in mid-April when we completed the sale of our Public Relations Solutions and Digital Media Services businesses to West Corp. This enabled us to shift more resources, people and capital to areas we've identified as growth opportunities across company. It also allows us to focus our ongoing efforts within Corporate Services on the strategic C-suite solutions in the areas of Investor Relations, board collaboration and governance that are most critical to our corporate clients. Meanwhile our late 2017 acquisition of eVestment is continuing to perform at strong levels with $24 million in second quarter revenues, excluding the non-cash temporary impact of the purchase price adjustment on deferred revenues. While still early in our plan to maximize the capabilities and synergies that led us to acquire eVestment, the team's achievement of mid-teens organic growth in the first nine months is very encouraging. In terms of organic investment, we continue to be a leader in our industry with regard to incorporating new technologies across our businesses, driving product innovation in a variety of areas. This includes our work to develop and deploy our next generation Market Technology platform, the Nasdaq Financial Framework. Our work to enhance our SMARTS Surveillance technology for all of our clients and to extend it to new customer groups, in particular, the buy side, the expansion in the number of offerings in our analytics hub and building new data and analytics functionality into our flagship, Investor Relations platform Nasdaq IR Insight. Let me address in more detail the investments and developments in our Market Technology business where we're investing, in particular, transformational strategies. In June, I was fortunate to address over 100 delegates from the global exchange industry at our biannual and largest ever Technology Of The Future Conference in Stockholm [Technical Difficulty] (00:05:37 – 00:08:23)
Operator:
You may resume your conference.
Adena T. Friedman - Nasdaq, Inc.:
Well, sorry about that. So I'm going to continue. I believe that I was talking about our Technology of the Future Conference in Stockholm, so I'm going to continue our remarks from there. So in terms of the conference, the feedback from our clients and prospects coupled with our success in attracting new clients confirms our conviction that we're executing against sizable opportunities with a thoughtful and strategic approach. From our legacy clients looking to upgrade and expand their technology, to new clients from within and outside of the traditional capital markets industry, our story, strategy, technology roadmap, and products are resonating. Second quarter new order intake was strong, contributing to a first half 2018 total of $109 million, up 18% year-over-year. 2Q wins in the second quarter were especially encouraging, one from the National Stock Exchange of India, or NSE, and the second with the Swiss Exchange. The agreement with NSE, by far, the largest exchange in India, is one of the largest exchanges in the world by volume, is to replace its clearing and settlement solutions with architecture using the Nasdaq Financial Framework to allow clearing and settlement of all asset classes in one system, as well as a partnership to explore opportunities across several business areas between both companies. This agreement marks the first time that NSE has relied upon any technology providers outside of India to support their key business operations. The Swiss Exchange, a long-term trading platform client and a major international market operator, has expanded their relationship with us into their post-trade business. They will leverage Nasdaq's clearing and risk management technology via the Nasdaq Financial Framework to clear pan-European equities and Nordic derivatives. I've also talked about our efforts to bring our expertise in Market Technology to benefit enterprises outside of traditional financial markets. And while still early days, we're seeing encouraging progress. Since we went public with this strategy and what we can deliver, we have discussed opportunities with dozens of organizations and what we're learning through this process is helping us focus our efforts on industries where we believe that we will have the largest initial impact. One of these areas is the cryptocurrency space where we currently have five signed clients deploying to various degrees our transaction matching, surveillance and clearing technology. While our new client wins across our Market Technology business will be reflected in future periods as we move forward with the implementations, the revenue dynamics in the second quarter were also encouraging. We saw strong organic revenue growth in the quarter with gains in each of the product areas, especially strong growth in our SaaS surveillance business and quarter-over-quarter improvement in our operating margin. Year-to-date organic revenue growth rose to 10% in line with our longer term outlook. Now, let's turn to the specific highlights from our other businesses. I'm incredibly pleased to report that Nasdaq continued to deliver solid organic growth across each and every segment of our business. And I want to recognize some of the most interesting dynamics behind those results. In our Information Services segment, we delivered strong growth due to contributions from our Market Data, Index and Investment Data and Analytics businesses. I've already mentioned that eVestment continues to perform well against our expectations. But we've also seen strong growth in assets under management of ETPs licensed to Nasdaq indices with an increase of $40 billion or 24% year-over-year. Such growth goes well beyond the beta impact of higher markets, a testament to the attractive products we've worked with our partners to develop and grow over the years. Over 40% of the AUM growth year-over-year is from inflows into a diverse set of products, including those tracking the Nasdaq 100, the Dividend Achievers suite, and Nasdaq Dorsey Wright strategies. Our mix of smart beta or outcome-oriented indices represents 42% of our AUM at June 30. And along with our flagship Nasdaq branded indexes have generated a very strong and healthy growth in assets under management. We're also pleased to see how our newer ETPs have done to contribute to growth in the business, specifically ETPs that we've created over the last three years using Nasdaq indices now represent $30 billion in AUM, a meaningful contributor to overall AUM in the business. Our exchange data revenues also continued to grow, highlighted by strong global sales and additional usage of Nasdaq Basic and Last Sale as well as our continued work with our clients to ensure that they're properly reporting their current data usage. Turning to our Corporate Services segment, Nasdaq led U.S. exchanges for IPOs in the second quarter with a 74% win rate. Specific highlights from the second quarter include IPO wins of DocuSign, Carbon Black, GreenSky and Uxin, and exchange listing switches from New York Stock Exchange by Avnet, E.W. Scripps and Extended Stay America, representing a total of $10 billion in market cap switched in the quarter. Meanwhile, in our Nordic markets, we continued to attract new companies and deliver strong growth in a number of listing. During the second quarter, the number of listed companies on our Nordic exchanges surpassed 1,000 for the first time and rose 7% year-over-year. A significant driver for many of our new listings is the innovation we're delivering in our Corporate Solutions products and services. They deliver critical capabilities and insights that are especially valuable as the company prepares to go public, but are also an important component of how we're serving our broader client base of corporates globally, including those already listed on the public markets as well as those that are privately held. We've delivered new modules to our IR services this year with passiveIQ, new ESG-oriented insight offerings, and other intelligence products that help companies navigate the shifting focus from investment managers. Finally, Market Services delivered revenue growth across the segment, benefiting from improved market share in U.S. and Nordic equities, generally stable capture dynamics, and revenue benefits at NFX as we have shifted certain economics to better support improved market quality. Lastly, I want to spend a few final minutes on the current regulatory environment. We remain very aware of our responsibility to continue thoughtful stewardship of the way our markets operate and the role they play supporting healthy economies. Thus far, in 2018, we're having a successful year in terms of U.S. IPOs, but we're still 35% below the number of publicly-listed companies we had 25 years ago. And despite markets recently setting all-time highs, the level of new listings that we've seen concurrent with that is well below what was experienced during the strongest phases of past expansions. During the quarter, we recognized the one year anniversary of our publication of Nasdaq's blueprint for market reform, an early but very public milestone in our revitalized campaign, focusing on an holistic approach towards making the capital markets more appealing for listed companies. This blueprint included a number of suggestions for regulatory and other reforms that we felt strongly would make public markets more attractive for innovative, growth-oriented companies, create visible and accessible investment options for all investors and help ensure that the U.S. capital markets remain the deepest, most liquid markets in the world. A year later, as I talk to you today, we see signs of progress that are very encouraging. For example, the House of Representatives passed JOBS Act 3.0 by 406 to 4 bipartisan vote that advances many aspects of the blueprints agenda. Importantly, part of this legislation allows for the SEC registration of venture exchanges that would allow many issuers to choose to trade in an environment with consolidated liquidity in order to reduce volatility and improve the overall market company trading experience. While there is significant work ahead for this legislation to clear at the Senate, we are encouraged by the strong bipartisan support in the House. Also in the context of regulatory initiatives, we've seen the SEC affirm how important transparency is to well-functioning markets. The new transparency requirements for ATS' more closely align lit versus dark disclosure requirements. Additionally, Nasdaq applauds the SEC for hosting a roundtable on thinly-traded securities consistent with our revitalize agenda. And we appreciated the opportunity to participate and represent Nasdaq issuers. Nasdaq separately continue to discuss the need to support thinly-traded exchange traded products. On the other hand, there is one SEC initiative that may be inconsistent with the revitalize agenda that propose access fee pilot. We have fundamental concerns about the impact the initiative could have on market quality, with particular negative impact on smaller companies where there is a broad agreement that there is a special need to improve, not hamper liquidity and where market makers today play a vital role in providing that liquidity. Fortunately, the SEC's processes encourage feedback and debate. And, so we've weighed in on behalf of our clients including our listed companies and we have considered the long-term economic interest of the U.S. through our detailed comment letter to the SEC which we encourage you to read alongside corporates and other market participants who've voiced their concerns. We will continue to argue vigorously for our issuers and in the best interests of investors. As I wrap up, let me summarize by saying that the second quarter produced strong results for Nasdaq, particularly regarding our organic revenue growth. We're making solid progress against our 2018 execution priorities and we look to build on that momentum going into the second half of the year as we continue working hard on behalf of our clients to make the most of the dynamic market environment. Our investments in our strategic pivot are proceeding and performing well and we look forward to keeping you apprised and how we will deliver on those large opportunities that we see ahead of us. With that, I'll turn it over to Michael for a few to review the financial detail.
Michael Ptasznik - Nasdaq, Inc.:
Thank you, Adena and good morning everyone. My commentary will primarily focus on our non-GAAP results and all comparisons will be to the prior year period unless otherwise noted. Reconciliations of U.S. GAAP to non-GAAP results can be found in attachments to our press release and in the presentation that's available on our website at ir.nasdaq.com. I'll start by reviewing second quarter revenue performance as shown on page 3 of the presentation and organic growth on pages 4 and 14. The 3% or $19 million increase in reported net revenue of $650 million consisted of organic growth of $40 million including 8% organic growth in the non-trading segments and 6% organic growth in Market Services. A $6 million favorable impact from changes in foreign exchange rates and a net $27 million negative impact from the combination of the divestiture of the Public Relations Solutions and Digital Media Services businesses, which had a negative $44 million impact on the GAAP revenue comparison and the inclusion of $17 million of revenues from the acquisition of eVestment. I'd note here that the eVestment revenue recognized in the quarter of $24 million was reduced by 7% million related to the purchase price adjustment on deferred revenue associated with the closing of the transaction. I will now review quarterly highlights within each of our reporting segments. I will start with Information Services which is reflected on pages 5 and 14 saw a $31 million or a 22% increase in revenue, consisting of $12 million or 8% organic growth. The growth was primarily the result of index revenues which were up 16% in the second quarter of 2013, Market Data revenues which increased 9%, and the aforementioned $17 million net revenues from the acquisition of eVestment. Regarding the remaining deferred revenue adjustment, the impact should reduce to about $4 million in the third quarter of 2018 and $1 million in the fourth quarter of 2018. Market Technology revenue, as shown on pages 6 and 14, increased $8 million or 14%. The increase primarily reflects higher delivery and support revenues and higher Software-as-a-Service revenues with the latter growing 21% year-over-year. In the second quarter, the operating income margin for Market Technology was 14%, up from an unusually low level in the first quarter of 2018 but below the 24% in the year-ago quarter. We said last year that we expect the 2018 year-to-date and eventually full-year margin to develop positively as the year progresses and we continue to expect that. As we mentioned on the last quarterly call and during Investor Day, on a year-over-year basis we are seeing the impact of investments we are making to upgrade our technology for the next generation Nasdaq Financial Framework. Therefore, we expect lower margins in 2018 and 2019 versus the 20% to 25% level seen in 2016 to 2017. But over the medium term, we expect to unlock both higher revenue and higher margin potential in the business as we move more clients to the managed solutions model. Turning to Corporate Services on pages 7 and 14, revenues increased $9 million or 7%. In our Listings business, revenues were up $7 million or 11% primarily due to higher U.S. Listings revenue from the all-inclusive offering becoming effective for all U.S. issuers on January 1, 2018. For the Corporate Solutions business, revenues increased $2 million or 4%, primarily due to organic growth in board and leadership product, as well as favorable change in foreign exchange rates. The Corporate Services operating margin was 28% versus 30% in the prior year period. The decrease primarily reflects the overhead costs related to the divestiture that we expect to eliminate over the 12 months from the close of the transaction. Market Services net revenues on pages 8 and 14 saw a $15 million or 7% increase including a $13 million organic increase and a $2 million positive impact from changes in foreign exchange. Market Services operating income margin totaled 57%, up 2 percentage points from the prior year period. Turning to pages 9 and 14 to review expenses. Second quarter non-GAAP operating expenses increased $14 million to $325 million with a $20 million expense increase from acquisitions, a $16 million organic increase and a $4 million unfavorable impact from changes in foreign exchange rates, partially offset by a $26 million decrease due to the divestiture of the Public Relations Solutions and Digital Media Services businesses. Turning to the year-to-date period. Our 5% to 6% organic expense increase in the first six months of 2018 reflects increased spending on new initiatives as well as higher compensation expense. The higher compensation costs included the impact of higher incentive compensation driven by especially strong organic growth performance. To put this in perspective, our 8% year-to-date organic revenue growth reflects a 9% increase in our non-transactional segments and an 8% increase in our Market Services segment. Turning to slide 10. We're raising the low end of our full year 2018 non-GAAP operating expense guidance by $15 million to a revised range of $1.31 billion to $1.335 billion. The increase of the bottom end of the range reflects principally the impact of the aforementioned higher variable compensation associated with the company's strong organic revenue performance. As we've indicated previously, while we expect expense growth to average about 3% over the medium term, it will vary in periods of higher or lower revenue growth. Moving to operating profit and margins. Non-GAAP operating income on an organic basis increased 8% year-over-year but when including the acquisition inclusive of the purchase price adjustment on deferred revenue, as well as the divestiture during the period, total operating income increased 2%. The corporate actions we undertook limited the year-over-year change and reflects the $7 million non-cash impact from the eVestment purchase price adjustment on deferred revenue and approximately $7 million to $8 million in overhead costs that have been allocated to the divested business. As we have stated previously, the purchase-related deferred revenue adjustments will be complete by the end of the year and we have specific plans to eliminate the overhead costs over the 12-month period post divestiture or by the end of Q1 2019. The non-GAAP operating margin totaled 47%, down 1 percentage point versus the prior year period, with a 2 percentage point impact to margin from the above mentioned items. Moving forward, both of these headwinds will be significantly behind us as we think about 2019 and beyond. Net interest expense was $35 million in the second quarter of 2018, an increase of $1 million versus the prior year period, primarily due to debt issued in connection with the eVestment acquisition. Other investment income totaled $8 million due to in part an outsized $7 million dividend received on an equity security. The non-GAAP effective tax rate for the second quarter of 2018 was 26.1%. For the full year 2018 our non-GAAP tax rate guidance is a range of 24.5% to 26.5%. Non-GAAP net income attributable to Nasdaq for the second quarter of 2018 was $198 million or $1.18 per diluted share compared to $170 million or $1.01 per diluted share in the prior year period. The change in the tax rate associated with the Tax Cut and Jobs Acts drove a $0.12 increase in diluted EPS year-over-year. Turning to capital on slide 11, debt decreased by $268 million versus Q1 2018, primarily due to $193 million net debt repayment and a $76 million decrease in Eurobond book values caused by a weaker euro. Our total debt-to-EBITDA ratio ended the period at 3.1 times versus 3.2 times at the first quarter of 2018. As mentioned previously, we continue to plan to delever to a mid-2 times leverage ratio by mid-2019. Share repurchases in the second quarter totaled $241 million as we returned a significant amount of the after-tax proceeds from the divestiture in the period. Together with dividend payments we returned $476 million to shareholders through the first six months of 2018. In the first half of 2018, we executed the majority of the repurchase planned to both fulfill the ongoing commitment to offset the impact of issuances of shares for employee compensation and other purposes and in the interest of maintaining a flat share count as well as those repurchases designed to return the proceeds of our divestiture to shareholders. As we enter Q3, we continue to have some additional authority against those two objectives, but we expect the pace of repurchases to diminish to more moderate levels in the second half of the year. We intend to continue to use our capital to optimize returns to shareholders through focused investment in organic growth and opportunities, carefully considered M&A, and continuing to grow the dividend as earnings and cash flow increase. Thank you for your time, and I'll turn it back to the operator now for the Q&A session.
Operator:
Thank you. Our first question comes from Rich Repetto with Sandler O'Neill. Your line is open.
Richard Henry Repetto - Sandler O'Neill & Partners LP:
Yeah. Good morning, Adena. Good morning, Michael.
Adena T. Friedman - Nasdaq, Inc.:
Rich, how are you?
Richard Henry Repetto - Sandler O'Neill & Partners LP:
I'm doing fine. So, the first question I hate to use a question on this, but it is this $8 million of investment income that you'd talked about briefly, Michael, that did have an impact on EPS this quarter. I'm just trying to understand what was it from an equity – I didn't quite catch what it came from and I guess it's a one-time thing I assume?
Michael Ptasznik - Nasdaq, Inc.:
Yeah. Well, it wasn't necessarily a one-time thing but we do typically get some dividends from our equity-based investments. This was an outsized one. So, normally we get a couple of million dollars or so on an annual or a quarterly basis. But there's about $7 million I would say that was unusual for this period that was a special dividend that we received in the quarter. So, that was what that difference was.
Richard Henry Repetto - Sandler O'Neill & Partners LP:
Got it. Okay. Thank you. And then, I guess I'll take a step back and ask a broader question, Adena. It seems like the strategic pivot in the strategy has been well accepted by the investment community and it seems like you're certainly executing as you divest the PR and the DMS business. So, I guess the question is are there any updates on it now? Are there audibles, is it pure just executing on that plan now or after seeing what the business looks like and how it's performing and you're growing in all categories here, but are there any audibles, any updates compared to the initial plan that you announced almost a year ago?
Adena T. Friedman - Nasdaq, Inc.:
Yeah. So it's great question. So we are definitely in execution mode right now against the strategy that we communicated back in the fall, and we kind of highlighted at Investor Day. However, we are always looking at assessing all of our businesses, making sure they're performing to the level that we would expect them to perform at, making sure that we're looking at our investments and our new initiatives, and making sure that they're also driving to the results that we ultimately expect from them. And we will continue to reassess that on a regular basis. Now, every year we do have a strategy session with our board and we have a strategy session with management, and those are good opportunities for us to continue to refine our execution plan and continue to define our strategy. So that's a regular part of our playbook at this point, Rich. But right now, we're really focused on execution against what we communicated over the last nine months.
Richard Henry Repetto - Sandler O'Neill & Partners LP:
Got it. Thank you for the updates.
Adena T. Friedman - Nasdaq, Inc.:
Sure. Thank you.
Operator:
Our next question comes from Michael Carrier with Bank of America Merrill Lynch. Your line is open.
Michael Carrier - Bank of America Merrill Lynch:
All right. Thanks a lot. Adena, maybe one for you, just again on the organic growth. Things are kind of coming in much better than maybe expected than the historical rates and you mentioned some of that, you get the market backdrop maybe on the transaction side. But on the non-transaction side, like where are the areas that maybe are maybe surpassing your expectations? Are you seeing better interest from the client base in terms of acceptance of some of the changes that you're putting in place?
Adena T. Friedman - Nasdaq, Inc.:
Yeah. I think that it's really been – well, I could say there are kind of two areas where I would point to the market backdrop being a helpful tailwind in the non-transaction businesses. One is certainly in our AUM growth, although frankly a lot of our AUM growth is coming from TSO, meaning people are actually putting in flows into ETPs derived from our indexes. So it's not just market value improvement but it really is interest in investing in those strategies. But that is helpful – helped by a healthy market environment. I think the other thing is just the IPO environment is very healthy. And obviously, our win rate is our effort. The fact that we have had more IPOs this year than we've had in prior years is a testament to also the market backdrop. So I would say both of those things have been really positive for us and it's really a combination of our efforts and the positive environment and taking advantage of that positive environment. I think in the Market Technology business, to be honest with you, I have to be very blunt, I'm not surprised by our success, but I'm extremely pleased with our success. I think that we work incredibly hard for our customers. These two deals that we announced this quarter, in particular, were years in the making, right? So they're based on the back of longstanding relationships, based on the back of a lot of work that our team has done to prove ourselves as the right partner, and really based on the past that we have a technology today that will carry our clients into the future. So I'm not surprised by it, but I'm extremely pleased to see how many of our clients and new clients coming on to the platform as we continue to build out the Nasdaq Financial Framework.
Michael Carrier - Bank of America Merrill Lynch:
Okay, thanks. And, Michael, just real quick on the margin. So I know you're in this transition phase and you pointed out some of the items that I think you said weighed on the margin by 2%. So as we get into 2019, should we see like all else equal that lift or are there kind of the investments in the technology business that will continue to maybe mute that? I'm just trying to understand sort of that transition versus the investments when you're talking about mid-term margins versus short term.
Michael Ptasznik - Nasdaq, Inc.:
Yeah. So, the two key things that are weighing in the margin that reflects that 2% is the eVestment deferred revenue write down and the second piece is the overhead costs related to the sale of the business. And so, that's really where that's driving that 2%. We will continue to invest in the business and we did talk about that with respect to the Market Tech business. That is a multi-year program that we are investing in in the Nasdaq Financial Framework and some of the other areas that we're looking to build that out. But that the 2% was really related to those specific items. Obviously, the intention is that as we look to continue to grow the revenue towards the medium term targets that we've identified and if we continue to see good volume in the transactional side of the business, then we should see that revenue growth exceed the expense growth and we talked about that during Investor Day. So, that would generate additional margin. And again, there's maybe certain segments where the margin is more muted as we did in some of that investment period. But over the medium term, we do look to continue to grow the margin of the business depending on the mix of business.
Michael Carrier - Bank of America Merrill Lynch:
All right. Thanks a lot.
Operator:
Our next question comes from Ben Herbert with Citi. Your line is open.
Ben Herbert - Citigroup Global Markets, Inc.:
Hi. Good morning. Thanks for taking the question.
Adena T. Friedman - Nasdaq, Inc.:
Sure. Just wanted to follow up on the Market Tech side and the investment cycle. I guess looking into 2019 we kind of expect a low to mid 20s margin as the ceiling there. But as you look beyond that into 2020, can we expect to see the bulk of that investment phase behind us and margin uptake there?
Adena T. Friedman - Nasdaq, Inc.:
Sure. So, we've said in the past we did try to communicate this at Investor Day too that we do have this year – a couple of years of significant investment in the business. And we do expect that. On the back of that, we will – and based on the growth rate in that business that we hope to sustain over the long-term that we should start to show the ability for that business to scale over time. Now, we're not giving guidance or outlook related to specific segment margins because we are one business and we want to make sure we're investing appropriately across the business. But we do anticipate and we did communicate at Investor Day that the scalability of that business should improve as we get through an investment phase that's relatively significant. At the same time, we'll always be looking to make sure we're making enhancements and we're serving our customers. And we have deliveries and other things that have some temporary impacts on margins. But we definitely think that the scalability should improve as we get past this particular investment period.
Ben Herbert - Citigroup Global Markets, Inc.:
Thanks. And then maybe just a quick follow-up would be on eVestment and could you talk about some of the cross-sell and is that driving a lot of the success there either, and then also cross-sell into the prior existing eVestment customer base?
Adena T. Friedman - Nasdaq, Inc.:
Sure. Well, I think that we're very early days on the cross-selling. So the main impact of the business so far has really just been the growth and expansion of the business as we bought it. So it's been – it's a great company. The products that they offer their clients are very high value. The clients are continuing to buy more from the company. They're expanding into Europe and Asia and that's having success as well. And so really just the business itself is a high growth business, which is of course why it was very attractive to us to begin with. The cross-selling though is starting to happen but its early days, where the sales teams have gotten together, they've been looking at their joint pipeline. We've been looking at and we've had some very specific wins there but it's not a huge contributor to the revenue growth at this stage. That's definitely longer and coming.
Ben Herbert - Citigroup Global Markets, Inc.:
Great. Thank you.
Operator:
Our next question comes from Alex Kramm with UBS. Your line is open.
Alex Kramm - UBS Securities LLC:
Hey. Good morning, everyone. I wanted to start on the index business. Adena, you highlighted the strong growth and big portion of smart beta here a couple of times I think in your prepared remarks. Just wondering on that business, in particular, I think that's a premium business for you in terms of pricing but there seems to be increased debate about smart beta pricing, in general, as that gets more, I guess, commoditized, if that's the right word to use. So maybe just a little bit of a highlight what you're seeing out there, if there's pricing pressure potentially coming or why that business differentiates itself to other smart beta offerings.
Adena T. Friedman - Nasdaq, Inc.:
Sure. Well, the first thing I would say is, as you know, the way that the contract work is you enter into an agreement with an ETP provider and you establish what the share of the revenue is going to be based on a certain fee per basis point, and that then sustains itself through the life of that partnership and the life of the product. But as we look at launching new product and we've gone out and worked with our clients to make sure that we're finding things that are interesting and unique in the marketplace, we continue to find our ability to charge appropriate rates. I wouldn't say that I don't consider them premium rates, but appropriate rates for the products that we're launching. And we're mindful of making sure that we are coming up with strategies that are different and differentiated so that we can get an appropriate benefit from that. So, we have not seen very significant compression. But it doesn't mean that we're also getting the rates that we got 10 years ago. I think that it's an evolving industry and we are very mindful and thoughtful on how we partner with our clients.
Alex Kramm - UBS Securities LLC:
Okay. Thank you. Helpful. And then just secondly real quick, with the CME NEX acquisition now a few months – well, still pending, but the announcement a few months behind us now. Just curious if on your Fixed Income business, you've had increased discussions with clients that you could share anything about. I think they are a little bit muted on their end because of takeover laws. But just wondering if you're having increased discussions with your clients of how this could benefit or work against you and how this is really being received.
Adena T. Friedman - Nasdaq, Inc.:
Sure. Well, the majority of the conversations we've been having with our clients in the Treasury business so far has really been about our re-platforming and the work we're doing to get them ready for the new platform, which obviously we believe will accrue to their benefit and ours because of the performance of the platform. So really we've been focused on that. But to the extent that the conversations turned to the overall landscape, I would say that they see that there's a lot of dynamic – there are dynamic moves going on. I think that they don't really have a lot of clarity as to what it's going to mean for them in terms of that particular merger. And our job is really to make sure that we make the most of the transition and the potential disruption to make it, so that we have – we put ourselves in the best competitive position possible. So that tends to be what we focus on. Part of that strategy is the announcements that we're launching the Treasury Futures later in the quarter because of the fact that we think that we have great pricing coming off of our Fixed Income platform that we can use as a benchmark. And we have real interest coming from the clients in a futures instrument and they really are excited about having that through an alternative. So we are looking forward to having that as part of what we offer in the Fixed Income space going forward.
Alex Kramm - UBS Securities LLC:
All right. Very good. Thank you.
Adena T. Friedman - Nasdaq, Inc.:
Thank you.
Operator:
Our next question comes from Brian Bedell with Deutsche Bank. Your line is open.
Brian Bedell - Deutsche Bank Securities, Inc.:
Great. Thanks very much. Adena, maybe just to focus back on some of your comments earlier on the progress in the Market Technology wins in the nonfinancial client areas. So, maybe just to go a little bit deeper in that, you gave us an example of the crypto clients I think that's relatively new since Investor Day. And then, also you mentioned the two agreements with India and the Swiss Exchange, maybe if you can talk about. I know those are futuristic, but if they're sizeable enough to create a material uplift in revenue versus sort of what we all have in our models?
Adena T. Friedman - Nasdaq, Inc.:
Well, I would say that they support the growth rate that we anticipated and we provided to you at Investor Day. So, that's kind of part of an example of why this is a higher growth part of our business is because we do see these types of opportunities clear and present and before us over the next several years as well. And I think – so you've kind of cut across three different things. One is having the National Stock Exchange of India, which I know all of you know is the largest exchange in India, they've never worked with a provider outside of India before. And so, that is a brand new client for us and I would say that's a good example where even in our core business we still have an opportunity to grow and expand our client base. The second one with the Swiss Exchange is kind of a good example of what I call the land and expand strategy where we develop a great partnership in one area and we're able to expand it to others. And those are – both of them are sizeable agreements. They'll take some time to implement but we now get to capture some of the revenue associated with that implementation as opposed to waiting until it's fully implemented. And we are excited about the fact that they support our growth. When you look into the non-financial markets or the non-traditional markets, the cryptocurrency space those are smaller opportunities because that space is still nascent and that exchanges aren't nearly as large as the ones I just mentioned but there are more of them, and there's more opportunity for us to demonstrate our capabilities across a broader range of exchanges there. And then, as we are just starting down the journey of saying, well, how is our technology relevant outside of the traditional markets. We are gaining a lot more intelligence on that as we've been engaging with in a lot of different industries. But there, I would say, it's still too early to be able to demonstrate or talk about a TAM or anything like that.
Brian Bedell - Deutsche Bank Securities, Inc.:
Okay. Yeah. Sounds consistent with the organic growth that you've telegraphed and then, if we just look at the near term, it sounds like the Swiss Exchange has a more near-term revenue benefit in maybe 2018, but India is more like a 2019.
Adena T. Friedman - Nasdaq, Inc.:
Well, they all will – both of the projects will kick off in 2018, but they'll take a little time for the revenue to start to demonstrate itself, and then recognize that during the delivery period the margins are lower because we've got the cost of delivery associated with the revenue, whereas once its live then you'll have basically – you don't have as much cost associated with that revenue. So that's kind of how the – so the profit off those deals will be more backdated.
Brian Bedell - Deutsche Bank Securities, Inc.:
Okay. Great. And then just going back the access fee pilot with the debate, just maybe your view of the timing of that as the SEC gathers all of the industry comments. If you have a view sort of when they may still kick this off or what do you think the odds if they still do it as initially proposed?
Adena T. Friedman - Nasdaq, Inc.:
So, we don't have any insight into either one of those questions. I think that they are – the comment period is kind of coming to a close and here is the initial comment period. They may choose to – they'll have to respond to the comments and understand how the access fee pilot operates within the construct of the comments. They may choose to amend it. They may choose to defer it. We don't really have any special insight into that right now. Obviously, we think that they – well, we obviously don't support the pilot in general. But were they to choose to address the comments into the construct of the pilot, we would say that it requires very material changes for it to be something that we believe is in the good, the best interest of issuers and investors. So we'll have to see. But we don't have any special insights into how they're going about their process there.
Brian Bedell - Deutsche Bank Securities, Inc.:
Yeah. No. Fair enough. Thank you.
Adena T. Friedman - Nasdaq, Inc.:
Thank you.
Operator:
Our next question comes from Kyle Voigt with KBW. Your line is open.
Kyle Voigt - Keefe, Bruyette & Woods, Inc.:
Hi. Good morning. Maybe I'll just try one more on that transaction fee pilot and then move to something else. But just in terms of just the potential impact to your business if it does goes through as currently proposed, I know you've argued and others in the industry have argued for many changes to that, so we'll see what happens. But if it does go through as proposed, I guess are you focusing on the potential for more volume shifting towards off-exchange trading as a potential risk, or is there something else that you're focused on as a business impact from the implementation of the pilot?
Adena T. Friedman - Nasdaq, Inc.:
Sure. Yeah. I would say that the first thing to mention just in general is if the rebate shifts down and the fee shifts down, then it usually goes in unison, so our net capture is likely not to be materially changed. But it does then have an impact of general liquidity in the markets across all venues, and the motivation that market makers have to commit their capital into the market. But then, also, the fact that the pilot as currently constructed only affects exchanges and doesn't affect ATS', which kind of creates this strange two-tiered system that would then have the potential to drive some of the flow off exchange. And so, I think that is probably the more material concern. But it is not something that we look at as being an overall material change to our revenue base. It's just that's the one area that we would say could have an impact and we've seen some of that in that Tick Pilot. So, you can see the Tick Pilot has had some impact in one of the tiers of moving some of the volume off exchange and again, it has not had a material impact on our financials. But it does impact price discovery and price formation and the things that we think are really important for the health of the markets and the ability for particularly small companies. And that's where we do think that the most impact will occur is in the small companies, not so much in the larger ones.
Kyle Voigt - Keefe, Bruyette & Woods, Inc.:
Okay. That's really helpful, thank you. And then just a follow-up I guess for Michael on the CapEx. Looks like you've been running the past few years I think in the $130 million to $145 million range and you did $45 million in the first half. And I know that ramped a bit from 1Q to 2Q, but just wondering if you expect some elevated spend in the back half of the year just to get closer to that historical range? Thanks.
Michael Ptasznik - Nasdaq, Inc.:
Yeah. That's correct, Kyle. We will be having increased spending in the back half of the year. Part of it on some of our real estate moves that we announced a while ago where we're moving to Times Square so there'll be some of that expense and some of the other capital investment behind our initiatives will also be occurring in the back half of the year. So, we expect to be closer to the range where we've historically been in that $130 million, $145 million range that you talked about.
Kyle Voigt - Keefe, Bruyette & Woods, Inc.:
Okay. Thank you.
Operator:
Thank you. Our next question comes from Alex Blostein with Goldman Sachs. Your line is open.
Alexander Blostein - Goldman Sachs & Co. LLC:
Hi. Good morning, everybody.
Michael Ptasznik - Nasdaq, Inc.:
Good morning.
Adena T. Friedman - Nasdaq, Inc.:
Hey, Alex.
Alexander Blostein - Goldman Sachs & Co. LLC:
Hey. A question for you guys. Just wondered if you could give an update on what's going on in the Corporate Solutions business. Revenues have been a little soft in the last couple of quarters after seeing I guess a little bit of recovery last year. So maybe just an update of kind of what's been driving the near-term decline over the last two quarters and what sort of the drivers you expect to see in this business from here?
Adena T. Friedman - Nasdaq, Inc.:
Sure. Well, the businesses that we've retained are growing, but it's a relatively low growth rate. I think that what we had told the investors at Investor Day is we would expect kind of a mid-single digits growth rate across our Corporate Solutions business. And I think that we're kind of at the lower end of that mid-single digit, so it's definitely showing some level of growth, but we definitely want to see it grow faster. So what are we doing to make sure that we are tuning our products and tuning our client relationships towards growth are a couple of things. One is concentrating the team, right? So having our ability to concentrate on those strategic products that we really believe are fundamental to the ability for companies to navigate the capital markets successfully has been the big focus and that has to do with the divestiture of the two businesses that went to West. And that allows the senior team as well as the sales team and everyone else to really just focus on what we're really good at. So that's going to take a little time to show through in terms of ability for us to ramp the growth. The second thing is making sure that our products are really addressing the clients' needs and that's why we've been launching new products into the IR Insight suite. So we have the passiveIQ which really helps companies understand and navigate their passive investors. We have something related to ESG investments. We have something related to activist investors, et cetera. So we're kind of growing the cadre of what we can offer to catalyze growth within IR. And then in the board and leadership tools, there we've been doing more work to segment our clients and make sure that we're starting to add content into those products in addition to workflows, so that it could become more relevant for specific client segments. And that's a little bit of product work that we need to do. But we believe that that will continue to catalyze growth. And that has been a grower for us all along. But we definitely want to see more growth in that business. We think there's a lot of greenfield opportunity there. So those are the things that we're focused on to catalyze more growth in the Corporate Solutions business.
Alexander Blostein - Goldman Sachs & Co. LLC:
Got it. Thanks. That's helpful. And then, Michael just a clean-up question for you. I think I heard you talk about overhead expenses still kind of running through the P&L and I think you mentioned they're going to phase out in Q1 of 2019. I'm just wondering how much of a drag has it sort of created on a quarterly run rate basis today, and when do you guys expect for that to phase out, sort of what would be the benefit?
Michael Ptasznik - Nasdaq, Inc.:
Yeah. So we had talked about there being about $40 million on an annual basis, $10 million a quarter roughly that's attributed to the Corporate Solutions business that will need to be eliminated over that period of time. And so, we talked this quarter there because it was a partial quarter, there was about $8 million or so. And so that's the amount that we'll need to continue to eliminate through next year.
Adena T. Friedman - Nasdaq, Inc.:
And we're seeing most of that show up in the Corporate Services P&L. Not all of it most of it though shows up in the Corporate Services P&L.
Michael Ptasznik - Nasdaq, Inc.:
Yeah. And that's why you can see there was growth overall in the Corporate Services earnings. There was about $9 million of growth but the bottom line didn't grow as much and that's because of that. Most of that is due to that overhead allocation now going back to the remaining businesses.
Alexander Blostein - Goldman Sachs & Co. LLC:
Got you. Yeah. And that's fully out by the end of 2019, right?
Michael Ptasznik - Nasdaq, Inc.:
Yeah. Should be out by the end of Q1 of 2019.
Alexander Blostein - Goldman Sachs & Co. LLC:
Q1. Got it. Great. Thanks.
Operator:
Our next question comes from Vincent Hung with Autonomous. Your line is open.
Vincent Hung - Autonomous Research US LP:
Hi. Just on index revenues, it looks like it was flat on last quarter and yet I think AUM increased 8%, is that because derivatives revenues were lower?
Adena T. Friedman - Nasdaq, Inc.:
That's a great point. Yes, the derivatives revenue was lower in the second quarter than it was in the first quarter because derivatives revenue was significantly – as we mentioned, was elevated in the first quarter. And generally, I think that – but generally speaking, I think that's also the average AUM versus quarter-end AUM is also a little bit different. So the average came up year-over-year. It was a little bit better quarter-over-quarter but the quarter-end AUM was quite elevated, and I think we mentioned it on in the prepared remarks. But I also think that it's – but I do think that the volume-driven revenue in the index business is probably the primary cause of it, not quarter – like Q1 to Q2 not having as much of an impact.
Vincent Hung - Autonomous Research US LP:
Got it. And on Market Data and Trade Management Services there's like a small $2 million sequential decline in both. Is that just driven by small lumpy items like lower audit collections?
Adena T. Friedman - Nasdaq, Inc.:
Yeah. On Market Data that that is definitely the impact actually, in particular. And then on the TMS business it has to do with the fact that in the first quarter you also had elevated volumes in the Trade Reporting Facility, but more volumes there than in the Q2. And then there also was some work that we did with MiFID. So a lot of clients were using our testing facility in the Nordics to support their MiFID testing and so that also is not recurring. So that they pay for that time but they don't – that wasn't recurring. So those two things have the exact impact that you just mentioned on the Trade Management solutions quarter-over-quarter change.
Vincent Hung - Autonomous Research US LP:
Great. Thanks.
Operator:
Thank you. And I'm currently showing no further questions at this time. I'd like to turn the call back over to Adena Friedman for closing remarks.
Adena T. Friedman - Nasdaq, Inc.:
Thank you very much. Thanks very much for your time today. We're pleased to see all of our businesses delivering strong top-line growth in the quarter and we intend to continue to be disciplined in how we manage our expenses while also capturing opportunity to drive, to sustain the long-term growth across our strategic areas. We are very pleased to see that our clients are reacting well to our value proposition as a premier U.S. Listings market, our ongoing commitment to our U.S. and Nordic markets through functionality to bring benefits to institutional buyside customers, our investments in the Nasdaq Financial Framework and our SMARTS Surveillance platform, in our Index franchise, and in our acquisition of eVestment. So, our focus and dedication to our global client base is through our global client base and we will continue to deepen those relationships and innovate across our key offerings in order to enhance our value to them in the months and years to come. So, thank you very much for your time today and we appreciate the questions. Have a great day.
Operator:
Ladies and gentlemen, this concludes today's conference. Thanks for your participation and have a wonderful day.
Executives:
Edward P. Ditmire - Nasdaq, Inc. Adena T. Friedman - Nasdaq, Inc. Michael Ptasznik - Nasdaq, Inc.
Analysts:
Richard Repetto - Sandler O'Neill & Partners LP Michael Carrier - Bank of America Merrill Lynch Alex Kramm - UBS Securities LLC Chris Allen - Rosenblatt Securities, Inc. Kyle Voigt - Keefe, Bruyette & Woods, Inc. Brian Bedell - Deutsche Bank Securities, Inc. Ben Herbert - Citigroup Global Markets, Inc. Christopher Harris - Wells Fargo Securities LLC Vincent Hung - Autonomous Research US LP Alexander Blostein - Goldman Sachs & Co. LLC Patrick J. O'Shaughnessy - Raymond James & Associates, Inc.
Operator:
Good day, ladies and gentlemen, and welcome to the Nasdaq's First Quarter 2018 Results Conference Call. At this time, all participants are in a listen-only mode. Later, there will be a question-and-answer session and instructions will follow at that time. As a reminder, this conference call is being recorded. I would now like to turn the conference over to Ed Ditmire, Vice President, Investor Relations. Sir, you may begin.
Edward P. Ditmire - Nasdaq, Inc.:
Good morning, everyone, and thank you for joining us today to discuss Nasdaq's first quarter 2018 financial results. On the line are Adena Friedman, our CEO; Michael Ptasznik, our CFO; Ed Knight, our Global Chief Legal and Policy Officer; and other members of the management team. After prepared remarks, we'll open up to Q&A. The press release and presentation are on our website. We intend to use the website as a means of disclosing material, non-public information and complying with disclosure obligations under SEC Regulation FD. I'd like to remind you that certain statements in this presentation and during Q&A may relate to future events and expectations, and as such constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. Information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press release and periodic reports filed with the SEC. I now will turn the call over to Adena.
Adena T. Friedman - Nasdaq, Inc.:
Thank you, Ed, and good morning, everyone. Thank you for joining us. I know many of you on the line today participated in our Investor Day at the end of March either in person or via webcast and I would like to thank you for your time and focus on the Nasdaq's story. If you haven't viewed the presentation, I encourage you to do so via our IR website. At the Investor Day, we talked about the changing world we and our customers operate in and the opportunities and challenges those changes create. We detailed our strategy and vision along with key initiatives and we talked about how we intend to measure our progress with special focus on the medium to long-term time horizon. So for today, I want to complement that by focusing on our current business performance, our progress on in 2018 execution priorities we set for ourselves, and lastly address the latest developments in the capital markets. I'm pleased to report Nasdaq's strong financial performance for the first quarter of 2018. We achieved record revenues and strong organic growth in the first quarter, driven by an acceleration in the growth of our subscription and recurring revenues as well as record revenues in our trading business, as we capitalize on improving industry volumes through the breadth and diversity of our leading marketplaces in combination with strong market share and stable pricing in many of our markets. Meanwhile, our bottom line results confirm that our financial model is performing at a high level by capitalizing on our revenue growth to deliver strong record earnings and EPS growth. We also continue to invest meaningfully, while growing our dividends and delivering strong total shareholder returns. In January, we laid out three execution priorities for 2018, which were
Michael Ptasznik - Nasdaq, Inc.:
Thank you, Adena, and good morning everyone. My commentary will primarily focus on our non-GAAP results and all comparisons will be to the prior-year period unless otherwise noted. Reconciliations of U.S. GAAP to non-GAAP results can be found in the attachments to our press release and in the presentation that's available on our website at ir.nasdaq.com. I will start by reviewing first quarter revenue performance as shown on page 3 of the presentation and organic growth on pages 4 and 16. The 15% or $85 million increase in reported net revenue of $666 million consisted of organic growth of $55 million, including 8% organic growth in the non-trading segments and 11% organic growth in Market Services, a $17 million favorable impact from changes in foreign exchange rates and a $13 million impact from acquisitions, net of an $11 million purchase price adjustment on deferred revenue associated with the closing of the eVestment acquisition. I will now review quarterly highlights within each of the reporting segments. I'll start with Information Services, which as reflected on pages 5 and 16, saw a $36 million or a 26% increase in revenue, including $19 million or 14% organic growth. Index licensing and services revenues were up 37% in the first quarter of 2018, primarily due to higher assets under management and exchange traded products linked to Nasdaq indexes and higher licensing revenues from increased futures volumes for the Nasdaq 100 Index. Data product revenues increased 23% due to the inclusion of revenues from our acquisition of eVestment, net of the $11 million deferred revenue purchase price adjustment, organic growth in tape and proprietary products as well as favorable impact of foreign exchange rates. Market Technology revenue as shown on pages 6 and 16 increased $5 million or 8% with organic growth totaling $3 million or 5%. The period end backlog finished at $735 million, an increase of 4% from the prior-year quarter. In the first quarter, the operating income margin for Market Technology was 1% down from 17% in the prior-year period. This is due to three factors. One, elevated volume of new deliveries, which is important because under the new revenue recognition accounting, margins from the initial deployment phase are much lower than the ongoing support base. Two, the impact of higher variable compensation related to the company's especially strong revenue and income performance during the period. And three, as we noted at Investor Day, we're seeing the impact of investments we're making to upgrade our technology for the next-generation Nasdaq Financial Framework and to enhance and grow our surveillance offering. These investments are consistent with our longer-term strategy of evolving Market Technology from the bespoke software vendor to a more scalable managed solution provider model. Turning to Corporate Services on pages 7 and 16, revenues increased $12 million or 8%. In our Listings business, revenues were up $7 million, or 11% primarily due to higher U.S. Listings revenue from an all-inclusive offerings becoming effective for all U.S. issuers on January 1, 2018, as well as the favorable change in foreign exchange rates. For the Corporate Solutions business, revenues increased $5 million or 5% due to organic growth in public relations and board and leadership products as well as a favorable change in foreign exchange rates. The Corporate Services operating margin was 30% versus 27% in the prior-year period, with operating income increasing 21% reflecting increasing efficiencies and achievement of synergies. Market Services net revenues on pages 8 and 16, saw a $32 million or 15% increase, including a $25 million organic increase which is due to higher net revenues across all product groups and a $7 million positive impact from changes in foreign exchange. Market Services operating income margins totaled 59%, up 4 percentage points from the prior-year period and operating income increased by 24%. Turning to pages 9 and 16 to review expenses. Non-GAAP operating expenses increased $47 million to $353 million with a $90 million expense increase from acquisitions and $18 million organic increase and a $10 million unfavorable impact from changes in foreign exchange rates. As noted during Investor Day, we'll continue to be disciplined with respect to expense management. Our expenses include variable compensation and as was the case in the first quarter periods with especially strong organic growth will entail a higher level of these expenses. Turning to slide 10, we are reducing our 2018 non-GAAP operating expense guidance to $1,295 million to $1,335 million to primarily reflect the closing of our divestiture of the Public Relations Solutions and Digital Media Services businesses. Moving to operating profit and margins, non-GAAP operating income increased 14% in the first quarter of 2018 and the non-GAAP operating margin totaled 47%, unchanged versus the prior-year period. The unchanged operating margin reflects expansion in the core business being offset by the impact of the eVestment acquisition, whose profitability is temporarily impaired by the purchase price adjustment on deferred revenues, as well as compensation and other expenses associated with our acquisition. Net interest expense was $36 million, an increase of $1 million versus the prior-year period, primarily due to debt issued in connection with the eVestment acquisition. The non-GAAP effective tax rate for the first quarter of 2018 was 25%. For the full-year 2018, our non-GAAP tax rate guidance is in a range of 24.5% to 26.5%. Non-GAAP net income attributable to Nasdaq was $209 million or $1.24 per diluted share compared to $162 million or $0.95 per diluted share in the prior-year period. The change in the tax rate associated with the Tax Cuts & Jobs Act drove a $0.14 increase in diluted EPS year-over-year. Turning to slide 11, let me take a moment to discuss the changes we're making to our segment reporting as we previewed our Investor Day, which will be reflected in our results beginning in the second quarter of 2018. We are moving the BWise corporate enterprise risk management business from Market Technology to Corporate Services. We are re-categorizing the Information Services segment to show revenue for market data index, which includes licensing and data and investment data and analytics. And we are moving the divested Public Relations Solutions and Digital Media Services businesses from Corporate Services to the Corporate Items segment for historical periods, with the allocated overhead expenses that we intend to eliminate over the following 12 month period reflected in the Corporate Services segment results. On slide 12, we provide a recast of historical quarterly financial information as a result of the changes I just discussed. Turning to capital, debt decreased by $92 million versus 4Q 2017, primarily due to $133 million net debt repayment partially offset by $40 million increase in Eurobond book values caused by stronger euro. Share repurchases in the first quarter totaled $99 million together with dividend payments we returned $162 million to shareholders during the period representing 78% of our non-GAAP net income in the period and somewhat above the percentage of cap returned during 2017 due to the timing of our equity buyback program. As of March 31, 2018 there was $627 million remaining under the board authorized share repurchase program. As we previously indicated, in addition to continuing our regular stock buyback activity with an intention of maintaining a stable share count, we anticipate using after-tax net proceeds of the sale of the divested businesses to repurchase additional shares to largely offset the EPS impact of the elimination of annualized net income associated with the divested businesses. With that, I thank you for your time and I'll turn it back over to the operator for the Q&A.
Operator:
Thank you. Our first question comes from Rich Repetto with Sandler O'Neill. You may begin.
Richard Repetto - Sandler O'Neill & Partners LP:
Yeah. Good morning, Adena. Good morning, Michael. And congrats on the strong quarter here.
Adena T. Friedman - Nasdaq, Inc.:
Thank you.
Richard Repetto - Sandler O'Neill & Partners LP:
So, I guess, the first question is on Information Services, very strong quarter and just trying to understand as your model has had the jump just from quarter-over-quarter was $18 million, and we know we had eVestment for a couple of months in the prior quarter. So, I guess, can you walk through sort of where the increases came from, some portion was from eVestment, but where the other increases came from I think would be helpful here.
Adena T. Friedman - Nasdaq, Inc.:
Sure. Sure. Well, if we look at organic growth, organic growth for our Information Services business in the quarter was 14%, which is very strong. And if we break it down between our index business and our data revenues business, the index business was up 37%, which really reflected higher assets in our licensed ETPs, but also reflected higher volume based on the licensing fees on the Nasdaq 100 Future. So, we had both high volumes in the Nasdaq 100 Future and really strong inflows into our ETPs. And if you also had recognized that this is compared to the first quarter of last year, so you also have the market performance over the last year reflected in the AUM as well. And then if you turn over to the data products revenues, it's a 7% organic increase and that really is kind of growth across both our tape and our proprietary data and about 2% of that was due to higher recognition of like unreported usage from prior periods. So, basically we've got some of that catch up from prior periods and then on the rest of that is just strong demand for our data products and continued growth there. So, if I look at it on average, we've given out our medium term outlook of 5% to 8% growth in our Information Services business on an organic basis and I think that we continue to ascribe to that over a longer period of time. But there will be periods – shorter periods where we might be above or below that and obviously this quarter we're above that.
Richard Repetto - Sandler O'Neill & Partners LP:
Okay. And I guess I was looking at it more quarter-over-quarter, but that helps, Adena. I guess, the other question and we'll call this related, but Market Technology, we've had some restatements – some accounting restatements, the revenue recognition as well as things BWise moving out. And I guess maybe when it comes to the end, a little bit better indication of the margins given this new twice sort of restated Market Technology revenue that we're looking at as the baseline?
Adena T. Friedman - Nasdaq, Inc.:
Yeah. So just as a reminder, BWise will come out starting in the second quarter. So the first quarter results do include the BWise revenues and the margin there. But I would say that the margin in Market Tech for the first quarter really if we look at kind of the increased costs year-over-year, on an FX neutral basis it was about $11 million and it's really kind of split three ways. One is just from this elevated development and delivery activities from recently signed contracts. And that is a difference because the revenue recognition rules have changed now. And whereas before we wouldn't recognize any revenues or expenses associated with delivery projects until they were delivered, now we start to recognize and as we deliver. But the delivery profitability, the profitability on delivery is much lower than the ongoing maintenance and support revenues once the client is fully delivered. And we have a lot of deliveries underway right now. So, we are in a period of higher deliveries as we come into 2018 and that will continue through, I would say, most of 2018, just in terms of the delivery projects we have underway. The second thing is from the R&D initiative and that's most notably, so they've got higher expenses there, higher expenses from R&D. And that's most notably the Nasdaq Financial Framework as well as the continued growth in our SMARTS buy-side initiative that we have, where we continue to kind of grow out that business. And that's a big R&D initiative for us in addition to the Nasdaq Financial Framework. And then the last thing is really higher comp, but that's related to kind of the overall company. So, as we have a particularly strong quarter or strong performance at the top line, as you know, we do have variable compensation and what we do as we start to accrue for, higher expected variable comp associated with really strong performance and that has across all of our employees, but obviously the Market Tech business is impacted by that as is everywhere else. So, those are the three reasons why the expenses are up a little bit more than you've seen in prior periods. And I would say also as we said, we do believe that the Market Tech revenue will continue to progress as we go through the year and we will. And so therefore, we should have stronger margins developing as we go through the year.
Richard Repetto - Sandler O'Neill & Partners LP:
Understood. Thank you for the help, Adena. Thanks.
Adena T. Friedman - Nasdaq, Inc.:
Yeah. Thank you.
Operator:
Thank you. Our next question comes from Michael Carrier of Bank of America Merrill Lynch. You may begin.
Michael Carrier - Bank of America Merrill Lynch:
All right. Thanks a lot.
Adena T. Friedman - Nasdaq, Inc.:
Hey, Mike.
Michael Carrier - Bank of America Merrill Lynch:
Maybe – hi, just, maybe a first question, just on the Corporate Services business, similar to the comment on the Information Services, like sequentially it seemed like there was more strength both in the Listings and in Corporate Solutions. So, I don't know if you can give, any color on – if there is anything unusual. I know you mentioned some of the wins on the Listings side. But in either of those, there was anything unusual in the quarter? And then on the Corporate Solutions, just when we think about the drop going forward with the sale of the business, just anything that has changed in terms of maybe the revenues that we should be thinking that will be going away with the new expense guidance?
Adena T. Friedman - Nasdaq, Inc.:
Sure. So, in terms of the Corporate Services business overall, there is nothing unusual in the quarter. So, it is good, strong, organic growth. And I think that the one thing that there is a little bit of help from FX, but nothing significant there; but generally speaking, it is just strong organic growth, in terms of the impact of the pricing changes that we've been introducing over the last three years is kind of fully formed at this point. Then on top of that, we have had strong IPO environment as we've launched into the year and a decent one last year as well. And then the Nordic market, as we calculate listing fees on the Nordic market, it's calculated on the market cap. So, the strong performance of the markets last year then deliver the ability for us to have a look at more revenue as we come into this year on the Nordic listings. And then I think that on Corporate Services, we have been executing well in the businesses that we're in. And so, I think that we are starting to show some real momentum in the IR intelligence suite. We went through a year of transition in terms of transitioning to the new platform. And then we kind of had a year of burn-in on that new platform. And now we're getting to the point where we really feel that we have truly excellent value proposition for our clients that we're able to sell on that. And then on top of that, the board and leadership tools continue to grow nicely. So, it really is good strong performance across the segments. In terms of Corporate Solutions, in terms of the drop in revenue, I'm going to turn it to Michael.
Michael Ptasznik - Nasdaq, Inc.:
So, it was about $50 million in the quarter. So, it's a bit higher than the run rate of the 195 that we've disclosed and we mentioned that we were selling the business, we're putting the business up for sale. And so, it's a little bit higher run rate in Q1 than had been in the prior-year.
Michael Carrier - Bank of America Merrill Lynch:
Okay, Michael. And then just – on those expenses, in terms of the new guidance, I think you guys mentioned the expenses were $170 million for that business, but there were some costs that were going to remain in there, and it kind of looks like we can see that with the revised down meaning, it's not the kind of the full benefit this year.
Adena T. Friedman - Nasdaq, Inc.:
Right.
Michael Carrier - Bank of America Merrill Lynch:
Just – want to make sure, we're getting that right, and then as we get into like 2019, we should see a little bit more of that benefit as those costs roll off, I just want to make sure we have that right?
Adena T. Friedman - Nasdaq, Inc.:
That is correct. So, you'll see that we expect cost to come out this year, but the full run rate really won't go into effect until a year after the close. We have some stranded costs that the organization is working to eliminate as we go through the next year. And we also have a CSA agreement, things like that, that just have to work their way through over the next year with West Corp.
Michael Carrier - Bank of America Merrill Lynch:
Okay. Thanks a lot.
Adena T. Friedman - Nasdaq, Inc.:
Sure.
Operator:
Thank you. Our next question comes from Alex Kramm of UBS. You may again.
Alex Kramm - UBS Securities LLC:
Yeah, hey, good morning.
Adena T. Friedman - Nasdaq, Inc.:
Hi, Alex.
Alex Kramm - UBS Securities LLC:
Quick question on eVestment. Talking to some clients recently, it sounds like you're increasingly approaching them now with enterprise pricing. So, just wondering, if that is in fact kind of like a new way that you guys are pricing the business. And if that could be an incremental or how much of an incremental driver of revenue that could be, I think there's been historically something like password sharing and stuff like that. So, obviously I think you're trying to cut down on that. So, just any comment on that specifically would be helpful.
Adena T. Friedman - Nasdaq, Inc.:
Sure, we actually, we do basically offer, Alex, what I'll call an à la carte menu. And then we allow for clients to take multiple components in an enterprise way and we kind of discount off of the rack rate on each of the components to get to an enterprise. But a lot of times that means they might take more of the services than they otherwise were taking on an à la carte basis. But it gives them a more stable cost base for them to be able to manage in terms of all the services they're getting from eVestment and it allows us to kind of what I call kind of relend and then we expand into more, more services over time with the clients. And that then culminates in that enterprise type of approach to pricing. So that has been a strategy that the company was on before we bought them and they're just continuing down that roadmap, but it is definitely helping with the revenue growth as more of our clients are realizing that there's just a lot of value in everything we have to offer. And as they're facing more competition in their own industry, the data and analytics, particularly, analytics we have that help them understand how they compete, how strong is their fund versus another? How many inflows are they getting versus their competitors? What are the comparative factors? How many times are people looking at or kind of clearing on their funds versus clearing on others? Those things all together really create a really strong value proposition for the clients. And so that, that once they realize that they do tend to take more of the enterprise license.
Alex Kramm - UBS Securities LLC:
All right. Great. Thank you for that. And then just a quick one for Michael. Can you just – in terms of the debt and the share buybacks, can you just talk a little bit more about your plans exactly over the next couple of quarters here? On the one hand, clearly, how quickly is the repurchase program going to kick-in? And then secondly, considering that you have a decent chunk of variables debt that comes due I think March 2019 or so and LIBOR has been moving up pretty rapidly here, I mean, any new thoughts on how quickly you want to de-lever relative to previously?
Michael Ptasznik - Nasdaq, Inc.:
So, as we stated when we closed the transaction that we would begin the purchase program, so that will begin once our trading window opens. So, we will start to repurchase those shares that will be around $290 million to $300 million will be the range of the share buybacks that we would be looking at. And that will start at the end of this week. And we'll take a period of time in order to execute that. With respect to the debt, as we stated before we will continue to target that mid-2s by mid-2019. And we are looking at the different options with respect to when to pay down the debt and different types that we have. We don't have a specific schedule to lay out to you, but we do feel confident that we'll be able to achieve the ratios that we're looking towards by mid-2019, and it's really a combination of both debt and EBITDA growth. And so, we're going to look at that in order to achieve that ratio. So, we'll take a look at the options over time.
Alex Kramm - UBS Securities LLC:
All right. Thank you very much.
Operator:
Thank you. Our next question comes from Chris Allen with Rosenblatt. You may begin.
Chris Allen - Rosenblatt Securities, Inc.:
Morning everyone.
Adena T. Friedman - Nasdaq, Inc.:
Good morning.
Chris Allen - Rosenblatt Securities, Inc.:
I want to touch – just wanted to touch on the Market Technology margin again. Maybe if you can just talk to how you're seeing the path to improvement? It sounds like deliveries really weighed a bit on this quarter, maybe you can give us the size of the magnitude there, so we could parse it out, what's the incentive comp driven and also the R&D expense to think about the path of margin improvement because obviously this level of margin for Nasdaq run business is pretty low at the end of the day.
Adena T. Friedman - Nasdaq, Inc.:
Yeah. And I would say as we said before, we don't anticipate that this to be kind of an indicative margin for the business. But we have said at Investor Day that we do anticipate to have lower margins in the Market Tech business as we are driving investment into that business, particularly driven by the Nasdaq's Financial Framework investment and the build-out of both our banks and brokers offering on market infrastructure as well as the buy-side surveillance offering. So, we have been I think pretty disclosive about the fact that we do have a couple of investment years this year and next that we're really focused on to make sure that we get away from that moving from a deployed solution provider, a deployed software provider to more of a managed solution provider with more of a platform orientation to it. And we do think on the back of that we should be able to deliver higher margins over time. But this particular quarter is low not just on that basis but on the fact that we have an elevated delivery activity. So when I mentioned that we have kind of an FX neutral basis about $11 million of incremental costs year-over-year quarter, it's really split almost evenly across those three areas. So, it's higher delivery costs, more R&D costs and then the variable comp costs for the quarter.
Chris Allen - Rosenblatt Securities, Inc.:
Thanks. That's helpful. And just a – just quickly on the order backlog, was it restated because of the accounting changes and just made – it looks like the growth rate year-over-year is a little bit lower or the growth trajectory is a little bit lower than it had been prior to the restatement?
Adena T. Friedman - Nasdaq, Inc.:
Yeah. Unfortunately it is from that. Go ahead.
Michael Ptasznik - Nasdaq, Inc.:
Yeah. It has been restated. And again, the backlog is something that as we move more of the business towards the SaaS model, yeah, that has an impact on the backlog as well. And so we're still considering the different measures that we can use them as we – because we've now moved into this new accounting, we want to make sure that we test the measures on the new accounting revenue recognitions to make sure that they are helpful and useful. So, we're going to spend a little more time analyzing that before we come out with something different, but the backlog does reflect the new accounting.
Chris Allen - Rosenblatt Securities, Inc.:
Thank you very much.
Adena T. Friedman - Nasdaq, Inc.:
Sure. Thanks.
Operator:
Thank you. Our next question comes from Kyle Voigt with KBW. You may begin.
Kyle Voigt - Keefe, Bruyette & Woods, Inc.:
Hi. Thanks for taking my question. Just one on the index business, could you remind us how much of the revenues in that line are licensing fees from exchange rate derivatives? I'm just trying to frame how much growth in that line was driven by stronger volatility in volume versus the higher AUM basis?
Adena T. Friedman - Nasdaq, Inc.:
Yeah, I would say, I mean, we don't give out, we don't totally disclose that in great detail. But, we'd say about 80% of it is really coming from the AUM-related revenue, is that helpful?
Kyle Voigt - Keefe, Bruyette & Woods, Inc.:
Yeah. That's helpful. And then just one more follow-up I guess on the expense side, as you – looking at the slide deck in organic growth and the expense base is 6%. I'm just trying to understand what the midpoint of the updated guidance kind of implies on an organic basis, and obviously that 6% is higher than what you've kind of laid out in terms of what you think the medium-term growth will be in the expense base. Is that just because of the bonus accruals and some of the other dynamics that were happening in the first quarter? Or is this year specifically going to be I guess a higher growth year from an organic perspective?
Michael Ptasznik - Nasdaq, Inc.:
So I think the key driver in the quarter was the higher growth and a portion of that was due to the variable compensation, so that was one of the key drivers. And then going forward for the remainder of the year, because of the guidance that we've reflected, it does include those stranded costs related to the divestiture. And so that's what's going to have an impact overall on the costs for the year above the 3% targeted rate. But as we did say on Investor Day, in periods where we are growing at rates higher than the numbers that we put towards our outlook there may be additional expenses that are required behind that and so this is a bit of a reflection of that.
Kyle Voigt - Keefe, Bruyette & Woods, Inc.:
Okay. Great. Thank you.
Operator:
Thank you. Our next question comes from Brian Bedell with Deutsche Bank. You may begin.
Brian Bedell - Deutsche Bank Securities, Inc.:
Great. Thanks very much for taking my questions.
Adena T. Friedman - Nasdaq, Inc.:
Sure.
Brian Bedell - Deutsche Bank Securities, Inc.:
Maybe just to follow-on, on that, Adena maybe if you can just talk about the operating margin outlook for the Tech segment down the road, I appreciate all the color that you've given on the different expense areas within that segment. But do you think that is something you can get back to that 20% area sometime later in 2019? And then also if you can dimension the stranded cost that you think you can eliminate by 2019 on the...
Adena T. Friedman - Nasdaq, Inc.:
Okay.
Brian Bedell - Deutsche Bank Securities, Inc.:
...on the (37:46).
Adena T. Friedman - Nasdaq, Inc.:
Right. So, we're not giving out specific margin outlook within each of the segments, because I think that it's more important for us to kind of give you, in general, where we're investing our dollars, we're going to have certain quarters where, for instance, this quarter, where we had really strong revenues in our Information Services and our Market Services businesses that can drive to really strong margin expansion. And then, but, recognize that we're a big company and we're trying to make sure that we're managing our investment dollars into those things that can grow the fastest over time. And obviously, Market Tech is one of those areas where we are driving our investment dollars into that segment. And as we mentioned before, it will have a shorter term impact on the margins. So, we don't like to give out very specific outlook by segment, because we do kind of operate across the entire organization. In terms of looking at the margin kind of like how do we look at margin progressing in the Market Tech business, as I mentioned to you, I think that we would expect to have kind of a lower margin expectation for the business this year and next. And as we get into 2020, we should be able to start to show the benefits of the growth and the benefits on the investments we're making in terms of the growth of the business, but also the ability to scale the business back up on the back of the investments we're making. But we're not going to be able to give you kind of very specific answers to that right now. On the stranded costs, we would expect that I mean really the stranded costs should take through really April of next year and that's what we've kind of given ourselves to do. But we should be able to get the majority of them done by the end of this year and that will then reflect in the expense guidance we give you for next year.
Brian Bedell - Deutsche Bank Securities, Inc.:
Okay. Great. And then just on the cryptocurrency initiative that the research that you're dealing on that. I think you mentioned at Investor Day that was part of – it was going to be used on the NFX platform or the infrastructure on NFX would be helpful for that. Maybe if you can just talk about that in a little bit more detail, in terms of how you see the NFX platform developing with that? And also I think on Investor Day you mentioned you were re-segmenting some of the trading to the NFX platform. So, I don't know if that changes the $0.01 to $0.02 drag on EPS that that platform had.
Adena T. Friedman - Nasdaq, Inc.:
Sure. I mean we're still definitely in investment mode in NFX and I think that investment is about the same as it has been. I mean in terms of the cryptocurrency work that we're doing we continue to evaluate is there a cryptocurrency future that we think will be distinguishable and distinctive from the others that are already out in the marketplace. And we have been working very extensively with some clients to really evaluate that, and with the cryptocurrency exchanges to evaluate that. So, we are not in a position to be able to talk about what our plans are at this point, but it's not something that – I mean it's something that we're still working on and making a determination as to whether or not we can come up with something that really is, that the clients want, that they see as both an investable asset and a tradable asset. And that we feel where the underlying pricing has really good quality to be able to base the future on. So, we're still working through that, but it would ultimately be traded on NFX if we do decide to launch something.
Brian Bedell - Deutsche Bank Securities, Inc.:
Okay. Great. Thank you.
Operator:
Thank you. Our next question comes from Ben Herbert with Citi. You may begin.
Ben Herbert - Citigroup Global Markets, Inc.:
Hey, good morning. Thanks for taking the question.
Adena T. Friedman - Nasdaq, Inc.:
Sure.
Ben Herbert - Citigroup Global Markets, Inc.:
I just wanted to follow-up on Information Services and maybe the margin dynamic there over the course of the year. Any update on the eVestment deferred revenue?
Michael Ptasznik - Nasdaq, Inc.:
Yeah. So, we provided the deferred revenue breakdown and I believe that we said that it was going to be $25 million, I think, originally now, I think it's $23 million because $2 million shifted into last year. And so, you'll see most of that come through in the next two quarters, Q2 and Q3, there's a little bit, I think maybe $1 million in Q4, but otherwise most of that should come through in Q2 and Q3.
Adena T. Friedman - Nasdaq, Inc.:
And then in Q1 was $11 million.
Michael Ptasznik - Nasdaq, Inc.:
It was $11 million, yeah.
Adena T. Friedman - Nasdaq, Inc.:
Yeah. So, I think you'll see the margin dynamics improve as we go through the year as they have less and less deferred revenue adjustments we're happy to make.
Michael Ptasznik - Nasdaq, Inc.:
And the business continues to grow.
Ben Herbert - Citigroup Global Markets, Inc.:
Yeah. And then just a follow-up on, specifically on eVestment and the cross-sell opportunity, how that's going and maybe geographic expansion there?
Adena T. Friedman - Nasdaq, Inc.:
Sure. Well, we are working together I would say that the organizations are working really well together and Bjørn Sibbern who runs our Information Services business has been getting other parts of our organization involved in making sure that we're optimizing the sales opportunities for instance our surveillance solutions into the buy-side for our board and leadership solutions into the buy-side, in addition to coming up with new index products and other things specifically related to the eVestment data. So we don't have any specifics. We're not going to give out very specific metrics this year, because we're really developing this plans and just starting the execution of them, but we continue to be very optimistic that, that we can provide for cross-selling benefits with the strength of the relationships that the eVestment team have developed in the buy-side.
Ben Herbert - Citigroup Global Markets, Inc.:
Great. Thank you.
Operator:
Thank you. Our next question comes from Chris Harris with Wells Fargo. You may begin.
Christopher Harris - Wells Fargo Securities LLC:
Yeah. Thanks, guys. Your CapEx of $16 million in the quarter, seems like a low number, given some of the R&D projects you guys have going on. So, how should we be thinking about CapEx maybe for the balance of the year?
Michael Ptasznik - Nasdaq, Inc.:
So, we're typically just spending around $130 million to $140 million mark in CapEx and that's been the range that we've been at. So I would assume that that's – until you hear from us say something differently, then I would say that will be the number that I would continue to use, as being so that the general number that we would think on an annual basis.
Christopher Harris - Wells Fargo Securities LLC:
Okay. Thanks a lot.
Adena T. Friedman - Nasdaq, Inc.:
Sure.
Operator:
Thank you. Our next question comes from Vincent Hung with Autonomous. You may begin.
Vincent Hung - Autonomous Research US LP:
Hi. Just on Financial Framework. Can you talk about your expectations around upgrade the Financial Framework from the existing customer base, because I'm especially interested in how much of this could happen upon contract renewal or whether they could do it earlier? And just lastly, how much of the order backlog relates to Financial Framework?
Adena T. Friedman - Nasdaq, Inc.:
Sure. I don't have a specific number on the order backlog as it relates to the Nasdaq Financial Framework. But I can tell you that the – well, what happens is definitely when we have a situation with our already an upgraded cycle, so they are looking at a new contract. So, for instance, the Singapore Exchange was kind of in a new cycle for their trading engine and rather than continuing down the road off the trading engine that we've been working with them on for a while, they chose to upgrade to the Nasdaq Financial Framework on that contract renewal and that, that will be the more typical way that our clients work with us, our existing clients work with us on systems for which we already provided service. But we also are finding that when we have, let's say, a trading client and they decide that they need a new clearing system, what's happening then is that they – we get the opportunity to go in the door with them in clearing on the Nasdaq Financial Framework, so that then when they're ready to renew their trading license, they then move that also into the Framework and we start to have a more complete installation with them on the Framework. So, I would say those are the two most common ways that we're finding that the Nasdaq Financial Framework is becoming embedded in our existing clients and we started that really in 2000 – really in the beginning of 2017, we started to move clients onto the core platform and now as we're bringing up the application library later this year we'll be able to offer even more services onto the Nasdaq Financial Framework for our clients.
Vincent Hung - Autonomous Research US LP:
Thanks.
Operator:
Thank you. Our next question comes from Alex Blostein with Goldman Sachs. You may begin.
Alexander Blostein - Goldman Sachs & Co. LLC:
Hey, guys. Good morning. Just one...
Adena T. Friedman - Nasdaq, Inc.:
Hey, Alex.
Alexander Blostein - Goldman Sachs & Co. LLC:
...hey, just one question around Market Services, when we look at the Trade Management Services and kind of the growth there, in the deck you guys cited the demand from third-party connectivity and colocation. Just curious I guess kind of where is that coming from and I don't think we're just thinking about the kind of the end user customer base for that product set we haven't seen a ton of growth there, so maybe are there anything new that will be helpful?
Adena T. Friedman - Nasdaq, Inc.:
Yeah. I mean I think that it's actually a combination of things, so included in the Trade Management Services is the connectivity and co-lo, but also the Trade Reporting Facility and that has a volume component to it. So, there is some volume related revenue growth, but I would also say that we have found that there are more clients wanting to add ports or add connectivity capabilities because of the volumes as well. And so, it's really kind of a combination of the volumes driving some of the revenue directly, but also having it come from just more demand for our connectivity services on the back of volume.
Alexander Blostein - Goldman Sachs & Co. LLC:
Gotcha. Do you think this is more of a Q1 event, just given the environment or there might be some momentum behind that?
Adena T. Friedman - Nasdaq, Inc.:
I mean generally speaking we're seeing that clients tend to connect in and they want to be ready for the volumes that are coming. So, I would say that once they kind of are in the door with colocation and with connectivity, they tend to keep it there until they have, kind of unless they see a sustained trend of not needing it. But generally speaking, they do it in anticipation of having spikes in volume or ways for them to make sure that they're managing to a generally higher volume environment. And I would say that any sort of the revenue that specific to the Trade Reporting Facility that will come and go with the volumes, but the majority of it is connectivity related to people getting their systems up to the level that they want to have them to manage spikes in volume.
Alexander Blostein - Goldman Sachs & Co. LLC:
I see. Great. Thanks very much.
Adena T. Friedman - Nasdaq, Inc.:
Sure.
Operator:
Thank you. Our next question comes from Alex Kramm with UBS. You may begin.
Alex Kramm - UBS Securities LLC:
Yeah. Hey. Hello, again. Just one quick one, more bigger picture on market structure, I think a couple of quarters ago a lot of us were all worried about the market data or exchange – equity exchange market data and some of the increased scrutiny there. Just wondering, if you can give an update in particular as the SEC said a couple of weeks ago at this (48:31) event that they're going to have a roundtable laid on market data. And I'm also hearing that customers increasingly are getting asked for more detail by the SEC on how this data is used and why maybe it is really required to have not as much of a free market as you say it as. So anyways any updated thoughts would be great there?
Adena T. Friedman - Nasdaq, Inc.:
Sure. Well, I think that we have had an ongoing discussion and dialog with the SEC and with our clients on this topic for many years, and so we certainly welcome a roundtable of discussion of it, I think that we're very pleased with the fact that the SEC, in general, is using this kind of structure of roundtable where they invite relevant parties to have specific conversations around topics that are important to them. They did one earlier this week on small stock market structure and we're really pleased to have an opportunity to participate on that. So we like that structure, we like the fact that they're bringing in and having active debates on key topics. We obviously continue to feel very strongly about our position that proprietary products are subject to competitive forces. We have a strong body of evidence that we've been providing to them for years on that topic. So, we'll continue to be able to convey our messages and convey the value that we create with our market data, and those roundtables to be a new form for us to do that.
Alex Kramm - UBS Securities LLC:
Fair enough. Thank you very much.
Adena T. Friedman - Nasdaq, Inc.:
Yeah. Thanks, Alex.
Operator:
Thank you. Our next question comes from Patrick O'Shaughnessy with Raymond James. You may begin.
Patrick J. O'Shaughnessy - Raymond James & Associates, Inc.:
Hey. Good morning.
Adena T. Friedman - Nasdaq, Inc.:
Hey, Patrick.
Patrick J. O'Shaughnessy - Raymond James & Associates, Inc.:
Curious if you have any thoughts on how CME's pending acquisition of NEX Group might impact your fixed income business, is there any potential for disruption that you guys could take advantage of?
Adena T. Friedman - Nasdaq, Inc.:
Well, we certainly see it as an interesting opportunity because anytime you have a change in ownership of a business, it creates some level of, I don't want to call it disruption, but obviously change in an evaluation that the clients have around the business and their activities there as well as just that integration and all of the internal activity that comes from integration. The fact is that the U.S. Treasury's business is highly competitive. We are in the process of upgrading our technology materially to the Nasdaq Financial Framework to support our Treasury's business and we're very, very excited about that, because we do think that that will deliver much stronger performance throughput, lower latency et cetera and it gets us into a more competitive position in that market. So the fact we're doing that right as they are going to be trying to integrate the broker tech business, I do believe that could be an opportunity for us. But it is highly competitive and I think that's going to be the biggest shift for CME, they don't tend to operate in a highly competitive basis, so that will be a transition for them to be managing into businesses that are in a more competitive fields and we'll see how that grows for us, but we certainly are having very productive conversations with clients as they're thinking through the impact of that combination.
Patrick J. O'Shaughnessy - Raymond James & Associates, Inc.:
Great. Thank you very much.
Operator:
Thank you. Our next question comes from Brian Bedell with Deutsche Bank. You may begin.
Brian Bedell - Deutsche Bank Securities, Inc.:
Great. Thanks for taking my follow-up. Maybe just on the – if I can, trading business, maybe Adena, if you could comment your cash equities market share has been moving up pretty nicely across all the tapes, looks like they're on the highest since 2015 or early 2016, maybe if you can talk about what you are doing to grow that? And then in contrast, the options market share slipped a little bit, looks like (52:10) if you can talk about the competitive dynamic there on how you see I guess, of course that has created a complex order capability, just touch on these competitive environment and the complex order side there?
Adena T. Friedman - Nasdaq, Inc.:
Sure. Okay. So on cash equities, yeah, we are really pleased with the fact that we are hearing that 19% market share and I think that it's really on the back of several things, I think the performance of our systems is excellent and we definitely were able to prove that out in the high volume days that we experienced in the first quarter. I think that the second thing is that we have been continue to enhance our offering with the midpoint on extended life orders that we implemented in February. And so, we've definitely seen some really nice growth in volume coming into that and we're really, really pleased with the progress there. And then I think on top of that, we really do work hard to listen to the clients, understand how they want to interact with our market, make sure that both the pricing and the functionality kind of match their needs and we do believe that that's accruing to our benefit right now, in terms of being as client-oriented exchange provider. In terms of the options market, the market share, we're not at all concerned about kind of where we're landing right now in market share, because we really do look at the optimization between share and capture and then in the high volume environment. So, when you have really, really high volumes, you tend to want to just get as much done as you possibly can and that does accrue to the benefit tend to accrue more to the price time market. And then in addition to like what you know well, what you know how to do really well? So, we are seeing some shift towards, some of the price time market. PHLX market also, there's certain kind of order types and order in action that we have seen moved to other markets, but we tend to – we're not at all worried about it, because of the, I would say the capture dynamics of that flow. And so, if you kind of look at the total picture, we're very, very comfortable and confident in the share that we're experiencing against the high volume environment and the capture that we're able to maintain during that period.
Brian Bedell - Deutsche Bank Securities, Inc.:
Okay. And then just any update on the market on closed initiative (54:21) I know you guys along with (54:25) debated against on behalf of your issuers any update on the timing of when you think that will get decided?
Adena T. Friedman - Nasdaq, Inc.:
No, we really – actually don't have an update, we've submitted our brief on the topic and I think that the SEC is now deliberating how to manage that and so we don't have an update on any timing there?
Brian Bedell - Deutsche Bank Securities, Inc.:
Okay. Fair enough. Thank you.
Adena T. Friedman - Nasdaq, Inc.:
Okay. Great. Thank you.
Operator:
Thank you. I'm showing no further questions at this time. I'd like to turn the call back over to Adena Friedman for closing remarks.
Adena T. Friedman - Nasdaq, Inc.:
Okay. Great. Well, thank you very much for your time. Well, obviously, we're very pleased with the results of the quarter. We definitely see some really good momentum across our businesses this year and we're excited to continue to drive the business forward. So, thanks very much, and we look forward to speaking with all of you soon.
Operator:
Ladies and gentlemen, this concludes today's conference. Thanks for your participation. Have a wonderful day.
Executives:
Ed Ditmire - Vice President, Investor Relations Adena Friedman - Chief Executive Officer Michael Ptasznik - Chief Financial Officer
Analysts:
Richard Repetto - Sandler O'Neill + Partners, L.P. Christopher Allen - Rosenblatt Securities Inc. Kyle Voigt - Keefe, Bruyette & Woods, Inc. Brian Bedell - Deutsche Bank AG Christopher Harris - Wells Fargo Securities, LLC Alex Kramm - UBS Warburg LLC Alexander Blostein - Goldman Sachs & Co. Michael Carrier - Bank of America Merrill Lynch Jeremy Campbell - Barclays Capital, Inc. Benjamin Herbert - Citi
Operator:
Good day, ladies and gentlemen, and welcome to the Nasdaq Fourth Quarter 2017 Results Conference Call. At this time, all participants are in a listen-only mode. Later, there will be a question-and-answer session, and instructions will follow at that time. [Operator Instructions] As a reminder, this conference call is being recorded. I'd now like to turn the conference over to Ed Ditmire, Vice President, Investor Relations. Sir, you may begin.
Ed Ditmire:
Good morning, everyone, and thank you for joining us to discuss Nasdaq's fourth quarter 2017 financial results. On the line are Adena Friedman, our CEO; Michael Ptasznik, our CFO; Ed Knight, our General Counsel; and other members of the management team. After prepared remarks, we'll open up to Q&A. The press release and presentation are on our website. We intend to use the website as a means of disclosing material, non-public information and complying with disclosure obligations under SEC Regulation FD. I'd like to remind you that certain statements in this presentation and during Q&A may relate to future events and expectations, and as such, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. Information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press release and periodic reports filed with the SEC. And now I'll turn the call over to Adena.
Adena Friedman:
Thank you, Ed, and good morning, everyone. Thank you for joining us. I want to use our time together to discuss our strong 2017 financial performance, update you on the actions we've taken to drive forward the new strategic direction for Nasdaq that we unveiled last year. Detail our execution priorities for 2018, and lastly, address the latest developments on macro and regulatory backdrop for us and our clients. Q4 2014 featured strong results with non-GAAP EPS of $1.5, up 11% year-over-year exhibiting particularly strong momentum across key areas of our business. Turning to the full-year 2017, we generated total net revenue of $2.4 billion, an increase of 7%. Non-GAAP operating income rose 9% on higher margins, and we increased our non-GAAP diluted EPS by 10% year-over-year. Free cash flow from operations excluding Section 31 fees rose 18% to $756 million. Subscription and recurring revenues increased 7% in 2017 compared to the prior year to over $1.8 billion driven in large part from organic growth and represented 76% of total net revenues. We continue to invest where we have conviction that we can bring value to our clients in new ways both through our organic initiatives and through our eVestment and Sybenetix acquisitions. We complemented this with strong capital returns to shareholders. Dividends and share repurchases totaled 65% of our non-GAAP net income for the year. The net results was another year of delivering on our double-digit total shareholder return ambition, driven through a combination of great positioning we've established to help our clients respond to important industry trends and technological advancements, gains from our improving competitive position and continued focus on execution and efficiency. Turning to the specific highlights from our businesses in the quarter and across the year. In our Information Services segment, we saw 19% increase in Index Licensing and Services revenue in 2017 with assets under management and exchange traded products linked to Nasdaq indexes rising 35% to a record $167 billion at year end. I've known in particular that Smart Beta indexes today comprise over 40% of our total AUM which positions us especially well for the future. Market Technology generated a 10% increase in revenues in 2017. More importantly, new business is strong with $292 million in total order intake for the year, a reflection of the increasing demand for the partnership approach we take with our clients in offering world-class market infrastructure and surveillance technology to the industry. Order intake in the fourth quarter reflected new and deeper client relationships including an expansion agreement with Tadawul, the Saudi Arabia Exchange to deliver new cash and derivatives clearing, central securities depository and post-trade risk management technologies, as well as an agreement with SIX Group for the provision of an index system. Additionally, the Singapore Exchange is adopting the Nasdaq Financial Framework technology for their securities markets. Importantly, over the course of 2017, Nasdaq also signed a record six new exchange clients across core trading matching, risk management, and post-trade systems, including BVP in Panama, STRATE, the South African CSD, and Astana International Exchange in Kazakhstan, while also experiencing growth in its SMARTS surveillance and BWise enterprise risk management businesses. Turning to our Foundational Marketplace businesses, starting with Corporate Services. We completed the year with strong trends across the business. Nasdaq continues to be the U.S. listings leader, winning 69% of U.S. IPOs in the fourth quarter, and 63% for the full-year with the 136 IPOs and 62 new ETP listings. Some highlights for the fourth quarter include CarGurus, MongoDB, National Vision, and Stitch Fix. Nasdaq's Nordic markets delivered a record breaking 108 new listings in the year, including [indiscernible] or video entertainment and monitors group. The total number of Nordic listings increased 9% to 984, and our Nordic markets continue to lead Europe in SME listings. Nasdaq also attracted an especially strong number of listing transfers in 2017 with 21 ETP switches and 11 corporate switches, including PepsiCo the largest exchange switch ever, Principal Financial, Visteon, Xcel Energy, and Workday. The switches represent companies across six major industry categories making at our most diverse year for companies choosing to join us from our key U.S. competitor. In total, $358 billion of market capitalization switched to Nasdaq during 2017, bringing the aggregate market capitalization switch to over 1.2 trillion over the past 12 years. In our Corporate Solutions business, we continue to enhance our flagship Nasdaq IR Insight product by rolling at two new analytics supplements in 2017. Insight 360 which uses machine learning to help companies quantify and benchmark the effectiveness of their IR program, and passiveIQ which delivers unique insights to our corporate clients on the increasingly important passive portion of the investment universe. In Market Services, we gained market share in 2017 across our three biggest revenue categories; U.S. options, U.S. equities, and European equities, while Trade Management services continue to deliver consistent growth. In Europe, we have positioned ourselves to deliver for our customers and earn more of their business as a result of the new regulations and requirements resulting from MiFID II. We've adapted and innovated around changing regulations with the launch of a periodic auction feature called Auction on Demand. We've seen good initial momentum since the start of the year and we believe that momentum will continue to pick up as the double cap restrictions are placed on European Dark Pools in the spring. Stepping back to look at the broader organizations performance, I am pleased to report significant achievement against our execution priorities for 2017. First, we increased our competitive position across the majority of our businesses, best exemplified by our market share gains in the three largest trading revenue categories, our exceptional performance in Index Services, market leading new listings in the U.S. and Nordic markets, and our landmark wins in new applications of our Market Technology. Second, we completed the integration of the ISE acquisition, six months ahead of schedule, while maintaining market share and customer momentum, delivered on the full $60 million in targeted cost synergies and identified additional cost opportunities along the way. And third, we saw meaningful progress commercializing the important disruptive technologies where we have developed deep internal expertise, including sales of the Nasdaq Financial Framework, which puts Blockchain and cloud capabilities enhanced the market operators as well as the Analytics Hub and Insight360 products, which levers machine learning to develop new insight to our investor and corporate customer client basis. As we focused on those execution goals, we also spent the year reviewing our broader strategy to determine the best way for our Company. Specifically in September of 2017, we communicated to use the results of the strategic review and articulated a renewed strategic direction to maximize the resources people and capital allocated to our biggest growth opportunities, particularly in our Market Technology and Information Services businesses. We also affirmed our commitment to sustaining the special marketplace platform businesses that are core to Nasdaq, and said that we will be reducing capital resources in areas that are not a strategic to our clients and do not have the significant growth potential within Nasdaq. We immediately went to work to begin executing against our strategic plan in terms of putting more resources behind our biggest opportunities, we closed the acquisition of eVestment in late October, adding their unique and high growth institutional investment data and analytics and with it, the potential to catalyze higher growth, not only in our information services business, but also to unlock bigger opportunities across several buy-side focused organic initiatives for eVestment's great client relationships could open new doors. We've been very pleased to see eVestment's strong momentum continues for the fourth quarter. eVestment's topline standalone results in the fourth quarter of 2017 grew 13% year-over-year to $23 million. And in terms of metrics that drive future period new subscription sales in the fourth quarter rose 77% and the retention rate was 5 percentage points higher versus the prior year fourth quarter. In addition to our eVestment acquisition, we reaffirm some key ongoing internal strategic growth initiatives, notably our investments in the Nasdaq Private Market, and FX, and ocean. We also decided to continue to increase our investment in our analytics of data initiative, our buy-side market surveillance offering supplemented by the acquisition of Sybenetix and the Nasdaq Financial Framework as the foundation for our next-generation market infrastructure platform for both our own markets and for those clients we serve with our Market Technology expertise. On the other hand, in terms of where we are reducing capital, we announced on Monday that we completed the review for strategic alternatives for our public relations solutions and digital media services businesses, resulting in the sale of those assets to West Corporation. As part of the terms of the transaction, we've agreed to an exclusive multi-year partnership with West to provide our eligible Nasdaq listed clients, seamless access to certain products and services included in the transaction. This will allow us to concentrate our investments going forward on our core high value investor relations intelligence and board collaboration solutions along with our leading listing franchises and pioneering private market solutions, which have been critical in terms of our strategic positioning with our corporate clients. To sum up our progress on implementing our new strategic direction with the eVestment experiencing strong closing momentum, our decisions to move resources more decisively behind our most promising growth opportunities and our agreements to put the press release and multimedia businesses in the hands of a high quality partner, we are taking strong early action to get our business position to reach its full potential. Building upon our momentum and executing against our strategic pivot, we have developed our tactical priorities for 2018. Specifically, first maximize our opportunities as an innovative analytics and technology partner to the capital markets industry. This includes, one, enhancing our culture to attract and retain creative talent across our technology and business organizations. Two, investing our capital and innovations such as the Nasdaq Financial Framework behavioral surveillance analytics and analytics have to carry our clients into the future of trading and investing, and three, on the flip side, completing the Multimedia and PR divestiture to free up time and resources to focus on growth. The second priority is developing and deploying our marketplace economy technology strategy, which is intended to broaden the set of applications for our world leading capital Market Technology to include a wide range of sophisticated non-financial markets. And lastly, advancing our competitive position across our core businesses, which is obviously continuation of the 2017 goal. Because ISE opportunities to continue to build on our momentum in some areas that we saw gains last year. I look forward to updating you on our progress on these goals as the year progresses. Now I want to spend a few minutes on the current state of the backdrop we operate and encompassing with macroeconomic conditions as well the regulatory environment. On the macroeconomic backdrop we remain positive on the potential impact of synchronize global economic growth. Economies as well as equity markets have considered momentum across the U.S., European and Asian regions, which are all important in different ways to our core client group. We continue to experience relatively low a volatility environment, although we are seeing some early signs of increasing volatility as we enter 2018. Moving to the political and regulatory environment almost a year-ago we saw an opportunity in Washington as the new administration is getting started and took action by releasing our blueprint to revitalize the U.S. capital markets. It is intended to spark a dialogue about making sure we're doing all we can to foster and attractive public environment for growing companies. In many ways the administration's agenda and priorities as it relates to the markets as well as various legislative initiatives have wind up closely with the proposals in our blueprint. This includes regulations for proxy advisory firms proposed by Congressman Sean Duffy of Wisconsin that recently passed by the House. And the new SEC Chairman Jay Clayton views an Activist Investor is used as a proxy system and his actions to allow firms to keep parts of their IPO of registration filings confidential regardless of their size. These early initial steps towards improving the U.S. public markets to make them more attractive, well thereby further job growth and job creation and economic growth. Switching gears to specific market structure proposals of the SEC. In our strong view and the recent [CeeLo] market unclosed proposal, risk destabilizing the market close harming our listed companies and their shareholders. This proposal generated unprecedented protest, including negative comment letters from dozens of issuers, the largest U.S. equity index or trading firms and asset managers that rely on a critical market closing auctions to value trillions of dollars of investor's assets every day. While we see the financial impact to Nasdaq is likely immaterial we feel strongly that the proposal carries a significant risk of harming issuers and investors. Therefore, we are actively responding by filing a petition, highlighting the potential act and asking SEC commissioners to review the decision. We will look to continue our leadership as a voice in Washington for our clients in 2018. Turning to tax reform we've been active and enthusiastic supporters of tax reform as a mechanism to spur investment and growth and to make the U.S. corporate environment more competitive globally. Therefore, we are very pleased with the outcome of the bill. Specifically to Nasdaq assuming the tax reform bill is applied to normalize 2017 results it would have resulted in approximately $6 million in additional free cash flow for the year. Going forward with the additional cash flow we intend to focus our investments on our largest growth opportunities where we expect to generate the highest returns for shareholders. While also providing increasing capital returns to shareholders all of which is consistent with the capital allocation priorities we put in place. In conclusion, we are coming off a strong year and will continue to be guided by our new strategic direction. As I enter my second year as CEO, I see evidence of an expanding potential for this organization. In terms of how we solve increasingly advance client challenges as well deliver for our shareholders. I could not be more excited about the future of our company. I'm convinced that Nasdaq has unique skills, experience, and vision to continue generating tremendous value and importantly there are relentless drive to continue innovating and disrupting as we've done since our founding. And with that, I'll turn it over to Michael to review the financial details.
Michael Ptasznik:
Thank you, Adena, and good morning, everyone. My commentary will primarily focus on our non-GAAP results and our comparisons will be to the prior year period unless otherwise noted. Reconciliations of U.S. GAAP to non-GAAP results can be found in the attachments to our press release and in the presentation that's available on our website at ir.nasdaq.com. I'll start by reviewing fourth quarter revenue performance as shown on Page 3 of the presentation and organic growth on Pages 4 and 15. The 6% for $36 million increase and reported net revenue of $635 million consisted of organic growth of $17 million including 5% organic growth in the non-trading segments. A $12 million favorable impact from changes in foreign exchange rates and a $7 million impact from acquisitions, which is net of an $11 million purchase price adjustment on deferred revenue associated with the closing of the eVestment acquisition. I will now review quarterly highlights within each of our reporting segments. I will start with Information Services, which, as reflected on pages 5 and 15, saw a $21 million, or 16%, increase in revenue, including $12 million, or 9%, organic growth. Index Licensing and Services revenues were up 23% in the fourth quarter of 2017, primarily due to higher assets under management and exchange traded products linked to Nasdaq indexes. Data product revenues increased 13%, primarily due to the inclusion of revenues from our acquisition of eVestment which closed in late October, net of an $11 million deferred revenue purchase price adjustment. This adjustment was approximately $2 million higher than the estimated guidance we provided last quarter. This does not reflect the change in the total adjustment just the shift in timing of recognition. For the full-year of 2017, Information Services organic growth totaled 7%. Market Technology revenue, as shown on pages 6 and 15, increased $10 million, or 13%, with organic growth totaling $8 million or 10%. Organic growth totaled 9% during the full-year of 2017. The period end backlog finished at $847 million a record high and an increase of 9% from the prior year quarter. The operating income margin for Market Technology was 24%, down 6 percentage points from 30% in the prior year period, primarily due to the impact of investments we are making to upgrade our technology for the next generation Nasdaq Financial Framework, and to enhance and grow our surveillance offering. Two initiatives that we believe can help move the Market Technology margin to higher levels as they scale in future periods. Turning to Corporate Services on pages 7 and 15, revenues increased $3 million, or 2%. In our Listings segment, there was a positive $2 million impact from changes in foreign exchange, while revenue growth in the Nordics was offset by lower U.S. listings revenues from the runoff of listing of additional share fees due to the adoption of the all acquisitive annual and listings of additional share fee package. We expect a moderate boost to U.S. listing fee revenues in 2018 as all acquisitive offering became effective for all U.S. issuers on January 1. For the Corporate Solutions segment, revenues increased $1 million, or 1% due to favorable changes in foreign exchange rates. The Corporate Services operating margin was 30% versus 25% in the prior year period with operating income increasing 24% reflecting increasing efficiencies and achievement of synergies. Market Services net revenues, on pages 8 and 15, saw a $2 million, or 1%, increase, with $5 million positive impact from changes in foreign exchange, partially offset by a $3 million organic decline. The organic decline was due to lower revenues in U.S. options, partially offset by organic growth in European cash equity trading and trade management services. The decline in U.S. options was due to lower average net revenue capture, driven by shifting mix factors as well as our deliberate actions to share a portion of cost synergies related to the acquisition of ISC with market participants. This is partially offset by higher market share and industry volumes. We have put in place pricing refinements intended to stabilize pricing as we move into 2018. Market Services operating income totaled 55%, up 1% from the prior year period, and operating income increased to 3%. Turning to Pages 9 and 15 to review expenses. Non-GAAP operating expenses increased to $17 million to $341 million with a $16 million expense increase from acquisitions and $7 million unfavorable impact from changes in foreign exchange rates partially offset by $6 million organic decrease. The organic decrease was $6 million compared to the prior year quarter, principally reflect the changes in variable compensation accrued in the period, as well as lower provision for bad debt. Turning to Slide 10, I would like to discuss our expectations for 2018 non-GAAP operating expenses. We expect non-GAAP operating expenses of $1,375 million to $1,415 million in 2018 which based on our current projections includes approximately $170 million of full-year costs related to the Public Relations Solutions and Digital Media Services businesses that we announced that we agreed to sell. The increase from our 2017 expense base of $1.270 billion which is restated for the impact of revenue recognition accounting changes is composed of about 3% organic increase, most of which is due to spending in our growth initiatives about 1.5% from FX changes and the remainder due to the full-year impact of our late 2017 acquisitions of eVestment and Sybenetix. Assuming a mid-year 2018 close to the transaction, we expect our expenses would decline by approximately $65 million to $70 million from our 2018 expense guidance. We expect to achieve a full annualized run rate savings of approximately $170 million within 12 months of closing of the transaction. We will update our official guidance to reflect the exact closing date in any updates to the expenses elimination timing after the transaction is closed. Moving to operating profit and margins, non-GAAP operating income increased 7% in the fourth quarter of 2017 and the non-GAAP operating margin totaled 46% unchanged versus the prior year period, a reflection of margin expansion in the core business being offset by the impact of the eVestment acquisition, which profitability is temporarily impaired by the purchase price adjustment on deferred revenues as well as compensation and other expenses associated with our acquisition. Net interest expense were $34 million in the fourth quarter of 2017, a decrease of $2 million versus the prior year period, primarily due to refinancing to lower cost debt partially offset by the increased debt due to eVestment. The non-GAAP effective tax rate for the fourth quarter of 2017 was 32%, which excludes the impact of excess tax benefits related to employee share-based compensation. We made a decision to exclude the excess tax benefits from our non-GAAP results presented for the fourth quarter and full-year 2017 as well as going forward due to the volatility, the fact that they are not reflective of current period operations because management does not consider the excess benefits when evaluating or allocating resources to our businesses. For the full-year 2018, our non-GAAP tax rate guidance is a range of 24.5% to 26.5%, a decrease of 7 percentage points to 9 percentage points from our 2017 non-GAAP tax rate of 33.3% reflecting principally the Tax Cuts & Jobs Act was enacted on December 22, 2017. Non-GAAP net income attributable to Nasdaq for the fourth quarter of 2017 was $197 million or $1.05 per share - diluted share, compared to $161 million or $0.95 per diluted share in the prior year period. On Slide 11, we discuss revenue and expense impact under adoption of ASU, 2014-09, which impacts the timing, not the amount of revenue and expense recognition. This accounting change will go into effect beginning Q1 of 2018 and will be restating 2017 results at that time to ensure results are presented on a comparable basis. While this change will lower our 2017 GAAP and non-GAAP results modestly, it does not affect our cash flows in the period, nor change our expectations for the organic growth we expect in the coming period. Turning to capital that increased by $464 million versus 3Q 2017, primarily due to $441 million net debt issuance to fund eVestment acquisition and a $22 million increase in Euro Bond book values caused by a stronger euro. Our debt-to-EBITDA ratio ended the period at 3.3 times versus 3.1 times at the third quarter of 2017. As mentioned previously, we continue to plan to delever to a mid two times leverage ratio by mid 2019. Share repurchases in the fourth quarter totaled $29 million, bringing total 2017 repurchase to $203 million, together with dividend payments we returned $446 million to shareholders during 2017, representing 65% of our non-GAAP net income in the period. In addition to continuing our regular stock buyback activity with intention of maintaining a stable share count, we anticipate using after tax proceeds of the sale of the Multimedia and PR businesses to repurchase additional shares, which is expected to lower our share account modestly and largely offset the EPS impact of the elimination of the annualized net income associated with the divested businesses. As of December 31, 2017, there was $226 million remaining under the board authorized share repurchase program and our Board of Directors recently approved an increase to our share repurchase authorization of an additional $500 million. We plan to continue to use our capital including the enhancements due to lower tax rates to optimize the returns to shareholders to focused investment in organic growth opportunities, carefully considered M&A, continuing to grow the dividend as earnings and cash flow increase. Thank you very much for your time and I'm going to turn it back to the operator now for the Q&A session.
Operator:
Thank you. [Operator Instructions] Our first question comes from Rich Repetto with Sandler O'Neill. You may begin.
Richard Repetto:
Yes. Good morning, Adena. Good morning, Michael. I guess my questions on the strategy and the strategic pivot, and it looks like you took up the R&D spending by $20 million or more than 50% compared to last year. And I guess the question is how do we think about like the return on the ROIC and as you invest more I guess in the Analytics Hub buy-side surveillance in Nasdaq Financial Framework?
Adena Friedman:
Michael, why don't you start by saying what that comprises of that would be great.
Michael Ptasznik:
Yes. So Rich, thanks for noting that. So the increase in the R&D expenses was $65 million to $75 million. Now this does appear higher than previous years for two reasons. First of all, it's in line with the new strategic approach that we've been outlining and reflect the reallocation of resources from the businesses that we will sustain or deemphasize towards those initiatives that reflective of the longer-term growth opportunities would like an effect that Adena spoke about earlier. So it's a reallocation from these businesses into the new areas and the new, so it's not an increase in the overall spend, it's a reallocation of resources. That's number one. Secondly, the previous numbers that we used to provide excluded certain initiatives that were included in normal operating expense and now have been reclassified and grouped with our R&D program, and that really allow us to manage these investments in a manner that's more conducive to their growth nature versus operational nature.
Adena Friedman:
And in terms of the return potential and how we manage and measure these investments, Rich, a couple of things. By putting all of this initiative into what we're now calling Nasdaq next, which is our internal program name. We have a - a means basically require a lot of visibility around the programs. We do regular meetings with the teams that are implementing the different initiatives. They provide us future forecast in other ways for us to measure how they're progressing against certain targets. But as we have made the decision to either approve or re-approve these programs, we do look at the long-term ROIC characteristics of these opportunities. And each one of them has a different timeframe for that, because if it's a relatively - if it's kind of an extension of an existing business, we might put a shorter timeframe on when we expect to see a nice return from that. But if it's a brand new thing that we've never done before, we usually give it a longer runway to continue to try to grow. In terms of the ROIC, I think that these are the things that we can do that if we can scale them on an organic basis. The ROIC is significantly higher than if you're using your capital for acquisitions and other things. So it's worth taking the risk to try to get a really attractive return over the long-term. And we do believe these are the things that will also strategically carry us forward with our clients and so they're very important to the way that we're running our business going forward. But they do have different - each one of the investments kind of has a different profile to them.
Richard Repetto:
Okay. Thank you. And then my one follow-up would be I guess closely related to the first question here, but when you look at the margins Information Services as well as Market Technology they were down year-over-year and Information Services quarter-over-quarter materially. And I guess can you help us understand I guess from the first question, the extra investment that's going in there and the impact on margins I guess going forward in these areas that you're prioritizing?
Adena Friedman:
Sure. Yes, so on Information Services the margin is really down because of the eVestment acquisition and especially given the fact we have some deferred revenue that we have to - the purchase price adjustment on the revenue in the fourth quarter also brings it down even further than otherwise wanted on a normalized basis. But the eVestment acquisition does have a lower margin profile than the overall Information Services business, so that will have somewhat of an impact. The Analytics have initiative within that the data business has been an ongoing initiative for a while. So that's kinds have been baked into our margins over the last few periods. And even if we increase investment there it's still going to be modest in comparison to the overall business there. On the Market Tech side though that is more a reflection of organic growth, I mean organic investment in both our surveillance for buy-side and our Nasdaq Financial Framework initiatives. And those are areas with relatively heavier internal investment and organic investment because we see the profile of those being very high return over the long-term. And the one thing I would say is when we first - when we first started took on the Market Tech business, it really was - frankly it was actually a money losing business, but we've been marching it up to the margin that started the year at over time, but there were periods of time where it either flattened out or even declined a little bit as we invested in integrations or invested in new technologies to try to drive it to a higher margin. And I do believe that with the Nasdaq Financial Framework investment that's a period of investment that will drive us to a higher margin and much higher growth over time because we'll be ought to scale that business, hopefully provide a deeper relationship with our clients and make it, so that we can deploy more clients faster over the long-term. So there are a lot of benefits that come from that investment right now. And that's what's really driving down the margin this year.
Richard Repetto:
I understood. Thanks and I'll look forward to a strong 2018.
Adena Friedman:
Thank you very much.
Operator:
Thank you. Our next question comes from Chris Allen with Rosenblatt. You may begin.
Christopher Allen:
Good morning, everyone. I just wanted to touch a little bit on Market Technology. It seems like it was another very strong quarter, nice broad-based growth in the order backlog. Last quarter you talked about that moving to more of a SaaS recurring business model and order backlog is not as representative as it has been in the past. I am just trying to interpret how to think about the growth we are seeing in the order backlog and just the ongoing trend here. It seems to me you are building a nice stable recurring business revenue line, but now you're seeing some accelerated growth on top of that, so any color there would be helpful?
Adena Friedman:
Sure. And you are right. We are doing two things. One is we want to move more of our implementations towards our recurring model. We want to move more of our product base to more towards kind of a platform-as-a-service or a software-as-a-service model, and that is frankly part about Nasdaq Financial Framework investment. So there are - parts of our business is certainly surveillance and increasing the BWise where it really is more of a software-as-a-service. The core Market Tech business continues to be primarily a deployed solutions business, but with the Nasdaq Financial Framework, the whole notion is to move it more towards a platform-as-a-service model. But we have said in the past that we are looking towards new metric to measure this business and that order intake is becoming kind of less relevant as the only way to look at the business. So we will be - as we go into Investor Day, we will be looking at new metric or additional metric that we want to provide you, so you see get a better sense of how to measure the growth. But I would say, overall you are correct that the overall characteristics of the business, there's just a lot of demand for what we do, and it's really great to see that our clients see us the best partner for them. I think the investments we're making in the Nasdaq Financial Framework are giving them even increasing confidence that if they invest in us now, we'll be able to carry them into the future. These are really long-term investments that the clients are making, but they know that we're investing in their future by investing in the Nasdaq Financial Framework.
Christopher Allen:
Thanks. And then just a quick follow-up. I mean you noted some nice change this quarter, I think in the last quarter you talked a little bit about penetrating some of the Tier 1 banks. Do you see any further opportunity with the bank penetration because that seems to be to me like one of the bigger opportunities from a longer term perspective within this business?
Adena Friedman:
Yes. We do see continued opportunity in the banks and those sales cycles just take a while, so we are in active dialogue with several banks, and we hope to obviously continue to drive that growth in new bank deals as well.
Christopher Allen:
Thanks a lot.
Operator:
Thank you. Our next question comes from Kyle Voigt with KBW. You may begin.
Kyle Voigt:
Hi. Good morning. Just a follow-up on some of the color earlier around SEBO's market on close, I think you said it was likely immaterial to results. Is there any way you could help kind of quantify like a percentage of the cash equities revenue that comes from market on close orders today?
Adena Friedman:
So we don't provide that level of detail in terms of the financial performance of our equities business, but I think that it's been widely stated and I think it's out there. About 5% of our volume in Nasdaq was issues comes from the closing activity, but that's a combination of a lot of different order types that all come together, so you got the market on close going on close, the balance only and then regular market orders that are regular way orders that come in. So it's really a combination of a mix of things and so we don't break out very specific areas, but as I said before we really do believe that assuming we manage through this issue successfully, frankly we believe that we should continue to have all of those orders come into Nasdaq, and we believe very strongly about that as witnessed by our petition. To the extent that there is a competitive environment that develops, we definitely believe that we'll be able to manage that very successfully with as we said likely a material outcome for us.
Kyle Voigt:
Okay. Thanks. And just one follow-up for me would be on really the strategic pivot. And I know at the time the eVestment acquisition you kind of laid out. What the idea was for investing in different segments and we got to divestment since then. I guess is this strategy going forward, is this going to be a continued kind of looking at lower growth, lower margin businesses that maybe within different segments across the firm on an ongoing basis? And I guess if that process still going on and guess if you could share if. there's anything else here that you're thinking about in certain segments they potentially divest going forward? Thank you.
Adena Friedman:
Sure. Yes, it is a continuous process and it will be going forward. So I think that it's something where our leadership team is always considering how we are best serving our clients and making sure that everything we do is strategic to them, strategic to us and it's something we're really good at. And so we will continuously look at our - on the suite of things that we offer to the capital markets and make determinations as to whether or not they continue to be - we continue to be the right place for them. We do not have any other specific things that we are currently contemplating. We obviously have to focus on completing the sale to West and making sure that that partnership got off to a great start. That's a critical next step for us and I will take some time to do that.
Kyle Voigt:
All right, thanks.
Michael Ptasznik:
And Kyle, just the other parts add to that is, part of that allocation process is necessarily mean that there's going to be an acquisition of divestiture per se every time. We could also just reflect the reallocation of the resources in capital as we've talked about earlier with respect of the increase in the Market Tech area as well on our advantage basis. So it's really a combination of those things that we're going to be looking at regularly.
Kyle Voigt:
Thank you.
Operator:
Thank you. Our next question comes from Brian Bedell with Deutsche Bank. You may begin.
Brian Bedell:
Thanks. Let me just start out with the sale of the Public Relations and Digital Media Services. I assume that's all in the corporate services and that would reduce that revenue we make almost half, but from the long-term perspective that three to five year revenue growth outlook, assuming that was a lower growth business wouldn't that make you more confident that you could bring up that that low single-digit target to something a little higher? Is this the matter of time or should we still be thinking of that business in lower single-digits?
Adena Friedman:
So I mean in terms of the sale, I guess it is in the Corporate Services segment and specifically in the Corporate Solutions part of the Corporate Services segment. In terms of the long range outlook, we will continue to assess that as we complete the acquisition or - divestiture to understand our views on to in terms of the long-term growth of the remaining assets and make sure that we feel confidence in our deliver against that growth profile there. But we're currently assessing that.
Brian Bedell:
Okay and maybe just listing that's holding it down right now?
Adena Friedman:
Well, historically what we have said about listings in the past is that it's low single-digits because of the fact that price increases and other changes are episodic and depends on the IPO environment. So we'll continue to have that as part of our assessment.
Brian Bedell:
Okay, and then just when I guess in the spirit of reallocating to [indiscernible]. If can you talk about NFX, is that still losing $0.02 a quarter and that's been going on for a while, is there any view of reassessing whether you want to stay in that business?
Adena Friedman:
We remain very committed to the NFX business. We continue to look at ways to bring new products onto that platform. Our clients' remains very focused on it and dedicated to making it work. I would say for in terms of an investment from that it's about $0.01 to $0.02 a quarter. So it continues to be a pretty modest investment, but one that we believe that continues to have a very bright long-term future for us.
Brian Bedell:
And will bitcoin futures product part of that potential from the launch perspective?
Adena Friedman:
Yes, if we were to choose to launch a bitcoin future, we would launch it on an effect.
Brian Bedell:
Okay, thank you.
Operator:
Thank you. Our next question comes from Chris Harris with Wells Fargo. You may begin.
Christopher Harris:
Thanks, another question on the Tech business. Where do you think this business is in the context of the potential addressable market?
Adena Friedman:
That's a great question and I would say again we'll probably provide a little more color and details on that as we get into our Investor Day in March. But we definitely see an expanding addressable market. So the fact that we are looking at the exchange base in itself is we've always kind of look that as the potential kind of $2 billion addressable market. You go into the banks and you start to look at market infrastructure at the bank level, you've got many billions more opportunity to go into the surveillance business and for purely in the market surveillance, market oversight space that's actually got a large addressable market and the exact size I don't remember, but it's a large - certainly much larger than what we're achieving so far. But then you also can then look at how do you move and expand that into more of the client side and into the buy-side. So it's kind of in the billions range on each of those, billions of dollars in each of those addressable market. It's a matter of how we make sure that we execute against that and we deliver the technology and the service they need to be able to succeed. But we're really excited about how we can continue to find new opportunities. And then the markets economy concept is one where Ad-hoc we get requests from non-financial markets to use our Market Technology. And it's just been kind of like inbound over time what we're doing in 2018 which is why I made it our business priority is to become much more structured and how we it approach the non-financial markets with our technology and recognize that specifically if we can deliver a market in the cloud have Blockchain as an integrated part of that have a really integrated data layer and allow from markets to be able to deploy faster and new markets to emerge faster we believe that we can really address a non-financial markets economy outside the financial markets with our technology and so that's yet another area of opportunity for us that we're just starting to understand.
Christopher Harris:
Okay. Thank you.
Operator:
Thank you. Our next question comes from Alex Kramm with UBS. You may begin.
Alex Kramm:
Hey, good morning, everyone. Just shifting to the markets services site for second, I think Michael you mentioned the options business as obviously shrinking business from a revenue perspective. I think you ran through pricing as well. Can you just flush all those comments again in particular as we think about the strong equity options activity so far the first quarter? I mean it's pricing on taking to the step down and how are you looking at the run rate right now of pricing given the strong volumes?
Michael Ptasznik:
First of all I don't think we said that it's a shrinking business, I think it was lower in the quarter, but that's not a comment of both is the future of the business. And in fact there has been strong activity so for the beginning of this year which in contrast to where it was at the end of last year. So from a pricing standpoint as I mentioned on in my remarks it was a reflection of a bit of a mix shift was part of the reason why we saw the reduction and capture of the more the volume is going through the Philex floor, which has a bit of a different capture right there as well there was some changes to some of the fees to that effect that as well that we did maintain and actually grew our overall market share in that business. Again in my comments we did talk about some of the changes that we were making that with intention to stabilize the pricing there and so that would be the intent we do try to optimize combination of market share and pricing and trying to ultimately optimize the revenue.
Adena Friedman:
Yes, I'd say Alex one of the great things about having the six venues we have now is it does allow our clients to have a lot of choice. All within the kind of umbrella of Nasdaq, and so if they're looking at new strategies that they're undertaking and they might say that the Philex floor is a better way to execute this strategies or maybe ISE complexesor maybe [indiscernible] itallows them to have that flexibility all within Nasdaq, but that does each one of those then yours has a different fee characteristic to it. And so it really is a matter of how they're spreading and managing their strategies, but we get the opportunity to have all of that within our umbrella. I think that in terms of going into 2018 we will always be looking at those kind of incremental things that we can do to drive market share, maintain capture and serve our clients and as volume comes up also you've got the potential for some volume caps to head, but we are very confident that we have a good strategy here and there's not - there's no concern within Nasdaq around how are managing this I think it's just a natural way for to manage our client relationships.
Alex Kramm:
Okay. Great thank you. And then just on the Market Technology side for second. This might be a little bit nitpicky, sorry, but you talk about all these business wins and being like a strong partner to clients and new technologies to one thing that I notice at the end of last year is that ASX which has been a partner since the late 90's when somebody else digital assets on something and related to Blockchain. So now maybe you can flushes out a little bit considering that you know you talk about Blockchain a new technology is a lot and it's a strong part in the path. So it looks like a business when other business loss, but something that's been a new wins. So maybe you can flush that particular one out?
Adena Friedman:
Sure, that's not a problem. Yes, so ASX has been a really great partner to us every year and they continue to use us for new things they've signed a new SMARTS agreement they continue to work with us on clearing. We are - but in the derivatives side. We have never actually been a clearing technology provider to them on the cash equity side. That's always been an internal system that they've had. So clearing and settlement of cash equity has been a very internal build call test that they've had a very esoteric to the Australian markets very different from what you'd see and other markets. And what they've been trying to figure out our frankly several years is how to and upgrade or replace or advance that technology. And so they made a decision a couple of years ago actually to partner with digital asset holdings. And it was at the very beginning of the whole discussion around Blockchain and we were really, really early in our internal work there. So I think had they made a decision a year ago perhaps it would have been a different decision. But they were making a decision right when everyone was getting started in digital assets holdings was a little further along and we were very early on. I think that if this stage particularly with the integration of the Blockchain into the Nasdaq Financial Framework I think people are recognizing that what we can offer is a much more integrated way to use the Blockchain end-to-end whereas what they're working on with test is a pure settlement depository solution. And they still have yet to implement it, they still have work to do to get to the implementation stage. But it is we're not going to win every single bit of business from every single of our clients. What we want though is for them to see us as a partner. So that maybe they move forward and ultimately integrate what they've built in the Blockchain into what we have across the rest of the platform. So we still have lots of things we can do together with them.
Alex Kramm:
All right. That's very helpful. Thank you.
Adena Friedman:
Yes, sure.
Operator:
Thank you. Our next question comes from Alex Blostein with Goldman Sachs. You may begin.
Alexander Blostein:
Great. Hey, good morning, everybody. A question for you guys around eVestment first, so just a couple of clarifications. So sounds like $23 million in run rate revenues in Q4. Is that inclusive how many purchase price adjustment is that mostly going to hit you guys in the first quarter? And then just kind of broader it sounds like subscriptions are up nicely where's the demand coming from and I guess what are the areas of potential cross-selling opportunities do you go see for this business now that you've added for a few months now?
Adena Friedman:
Sure. The $23 million was kind of when we run rate it's because it doesn't include the purchase price adjustment that's just kind of within the investment financials when we look at it as a business that's what they delivered in Q4. So that doesn't include a purchase price adjustment. In terms of - and so but - in terms of how that fit into the Nasdaq overall financials there was $11 million purchase price adjustment off that $23 as it kind of came into Nasdaq. And so going into 2018 we still have a few quarters that purchase price adjustment to play out and consistent with what we told you when we closed on the deal. So I think that you just that $23 is a run rate number. In terms of cross-selling I think that - and not only cross-selling but to synergy opportunities from running perspective there are several that where we're working on with them. I think some of the opportunities are the relationships they have within the institutional investment space does give us a chance to look at how we work with them on the Surveillance side, so the Sybenetix, buy-side surveillance platform that we have opportunity to use some of the relationships that eVestment has to get there. We also are integrating the Nasdaq indices into eVestment also bringing some of the investment data onto the analytics hub and making that an aggregated level more available we're also looking at how we can leverage those relationships around selling some of our border leadership tools into the asset management space. So there are a lot of areas of collaboration and work together that we're focused on right now.
Alexander Blostein:
Got it. Thanks for that and then just a quick follow-up to Michael around capital return priority. So as we think about the buyback of incremental $500 million authorization. Is the timing of that really kicks in and once the sell closes to come in the back half of the year and as you think about it goes the implications for sort of the share count over the course of the year. So is the goal to still keeping it flattish or because of the incremental buyback we could actually see overall share count go down for 2018 versus 2017?
Michael Ptasznik:
Yes, so the incremental buyback that would occur would be with the proceeds from - the after tax proceeds of the transaction and so that could result in a reduction in the overall share count. So again the primary use of our normal buyback would be to maintain the share count flat. And then in addition to that we would use the proceeds of the transaction which would result in a reduction in the overall shares.
Alexander Blostein:
I see it great. Thanks so much.
Michael Ptasznik:
And from a timing standpoint, yes, it will start after the closing of the transaction.
Alexander Blostein:
Great. Make sense. Thanks very much.
Operator:
Thank you. [Operator Instructions] Our next question comes from Michael Carrier with Bank of America Merrill Lynch. You may begin.
Michael Carrier:
All right, thanks and good morning. Maybe one more question on just the strategic review and then like the revenue outlook. If I look at 2017, did you guy did around 7% total and then I think it was 2% inorganic. And just when I think about it like from where you are from a leverage standpoint, it seems like on the inorganic side. That will be a little bit less least in 2018, 2019. So, on the organic front, given that you're repositioning some of the businesses, where do you see kind of the opportunities for that 2% to be moving higher? There's obviously some clear things that you mentioned on the listing side and the changes, we just wanted to maybe stag some of those up?
Adena Friedman:
Sure. I mean as we look at the strategic pivot and the orientation that we have around the business, clearly we see the Market Tech and Information Services businesses is deriving a fair amount of growth into the business, and we want to make sure that we're positioning it to continue to drive growth because if we can - if we can continue to accelerate that growth or at least get it to the point where it's really driving the rest of the organization. Then we obviously have the opportunity to bring the whole organization up and that's why we've been pivoting our investment dollars there. So that we can make sure that we can continue to kind of push that that revenue growth up to a more sustainable level that we're really excited about. In terms of Market Services, the issue there is that we can control, we can control. And from a market share perspective and from a pricing and the way that we manage our client relationships, I think we're feeling really good about the largest revenue pools in terms of how we're managing those. If there is a better beta in the market in terms of the higher volumes that obviously creates the lift, but we just can't rely on that. So we're not counting on that as being a driver of growth, but it certainly could deliver it. And instead what we're focused on is how do we make sure? We're optimizing our markets, so that we can take advantage of that if and when it happens. And then on the Corporate Services side, as we said we are - we will be assessing that the growth characteristics of that business, it was close on the PR and DMS businesses because we believe that West actually has a much better opportunity to focus on those businesses, focus on areas that we weren't focused on. Drive can - kind of invest in those businesses and drive growth there, but that was not our focus. So now we get to look at how do we take the capital that we invest into the business and drive it towards things that grow at higher rates. And again Mike, this is something that we will try to layout probably more detail as we get into the Analyst Day in March.
Michael Ptasznik:
And that organic growth number that you quoted that is really being held down because of the reduction that we see in the volatility and activity we see it in the Market Services side as you know. We still believe that mid single-digit growth opportunity on this description recurring revenue side is there and with some of the pivot we're making, we're obviously if you try and accelerate those as much as possible. So if you break a few pieces of the business, we are seeing higher growth in the subscription recurring revenue side.
Michael Carrier:
Okay, it makes sense. Thanks.
Adena Friedman:
Okay.
Operator:
Thank you. Our next question comes from Jeremy Campbell with Barclays. You may begin.
Jeremy Campbell:
Hey, thanks. Just wondering within the context of your strategic plan, how do you guys think about the implications from the big announced Blackstone deal to acquire the Financial and Risk business from Thomson Reuters and whether that shake up may yield any opportunities are for Nasdaq to either grow faster organically or inorganically or perhaps even look to monetize some pieces?
Adena Friedman:
We are reading the news, at the same time you are. So we're just trying to make sure we understand the contours of that partnership that they've announced and understand kind of implications. Thomson Reuters is a great partner to us actually in the Corporate Solutions business and in our Data business and we would certainly expect them to continue to serve those roles to us going forward. But we're digesting the news at the same time you are right now.
Jeremy Campbell:
Well, it's funny because their partner, but there is also a little bit of a competitor in some areas too. Just wondering like the big picture if there is a jump, all like that as it happened before does that usually - does it tend to yield any opportunities that might be interesting on your guy's side?
Adena Friedman:
Yes, generally speaking, we don't view Thomson Reuters as a competitor to us. They are a great distributor to us. They partner with us. They actually I mean we do things like - we've put our DWA data onto their platform for a web share type of model. I mean we do a lot with them. So we don't see - we don't kind of view them in the same way that maybe you do. But obviously will kind of look through what's happening there and understand whether there are opportunities.
Jeremy Campbell:
Great, thanks.
Operator:
Thank you. Our last question is from Ben Herbert with Citi. You may begin.
Benjamin Herbert:
Hi, good morning. Thanks for taking the question. Just wanted to follow-up again on the Public Relations and Digital Media sale and having those marked as held-for-sale that $335 million, our position price, what those adjustments might be and then the potential to take a gain in the second quarter as it closes?
Michael Ptasznik:
So we had - the last quarter when we announced that we were doing strategic review. We put the assets on the books and available for sale basis. So there's $250 million that shows on the books as the book value of that. So obviously a $350 million less whatever cost part of the transaction and the two will net off. So it's premature for us to tell you what the final number is, but there will be some gain. We will non-GAAP that obviously because we were into through the non-GAAP earnings. But those are roughly the numbers that you will be looking at. That helps?
Benjamin Herbert:
Yes, thank you.
Michael Ptasznik:
Okay.
Operator:
Thank you. I'd now like to turn the call back over to Adena Friedman for closing remarks.
Adena Friedman:
Thank you. Well, Nasdaq's fourth quarter performance was solid. The team is definitely energized and focused on delivering for our clients and exploring opportunities that will shape who we are as an organization and what will be coming and the years to come as you can tell that's a big area of focus for us and it really is an exciting time to be leading Nasdaq as the industry and technology role continue to evolve. So we continue to work with the industry and other key stakeholders on a regulatory framework that we believe will provide maximum support to our clients while preserving critical investor protection and that would benefit the broader investment community and the broader economy it serves and also internally, we are focused on making sure that our clients come first every day and that we can - we bring the most innovative and creative solutions to them today and in the years to come. So thank you very much for your time today.
Operator:
Ladies and gentlemen, this concludes today's conference. Thanks for your participation. Have a wonderful day.
Executives:
Ed Ditmire – Vice President, Investor Relations Adena Friedman – Chief Executive Officer Michael Ptasznik – Chief Financial Officer
Analysts:
Rich Repetto – Sandler O’Neill Chris Harris – Wells Fargo Jeremy Campbell – Barclays Dan Fannon – Jefferies Sameer Murukutla – Bank of America Brian Bedell – Deutsche Bank Alex Blostein – Goldman Sachs Vincent Hung – Autonomous Ben Herbert – Citi Kyle Voigt – KBW Alex Kramm – UBS Patrick O’Shaughnessy – Raymond James
Operator:
Good day, ladies and gentlemen. Welcome to the Nasdaq Third Quarter 2017 Results Conference Call. At this time, all participants are in a listen-only mode. Later, there will be a question-and-answer session, and instructions will follow at that time. [Operator Instructions] As a reminder, this conference call is being recorded. I would now like to turn the conference over to Ed Ditmire, Vice President, Investor Relations. Sir, you may begin.
Ed Ditmire:
Good morning, everyone, and thank you for joining us today to discuss Nasdaq’s third quarter 2017 financial results. On the line are Adena Friedman, our CEO; Michael Ptasznik, our CFO; Ed Knight, our General Counsel; and other members of the management team. After prepared remarks, we’ll open up to Q&A. The press release and presentation are on our website. We intend to use the website as a means of disclosing material non-public information and complying with disclosure obligations under SEC regulation FD. I’d like to remind you that certain statements in this presentation and during Q&A may relate to future events and expectations, and as such, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. Information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press release and periodic reports filed with the SEC. And now I’ll turn the call over to Adena.
Adena Friedman:
Thank you, Ed. Good morning and thank you for joining us. I am pleased to report Nasdaq’s strong third quarter 2017 results today. I also want to discuss how we are deliberately evolving the strategic direction of the company, the actions we’ve taken to drive that forward to date and address the regulatory environment and some of the developments there. The results we delivered during the quarter are indicative of our strong focus and alignment with our clients needs. In particular, we increased our non-GAAP diluted EPS by 12% year-over-year, excluding the $0.04 benefit from changes in the share-based tax accounting. We generated total net revenue of $607 million and non-GAAP operating income of $290 million, up 4% and 8% respectively year-over-year. We continue to execute well to achieve our 2017 priorities, including improving our competitive position across our businesses, integrating the 2016 acquisitions and delivering on their full promise and commercializing our expertise in emerging technologies and bringing new solutions to the marketplace. Growth was especially strong in recurring and subscription side of the business, where we generated 76% of our third quarter revenue. First, Information Services saw strong performance with the $150 million in revenue for the quarter with especially strong growth in Index Licensing and Services revenue up 21% year-over-year, a testament to the unique position – positioning that we established in the Index base, with over 40% of our license AUM and smart beta products. Market Technology generated revenues of $77 million, an increase of 5% year-over-year and year-to-date, the segment has generated $215 in revenue up 8% year-over-year. We exited Q3 on a strong footing in terms of backlog, new client wins, and fast business trends, all of which we expect to drive future growth. We’re positioning ourselves to further that growth momentum to our investments in Sybenetix and internal development initiatives, most notably our investment in the Nasdaq Financial Framework, our next generation market infrastructure platform. Under our Market Services segment, Trade Management Services saw strong growth from some of our newer products. In particular a third party connectivity, which contributed to a 9% increase in the quarter year-over-year. The trading side of the business is performing well, despite historic lows and volatility and muted industry volumes. Due to market share gains in the three largest trading revenue categories U.S. options, U.S. equities, and Nordic equities. This is a visible example of the progress against one of our 2017 execution priorities to improve our competitive position. With another one of our 2017 priorities, our acquisition integration efforts I’m very pleased to say that we have completed the technology integration of the ISE options exchanges onto the INET technology. The team did an outstanding job with a complex integration, which they completed on time and which enabled us to execute on all of our synergy expectations. There are areas of our business that continue to show slower growth and then we would like, in particular, our Corporate Solutions and our Listing Services businesses. In terms of listings, we are seeing some encouraging business level operating trends. In the Nordics, despite a seasonally slow third quarter, our new listings are still on their way to a record in 2017 with 72 new listings so far this year up 24% year-to-date. In the U.S., we have had 87 IPOs during the first nine months of 2017, up 32% year-to-date over the comparable period last year, and we increased our IPO win rate to 77% during the third quarter, improving our year-to-date win rate to 60%. In 2018, we’ll enter the final phase of the 2015 pricing changes in listings, when U.S. corporate listing customers, who haven’t already opted in will transition to the bundled annual and listing of additional share fees, which will bring a moderate revenue benefit next year. In Corporate Solutions, where year-over-year comparisons were flat, we’re taking actions to better position ourselves strategically and leverage the parts of those businesses that played in Nasdaq strength and expertise going forward. I’ll provide more detail around this later in my remarks. Moving on from the financial metrics, I want to spend a few minutes discussing the long-term opportunities we’re focused on that will continue to position this firm for growth in the quarters and years to come. As I mentioned in our September call, in terms of our strategic planning, we’ve been examining the key trends that will drive change and evolution in our industry with a focus on how we can best serve our clients, as they adapt in response to technology and other industry advancements in the coming years. We intend to use our capital, talent and other resources to align ourselves with the need of our clients both today and tomorrow. The specific long-term trends that we believe will impact our business are
Michael Ptasznik:
Thank you, Adena, and good morning, everyone. My commentary will primarily focus on our non-GAAP results and our comparisons will be to the prior year period unless otherwise noted. Reconciliations of U.S. GAAP to non-GAAP results can be found in the attachments to our press release and in the presentation that’s available on our website at ir.nasdaq.com. Starting with the third quarter revenue performance. As shown on Page 3 of the presentation, and organic growth on pages 4 and 16. The 4%, or $22 million, increase in reported record net revenue of $607 million consisted of organic growth of $15 million with 3% organic growth in the non-trading segments and 1% organic growth in Market Services. And a $7 million favorable impact from changes in foreign exchange rates. We look now with the highlights within each of the reporting segments. I will start with Information Services, which, as reflected on pages 5 and 16, saw a $13 million, or 9%, increase in revenue, consisting of $12 million, or 9%, organic growth. Index Licensing and Services revenues were up 21% in the third quarter of 2017, primarily due to higher assets under management and exchange traded products linked to Nasdaq indexes, with AUM reaching a record $154 billion as of September 30, 2017. Market Technology revenue, as shown on pages 6 and 16, increased $4 million, or 5%, with organic growth totaling $2 million or 3%. Organic growth totaled 8% on a year-to-date basis, which we point out because organic growth in Market Technology tends to fluctuate quarter-to-quarter more than other segments. The period and backlog finished at $805 million a record high and an increase of 9% from the prior year quarter. The operating income margin for Market Technology was 21%, down 5 percentage points from 26% in the prior year period, reflecting the impact of investments we are making to upgrade our technology for the next generation Nasdaq Financial Framework, and to enhance and grow our surveillance offering. Turning to Corporate Services on pages 7 and 16, revenues declined $1 million, or 1%. While listings activity in the Nordic region is robust, revenue growth in the Nordics was offset by lower U.S. listings revenues from the runoff of listing of additional shares or LAS fees due to activity generated in past years. For the Corporate Solutions segment, growth was flat in the quarter. Reflecting the progress we’ve achieved in our synergy targets, the Corporate Services operating margin was 28% versus 26% in the prior year period. Market Services net revenues, on pages 8 and 16, saw a $6 million, or 3%, increase, equally split between organic growth and the positive impact from changes in foreign exchange. Market Services operating income margin totaled 54% unchanged versus the prior year period. Turning to pages 9 and 16 to review expenses. Non-GAAP operating expenses were unchanged at $317, with a $4 million organic expense decrease offset by $4 million unfavorable impact from the changes in foreign exchange rates. Turning to slide 10, our revised 2017 non-GAAP operating expense guidance is $1.275 billion to $1.29 billion versus $1.26 billion to $1.29 billion previously. The updated guidance largely reflects to closing of our acquisitions of eVestment earlier this week and Sybenetix towards the end of the third quarter. As this is our typical practice, we established 2018 expense guidance when we report the 4Q 2017 results in late January. But understanding that many of you will be working now to incorporate our acquisitions particularly eVestment into your model, please keep the following in mind. We’re considering our 2018 expense run rate, in addition to the organic growth rate of core expenses, which in recent full year periods has been 3%. We believe our 2018 expense run rate should also reflect a 6% non-organic increase over 2017, due to the full year impact of the late 2017 acquisitions of eVestment and Sybenetix. The 6% non-organic increase reflects growth in the expense basis of the acquisitions to support the continued organic growth, as well as upfront integration costs including certain retention and incentive programs. Non-GAAP operating income increased 8% in the third quarter of 2017 and the non-GAAP operating margin totaled 48%, an increase from 46% in the prior year period. Net interest expense was $32 million in the third quarter of 2017, a decrease of $4 million versus the prior year period, primarily due to a lower average debt balance since the 2016 acquisitions. The non-GAAP effective tax rate for the third quarter of 2017 was 31%, in the middle of the 30% to 32% range we provided during the last quarterly call. We continue to expect the 2017 non-GAAP effective tax rate to be in the range of 30% to 32%. Non-GAAP net income attributable to Nasdaq for the third quarter of 2017 was $181 million, or $1.06 per diluted share, compared to $154 million, or $0.91 per diluted share, in the prior year period. The adoption of accounting standard ASU 2016-09 added $0.04 to our 3Q 2017 results. Turning to capital, as shown on Slide 11, debt increased $991 million versus 2Q 2017, primarily due to issuing a $500 million floating rate note during the period in preparation for the closing of eVestment transaction and $48 million increase in euro bonds due to changes in FX rates. This increase was partially offset as we use the portion of the proceeds to temporarily pay down, $340 million of commercial paper. This resulted in our debt-to-EBITDA ratio ending the period at 3.1 times versus 3.0 times at the end of second quarter of 2017. With eVestment acquisition, we expect our leverage ratio to temporarily increase and then we plan to deleverage a mid-2 times leverage ratio by mid-2019. Share repurchases in the third quarter totaled $80 million, bringing year-to-date repurchases to $175 million. Together with Dividend payments, we have return $355 million to shareholders through the nine months of 2017, representing 66% of our non-GAAP net income in the period. Looking forward, while the near-term, our actions in part will reflect our commitment to deleverage towards our mid-2019 commitment to reach a mid-2s gross debt-to-EBITDA ratio, we are looking to optimize the returns to shareholders through continued investment in organic growth initiatives, carefully considered M&A, continuing to grow the dividend as earnings and cash flow increase and buybacks that principally offset the impact of share issuance. Before I turn the call back over to Adena, we wanted to take this opportunity to provide you with some additional color on our Information Services business and have added some additional disclosure on Slides 12 and 13. First, I’d like to provide some detail on the implications of the eVestment acquisition we closed this week and how its revenues will be reflected in our financials, and later, the temporary impacts of the purchase accounting adjustments for deferred revenue balances. On Page 12 of the quarterly presentation, we reiterate that eVestment revenues have grown an average of 12% per year over the period from 2013 through the first half of 2017. 2Q 2017 trailing 12-month revenues were $81 million. Due to a write-down of deferred revenue under purchase accounting, revenues related to eVestment are expected to be reduced by approximately $34 million for the 12-month period following the acquisition or $9 million in 4Q 2017, $11 million in 1Q 2018, $8 million in 2Q, $5 million in Q3 and $1 million in 4Q 2018. Revenues in 2019 and beyond will not be affected by the purchase accounting adjustments of deferred revenues. Secondly, I’d like to follow up Adena’s comments on the regulatory environment and in order to help answer requests from the investment community for more detail on the data business, we’ve included a slide on Page 13 of the earnings deck. We hope this helps investors understand some of the nuance in our Global Information Services business, in particular understanding the portion of our business that comes from the U.S. equity proprietary debt and shared tape data product groups. This revenue consists of a number of different products that are grouped and for the categories of pro display and nondisplay fees, nonpro fees, license fees as well as the revenues from Tapes A, B and C. Interestingly, as we have continued to diversify and expand our overall Global Information Services business with particular focus on our index business and nonequities data, over the past 12 months, our U.S. equities debt fees represent approximately 4% of our overall revenue. As the chart demonstrates, today, most of our Information Services revenues and particularly our growth opportunities are focused on products and services that are not related to U.S. equity market structure. And this will be further diversified enhanced with the inclusion of eVestment starting this quarter. Thank you for your time, and I’d now like to turn it back to the operator for Q&A.
Operator:
Thank you. [Operator Instructions] Our first question comes from Rich Repetto with Sandler O’Neill. You may begin.
Rich Repetto:
Yes, good morning, Adena. Good morning, Michael.
Michael Ptasznik:
Good morning.
Adena Friedman:
Good morning.
Rich Repetto:
And I guess, the question is going to be since you just went through Slide 13, Michael, but on the Market Data, I think it was a combination of Treasury report as well as a new appointment at the SEC. Could you comment, Adena, on any views you might have? Obviously, the positions of the individual that’s appointed ahead of trading in markets were very much, I would say, pro dealer. Could you comment on what you’d expect or – because I think the investment community is adding these two together, I guess, and what you expect from a person taking that position?
Adena Friedman:
Well, I would say very definitively we’ve had a long and productive working relationship with the SEC, and we expect to continue to. I think that since Chairman Clayton came into the role earlier this year, we feel that we have been very aligned in some key areas of concern that we’ve had around the capital markets and making sure that we have a great balance of investor protection with robust and exciting U.S. public capital markets, and we would expect that we will continue to be able to work towards those goals with the Chairman as well as with the staff, and we look forward to working with Brett in his new role in Trading and Markets. I think, in general, as we mentioned with the Treasury report as well as with the changes there, we feel that the Treasury report is pretty clear in articulating issues around market data that are still very consistent with the SEC and their guidance around the use of SIP data for best as well as the reasonable and fair standard that they applied to our Market Data filings today. So we don’t really see any change that comes from the Treasury report recommendations or from the activities that we’ll have at the SEC in that regard.
Rich Repetto:
Thanks, that’s helpful, Adena. And I guess, the last question is more open, but you did outline sort of what you looked in the key areas of growth for strategic planning whether it be the marketplace economy, investments banks, et cetera. But I guess the question is have you been able – does this – as you assess the whole strategic pivot, does this incrementally add to the growth rate? Like what do you expect, if you could quantify that in any way, it’d be helpful.
Adena Friedman:
Sure. Well, I think that we have been and will continue to be very focused on total shareholder return, and we have as our goal to deliver double-digit total shareholder return and we will continue to have that as our goal and our target. I think that as we – we are pretty early on in the strategy, but as we execute against that strategy, we will continue to evaluate and assess the growth rate, the long-term growth targets that we provide to you, and if there are opportunities to increase this, we certainly will. We also want to make sure that we provide you insight into the investments we are making, in particularly in R&D, that are focused on our strategy so that we can provide you an update and measures for you to be able to understand how we’re progressing against those investment areas. And so we will continue to provide – and probably provide little bit more disclosures in the future just around our R&D activities. But generally speaking, our goal is to make sure that we can deliver on that double-digit total shareholder return and we hope to be able to do that with increased growth over time as we execute against our strategy.
Rich Repetto:
Great. Thank you very much.
Operator:
Thank you. Our next question is from Chris Harris with Wells Fargo. You may begin.
Chris Harris:
Thanks, guys. Two questions on market structure. One, wondering if you guys are supportive of a pilot to examine the impact of reduced access fees? And then related to that, if maker/taker went away, what do you think would be the impact on your business?
Adena Friedman:
So in terms of the access fee pilot, what we’ve discussed and we’ve said in public testimony is that we are willing to work with the SEC on an access fee pilot. We tried to implement – tried to do it without the SEC involvement a couple of years ago, but the other exchanges didn’t choose to participate in that, so it’s hard to get any sort of meaningful results out of it. But I would say that we are willing to work certainly with the SEC to implement an access fee pilot. We have expressed some real concern around the access fees as these apply to smaller company stock and the need for makers to have proper incentives to post close and be involved in those stocks. So we are pretty adamant about our concern around that, and so how they construct the pilot, how long they run it, how many stocks are involved, which stocks are involved are going to be very important to working with them on that. But I do believe that there – it seems like it’s something that they are interested in trying to do and so we will work with them if that’s their decision. In terms of the impact of elimination of access fees, this has been a part of our markets. It’s part of – it’s integrated and integral to Reg NMS and so to the extent that there is a review of Reg NMS and all of the market structure components there, that, certainly looking at access fees, could be a part of that over the long run. But elimination of access fees, we don’t really try to predict the impact of that. I think that it is an integral part of our market structure today and it likely will continue to be with the pilot giving us some information as to the impact of that over time.
Chris Harris:
Thanks a lot.
Operator:
Thank you. Our next question comes from Jeremy Campbell with Barclays. You may begin.
Jeremy Campbell:
Hi, thanks. Just a quick question on your Info Services. Thanks for the incremental disclosure here, I think it’s going to be useful for folks. But just thinking big picture in your entire Info Services complex, but maybe especially in the proprietary U.S. equity stuff that’s under the scrutiny here, how much of the top line growth from the past was from price increases? And with the focus here on this kind of vertical, what do you think the outlook is for price increases going forward on this business?
Adena Friedman:
So overall, within our Information Services business, we have given some clarity on that in the past where we say somewhere in the range of 1 to 2 percentage points of growth can come from price increases in general. That does not pertain necessarily specifically to each speed. So we have, as you can tell, a very diversified business. We work very closely with our clients and with industry groups to understand how we’re adding value to this product, how the use of this product are changing and therefore we factor that into any pricing decisions we make. But that’s a general comment across all of Information Services and we don’t – and there are many times when we don’t make increases in any particular product. We do it based on maybe changes and enhancements, improvements we made to the products and changes in usage that would warrant a change in price and that’s generally how we run the business.
Jeremy Campbell:
Thanks. But would it be fair to say that maybe the – instead of wiping out this revenue stream like some people were kind of doing, maybe it’s more about the growth rate of this might be slowing versus where it had been in the past given the kind of the U.S. Treasury proposal?
Adena Friedman:
I would say – as we said before, the U.S. Treasury proposal, in our opinion, is completely consistent with current practice and it’s consistent with the current requirements that the SEC places on broker-dealers for their best execution obligations. So we continue to support a mid-single-digit growth rate for the Global Information Services business in the years to come and that includes that the complement of everything we do there and our focus areas on growth in terms of our data analytics, the growth in our index business, our focus on the buy-side and the investment community in addition to all the current products that we support that support the broker-dealer community.
Jeremy Campbell:
Great, thank you.
Operator:
Thank you. Our next question comes from Dan Fannon with Jefferies.
Dan Fannon:
Thanks. Just a follow-up on the expenses and kind of the outlook for next year. So just want to clarify you talked about kind of a 3% core Nasdaq expense growth rate but – that jives – or compares to roughly 1% I think you guys are tracking at this year. And then just the 6% number I think you talked about on the combined businesses of eVestment and Sybenetix. That’s what you’re going to be spending on just the kind of core growth of that business going forward versus any synergies or anything that might be coming out?
Michael Ptasznik:
Yes. So first of all, with the 3% relative to the 1%, 3% represents the historical growth rate we’ve typically seen for synergies. And so this year, the 1% on a year-to-date basis really does take into account the synergies we have for the four acquisitions and the flow-through of that into this year. So 3% would be a normal organic growth rate over the last few years before the synergies. With respect to the 6%, that 6% does reflect the combination of the Sybenetix and eVestment, the year-over-year approximate increase due to those acquisitions and what that impact would be. It includes the run rate, the growth that we expect behind those businesses as we said we believe that eVestment will continue to attract growth as well as Sybenetix obviously. And then additional, as we disclosed here, there are some upfront integration costs from incentive, retention compensation and some other things that we’re going to be spending. When we did the call – when we announced the eVestment deal, we did talk about how there will be some synergies in the business that will be offset by some additional expenses that we’ll be spending. And so some of that is with respect to the timing. Some of the upfront costs obviously have to occur now and then the synergies will come in a future period.
Dan Fannon:
Got it. Thank you.
Operator:
Thank you. Our next question comes from Michael Carrier with Bank of America. You may begin.
Sameer Murukutla:
Hey, Good morning, Adena, Michael. This is Sameer Murukutla on for Michael Carrier. I guess I wanted to focus more on the Market Technology segment and I think you highlighted the growth in the SaaS effort. Can you just give us more detail on this initiative? What kind of growth rate you’re seeing? Who you primarily are competing with? And I guess is this really being reflected in the backlog order intake as, I guess, it didn’t move up as much as I expected on a quarter-to-quarter basis?
Adena Friedman:
So you’re asking the question across the full segment? I just want to make sure. Okay. Yes, so I think that in terms of the overall growth of Market Tech where we continue to see very strong demand is frankly in existing clients taking on more of our services and some new clients signing up to take our services, particularly in the post-trade area, in the surveillance and risk management areas as well as some new trading clients that we’ve been able to attract this year and then I would say that in our surveillance area. So the SMARTS surveillance business continues to be a high grower for us. And that – and all of those pieces are included in order intake, in the order backlog. I think that in the third quarter, it’s – you do have some vacation periods. It does slow down some of our clients from making decisions, but we have had some really good wins this quarter, most notably having a Tier 1 bank choose us to develop their foreign exchange trading system in addition to some post-trade wins with our clients. So we are continuing to see very strong demand dynamics within the business. We do believe that the order backlog does reflect the potential for us to continue to show good organic growth in that business, and we continue to have great dialogue with our clients as we roll out the Nasdaq Financial Framework and other new services that will expand what we can do for them.
Michael Ptasznik:
And as we mentioned on another call is as more of business continues to convert towards more of a SaaS recurring business, the order backlog number is maybe not as representative as it has been in the past. So we will be revisiting those measures in the future as we try provide you with some additional color or some alternative measures to help see how the growth of the businesses is coming along.
Sameer Murukutla:
Thanks for the color.
Operator:
Thank you. Our next question comes from Brian Bedell with Deutsche Bank. You may begin.
Brian Bedell:
Hi, great, thanks. Adena, maybe just a little bit more on the regulatory side of things. I mean, you mentioned obviously this sort of relook at Reg NMS. I guess, reasonably, in your view, how long would it take, and it’s always tough to obviously gauge regulators, but how long do you think it would take to run through the pilot programs and the process of gauging how effective the pilots were and actually changing any kind of rules on market structure? And also same thing on the Market Data set, and I know you know obviously Tom Wittman and Chris Concannon and Tom Farley put a letter together with some concerns on the access fee pilot. So just trying to gauge sort of a timing of how long that whole process might take and to what extent that would impact your business in a much more distant future than the near term?
Adena Friedman:
Sure. Well, our regulatory process, particularly SEC rule-making is a robust process. It goes through an extensive comment period. It goes through a lot of debates and discussions. And so I can’t predict how long that type of process could take, but in prior experiences, it’s been a multi-year experience to try to look at significant changes in market structure at the SEC. And I – what I’m pleased about is that it does go through a robust process. They have to go through an economic review. They have to seek comments from the industry. They allow this – the industry to have a deep dialogue with the staff and with the commission. And they do this in a way that’s very overt and open to public comment as well, so that everyone kind of understands the process as it unfolds. But it is a long process and for good reason. These are important decisions to make. They are important to our U.S. capital markets and to the way that the system works. They are integrated and integral, so they – it’s hard to take one part of a system and change it without having consequences to other parts of the system. So it is really important for them to be very careful in considering them. And I think they are. So my experience has been, over many years of working with the SEC, is then they do take these things very seriously and they go through a very robust process. So I can’t predict specific times, but it generally is a multi-year process.
Brian Bedell:
That’s great color. And then maybe on – back on the strategic review for the Public Relations and Digital Media. Obviously, you’ll announce something when you have something. But if we were to sort of assume that business is sold, given the revenue and operating income metrics, $395 million of revenue, I think it’s about 13% of or so of your nearly $1.5 billion of nontrading revenue, can you give us a sense of the growth rate of that piece of business? And assuming that slower growth, that would sort of automatically enhance your nontrading revenue? And then as you pivot towards investments in some of the faster-growth segments, could we see some upside to that mid-single-digit overall nontrading revenue long-term growth profile?
Adena Friedman:
So the PR and the Digital Media businesses have been slow to no growers essentially. They’re not growth areas for us. I think that part of that is because we focus very much on the IR component of those businesses because, of course, that’s our inclination, using those services to interact with the capital markets and manage the public company components of working in the capital markets. I mean, I think that we are finding that we have a better opportunity to use our skills, our expertise and our strategic relationships with our clients to really – more on the intelligence side, the IR Insight, the advisory business, the board and leadership businesses. So – and those are higher-growth businesses as a general matter than the PR and Digital Media businesses. In terms of the pivot, I mean, the goal of our strategic review is to find ways to elevate our growths rate to push ourselves towards the higher-growth businesses. And as we execute against that strategy, as I said earlier, we really do – we will be looking to assess our growth rates and provide you updated guidance or at least our long-term, medium-term outlook, I think that’s what we call it, in terms of our revenue growth rates as we execute against that strategy. And to the extent that we have completed the strategic review there and we’ve got eVestment inside our organization, those will be the types of things that will drive us to reassess our growth rates.
Brian Bedell:
Okay. So it’s more like a next year type of potential change in that?
Adena Friedman:
We are in the middle of execution today, so we’ll see how things go.
Brian Bedell:
Okay, okay. Fair enough. Thank you.
Operator:
Thank you. Our next question comes from Alex Blostein with Goldman Sachs. You may begin.
Alex Blostein:
Great. Thanks, good morning everybody. Just a couple of follow-ups around the operating leverage discussion, one kind of a specific question and one broader picture question. I guess, on the specific side, looking at Market Tech, this obviously remains a faster-growth area for Nasdaq. It sounds like you guys are going through near-term investments, but the margins are kind of in the 20%, 21% range for the last couple of quarters. How long do you guys think the elevated investments then will persist? And how should we think about incremental margin expansion opportunities in that particular segment? And then I guess, the follow-up on a broader side of things, just, Michael, taking kind of your comments around expectations for expenses for next year, obviously too early to be too explicit. But can Nasdaq deliver operating leverage next year, assuming kind of mid-single-digit kind of revenue growth rates that you’ve targeted in the past? Thanks.
Adena Friedman:
Well, with regard to Market Tech, I think that we are making some very good investments in the technology. And as a technology business, you always have – you have to have some investment dollars. I think, yes, that we have to have some concentrated investment in – with the Nasdaq Financial Framework and some real investment in the SMARTS surveillance business and some of the new capabilities we’re bringing there. And so I think that, that will continue to have an impact on the expenses of the business in the near-term, as you mentioned. I think the question is can we deliver that into a more scalable business going forward, and that is most certainly the goal. As Michael mentioned, we are moving more of our revenue towards the SaaS model, recurring license model and trying to make it so that we also have a more hosted solutions over time. And we do believe that also will give us more operating leverage in that business. So we do definitely have opportunities with these investments we’re making to create operating leverage in that business. But it will always be an area that we invest in because there’s always new technologies we can apply and provide for our clients. And so I think that’s a general answer to Market Tech. You want to answer the expense question, Michael?
Michael Ptasznik:
Yes, I would say with respect to the – with respect to whether we’re going to have margin expansion or not, obviously that is the goal over the medium to long-term of the organization, to continue to, as Adena said, drive to double-digit TSR, continue to grow the business, grow the top line at a faster rate than the expenses, which should drive that margin expansion. So on a year-over-year basis, we don’t give margin goals on a year-over-year basis, but that is the goal that we would have as an organization over the medium-term. There’s a number of things coming into next year like the eVestment, we talked about the impact of eVestment or the revenue impact of the acquisition there, what ends up having strategic review. So there’s a lot of moving pieces with respect to next year and we don’t provide that short-term guidance. But really, the focus is driving TSR and margin expansion over the medium to long-term.
Alex Blostein:
Got it. All right, fair enough. Thanks guys.
Operator:
Thank you. Our next question comes from Vincent Hung with Autonomous. You may begin.
Vincent Hung:
Hi. Just a question on the SIP. So the SIP has seen numerous improvements in recent years, I guess mostly in latency. Given these improvements, did you ever see any impact on your proprietary data business? I’m just trying to understand whether meaningful improvements in the SIP here could lead customers to find that proprietary data is redundant.
Adena Friedman:
So the answer is no, we have not seen any impact on the demand for our proprietary data in relation to the improvements we’ve made in the SIP and the latency there. I think that people see them as serving two different needs. So the SIP obviously as a basis for best execution. It’s the foundation for interacting with the capital markets. The Depth fees allow for companies to have a lot of different strategies that they undertake to interact with those capital markets or to give clients just a bit a bigger and bigger picture of the market. We generate revenues, as you can see, in our Depth fees across a whole range of clients, so you’ve got nonprofessional users that get a chance to see Depth through their online brokers, you’ve got professional institutional users that are using it to really get a sense of where the market is and where it’s going. And then you also have the professional traders who are using it to actually interact and execute strategies in the market. So we have not seen any sort of shift in the demand characteristics as a result of improving the SIP latency.
Vincent Hung:
Great, thanks.
Operator:
Thank you. Our next question comes from Ben Herbert with Citi. You may begin.
Ben Herbert:
Hi, good morning. Thanks for taking the question.
Adena Friedman:
Sure.
Ben Herbert:
Just on eVestment, could you provide a little more color on the competitive position and then how that might change or improve kind of plugged into your platform?
Adena Friedman:
Well, I would say that eVestment today has a very strong competitive position. Bjorn Sibbern has been – who leads our Information Services business has been working very closely on the integration planning with the eVestment team. And we continue to be just incredibly impressed with the business, with the client, the interactions they have with their clients, with the level of distribution and penetration they have in the industry and kind of the unique nature of how they bring the information together and the analytics they can revise to every aspect of the investment management community. So they have a very strong competitive position. I would say that they are relatively unique in how the data that they’ve been collecting, the penetration in the market and the analytics that they generate and we would expect that our synergies with them are that we can probably bring even more advanced analytics to the data that they have. We have our Mutual Fund Quotation Service and we would expect to integrate that and potentially get more penetration of that service to their clients. We have the potential to create new indices and other data products that are more generally available based on the public data that they collect. And so we just see great opportunity and synergy between the businesses to increase distribution, but also to deepen our relationships with the investment management community.
Ben Herbert:
Thanks. And then maybe just a quick follow-up on Sybenetix. That $805 million backlog, would that include any backlog related to Sybenetix.
Adena Friedman:
I would say – what we’ve been saying is that the revenue – Sybenetix is a small company today. It definitely will include the backlog from Sybenetix going forward, but it doesn’t suddenly create a significant change in backlog upon the closure of the deal.
Ben Herbert:
Great, thank you.
Operator:
Thank you. Our next question comes from Kyle Voigt with KBW. You may begin.
Kyle Voigt:
Hi, good morning. Just first question on the strong growth in Trade Management services. I know you cited in the slide deck an increase in customer demand for third-party connectivity in colo. We don’t have any underlying stats on how the number of subscribers or users of these products has changed over time. But I’m wondering if you could help us kind of bridge the gap between the higher customer demand that you’re seeing for connectivity with, on the other side, kind of continued consolidation of market makers and high-frequency traders and that consolidating trends you need to accelerate more recently.
Adena Friedman:
Well, we are – I mean, generally speaking, the client base in our TMS business has increased over time. We continue to see new participants actually coming in and asking for connectivity in addition to obviously the acquisitions create kind of a countertrend of that in some regards, but frankly we continue to have active sign-up and new clients coming in to support the TMS business. And it’s basically in terms of also the growth that we’ve gotten from Chi-X and the ISE integrations also have contributed to growth in that business as well.
Kyle Voigt:
Okay. And then just as a follow-up on a prior question on the Treasury report and specifically the question related to the SIP, one of the recommendations was to move to a consolidator model to provide alternatives to the SIP. And I know it’s a relatively broad recommendation and not many details were kind of in the recommendation, but just trying to understand that you would envision that model playing out? And how it could potentially impact the SIP data revenue pool for the industry as well as maybe some other products that already – that you had already compete with the SIP such as Nasdaq Basic.
Adena Friedman:
So first of all, the multiple consolidator concept is not a new concept at all. It’s been a concept that the industry has been discussing for a while. The UTP committee has had that as an open-agenda item for a while. So it’s not a new concept. I think that it – as I said before, we have not objected to the concept of a multiple consolidator model so long as it does not place undue burden on the broker-dealer community or the exchanges to create it. I think that it is – just so everyone understands, the SIP itself is its own technology contract. We – the MAR Market Technology business has a contract with the UTP committee to provide the SIP technology. In terms of having potentially a competing SIP, that’s fine. I mean, that – the question is who else is going to pay for that? But that is not related to the Market Data revenue itself. The Market Data revenue itself and the pricing of that is done by the UTP committee and that would continue to be the case even if there are multiple SIPs distributing that data. So I don’t believe that would have an impact on the revenue, it would just create an alternative to the SIP. And I think that there have been discussions on multiple consolidators or just a distributed SIP model and we’ve had, I think, productive dialogue on both of those ideas over time.
Kyle Voigt:
Thank you.
Operator:
Thank you. Our next question comes from Alex Kramm with UBS. You may begin.
Alex Kramm:
Hey, good morning. Just – I guess, coming back to that regulation topic that we’ve been debating all day here. I think the bigger reason why we’re having this debate is obviously because broker-dealers, customers are facing a hard time in seeing nontransaction costs in U.S. equities go higher and that doesn’t, obviously, not just include Market Data, but also includes things like connectivity, colocation, port fees, et cetera. So to Kyle’s question just now on the trade management fees, which is, I think, roughly $300 million per year trailing, how much of that is U.S. equities? Is there – what’s the pricing dynamics there? And are you getting a lot of like questions or headwinds from clients on that part of the business? Because I think it’s included in, I think, the bigger debate, right, so maybe some more color?
Adena Friedman:
Yes. I mean, our overall TMS business includes a lot of – also is a very diversified business and it supports a lot of different asset classes. It also supports our Trader Reporting clearly and other things, so it is a diversified revenue stream itself. We do not separately disclose the components of that revenue stream. I think that generally speaking, the demand for overall just cabinet support, colo, things like that have been steady over time for the U.S. equities markets. We’ve had growth in that business coming from some of the acquisitions, as I mentioned, with Chi-X and ISE and earlier with eSpeed. So I think that we’re growing by having more things – more exchanges, more asset classes traded through our data center in addition to having connectivity for equities and I would say a variety of different connectivity choices that we offer to all of our clients across asset classes. So we – we’re not getting – I would say this, Alex, it’s a very steady business. We work very productively with our clients. We continue to have actually new customers signing up for certain services in connectivity into equities in addition to other asset classes and it’s a been a nice, strong part of our business.
Alex Kramm:
That’s fair enough. And then just very quickly for Michael, did you point out audit fees this quarter? I think in the press release you said it was a driver, but what’s the number this quarter.
Michael Ptasznik:
It was $8 million in this quarter. It was $4 million the same quarter a year ago.
Alex Kramm:
Perfect, thank you.
Operator:
Thank you. Our next question comes from Patrick O’Shaughnessy with Raymond James. You may begin.
Patrick O’Shaughnessy:
Hey, good morning. I was hoping you could provide an update on the U.S. listings competitive environment, I think both in terms of battling against the established competitor for some of the biggest IPOs and then battling against the new entrants in the spaces offering to waive five years of listing fees.
Adena Friedman:
Well, first of all, we are really pleased with how the Listings have developed as we’ve gone through the year. As we mentioned, in the third quarter, we had a 77% win rate. We’ve had some great companies come and access the public markets over the quarter. And we continue to see a really nice strong pipeline of listings as we go through the rest of the year. So it does feel like the overall environment is picking up and we’re – I think we’re doing well competitively in winning IPOs and having some great companies choose to have Nasdaq as their home. And so we’re pretty pleased with how the dynamics are developing there. In terms of just overall competition, we compete vigorously for every IPO. We compete vigorously on getting companies to switch from our competitors to Nasdaq and we continue to find success in that area as well. And we respect all competitors and new entrants. We want to make sure that our clients are existing clients and any new clients fully understand the breadth and depth of Nasdaq as a listing exchange partner and the value proposition we offer, and I think we do believe that we have the best value proposition out there. So we’re – we feel very good about how things are developing right now.
Patrick O’Shaughnessy:
Got it, thanks. And then for my follow-up, you touched on this a little bit in your prepared remarks, but can you expand on some of the ways that you might give a leverage to your eVestment client relationships to provide more services or products to active asset managers?
Adena Friedman:
Well, the – I would say the core of their business today are asset – active asset managers in addition to alternatives and over time, some – more focus on the passive investors as well. But we do want to make sure that we look at how we can leverage the relationships they have there, the platform, the delivery mechanism to bring them more analytics that would help them manage their investment strategies in addition to be – making them competitive with each other. So I think that we are just at the beginning of our planning stages around that, but that certainly is part of the strategy.
Patrick O’Shaughnessy:
Great, thank you.
Operator:
Thank you. [Operator Instructions] And I’m currently showing no further questions at this time. I’d like to turn the call back over to Adena Friedman for closing remarks.
Adena Friedman:
Great. Well, thank you very much. I think that as we look at all of the advancements in the third – the strong third quarter results, we feel that they have been achieved by advancing our core franchises’ competitive position, coupled with driving growth in our technology, information and analytics businesses. The strategy that we articulated today will continue to gain momentum as we integrate the acquisitions, invest in our future and conclude our strategic reviews. And our refined capital allocation and continued focus on double-digit shareholder return will help ensure that our team and our shareholders remain aligned in the quarters and years ahead. So with that, thank you very much and I look forward to speaking with you all soon.
Operator:
Ladies and gentlemen, this concludes today’s conference. Thanks for your participation. Have a wonderful day.
Executives:
Edward P. Ditmire - Nasdaq, Inc. Adena T. Friedman - Nasdaq, Inc. Michael Ptasznik - Nasdaq, Inc.
Analysts:
Richard Henry Repetto - Sandler O'Neill & Partners LP Chris M. Harris - Wells Fargo Securities LLC Vincent Hung - Autonomous Research US LP Kyle Voigt - Keefe, Bruyette & Woods, Inc. Alexander Blostein - Goldman Sachs & Co. LLC Alex Kramm - UBS Securities LLC Michael Carrier - Bank of America Merrill Lynch Brian Bedell - Deutsche Bank Securities, Inc. Ben Herbert - Citigroup Global Markets, Inc.
Operator:
Good day, ladies and gentlemen, and welcome to the Nasdaq Second Quarter 2017 Results Conference Call. At this time, all participants are in a listen-only mode. Later, there will be a question-and-answer session, and instructions will follow at that time. As a reminder, this conference call is being recorded. I would now like to turn the conference over to Mr. Ed Ditmire, Vice President, Investor Relations. Sir, you may begin.
Edward P. Ditmire - Nasdaq, Inc.:
Good morning, everyone, and thank you for joining us today to discuss Nasdaq's second quarter 2017 financial results. On the line are Adena Friedman, our CEO; Michael Ptasznik, our CFO; Ed Knight, our General Counsel; and other members of the management team. After prepared remarks, we'll open up to Q&A. The press release and presentation are on our website. We intend to use the website as a means of disclosing material non-public information and complying with disclosure obligations under SEC regulation FD. I'd like to remind you that certain statements in this presentation and during Q&A may relate to future events and expectations, and as such, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. Information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press release and periodic reports filed with the SEC. I now will turn the call over to Adena.
Adena T. Friedman - Nasdaq, Inc.:
Thank you, Ed. Good morning and thank you for joining us this morning. I am pleased to have the opportunity today to report our strong second quarter 2017 results, update you on our progress regarding our 2017 execution priorities, and discuss our long-term strategic initiatives, and importantly, how we are progressing with them. The company's second quarter results were strong, particularly in our non-GAAP diluted EPS growth of 12% year-over-year. Additionally, we set new quarterly records, including total net revenues of $602 million and non-GAAP operating income of $287 million, up 8% and 11%, respectively, year-over-year. We achieved this despite a lackluster backdrop in terms of the beta for the capital markets industry with respect to volatility and trading volumes. The average daily VIX in the second quarter was near all-time lows and about 25% below the prior year period. That said, when I look closely at the quarter, and more broadly at the company's progression during my first six months as CEO, I continue to be encouraged by the consistently high level of execution I see from our team, as well as the enormous potential and possibilities for this firm. During those first six months of 2017, we achieved record revenues up 8% year-over-year, while our margin expansion drove non-GAAP operating and pre-tax income up 10%, also setting new highs. Organic revenue growth in the first half of the year has been 4% across our non-trading businesses, led by 10% in Market Technology, 4% in Information Services, and 1% in Corporate Services, while our Market Services segment is improving after industry volume headwinds starting the year off with a negative 1Q growth. The balance in our business allows us to grow in a wide variety of underlying macroeconomic and business circumstances. Our results were achieved from a combination of our relentless focus on our clients and shareholders, our confident commitment to hold a long-term view of the opportunities we see on the horizon, and our strong conviction and our ability to realize them. With respect to the second quarter of 2017, in particular, I'd like to review some highlights. On the revenue side, our Information Services business delivered record revenues of $144 million, with 7% organic growth, particularly driven by our index business, though growth in proprietary data revenues were also solid. While Market Technology grew 4% organically in Q2, we think it is especially important to view its progress in terms of the annual cycle. And to this point, our year-to-date growth has been 10%. And we continue to execute on significant opportunities that we believe will continue to deliver material growth in the coming periods. Market Services achieved positive organic growth of 2%, despite the lackluster volume environment due to strong market share performance across its largest trading categories, along with continued positive organic growth in Trade Management Services. As with the last quarter, across our largest equity derivatives and cash equity marketplaces, we're very pleased with our performance in the areas under our control, notably market share, pricing, and the implementation of performance and functional enhancements. Corporate Services saw revenues increase 1%, but produce a 10% increase in operating income, as margins expanded meaningfully in the corporate solutions business. Looking at our broader profitability, we realized significant benefits during the quarter from the disciplined approach to operating efficiency that you've come to expect from this firm. Our 48% non-GAAP operating income margin in the second quarter of 2017 was at multiyear highs. I want to provide you with an update on the key execution priorities that we outlined for 2017, which are completing the acquisitions – I'm sorry – the integrations of our acquisitions, increasingly commercializing our expertise in key disruptive technologies, and improving our competitive position across all of our businesses. In terms of the work we're doing to complete the integration of our 2016 acquisitions, we have completed the transition of Chi-X Canada, and we are well under way with the ISD transition to the Nasdaq technology platform. We completed one market earlier in the spring. We are mid-roll-out of the largest ISD market now. And we will complete the third in the fall. We have already reached our original cost synergy targets 12 months after the closing of the last of the four acquisitions completed in 2016, which is a full six months ahead of the 18-month target that we set originally. And we've identified additional synergies that Michael will detail later. The next priority we outlined at the beginning of the year is focused on putting innovative solutions in our clients' hands through the commercialization of disruptive technologies, where we've invested and partnered to develop special areas of expertise. To that end, we continue to be encouraged with the progress of the Nasdaq Financial Framework, our next generation Market Tech platform that is fully cloud and blockchain enabled. Building on the NFF sales we announced last quarter, this quarter we've signed agreements with AIFC Exchange, which is Kazakhstan's newest stock exchange; Depósito Central de Valores, the Chilean CSD, and an agreement with the SIX Swiss Exchange to implement a distributed ledger technology based solution for SIX's structured product business. We also launched the Nasdaq Analytics Hub in the second quarter, which has a number of robust proprietary and third party datasets, as well as analytics layer leveraging machine intelligence. This product expands how we serve the buy-side in their investment decision-making process and has generated significant interest since its announcement earlier this year. Our initial launch has generated widespread interest and has led to 20 firms formally trialing the product so far. The feedback from the trial users has been encouraging. And in the second half of 2017 we have opportunities to turn those users into subscription paying customers, as well as expand the product to include new data sets and functionality, further expanding its appeal. As we have said before, this is a long-term growth opportunity for us. And we are just at the beginning of the journey. Yesterday's announcements of the Sybenetix acquisition, a small London-based technology company, is another good example of how we are applying disruptive technologies, in this case machine learning, to benefit our client. This company has pioneered a behavioral science-based approach, incorporating machine learning, which originally applied to serve the buy-side surveillance needs, and which will further our buy-side initiatives. But we will also plan to incorporate it into the SMARTS regulatory exchange and sell-side offerings as well. Lastly, in terms of our 2017 execution priorities is our goal to improve our competitive position across all of our businesses. In Market Services, we're focused on sequential progress, so I'll compare the first half of 2017 to the preceding six-month period or the second half of 2016. In our three largest trading areas, we improved U.S. options share to 42% from 39%, U.S. equities to 18% from 17%, and European equities to 65% from 63%. I attribute these gains quite simply to our effective engagement with our clients and as a result of finding new opportunities to bring our broad array of marketplace solutions to bear to solve their most important challenges. Along those lines, we've decided to unify management of all of our Market Services businesses under Tom Wittman, our Executive Vice President of Global Market Services, as a reflection of the way many of our customers are bringing their electronic trading across multiple asset classes into a more holistic management and organizational structure. We want to thank John Shay, who managed our FIC businesses previously, for his work over the recent periods in helping to bring that business enhanced client focus and energy. And we wish him very well as he moves on to new endeavors. Another area of strong progress has been in our index business. AUM and licensed exchange traded products, tracking Nasdaq indices, reached $147 billion at the end of June, up 36% year-over-year, far outpacing the market gains of 19% for the NASDAQ Composite or 10% for the S&P 500. One of the most interesting drivers of how we've outperformed is that we've added $7 billion in AUM from new products introduced over the last three years. Therefore, our innovation and deep relationships with our key ETF sponsor partners have enhanced our growth potential and our index business, and we're very proud of our progress. To this point, in this quarter we were pleased to partner with First Trust on the launch of a new suite of ETFs called Nasdaq Riskalyze, and with VictoryShares, which launched its first ETF tracking the Nasdaq Multi-Factor Minimum Volatility Index. In addition to the very clear ways our Market Services and index businesses have made share advances, the competitive position of our Market Technology business continues to advance. The investments we continue to make to upgrade our offering with the next generation capabilities of the Nasdaq Financial Framework are moving the needle in terms of what is required to compete and have materially improved our already strong competitive position. Clients that can benefit from next generation capabilities, such as blockchain and cloud, have become exceptional candidates for the Nasdaq offering. As I pointed to in my opening remarks, there is nothing more important to me and this management team right now than satisfying our client needs and ensuring that we identify and execute on opportunities to drive organic growth across this firm. I believe the recipe for the success in this endeavor will always center on our people and our culture. And to this end, I am focused on making sure we continue to develop a world class collaborative team that enables Nasdaq to innovate effectively and execute on growth opportunities and the competitive challenges we face. Our R&D program, which we've communicated as totaling $40 million to $50 million of annual investment spend, encompasses several initiatives that we believe will create long term client and shareholder value. Over recent quarters, we've communicated our plans and progress to you across these important growth initiatives, including NFX, our U.S. futures exchange, where our open interest now stands at over 3 million contracts and volumes and participate continue to be developing well. NPM Alt, our liquidity solutions for alternative asset management, which we announced in April; Analytics Hub, which we launched in May and have discussed on the call today; and several SMARTS surveillance growth initiatives, the Nasdaq Financial Framework is being funded through our core Market Tech and Market Services businesses as a more foundational investment to drive those businesses and our entire business forward. We also launched our Ventures program earlier this year, and we have one new investment so far. More broadly, our new initiatives have given us an opportunity to engage more with our clients and then concentrate our investments and resources to focus on the opportunities that can best help us grow over the long term. We also continue to adapt and respond to the regulatory – the evolving regulatory and geopolitical backdrop, working closely with regulators. We are on a mission to ensure that the regulatory framework in the U.S. supports much-needed reform to increase the appeal of the public market, and benefit innovative and growing companies that will lead our economy forward. In May, we released a blueprint for revitalizing the U.S. capital markets, including recommendations we see as essential for the U.S. routine is preeminent in the global capital market. This blueprint encapsulates Nasdaq's view for the public companies' critical and invaluable role in the capital market ecosystem, and our desire to leverage our unique position as the exchange that is invested to deliver the most comprehensive set of solutions to corporate issuers, to advocate on their behalf and, in doing so, support entrepreneurs, innovation and job growth in all of their positive forms for our economy. To close my commentary, I feel that this year so far is demonstrating the balance and resiliency of our model in being able to achieve meaningful progress and growth, despite a volume environment that remains challenging. The profitability this delivers allows us to continue to invest in our future through our growth initiatives, as well as deliver strong capital returns to our shareholders. Now, I'll turn it over to Michael to review the financial detail.
Michael Ptasznik - Nasdaq, Inc.:
Thank you, Adena, and good morning, everyone. My commentary will primarily focus on our non-GAAP results. Reconciliations of U.S. GAAP to non-GAAP results can be found in the attachments to our press release and in the presentation that's available on our website at ir.nasdaq.com. I will start by reviewing second quarter revenue performance relative to the prior year quarter, as shown on page 3 of the presentation, and organic growth on pages 4 and 14. The 8%, or $43 million, increase in reported record net revenue of $602 million consisted of $34 million in net revenues from our 2016 acquisitions of ISE and Boardvantage and organic growth of $15 million, with 3% organic growth in the non-trading segments and 2% growth in Market Services. This is partially offset by a $6 million unfavorable impact from changes in foreign exchange rates. I will now review highlights within each of our reporting segments and all comparisons will be to the prior period, unless otherwise noted. I will start with Information Services, which, as reflected on pages 5 and 14, saw a $10 million, or 7%, increase in revenue, consisting of $9 million, or 7%, organic growth, as well as a $2 million increase related to the ISE acquisition. Market Technology revenue, as shown on pages 6 and 14, increased $3 million, or 4%, with organic growth primarily driving the change. As Adena noted, organic growth totaled 10% for the first half of 2017, as organic growth in Market Technology tends to fluctuate quarter-to-quarter more than other segments. The growth was driven by increased revenues from software, licensing and support, software-as-a-service, particularly SMARTS surveillance subscriptions, as well as higher change request revenues. New order intake was $64 million in the second quarter and the period end backlog finished at $799 million, a record high and an increase of 4% from June 2016. The operating margin for Market Technology was 22%, down 3% from 25% in the prior year period, reflecting the investments we have made to upgrade our technology for the next-generation Nasdaq Financial Framework, and enhance and grow our surveillance offering. Turning to Corporate Services on pages 7 and 14, revenues increased $2 million, or 1%, due to the inclusion of revenue from the Boardvantage acquisition. While listings activity in the Nordic region is robust and related revenue increased as compared to the year-ago period, revenue growth in the Nordics was offset by lower U.S. listings revenues from the runoff of listing of additional share fees and an unfavorable impact due to changes in foreign exchange rates. Reflecting the progress we've achieved in our synergy targets, the Corporate Services operating margin was 27% versus 25% in the prior year period. Market Services net revenues, on pages 8 and 14, saw a $28 million, or 14%, increase, reflecting the inclusion of $27 million of revenue from the acquisition of ISE and $3 million of organic growth, partially offset by a $2 million adverse impact from the changes in foreign exchange. Market Services operating income increased 1 percentage point to 55% versus 54% in the prior period. Turning to pages 9 and 14 to review expenses. Non-GAAP operating expenses increased by $15 million. This increase reflects a $9 million, or 3%, organic increase and a $26 million impact from our acquisitions, partially offset by $50 million in synergies and a $5 million favorable impact from changes in foreign exchange. Synergies achievement from our 2016 acquisitions rose to $60 million on a run-rate basis in the second quarter, hitting our original target within 12 months of the closing of the last deal, six months ahead of the original schedule. We've also identified $10 million to $20 million in additional synergies, which will be realized as we complete various platform transitions. But rather than update you on this specifically going forward, this progress will be reflected in our overall operating expense and profitability measures. Now turning to slide 10, our revised 2017 non-GAAP operating expense guidance is a reduced range of $1.26 billion to $1.29 billion. The updated guidance does reflect our higher planned investment spending in the second half of the year, as well as current exchange rates and the adverse $10 million to $15 million estimated impact of the depreciation of the U.S. dollar against both the Swedish krona and euro. So another way to view this is the reduction would have been larger if the foreign exchange rates had been unchanged. Non-GAAP operating income increased 11% in the second quarter of 2017 and the non-GAAP operating margin totaled 48%, an increase from 46% in the prior year period. Net interest expense was $34 million in the second quarter of 2017, an increase of $3 million versus the prior year period, reflecting the additional interest expense from the financing of our 2016 acquisitions, but also reflecting $1 million of the partial quarter impact of the late May balance sheet restructuring that we did, which I'll review in more detail in just a minute. The non-GAAP effective tax rate for the second quarter of 2017 was 33%, at the low end of the 33% to 35% range we provided during the last quarterly call. And there was no material benefit from the adoption of accounting standard ASU 2016-09, which added $0.13 to our Q1 results. We continue to expect the 2017 non-GAAP effective tax rate to be in the range of 30% to 32%, and for the third quarter of 2017 we expect the tax rate to also be between 30% and 32%, with the fourth quarter expected to be between 33% and 35%. Non-GAAP net income attributable to Nasdaq for the second quarter of 2017 was $172 million, or $1.02 per diluted share, compared to $153 million, or $0.91 per diluted share, in the prior year period. There was negligible impact from the change in tax accounting during the period. Turning to capital, as we indicated last quarter, we redeemed the 5.25% January 2018 bond with a face value of $370 million using a combination of cash on hand and proceeds from the sale of commercial paper issued through Nasdaq's newly established commercial paper program. Additionally, we utilized our CP program to make a $300 million repayment on our term loan. During the second quarter, our outstanding debt decreased versus March 31, 2017 due to our refinancing activity with $160 million of net debt repayment partially offset by a $91 million increase due to FX from a stronger euro, impacting the value of our euro denominated debt. This resulted in our debt-to-EBITDA ratio ending the period at 3 times, unchanged compared to the first quarter of 2017. We continue to expect to delever to the mid-2s leverage level by mid-2018. We didn't execute any share repurchases in the second quarter. However, as a reminder, we executed $156 million in buybacks during the first quarter and together with dividend payments, including the 19% increase we announced last quarter, we have returned $272 million to shareholders through the first half of the year. This is double the $139 million returned in the first half of 2016 and represents 76% of our non-GAAP net income for the first half of the year. Looking forward in respect to our capital deployment and return priorities, while in the near term our actions in part will reflect our commitment to deleverage moderately over the next four quarters, we are looking to optimize returns to shareholders with the following ways. One, continued investment in organic growth initiatives, such as the Analytics Hub that Adena referred to in her remarks. Two, carefully considered M&A, especially tuck-in acquisitions that have great fit with our strategy and meet stringent investment return profiles, such as the 2016 acquisitions and our Sybenetix acquisition announced yesterday. Three, continuing to grow our dividends as earnings and cash flow increase. And four, buybacks that principally offset the impact of share issuance and, when opportunistic, can additionally return larger amounts of capital. With that, I'm going to turn things back over to Adena.
Adena T. Friedman - Nasdaq, Inc.:
Thank you, Michael. We are very pleased that our offerings continue to resonate with our clients and our business continues to perform well for our shareholders. We're very focused on executing on our goals to drive our competitive position, optimize the benefits of our acquisitions, and innovate with new technologies that meet and exceed our clients' expectations. So with that, we're really excited to turn it over to questions.
Operator:
Thank you. Our first question comes from Richard Repetto with Sandler O'Neill. Sir, you may begin.
Richard Henry Repetto - Sandler O'Neill & Partners LP:
Yeah. Good morning, Adena. Good morning, Michael. And first, congrats, Adena. You certainly carried on the focus on efficiency from your predecessor.
Adena T. Friedman - Nasdaq, Inc.:
Thank you.
Richard Henry Repetto - Sandler O'Neill & Partners LP:
So I guess, the first question is on getting away from the efficiencies, but on the top line and the organic growth of the non-trading segments. Market Technology was huge in the first quarter and you acknowledge it's going to be volatile. But I guess, what's the outlook on the top line? I know you're making margin improvement from Corporate Services, but seems like these other segments are still below that mid-single-digit number that you sort of put out there as guidance prior.
Adena T. Friedman - Nasdaq, Inc.:
So what I would say with Market Technology, as we've been saying, and I said it in the first quarter even with that strong growth in that one quarter, that we have a long-range outlook of mid-to-high single digits for the Market Technology business, and we continue to support that. So as we look at the first half of the year and because of the volatility, we do tend to look at as the year progresses as opposed to each quarter alone, we have had 10% growth in that business. And we continue to feel that that supports our mid-to-high single-digit overall outlook for the business. I think with regard to our Information Services business, as you've seen that has obviously had a nice growth this quarter with the growth in our AUM, as well as just continued growth in our proprietary products. And overall, we're at 4% so far this year. And we continue to find opportunities to grow and expand that business. So I feel very comfortable with our mid-single-digit outlook for that business as well. And then for Corporate Services, we have said that that's a low single digits grower, as a general matter. And with the 1% so far this year, we continue to see opportunities to expand the bottom line. And we obviously continue to find ways to grow that business, but it's a lower grower in general. And then on Market Services, which we do not give outlook for, because volumes can be so volatile and changing over time, we are starting to see a recovery of volumes in the market, which has definitely helped the Market Services business in the second quarter. But what I focus on as CEO is those areas that we can control, which are market share and capture rates, as well as functional enhancements and things that can drive businesses forward. And I really do feel that everyone on the team has really been focused on that, and we've been executing well against those goals.
Richard Henry Repetto - Sandler O'Neill & Partners LP:
Okay. Thank you. And then my one follow-up would be, I know this is a small part of your revenue and it's – to your, I guess, return. But the fixed income, you did mention that you had some turnover at the leadership after very short period. And you continue to have to put out 1 million shares to the acquirer. So I guess, what's the outlook for fixed income? Is this – it seems like a weak area, I guess, the shares been lost. But can you turn that around? Is it things that can rebound here on the U.S. fixed income?
Adena T. Friedman - Nasdaq, Inc.:
Sure. Yeah. So when we look at our fixed income, our fixed business more generally, we have the U.S. fixed income or Treasuries business. We have our U.S. Futures Exchange, which is focused on commodities. And then we have our Nordic fixed income business and clearing house, as well as our Nordic power business. And I would say that the macro backdrop across our fixed platform in terms of volumes in general has been low. I think that's been reflected across the industry, and so that's definitely a challenging backdrop. In terms of our competitive position, specific to our U.S. Treasuries business, we continue to find ways to enhance that platform and try to drive more volume back into the platform. It has been our biggest area of challenge, I would say, within Nasdaq. And I think that as we move all of our trading businesses under Tom's leadership and into a single organization, we feel that we're going to be able to take all of the talent that really, frankly, has been extremely successful across our equities and options businesses, our derivatives businesses in Europe, and apply that to those areas of challenge within the fixed income business. And I think that we will continue to work with our customers. And one of the great things that John did coming in was really bring a client orientation to that business. So we want to continue that and to try to drive progress. We had an enhancement that we brought in in June that basically created new functionality around off-the-runs, as well as creating more functionality in our Elect offering, and we do hope that will drive more volume back onto the platform in the coming quarters.
Richard Henry Repetto - Sandler O'Neill & Partners LP:
Okay. Thank you very much.
Operator:
Thank you. Our next question comes from Chris Harris with Wells Fargo. You may begin.
Chris M. Harris - Wells Fargo Securities LLC:
Thanks. Just a clarifying question on the expenses. Does the updated guide for this year incorporate any of the $10 million to $20 million of incremental synergies you guys have identified?
Michael Ptasznik - Nasdaq, Inc.:
Yes, it does. That $10 million to $20 million won't all necessarily be realized this year. It'll be realized over the following periods as well, but yes, it does include that.
Chris M. Harris - Wells Fargo Securities LLC:
Okay. But we're not quantifying how much potentially this year versus 2018, I guess?
Michael Ptasznik - Nasdaq, Inc.:
No. Like I said, we're just including it in the overall guidance that we're now providing. And we've hit the $60 million, we think there's additional that we can achieve. But we'll achieve it over future periods instead of continuing to track that separately. It gets harder as we start to integrate these parts of the business and just starting specifically split out the synergies related to different aspects of it. So it's in the plans and we have additional things that we're going to do. But as you start to try and suss it out, it gets a little more difficult. So we're just going to include it in our overall guidance.
Chris M. Harris - Wells Fargo Securities LLC:
Okay, great. Thank you.
Adena T. Friedman - Nasdaq, Inc.:
Sure.
Operator:
Thank you. Our next question comes from Vincent Hung with Autonomous. You may begin.
Vincent Hung - Autonomous Research US LP:
Hi. So what is the driver of the delta in the $10 million to $20 million of additional synergies? So what would lead you to be at $10 million versus $20 million?
Michael Ptasznik - Nasdaq, Inc.:
Well...
Adena T. Friedman - Nasdaq, Inc.:
Well, I would just say, I think that when we look at the opportunities for us to continue to drive costs out of – from a technology integration perspective, as well as certain, I would say, agreements that we had with the sellers in terms of transitions, we have the opportunity to find additional efficiencies in the way that we drive the operations forward, but also making sure that we're meeting certain criteria that allow us to roll-off of certain agreements early.
Vincent Hung - Autonomous Research US LP:
Right. Just a follow-up on SMARTS. What is it as a percentage of revenues and order backlog right now?
Adena T. Friedman - Nasdaq, Inc.:
So we don't disclose SMARTS separately from the rest of the Market Technology business, but we are very pleased with the general – obviously, we have said that SMARTS is a double-digit grower and it continues to be a very strong part of the overall Market Technology business. And we also would say that it is a subscription business, so it's a nice driver in terms of the margins of that business as well. But it is something that we look at as holistically part of what we offer with our market infrastructure business, and we will continue to look at it that way.
Vincent Hung - Autonomous Research US LP:
Thanks.
Operator:
Thank you. Our next question comes from Kyle Voigt with KBW. You may begin.
Kyle Voigt - Keefe, Bruyette & Woods, Inc.:
Hi. Good morning. First question, I guess, is on market structure. It seems like there's going to be at very least a pilot program that's going to be proposed to help understand the impact of lower access fee caps in the cash equities market. Just wondering if we could get updated thoughts on the potential impact to your business if access fee caps were eventually reduced or eliminated over time.
Adena T. Friedman - Nasdaq, Inc.:
Well, so I would say that we don't see this as having a material impact on the net capture that Nasdaq or the exchanges in general receive, because the goal of lowering the access fees is to lower the rebates. So I think that that's at the end of the day what the SEC and certain participants are trying to achieve. We've been pretty clear on our position on establishing an access fee pilot. We attempted to do that on our own a couple of years ago, but the rest of the industry didn't follow. So as we look at what the SEC or what the industry is trying to achieve with lower rebates, which would come from a lower access fee, I think that we just want to make sure that we're cautiously going into that and saying, oh, what is the problem that we're really trying to solve for? And are we really going to be able to use this access fee pilot to really study and solve any specific market structure problems that exists? The other area of most concern to us is with small to medium-sized companies and the liquidity in those companies. If we think about what rebates are for, rebates were established after decimalization, because the spreads narrowed so dramatically that market makers were finding that they were not motivated to post liquidity openly and available for everyone to access and to see. So rebates were there to drive -- to motivate market makers to post passive liquidity onto the markets. And I believe that in less liquid stocks, those rebates are an important driver of nice tight spreads in market maker liquidity. So we believe that we have to be very, very mindful and cautious as we walk into any sort of access fee pilot as to what problem we're solving and what potential unintended consequences could result. So we'll see how it progresses, but as I said, we don't see this as having a material impact on exchanges' net capture. The purpose of it is to lower the rebates.
Kyle Voigt - Keefe, Bruyette & Woods, Inc.:
Okay, thanks. And then just one follow-up on the Sybenetix deal. It really grows the compliance offering that you have, but also seems to expand the offering more into the buy-side. Just wondering if you could help us understand the strategy and whether you think that client base, that buy-side client base is a significant opportunity for Nasdaq going forward and maybe also an area of focus for in organic growth? Thanks.
Adena T. Friedman - Nasdaq, Inc.:
Sure. So, well, I think it is good to point out when we bought SMARTS back in 2010, that business is really primarily driven by providing surveillance solutions to exchanges and regulators. And we started to realize that, that market participants or the sell-side also have very sophisticated trading that they do and they could leverage the exact same alerting and same capabilities to look at their own internal trading behavior and the trading behavior of their client. And so we started – and we embarked on a program to bring SMARTS into the sell-side, and today we have 140 market participants that use SMARTS surveillance as their core surveillance system. So it's been a very successful strategy over the last seven years. And when we then look at how the buy-side is becoming more and more sophisticated in terms of their interactions with the market, and their own regulatory obligations have been increasing over the last several years, our view is that the same surveillance and, frankly, the behavioral analytics approach to surveillance that Sybenetix brings is also going to have increasing demand within the asset management industry. So it does open up new avenue for us to continue to grow and expand our surveillance offerings. So we actually identified this as a strategy for Nasdaq about year and a half ago. We've been building out the SMARTS surveillance buy-side solution. We have clients in the buy-side already using it, but Sybenetix really helps catalyze that growth and brings an orientation to that surveillance that we think is very relevant to them. So we're very excited about that. I think in general, the asset management industry is clearly an area of focus for us right now with our Analytics Hub and with our SMARTS surveillance offering, as well as other things that we'll continue to look to do and, obviously, our index business and data business to continue to drive demand there.
Kyle Voigt - Keefe, Bruyette & Woods, Inc.:
Thank you.
Operator:
Thank you. Our next question comes from Alex Blostein with Goldman Sachs. You may begin.
Alexander Blostein - Goldman Sachs & Co. LLC:
Hi. Good morning, everybody.
Adena T. Friedman - Nasdaq, Inc.:
Good morning.
Alexander Blostein - Goldman Sachs & Co. LLC:
I want to actually pick up on the last point you mentioned around Analytics Hub. Clearly, the growth area within asset management has been around quants recently. I'm assuming, obviously, that's kind of the area where you guys are trying to tap into. So could you spend a couple of minutes just discussing the opportunity you see there for Nasdaq? How are you guys thinking about partnering versus acquiring capabilities in this area? And then, I guess, more importantly, where are the synergies that you guys see between kind of that kind of customer base versus your existing customer base?
Adena T. Friedman - Nasdaq, Inc.:
Sure. Well, it's been – I would say that we do have a strategy internally to look at how we can expand the value added data that we provide to entire industry, both the sell-side and the buy-side, as well as to brokers that service the retail audience. And what we want to make sure of is we look at leveraging our own data that we have internally and finding signals within that data, using machine intelligence, in addition to bringing in other third party data that provides what I'll call more driver information that would be relevant for a quantamental shop or a pure quant shop that's looking at ways to find – use data to make a fundamental decision or using data to make a technical decision in terms of their investments. We want to make sure we build out this hub. We definitely like the idea of partnering with other exchanges, partnering with our clients to find the signals to bring in the data that they're looking for, and to serve their needs. And one of the things that we're really proud of is how we've architected this solution, because it's completely in the cloud. It allows for us to – allows a client to come in with multiple types of interfaces, it could be fixed or could be APIs or could be – we can multitask the data out. They can provide data into the platform. They can get as much data or as little data as they want out of the platform. They can do it in real-time or at end of day. It's an extremely flexible platform and it allows us to grow and expand what we're doing in multiple ways. So it is meant to be for the entire industry, but certainly the quantitatively-oriented buy-side strategies, we think, are a good starting point for us to focus our energies.
Alexander Blostein - Goldman Sachs & Co. LLC:
Thank you. And then just a follow-up around, again, some of the newer initiatives around the index business. It seems like competition in this space is definitely heating up and, I guess, not surprising given kind of pricing pressures on ETF managers. Can you guys discuss the pricing in your index business versus some of the larger incumbents and how much of a driver, I guess, has that been in you guys picking up some share recently?
Adena T. Friedman - Nasdaq, Inc.:
We actually are really good at partnering with ETF sponsors to make sure that we're both happy. And it kind of depends on the type of index that we're creating. So if it's a very advanced, I would say, SMARTS beta index, like we have from our Dorsey Wright business, we actually – we do tend to see that that's got higher value and there's more IP that we're bringing to the table. That tends to have a higher price point versus a benchmark index, where we really do try to partner to be a low cost provider to our ETF sponsors. And so it really just depends on the type of index that we're calculating on behalf of our clients or that we're generating, and then partnering with our clients to bring to market. And we do have a wide range and we're very partnership driven.
Alexander Blostein - Goldman Sachs & Co. LLC:
Got you, great. Thanks very much.
Operator:
Thank you. Our next question comes from Alex Kramm with UBS. You may begin.
Alex Kramm - UBS Securities LLC:
Hi. Good morning. Just wanted to come back to the beginning. I think it was Richard's question on the organic growth, particularly on the Market Technology side. I appreciate kind of your comfort level with the overall full year outlook of high single digits. Just wondering a little bit more near term in the third quarter, if I look at typical seasonality, I think the growth will be roughly in line with the second quarter again. So just wondering, is there anything else you would point out that may swing this a little bit higher or lower, any new business wins that might come in the third quarter that we should be thinking about as we think about our model. Thanks.
Adena T. Friedman - Nasdaq, Inc.:
Well, we won't predisclose business wins, but we definitely have – we are working with a lot of clients right now to make sure that they understand the value of our offerings. We have some clients that are, frankly, in what I'll call predevelopment mode. But we – all I can say, Alex, is we do continue to see really high demand for our services across the entire spectrum of what we do, whether it's risk management, trading, clearing, settlement. Those – clearing and settlement continue to be very strong growth drivers for us, in addition to the surveillance offering. So we – I can't give you any sort of specific things, but I could say that we continue to have very high demand across the suite of what we offer. In terms of the third quarter, I mean, you are right that from a, what I would call, change request perspective, that tends to be a lower quarter for us, because not only do – really our clients have more vacation time, so they tend to demand less in terms of enhancements and that the fourth quarter tends to be our strongest quarter in that. So that is some of that seasonality that you do see. But in terms of general, our general view is that we continue to see very high growth drivers overall, but we're not going to speak specifically to the third quarter.
Alex Kramm - UBS Securities LLC:
All right. Fair enough. And then just maybe stepping back for just a minute, Last time I spent time with the management team, I kind of sensed that in addition to spending more time on capital allocation, you also thought, I think, a little bit more about resource allocation. I guess, I mean, hey, you have several different businesses here, some may benefit and actually have an opportunity for acceleration and growth. If you throw more resources at them, where some are little bit more in – maximize the returns or the margin mode, any new thoughts you are having as you've now spent a few more quarters here at the helm, where you may want to change a little bit of where you're spending more time or less time in terms of dollars, time, etcetera?
Adena T. Friedman - Nasdaq, Inc.:
Well, I think our general approach is, for those businesses that are strong incumbent businesses, we try to drive to the greatest efficiency that we can to make sure – but while we're still optimizing the business and its opportunities. But then as we look at really specific growth initiatives and ways for us to invest our resources, as you said, our people resources and our capital resources, we try to make sure that we give you some disclosures around those areas where we're really investing a lot of time and capital. So what we've been discussing with you in terms of – you can kind of see that in terms of which initiatives we've been highlighting to you. So the Nasdaq Financial Framework is clearly an investment area, surveillance is clearly an investment area, the data business is clearly an investment area, Nasdaq Private Market is clearly an investment area, and then NFX is our trading investment area. So I think that those are where we try to make sure you know where we're kind of moving resources into those areas to drive growth. And we're trying to make sure that the rest of the franchise is as efficient as possible.
Alex Kramm - UBS Securities LLC:
All right, very helpful. Thank you.
Adena T. Friedman - Nasdaq, Inc.:
Thanks.
Operator:
Thank you. Our next question comes from Michael Carrier with Bank of America Merrill Lynch. You may begin.
Michael Carrier - Bank of America Merrill Lynch:
All right, thanks. Hey, Michael.
Adena T. Friedman - Nasdaq, Inc.:
Hey, Mike.
Michael Carrier - Bank of America Merrill Lynch:
First on the technology side of the business, obviously the trends there have been favorable. I think 2016 you had a bit of a tough comp, just given some of the timing of some of the projects that came on, like Istanbul. But, yeah, your pipeline is at a record. So I'm just trying to understand – and this isn't for like a quarter or anything. But if I'm looking over the next, like, four quarters, has anything changed on the timing of sort of the revenue recognition of the current pipeline? Meaning, as things shift to be maybe a little bit more regulatory driven, does the timing shorten versus lengthen? Or should we continue to expect kind of the same pace of revenue recognition on that pipeline?
Michael Ptasznik - Nasdaq, Inc.:
Yeah. So I think the one thing that you'll start to see is as more of the business moves to more of a SaaS-based model and those contracts are more annual-based contracts or shorter periods as opposed to some of the five- to seven-year type contracts that you would see in the core business, and as we continue to build out the things that Adena's been talking about with respect to the SMARTS surveillance business and the whole SaaS business, that those contracts are – that does change the nature to some degree of that backlog that we're looking at. So we are actually looking at, are there alternative ways of presenting some of that information to you guys going forward? But so some of it is more of on recurring basis. When I say recurring, on a shorter term recurring basis as opposed to longer term contract. And so that will change the nature of that a little bit and how we recognize it. In addition, looking into next year, we are looking at what the implications are of the new GAAP requirements. We don't think that there's going to be a material impact overall in the way that the information is reported, but it will have a bit of an impact. So there will be more information coming out in the next couple quarters as to how you start to recognize that in the back half of the year.
Michael Carrier - Bank of America Merrill Lynch:
Okay. Thanks. And then, Adena, just a quick follow-up on some of the stuff on strategy, maybe like two areas. Just in terms of the paper that you guys put up in terms of improving the capital markets, just wanted to get a sense on what's the reception been, particularly on the political regulatory side, if some of it's driven on that angle? And then just given your guys' focus on blockchain, artificial intelligence, just wanted to get your sense when you're working with the client, seems like there's a lot of interest. But when do you see that kind of conversion versus interest versus like a more meaningful revenue opportunity?
Adena T. Friedman - Nasdaq, Inc.:
Okay, great. So on Revitalize, I think that we have had a very, very positive reception across many aspects of our client base, and as well as the lawmakers. What I really like about the fact that we took a leadership position in coming out with our views on the capital markets and what we can do to improve the capital markets is that we've been able to elevate the discussion to the bigger picture issues that are really facing the country and the economy, as it pertains to getting more companies to want to enter the public market. And what are the benefits of the public markets to investors and to companies. So we like this. There is one stat that we have in the Revitalize blueprint that talks about the fact that in the last decade, 76% of all job growth has come in these companies after they've gone public. So going public is a job creator. It is a growth driver for the economy. And so we want to make sure that lawmakers, regulators, issuers, investors, and market participants are all engaged appropriately on those issues that actually matter. And what's been great is it has elevated the discussion, the debate on those topics that are bigger picture topics, like proxy access, disclosure obligation, tax reform, litigation reform, as well as market structure. So market structure isn't the only thing on the agenda any more. It's looking holistically at the system. And we have been heavily engaged with lawmakers and with regulators on the topic. It's gotten a very positive reception. I think that there's also some element of – there are certain areas that not everyone agrees on, but what we've really wanted to do was get an active and open debate on the topics, and I think we've been successful in that. So we do hope that we're going to see progress on some of these core initiatives. We are really pleased to see that Chairman Clayton took as one of his very first acts to allow for confidential filings at every level of a company's size. That's a perfect example of a change in disclosure obligations that we support. So we are hopeful that we can actually drive positive change there. In terms of the blockchain and AI commercialization, those new technologies are going to take time to seep into the financial fabric of the economy. But we have seen – what I really like about the blockchain is that I think that it kind of came to market as a solution looking for a problem. And then there are some problems that were identified. So particularly in illiquid OTC instruments, where there are bespoke trades that are done and they take forever to settle. And so you're standing out there with a lot of risk waiting for those trades to settle. And there is just not an efficient system to support that. And the blockchain, whether it's the Nasdaq Private Market and our Alt initiative, or whether it's the distributed ledger technology that SIX is looking to bring into their OTC market, the whole purpose of it is to create a more efficient and effective way to settle out trades that then lowers the risk of doing those trades, which then lowers the capital requirement. So we have definitely keyed in on problems that are solved with the blockchain. And we are moving forward with commercialized business opportunities with the blockchain and the Nasdaq Financial Framework. On AI, as you can tell, we obviously think that there's a lot of opportunity there across our data products, our surveillance products, and our IR product. And we are actively working with machine intelligence and bringing those products to market. It just takes time for the clients to trial them, to back test them, to make sure that they are, in fact, doing what they hope that they will do. And it's just a time issue of working with the clients to get adoption, but we're highly confident that the solutions we're bringing to market are valuable to the customers. So that's just a matter of time, I think, Mike, to get that adoption up.
Michael Carrier - Bank of America Merrill Lynch:
Okay. Thanks a lot.
Adena T. Friedman - Nasdaq, Inc.:
Sure.
Operator:
Thank you. Our next question comes from Brian Bedell with Deutsche Bank. You may begin.
Brian Bedell - Deutsche Bank Securities, Inc.:
Great. Thanks. Good morning. Adena, if you can just expand a little bit on the revenue opportunities from Nasdaq. I know it's up. I appreciate all the color on this. It does sound like sort of an exciting new area. But if you can talk about – I know it's early, but if you can talk about what you envision as the revenue expectations, and maybe too early for the second half this year, but certainly coming into 2018 and if that alters your long-term mid-single-digit growth outlook in Info Services at all?
Adena T. Friedman - Nasdaq, Inc.:
Well, I would say, I think we need to have more experience with it and working with the clients very extensively to understand the total breadth of the opportunity. In a way, it's kind of an interesting project for us, because when you're going into a highly competitive space, where you kind of know what the total addressable market is and you're trying to grab at it, it's easier for you to come up with projections as to if I progress this way, I will get this money. In Analytics Hub, it's a whole new thing. It's something – these are products that clients have never had access to before. It's a very – it's a new space. So as a total addressable market, in a way it's kind of unknown. And so what we are looking at is how do we just – obviously, we have our own internal targets, but in terms of our expectations and how quickly these targets will be met, we are not providing those publicly, because we do want to have more experience with the technology and with our customers to know what fits their needs and how they are going to be adopting it, before we give you any sort of true, clear guidance or outlook on that particular part of the business. We are doing this as a subscription, and as they – so the way it's priced is you pay a monthly fee for either a third-party data set or you pay different monthly fee if you want to take analytics on that data set. And so there are – there is established pricing that we're working on and making sure that the clients are seeing it as a subscription service, but we don't yet have targets that we're able to communicate to you.
Brian Bedell - Deutsche Bank Securities, Inc.:
Great. I'm sorry, you said that you're piloting this right now. Did you say 20 clients or was that something else...
Adena T. Friedman - Nasdaq, Inc.:
That's right. We have 20 clients who are piloting various aspects of the data, so they may be piloting one data feed. They may be piloting all the data feeds. They may be looking specifically the analytics that we're creating. And what they're doing is back testing it against their models and making sure that those models do, in fact, get a positive impact from the data. That's what they're doing at the moment.
Brian Bedell - Deutsche Bank Securities, Inc.:
Fair enough. Okay. And then, Michael, just on the M&A strategy broadly and, I guess, Adena as well, obviously, you want to be opportunistic in that and thanks for the priority outline on the capital deployment. But as we think about opportunities going forward, do you look at debt flexibility? In other words, I know you're trying getting to 2.5 times on debt-to-EBITDA next year. Would you be willing to flex that back up to 3 times if you saw more important opportunities? And maybe, Adena, if you just want to highlight again on your M&A priorities in terms of what businesses you'd like to try to look at?
Michael Ptasznik - Nasdaq, Inc.:
Well, I would say from a financing standpoint, the priority is identifying if we have good opportunities. We'll look at the best ways of financing those opportunities. And if it means that you're increasing the debt for a short period of time, we would look at doing that. But the priority is getting the investment, and we think it's a good strategic and financial return for the company, then we'll look at the best way to finance that. With that, I'll turn it to Adena to...
Adena T. Friedman - Nasdaq, Inc.:
Sure. I mean, I would say that we are very committed to our investment-grade status. We've been very proactive in working with the rating agencies to make sure that they understand our business well. And we will – I mean, the purpose of having debt capacity is to use it for the right opportunities. But when we look at the opportunities that are before us right now, I think that what Michael discussed in his capital allocation outline is where we're focusing our energies right now, which are on these kind of, I would call them bolt-on-y type of deals, where it adds a capability to – a technology capability to us, it expands our market presence in a certain area, or in the case of the deals we did last year, which – the highly synergistic, basically doubling down in areas we believe in, that we can believe we can grow and expand our franchise. So those are the areas that we're particularly focused on right now, and I think that that will play out, hopefully, as we continue to expand our business.
Brian Bedell - Deutsche Bank Securities, Inc.:
Okay, great. Thanks for all the color. Thank you.
Operator:
Thank you. Our next question is from Ben Herbert with Citi. You may begin.
Ben Herbert - Citigroup Global Markets, Inc.:
Hi. Good morning. Thanks for taking the question. Just wondering if you could provide some context around MiFID II in Europe and where you see maybe opportunities or risks around that next year.
Adena T. Friedman - Nasdaq, Inc.:
Well, we have been very focused on making sure that we're compliant with MiFID II, and that's got a fair number of work streams across our technology organization, our business organization in the Nordics, and it's a big project, not only for us. It's a much bigger project even for our clients. But we see the Auction on Demand functionality that we launched in June on our Nordic market is a direct reflection or a direct reaction to MiFID II in terms of allowing people – I think the general goal of MiFID II is to bring more flow into the venues and to the exchanges, which I think that is benefiting us. But the Auction on Demand allows people to execute their strategies as large institutional players and still do it within an exchange environment and make it so that the systematic internalizers don't have as much of a motivation to take that type of activity off exchange. And so we are doing those types of enhancements to our systems. We're also continuing to look at the disclosure obligations, and whether or not there are opportunities there to enhance our disclosures in our data to help people comply with MiFID II. But I would say also, MiFID II and the new M-A-R, or MAR obligations are really, really helpful, have been helpful to our SMARTS business and its demand for surveillance in Europe over the last couple of years. And so we've seen that as a growth driver for us, and that's been benefiting us.
Ben Herbert - Citigroup Global Markets, Inc.:
Great. Thank you.
Operator:
Thank you. Our last question is from Alex Kramm with UBS. You may begin.
Alex Kramm - UBS Securities LLC:
Hey. Just again here for a follow-up.
Adena T. Friedman - Nasdaq, Inc.:
Sure.
Alex Kramm - UBS Securities LLC:
NFX, I think, Adena, you mentioned NFX at the beginning as continue to gain open interest – or building open interest, et cetera. When I look at volumes, I feel like the growth over the last three quarters have stalled a little bit. And if you look at your competitors, I mean, I think their comps are looking a lot better. Obviously, different businesses, but just wondering, like, you're very excited about open interest. It's not translating into volume. Like, where's the differential coming from, I guess?
Adena T. Friedman - Nasdaq, Inc.:
Sure. So I think that when we look at how our clients are using NFX, they're using it for – they're using it definitely to trade on it and they're using it to clear. And they – and sometimes they can do internalized prints that they then just send into the system to clear. And that then drives the open interest, but they may not actually be using the – what we call the CLOB or the Limit Order Book to trade. And so – but both of those things are beneficial to the health of the platform, the fact that they're willing to put their risk into the clearing house on long-duration related contracts we feel is very, very healthy and encouraging. And I think that that helps us to generally drive client demand to get connected and to be a part of NFX. In terms of the volumes on the system, we have seen – we've been introducing fees, and we've introduced fees at the beginning of May. And as the market makers and the other participants have been getting used to these fees, we've seen some moderation of volumes, but honestly, we continue to see new participants joining. We've had a couple of new firms joining as partners in the last couple of weeks and definitely, there still is very strong demand to continue to develop the platform and bring on new products and new activities. So we see this as maybe a little bit of a plateauing just based on them getting used to new fee-based, but we're pretty – we're still very encouraged and optimistic about the business.
Alex Kramm - UBS Securities LLC:
Sounds good. Thank you.
Adena T. Friedman - Nasdaq, Inc.:
Okay.
Operator:
Thank you. This concludes the Q&A session. I would now like to turn the conference over to Adena Friedman for closing remarks.
Adena T. Friedman - Nasdaq, Inc.:
Thank you very much. Well, thank you very much for your questions, and we are – as I mentioned before, we are very proud of the business. We're proud of all of the opportunities we have to continue to grow the business and engage with our clients. And we hope that we've been able to convey that today. So thank you very much.
Operator:
Ladies and gentlemen, this concludes today's conference. Thank you for your participation, and have a wonderful day.
Executives:
Edward P. Ditmire - Nasdaq, Inc. Adena T. Friedman - Nasdaq, Inc. Michael Ptasznik - Nasdaq, Inc.
Analysts:
Richard Henry Repetto - Sandler O'Neill & Partners LP Daniel Thomas Fannon - Jefferies LLC Chris Allen - The Buckingham Research Group, Inc. Alexander Blostein - Goldman Sachs & Co. Alex Kramm - UBS Securities LLC Michael Roger Carrier - Bank of America Merrill Lynch Chris M. Harris - Wells Fargo Securities LLC Vincent Hung - Autonomous Research US LP Brian Bedell - Deutsche Bank Securities, Inc. Kyle Voigt - Keefe, Bruyette & Woods, Inc.
Operator:
Operator
Edward P. Ditmire - Nasdaq, Inc.:
Good morning, everyone, and thank you for joining us today to discuss Nasdaq's first quarter 2017 financial results. On the line are Adena Friedman, our CEO; Michael Ptasznik, our CFO; Ed Knight, our General Counsel; and other members of the management team. After prepared remarks, we'll open up to Q&A. The press release and presentation are on our website. We intend to use the website as a means of disclosing material, non-public information, and complying with disclosure obligations under SEC Regulation FD. I'd like to remind you that certain statements in this presentation and during Q&A may relate to future events and expectations and, as such, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. Information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press release and periodic reports filed with the SEC. And now, we'll turn the call over to Adena.
Adena T. Friedman - Nasdaq, Inc.:
Thank you, Ed. Good morning, everyone, and thank you for joining us today to review Nasdaq's first quarter 2017 results. As CEO of this organization for almost four months now, I have had the opportunity to gain new perspective and a deeper insight into the nuances of our businesses, our clients and the competitive environment in which we operate. I can honestly say that we here at Nasdaq are working very effectively together and with great intensity across all of our businesses to solve our clients' complex problems and opportunities and to create more constructive opportunities to interact with the capital markets. Our focus across our core businesses coupled with good execution of our priorities contributed to the record results we delivered during the quarter. In particular, our continued strong performance in our non-transactional businesses helped us offset a volume environment negatively impacted by record low volatility. To begin, I want to spend a few minutes updating you on the tactical priorities for 2017 that I outlined during this call last quarter. Strong execution is a hallmark of Nasdaq, and I would say that we are progressing well across all of these priorities. The first priority is to improve our competitive position across all of our businesses. In our Market Services segment, we have achieved strong market share gains across our equities and derivatives markets since the beginning of the year and had a good opportunity to build on those increases with additional market functionality as we continue through the year. For example, in March, we added a new order type post-only non-displayed in U.S. equities and saw material share gains as customers enthusiastically adopted it. Moving forward, as we continue to work on implementing the Extended Life Order or ELO subject to regulatory approval, which rewards retail customers who commit to minimum order durations with elevated priority in the book and which could then benefit participants from other customer segments is effective at bringing more retail flow on exchange. Similarly in Europe where regulation under MiFID II is a big driver of change for our industry, we've experienced significant market share gains throughout Q1 and are developing a new Auction on Demand solution for our Nordic markets to complement the current order book trading. The Auction on Demand functionality enables firms to interact in size while also complying with new MiFID II requirements for on exchange trading. The second priority is to complete the 2016 acquisition integrations and to deliver on their full potential to customers and shareholders. At the end of the first quarter, we have achieved $50 million in annualized run rate cost synergies across our four 2016 acquisitions and continue to build on our confidence that we will deliver on the full synergy potential of $60 million by the end of 2017 as forecasted. We are on track with our major milestones as well including the implementation of the ISE Gemini system on the INET infrastructure in Q1 with expected implementation of the ISE main market before the end of Q3. The corporate solutions integrations are also moving along on schedule. The third priority is to commercialize our capabilities and key disruptive technologies, putting them to work for our clients. We continue to make very good progress here, particularly with the early sales of the Nasdaq Financial Framework or what we call NFF, which is our next generation market technology platform that is fully cloud and blockchain enabled. We are also making progress in developing and delivering products that leverage machine learning such as the Trading Insights data analytics offering within Information Services and important enhancements to our SMARTS Surveillance offering in Market Technology, and we expect each of these to contribute more meaningfully to results as we progress through the year into next year. Therefore, overall, we are performing well against the three tactical priorities for the year. Next, moving beyond the 2017 execution priorities, I would like to provide an overview of new longer term areas of focus for me and the rest of the management team that I believe will continue to broaden our business and help shape the company going forward. First and foremost, we are a client-driven organization, and as such, we are dedicating tremendous time and energy to understanding our clients' needs today, but also to anticipate the complexities that they will face tomorrow. We are also a world-class market infrastructure technology company, and we see a wide range of opportunities where we can apply our expertise and our technology assets to address our clients' needs both today and tomorrow. When I look across all of our businesses, we're in various stages of implementing these opportunities. Today, I'm going to focus on two initiatives that we recently announced. The first is the Nasdaq Private Market Alternatives and the second is Nasdaq Ventures. In the listings business, we're focused on areas where we can use our core market expertise and resources to bring new efficiencies to areas of the market that remain untapped. And during the quarter, we executed our first auction-based transaction in a client's partnership interest on the Nasdaq Private Market or NPM as we call it, and we launched the Nasdaq Private Market Alternatives or what we're calling NPM ALT as an expansion into an adjacent area of opportunity designed to facilitate liquidity in alternative investment funds. We're very excited about our new NPM ALT's offering, as over the past decade, alternative investments such as private equity funds have grown twice as fast as traditional investments. However, they remain very illiquid, which limits participations of certain investor segments. After two years of working alongside our clients to develop a product, we have created an auction-based liquidity solution that has appropriate regulatory approvals and that we believe truly fits our clients' needs. Specifically, we can facilitate secondary trades in LP interest or feeder fund as well as auction-based liquidity in both 40 Act and 33 Act registered funds. We are also expanding the platform to facilitate direct secondary trades in private equity fund LP interest. We see great long-term opportunity in shaping a new era for the alternative asset management industry by providing a structured, scheduled liquidity mechanism to create a fair way to transfer interest that ultimately broaden the appeal of the investment class to new investor segments. Moreover, the NPM Corporate Solution and NPM ALT share the same technology infrastructure and many of the same features, which of course gives us the potential to scale our investments in this technology more quickly. Technology has always enabled us to do more for our clients and it will be even more important to our success in the future. To this end, over the past several years, we've increased both our own experimentation with and investment in new technologies that we believe will shape our future and that of the global capital markets. A key focus for me is not only the new technologies themselves, but how we can better apply them to accelerate our pipeline of new commercially viable products that add greater value to our clients. And to this point, we've recently announced a new initiative called Nasdaq Ventures. We are excited about this initiative as we see Nasdaq Ventures as an avenue for us to discover, partner and invest in emerging companies in the fintech space that are developing and leveraging groundbreaking technologies that align with our clients' needs, including but not limited to, machine intelligence, blockchain and the cloud. Importantly, this is part of a broader ecosystem that we're developing at Nasdaq to accelerate our innovation, growth, and efficiency in ways which align with our long-term objectives in the global capital markets. Nasdaq Ventures complements our own internal R&D innovation program and we are working to create both a culture and a framework for our team to bring more ideas to the surface that leverage new technologies, drive growth and add value. By investing in our future, we help ensure we are building a sustainable franchise over the long term. Today's investors in Nasdaq are benefiting from the investments we've made in this organization over many years. And this certainly was evident in the first quarter's results, as we delivered record non-GAAP operating income of $277 million and non-GAAP diluted EPS of $1.10. A key driver was solid organic growth across our non-transactional segments at 5% year-over-year as well as positive impact of our recent acquisitions. On the flipside, our Market Services segment was materially impacted by low market volumes across all of our asset classes driven by a low volatility environment despite a geopolitical backdrop that continues to have a fair amount of uncertainty. In terms of total industry market volumes, comparisons from the first quarter of 2017 to the first quarter of 2016 may clear these headwinds. Average daily industry volume in the U.S. equities was down 20%, Nordic equities traded volumes declined 16% and U.S. multi-listed options were down 5%, and our Nordic commodities business experienced a 13% drop in volume. That said, in terms of those key drivers that we can control, notably market share and capture rates, we are very encouraged by our progress across our equities and derivatives markets in the U.S. and Nordics. Through functionality enhancements and benefits from a more focused customer orientation, we ended the quarter with 1 to 2 percentage points higher market share in both the U.S. and Nordic equities compared to the Q4 2016 period. We also averaged 42.5% combined market share in U.S. multi-listed options during the period, an all-time high. Capture rates overall were solid across our markets, although there're always many client and volume tier mix dynamics that impact the given period. We are on target to complete our options exchange technology migrations in 2017, and once complete, we will have streamlined the way our customers connect with and execute on the six markets in our options complex. At that stage, we'll focus the organization on delivering new functionality and performance enhancements. Shifting to our U.S. commodities platform, NFX, our market participant clients and partners continue to find opportunities across multiple product categories, and as a result, we continue to see strong performance during the quarter with open interest surpassing 2.2 million contracts, more than 65% above the fourth quarter 2016 high of 1.3 million contracts. Average daily volume in the first quarter of 2017 was 213,000 contracts traded, up 25% from the fourth quarter of 2016 and almost triple the prior year's first quarter level. Considering all of the drivers across the segments and driven in large part by the low volumes, the Market Services segment experienced an organic Q1 year-over-year revenue drop of $12 million or 6%. With the inclusion of the ISE and Nasdaq CXC acquisitions, our revenues in the segment were up 9% year-over-year before other exchanges. Turning back to the non-transaction segment, our Market Technology business delivered the company's strongest year-over-year organic growth at 18%. Additionally, our new order intake in the segment was $47 million, more than double the prior year's first quarter level. We signed several interesting deals during the quarter including one with the New York Interactive Advertising Exchange. It's deemed NYIAX. This new exchange, a marketplace facilitating price discovery and transactions in online advertising derivatives, will leverage the Nasdaq Financial Framework architecture and is expected to be the first exchange to be deployed in the cloud and utilizing the blockchain. It also demonstrates the applicability of NFF beyond traditional capital markets applications. We have also extended and expanded relationships with some key clients including the Hong Kong Exchanges and Clearing which will leverage the Nasdaq Financial Framework for their next generation derivatives trading and clearing solutions. Additionally, NEX Group will deploy the SMARTS Surveillance technology in its leading foreign exchange platform. We are all well positioned to capitalize on this momentum, as we continue to make more components of the Nasdaq Financial Framework available throughout the year and as we enhance the functionality of our surveillance offering and expanded to new client segments. In our Information Services business, we experienced strong growth in AUM and exchange traded products tracking our indexes since last year across many of our index families, turned by inflows and market performance. Nine new ETPs launched tracking Nasdaq indexes in the quarter including new products in Taiwan. We continue to have a strong pipeline of new tradable index products that we expect to launch in the quarters to come. Within our data products business, we experienced moderate revenue growth. In Q2, we plan to launch a new data platform that combines our own proprietary data and third-party data with machine intelligence capabilities. This platform, called the Analytics Hub, is the second product coming out of our Innovation Lab following Trading Insights. Our goal is to provide buy side with better data sets to help them make better investment decisions. Turning to corporate solutions and the listings business, we're proud to welcome strong new companies to the Nasdaq family including Presidio, Hamilton Lane, and Laureate Education in the first quarter. So our overall IPO win rate eased from over 70% last year to 52% in the quarter. While a few years ago we might have been excited by a slight majority in terms of win rate, we progressed to the point where we expect more of ourselves in terms of our ability to demonstrate our unique and superior value proposition to every company that chooses to enter the public markets. In order to continue our decades long IPO share gain story, we'll work to ensure that we're effectively communicating our unique capabilities to support corporates across their life cycle. This includes how the Nasdaq Private Market can deliver benefits during their private ownership, to how our IPO auction mechanism can reduce volatility during the critical period and immediately after their initial public offering, and how we can help them execute as public companies with intelligence, analytics and communications tools from our corporate solutions offering. Turning to our corporate solutions business, I'm pleased to report that the turn to organic growth we reported last quarter continued into the first quarter. When you think about where we started with this business several years ago, it is indeed encouraging and we continue to make good progress on our efforts to position this business for sustained organic growth. Lastly as we execute well, we earn the ability to invest in our future while at the same time delivering tangible returns here now for our shareholders, and in that vein, we are announcing today a 19% increase to our quarterly dividend, which to me is a further vote of confidence in Nasdaq's future growth and profitability story as well as the continuation of our strong track record on shareholder returns. To sum up our performance in the first quarter, while we experienced some revenue challenges in Market Services due to the low volumes as well as flattish performance in listings, we continued to see steady organic growth in Information Services, continued inflection to organic growth in corporate solutions, and our strongest momentum in Market Technology. Looking beyond the immediate numbers, we continue to make a significant progress in our acquisition integration, we achieve strong market share across most of the markets that we operate and we launch a significant new liquidity mechanism for alternative asset managers while we continue to tap into strong demand for our technology solutions in particular our next generation Nasdaq Financial Framework. Therefore, we are confident that we have a strong foundation from which to advance and seize future opportunities throughout the remainder of this year and beyond. And it is the potential of this firm and the opportunities in front of us that I'm so passionate about on why I have remained so optimistic about our future. Now, I will turn it over to Michael to review the financial details.
Michael Ptasznik - Nasdaq, Inc.:
Thank you, Adena, and good morning, everyone. My comments – commentary will primarily focus on our non-GAAP results. Reconciliations of U.S. GAAP to non-GAAP results can be found in the attachments to our press release and in the presentation that's available on our website at ir.nasdaq.com. I will start by reviewing first quarter revenue performance relative to the prior year quarter as shown on page 3 of the presentation and organic growth on pages 4 and 15. The 9% or $49 million increase in reported net revenue of $583 million consisted of $50 million in net revenues from our 2016 acquisitions of ISE, Marketwired, Boardvantage and Nasdaq CXC and organic growth in the non-trading segments of $15 million or 5%. This was partially offset by an organic decrease in Market Services net revenues of $12 million and a $4 million negative impact from changes in foreign exchange rates. I will now review highlights within each of our reporting segments and all comparisons will be to the prior year period unless otherwise noted. I will start with Information Services, which, as reflected on pages 5 and 15, saw $5 million or 4% increased revenue consisting of $3 million or 2% organic growth as well as a $2 million increase related to the ISE acquisition. While we saw healthy organic growth in core data and in revenues from licensed ETPs, the comparison to the prior year period also reflects $1 million in lower audit collections and a decline in fees on derivative product licensing Nasdaq indexes due to lower volumes in Q1 2017 versus elevated levels in Q1 2016. The operating income margin was 74% in the first quarter, up from 73% in the prior year quarter. Market Technology revenue as shown on pages 6 and 15 increased $10 million or 18% with organic growth driving substantially all of the change. The growth is driven by increased revenues from software licensing and support contracts, growth in surveillance products as well as BWise advisory revenues. New order intake was $47 million in the first quarter and the period end backlog finished at $777 million, unchanged from December 2016 and within 1% of all-time highs. The operating income margin was 19%, up 1 percentage point from 18% in the prior year period. Turning to Corporate Services on pages 7 and 15, revenues increased $17 million or 12%, primarily due to the Marketwired and Boardvantage acquisitions, but also due to $2 million of organic growth, all of which came from corporate solutions. Corporate solutions organic growth reflected increased revenues in the public relations and investor relations businesses. Listings revenue declined $1 million primarily due to the unfavorable impact from changes in foreign exchange rates. Excluding FX, revenues were unchanged while the number of corporate listings is relatively steady versus the prior year period. Now while my commentary is generally focused on year-over-year comparisons, I'd like to take a moment and discuss the comparison to Q4 2016 specifically for listings, given the sequential decline of $4 million. This was primarily driven by the fact that de-listings over the course of the entire year only impact revenues beginning in the following year's first quarter because listed companies prepay their annual listing fees at the beginning of that period for the entire year. In 2016, the number of Nasdaq de-listings was about 30% above the prior three-year average overwhelmingly due to elevated M&A activity. This dynamic drove a $2 million decline in revenues in the first quarter versus the fourth quarter of 2016. Additionally, a seasonal decline in revenues related to advertising on the Nasdaq MarketSite Tower and lower new issues activity in the Nordics together drove an additional $2 million decline versus Q4 2016. Now turning back to Q1 2017 versus Q1 2016, the Corporate Services operating margin was 27% versus 24% in the prior year period. Market Services net revenues on page 8 and 15 saw a $17 million increase, reflecting inclusion of $31 million of revenue from the acquisitions of ISE and Nasdaq CXC, offset by a $12 million organic decline driven mainly by lower industry trading volumes and a $2 million unfavorable impact from the changes in FX. Market Services operating income margin decreased 1% to 55% versus 56% in the prior year period. Turning to pages 9 and 15 to review expenses, non-GAAP operating expenses increased $26 million. This increase included $22 million in expenses from our acquisitions, net of $11 million of realized expense reduction from synergies, and a $7 million or 3% organic increase. This was partially offset by a $3 million of favorable impact from changes in foreign exchange. Turning to slide 10, our revised 2017 non-GAAP operating expense guidance is a range of $1.26 billion to $1.3 billion or a $10 million reduction at the high end. Cognizant that annualizing Q1 2017 expenses of $306 million might indicate full-year trends below our guidance, I'd like to be explicit about some of the factors that contribute to higher expenses in the second quarter and the remainder of 2017 despite the expected achievement of the remaining synergy targets. Annual merit increases and certain employee equity grants impact compensation expense starting in the second quarter. Our businesses with higher revenues in later quarters due to seasonality or other factors will incur higher performance-linked compensation as well as higher cost related to delivering certain services. As previously noted, we have budgeted $40 million to $50 million in R&D spending and we have planned for those expenses to build as the year progresses, and starting in Q2, we will begin incurring depreciation and other expenses associated with new offices we've opened in Philadelphia and Bangalore, though each also drive bottom line results as we continue to optimize our real estate footprint. Non-GAAP operating income increased 9% in the first quarter of 2017 and the non-GAAP operating margin totaled 48%, unchanged from the prior year period, as expansion in margins in each of the non-transactional segments was offset by slight contraction in the Market Services segment. Net interest expense was $35 million in the first quarter of 2017, an increase of $8 million versus the prior year period, reflecting the additional interest expense from the financing of our 2016 acquisitions. The non-GAAP effective tax rate for the first quarter of 2017 was 24%, at the low end of the 24% to 26% range we provided during the last quarterly call. We continue to expect the 2017 non-GAAP effective tax rate to be in the range of 30% to 32%, and for the second quarter of 2017, we expect the tax rate to be between 33% and 35%. Non-GAAP net income attributable to Nasdaq for the first quarter of 2017 was $187 million or $1.10 per diluted share compared to $153 million or $0.91 per diluted share in the prior year period. Included in the $1.10 non-GAAP diluted earnings per share is $0.13 related to the tax impact of ASU 2016-09. As mentioned during the fourth quarter 2016 call, we adopted new accounting guidance starting in the first quarter of 2017, which requires us to recognize a tax effect relating to the vesting of share-based awards in income tax expense in our income statement rather than in equity. Turning to capital, during the first quarter, our outstanding debt increased modestly due to fluctuations in FX rates. Our debt-to-EBITDA ratio ended the period at 3 times and we continue to expect to deleverage to the mid-2 level by mid-2018, which we aim to achieve through both EBITDA growth and debt reduction. Subsequent to the end of the quarter, on April 12, Moody's upgraded our bond rating from Baa3 to Baa2 in line with S&P's unchanged rating of BBB. Today, we're also announcing a restructuring of our liabilities. There are several elements to this. First, on May 26, we plan to redeem our 5.25% January 2018 coupon bonds with a face value of $370 million. Second, we expect to fund this redemption through a combination of cash on hand and proceeds from the sale of commercial paper issued through Nasdaq's newly established commercial paper program. And third, in connection with establishing commercial paper program, we're replacing and extending our revolver, which had a capacity of $750 million and was due to expire 2019 with a revolver that has a capacity of $1 billion and expires in 2022. Nasdaq returned $209 million in capital to shareholders in the first quarter of 2017 consisting of $156 million in stock repurchases and $53 million in dividends. As of March 31, 2017, there's $273 million remaining on the board repurchase authorization. Consistent with our approach, the company intends to primarily utilize repurchases to offset the impact of equity share issuance and our repurchases during the quarter largely accomplished this for the full year 2017. As Adena noted, the company also announced a 19% increase today in the quarterly dividend to $0.38 per share. In addition, the board of directors has adopted a dividend policy, which makes clear the intention to provide shareholders with regular and growing dividends over the long term, as earnings and cash flow grow. This underlines the company's desire to continue what has been a significant dividend growth story and a consistent focus on delivering total shareholder returns. Thank you for your time, and I'll turn that back to Adena.
Adena T. Friedman - Nasdaq, Inc.:
Thanks, Michael. As we have discussed, we are very pleased with the operating performance of the business despite a difficult first quarter volume environment. Our market share is improving. Our Market Tech business continues to experience strong demand and performance, and our other businesses are progressing well. We also have continued our efforts to provide healthy returns back to shareholders with our increased dividend. We look forward to continued success, as we progress through the year. And with that, we will turn the call over to questions.
Operator:
Thank you. Our first question comes from Rich Repetto with Sandler O'Neill. You may begin.
Richard Henry Repetto - Sandler O'Neill & Partners LP:
Yeah. Hi, Adena. Hi, Michael. Yes, on one question, the question I guess will have to do with expenses. So you've jumped well into achieving the remaining synergies. And I'm just trying to understand – Michael, you did a great job at explaining why expense will go up in the backend, but it just seems like is there any potential to increase the synergies since we're already within $50 million of the $60 million run rate? Where's the offsets here by the expense outperformance here in the first quarter?
Adena T. Friedman - Nasdaq, Inc.:
Hey, Rich. Thanks for the question. So I think the first thing I would say is we were very, very cognizant of the low volume environment in the first quarter and therefore we managed our expenses well into that environment. And as Michael mentioned, we do have things that we're going to be doing throughout the year, as the revenue continues to grow and as we continue to implement on our initiatives that will create some natural increase in the expenses. In terms of the synergies, we are, as you pointed out, very well underway in achieving our full-year synergies, but at this point, I think we're very confident in our ability to achieve the $60 million, but we're not increasing that guidance right now.
Richard Henry Repetto - Sandler O'Neill & Partners LP:
Okay. I will stick to the one question rule. Thanks.
Adena T. Friedman - Nasdaq, Inc.:
Okay, thanks.
Operator:
Thank you. Our next question comes from Dan Fannon with Jefferies. You may begin.
Daniel Thomas Fannon - Jefferies LLC:
Thanks. I guess my question is on listings. Appreciate the color on the sequential decline, but I guess we're back at kind of early 2015 levels in terms of revenues for listings. Can you talk about your outlook for that revenue line item?
Adena T. Friedman - Nasdaq, Inc.:
Sure. So I think that one of the things to point out is, as we made a price increase in listings a couple of years ago and as part of that price increase, we also eliminated for certain issuers the listing of additional shares fees, so that has been running off because that's a fee structure that amortizes over four years. So, that's been running off, as we've enjoyed a higher level of fees coming in from our listed companies, and so there was a significant increase in listing fees in 2015. And that, we then have another list that we've already announced that comes into play in 2018. This year, however, has just been an interesting year where in 2016, as Michael mentioned, we had a lot of M&A activity that created de-listing activity against a relatively weak U.S. IPO market last year. So obviously, we hope to continue to see a better trend in terms of new IPOs coming to market and hopefully some level of abatement of some of the M&A activity, which then will create a better net listing story for us. The other thing just to point out for Q1 and it's a dynamic that specifically occurs in the Nordics. Nordic revenues from new listings tends to come in earlier in the process. We don't amortize these listing fees onto the same degree and there's other fees that come into play when we get new listings, and Q1 was a quieter quarter for the Nordics. But we do see a very strong pipeline of listings coming into the Nordics throughout the year, but that also just created just a lower quarter in terms of listing revenue.
Daniel Thomas Fannon - Jefferies LLC:
Got it. Thank you.
Operator:
Thank you. Our next question comes from Chris Allen with Buckingham Research. You may begin.
Chris Allen - The Buckingham Research Group, Inc.:
Good morning, everyone. Wanted to ask a little bit...
Michael Ptasznik - Nasdaq, Inc.:
Good morning.
Adena T. Friedman - Nasdaq, Inc.:
Good morning.
Chris Allen - The Buckingham Research Group, Inc.:
...a little bit about the Market Technology. I mean the order intake was solid, but the backlog was down a little bit year-over-year. It's been flat relative to the fourth quarter. Obviously, you guys are always working on stuff that doesn't find its way into the back. I was wondering like what the pipeline is and how do we think about the growth trajectory moving forward from here?
Adena T. Friedman - Nasdaq, Inc.:
Sure. Well, I think that what we provided is an outlook of generally mid- to high-single digits growth in the Market Technology business. We obviously got off to a great start in the first quarter in terms of revenue as well as order intake and recognize that the first quarter is usually a pretty quiet quarter for that business in terms of, what we call, short-term revenue or kind of change requests and things that come in. We have a – usually fourth quarter is a very active quarter in terms of that type of revenue and first quarter tends to be a seasonally low quarter for that. So, that should pick up as we go through the year. At the same time, we have extremely strong demand frankly coming from all elements of the business. It's actually – it feels great in terms of understanding what our clients are looking for and how they want to continue to advance their market, and then frankly our new technologies and what we're able to do to deliver for them, I think that we are matched up extremely well with what our clients are needing going forward. So we feel very good about the demand from our existing clients in terms of extending and expanding existing contracts as well as from new clients as they are looking at ways to make their – streamline their infrastructure and take more advanced technology at the same time. So I have to say it does feel very good right now in terms of the demands for our services.
Chris Allen - The Buckingham Research Group, Inc.:
Got it. Thanks.
Operator:
Thank you. Our next question comes from Alex Blostein with Goldman Sachs. You may begin.
Alexander Blostein - Goldman Sachs & Co.:
Hey. Hey, guys. Good morning.
Adena T. Friedman - Nasdaq, Inc.:
Hey, Alex.
Alexander Blostein - Goldman Sachs & Co.:
Wanted to touch on the index business. So the underpinnings for (34:09) obviously very robust. You guys are winning incremental ETP products and the market's obviously helped a lot over the last couple years, but if you look at the revenue in that bucket, it's been kind of balancing around that kind of 28% to 30% range for the last two years. So just a little more clarity I guess on what's going on underneath and is it a pricing issue – is it a volume issue, is it a pricing issue, kind of how should we think about the growth here going forward and what could sort of accelerate it?
Adena T. Friedman - Nasdaq, Inc.:
Sure. Well, I think that there are two components to the index revenues that are worth mentioning. One is AUM – kind of basis points on AUM and that differs by index in terms of – some of our indexes command higher fees than others, so that's one component. And the other component is the futures trading revenue off of the queues. And in the quarter, we saw a 40% drop in futures volumes on the queues, which created a downward pressure in that revenue stream against, I think, solid growth within the AUM-related revenues. And we did see significant – I would say that the queues in particular had a strong AUM quarter and they tend to have slightly lower fees as compared to our smart beta indexes that have higher fees associated with them. So while we saw really strong AUM growth, it's not going to be a one-for-one in terms of AUM growth and revenue. It does depend on the composition of the growth, but I would say that the futures volumes have created an offset to overall AUM revenue growth for the quarter.
Alexander Blostein - Goldman Sachs & Co.:
Got you. That's helpful. Thanks.
Adena T. Friedman - Nasdaq, Inc.:
Sure.
Operator:
Thank you. Our next question comes from Alex Kramm with UBS. You may begin.
Alex Kramm - UBS Securities LLC:
Hey, good morning. Just wanted to come back to the Market Technology side for a second here. You mentioned good interest from existing clients. Can you flush us out a little bit and maybe define the addressable market there a little bit more because I think you had some wins in the past that clients took the whole gamut, I guess, so can you just – but I'm sure there're some legacy clients that only use a couple of services or maybe the core technology. So, maybe a little bit more of how you would define the upside opportunity to cross selling, how many clients you have that are only taking the few products and how are the margins when you actually up-sell that, so a lot of questions. Go ahead.
Adena T. Friedman - Nasdaq, Inc.:
Yeah, that's a lot of questions. I mean I don't have the specific numbers that you are asking for around addressable market, but I can give you color around that right now. And I think that with regard to the overall addressable market, you're right that we have some clients to really take almost every service we have to offer, but only a few, I would say a small handful of clients take the full gamut of what we have to offer and then there are a lot of other clients that might just use us for derivatives or might just use for trading and not for clearing. And so, what we find is that as we continue to develop our relationships with our clients, they're realizing that they might have only used us for trading in the past and they now need a new clearing infrastructure or they're really looking at a complete redo of their post trade infrastructure and are looking to work with us on both clearing and CSD. So the clearing, I would say post trade infrastructure has been the strongest demand among existing clients in terms of expanding our relationships and growing the footprint within our existing clients. In terms of trading, I would say that that's where new clients like NYIAX and we've had a couple of other new clients come on board on the trading. And then of course, as we continue to work on our Project Ocean (37:58) initiatives that then expands our ability to offer up our trading and operations capabilities into the broker-dealer community and the demand for that continues to be very strong. Those contracts just like any other Market Tech contract takes a while to develop, but we are in active dialog with several large broker-dealers around the use of our technology for that purpose. So I would say, in the core Market Tech that's where we see kind of the demand developing in SMARTS, I think there are two areas of growth. One is, frankly, we just continue to get penetration, and the growth there has been double digits for a long time. I think that's the second, though, is that as we have built out a market intelligence suite around e-com's compliance, we are really building up a nice pipeline, but also going into production now with a couple of clients on kind of a more holistic approach to surveillance both e-com's compliance matching up with trade surveillance. And then the third area of growth for us is in the buy side, which is a total blue ocean kind of opportunity for us to bring all of our SMARTS Surveillance capabilities into the buy side, and we have a growing pipeline there, but that's a longer term growth opportunity for us.
Alex Kramm - UBS Securities LLC:
All right. Very good. Thanks.
Adena T. Friedman - Nasdaq, Inc.:
Sure.
Operator:
Thank you. Our next question comes from Michael Carrier with Bank of America. You may begin.
Michael Roger Carrier - Bank of America Merrill Lynch:
Right. Thanks a lot. Michael, maybe just on the debt side, given what you hit on in terms of the redemption and then the increased revolver, even CP, just wanted to get a sense on the outlook and maybe interest expense on how that all plays out, and I'm assuming it's a net benefit just given the cost, but any color on that. And I guess any charges on the redeeming of the 2018.
Michael Ptasznik - Nasdaq, Inc.:
Yeah. So the simple way to think about it is that we have the 5.25% bonds that will be redeemed and then we will be replacing that with a CP program to a large degree, and so you can see whatever the differential rate will be, we're not going to speculate on what the CP rates might be, but you can see what the differential might be between those two to determine what the change in the interest rates would be. And then there will be some one-time expenses that will go through as a non-GAAP item that we'll book through the quarter in Q2, still finalizing what those numbers are, but we'll be in the $10 million to $15 million range most likely.
Michael Roger Carrier - Bank of America Merrill Lynch:
Okay. Thanks a lot.
Operator:
Thank you. Our next question comes from Chris Harris with Wells Fargo. You may begin.
Chris M. Harris - Wells Fargo Securities LLC:
Thank you. A question on corporate solutions, you mentioned second quarter in a row of organic growth. I think the rate of growth is probably a little bit less than you guys would like to see. Any updated thoughts on what needs to happen for that part of business to see faster growth than it currently is seeing. Thanks.
Adena T. Friedman - Nasdaq, Inc.:
Yeah, I would agree that we would like to be able to get to a higher sustainable growth rate in that business. Where we've seen strong growth is in actually our core offerings of IR intelligence and the PR suite. So we're encouraged by the fact that some of our core offerings are really experiencing strong growth, but where we see some continued challenges is in the webcasting business, which we've discussed over the last year. And so I think that that's kind of creating a net offset to some of the stronger growth in our core solutions. We continue to look for ways to make sure that our webcasting solutions are kind of turning into a growth opportunity for us. In terms of the quality of what we do, we are at, I would say, the highest end of quality in terms of our webcasting capabilities, and we want to continue to integrate those solutions into the rest of our offering to make them more part of an integrated solution. So there are things we're going to do to continue to try to create a growth opportunity there. We are encouraged by the core growth in the offerings where we've been investing the most. We are very pleased to see the level of demand that's developing in those products. In terms of as we continue to go through the year, just to give you a little color on the business itself, we are going through some tech implementations in our PR business in terms of moving everyone onto the Globenewswire platform and that's well underway, as we've been doing the Marketwired integration, and that's been positively received. We also are going to be slower, and this is intentional and modeled slower in terms of integrating our board solution clients just to make sure that we do it in a very measured way. But again, we're seeing really strong demand in growth there as well. In terms of the other area of migration has been in our webhosting platform and we're well underway in migrating everyone to a much more advanced solution. But throughout all of these migrations and integrations, we are building out kind of a fundamental platform that will allow us to share content across our solutions, particularly as we get into 2018 and we do think that will actually create a stickier offering to all of our current clients and continue to give us more of an opportunity to elevate further into the C-Suite and that I think will hopefully be a significant growth catalyst as we get into 2018. So I think we talked about this at the Investor Day last year actually, in March, that we have this march to an integrated platform solution and we are on track, but it does carry us into 2018 as we continue to create a more full service solution for our clients.
Operator:
Thank you. Our next question comes from Vincent Hung with Autonomous. You may begin.
Vincent Hung - Autonomous Research US LP:
Hi. So in this Virtu-KCG deal, they're looking to extract some synergies from savings on market data. Do you see any revenue impacts from this and are you concerned by any further consolidation in the HFT industry?
Adena T. Friedman - Nasdaq, Inc.:
So I mean I think that there will be some impact. We're still assessing exactly what that would be and they obviously have to go through and I'm sure they have certain assumptions, but we have some work to do just to make sure that we fully understand it. It's not going to be significantly material, but as we said, consolidation in the HFT industry could have some impact on our maybe data and connectivity services, and at the same time, what we have found is when there has been consolidation in the industry in the past, it tends to give rise to new players and so the net of it has usually been a lot more muted than what you would expect in terms of initial impact, and that's just – by the nature of the industry frankly is usually when there's consolidation, someone else sees it as an opportunity to get in and that has been the history of our business. So we see it as – on a netted basis, we're not particularly concerned, but we definitely obviously are evaluating it right now.
Vincent Hung - Autonomous Research US LP:
Thanks.
Operator:
Thank you. Our next question comes from Brian Bedell with Deutsche Bank. You may begin.
Brian Bedell - Deutsche Bank Securities, Inc.:
Great. Thanks, folks. Just maybe to go back to the Corporate Services business, maybe Adena, if you can talk a little bit more about how you view the revenue and profit outlook from the two new initiatives that you mentioned, NPM ALT and Nasdaq Ventures, and I assume those are both going into the Corporate Services business. Are those initiatives – do they have potential in expanding that core growth rate in 2017 or is that more of a 2018 and beyond type of view? And then if you can talk about how much of your R&D allocation is to those two new ventures?
Adena T. Friedman - Nasdaq, Inc.:
Sure. So the corporate ventures actually is at the corporate level and it has more to do with developing an investment team that looks at taking minority stakes in new technology companies. And we would take – what we've announced is that we would expect those stakes to range anywhere from less than $1 million to around $10 million, so it depends on how early stage versus late stage we get into the investment. They will be oriented towards technology companies as well as any obviously new ventures that we believe will be accretive to our business over time. We will only be looking at technology companies that provide a strategic benefit to Nasdaq. So an example of a similar type of investment we've made, we made an investment in a company called Chain, which is a blockchain solution and we are integrating Chain into our blockchain solution through the NFF. We also have made an investment in a company called Digital Reasoning, which is a machine learning company, and we're integrating that capability into our SMARTS offering. So those are the types of investments we would look to do at the corporate level. It won't be sitting within Corporate Services. And so I think that we've just announced that it's going to be a more organized effort going forward and we will have a very specific process around evaluating those opportunities. In terms of the NPM ALT initiative, this is kind of a brand new thing. There is no one out there who does this today. So looking at sizing it, the number of – the amount of secondaries that have gone through the private equity industry in the last year is somewhere in the range of $60 billion. Now capturing all of that or frankly catalyzing a further ability to do secondaries and making it more organized, more efficient, more streamlined and having a true price discovery event around those trades, we think, is a huge opportunity for the industry to allow for more episodic liquidity in those funds, but it's brand new. So it's not – today that's all done through a manual broker-led process. I would say that we see this as a long-term opportunity for us. We're not investing significantly because we're able to leverage the Nasdaq Private Market. So it's all within the $40 million to $50 million that we've announced in our R&D program, but it is something that we think that over time it will be one of those things that builds over time and I personally see it as kind of a five-year type of horizon in terms of really becoming a very significant part of our business, but I do want to say it is a long-term investment project for us and it is again not a significant annualized investment that we need to make in order to make it go.
Brian Bedell - Deutsche Bank Securities, Inc.:
Right.
Michael Ptasznik - Nasdaq, Inc.:
And Brian, just to clarify.
Brian Bedell - Deutsche Bank Securities, Inc.:
Yeah, go ahead.
Michael Ptasznik - Nasdaq, Inc.:
Sorry, go ahead.
Brian Bedell - Deutsche Bank Securities, Inc.:
No, no. Go ahead.
Michael Ptasznik - Nasdaq, Inc.:
Just to clarify, the Nasdaq Ventures because that is investment based, think about it as balance sheet based and not related to the $40 million to $50 million of the R&D budget.
Adena T. Friedman - Nasdaq, Inc.:
Right.
Brian Bedell - Deutsche Bank Securities, Inc.:
Right, right. Yeah, no, that's clear, thanks. And just on the platform for NPM ALT, do you see developing that this year or is that also longer term?
Adena T. Friedman - Nasdaq, Inc.:
No, it's developed actually, so we've announced it as launched.
Brian Bedell - Deutsche Bank Securities, Inc.:
Okay.
Adena T. Friedman - Nasdaq, Inc.:
We are actively working with our clients right now to develop out the first liquidity events. So there's two things that can happen. One is that they can just launch the ability to do a liquidity event through the platform on their existing funds, and the other would be to basically embed in the perspectives of a new fund a liquidity mechanism that allows them to do monthly or quarterly auctions within a 40 Act vehicle. So we're basically working with clients on both. If we have a client that is willing to do liquidity events on existing funds, that could be revenue that starts to come in this year. If they're putting it into their prospectus as they're going out to market, the revenue will likely start to pull in next year as they launch the fund and start to offer liquidity. But it is something that we built the platform. It's ready to go and we are actively working with a lot of clients on implementation.
Brian Bedell - Deutsche Bank Securities, Inc.:
Okay. That's great color. Thank you.
Operator:
Thank you. Our next question comes from Matt Moon with KBW. You may begin.
Kyle Voigt - Keefe, Bruyette & Woods, Inc.:
Hi. This is actually Kyle Voigt.
Adena T. Friedman - Nasdaq, Inc.:
Hi, Kyle.
Kyle Voigt - Keefe, Bruyette & Woods, Inc.:
So just a follow-up on earlier questions on the listings business. With the migration of the listed companies to the all-in fee structure beginning in January 2018, you mentioned there would be a revenue uplift, but I'm just wondering if you could help us quantify the expected financial impact of that because I think the first year, it was optional, in 2015, you grew your listings revenue something like 15% constant currency.
Adena T. Friedman - Nasdaq, Inc.:
Yeah. So we aren't providing specific guidance on that. It will be significantly lower than the first – on the first push just because a lot of clients did impact. Then, there were two things that happened in 2015. There was a modest price increase across all listings, and then also on top of that, certain listings opted into the all-inclusive fee, which is an incremental fee on top. So, what's going to happen in 2018 is the rest of the firms will be grandfathered into the all-inclusive fee structure, but that's going to obviously have a less impact than what happened in 2015. A lot of companies chose to opt in over the last couple of years, so every year they've been more opt-ins coming through.
Kyle Voigt - Keefe, Bruyette & Woods, Inc.:
But you'll also continue to have the loss of the additional fees, right?
Adena T. Friedman - Nasdaq, Inc.:
Yeah. So the LAS (51:35) fees will continue to run off also. That's a four-year runoff schedule.
Kyle Voigt - Keefe, Bruyette & Woods, Inc.:
Right. Okay. Thank you.
Operator:
Thank you. Our next question is a follow-up from Michael Carrier with Bank of America. You may begin.
Michael Roger Carrier - Bank of America Merrill Lynch:
Guys, just two small things. I think just on the data side, Adena, I think you mentioned a new platform in 2Q on the analytics side. I just wanted to get any color that you have on that because it does seem like on the data, there's a lot of demand, there is some offset on maybe price pressure for the industry. And then on the tech side, just given some of the wins that you've had, is there anything lumpy like we've seen in the past or are the current wins, a lot of kind of small, but continue to move the momentum in that business for the outlook? Just want to make sure we don't see big moves in terms of the revenues per quarter.
Adena T. Friedman - Nasdaq, Inc.:
Sure. Yeah, I'll actually take that question first. So we do not have another deal coming through like the Borsa Istanbul deal that will take a – do a step function increase in revenues. It is going to be more of a steady build and climb, as we implement and start to recognize revenues across new clients. And so it's not going to be lumpy like that. It's going to – we just see a continued steady – a steady climb, as we continue to implement the new clients or new services to existing clients. In terms of the Analytics Hub, we actually are really excited about what we are doing in the data space right now. In terms of – we've been working with several machine intelligence companies to look at our own data and then to introduce some interesting third-party content into the mix where we could, the way that Analytics Hub is going to work, is a client can choose just to take the third-party data, it's unusual data, data that they might want to integrate into their own models, but it's a very streamlined channel for them to get it. They have one contract with us. They have the ability to take this data in the formats they want. They can take whatever element of data that they want. You don't have to take it as like a full feed. It's super flexible. They also, if they want, can take the analytics that we build on top of it where we're taking some of the third-party content, but using machine intelligence to match up against our own trading and order data to find potential signals in our market from that combination and we can provide them those analytics as well. So it's basically just the beginning where we have several different data feeds coming in and we're working with the machine intelligence companies to find those signals, but it is something where we believe that the buy side, over time as they continue to advance their quantitative models, will want to be able to have a myriad of third-party information that they can use either in their own models or they might actually want us to deliver an analytic for them that helps them understand signals in the marketplace. So, that's the purpose of the Analytics Hub and we do have some good early demand coming from sell side and buy side clients actually for the third-party data and for the analytics, but this again is a longer term initiative for us. It's not something that'll have an immediate impact in a meaningful way in a business as large as the data business, but it will be something that we hope will continue to climb and develop into something significant for us over time.
Michael Roger Carrier - Bank of America Merrill Lynch:
Okay. Thanks a lot.
Operator:
Thank you. Our next question is a follow-up from Alex Kramm with UBS. You may begin.
Alex Kramm - UBS Securities LLC:
Yeah. Hey, just real quick. Just wanted to look at the cost base again. When I look at the expenses by segment, hopefully my data is right here, but from the fourth quarter to the first quarter, I see significant step downs in Corporate Services, I think like $9 million or so and then in the Information Services by $6 million, but Market Services is kind of like just slightly down, right? So not to get into too much detail here, but when I think about the ISE acquisition and then synergies coming out there, would it assume a lot of Market Services. And then the Corporate Services step down, I mean I know you did some acquisitions there, but that's just – that's like $36 million annualized quarter-over-quarter, so are you just ripping a ton of cost out there? Just maybe a little bit more color why maybe on a segment level that looks a little bit surprising to me.
Adena T. Friedman - Nasdaq, Inc.:
Sure. So I think that with Market Services, I would say that immediately after completing the acquisition of ISE and CXC last year, we had a lot of non-technology-oriented synergies that we implemented, and we did that early and we did that, I think, decisively and you saw the benefit of that last year and that's coming into this year. This year, the incremental synergies in those deals are going to come from the technology implementations. We completed one in the first quarter on schedule with great quality and we're really, really proud of that, but until we continue to integrate the other two technology platforms, we won't see a material increase in the synergy opportunity until we basically have retired all of the ISE platforms at this stage. So, that will likely come later in the year. In terms of the Corporate Solutions business, there're a couple of things. Number one, there is cost that is related to revenue. And the fourth quarter is always our seasonal high in terms of revenue, always, but it also comes with it cost in terms of sales commissions, in terms of actually delivery of services in the PR business and in the webcasting business. So as we have seasonally low, our first quarter tends to be seasonally lower in terms of some elements of the business where there are direct costs associated with it. But also having said that, Stacie is doing a spectacular job of managing that business and managing the cost structure as we've been looking at both the revenue opportunities and the revenue risks in that business, and she just does a great job of managing expense base there. There is seasonal element though to the expense base that is associated with different revenue outcomes for that business.
Michael Ptasznik - Nasdaq, Inc.:
Just to expand a little on what Adena is saying, part of the makeup of the business as well, it's obviously much more of a people-based business and some of the reductions that we saw quarter-over-quarter related to compensation, so that's one of the key drivers as well. It's really much more people-based than it is on the other side.
Alex Kramm - UBS Securities LLC:
All right. Well, would you say...
Adena T. Friedman - Nasdaq, Inc.:
(57:58)
Alex Kramm - UBS Securities LLC:
Yeah. No. Just maybe on the Corporate Services, does that mean though when I look at like deals in that business over time that those are easy to buy and rip out the cost kind of opportunities or was it really across the whole business or is Corporate Services something where there are those opportunities to just buy revenue and take out a lot of cost or am I looking at the wrong thing here?
Adena T. Friedman - Nasdaq, Inc.:
No. No. I mean I would say it depends on what we buy. So when it comes to Marketwired and Boardvantage because those two businesses are literally exact replicas of what we are already doing, it's just a matter of a similar scale up. In existing businesses, there are a lot of synergies that come from that. And there are synergies across sales, service, operations and ultimately technology. The technology, of course, is the tail as we continue to implement the technology integration, but I do think that there are nice synergy opportunities. If we were to buy company, however, that is expanding our capabilities in going into new things, there will be synergies associated with back office and administration and potentially sales, but we may not have as quite as many things in terms of technology and service, but certainly the acquisitions we did last year were highly synergistic and quite intentional in that regard. I think that – but generally speaking, it is definitely a more people-oriented business. So as you look at integrations, you can look at it as where can we save on infrastructure and people.
Alex Kramm - UBS Securities LLC:
Thanks for my follow-up.
Adena T. Friedman - Nasdaq, Inc.:
Sure.
Operator:
Thank you. This concludes the Q&A session. I'd like to turn the call back over to Adena Friedman for closing remarks.
Adena T. Friedman - Nasdaq, Inc.:
Okay, great. Well, thank you all very much for all of your questions today. Obviously, we are really excited about how the business is performing and what we can do to continue to grow the business, and we look forward to speaking with you again next quarter.
Operator:
Ladies and gentlemen, this concludes today's conference. Thank you for your participation, and have a wonderful day.
Executives:
Edward P. Ditmire - Nasdaq, Inc. Adena T. Friedman - Nasdaq, Inc. Michael Ptasznik - Nasdaq, Inc.
Analysts:
Richard Henry Repetto - Sandler O'Neill & Partners LP Chris M. Harris - Wells Fargo Securities LLC Brian Bedell - Deutsche Bank Securities, Inc. Warren Gardiner - Evercore Group LLC Alex Kramm - UBS Securities LLC Michael Roger Carrier - Bank of America Merrill Lynch Alexander Blostein - Goldman Sachs & Co. Kenneth B. Worthington - JPMorgan Securities LLC Chris Allen - The Buckingham Research Group, Inc. Kyle Voigt - Keefe, Bruyette & Woods, Inc. Rob Rutschow - CLSA Americas LLC Vincent Hung - Autonomous Research US LP
Operator:
Good day, ladies and gentlemen, and welcome to the Nasdaq Fourth Quarter 2016 Results Conference Call. At this time, all participants are in a listen-only mode. Later, there will be a question-and-answer session and instructions will follow at that time. As a reminder, today's call is being recorded. I would now like to turn the conference over to Ed Ditmire, Vice President of Investor Relations. Sir, you may begin.
Edward P. Ditmire - Nasdaq, Inc.:
Good morning, everyone, and thank you for joining us today to discuss Nasdaq's fourth quarter 2016 and full-year financial results. On the line are Adena Friedman, our CEO; Michael Ptasznik, our CFO; Ed Knight, our General Counsel; and other members of the management team. After prepared remarks, we'll open up to Q&A. The press release and presentation are on our website. We intend to use the website as a means of disclosing material, non-public information, and complying with disclosure obligations under SEC Regulation FD. I'd like to remind you that certain statements in the presentation and during Q&A may relate to future events and expectations, and as such can constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. Information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press release and periodic reports filed with the SEC. I now will turn the call over to Adena.
Adena T. Friedman - Nasdaq, Inc.:
Thank you, Ed, and good morning, everyone. Let me start by saying that 2016 was truly a significant year for Nasdaq, our businesses, our leadership team, and the geopolitical landscape. I'm very excited to have been named CEO and to have the opportunity to lead this tremendous organization forward during its next phase of growth and expansion. I would like to start by thanking Bob Greifeld for his incredible dedication and leadership over the past 14 years. Bob led a transformation that strengthened the company's foundation and then expanded it in a logical, disciplined and progressive manner. It is because of his vision that Nasdaq is as well positioned as it is today as a leading global technology solutions company, serving the global capital markets. Bob's focus on shareholders was incredibly important to him and one that he engrained in the entire organization. This manifested itself in the company's tremendous efficiency, as well as the outstanding shareholder returns the company has delivered over his tenure. I know that Bob appreciated the insight and support he received from you throughout the years. I fully intend to continue Nasdaq's focus on our shareholders, as well as our clients. Most importantly, our emphasis on delivering strong, consistent shareholder returns, while providing our clients with world-class exchange and capital market solutions across the globe. Having been in this role for a month now and having spent time with key personnel in many of our businesses at their annual sales and strategy kick-off sessions, we are very excited about our prospects in 2017, and my confidence in this organization's ability to continue to execute has only increased. Today, I want to organize my remarks around a few of the areas where Nasdaq is evolving our business, as well as cover some performance highlights from 2016 and then end with our execution priorities for 2017. As I noted, 2016 was indeed a significant year of progress for Nasdaq. We welcomed several additions to the business and executive leadership team, all of whom share strong expertise in their respective areas. I have the utmost confidence in the leadership team we have assembled today and their ability to move Nasdaq forward. Moving ahead for us means that we are constantly evaluating our businesses and our client engagement and finding the best path to success in serving our clients in a unified and strategic way. With this goal in mind, we've decided to group Listing Services and our Corporate Solutions business under one segment called Corporate Services in our reporting. Bringing these two businesses under one reporting segment will allow the investment community to gain a better understanding of the full range of services we offer our corporate clients as well as highlight the unique value we deliver to them. We strive to be a strategic partner to our 18,000 corporate clients throughout their lifecycle, both as private and public companies. And we intend to build further on the momentum in this area through increased collaboration and innovation across the teams at Nasdaq. We are also now reporting Market Technology as an independent segment. This change will provide investors with a clear view of what we consider one of the most differentiated and compelling aspects of Nasdaq's business model. We are very excited about the growth and expansion opportunities in Market Technology as we become an increasingly important partner to other markets, broker dealers and institutional investors. We are also making significant changes in our Fixed Income businesses. Under new leadership, we are bringing our fixed income offerings together under one common brand, Nasdaq Fixed Income, as we begin to evolve the strategy to better support both our clients and our growth objectives. While it resulted in a non-cash accounting impact in the fourth quarter, which Michael will detail, we're confident the business will be better positioned moving forward. Lastly, in terms of our business alignment actions, we have decided to end the NLX European rate futures initiative and we'll be working with our clients and partners to facilitate an orderly wind down of open positions. Now moving into the broader results for 2016, we are proud of the accomplishments that we achieved for our clients throughout the year and the resulting financial performance for our shareholders. Specifically in 2016, we delivered record of raw net revenues of nearly $2.3 billion, record non-trading segment revenues of nearly $1.5 million and record non-GAAP EPS of $3.68, an increase of 9% year-over-year. Building on this with our dividend payments and valuation improvement, Nasdaq achieved double digit total shareholder return of 17.5% in 2016. This performance is a testament to the strength of our model, our team and our ability to execute against a mixed volume backdrop. Recognizing that 75% of our revenues comes from subscription and recurring revenue businesses, I'll speak to the non-trading segments first. We continue to see steady organic growth across each of our non-trading segments, which together delivered 4% organic growth in 2016, a figure that is consistent with both our track record over the last several years as well as our forward-looking medium-term outlook. This was driven in special part by accelerated growth in our Market Technology segment, which delivered a very strong 11% organic growth for the year along with strong momentum exiting 2016 in terms of the fourth quarter's robust new order intake of $136 million, one of our highest quarters ever, capping a very solid $276 million total for the year. Breaking down 2016 order intake into how we delivered for our clients included deepening our relationships with existing clients such as contract extensions and in some cases contract expansions with the Hong Kong exchanges, Australian Stock Exchange, NEX formerly known as ICAP, SIX Group, Borse Dubai, and Borsa Kuwait, and significant new customer sales from clients such as NYIAX and the Affinity Capital Exchange among others. In conjunction with our trading business, we are particularly excited to announce in the fourth quarter our agreement to support and host a leading bank's dark pool as part of our Ocean initiative, a new way of leveraging our expertise in trading and compliance support solutions to solve customer challenges. And we look forward to building on this success in coming periods. Along with Market Technology's new order intake success in 2016, we were also excited to announce the Nasdaq Financial Framework or what we call NFF, which is our new modular architecture that will provide next generation capital markets capabilities, including the integration of Blockchain technology across the issuance and settlement of securities as well as cloud-enabled trading and clearing capabilities. We expect this next generation platform to contribute meaningfully to our order intake in 2017 and beyond. In our Corporate Services segment, we are very pleased to see solid progress in terms of improving our competitive position as a result of our continued client focus. In particular, issuers continue to see Nasdaq and our listing value proposition as the preferred venue for their public offering. This is evidenced in our 73% win rate across, among U.S. IPOs in 2016, including an 87% win rate in U.S. Tech IPOs, as well as, our success in large tech deals, in fact, seven of the top 10 technology IPOs selected Nasdaq in 2016, including amazing companies such as Trivago, Nutanix, and Coupa Software. We also attracted the largest Energy IPO of the year with Extraction Oil & Gas, and the largest bank IPO with First Hawaiian bank. We believe the investments and enhancements we've made to the IPO open experience coupled with our Corporate Solutions and our long-term orientation to our listing relationships are truly differentiating our offering. In the Nordic, DONG Energy and Nets, were two of the largest Nordic IPOs ever, and two of the top three IPOs globally last year. With 62 IPOs in 2016 and over €8.5 billion raised, we are very proud that our Nordic markets topped all other European regions. Lastly, Nasdaq became the fastest growing venue for ETF listings, delivering 50% year-over-year growth in our total number of listings with an increase of 110 Nasdaq ETF listings. In Corporate Solutions, we made significant progress to enhance the client experience through the introduction and rollout of the next generation IR platform, IR Insight platform. In doing so, we created an architectural foundation for all of our next generation Corporate Solutions products going forward. The IR Insight launch and rollout and other product enhancements combined with the continued improvements in our service and support all contributed to the ability to improve our organic revenue trends. Our revenue performance in Corporate Solutions stabilized as we progressed through 2016 culminating in modest, but encouraging organic growth in the fourth quarter. Turning to our Information Services segment, it continued to provide solid gains in 2016. The Data Product's business specifically delivered a 7% revenue increase for the year, most of which was organic. Our Index Licensing and Services business on the other hand experienced a challenging start to the year due to beta headwinds and fund flows and market performance. But we progressively improved as the year went on with assets under management ending the year higher versus 2015. As we look to the future in Information Services, we're encouraged by the progress in leveraging emerging technologies, most notably machine intelligence, to expand the ways we serve our clients such as, including the launch of the trading and analytics product suite, which is just beginning to leverage the machine intelligence in its logic. The new family of solutions offers, includes offerings that our clients use to refine their trading strategies or identify potentially alpha-generating investing areas. We continue to launch new Analytics and Insights products throughout 2017 and into the future as a way to generate new growth opportunities for us moving forward. We also continue to make strides in expanding our Index franchise, in particular with our smart beta products, which make up 44% of our growing, $124 billion in AUM total. An example of this was launching the first fixed income product leveraging the DWA relative strength methodology in partnership with State Street. Now turning to, from our non-trading segments to the Market Services segment, it was a mixed year. In terms of beta drivers, the first three quarters of the year were characterized by low volatility and volumes, an obvious challenge, although volumes picked up post U.S. election. In terms of our alpha drivers, we experienced a continued fierce competitive environment for market share in U.S. Equities and Fixed Income, while we made some late year gains in market share at Nordic equities and U.S. options. Specifically in our U.S. options business, we believe the ISE acquisition provides us with significant upside in how we serve our options trading clients, in particular in the complex order business and in our front end. We began to see the benefits of the combined options business, as we went through the year, and we've worked closely with our clients to begin to see new order flow achieving market share north of 40% entering 2017. Additionally, Nasdaq CXC are recently acquired Canadian market, provides new ways to leverage our core trading expertise in North America. NFX, our energy futures market continues to demonstrate a positive trajectory in the year-and-a-half since its launch. Open interest reached a peak of 1.6 million contracts in January of 2017 a new high. Volumes averaged 170,000 contracts per day in the fourth quarter, and we are averaging about above 200,000 per day so far in January 2017. We entered 2017 with a clear opportunity to add to the 140 clients who have already traded and we continue to identify additional products to bring to market. Overall, we are proud of our progress and accomplishments for 2016 across the businesses and how we are positioned to continue the momentum as we enter the New Year. Shifting to the execution priorities in 2017, there are three in particular that I've communicated internally and we'll share today. First, is to remain intently focused on completing the integrations of the 2016 acquisitions, so that we can provide the full benefits of these investments to our clients and shareholders. As of the end of the fourth quarter in 2016, we've achieved $38 million in realized run rate cost synergies and we continue to have high confidence we can deliver the full $60 million total by the end of 2017. Second, is to commercialize emerging technologies in meaningful ways for our clients and shareholders most notably in the areas of machine intelligence, Blockchain and the cloud. Leveraging our investments in the Nasdaq Financial Framework and the new trading and analytics platform, we will progress our commercial offerings in areas where we have the most compelling client opportunities. Third, is to improve our competitive positioning across all of our core businesses through continuous innovation and best-in-class client service. In my view, client centric innovation service coupled with a return orientation to our investments are the best means to secure our future growth. Of course we're going to have to navigate the macroeconomic and geopolitical backdrop in 2017. Looking very specifically at the most critical areas and matters that will impact us, our industry and our broader clients. Our initial areas of focus will be financial regulation, tax reform and broader trade and immigration issues given that we are a global business. In closing, at Nasdaq, we are always focused on our future and the new ways in which we can serve our clients better. While we support our clients in a variety of different ways, technology has always been and will continue to be at the forefront of what we do. As a global capital markets infrastructure and technology solutions provider, Nasdaq has one of the most unique sets of capabilities in the industry. We use these capabilities to enable entrepreneurs and innovators with new ideas to find the capital they need to grow and expand. We use the capabilities to enable investors and intermediaries to buy and sell financial assets with ease and efficiency. And we use the capabilities to help the entire industry mitigate risk. All of these result in more constructive interactions with the capital markets, which as we've seen over the decades creates jobs and drives economic growth. The management team and I are very focused on the importance of our role in the global economy and how we can best continue to leverage our unique strengths to advance our clients and visions. I want to reemphasize my excitement about leading this tremendous organization. I fully intend to bring the progress and success that Nasdaq has achieved, and I look forward to taking our company, our business and our brand into the future to reach new levels. I look forward to working with and collaborating with all of you, as well as our clients and key stakeholders as we embark on this exciting journey together. Now, I'll turn it over to Michael to review the financial details.
Michael Ptasznik - Nasdaq, Inc.:
Thank you, Adena, good morning everyone. My commentary will primarily focus on our non-GAAP results. Later in my prepared remarks, I'll discuss this quarter's differences between U.S. GAAP and non-GAAP results. Reconciliations of U.S. GAAP to non-GAAP results can be found in the attachments to our press release and in the presentation that's available on our website at ir.nasdaq.com. I will start by reviewing fourth quarter revenue performance relative to the prior-year quarter as shown on page 6 of the presentation and organic growth on pages 8 and 19. The 12% or $63 million increase in reported net revenue of $599 million consisted of $54 million in net revenues from our 2016 acquisitions of ISE, Marketwired, Boardvantage and Nasdaq CXC, as organic growth in the non-trading segments of $16 million, or 5%. This was partially offset by an organic decrease in Market Services net revenues of $3 million and a $4 million negative impact from changes in foreign exchange rates. I will now review highlights within each of our reported segments, and all comparisons will be to the prior-year period unless otherwise noted. I will start with Information Services, which as reflected on pages 9 and 19, saw $8 million or 6% in increased revenue, consisting of $5 million or 4% organic growth, as well as $3 million increase related to the ISE and Nasdaq CXC acquisitions. The operating income margin was 69% in the fourth quarter, down 1 point from the prior year quarter due primarily to the impact of acquisitions, though the full year 2016 figure of 71% was unchanged from 2015. Market Technology revenue, as shown on pages 10 and 19, increased $6 million or 8% with organic growth of $7 million or 10% partially offset by the impact of FX of $1 million. The growth was driven by increased revenues from software licensing and support contracts, as well as from surveillance products. Notably, new order intake was $136 million in the fourth quarter which is among the highest quarters ever, and the period-end backlog finished at $777 million, just 1% another record high from the fourth quarter of 2015. The operating income margin was 30% down from 32% in the prior year period, which had an unusually strong seasonal revenue spike. Turning to Corporate Services on pages 11 and 19, revenues increased $24 million or 17%, primarily due to the Marketwired and Boardvantage acquisitions, totaling $21 million, but also $4 million of organic growth, $2 million of which came from Corporate Solutions. The Corporate Services operating margin was 25% unchanged versus the prior year period. While our new segment alignment reflects how we're managing our businesses today and going forward, to be sensitive to the fact that we've communicated a 20% margin initiative for the former Technology Solutions segment, which included Corporate Solutions and Market Technology. We will continue to provide periodic updates on our annual progress towards that margin goal. Looking at full year numbers, the company has improved operating income margins from single digit percentage levels in 2012 to 17% in the full year 2016. We will continue to work to improve that margin by obtaining efficiencies that come from combining and streamlining our Corporate Solutions platforms, offering best-in-class service to retain and attract clients and innovating in our offerings to expand usage across our suite of products. Market Services net revenues on pages 12 and 19 saw a $25 million increase reflecting inclusion of $30 million of revenue from the acquisitions of ISE and Nasdaq CXC, partially offset by a $3 million organic decline primarily in cash equities and $2 million in negative impact from changes in FX. Market Services operating income increased slightly to 54% versus 53% in the prior year period. Turning to pages 13 and 19 to review expenses. Non-GAAP operating expenses increased $39 million. This increase included $29 million in expenses from our acquisitions, net of $8 million of realized expense reduction from synergies, a $14 million organic increase which was partially offset by a favorable $4 million impact from FX. The 2016 full year saw a 3% organic increase in expenses, excluding the expense impact of acquisitions and related synergies in line with the prior year. Now turning to slide 14, our 2017 non-GAAP operating expense guidance is at range of $1.26 billion to $1.31 billion, which reflects core organic expense growth, excluding synergies around 3%, the full year impact of the acquisitions that closed at various points during the first half of 2016, anticipated progress against our synergy opportunities and the impact of changes in FX rates. Included in this expense guidance is $40 million to $50 million of R&D spend. Now, as many of you are aware, the cost associated with operating NLX were included in our previous year's R&D spend. With the closure of NLX, we expect to save approximately $6 million in 2017 versus 2016, including the impact of both expenses and contra revenues, with almost all the savings occurring in the second half of the year. The $40 million to $50 million R&D range reflects in part the fact that we may choose to reinvest those savings into new R&D initiatives as we continue to pursue compelling opportunities to invest in our future. We will keep our investors informed as we progress throughout the year. Non-GAAP operating income increased 10% in the fourth quarter of 2016, and the non-GAAP operating margin totaled 46%, down approximately 100 basis points from the prior year period, as organic revenue growth from our non-trading segments was mostly offset by higher organic operating expense growth. Net interest expense was $36 million in the fourth quarter of 2016, an increase of $9 million versus the prior year period reflecting the additional interest expense from our 2016 acquisition financing. The non-GAAP effective tax rate for the fourth quarter of 2016 was 33.5% and for the full year 2016 was 33.7% in line with our 33% to 35% full year guidance. We expect the 2017 non-GAAP effective tax rate to be in the range of 30% to 32%. The decline from 2016 is a result of the adoption of a new accounting standard, ASU 2016-09, which requires companies to include incremental tax benefits or charges related to the vesting of equity grants through the tax provision. Without this accounting change and the expected incremental benefit in 2017, our annual effective tax rate would still be in the range of 33% to 35%. During 2017, each quarter's tax rate will differ, as the tax provision will be influenced by the number of awards that vest and the difference in the stock price from the grant price. For the first quarter of 2017, we expect the effective rate to be between 24% and 26%. The adoption of this accounting standard will also result in an increase to our average diluted share count of approximately 700,000 shares. Non-GAAP net income attributable to Nasdaq for the fourth quarter of 2016 was $161 million or $0.95 per diluted share, compared to $150 million or $0.89 per diluted share in the prior year period. There were several non-GAAP items in this quarter's results, and given the number and size, I'd like to spend a moment to provide some detail around these. First, we had a $584 million in non-cash write-downs, which included a $578 million asset impairment for the carrying value of the eSpeed trade name related to our rebranding of the U.S. electronic fixed income business, and $7 million of other write-downs. Second, we had $23 million in amortization expense for acquired intangible assets. Third, we had $20 million in merger and strategic initiatives, expense related primarily to the acquisition integrations. Fourth, we had $12 million in expenses due to an accelerated recognition of certain share-based compensation expense in connection with Bob's retirement as CEO. This does not affect the vesting timing of this previously granted equity. And fifth, we were issued a $6 million regulatory fine from the Swedish Financial Supervisory Authority, an amount of which we are appealing. Turning to capital, during the fourth quarter, our outstanding debt and our debt-to-EBITDA ratio were both reduced in the period due to fluctuations in FX rates and debt pay down. Our debt-to-EBITDA ratio ended the period at three times and we continue to expect to deleverage to the mid-2 times level by mid-2018. While we did not repurchase shares this quarter, through dividends and repurchases, Nasdaq returned nearly $300 million in capital to shareholders in 2016, constituting 48% of our non-GAAP income even while executing on several attractive acquisition opportunities. As of December 31, 2016, there is $429 million remaining on the board repurchase authorization. In 2017, we will continue to look for opportunities to deploy our capital through organic and inorganic investments, share repurchases, dividends, and debt repayment as we work to maximize returns on capital to shareholders. Thank you for your time. With that, I'll turn it back to Adena.
Adena T. Friedman - Nasdaq, Inc.:
Thank you, Michael. So, we are ready for questions.
Operator:
Thank you. Our first question comes from Rich Repetto with Sandler O'Neill. You may begin.
Richard Henry Repetto - Sandler O'Neill & Partners LP:
Yeah. Good morning, Adena. Good morning, Michael.
Adena T. Friedman - Nasdaq, Inc.:
Good morning.
Michael Ptasznik - Nasdaq, Inc.:
Good morning, Rich.
Richard Henry Repetto - Sandler O'Neill & Partners LP:
And congrats Adena on your first call here.
Adena T. Friedman - Nasdaq, Inc.:
Thank you.
Richard Henry Repetto - Sandler O'Neill & Partners LP:
First, on the Corporate Solutions and the sort of the realignment and thank you for being pretty straightforward, Michael. When you back into what you moved over, just the pure Corporate Solutions legacy, I guess ex market technology, it looked like 10% margins or so, was that correct? And then you said you're going to update on future margin improvements. If I look at the synergies, I guess with all the margin improvements as you get, as you were prior going from 18% to 20%, where's it going to be in the Corporate, the legacy Corporate Solutions rather than Market Technology?
Adena T. Friedman - Nasdaq, Inc.:
Sure. So the first question is what was the margin of Corporate Solutions for the year and you're very close, it was 11% for the year. And in terms of the margin improvement, I would say that the majority of the margin improvement we did expect to receive or we do expect to receive through the Corporate Solutions business as we continue to consolidate our platforms and kind of go down the roadmap that we established at our Investor Day back in April. We fully intend to continue to do that and we do see some significant efficiency benefits coming from that over the next year. But I also would say that as we continue to grow our Market Technologies businesses, particularly the surveillance business, there are opportunities to continue to scale in that business. But that's a, I would say that we have also – we're also making some investments in that business to make sure that we're positioning it for the next 5 years to 10 years of future growth. So there are some investments there in addition to the opportunity to scale whereas in Corporate Solutions there's a very clear path that we are undertaking to get to a higher margin.
Richard Henry Repetto - Sandler O'Neill & Partners LP:
Got it. Thank you. Very helpful. And the one follow-up would be on NFX, the $0.02 drag. Is that reported in net revenues or is it actually – is it net revenue positive or is it really a drag on expenses or is it a drag on net revenues or a drag on expenses?
Adena T. Friedman - Nasdaq, Inc.:
We do get net positive revenue from the NFX business, but we obviously have higher expenses than we have revenues. So therefore we would expect that – so the drag is really coming from the expenses as compared to the revenue intake so far.
Michael Ptasznik - Nasdaq, Inc.:
There is – we're still negative on the revenue side on NFX total. We are charging now but through the rebates, et cetera, we still are a negative standpoint.
Adena T. Friedman - Nasdaq, Inc.:
Okay, sorry. All right.
Richard Henry Repetto - Sandler O'Neill & Partners LP:
Understood. Okay. Thank you.
Operator:
Our next question is from Chris Harris with Wells Fargo. You may begin.
Chris M. Harris - Wells Fargo Securities LLC:
Thank you. Can you guys talk to us a little bit about the strategy in fixed income, what is your Nasdaq's value proposition? What are the plans to grow that business?
Adena T. Friedman - Nasdaq, Inc.:
Sure. Well, when we look at it specifically for the U.S. Treasuries business, I think that we see the opportunity for us to, first of all focus our efforts. So we had two initiatives that we had started to launch in 2016 that we've chosen not to continue to pursue, because we really want to focus on the core business and the core value proposition, that the Nasdaq fixed income business provides. And when we look at ways that we can provide our clients with better service or better capabilities, I think there are three things that we're focused on as we go into 2017. The first are some new critical order types that we expect to introduce in the first half of the year. The second is continued rollout of new assets into the platform and trying to get more volume into those assets, mainly off-the-run assets. And then the third is the potential for us to look at creating more of a direct connect between the dealers and their clients, but through some interfaces and networking that we can provide using our technology as opposed to having to have them have to build that outside in their own infrastructure. So there are ways that we are looking at continuing to build on the business that we have and we would expect that as we go through the year we'll start to see the benefits of that.
Chris M. Harris - Wells Fargo Securities LLC:
Helpful. Thank you.
Operator:
Our next question comes from Brian Bedell with Deutsche Bank. You may begin.
Brian Bedell - Deutsche Bank Securities, Inc.:
Hi. Thanks for taking my questions. Maybe, Adena, I'm sorry, if I missed this, your target margins for the Corporate Services business in 2017 and 2018?
Adena T. Friedman - Nasdaq, Inc.:
We have not provided target margins for the Corporate Services business. What we will continue to provide you though is the Technology Solutions margin as it was prior – previously reported because of the fact that we've given you a target margin for that combined segment. So we want to continue to provide that transparency to you, and therefore, we will continue to provide that as we march to that 20% goal. But we're not providing a separate and distinct Corporate Services margin goal at this point.
Brian Bedell - Deutsche Bank Securities, Inc.:
Okay. And as you said, before I guess, most of the cost saves are focused toward the margin improvement and focused really on the core basis and in the legacy Corporate Solutions product suite, is that correct?
Adena T. Friedman - Nasdaq, Inc.:
Right, and it's a combination of – it's margin improvement combined with – for a combination of both continuing to progress the business and the value proposition to the clients in addition to finding new efficiencies, yes.
Brian Bedell - Deutsche Bank Securities, Inc.:
I understand that the tax rate guidance, so 30% to 32%. So we assume that then steps up from that low pace in the first quarter back almost to a normalized rate in the third quarter through fourth quarters, or is there opportunity for further tax rate reduction?
Michael Ptasznik - Nasdaq, Inc.:
So it's really tied to the timing of the vesting of the equity where it's historically. So, we provided the guidance for the full year and for the first quarter. The second quarter we'll go back more of a normalized run rate. The third quarter we'll probably be down, again the tax rate will be down again. We'll provide greater guidance as we get closer to that rate and we get more assurity as to what the percentages might be, but you can use the average for the year in that range and that does take into account that there should be also a drop in the third quarter.
Brian Bedell - Deutsche Bank Securities, Inc.:
Right. Okay. Great, I'll get back in the queue. Thanks.
Michael Ptasznik - Nasdaq, Inc.:
Just to be clear, it won't be as big a drop as it was in the first quarter, it will be much smaller than the first one.
Brian Bedell - Deutsche Bank Securities, Inc.:
Right, great. Thank you.
Operator:
And our next question is from Warren Gardiner with Evercore. You may begin.
Warren Gardiner - Evercore Group LLC:
Great. Thanks. I think you guys referred to some pricing changes to some of your market data offerings in the last few months. You increased some, you lowered some others. So just wondering if you had any thoughts on how we should maybe thinking about the net impact from some of those all else equal?
Adena T. Friedman - Nasdaq, Inc.:
Sure. While we take a very strategic approach to looking at market data pricing across the suite of products that we have both in the U.S. and in Europe, and we take a very measured approach to looking at how we can generate value for our clients and therefore pursue some pricing changes in our products, we don't do a standard sweep of pricing increases on an annual basis, that's not our approach at all. But we do anticipate that the pricing changes that we have proposed and implemented in the market data business in particular will generate somewhere in the range of – I think around 2% growth, but it's not – it's not particularly significant, but it is something that we continue to pursue in connection with of course, growing the demand for our products, as well as introducing new products in the business.
Warren Gardiner - Evercore Group LLC:
Sure. Of course. Thanks. And then, on NFX, I think, you said, 200K contracts in January, just could you remind us where breakeven there is? I think you'd kind of said that level before but I could be off on that.
Adena T. Friedman - Nasdaq, Inc.:
I don't think we've ever provided you a breakeven level specifically on contracts traded. We have a combination of growth in the contracts traded as well as continued work with our clients to effectuate some pricing increases, as we go into 2017, and through the year, and we are working in collaboration with them, to establish what those pricing increases should be, in connection with those products, where we've had a critical mass of market share. So that's a dynamic conversation that we have with our clients, but we – they are very aware of and supportive of us making certain pricing moves to continue to get to a sustainable level within that business, but it's going to be a combination of those pricing changes and continued growth in the contracts traded, and we've not provided any specific goals for that publicly.
Warren Gardiner - Evercore Group LLC:
Great. Thank you.
Operator:
Our next question is from Alex Kramm with UBS. You may begin.
Alex Kramm - UBS Securities LLC:
Yeah. Hey. Good morning, everyone. Maybe just starting on the Corporate Solutions business, I guess nice to see the 2% organic growth. Can you just give us a little bit more color here, what's driving that and as we look into 2017, do you think that organic growth rate can accelerate and coming back to pricing, can you just remind us in the Corporate Solutions, are they annual inflators at the beginning of the year, do they have come throughout the year? Or, should we actually expect a tick-up already in the first quarter as we compare to the fourth quarter growth rate here?
Adena T. Friedman - Nasdaq, Inc.:
Great. Thanks, Alex. So the first thing I would say is that we are obviously encouraged by the fact that we have gotten to the point of stabilizing the revenue and now experiencing some organic growth in the business. We certainly are hopeful that we can continue that momentum into 2017, and we are doing that sort of combination of a lot of things, one is continuing to improve and increase the value proposition to the clients to making – to make it so that it's more interesting for the clients to take our products or maybe expand our usage of our products as well as making sure that we can retain the clients because this is a renewal type of business, so that's very important for us to make sure that we can renew our clients every year. And then on top of that, we are making sure that we invest in certain innovations that make these types of offerings more compelling to them. In terms of what drove the fourth quarter specifically, we were – we found the highest growth in the advisory business, which is a part of our IR intelligence suite where we provide very detailed information around ownership levels for publicly listed companies, as well as in our board portal space, that continues to be a great growth business for us, and so those were the two drivers of growth in the quarter. In terms of pricing changes, we do do modest pricing changes, not across the entire suite of solutions, every year we make a determination as to where we believe that it's appropriate to do pricing changes, but we have, but they are very modest within the contracts they are very, we have a cap, it's somewhere in the range of anywhere from 2% to 3% and we have done those as we've gone into 2017, and that just kind of flows into the business. We don't make mid-year pricing changes as a general matter.
Alex Kramm - UBS Securities LLC:
All right. Great color. Thank you. And then, just going to the Market Services side for a minute, you highlighted the options performance and the market share improvements so far this year. Can you just give us a little bit more color, what exactly you are doing, you have obviously six different markets, so now, so what exactly are you doing? And then secondly, given the I think 5 percentage point increase year-to-date, any early color on the pricing trends which we'll be thinking about in terms of rate per contract in the first quarter and going forward? Thank you.
Adena T. Friedman - Nasdaq, Inc.:
Sure. So, well we are – we're very aligned with our clients, and so we spend a lot of time working with them to determine how best to enable them to effectuate their strategies within the options markets that we have. We now have, of course have six options markets, and a lot of different choices in how they can participate in the options business. So it does give them more opportunity to work with us to find ways to effectuate their strategies. We have had some of our larger clients choose to increase their participation in our market. We are very pleased with that, and that of course brings with it follow-on volume from other clients who want to interact with that flow, and that's been driving the increase. In terms of the contracts, the pricing per contract, the – there are volume tiers and others things in the market, so we would anticipate that as to the extent that they are bringing in more flow and creating and hitting certain levels that we might see a slight decline in the contract – pricing per contract as it has to do with the (39:35) incremental market share, but nothing dramatic.
Alex Kramm - UBS Securities LLC:
Excellent. Thank you.
Operator:
Our next question is from Michael Carrier with Bank of America Merrill Lynch. You may begin.
Michael Roger Carrier - Bank of America Merrill Lynch:
All right. Thanks a lot. Adena, just given the new segmentation, I think it makes a lot of sense but I think the – when you guys look at like the growth outlook by segment, it seems like the segmentation on the Corporate Services that adds that lower growth rate is increasing in size. And so just wanted to get a sense on how do you look at the overall growth rate, just given that that used to be Listings and now it's Corporate, that's on the lower end. Does that have much of an impact or is it just you maybe being conservative right now and we'll see how it plays out over 2017 and 2018, particularly as Corporate Solutions, you guys revamped it, and seeing how that kind of takes hold in the market.
Adena T. Friedman - Nasdaq, Inc.:
Sure. Well this is just a movement of the segments, but overall for the non-trading businesses we continue to project out that we have outlook of mid-single-digits growth across all of our non-trading businesses. I think that in terms of looking at how we've broken it out now, you can see that we believe that the Market Technology business has more of a mid to high single-digits opportunities, whereas the Corporate Solutions and combined with Listings continues to have more of a low single-digits growth opportunity for now. And I think that that's our outlook at the moment and we will continue to refine that as we continue to progress the businesses.
Michael Roger Carrier - Bank of America Merrill Lynch:
Okay. Thanks. And then, Michael, just on the leverage and your outlook in terms of hitting the net, debt-to-EBITDA ratio, just wanted to get a sense, you guys list both the net and the gross. So just wanted to get a sense over the next 12 months to 18 months, which one are you looking at to get to the mid 2 times just so we understand how much flexibility you have for buybacks or other uses.
Michael Ptasznik - Nasdaq, Inc.:
Yeah. We look at that on a gross basis, and we're aiming for that for the mid 2018 as you know that's where we'll be heading towards that mid 2 times.
Adena T. Friedman - Nasdaq, Inc.:
Yeah. And in terms of buyback activity, as we've said, we've actually been saying this since the middle of last year. We will continue our buyback activity primarily associated with managing our share count, but we will also take opportunities when they present themselves to do buybacks as well.
Michael Roger Carrier - Bank of America Merrill Lynch:
Okay. Thanks a lot.
Operator:
Our next question comes from Alex Blostein with Goldman Sachs. You may begin.
Alexander Blostein - Goldman Sachs & Co.:
Hey, everybody. Good morning. Just a question around the Market Tech business, so the order intake was very strong in the fourth quarter. But kind of uneven I guess throughout the year. So I was wondering if you can give us an update on the typical kind of conversion timing and as we think about the revenue trends into the next year, should some of these wins be more, I guess backend loaded just given the timing of the order intake. Thanks.
Adena T. Friedman - Nasdaq, Inc.:
Sure. So order intake does tend to progress as you go through the year, and there will be certain years where we might have some large contracts signed earlier in the year. But for this particular year, we just found that a lot of our clients are kind of making these big decisions towards the end of the year. So we're very pleased with that. I think also the introduction of the Nasdaq Financial Framework did catalyze more conversations with clients, and that takes time for them to understand what we are presenting to them in terms of the next generation technology, and getting them to understand the value that it presents to them and their business, and that then also culminated in some sales later in the year. In terms of revenue conversion under the current accounting guidelines or the way that we account for that revenue today, it does, as you know we don't account for revenue until we've fully deployed the solution into the client. So that's why there was such a lag with Borsa Istanbul, in terms of when we signed the contract versus when we started seeing revenue earlier this year. And so, for these clients, these – I mean, across all of that order intake some of it will be – some of it will be recognized frankly within six months and some other of the revenue might not be recognized for another year or 18 months. But none of them are as big and complex as the Borsa Istanbul deal in terms of taking years to be able to show up in the revenue.
Alexander Blostein - Goldman Sachs & Co.:
Got it. Thank you.
Operator:
Our next question comes from Ken Worthington with JPMorgan. You may begin.
Kenneth B. Worthington - JPMorgan Securities LLC:
Hi, good morning. I guess first and a follow-up on, I think a question a few questions ago. Did you repurchase any shares in the fourth quarter, it didn't seem like it?
Michael Ptasznik - Nasdaq, Inc.:
No, we didn't repurchase any in the fourth quarter. We continue to analyze it and we will continue to repurchase shares as Adena mentioned. But we do it on a – we look at it overall and for the year we repurchased about $100 million in shares for the year and we'll continue to repurchase as we go forward.
Kenneth B. Worthington - JPMorgan Securities LLC:
Okay. And just to keep questioning this out, like there were some big dips in the stock during the quarter. I think Adena mentioned that there was – that you would pursue more of an opportunistic share repurchase. Any additional flavor you can give us as to maybe why those dips didn't represent good opportunities or did you just sort of hit the kind of the, what you expected to repurchase for the year earlier than expected?
Michael Ptasznik - Nasdaq, Inc.:
Yeah, I think that's basically, we had achieved a number that we had wanted to for 2016 and as we continue to evaluate the different opportunities in front of us we'll look at the timing. So there isn't a commitment to repurchase every single quarter. But we will take a look at that going forward.
Kenneth B. Worthington - JPMorgan Securities LLC:
Okay, that makes sense. Thank you very much. And then, just in terms of the options business, can you flush out the recent market share increases? I think it was Adena again who mentioned the focus on the complex order business. Maybe how are you winning share there? And then, I think, when the deal was announced, Nasdaq indicated it would reinvest a portion of the corporate savings into price reductions to win share. Maybe talk about pricing more broadly in options as well. Thanks.
Adena T. Friedman - Nasdaq, Inc.:
Well, I would say that the conversations we've had with clients in terms of having them drive their volume into the platforms has not been specific to complex order functionality, but rather the overall value proposition we have between kind of the pro rata market, the complex market, and the price-time market. So, it wasn't specific to any sort of complex order strategies that they were trying to deploy. In terms of the pricing and we did make some moves earlier last year, leading up to the close and then right after the close, we did make some pricing moves across some of the price-time markets and those who were already – they've already manifested themselves into the pricing. And as of right now, that's kind of what we're carrying forward with us.
Kenneth B. Worthington - JPMorgan Securities LLC:
Okay, okay. Great. Thank you very much.
Operator:
Our next question comes from Chris Allen with Buckingham Research. You may begin.
Chris Allen - The Buckingham Research Group, Inc.:
Morning, everybody. I just want to follow up a little bit on Alex's question on market technology. You gave us some color, a decent amount of the order intake was driven by existing clients. Just wondering, when you kind of think about the – kind of the penetration of existing clients in terms of what's left to go, i.e., is this just kind of a chunky quarter or is there a lot more opportunity with your existing client base to kind of see the upgrade you saw this quarter and then maybe any thoughts around new clients and the potential for growth there?
Adena T. Friedman - Nasdaq, Inc.:
Sure. Well, I would say that we continue to have a very healthy pipeline of opportunities across both our existing clients and new clients for our core market tech business. And just to remind everyone, the market technology business is really in three components. There is the core market technology business that we offer out to other marketplaces around the world; there's the smart surveillance business that's offered both to marketplaces and broker dealers and now also institutional investors around the world and then there's the GRC platform that's really primarily offered to corporate clients. So we do have a lot of different ways for us to penetrate our clients or grow our client base And I would say that where we're seeing a lot of opportunity, number one, is we have been working with new markets that want to launch in new asset classes that are frankly not necessarily financial asset classes. And so that's a really fun and exciting area, because we're able to leverage our core technology. And particularly the Nasdaq Financial Framework, because it's cloud-enabled, does allow us to essentially launch markets in the cloud now and that is kind of a very compelling offer to some new markets that are looking at new ways to generate liquidity in other asset classes, so that would include the two that I mentioned in my script. I think that then on the existing clients in the core market technology business, we have a healthy pipeline of clients who are looking to upgrade or really upgrade their existing platforms as well as broaden out what they do with us. So, where you can see with Borsa Istanbul, we had more than 10 components that they implemented with us, whereas some of our other clients were still working on one or two. So we do have the opportunity to expand across what we do with our existing clients and that manifested itself in some of the order intake that came in the end of the year. And then in the smart surveillance business, that continues to be a very high-growth business for us. We continue to penetrate the broker-dealer space with our surveillance offerings. We're now offering a key e-coms compliance combined with surveillance, total package using very advanced machine intelligence. And then we also have launched a buy-side platform, specifically for them in surveillance, and we already have some early clients working with us to implement that. So, we have a lot of growth opportunities across the businesses.
Chris Allen - The Buckingham Research Group, Inc.:
Great. That's it for me. Thank you.
Operator:
Our next question comes from Kyle Voigt with KBW. You may begin.
Kyle Voigt - Keefe, Bruyette & Woods, Inc.:
Hi. Good morning. Thanks for taking my question. Just another follow-up on capital. I know the focus right now is on deleveraging, but I'd still like to hear your thoughts on M&A at current valuations in the market, and how you weigh that versus capital return. And then, I guess, a second part to that question is if you could update us on the capital return front, whether we should think about a continued shift towards a dividend, away from share repurchases, just given that we usually get an update on the dividend next quarter. Thanks.
Adena T. Friedman - Nasdaq, Inc.:
Great. So, I share Bob's general view that we need to take a balanced approach to looking at how we deploy our capital across the franchise. We focus on R&D and we've given you view as to looking at essentially somewhere in the range of 2% of our revenue. We're trying to make sure we're investing in R&D. I think that we also look at the capital return in terms of our dividend, and we're very committed to that, and I'll touch on that a little bit more in a minute, share buybacks. But then also making sure that we do take advantage of opportunities that are in the market to expand our business meaningfully, and provide good returns for you. We are very disciplined in the way that we look at the return profile on deals. I think that the deals that we've done over the last two-and-a-half years, since I've been here, I think reflect the fact that we are very, very focused on making sure we generate great returns to you as shareholders, but also really meaningful improvements in what we can offer our clients, and we will continue to do that as part of our strategy. In terms of dividends versus buybacks, again I think we do take a balanced approach to that, and we will continue to do that. We will provide any sort of updated guidance on our dividend in the next quarter, and that's all I'll say about that right now.
Kyle Voigt - Keefe, Bruyette & Woods, Inc.:
Okay. And then if I could just have one follow-up. At least (51:23) on the Listings business. I think back in 2015 you introduced that all-inclusive fee structure. And if I remember correctly, your clients had the opportunity to opt into that fee plan in 2015. I'm just curious when all the clients will be migrated to that, or if it already happened. And if there's another corresponding bump in revenues we should be thinking about in either 2017 or 2018.
Adena T. Friedman - Nasdaq, Inc.:
Sure. Well, they will all be migrated onto that pricing next year in 2018. And so this year, it continues to be a voluntary program, and we have had the majority of our clients move into that all-inclusive fee, because it is very compelling for them, particularly if they do – they have any sort of share incidences (52:04) across, in their business. So, but we will be migrating all of our clients onto that new fee structure next year.
Kyle Voigt - Keefe, Bruyette & Woods, Inc.:
Okay. Thank you.
Operator:
Thank you. Our next question is from Rob Rutschow with CLSA. You may begin.
Rob Rutschow - CLSA Americas LLC:
Hi, good morning. I just had a big picture question. You know, as the new management team, I expect you've taken a fresh look at all of your businesses. So I'm hoping you can give some perspective on what if any revenue synergies you see from having cash equities, options and derivatives trading under the same roof. Or in other words, listings, trading and market data and corporate solutions all seem to fit together, but the revenue synergies between cash equities, trading and options, and derivatives aren't quite as clear. So, can you make that case?
Adena T. Friedman - Nasdaq, Inc.:
I think that, well, we do have some restrictions in our ability to generate kind of pricing synergies across exchanges in the United States. The SEC, we have proposed the opportunity for us to provide pricing across our exchanges and try to leverage the fact that we do have great businesses in equities and options in the United States as well as in Europe. But, the – there are some regulatory restrictions to our ability to do any sort of cross pricing. In terms of though – in terms of the way that we work with our clients, in terms of connecting into our data center and leveraging all of the capabilities we have, I think that we do find that we have much deeper relationships with our customers because we can offer them an opportunity to trade across asset classes, the complex order functionality in ISC or in our options business now does allow them to create strategies across equities and options. And we actually are continuing to look at, particularly in the data products area, ways that we can look at the options data and make – and using machine intelligence find opportunities potentially in equities. So, there are things we can do, but we do have some regulatory restrictions because each of these exchanges are separate and distinct exchanges.
Rob Rutschow - CLSA Americas LLC:
Okay. Thanks for taking my question.
Operator:
Thank you. Our next question is a follow-up from Brian Bedell with Deutsche Bank. You may begin.
Brian Bedell - Deutsche Bank Securities, Inc.:
Hi. Thanks for taking my follow-up. Maybe just one more on NFX for, I guess within your expense guidance and you did give some commentary on the expense versus the net revenue drag with – I guess within your guidance, are you still expecting that to be a $0.02 drag per quarter for the year or do you expect that to improve to a breakeven by year-end?
Michael Ptasznik - Nasdaq, Inc.:
So, there does continue to have about a $0.02 order in the short-term, although depending on the timing, as we see volume increases and the pricing changes start to come in, obviously that will start to, we hope breakeven and then reach profitability. So, I would say built into the guidance does assume that we will continue to have that expense – the expenses behind it. The revenue impact of that is not included obviously in that expense guidance, that shows up in the revenue line. So there continues to be the expense behind it, but the revenue piece of that we hope to improve as we go throughout the year.
Brian Bedell - Deutsche Bank Securities, Inc.:
Got it. Okay. And then, maybe just one last one on I think Adena you were talking about some of the longer term, some of your longer term visionary goals and one of the big ones is obviously to commercial technology and I appreciate that's a very long-term endeavor, but can you talk about – you mentioned machine learning, blockchain and the cloud, and you did touch on your comments in response to some other questions, on a couple of those, but maybe if you could talk about how you see that evolving in the different segments in 2017 and 2018, and to what extent can we see that start to filter into revenue?
Adena T. Friedman - Nasdaq, Inc.:
Sure. Well, I think that the primary area of initial opportunity as we continue to deploy the blockchain and certainly the cloud, as well as, machine intelligence, I would say all are primarily focused in the Market Technology business because of the fact that the Nasdaq Financial Framework is cloud enabled and provides full blockchain capabilities from pre-trade risk management all the way to settlement. So we do have some near-term opportunities to leverage those technologies with clients who are paying to deploy those technologies within their markets. And so, we definitely see that as a good area of growth for us. I would say primarily in 2018, but certainly with order intake in 2017. And then, of course, with the SMARTS business we are fully integrating natural language processing machine intelligence capabilities from a partner into our solutions. And so that is a near-term, immediate term, and we already have on two clients signed up to do proof of concept with us and we do anticipate to have signed clients this year for that. And then on the Trading and Insights business, our platform, which is in our Information Services business, we are specifically working with several machine intelligence companies to leverage their capabilities to look at our data and find potential alpha signals within our data, as well as actually bringing in other third-party data into the platform. And it's a really fun and exciting area for us. That will take a while for that to manifest itself. We already having paying clients using some of those machine intelligence-driven products, but that's very early days, and we do anticipate continuing to rollout products over the next several years to grow that into a critical mass, but that is a long-term opportunity for us with some near-term revenue but against the entire revenue stream of GIS business, it will continue to be small in the short run. And then lastly in the Corporate Solutions business, we will be starting to work with the machine intelligence in the IR intelligence suite, and that's, we haven't yet done that though, so that's kind of right in the beginning of where we are looking at ways to innovate on the IR intelligence side of the business.
Brian Bedell - Deutsche Bank Securities, Inc.:
Okay, that's really helpful. And then is this mostly obviously all of those initiatives are organic, but as you see, your vision in commercializing technology looking forward, do you view it as much more of an organic strategy or do you think a number of acquisitions may be required or be opportunistic to leverage that further?
Adena T. Friedman - Nasdaq, Inc.:
I would say that we are primarily focused on organic opportunities. We may have the – we have made a couple of strategic and small investments into some interesting and growing technology companies most notably in the blockchain and machine intelligence area, and we may continue to do that. But at this point, we are focused on this being organic. We have been growing our team of data scientists. We have been growing our capabilities and our expertise in the blockchain. We have I think a spectacular technology team that really is working hard to make sure that we can create as many organic opportunities as possible across these technologies. So, we're very excited about it.
Brian Bedell - Deutsche Bank Securities, Inc.:
Yes. Great. That's great color. Thanks very much.
Operator:
Our next question comes from Vincent Hung with Autonomous. You may begin.
Vincent Hung - Autonomous Research US LP:
Hi. Good morning. Just two quick ones. First one, maybe I missed this. What was the reason for the quarter-on-quarter drop in the data products revenue this quarter? And then secondly, if you could just comment on the mandate fee proposal for the price changes you are planning to make for the SIP and connectivities since last year? Thanks.
Michael Ptasznik - Nasdaq, Inc.:
So, the quarter-on-quarter drop in the data revenue was primarily due to two reasons. One, we were slightly lower in our audit revenue in the quarter, down, we were $3 million this quarter down from $4 million last quarter. And the second reason is due to FX, so there was sort of a slight impact of FX, so that was what caused the difference.
Adena T. Friedman - Nasdaq, Inc.:
And with regard to the, we call it Trade Management Solutions now instead of Access Services, but the connectivity fee filing that you're mentioning, we have amended that filing and we do continue to work with the SEC to get it to be approved. I think that it will – that the filing itself in terms of the proposal itself does not have a very significant impact on our revenue, it was a modest filing to begin with and it will continue to be a modest filing in its refined form.
Vincent Hung - Autonomous Research US LP:
Thanks.
Operator:
Thank you. Our next question is from Alex Kramm with UBS. You may begin.
Alex Kramm - UBS Securities LLC:
Yeah. Hey. Thanks again for letting me come back on here. Just a couple more, just coming back to NFX, I guess, first of all good to see that you cut the cord on NLX, but I would say, some investors probably thought you should have done it a long time ago, and that's really the question with NFX. Like, how do you think about the timing of that business in terms of when you need to make a decision if you want to be in that business or not. I heard you saying about profitability later this year, but clearly it's taken up a decent amount of resources. So just talk about like how you think about the timing of that business and any decision making. And, just maybe, lastly related to that, the reason why I'm asking is some people argue that the reason why the multiple is lower than some of the peers is some of that initiative spending and some of the inconsistencies around capital return. So do you want to comment on that, as part of the question? That would be great too.
Adena T. Friedman - Nasdaq, Inc.:
Okay. Well, I would spend a couple of minutes comparing NFX to NLX. I think that NLX, we do want to make sure that when we make investments in these types of things that we are finding every opportunity to succeed, and we are working very closely with the clients to understand whether they see a path to success as well. And with NLX, I think that as we went through last year and we continued to struggle in terms of building up open interest in the platform and we continue to have significant delays from LCH in their ability to support cross margining across the short-end, which only came towards the beginning of last year, and then, the long-end still hasn't arrived, and now they're delaying it even further. It really essentially created or eliminated the momentum in that business and we started to get the sense that they just – our clients did not see a path to success for the business. And then, I would say that now we can compare that to NFX. In NLX, we topped out at maybe 100,000 contracts of open interest in the platform and that was before last year. So last year we did not top 50,000 contracts in open interest. In NFX, we have almost 1.5 million contracts of open interest. We have daily volumes of, as I mentioned north of 200,000 contracts a day, we continue to onboard new clients. Our Market Advisory Committee is incredibly engaged and committed to the platform, they continue to push us to add new products onto the platform, they are continuing to bring other clients into the platform; it's been an amazing experience in terms of the motivation that our customers have in NFX to drive to a sustainable competitor in the business. They want to see competition in this business, they appreciate the fact that OCC has come in as a clearing house to support the business and they are very, very committed to us. So, it's just a totally different experience with our customers as we've looked at the juxtaposition of these two businesses. And, it was time – I think with NLX to say this does just – we don't see a path to long-term success here, whereas NFX we see, we do see a path to long-term success, assuming we can continue the momentum in the business and that continued commitments from the customers, which is really pretty spectacular right now. I think that in terms of looking at a path to profitability for NFX, just to refine Michael's comments, we do see a path to profitability. Do we expect that to happen this year? It may not, just, it all depends on how much growth we can get in contracts traded and how much of the pricing that we can implement as we go through the year. So, I just want to say that we continue to see a path, it may not be this year, it may be that we end up hitting that next year but that's certainly our expectation and our goal.
Alex Kramm - UBS Securities LLC:
And, sorry, just to come back, but in terms of my comment on the multiple do you agree or do you think it's the wrong way to look at it, that some of that inconsistency on cap returns and that some of that spending is weighing on potentially the stock and valuation or is that something that you thought about?
Adena T. Friedman - Nasdaq, Inc.:
Well in a business where we generate over $2 billion in revenue, the idea that we would commit $40 million to $50 million in R&D activities to me seems actually very, you could argue prudent, or you could even say that we can – we need to find even more opportunities for us to invest in our future. So I feel very confident and comfortable that we're making the right level of investment in R&D, I think that the key is for us to make sure that we are focusing our R&D efforts on things that we believe can generate the right long-term return on invested capital and we look at every R&D initiative going forward. We will look at it on – on a long-term ROIC. Now, organic activities and organic growth as compared to M&A. M&A tends, you tend to have a shorter time horizon for looking at the return of invested capital, because you're investing more capital upfront and you're buying an existing business and then you are integrating it quicker, whereas organic growth opportunities some might manifest themselves with an ROIC over three years, some over five years, and some over longer, but we need to make sure we know that going in and we look at that and calibrate what's the return we expect versus the investment and therefore how long are we going to give it to have runway to grow. And that's a very, very important focus for me and it is something that I'm extremely committed to working on with Michael to make sure that we are balancing that out appropriately as we look at new opportunities in the business. So I feel that and then on the capital return side, we've been extremely committed to returning capital to shareholders through a growing dividend that we've had, I think we've gotten to, I think a nice return profile for the clients -for our shareholders, sorry, on the dividend. I also think that we've been very opportunistic and strong in our share repurchase program. So I feel like we are returning a lot of capital to shareholders while we're also investing in our growth and that is the right way for us to run this business. And I think that that's we will continue to do going forward.
Alex Kramm - UBS Securities LLC:
That's very helpful. Thank you very much.
Operator:
Thank you. This concludes the Q&A session. I would like to turn the call back over to Adena Friedman for closing remarks.
Adena T. Friedman - Nasdaq, Inc.:
Thank you. Well, thanks everyone for your time today. I would like to reiterate that Nasdaq is operating on a very solid foundation across our business, in terms of our team, our technology and the offerings to our clients. We have opportunities across our businesses to leverage that foundation to continue to grow and expand our relationships across our broker-dealer, investor, corporate and exchange clients, and we are excited about our ambitions for 2017. So with that, thank you very much, and this concludes the call.
Operator:
Ladies and gentlemen, this concludes today's conference. Thanks for your participation, and have a wonderful day.
Executives:
Edward P. Ditmire - Nasdaq, Inc. Robert Greifeld - Nasdaq, Inc. Michael Ptasznik - Nasdaq, Inc. Adena T. Friedman - Nasdaq, Inc.
Analysts:
Richard H. Repetto - Sandler O'Neill & Partners LP Chris M. Harris - Wells Fargo Securities LLC Daniel Thomas Fannon - Jefferies LLC Kenneth Hill - Barclays Capital, Inc. Brian Bedell - Deutsche Bank Securities, Inc. Chris Allen - The Buckingham Research Group, Inc. Patrick J. O'Shaughnessy - Raymond James & Associates, Inc. Rob Rutschow - CLSA Americas LLC Michael Roger Carrier - Bank of America Merrill Lynch Alex Kramm - UBS Securities LLC Kyle Voigt - Keefe, Bruyette & Woods, Inc. Vincent Hung - Autonomous Research US LP Ashley Neil Serrao - Credit Suisse Securities (USA) LLC (Broker)
Operator:
Good day, ladies and gentlemen, and welcome to the Nasdaq Third Quarter 2016 Results Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions will follow at that time. As a reminder, this conference is being recorded. I will now turn the call over to your host, Ed Ditmire. Please go ahead.
Edward P. Ditmire - Nasdaq, Inc.:
Good morning, everyone, and thank you for joining us today to discuss Nasdaq's third quarter 2016 earnings results. On the line are Bob Greifeld, our CEO; Michael Ptasznik, our CFO; our Chief Operating Officer and President, Adena Friedman; Vice Chairman, Hans-Ole Jochumsen; Ed Knight, our General Counsel; and our other members of the management team. After prepared remarks, we'll open up to Q&A. The press release and presentation are on our website. We intend to use the website as a means of disclosing material, non-public information, and complying with disclosure obligations under SEC Regulation FD. I'd like to remind you that certain statements in this presentation and during Q&A may relate to future events and expectations, and as such, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. Information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press release and periodic reports filed with the SEC. I now will turn the call over to Bob.
Robert Greifeld - Nasdaq, Inc.:
Thank you, Ed. Good morning, everyone, and thank you for joining us today to review another quarter in which Nasdaq set several financial highs, as well as discuss progress on our key initiatives and our investments. What is interesting and satisfying to me about this quarter is the balanced model we have created and a strategy which focuses first and foremost on serving our clients' needs, and this continues to deliver. As we have proven quarter after quarter, when we serve our clients well, we are privileged to be able to both invest in our future and serve our shareholders well. A principal way we achieve this is our focus on technology leadership in which we can lever our expertise, our relative advantages in a manner that benefits clients and creates real opportunities for growth across our businesses. I will focus my remarks today on these central points and how they manifest in our results and drive our efforts as a financial technology company. During the quarter, Nasdaq delivered net revenues of $585 million, non-GAAP operating income of $268 million and non-GAAP net income of $154 million, which set all-time highs, while non-GAAP EPS of $0.91 tied our record high. When you look at the quarter, to me, what is most interesting about our performance is our continued consistent march in generating organic growth across our non-transaction business segments. Despite lower volumes in the transactional environment, the diversity, resiliency and the complementary nature of our model continues to drive us forward. Just to highlight for everyone on this call, again, regarding the significance that our model plays in our results, post the ISE acquisition, over 75% of our net revenues during the third quarter of 2016 came from subscription and recurring revenues, a record $441 million; quite a remarkable testament to the evolution of this franchise. During the quarter, we saw a 5% organic net revenue growth across the non-trading segments, which provide the vast majority of the subscription and recurring revenues, with the biggest contribution to our growth coming from the Technology Solutions segment with 10% organic growth, truly outstanding. In addition to strong organic growth progress, we also continued to successfully integrate the four acquisitions made in 2016, which are right down the center of our bowling alley. We've already begun to deliver significant accretion to our shareholders from these acquisitions. I will come back to that in more detail later in my remarks. As I mentioned, we are maniacally focused on the client, their problems and pain points, and what we can do to solve them and unlock new opportunities. So, now, I want to turn and highlight on how this focus is responsible for generating opportunities in our non-transaction businesses and driving the growth we saw during the quarter. As I pointed out early on, one of the great advantages Nasdaq has is in technology leadership which provides us with a variety of options for responding to our clients' complex challenges and offering new and better solutions. Clearly, one of the best examples of this in action is in our Market Technology business, where over the past several years, we have shifted our strategy from a product-centric approach to a more holistic solutions approach. The investments we have made to strengthen SMARTS surveillance, post-trade and risk and compliance offerings have resulted in strong growth and we continue to see strong uptick across these businesses during the third quarter as our clients continue to turn to us for these mission-critical solutions. On the surveillance side, we clearly are the beneficiary of industry trends towards more transparency and regulation, especially in Europe where the Market Abuse Regulation, MAR, came into play at the beginning of July of this year. Importantly, we see also other regions are continuing to bolster the regulatory requirements with regard to surveillance and compliance and also that the requirements on market participants are extending beyond the sell side to impact the buy side directly, something we've worked very hard to position the franchise for with our buy side SMARTS offering. Certainly fundamental to our approach in the Market Technology business has been the introduction of the Nasdaq Financial Framework. We announced this in May of this year. This financial framework is truly a game changer. It provides a unifying framework for all our products and importantly allows us to deploy innovative capabilities such as the blockchain. This is a leading example of how we are in lockstep in an integrated manner with the balance of our products as we integrate this Nasdaq Financial Framework. Staying within our Technology Solutions segment for a moment, I want to highlight the progress we've made in our Corporate Solutions business during the quarter. When we look at Corporate Solutions, we have been on a mission to add greater levels of value for our clients through product enhancements, new technology and scale. Key to our efforts are the integration efforts of the Marketwired and Boardvantage businesses and our ongoing focus to provide our clients with more robust solutions like IR Insight. We have migrated 80% of our legacy platforms client base with over 3,800 users on the new platform to date. While we still have more work left to do, we do believe we have turned an important corner in making this business both more effective and now efficient. This is very encouraging and certainly indicative of the dedication by this very talented team to our clients and speaks well of our ability to deliver in the quarters to come. Now, clearly, one of the businesses that benefits from our success in Corporate Solutions is our Listing Services business. Growth in Listing Services during the quarter continued to be impressive. In fact, I would say that our listing franchise has never been stronger. This is evident in both our U.S. and Nordic franchises. In the U.S., I'm very pleased to report our competitive position continues to increase. Year-to-date, we've achieved an outstanding 74% win rate in IPOs, welcoming Nutanix, the Trade Desk and Talend in the third quarter. Additionally, in October this year, the largest energy IPO of the year listed with NASDAQ, Extraction Oil & Gas. In switches, we've welcomed 16 companies thus far in 2016, with a combined market capitalization of $42 billion from our competitor, bringing our total switch market cap to $850 billion – $1 trillion is not far away – since regulatory changes opened this channel up in 2002. In ETP listings, we've grown our issue account 48% year-over-year. The Nordics, in many ways, is even more impressive. We're very proud of the entrepreneurial companies which continue to choose NASDAQ as their listing home. There are 57 new company listings to date through September 30, the most of any European financial center. For the first time in my memory, the Nordics have outraised or outlisted London, certainly a record performance. And this does follow a great year last year, where we had 91 listings. The Nordic market also continues to gain attention from companies domiciled outside the Nordics. When you look at this together, it's evident that the platform we have built that addresses not only capital-raising needs but also provides companies with mission-critical solutions and intelligence solutions that supports our companies through their entire life as a public company is resonating in the marketplace. While the non-transactional businesses continued a very consistent, healthy expansion, it should never be forgotten that our suite of leading trading marketplaces are absolutely fundamental to our strategy. To that effect, looking into our most foundational trading business, U.S. Equities, we had a bit of a mixed trend in terms of share and capture in the third quarter. I am pleased to report that average capture, in particular in U.S. Equities, showed sequential improvement in the third quarter, but market share was marginally lower. The biggest driver of changes was industry mix, in particular, more off-exchange trading. In particular in Tape C or Nasdaq-listed securities, where we are obviously heavily overweight. In this relatively low volatility, low volume environment, we tend to see lower market share, but this is somewhat mitigated by a tendency to see an increase in capture. In addition, we tend to see increased revenue from our off-exchange trade reporting facility, the TRF. Our TRF serves over 90% of this market, which is currently around 35% to 40%. So, those are mitigants to the decrease in the volatility and the volume in the market. Now, when you look at our performance, we continue to enjoy very strong lead in Nasdaq-listed Tape C securities where in the third quarter for example, we matched 28% of overall volumes, and we represented 64% of volumes, including our TRF off-exchange trade reporting services, which leaves only a combined 36% share for every other SEC-regulated exchange for Tape C. We continue to see good opportunity to improve our share in the coming periods, especially given that our competitive position relative to the other exchanges remain strong, and we have important innovations in the pipeline such as our extended life order, or ELO. As I mentioned earlier, we have completed four acquisitions this year, and what's most impressive is that our teams have done an outstanding job in incorporating the talent, resources and technologies these companies bring to Nasdaq. Strategically, these acquisitions play to our core strengths or down the center of our bowling alley, as I like to say. They maximize our chance for success. This is the first full quarter with all four of the acquisitions under the Nasdaq umbrella, and they are already delivering meaningful accretion to our shareholders. Let me share with you some of the highlights on our progress. We closed the transaction of the International Securities Exchange, ISE, in June. This was significantly ahead of schedule, and since that time, we have been executing on our objective to have ISE lever the best technologies and features from both Nasdaq and ISE to serve our clients. Our continued focus on our clients throughout this process is important to us, and I'm pleased that we've continued to earn from these customers market share at industry-leading levels within 1 point or 2 points of the roughly 40% share that Nasdaq and ISE separately totaled in the periods prior to the combination. In addition, we've been able to realize $15 million in run rate synergies for both ISE and Nasdaq CXC at the end of the third quarter, and these acquisitions are accreting to our shareholders ahead of schedule. In our Corporate Solutions business, we closed Marketwired and Boardvantage in the first and second quarters respectively. We continue to make strong progress integrating these businesses into our offering. These acquisitions are very appealing in that they both significantly expand our base of corporate customers, bringing our total corporate customer base to approximately 18,000 clients, and as we integrate them, will enable us to accelerate the depth and the breadth and speed at which we innovate and bring exciting new products to PR distribution, governance and board portal space. Overall, I'm very pleased with the progress made so far this year. There is still work to be done, but as I said, we have turned the corner in terms of how we operate the business and we are very well-positioned to deliver meaningful organic growth in the future. As you can see by the examples I have highlighted, our model, driven by a diverse mix of businesses, provides us with the flexibility and opportunity to both explore and execute on a variety of initiatives. To give you an example, year-to-date, we have seen organic growth, coupled with strong operational focus on expenses, synergy realization and sound capital deployment and returns, generated 8% non-GAAP EPS growth in the first nine months of 2016, in addition to a significant growth in our dividends. This EPS and dividend growth in turn formed the foundation for an impressive 29% total shareholder return in the 12-month period ending September 30. Now, certainly, when it comes to how we look at investing in our future, organic growth is our first priority and our preference. We have a robust process for vetting growth concepts internally at Nasdaq through our R&D program and have a strong track record to date with our organic initiatives, some of which I will highlight now. Clearly, one of the more outstanding initiatives we have undertaken and something we are very proud of is our launch of NFX in 2015. The increasing traction NFX has seen in the energy market over the past year represents a positive vote by market participants and our clients in a more efficient, cost-effective and responsible alternative was and is needed. To highlight our progress, we set the following records in September. Monthly average daily volume was 151,000 contracts. We set new Brent and WTI volume marks each over 70,000. Open interest reached a new high before the September roll of 1.2 million contracts; truly impressive. So, perhaps more importantly, as we look forward, our client onboarding backlog, including merchants and utility end users, is at a record level. Good days to come. So, while we don't consider that NFX has achieved success yet and certainly isn't guaranteed to do so, we can see clearly how continued growth in the coming periods could establish it firmly as a very important and valuable asset. Another significant investment we have made, which has fulfilled a previously untapped need in the marketplace, is our effort to transform the private market. Overall, we are pleased with our progress with a 175% year-over-year increase in the number of liquidity events facilitated. This is a great example of how we are exploring ways to apply disruptive technology like the blockchain and market expertise to support our clients. Our future depends on how well we see around the corners and apply technology in innovative ways to the benefit of our clients. To this end, we still currently have a number of use cases in our pipeline across all our businesses, and we're excited about the opportunities that leveraging these technologies represent for our clients and our businesses. For example, in September, a new data product suite called Nasdaq Trading Insights designed to help traders better understand how they perform in the market, how the market behaves and how they can adjust their strategies to be more successful. It combines proprietary data with advanced analytics and machine learning to provide insights and is the first commercial solution to come out of our Information Services innovation lab which brings together inside and outside technologies, data scientists, software engineers, and business experts. It is a great example of the kinds of solutions that we're developing today that will harness disruptive technologies and the kind of innovation that you will certainly see more of from Nasdaq in the months to come. In closing, I have talked a lot today about the progress we are making to serve our clients through strategic acquisitions, organic growth initiatives, and through the effective use of capital. But in reality, we view our job as much, much simpler than that. Our job is to listen to our clients and respond to them and to market stimuli. And this quarter is really a testament to our ability to do that effectively on a multitude of levels across this franchise. I have no doubt that the strength of our model, coupled with our ability to apply technology to benefit our clients will certainly drive this franchise forward for the remainder of this year and into the future. Now, I will turn the call over to Michael to review the financial details.
Michael Ptasznik - Nasdaq, Inc.:
Thank you, Bob, and good morning, everyone, and thanks for joining us today. My commentary this morning will focus on our non-GAAP results. Reconciliations of U.S. GAAP to non-GAAP results can be found in the attachments to our press release and in the presentation that's available on our website at ir.nasdaq.com. I'll start by reviewing third quarter revenue performance relative to the prior-year quarter as shown on page 5 of the presentation and organic growth from page 6. The 11%, or $56 million increase in reported net revenue of $585 million consisted of $58 million in net revenues from our 2016 acquisitions of ISE, Marketwired, Boardvantage and Nasdaq CXC, and organic growth in the non-trading segments of $17 million, or 5%. This was partially offset by an organic decrease in Market Services net revenues of $20 million or negative 10%, resulting principally from the exceptionally strong multi-year highs in industry volume in the prior-year period. I'm now going to go over some highlights within each of our reporting segments. All comparisons will be for the prior-year period unless otherwise noted. Information Services on page 7 saw $2 million in organic revenue growth and a $3 million increase related to the ISE and Nasdaq CXC acquisitions. Data Product revenues increased 6% including organic growth in proprietary data product revenue, the inclusion of revenue associated with the ISE and Nasdaq CXC acquisitions, as well as higher audit collections. Index Licensing and Services revenue saw a $1 million decline, primarily due to a decrease in the value of underlying assets associated with non-ETP Nasdaq-licensed products and lower fees on derivative products that license Nasdaq indices due to lower volumes. The operating income margin declined modestly in the third quarter to 71% from 73% in the prior year due principally to certain temporary expenses, including those associated with new product initiatives. Technology Solutions revenue, as shown on page 8, increased $36 million, reflecting a $22 million contribution from the acquisitions of Boardvantage and Marketwired, and a $13 million or 10% organic increase. The operating income margin was 18%, up from 15% in the prior-year period. Corporate Solutions revenues increased due to the impact of the two acquisitions. Organic revenues were unchanged, which is an improvement from modest declines in recent quarters. Market Technology revenue increased $14 million, or 24%, primarily due to increased revenues from software licensing and support contracts as well as surveillance products. New order intake was $49 million in the third quarter and the period end backlog finished at $738 million, unchanged from the prior year. Listing Services, on page 9, saw a $2 million, or 3%, organic increase in revenues, driven primarily by an increase in Nordic listing revenue due to new company listings. Market Services net revenues on page 10 saw a $33 million increase from the acquisitions of ISE and Nasdaq CXC, partially offset by a $20 million organic decline, due mostly to the tough industry volume comparable in the prior-year period, netting to a $13 million increase. Market Services operating income margin totaled 54% versus 55% in the prior-year period. Equity Derivatives Trading and Clearing net revenues increased 31%, primarily due to the ISE acquisition and higher U.S. market share at legacy Nasdaq markets, partially offset by lower industry trading volumes. Cash Equity Trading net revenues decreased 12%, primarily due to lower matched market share, industry volumes in U.S. average capture, partially offset by the inclusion of revenues from Nasdaq CXC. Fixed Income and Commodities Trading and Clearing net revenues decreased 22% from the prior year, due primarily to declines in U.S. Fixed Income and Commodities revenues, as well as the impact of trading incentives on NFX revenues. And you'll note that we've renamed Access and Broker Services to Trade Management Services to better reflect the broader nature and scope of services these revenues represent. And revenues here increased 17% due to inclusion of revenue from ISE as well as increased demand for connectivity solutions. Turning to page 11 to review expenses. Non-GAAP operating expenses increased $41 million. This increase included $29 million in expenses from our acquisitions and $13 million, or 5%, in organic growth, excluding $4 million to $5 million in the quarter of acquisition synergy benefits. Bearing in mind that Q-over-Q expense comparisons often have significant volatility due to things like changes in the performance-based compensation accruals or non-recurring items that don't meet the qualifications for a non-GAAP exclusion, I'd note, through the first nine months of 2016, organic expense growth has been approximately 3%, in line with the same organic expense growth rate we saw in the full-year 2015 period. Turning to slide 12, our revised 2016 non-GAAP operating expense guidance has been narrowed to $1.22 billion to $1.24 billion, or a 4Q range of $323 million to $343 million. This is above the 3Q 2016 level. But please keep in mind that there are typically seasonal differences in the 3Q and 4Q expense run rates. For example, the third quarter typically features lower marketing, professional services, and travel expenses and some seasonal benefits in compensation. Non-GAAP operating income increased 6% in the third quarter of 2016 and decreased 6% on an organic basis. Net interest expense was $36 million in the third quarter of 2016, an increase of $9 million versus the prior-year period, reflecting the additional interest expense from our recent bond offerings. The non-GAAP effective tax rate for 3Q 2016 was 34.2% and within our unchanged 33% to 35% full-year guidance. Non-GAAP net income attributable to Nasdaq for 3Q 2016 was $154 million or $0.91 per diluted share compared to $151 million or $0.88 per diluted share in the third quarter of 2015. Now, moving on to cash flow and capital, please turn to slide 16. We repurchased $55 million in stock during the third quarter if 2016, bringing our total buybacks to $100 million in the first nine months of 2016. As of September 30, 2016, there is $429 million remaining on the board repurchase authorization. Through dividends and repurchases, Nasdaq returned nearly $250 million in capital to shareholders year-to-date in 2016. And finally, while we don't have Ron on the call with us today, I'm sure he is listening and I just want to thank him for the great team that I've inherited, and for the immense support that he's provided me as I've transitioned into my role here at Nasdaq. And with that, I thank you for your time, and I turn it back over to Bob.
Robert Greifeld - Nasdaq, Inc.:
Thank you. Operator, I believe we're ready for questions.
Operator:
Thank you. Our first question comes from Rich Repetto with Sandler O'Neill. Your line is open.
Richard H. Repetto - Sandler O'Neill & Partners LP:
Yeah. Good morning, Bob. Good morning, Michael, and congrats on the quarter and the record performance in the non-trading segments.
Robert Greifeld - Nasdaq, Inc.:
Thank you, Rich.
Richard H. Repetto - Sandler O'Neill & Partners LP:
So, I guess the first question is on the expenses. I see the seasonal increase. I've been looking at expenses all morning on this. And the only question I would have is that you're well ahead, or aggressively started on the synergies. So, do you expect – how do you get the rest of the – I think it's $23 million of the total $60 million? How should we think about your achievement of those over the next year to 15 months?
Robert Greifeld - Nasdaq, Inc.:
Well, I would say, one, Rich, as compared to when we announced the deal, we've obviously have increased confidence that we're going to get there, but we're not prepared to be more granular with respect to the exact timing. So, we're well underway. We still expect to have both positive and negative surprises as we move along. But we know we're going to get to the end state.
Richard H. Repetto - Sandler O'Neill & Partners LP:
Okay. And then my one follow-up would be, Bob, you addressed a lot on the equity market share. It's still just slightly up in 3Q and volatility has improved. But, I guess, turning also to options as well, when you look at the ISE's market share that, I think, is at a low or record low. And then, you have the CBOE-Bats pending merger. So, how do you think – the market share has been drifting off there. I know it's, again, a small part of your revenues but I guess, maybe in more detail the steps you're taking to address the share issue.
Robert Greifeld - Nasdaq, Inc.:
Yeah. So, I would say this, one is, I said on a prior call, we're managing the market share on a consolidated basis. We have a number of licenses. They're all important to us and we'll definitely take certain actions which have to have a positive impact on one of the license and a partially negative on the other. So, I would direct you to look at the combined market share and I made reference to that in my comments there. I'd also make mention of the fact that, we certainly have seen with the OCC changes fewer dividend trades, strategy trades. So, I think, that has had a one-time impact on the market share going forward. And in terms of where we are, we certainly believe that complex order flow is an increasing part of the market going forward. And we have the leading position. We're going to continue to invest in that and we feel we will benefit from that trend line.
Richard H. Repetto - Sandler O'Neill & Partners LP:
Okay. Thank you.
Operator:
Our next question comes from Chris Harris with Wells Fargo. Your line is open.
Chris M. Harris - Wells Fargo Securities LLC:
Thanks. Hoping you guys might be able to talk to us a little bit about how you think the CBOE for Bats deal will impact the industry and, in particular, what you plan to do with ISE.
Robert Greifeld - Nasdaq, Inc.:
Yeah. Good questions. So, certainly, we think the deal makes industrial logic, makes sense. I think it will certainly provide them synergy opportunities and I think it represents a return to their investors. We think, strategically, it doesn't change much. We're tough competitors with both CBOE and Bats today and we think that will continue there. So, we're happy, obviously, to have Bats and CBOE in a public forum and represent a rational competitor. And we run an efficient marketplace, so the way we look at the competition against different players where efficiency is important is something we welcome. And we also know strategically we have the scale so we have the ability to lever more flow against our highly efficient platform. So, we feel good about that. So, the options market is something we believe in. We think it's going through a down cycle with respect to overall volume trends, but we see that growing in the future. And as previously highlighted, we think complex is going to be an increasingly important part of the marketplace. And certainly, our job with ISE is to get through the transition as quickly as we can. And as I've said, we've made great progress on it, we've got a lot of work to do, but we've got a very talented team focused on it and I think you'll see us achieve that in a rapid pace.
Chris M. Harris - Wells Fargo Securities LLC:
Thank you.
Operator:
Our next question comes from Ashley Serrao with Credit Suisse. Your line is open. Ashley, your line is open. We'll move on to our next question from Dan Fannon with Jefferies. Your line is open.
Daniel Thomas Fannon - Jefferies LLC:
Thanks. Can you expand upon some of the strength in Tech Solutions? Certainly in the quarter, we've had a couple of quarters in a row that being the primary source of growth, and then we're heading into the seasonally typically stronger period of the year. So, I guess any little guidance in terms of thinking about the fourth quarter as well, will be helpful.
Adena T. Friedman - Nasdaq, Inc.:
Sure. This is Adena. The Market Technology business continued to have a very strong quarter in terms of new sales in our surveillance business, in our GRC solutions to the corporate, as well as continued growth on the core business. Some of that is coming from the full quarter effect of the (32:23) deal. But some of it is also just other contracts coming online and some short-term, what we call CRs, or short-term development revenues that we had in the quarter. As we look at the fourth quarter, you're right that the fourth quarter tends to be our seasonally strong quarter both in terms of sales as well as on short-term revenue. So, we would anticipate that seasonality would continue to occur. So, we just are seeing really good strength across the business right now.
Daniel Thomas Fannon - Jefferies LLC:
Great. And then I guess just a follow-up on that deal. So, the margin kind of in that segment was, looks like, flat quarter-over-quarter. Do you still anticipate that to kind of continue to grind higher and kind of what's a reasonable framework to think about when you – or targets for that segment?
Adena T. Friedman - Nasdaq, Inc.:
Sure. So, the Technology Solutions business, as a reminder, includes both Corporate Solutions and the Market Tech business. And you're right. We are seeing that we've had a nice lift in the margin year-over-year quarter, and quarter-over-quarter from Q2 to Q3 is relatively stable. So, we are continuing to find opportunities to grow the margins across that segment. As we've mentioned before, we do have a 20% target, and we gave that target out around a year ago. So, we are marching towards that target and we continue to see progress there.
Robert Greifeld - Nasdaq, Inc.:
I'd also would highlight the fact, and I mentioned it on the prepared remarks, the fact that Adena and the team are completing the integration of IR Insight to simplify their mission, and certainly, it will narrow the focus, and I think, also help contribute to margin expansion as we get into 2017.
Daniel Thomas Fannon - Jefferies LLC:
Great. Thank you.
Operator:
Our next question comes from Ken Hill with Barclays. Your line is open.
Kenneth Hill - Barclays Capital, Inc.:
Hey. Good morning.
Robert Greifeld - Nasdaq, Inc.:
How we doing, Ken?
Kenneth Hill - Barclays Capital, Inc.:
Doing good. Just a question here on the data side I was hoping you guys could touch on. So, specifically, hoping you can provide an overview of some of the recent changes on the SIP, and then also your ability to charge for premium services like Ultra alongside of that. It seems like the upgrade definitely has implications for the industry from a speed perspective. But then also the read from some of the industry folks, it seems like they're trying to take a little bit more issue with some of the premium charges associated with things like Ultra longer term as market data costs move higher for them. So, I'm just hoping you could kind of walk through how you're seeing that area right now.
Robert Greifeld - Nasdaq, Inc.:
Yeah. Let me start by complimenting the team, in that the performance of the SIP is beyond what we had on the drawing board, and we're significantly below 50 microseconds. You might say 20 microseconds or 30 microseconds. So, that represents, really, I think the top technological achievement in the industry right now. So, we're proud of that. I think it's better for the industry. It's also important to recognize that our proprietary data feeds are first and foremost about content. Speed was always a secondary concern. So, there is unique content in our proprietary feeds that you do not have in the SIP.
Adena T. Friedman - Nasdaq, Inc.:
Yeah. I would add to that. I think that we would look at the proprietary feeds as providing additional value in terms of the depth of market. That's really the primary reason why people buy those feeds in addition to the feed. So, they're able to get it in a machine-readable format that allows them to make complex order routing decisions, algorithmic decisions in terms of their interaction with the market that go beyond what the basic feed provides, through the UTP feed. So, we are very pleased with the performance of the SIP, and we think that it is a great benefit to the industry. But we also see it as complementing the proprietary offerings that we have.
Robert Greifeld - Nasdaq, Inc.:
Yeah. And with respect to whatever controversy you're speaking to, it's important to know that the SIP, while we're providing the technology, is not governed by Nasdaq. It's an industry initiative. So, the pricing associated with the SIP is not a Nasdaq decision. It's a SIP committee decision.
Chris M. Harris - Wells Fargo Securities LLC:
Got it. Okay. Appreciate all the color there. Thanks very much.
Operator:
Our next question comes from Brian Bedell with Deutsche Bank. Your line is open.
Brian Bedell - Deutsche Bank Securities, Inc.:
Hi. Good morning, folks. Thanks. Maybe, Bob, if you can talk a little bit about the NFX strategy just, once again, in terms of how you feel that's progressing and what the EPS drag is? I know the incentives are I think up a little bit. And just if you can remind us at what point do you want to see more progress in that before you curtail the strategy?
Robert Greifeld - Nasdaq, Inc.:
Okay. So, I would just start by saying with respect to NFX, it's important to recognize that we get the publicity and it has our name in it, but this is a industry effort. This was customers coming together saying they want to do something to change the duopolistic or monopolistic practices of vertical monopolies. And so, we responded to that and we have been down the road before, so it's important for us not to just be engaged with happy meetings but the customers had to put real skin in the game to launch this thing. And they've done and they've come through. So, as we stand here today, our progress is certainly more significant than we would have planned for at this point in time. And as I mentioned in my comments, the onboarding of new customers is at a record level. What I didn't mention is we have additional large industry participants who want to become part of the partnership, and I think the partnership will expand to allow them in. So, we're living in happy times, where there is a lot of inbound. So, our success today is very strong. The inbound, as a forward indicator, would say there is more success to come. But we remain quite focused and we know that while we've had great success, we need to get a higher level of success in order to have what I call a definable asset. So, I would say this, Brian, there is zero, and I mean zero, thought with respect to the last part of your comment about us thinking about curtailing it. This is a thing that's expanding and we hear – and our customers are very excited about what's being created.
Michael Ptasznik - Nasdaq, Inc.:
Brian, the EPS effect is just $0.02 on the quarter.
Brian Bedell - Deutsche Bank Securities, Inc.:
$0.02, okay. And that's a good run rate for future quarters in this project?
Robert Greifeld - Nasdaq, Inc.:
I think you'll see in 2017, that has a good opportunity to narrow. And what we have is what I'll call policy but a loose policy is when we have double-digit market share in a given instrument then we tend to work with our market committee and decide what is the proper price at that point in time. And as we've said, our target rate as we get fully established is in and around $0.60 a contract.
Brian Bedell - Deutsche Bank Securities, Inc.:
Great. Okay. Great. And then, maybe just a question for both Bob and Michael, just if you can talk a little bit about what you're thinking for the longer term strategy in Canada with the Chi-X acquisition in that market. Is that something you – is Canada a market where you think you might, in a variety of ways, get much better penetration and focus longer term?
Robert Greifeld - Nasdaq, Inc.:
I do like the fact you directed it to Michael, as our Canadian sitting here at the table. So, I'll start and Adena can help and Michael is always free to chime in. So, I would say this, and it's not specific just to Canada. Our brand value and the listing game is a global brand, and we see it having pull in the Nordics for countries in the rest of Europe and outside Europe, and you see that same attraction in Canada. So, our listing franchise is incredibly strong, and certainly I think you can reasonably see that there is ways we can use that not just in Canada but in other parts of the world. So, that's certainly part of our plans going forward. But we have to do that intelligently, and what I like about what's happened in the Nordic, it's grown organically as people realized how good the Nasdaq market is in the Nordics and we plan to move along. So, we are very happy with the progress of our Canada operation today. We realize it's early innings and our plans will become more comprehensive as time marches on.
Michael Ptasznik - Nasdaq, Inc.:
So, I'll throw in, especially because I know that there'll be some – my Canadian are friends still listening in on this call, but the only comment I would add to what Bob said, he talked about the brand and the capabilities. What I've seen here is the numerous capabilities and the different products and services that we have here at Nasdaq, whether it's in the Corporate Solutions area or in multiple areas that we have from a technology capability standpoint I think will be very effective and will be welcomed by Canadian customers and the Canadian marketplace.
Brian Bedell - Deutsche Bank Securities, Inc.:
And so do you plan on getting traction in some of the Corporate Solutions products in Canada as well?
Adena T. Friedman - Nasdaq, Inc.:
Well, as with the acquisition of Marketwired, we do have a large group of Canadian clients at this point. It was their primary market. And therefore, we have the opportunity to cross-sell other services into those clients, and it has become a larger part of our strategy. But even before that, we did have a lot of Canadian clients just using our investor relations services. So, we have a nice presence in Canada now. We have a larger office there, and we certainly see opportunity to continue to grow the Canadian marketplace for Corporate Solutions.
Brian Bedell - Deutsche Bank Securities, Inc.:
Okay. Great. Thanks so much for the color.
Operator:
Our next question comes from Chris Allen with Buckingham. Your line is open.
Chris Allen - The Buckingham Research Group, Inc.:
Good morning, everyone. I wanted to ask a little bit more about market data. I might have missed it. I was wondering if you could give any color in terms of audit fees in the quarter. And then there's been some recent worries about the trajectory of market data. FactSet noted on their call this lower number of U.S. screens as kind of some hedge funds have gone out of business. Just wondering if you could give any color just in terms of what you're seeing from a client usage perspective, and how to think about the trajectory moving forward?
Adena T. Friedman - Nasdaq, Inc.:
I'll answer that second question first. In terms of the general usage of our data, we see that being relatively stable. Remember, we receive fees both in end users as well as in distribution fees and machine usage of our fees. So, we have the ability, more internally, to have a stable revenue stream associated with overall industry use of our data. We continue to see very good demand for our new Nasdaq Basic feed that – or not new, but it's been around less time than others. And we continue to see growth there. And we also interestingly have seen increased demand and sales of our data into Asia. And we have put a salesperson into the Asian region, and it's been a nice year in terms of new opportunities that have come from Asia. So, I think that we are continuing to find that there is healthy demand for our service. It's relatively stable. And with the new Trading Insights product, we continue to find opportunities to find new insights in our data that we can sell to the clients. We launched that product in September. We already have several firms using it, testing it, and one firm already said, yeah, this looks great, and they're now buying it. So, we're really, really pleased with how the data business is going in general.
Michael Ptasznik - Nasdaq, Inc.:
And the total audit revenues in the quarter were $4 million, up about $1 million from the same period last year.
Chris Allen - The Buckingham Research Group, Inc.:
Got it. And then any metrics you can provide in terms of sales of IR Insights? I know you've kind of talked about it a little bit in the past in terms of that's starting to pick up a little bit. I know it's kind of a longer sales cycle through the six months. I'm just wondering if you're seeing progress on that front right now.
Adena T. Friedman - Nasdaq, Inc.:
We are actually seeing progress. We don't give specific statistics, but we are seeing more head-to-head wins and fewer head-to-head losses with our competitors, in addition to clients picking up additional feeds. But it is a relatively mature business, so there is not a ton of new IR directors who don't have some sort of intelligence service, so we are making sure they're using this to compete much more effectively against the key competitors. In addition to finding new ways for them to use the product within the franchise, whether it's at the CFO level or other parts of the C-suite organization. So, we definitely are seeing really good progress there. We did also, I should mention, launch a new service within IR Insight called IR Analytics, which is essentially a machine-readable way, or I should say, an automated way of delivering out some of the advisory services that we deliver. And there's more intelligence and integration of that data and information into the rest of the IR Insight suite. So, we're continuing to add really nice value into the platform as well.
Chris Allen - The Buckingham Research Group, Inc.:
Got it. Thanks a lot.
Operator:
Our next question comes from Patrick O'Shaughnessy with Raymond James. Your line is open.
Patrick J. O'Shaughnessy - Raymond James & Associates, Inc.:
So, following up on some of this Corporate Solutions discussion, can you talk about some of the puts and takes why the revenue is flat versus the second quarter? If I recall correctly, there is typically some seasonality, but you also added a month of Boardvantage. And it sounds like the things that you're talking about, you're making a lot of progress with a lot of the key initiatives that you've got underway. So, just talk about the puts and takes on why that was flat quarter-over-quarter.
Adena T. Friedman - Nasdaq, Inc.:
Sure. That's a good question. So, we did have the benefit of the full quarter effect of Boardvantage. Marketwired has already been in there from the prior quarter. But with regard to the webcasting business, it's been an area of weakness for us throughout the year. There have been some budget tightenings within some of the sectors that we're strong in, and we continue to see clients potentially trying cheaper options. We actually have seen a few clients returning to us after seeing that those cheaper options just don't provide the security and the service that they were expecting. But we are seeing some weakness there. And then the legacy PR business, not Marketwired but the legacy PR business, had some downward trend in Q3 but that's often seasonal. So, with those two things, so the webcasting and the legacy PR business kind of offset the benefit of the full quarter effect of Boardvantage and general strength in the board portal sales that we are seeing.
Robert Greifeld - Nasdaq, Inc.:
I also would add that with webcasting, I think Adena and the team have identified really the customers we should be addressing. We provide a high-end service we call the white-glove service, and that's where we're going to go. So, we're not so much chasing the last dollar of revenue but making sure we're getting revenue where it makes sense, and it's integrated into the other suite of products. I think in the past it's just been about getting any order. And we're going to continue with that philosophy. Higher margin, better revenue.
Patrick J. O'Shaughnessy - Raymond James & Associates, Inc.:
Got it. And then for my follow-up, if ICE have to divest Trayport, is that an asset that you guys would be interested in, and do you think the regulators would let you buy it?
Robert Greifeld - Nasdaq, Inc.:
Well, I would say this, we haven't spent too much time thinking about Trayport. So, clearly, when it came for auction, we were there to decide whether we were going to bid on it. We chose not to. And I would say that our position is unchanged with respect to that asset.
Patrick J. O'Shaughnessy - Raymond James & Associates, Inc.:
Thanks.
Operator:
Our next question comes from Rob Rutschow with CLSA. Your line is open.
Rob Rutschow - CLSA Americas LLC:
Hi. Good morning.
Robert Greifeld - Nasdaq, Inc.:
How we doing?
Rob Rutschow - CLSA Americas LLC:
Good. Thanks. I wanted to ask about expenses. Obviously, you guided fourth quarter up. But I'm wondering if the third quarter would have been seasonally lower versus the first and second quarters or whether that's kind of a more consistent level. And thinking about next year, would this be a good run rate for the first and second quarters as well?
Robert Greifeld - Nasdaq, Inc.:
So, the third quarter came in pretty much in line with the second quarter from an organic basis. The increase we saw was due to the acquisitions. With respect to the future years, we're not going to be providing that guidance yet. Typically we'll give that in – we'll do the report at the end of the year. I would say the only things we can kind of point to, and I covered them in my remarks, was so far, year-to-date, we've had about a 3% increase in organic expenses, which is consistent with what we saw last year as well. And you'll also have to think about obviously the remaining synergies, $37 million that will come in. Not all for the full year, obviously, because they're going to come in through the year next year. So, those are some of the key factors to take into account as you consider next year.
Operator:
Our next question comes from Michael Carrier with Bank of America Merrill Lynch. Your line is open.
Michael Roger Carrier - Bank of America Merrill Lynch:
Hi. Thanks, guys.
Robert Greifeld - Nasdaq, Inc.:
How we doing, Mike?
Michael Roger Carrier - Bank of America Merrill Lynch:
Good. Well, maybe first on fixed income, just on the legacy speed business, I know you made kind of a strategic hire in the quarter. I just wanted to get your take on that business, kind of the outlook, maybe what you're retooling in terms of where you see that heading over the next year or so?
Robert Greifeld - Nasdaq, Inc.:
Sure. Great question. So, one, with respect to overall industry volumes, we certainly watch closely as the banks reported good FIC income. It's important to recognize that those metrics typically are not indicative of the Treasury business. So, our reference points are more the Fed (50:13) primary dealer Treasury bond volumes which were flat to down, or the CME government bond futures contracts or you look at the inter-dealer fixed income platforms. They are all flattish to down. So, we're still dealing with a somewhat difficult, I should say, difficult macro environment. With respect to our execution, clearly John Shay coming onboard brings, I think, a lot of skills and talents and experience in relationships to that effort. So, we're proud to have him there. I'd also state that the efforts that are in place today with respect to eSpeed Elect is I think something that we're going to continue to work on and see great progress with it. And we also referenced the fact that there are in fact dark-pool capabilities that we can lever in the space. I'd also make the general longer-term comment, Mary Jo White's comments with respect to implementing a Reg ATS kind of regime in the Treasury market would be seen, I think, as a positive for our efforts in the space. So, we like our internal efforts between the two things we have in place today and we like the general direction of the industry. And I think John will continue to add value, and certainly will, I think, augment and hopefully, improve this strategy going forward.
Operator:
Our next question comes from Alex Kramm with UBS. Your line is open.
Alex Kramm - UBS Securities LLC:
Yeah, hey, good morning. Just maybe more holistically, can you give us an update on your M&A outlook? I mean, obviously, I guess CBOE and Bats out there. But I think you've been more focused on the kind of like Market Technology, non-trading side. So, what are you seeing out there? Where do you think you still need to add capabilities? And what are prices doing, considering maybe the weakness in the end market?
Robert Greifeld - Nasdaq, Inc.:
So, I would say this that we look for opportunities across the range of businesses that we're in. But the largest acquisition we've done this year by several orders of magnitude is ISE which is, clearly, in our Trading Services business. And we have a number of different assets in our portfolio. We have a very clear view of the playing field and what other assets that are out there that might be a value to us in time. And as I said, M&A has to be a slow-moving game, and you have to have a prior view of the attractiveness of each of the assets. So, a compliment to the management team here. We have that. We pay attention to many things. And obviously, 90-something percent or 98% of the things we think about don't happen. We were fortunate that the, really, five deals including SecondMarket, after looking them for a long period of time, came into play. And we were able to then execute and you see the results on our efforts today. And those results will have a more material impact as we go forward into 2017. I think we still live in a time where valuations tend to be higher than they should be. You have a number of companies who want to be bought at growth company valuations when in fact they're not growing. So, we do not stomach that kind of disconnect and we pay attention. So, the same story always. We look at a lot of things and we only move when we have basically perfect alignment.
Operator:
Our next question comes from Kyle Voigt with KBW. Your line is open.
Kyle Voigt - Keefe, Bruyette & Woods, Inc.:
Hi. Good morning. Just one more follow up on the Corporate Solutions business if I could. It sounds like you've made good progress on the IR conversions. And, I believe last quarter's call you stated that you're on track to complete those conversions this year. Could you just confirm whether that's still the case? And then, sorry if I missed this, but if you could also help us think about the difference between the year-on-year organic revenue growth rates between the Corporate Solutions and the Market Technology businesses in the quarter. Thanks.
Adena T. Friedman - Nasdaq, Inc.:
Sure. So with regard to the IRI migration, it is still on track to be completed at the end of this year. The clients have been very, very collaborative and excited about the platform. So, it has been a smooth transition over to the new services and they're seeing a lot of benefits from them. With regard to the year-over-year quarter results on an organic basis, if we look at the third quarter of last year to the third quarter of this year with our Corporate Solutions business, it was flat. And with regard to the Market Tech business, it's 11% – I'm sorry...
Michael Ptasznik - Nasdaq, Inc.:
No. It's over 20%.
Adena T. Friedman - Nasdaq, Inc.:
20% up on the second quarter, or sorry, sequential quarters. So, yeah, it's about 20% up year-over-year quarter for our Market Technology business, and that's organic.
Kyle Voigt - Keefe, Bruyette & Woods, Inc.:
Okay.
Operator:
Our next question comes from Vincent Hung with Autonomous. Your line is open.
Vincent Hung - Autonomous Research US LP:
Hi.
Robert Greifeld - Nasdaq, Inc.:
How we doing?
Vincent Hung - Autonomous Research US LP:
Good. Can you talk about how some of the components of the index revenues trended this quarter just given that, I think, revenues were up 4% sequentially and the average AUM is up like 6%?
Robert Greifeld - Nasdaq, Inc.:
Yeah. Sorry. Can you repeat the question? Sorry. Can we hear that question again?
Vincent Hung - Autonomous Research US LP:
If you could give us a bit of color on how some components of the index revenues have trended in the quarter.
Adena T. Friedman - Nasdaq, Inc.:
Sure. So the index business, we've had a nice recovery of AUM from the beginning of the year where we had a major dip as a result of some of the market volatility. So, our AUM generally is kind of a little bit above where it was at the beginning of the year. So, we're pleased with that, and so we've seen recovery there. The futures volumes were off a little bit in the quarter versus prior-year quarter because there was a lot more volatility in volumes in the third quarter of last year. And that has created some downward pressure in the revenue. And so, therefore, it's essentially flat year-over-year quarter.
Vincent Hung - Autonomous Research US LP:
Okay. And just to follow-up on NFX, how many of the 118 firms that have traded since last year, how many of those are active users?
Robert Greifeld - Nasdaq, Inc.:
Well, I think in a given day, you see around 40 firms that are active. And I would say, of the firms who are active from the beginning, the vast majority of them continue to trade with us. But 40 is a number, and that number, obviously, is growing on a month-by-month basis.
Operator:
Thank you. Our next question comes from Ashley Serrao with Credit Suisse. Your line is open.
Ashley Neil Serrao - Credit Suisse Securities (USA) LLC (Broker):
Good morning. Apologies for the earlier difficulties. Just first question is just on your plans to become bigger in the governance risk and compliance space. I know surveillance has been a strong suit over the recent years. It's been a area of strength in recent quarters. Does that have a long runway for growth? Or what are some of the other adjacent capabilities that you would explore adding that you don't have today?
Robert Greifeld - Nasdaq, Inc.:
So I would start, certainly, on the surveillance side, we see an incredibly long runway for growth. And it's a product set that we're investing in a quite aggressive fashion. I think we just approved a further investment in it. So, when you think about where it came from the time we acquired the product to where it is today, it's a startling set of progress, but we think we have more to come.
Adena T. Friedman - Nasdaq, Inc.:
Yeah. So, if we look across the GRC space, most notably starting with surveillance, I completely agree with Bob, and there are a couple of new things we have done. We made a minority investment in a machine intelligence company called Digital Reasoning which has natural language processing capabilities specific to the compliance space for brokers. And we are working with Digital Reasoning and with broker clients to create a holistic solution that matches up e-comm's compliance with the surveillance technology. So, that's a new capability we'll be delivering into 2017 and a growth area for us, an investing area for us. And then, additionally, we continue to look at how we can get bigger across the spectrum of trade surveillance, trade supervision and compliance. And we continue to work with our broker clients to understand where are their biggest pain points and how can our technology continue to serve them well. And we see a long runway of opportunity there. With regard to the corporate GRC business, which is really more enterprise risk management, operational risk management, we call that BWise, that's been going through a revenue shift. So, while we continue to see strong sales, as well as good opportunities to expand what we provide for our clients, and we are investing in new capabilities. For instance, we recently launched an IT GRC module for that. We are moving that also to more of a recurring revenue model from a perpetual license model. And so, that's been going through a little bit of a revenue shift. And we expect that to come out of that in the next couple of years so that we can continue to see growth in that business as well.
Robert Greifeld - Nasdaq, Inc.:
So, this space is ideally matched, what I referenced in my comments. We have leading positions in both of those – really, in all of those segments, but we're not complacent, and we recognize the technology. Change is coming, and we're in front of that, and we're going to integrate that in a very aggressive fashion. And we always like the fact when we compete against companies who call themselves technology companies but are not in fact that, they're more sales companies, and we have the technology muscle, the development muscle, to reinvent ourselves in this space. And this is a dramatically growing space and we expect to see great growth from it in the decade to come.
Operator:
Thank you. That concludes the Q&A session. I will now turn the call back over to Bob Greifeld for closing remarks.
Robert Greifeld - Nasdaq, Inc.:
Great. Well, I thank everybody for their time today. As we've said numerous times, this quarter again shows the resiliency and the diversity of our business model. We had an incredibly strong transaction revenue in August of 2015. We reverted to the norm in this August; in some ways reverted below the norm. But in spite of that, you see us deliver record results. Great business model and great execution by the team. I appreciate your time today and look forward to getting together with you again. Thank you.
Operator:
Ladies and gentlemen, that does conclude today's conference. You may all disconnect. And, everyone, have a great day.
Executives:
Edward P. Ditmire - Vice President-Investor Relations Robert Greifeld - Chief Executive Officer & Director Ronald Hassen - Finance Controller & Senior Vice President, Principal Accounting Officer, NASDAQ OMX Group, Inc. Adena T. Friedman - President & Chief Operating Officer
Analysts:
Richard Henry Repetto - Sandler O'Neill & Partners LP Marcus Carney - Credit Suisse Securities (USA) LLC (Broker) Chris M. Harris - Wells Fargo Securities LLC Alex Kramm - UBS Securities LLC Michael Roger Carrier - Bank of America Merrill Lynch Chris Allen - The Buckingham Research Group, Inc. Daniel Thomas Fannon - Jefferies LLC Patrick J. O'Shaughnessy - Raymond James & Associates, Inc. Kyle Voigt - Keefe, Bruyette & Woods, Inc. Andrew Bond - RBC Capital Markets LLC Brian Bedell - Deutsche Bank Securities, Inc. Warren Gardiner - Evercore Group LLC Rob Rutschow - CLSA Americas LLC Sameer Murukutla - Bank of America Merrill Lynch
Operator:
Good day, ladies and gentlemen. Welcome to the Nasdaq Second Quarter 2016 Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions will follow at that time. As a reminder, this call is being recorded. I would now like to introduce your host for today's conference, Ed Ditmire, Vice President, Investor Relations. Please go ahead.
Edward P. Ditmire - Vice President-Investor Relations:
Good morning, everyone, and thank you for joining us today to discuss Nasdaq's second quarter 2016 earnings results. On the line are Bob Greifeld, our CEO; Ron Hassen, who was our Interim CFO and is acting as our Principal Financial Officer until compiling of our second quarter 2016 Form 10-Q; Michael Ptasznik, our new CFO; our Chief Operating Officer and President, Adena Friedman; President, Hans-Ole Jochumsen; Ed Knight, our General Counsel; and other members of the management team. After prepared remarks, we'll open up to Q&A. The press release and presentation are on our website. We intend to use the website as a means of disclosing material, non-public information and complying with disclosure obligations under SEC Regulation FD. I'd like to remind you that certain statements in this presentation and during Q&A may relate to future events and expectations and, as such, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. Information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press release and periodic reports filed with the SEC. I now will turn the call over to Bob.
Robert Greifeld - Chief Executive Officer & Director:
Yeah. Thank you, Ed. Good morning, everyone, and thank you for joining us today to review Nasdaq's second quarter 2016 results. Certainly, when you look at our performance this quarter and during the first half of the year, the balance of our business model continues to demonstrate its resiliency. As I have pointed out to you before, while we are not immune to market forces and significant global events, we are, however, intensely focused on serving our clients and supporting them throughout pivotal moments in their evolution. As a fintech company, technology has always been the fundamental focus that drives our decisions and ultimately enables us to expand and grow our competitive position in the marketplace. During the quarter, Nasdaq delivered record revenues of $559 million as well as record non-GAAP operating income of $259 million. We achieved non-GAAP EPS of $0.91, which ties our all-time high and is a second quarter record. It represents a 10% year-on-year increase and underscores our ability to deliver double-digit shareholder returns through EPS growth and dividend yield. Clearly, organic revenue growth is one of the key benchmarks by which we judge our progress, and I am pleased to report that it was positive in all four segments. Our non-transaction segments combined delivered a very respectable 4% organic growth in the second quarter versus the prior-year period. The biggest stand-out was in our Technology Solutions segment, which saw organic growth of 6% when compared to the prior-year quarter. Truly outstanding. And this was driven by recent business wins and continued growth in Market Technology, including SMARTS Surveillance and revenue recognition of our Borsa Istanbul contract. On top of the organic progress, we also closed two important acquisitions during the quarter in ISE and Boardvantage. We're now clearly in execution mode on all four acquisitions we completed during this year. We have been and will continue to be maniacally focused on delivering maximum value in each of these deals to our clients and our shareholders. I'm pleased to report we've achieved the first $10 million of synergies in the second quarter. When we look at how we are improving our competitive position across this franchise and all the businesses in which we complete, we are doing it in a variety of compelling ways; one, through organic investments and fundamentally disruptive technologies and also organic growth initiatives, as well as expansion through acquisitions that lever our core competency. I want to talk about our progress this quarter in the context of these three core areas of focus and highlight how they continue to drive client opportunities and growth. As I mentioned, organic growth reinforces that we are on the right track strategically and in terms of running our businesses well. It's also a sound endorsement that we're doing the right things on behalf of our clients. In our Market Services segment, we continue to focus on creating one of the most robust multi-asset platforms in the industry for our clients. To this point, perhaps most exciting for us right now is the progress of NFX. We just passed the one-year anniversary since the launch and we've hit three major milestones around that one-year mark. First, we had just this week our first 5% market share day; second, we had our 100th firm transact on the platform; and third, we've gone over 1 million contracts in open interest. Operationally, we've began a new chapter in the NFX story when we introduced fees in the beginning of May. In the two months period that followed in May and June, I'm pleased to report that open interest ended 22% higher, while average daily volume was 27% higher. Our market share during the same two-month period increased by 70 basis points, a 29% improvement. As I've said before, pricing is being introduced at modest but meaningful levels in the products that have already seen a meaningful liquidity built. We will continue to price according to the value we are delivering to our customers. In addition, we're already off to a strong start in the second half of the year. This is against a backdrop that featured macro and geopolitical volatility, as well as progress we've seen on strategic initiatives such as our acquisitions. And I'll come back to those a little bit later. Given our momentum, we are in a strong position to defend and approve our competitive position in our trading businesses, something that has and always will be fundamental to our future. In our Listing Services business, organic growth continued to be solid at 3% during the quarter. Overall, Nasdaq remains the new listings global leader in the first half of 2016 with a total of 167 new listings, including 68 IPOs, and a 73% win rate in our U.S. market. One stand-out for us has been the performance in the Nordic markets where we saw 47 new listings in the first half of the year with over €4.2 billion in capital raised. Included in these numbers was the largest IPO of the year globally, the DONG Energy listing on our Copenhagen market. We also continue to maintain strong exchange listing transfer momentum in the U.S. with 13 companies switch from NYSE in the first half of 2016. They were led by such great companies as Scripps Networks Interactive; tronc, which is formerly Tribune Publishing; OPKO, a leading biotechnology company. Since 2005, over $830 billion in market value has chosen to switch to Nasdaq, including $43 billion in the first six months of 2016. Truly outstanding. Elsewhere, we also continued to improve in ETF listings. Nasdaq added 61 new listings in the first half of the year, including 24 switches, leading the industry with a 39% share of new listings and switches, and driving the total number of ETP listed at Nasdaq to 277 at mid-year, up 57% versus the prior year. While still clearly an early-stage initiative in terms of revenue, we continued to see strong operational traction in Nasdaq private market. We saw 133 private companies use our platform in the second quarter, more than doubling from 62 in the prior-year period. We also are working to expand our offering. The private market opportunity continues to grow. We have new clients coming on board just recently such as, Yusero (9:07) and Skybox. During the first half of 2016, the private companies' secondary markets saw the number of transactions grow by over 20%, the dollar volume rose most significantly 135% year-over-year, again, another outstanding performance. As I mentioned before, our Technology Solutions segment saw the most dynamic growth during the quarter, achieving 6% organic growth. This was driven by Market Technology business, which benefited from continued strong trends in the surveillance, post-trade and GRC spaces, but also as revenue recognition starts to reflect more of the recent periods' significant business wins. These are just a few of the examples of how our focus on efficiency and serving clients continues to manifest itself in our results and improve our competitive positioning. Now, as you know, in addition to organic growth, strategic acquisitions are core to our growth strategy and will deliver increased value to our clients. Let me give you a brief update on our progress. As I mentioned, during the quarter, we closed two acquisitions, ISE and Boardvantage. With ISE, we closed the transaction at the very end of June and I'm pleased we were able to do so in such a timely fashion, less than four months from announcement and executing on a financing package at lower-than-expected cost. We are intensely focused on leveraging our platforms to provide new capabilities and functionalities to clients of the combined businesses. We're off to a strong start, and since closing the transaction, our combined options market share has remained very close to the 40% level, combining all our franchises together. It's certainly an early sign that the market understands and is responding positively to our client discussions and how the combination will deliver greater value and opportunity. Upon closing the transaction, we've already realized approximately $8 million in annualized run rate synergies, a first step against a total $40 million synergy opportunity. And I am pleased to report that the transaction is immediately accretive to non-GAAP earnings, very similar to Philly, if you remember, Ron, back in the day. Of course, we are targeting much higher synergies as we continue integrating our technology assets and teams, and migrating to our core trading platform. I'm looking forward to updating you on that progress as well as our progress in integrating and migrating by Nasdaq CXC business on to our core trading platform in the quarters to come. In our Corporate Solutions business, we closed Boardvantage in May and are well underway with the integration and our focus to provide one of the most robust set of board and collaboration tools in the marketplace today. Taking the Boardvantage acquisition together with the first quarter's close on the Marketwired acquisition, our expanded footprint in PR distribution and governance space gives our Corporate Solutions business a heavier mix to what we believe are the higher-growth, higher-margin and more scalable businesses, as well as material cost synergy opportunity. We achieved $2 million in run rate synergies in the second quarter versus a targeted $20 million opportunity within 18 months of closing. Perhaps, even more importantly, as we work more broadly to return Corporate Solutions to positive organic growth, the two deals bring approximately 7,500 new corporate clients to expand our relationships and drive new cross-selling opportunities across this franchise. In summary, during the first half of the year, we closed four acquisitions on or ahead of schedule at significantly better-than-expected financing cost. Based on that as well as our increased confidence in revenue trends and synergies, we feel comfortable raising the 2015 diluted EPS accretion number to $0.40 per share from the prior $0.37 we provided during our March Investor Day. The $0.40 accretion assumes 2015 pro forma results with full synergy realization. Certainly, very good progress so far. As a financial technology company, our ability to see around corners and apply technology in new and innovative ways for clients is fundamental to our success and the future of the franchise. I want to briefly highlight our ongoing progress during the quarter. In May, at our Semi-Annual Future of Technology Conference for Market Technology customers in Stockholm, with the largest customer attendance ever, we announced a significant step in the evolution of how we will deliver technology to our clients and our internal systems as well. The Nasdaq Financial Framework is a result of listening to our clients and the result of significant R&D efforts. It truly transforms our offering into a more modular approach that will enable more flexibility in the way our clients use our solutions. The heart of the framework will be an open-end high-speed communication operations and resiliency layer that will allow us to more effectively introduce new functionality, including blockchain capabilities across the entire trade life-cycle for clients. It's early days yet, but we are excited about the potential this innovation will bring to capital markets, as we begin to roll it out later this fall, and the interest and conversation levels with current and potential customers has been remarkable. Likewise, in our Corporate Solutions business, we continue to accelerate the rate of innovation and new solutions we're putting onto the platform. For example, we continue to enhance IR Insight, even as we dedicate significant resources to the migration of thousands of users onto the platform. In June, we announced the addition to the platform of IR analytics, which will provide clients with dynamic and rich data dashboards to help them analyze large amounts of data from multiple sources and make better decisions about how they allocate finite valuable resources to pursue their objectives. In addition, we also introduced Nasdaq Influencers to our PR and communications suite, where we are empowering communications and marketing clients around the world to tap into an increasingly important network of thought leaders. These are just a few examples of the types of ongoing innovation occurring at Nasdaq. In addition to proofs of concepts, we continue to develop to better leverage new technologies like machine learning and blockchain to improve our clients' workflow and alleviate business complexity. In closing, I am proud of the team and the results we delivered this quarter. It is certainly indicative of our strong ability to execute against a variety of backdrops, while continuing to meet our clients' need. Perhaps though what is most exciting for me is the level and intensity of innovation occurring throughout this organization. As I've stated before, I do not judge our business on backward-looking financial results, but forward-looking measures such as how are we meeting our clients' needs and how is our relative competitiveness. In both of these most important measures, it has been our most outstanding quarter. We look forward to the second half of the year and hope to execute just as strong for both our clients and shareholders as we did for the first half of the year. Before I turn the call over to Ron Hassen, I want to introduce everyone to our new Chief Financial Officer, Michael Ptasznik. We are very excited to have him join the team with over 20 years of experience. We certainly look forward to working with him and benefiting from his extensive experience on both the financial and operational sites. This is a particularly busy time in our company's evolution. We know Michael is a great asset for the team and you will enjoy getting to know him and working with him. Welcome, Michael. I also want to thank Ron for his dedication and guiding us through this transition, as well as working and serving as our Corporate Controller over my entire tenure at Nasdaq. His contributions have been immeasurable. He will be missed. Now I turn the call over to Ron Hassen one last time to review the financial details.
Ronald Hassen - Finance Controller & Senior Vice President, Principal Accounting Officer, NASDAQ OMX Group, Inc.:
Thank you, Bob. Good morning, everyone, and thanks for joining us today. My commentary will focus on our non-GAAP results. Later in my prepared remarks I will discuss the period's differences between U.S. GAAP and non-GAAP results. Reconciliations of U.S. GAAP to non-GAAP results can be found in the attachments to our press release and in the presentation that's available on our website at ir.nasdaq.com. I will start by reviewing the second quarter revenue performance relative to prior-year quarter, as shown on page 4 of the presentation. The 8% or $41 million increase in reported net revenue of $559 million consisted of organic growth in Market Services net revenues of $1 million or 1%, resulting principally from higher Access fee revenues. Organic growth in non-trading Information Services, Technology Solutions and Listing Service segments totaled $13 million or 4%. In addition, there was $24 million in revenues from our recently completed acquisitions of Marketwired, Boardvantage and Nasdaq CXC. Year-over-year changes in FX rates increased revenues by $3 million. I am now going to go over some highlights within each of our reporting segment. All comparisons will be to the prior-year period unless otherwise noted. Information Services, on page 6, saw a $3 million in organic growth, a $2 million increase related to NASDAQ CXC acquisition, and a $1 million increase due to the positive impact of foreign exchange. Data Product revenues increased 8%, including organic growth in consolidated and proprietary data products revenues, as well as a growth in audit collections. Index Licensing and Services saw a $2 million decline due to lower average assets under management in the period, which was primarily due to decline in market values. Technology Solutions, as shown on page 7, increased $28 million, reflecting a $19 million contribution from the acquisitions of Boardvantage and Marketwired, $8 million or 6% organic increase. The non-GAAP operating margin was 18%, up from 14% in the prior-year period. We continue to have confidence in reaching our medium-term objective of 20% and expect further year-over-year progress as we move forward. Corporate Solutions revenue increased due to the impact of the two acquisitions. We continue to believe we are on a path to return to organic revenue growth in Corporate Solutions in the coming quarters. Market Technology's revenues increased by $10 million or 17%, primarily due to increased revenues from licensing and support contracts, change requests and surveillance products. New order intake was $69 million in the second quarter and, at the period end, backlog finished at $769 million, up 9% year-over-year. Listing Services, which is on page 8, saw a $2 million or 3% organic increase in revenues, driven primarily by increase in the number of listings. Non-GAAP operating income margin of 43% was down from 44% in the prior-year quarter. Market Services, which is on page 9, saw a $1 million or 1% organic increase in net revenues, plus a $3 million increase due to the acquisition of Nasdaq CXC and a $1 million positive impact from foreign exchange. Non-GAAP operating income increased to 54% from 53% in the prior period. Equity Derivatives trading and clearing net revenues increased 5%, primarily due to the higher U.S. industry trading volume and market share. Cash Equities net revenue increased 2% due to the higher industry U.S. volumes and the inclusion of revenue from Nasdaq CXC, partially offset by lower market share in both the U.S. and European markets and lower capture rate in the U.S. Fixed Income, Currency and Commodities trading and clearing net revenues decreased by 13% from the prior-year period, principally due to the impact of NFX-related trading incentives and lower U.S. treasury revenues, partially offset by growth in European fixed income and commodity trading. Access and Broker Services revenue increased by 8%, due to an increase in customer demand across most product areas. Before we turn to expense trends, I'd like to take a moment and give some detail around the non-GAAP adjustments this quarter. First, we had $33 million restructuring charges related to the completion of the restructuring program that began in the first quarter of 2015. The total cost of this restructuring program was $214 million, which included $119 million related to the write-off of the OMX trade name. Excluding the write-off of the trade name, the restructuring cost was $95 million. The estimated annual savings associated with these costs are $36 million, which will result in a three-year recovery. Second, we had $35 million in charges related to the acquisition and integration activity, and substantially all of this related to the ISE acquisition. Third, during the quarter, we received an unfavorable tax ruling, which resulted in a $27 million charge on our tax line. Turning to page 10 to review expenses. Non-GAAP operating expenses increased $19 million. The increase included $15 million due to our acquisitions and $4 million in organic growth. Turning to slide 12, our revised 2016 non-GAAP operating expense guidance has increased by $35 million from the prior guidance to reflect the expected impact of the acquisition of ISE. Non-GAAP operating income in the second quarter increased 4% on an organic basis and 9% in total. Non-GAAP operating margin came in at 46%, up 50 basis points from the prior-year period. Net interest expense was $31 million in the second quarter, an increase of $5 million versus the prior-year period, reflecting the additional interest expense from our recent bond offering. Non-GAAP effective tax rate for the second quarter of 2016 was 33.8%, within our unchanged 33% to 35% full-year guidance. Non-GAAP net income attributed to Nasdaq was $153 million or $0.91 per diluted share, compared to $143 million or $0.83 per diluted share in the second quarter of 2015. Moving on to cash flow and capital, please turn to slide 15. We repurchased $16 million in stock during the second quarter 2016. We purchased an additional $8 million in the first few days of July of 2016. Through dividends and repurchases, Nasdaq returned nearly $70 million in capital to shareholders during the second quarter of 2016. As of July 26, there is $476 million remaining on the board repurchase authorization plan. Now, as many of you know, that the time I served as interim CFO coincided with my planned retirement from Nasdaq after serving 14 wonderful years as the Corporate Controller. And so I am probably even more excited about Mr. Ptasznik's arrival as a new CFO than the rest of the team. In addition, to welcome Michael, I wanted to thank Bob, Adena, Hans-Ole and the rest of the Nasdaq management team and the board for the opportunity to serve as the interim CFO. To the analysts and the investors I met during this period, it was truly a pleasure talking to you about Nasdaq, a company that is positioned well to move forward to tackle its unique opportunities. Thank you for your time. And I turn it over to Bob.
Robert Greifeld - Chief Executive Officer & Director:
Thank you, Ron. As I said before, you'll be missed and your sense of humor will be impossible to replace.
Ronald Hassen - Finance Controller & Senior Vice President, Principal Accounting Officer, NASDAQ OMX Group, Inc.:
Thank you, Sir. Appreciate that.
Edward P. Ditmire - Vice President-Investor Relations:
Operator, should we open up the queue for Q&A?
Operator:
Thank you. Our first question today comes from the line of Rich Repetto with Sandler O'Neill. Your line is open.
Robert Greifeld - Chief Executive Officer & Director:
How are you doing, Rich?
Richard Henry Repetto - Sandler O'Neill & Partners LP:
Yeah. Good morning, Bob.
Robert Greifeld - Chief Executive Officer & Director:
How are you doing?
Richard Henry Repetto - Sandler O'Neill & Partners LP:
Pretty good, Bob. How are you?
Robert Greifeld - Chief Executive Officer & Director:
I cannot complain.
Richard Henry Repetto - Sandler O'Neill & Partners LP:
Congrats on the record quarter. And first question is you beat, on the revenue side at least versus us, on Technology Solutions with a good portion driven by the Market Technology. And I know you've given three reasons why it did so well. I guess the question is, how much is one-time, how much can be – in that will improve the run rate going forward, whether it's the licensing fees, the change requests or – like, surveillance seems like it's an ongoing thing. So, I guess, to give us an outlook on Market Technology going forward because that was a clear feed.
Robert Greifeld - Chief Executive Officer & Director:
I'll turn it over to Adena. But I do want to make it very clear, this business is really doing incredibly well across a number of different areas. So we highlighted a couple. But our competitive position as a result of our technology initiatives, our technology investments are focused on the customers, certainly starting to pay off in a major way.
Adena T. Friedman - President & Chief Operating Officer:
Great. Hi, Rich. How are you?
Richard Henry Repetto - Sandler O'Neill & Partners LP:
Hi, Adena.
Adena T. Friedman - President & Chief Operating Officer:
So, in terms of Market Tech, I think that there are, as we said, three factors. The Borsa Istanbul revenue recognition is an ongoing benefit that we will see. In the second quarter, it had about a $4 million positive impact. And on an ongoing basis, subject to FX, it should have somewhere in the range of $6 million of quarterly benefit to us. I think that the second thing was the CRs and those tend to be – they can't ebb and flow quarter-over-quarter. There's some seasonality to that. It's based on change requests that our clients ask for. We got off to somewhat of a slow start to the year, but the second quarter was a great quarter for us in terms of the CR revenue. And we do tend to see that happen, and both the second quarter and the fourth quarter tend to be our strongest quarters there. And then lastly, on SMARTS, you're right, the SMARTS trade system is a SaaS-based model. So we have about a $2 million impact there, and that would be an ongoing uplift that we can enjoy going forward as we continue to sell more of that service throughout the clients. So we're very excited about how Market Tech continues to progress.
Richard Henry Repetto - Sandler O'Neill & Partners LP:
Okay. Very helpful. And since this is Ron's last call, Ron, on the outlook for expenses, if you back out the first half, you come up with the midpoint somewhere around $330 million...
Ronald Hassen - Finance Controller & Senior Vice President, Principal Accounting Officer, NASDAQ OMX Group, Inc.:
Right.
Richard Henry Repetto - Sandler O'Neill & Partners LP:
...in expenses per quarter. And I guess I'm trying to see what's the – we know we got the ISE, we know we got a small portion of Boardvantage in there, but to me that might be an incremental uptick of somewhere around $20 million. And you've got synergy that I would expect some of the...
Ronald Hassen - Finance Controller & Senior Vice President, Principal Accounting Officer, NASDAQ OMX Group, Inc.:
Right.
Richard Henry Repetto - Sandler O'Neill & Partners LP:
...$52 million that you haven't realized yet.
Ronald Hassen - Finance Controller & Senior Vice President, Principal Accounting Officer, NASDAQ OMX Group, Inc.:
Yeah. So, you're right. ISE is in there for around $18 million. And if you normalized for Boardvantage for a full quarter, they're about $3 million. We gave you guidance also on R&D as between $35 million and $45 million. We expect to spend a large part of that in the second half. So you'll see some of that expense coming in. And then we're seeing higher activity where we have gross up in expenses and revenue from some of our Corporate Solutions businesses, which kind of make up that amount to bring you to roughly around a $330 million range.
Richard Henry Repetto - Sandler O'Neill & Partners LP:
Okay. Okay. Thanks. That's helpful, Ron. And Bob, one last quick question. Great results. And the one thing I want to ask about is on the market share. If you look at the market share in U.S. equities, it's hitting a low in July. I know it's low volatility, doesn't look like you're losing it to competitors rather than the TRF. I know you monitor it, but how do you think about that, I guess, is...
Robert Greifeld - Chief Executive Officer & Director:
Yeah. Well, your point is well taken. When you see Tape C relative to A and B, we've had a greater use of the TRF there. So we don't quite understand why that is, but it is what it is today. But I'd also say, as a general statement, our capture rate as you saw in the quarter was high. And as I've said before, we try to balance that. And I think you'll see us go forward taking a number of different actions which will probably increase market share, but still keep a robust capture but maybe not at the $0.50 level.
Richard Henry Repetto - Sandler O'Neill & Partners LP:
Understood. Understood. Thanks, and congrats again on the record quarter.
Robert Greifeld - Chief Executive Officer & Director:
Thank you.
Operator:
Thank you. Our next question comes from the line of Ashley Serrao with Credit Suisse. Your line is open.
Marcus Carney - Credit Suisse Securities (USA) LLC (Broker):
Yes. Hello. This is Marcus Carney standing in for Ashley Serrao.
Ronald Hassen - Finance Controller & Senior Vice President, Principal Accounting Officer, NASDAQ OMX Group, Inc.:
Okay.
Robert Greifeld - Chief Executive Officer & Director:
How are you doing, Marcus?
Marcus Carney - Credit Suisse Securities (USA) LLC (Broker):
Not bad. How are you, Bob?
Robert Greifeld - Chief Executive Officer & Director:
I can't complain.
Marcus Carney - Credit Suisse Securities (USA) LLC (Broker):
Excellent. Just two quick questions. One, I was wondering if we could have an update on the IR solutions client conversions, kind of where we are in the process and how retention has fared?
Robert Greifeld - Chief Executive Officer & Director:
Go ahead, Adena?
Adena T. Friedman - President & Chief Operating Officer:
Sure. So we continue to be on track with the IR conversions. And in fact, I think that we've been accelerating that as we've been going through the quarter. It's been – people are receiving the product extremely well. We've built in an automated migration tool that's really helped and clients are very excited about being able to get access to the new product. So far, just want to make sure that I get the right numbers here, we've upgraded 1,600 clients to the IR Insight platform and 2800 users. So we continue to be on track to complete that through this year. And generally, in terms of the client retention, it is a very competitive market out there, but we are seeing very good improvement both in terms of how our clients are taking the product and retaining our users, in addition to selling the products and competing against our tough competitors.
Robert Greifeld - Chief Executive Officer & Director:
And I think with respect to this business, it's important to recognize we come at it, as we talked about, as a technology company. So this is a game-changing release that we're putting out there. But we've only just begun. So there's active efforts to continue and invest in the product and that's where our skills, our abilities I think, are unmatched. And customers are starting to recognize, when you think about long-term direction, Nasdaq is providing it.
Marcus Carney - Credit Suisse Securities (USA) LLC (Broker):
Excellent. Thank you. And then, quickly on capital management, just wondering how you're thinking about kind of buybacks versus paying down debt? And whether you still kind of view the M&A market as frothy?
Robert Greifeld - Chief Executive Officer & Director:
So I'll say two things. One, with respect to buybacks, we're committed to do buybacks. You saw the board increase the authorization. But as I said before, we'll be opportunistic. I think, under Ron's leadership, we did a very good job in the quarter buying at the right time. So we're there, but we'll be opportunistic. With respect to M&As, I think any time you have the interest rate environments you have here now, you have to guard against frothy valuations. And we've done that, I think, quite successfully. As I've said before, we have been shut out in a number of deals, but then after waiting for a long period of time, the four deals we've done this year, as we said, are I think fairly priced. They represent right down the bowling alley in terms of what we do today. The synergy numbers are impressive and the return to our shareholders will be equally impressive. So those kind of deals, if they become available, we'll be in the game. If they're not and they're richly priced representing some type of asset bubble, then we're happy to lose.
Marcus Carney - Credit Suisse Securities (USA) LLC (Broker):
Excellent. Thank you very much.
Operator:
Thank you. Our next question comes from the line of Chris Harris with Wells Fargo. Your line is open.
Chris M. Harris - Wells Fargo Securities LLC:
Thanks, guys.
Robert Greifeld - Chief Executive Officer & Director:
How are you doing, Chris?
Chris M. Harris - Wells Fargo Securities LLC:
Hey. Pretty good, Bob. Real quick question on the acquisitions you guys have done. I believe your guidance is excluding potential upside from any revenue synergies that might occur. So, as you guys are integrating these transactions, any thoughts on how material those could be and how quickly you might be able to achieve those?
Robert Greifeld - Chief Executive Officer & Director:
Well, I would say this, we're very comfortable increasing the number to $0.40. We believe there's an upside bias to that number for both expense and revenue, but we're not in a position to commit to that now. It's early days with all of them. But we feel optimistically inclined.
Chris M. Harris - Wells Fargo Securities LLC:
All right. Just a quick question then unrelated to the quarter. Bob, I would really like to get your thoughts on blockchain technology in general and how big of an impact do you think this might have on the industry, and perhaps a little bit about how Nasdaq plans to capitalize on that?
Robert Greifeld - Chief Executive Officer & Director:
And so I'll give you two views. One, on the optimistic side is, the blockchain will change everything with respect to post-trade across a wide variety of asset classes across the globe in time. That will happen. On the other side, you have to recognize that blockchain by itself, and I tie back to what Larry Ellison said back in the dot-com days is that's a feature, it's not a company. So blockchain is another method of storing data and it needs to be integrated into solutions that fit within the construct of the ecosystem we live in. And what we announced at the Technology of the Future Conference, which I referenced in my prepared remarks, is a pure recognition of that. So we're putting the blockchain as a key part, a central part of the Nasdaq Financial Framework. But, by itself, it doesn't do anything. So I think the deep integration of blockchain into core technologies is fundamental and we're on that mission. So we see this as a major opportunity, but we think just somebody out there trying to sell blockchain technology is not going to get that far. It has to get integrated into what happens today.
Chris M. Harris - Wells Fargo Securities LLC:
Thanks.
Operator:
Thank you. Our next question comes from the line of Alex Kramm with UBS. Your line is open.
Alex Kramm - UBS Securities LLC:
Yeah. Hey. Good morning, everyone. Just maybe more broadly speaking on the non-transaction side, wondering if you could give us an update around the selling environment and how that's changed so far this year, given all the challenges on the financial services industry. And in particular, as you look forward, how Brexit in your opinion could change that in some of your businesses? Thanks.
Adena T. Friedman - President & Chief Operating Officer:
Sure. Hey, Alex. So, if we start with the Market Tech business, I think that we continue to find a very receptive audience among our clients as well as new potential clients. We did sign on a new client in the first quarter. We've renewed several contracts. We've upgraded several of our contracts. That's why we had such good order intake in the second quarter. And we continue to see very good opportunity in our core Market Tech business in addition to the SMARTS trade system, which frankly has tremendous traction, is an award-winning solution, and we continue to see a very, very robust pipeline of sales opportunities there. So I don't think Brexit is going to have an impact on either of those businesses in any meaningful way. And then, if we turn over to Corporate Solutions, Corporate Solutions continues to have a variety, frankly, of sales environments in it because it's a wide range of products. But in terms of the need for, for instance, board portal technology and more intelligent PR distribution and intelligent solutions, that continues to be an area of very good growth for us. In terms of the investor relations products, I would say it depends on the sector. So we continue to see weakness in the energy sector, but strength in some of the biotech and the technology sectors. And again, Brexit doesn't really have any impact on that business either. So I hope that answers your question.
Alex Kramm - UBS Securities LLC:
Got it. Sure. Thank you. And then I guess, secondly, I think this is for Bob. I know Cash Equities isn't really that important of a business for you anymore in terms of revenue contribution. But it seems like there is some growing support within the SECs for some Access fee pilots. So, just wondering what you think about that kind of initiative. It seems like it would actually impact a lot of the market if they really include all of the different symbols and some of the folks we've talked to think this could actually be a pretty big negative for volumes down the line. So, any thoughts, any discussions you've had from your end would be helpful. Thanks.
Robert Greifeld - Chief Executive Officer & Director:
Yeah. Well, the first thing I want to say is we are in love with the Cash Equities business. It's the core of what we do and we pay a lot of attention to it. So, as we get larger and do different things, it's important to recognize we will not do that unless we execute quite successfully in all our chosen businesses, and Cash Equities is really first among equals. So, with respect to what's happening, as you recollect, we attempted of our own accord to do a basic Access fee pilot. And we picked certain stocks and we thought this was a good thing to do. Because when you think about the passage of Reg NMS and the $0.30 was picked as the limit for Access fee, that may or may not had been the right number at that point in time, but it cannot be the right number a decade later. And we have a belief that that number is too high. So we're in full support of the commission moving forward with that. On the other side of the equation, we believe in rebates. We believe in the maker-taker model. But we also do not believe that the maker fee should be so high that it creates activity in and of itself. It should be there to provide incentive for somebody to reveal their hand first. So, to the extent we shrink the Access fee and the maker rebate declines, I think that could be a good thing for the market. So, first and foremost, we believe that high-quality markets are good for Nasdaq and good for us, and we fully support what hopefully will happen in a faster pace with the commission. And we certainly think that, as I said before, if the market quality is better, then an organization like Nasdaq is better served.
Alex Kramm - UBS Securities LLC:
Fair enough. Thank you.
Operator:
Thank you. Our next question comes from the line of Michael Carrier with Bank of America Merrill Lynch. Your line is open.
Michael Roger Carrier - Bank of America Merrill Lynch:
Thanks, guys. I guess, first question, just when we look at the updated expense guidance, just wanted to maybe get a comparable update in terms of the acquisitions that closed and some of them that closed during 2Q? Maybe like what the full run rate can be on the revenue side? And then I guess just looking out, I know you guys aren't providing like 2017 expense guidance, but when I think about that, I think there's about $50 million of synergies that remain, I think you said over the next 18 months. And when we look at that midpoint of the expense range for this year, if we kept expenses flat going into next year, that would be like a 4% growth rate if you realize those synergies. So, just wanted to get some guidance what the core maybe expense run rate should be going forward maybe pre those synergies?
Ronald Hassen - Finance Controller & Senior Vice President, Principal Accounting Officer, NASDAQ OMX Group, Inc.:
It's just a little too early to go. We want to see exactly what the synergies are going to look like going into 2017. But I think it's much too early to try to look out into 2017 at this point in time and to give any formal guidance. We gave a fairly good guidance at this point, taking into consideration the synergies that we know to-date, which is roughly $10 million on an annualized basis, and gave a midpoint of roughly 12.40%. But to go beyond that would be quite difficult to go that way. And we'll give 2017 guidance, as we always have, in the fourth quarter.
Michael Roger Carrier - Bank of America Merrill Lynch:
Got it. And then just anything on the revenue side, meaning any of the deals that closed like intra-quarter...
Ronald Hassen - Finance Controller & Senior Vice President, Principal Accounting Officer, NASDAQ OMX Group, Inc.:
Yeah.
Michael Roger Carrier - Bank of America Merrill Lynch:
...just like a full run rate or an update there?
Ronald Hassen - Finance Controller & Senior Vice President, Principal Accounting Officer, NASDAQ OMX Group, Inc.:
So, as you saw at Investor Day, I gave guidance on these deals as how they performed in 2015. And it's too early to talk about ISE at this point. But in terms of the other three deals, they're operating on the same pace as their 2015 revenue guidance that I gave earlier. So, not too much difference than what you saw there.
Michael Roger Carrier - Bank of America Merrill Lynch:
Okay. Got it. Thanks a lot.
Ronald Hassen - Finance Controller & Senior Vice President, Principal Accounting Officer, NASDAQ OMX Group, Inc.:
All right.
Operator:
Thank you. Our next question comes from the line of Chris Allen with Buckingham Research. Your line is open.
Chris Allen - The Buckingham Research Group, Inc.:
Good morning, everyone. Just want to shift back a little bit to Corporate Solutions. I think, Bob, you said in your remarks that the stage is set for better organic growth in the back half of this year. I'm just wondering what are kind of the catalysts for that. Adena talked about some of the tailwinds, headwinds that are in the business. And maybe any color on subscription sales that you guys have seen so far this year and what kind of the outlook is moving forward?
Robert Greifeld - Chief Executive Officer & Director:
Yeah. I would say this that the second quarter was very strong and that we're serving two masters in that there was a massive ramp-up in the transition to the new platform and, as Adena references, we're on schedule and I think soon will be ahead of schedule with that. And that's obviously a consumer resource and will cost money. But at the same time, we saw a noticeable increase in our win rate versus the competitors, and that will obviously translate down the line to the growth. So the core drivers of the business look strong. And as we convert folks to the new platform, we're certainly in an ideal position to start cross-selling. Adena, do you want to add to that?
Adena T. Friedman - President & Chief Operating Officer:
Yeah. I mean I think more broadly, Chris, we've been talking about the different dynamics within Corporate Solutions all year, and I think one of the areas that we have had some headwinds is in the MMS sales, but that's been I think offset by continued growth in the board portal platform. Definitely, very strong revenues coming in on Marketwired as well as continued rollout, and definitely a pickup in sales within the IR Insight platform. So there are lots of different dynamics there, but I think that as Bob said, we are moving towards a situation where we feel that we can hit revenue growth and we will continue to track that very carefully.
Chris Allen - The Buckingham Research Group, Inc.:
Okay. Thanks. And then just one quick question on market data. In the press release, you called out year-over-year growth benefited from audit collections. I know last year was a low quarter for audit collections to audit (47:45). I'm just wondering if any color in terms of magnitude this quarter, maybe how it compared sequentially with the first quarter?
Ronald Hassen - Finance Controller & Senior Vice President, Principal Accounting Officer, NASDAQ OMX Group, Inc.:
Yeah. So this quarter we had $5 million in audit revenues. Last quarter, the first-quarter, there was $4 million and the second quarter of last year was $2 million.
Chris Allen - The Buckingham Research Group, Inc.:
Great. Thanks a lot.
Ronald Hassen - Finance Controller & Senior Vice President, Principal Accounting Officer, NASDAQ OMX Group, Inc.:
Thanks.
Operator:
Thank you. Our next question comes from the line of Dan Fannon with Jefferies. Your line is open.
Daniel Thomas Fannon - Jefferies LLC:
Good morning. Thanks. Within the Tech Solutions, with the margin improvement quarter-over-quarter or year-over-year as well I guess, can you talk about the contribution from Marketwired and Boardvantage to that versus kind of the core trend potentially improving longer term?
Adena T. Friedman - President & Chief Operating Officer:
Yeah. I think that the improvement in the margin was driven by the core business and primarily in Market Technology, not by Marketwired or Boardvantage. Right now is that we're having to absorb them. There are some one-time costs associated with bringing them in. And so they're not – as we achieve synergies, they will become a significant contributor and they should help us accelerate some of the path to that 20%. But, right now, they're not contributing to an increase in the margin right now.
Daniel Thomas Fannon - Jefferies LLC:
Great. And then just a follow-up on the synergies. The outlook, I guess, the pace of synergy realization over the next 18 months. Do we think that's more of a 2017 event or we should see that kind of progress through this year?
Adena T. Friedman - President & Chief Operating Officer:
Well, within Corporate Solutions, I would say that it's more of a 2017 event because we'll be consolidating platforms and providing our clients new benefits, and we'll be managing that through 2017.
Daniel Thomas Fannon - Jefferies LLC:
And then, also on the Market Services side, just with the synergies, the $40 million that's been targeted?
Robert Greifeld - Chief Executive Officer & Director:
Yeah. There's one bump and that's when you actually move away from the platform. So we haven't locked-in on that date yet. So you'll see a decline – increase in the synergies and then an acceleration as the platform is migrated.
Daniel Thomas Fannon - Jefferies LLC:
Great. Thank you.
Operator:
Thank you. Our next question is going to come from the line of Patrick O'Shaughnessy with Raymond James. Your line is open.
Patrick J. O'Shaughnessy - Raymond James & Associates, Inc.:
Hey. Good morning.
Robert Greifeld - Chief Executive Officer & Director:
How are you doing?
Patrick J. O'Shaughnessy - Raymond James & Associates, Inc.:
Curious if you have any updated thoughts on what you might do with those U.S. stock exchange medallions you're getting from ISE?
Robert Greifeld - Chief Executive Officer & Director:
Well, what I would say for today's call is the intention on the options side is to keep all the medallions active. So we'll be managing the six medallions. And it's important, and almost I expected the question, but I'll handle it here. With our options, we're definitely managing this as a portfolio. Tom will answer to Hans-Ole, Adena and myself with respect to the overall market share and we expect to pull different levers at different times between the different exchanges with the different market share results. So we're happy with the fact that we're 40% market share this week and been in and around 40% certainly since the acquisition. I think the customer uptake has been very strong. To get to your question with respect to equities and the licenses we have there, we certainly have more than enough. We do not have an answer at this point. But we know they're assets and we want to come up with, what I would say, imaginative plans on how to monetize those assets over time.
Patrick J. O'Shaughnessy - Raymond James & Associates, Inc.:
Thank you.
Operator:
Thank you. Our next question comes from the line of Kyle Voigt with KBW. Your line is open.
Kyle Voigt - Keefe, Bruyette & Woods, Inc.:
Hi. Good morning.
Robert Greifeld - Chief Executive Officer & Director:
How are you doing?
Kyle Voigt - Keefe, Bruyette & Woods, Inc.:
Thanks for taking my question.
Robert Greifeld - Chief Executive Officer & Director:
Go.
Kyle Voigt - Keefe, Bruyette & Woods, Inc.:
So I just want to touch on the ISE deal again. So, when you announced the deal, you said there would be some sharing of synergies with clients. And I just want to revisit this. Could you provide some more clarity around your plans here, and when or if we should expect to see some impact on average capture rates in the options businesses as you realize your cost synergies?
Robert Greifeld - Chief Executive Officer & Director:
So I would say that, under Tom's leadership, we've already done some clever things with respect to pricing. It's not that noticeable on the outside but certainly appreciated by the customers. So, without those moves, I don't think we would have maintained the share we have. And as I said before, we can be quite clever about where we allocate our pricing power. So we have the six licenses. And so we go into this recognizing we can and we have some big data analysis behind this to help us serve two masters, where we can more competitively price where it matters to our customers and probably gain some extra capture where the customers are relatively pricing sensitive. So we feel comfortable that we are able to keep share and maintain capture. But, as I said before, if we need to, in order to make customers happy, we will sacrifice capture that has not been necessary as at this point in time.
Kyle Voigt - Keefe, Bruyette & Woods, Inc.:
Okay. Thank you.
Operator:
Thank you. Our next question comes from the line of Andrew Bond with RBC Capital Markets. Your line is open.
Andrew Bond - RBC Capital Markets LLC:
Hey. Thanks. Good morning. More a question on ISE, MIAX and Bats both plan to enter the complex segment and they've both been disruptors, won market share in their respective options segments in which they currently operate. So do you guys believe there's going to be an additional pricing pressure or it'll just be a more difficult market for these exchanges to disrupt? And additionally, one of the competitive advantage of your complex book platform that will be more key at maintaining market share versus MIAX and Bats?
Robert Greifeld - Chief Executive Officer & Director:
All right. So the first thing I want to do is put this in context. So we identify ourselves as a financial technology company and, as such, we recognize that whatever advantage you have today will disappear if you do not continue to innovate and move the product forward. We have a massive lead right now in complex order flow. As we gained an appreciation of the ISE technology as the owner, we see that they are doing things that others are not right now with complex orders. But if that's all we do then we will lose share. So, certainly, we have no intentions of staying where we are. We intend to continue to innovate within the complex order flow. I'm happy to report, under Tom's leadership, we're engaged with the customers and there's a path we can take in complex order flow that a lot of our competitors are not in a position to think about or leverage based upon the fact they don't have the presence we have in that area. So we will continue to innovate in that space and, I think, do incredibly well.
Operator:
Thank you. Our next question comes from the line of Brian Bedell with Deutsche Bank. Your line is open.
Brian Bedell - Deutsche Bank Securities, Inc.:
Hi. Great. Thanks very much. Maybe, Bob, if you could circle back on NFX, you mentioned earlier in the presentation, if you could talk a little bit about the pricing that you've been increasing on which contracts and what the EPS drag from NFX is now and where you expect that to go in 2017?
Robert Greifeld - Chief Executive Officer & Director:
Sure. All right. So I would say this, in terms of the way to think about our pricing philosophy, if you see us have double-digit market share for a reasonable period of time, then we'll look to take a pricing move. So the two contracts we have had double-digit market share. And it's important to note that we took a pricing move, and as I said, it was meaningful in that in May and June, from that pricing move we received $500,000 in gross revenue and our market share continued to increase. We're still a fraction of what the competitors charge. So there's room to grow there. And as our share continues to grow and we deliver more value to our customers, we're going to see that. So, as different assets get to that double-digit threshold, then we will think about that. It's also important to note that we're adding new instruments to the platform and I think we're very excited about that. There was a bit of publicity on that just the other day. So, that's going to continue to go forward. With respect to the drag on the second quarter, Ron, that was $0.02?
Ronald Hassen - Finance Controller & Senior Vice President, Principal Accounting Officer, NASDAQ OMX Group, Inc.:
That was $0.02. Yep.
Robert Greifeld - Chief Executive Officer & Director:
$0.02 for the quarter. And so, one of the best investments we could make. So, clearly, as we have more instruments at double-digit market share and we're charging, then that burn rate will decline.
Brian Bedell - Deutsche Bank Securities, Inc.:
Okay. Great. Thank you very much.
Operator:
Thank you. Our next question comes from the line of Warren Gardiner with Evercore. Your line is open.
Warren Gardiner - Evercore Group LLC:
Great. Thanks, guys. So, with the new IR Insight rollout kind of moving along and the addition of Marketwired and Boardvantage, I was just wondering if you guys can give us some thoughts on how to think about price compare in that business going forward. And then also kind of the same questions for Market Tech as well.
Adena T. Friedman - President & Chief Operating Officer:
Sure. Well, Corporate Solutions operates within a very competitive landscape. So we are very, very mindful of our clients and what they expect in terms of the service versus the price and the value that we provide to them. We did make some small pricing changes at the beginning of the year, as we have the right to do under our contracts. But it's not something where we could make wholesale pricing moves and not expect client reactions. So we manage that very, very carefully. And again, it is a highly competitive space. Within Market Tech, we have longstanding relationships with our clients and long-dated contracts with our clients. And so, again, it's not something where we can make kind of changes in pricing year-over-year or anything like that, because it's just a very different kind of business. Most contracts are five years in length and some of them are three years, some are seven years, some are longer. But it's definitely – those things are all negotiated upfront and so it's not really a situation where we can make pricing moves like we can in other subscription products.
Robert Greifeld - Chief Executive Officer & Director:
And I would add then with the new products we are coming out with, we're re-imagining the support requirements in using technology to deliver a better customer experience with less manual support from Nasdaq. And that represents a good lever for us with respect to margin improvement.
Warren Gardiner - Evercore Group LLC:
Great. Thank you.
Operator:
Thank you. Our next question comes from the line of Robert Rutschow with CLSA. Your line is open.
Rob Rutschow - CLSA Americas LLC:
Hi. Good morning.
Robert Greifeld - Chief Executive Officer & Director:
How are you doing, Rob?
Rob Rutschow - CLSA Americas LLC:
Good. Thanks. I think most of my questions have been asked. Just one quick one. On Boardvantage, I think that had a high growth rate, maybe double-digits. Are you continuing to see that sort of growth rate in that segment and was that the main driver of the increase in Corporate Solutions revenue in the quarter? Thanks.
Adena T. Friedman - President & Chief Operating Officer:
Well, I think that the full-quarter impact of Marketwired plus the closing of the Boardvantage deal during the quarter were the two drivers of the increase in revenue for Corporate Solutions. But, yes, the board portal space and just the collaboration space in general tends to be a hybrid area for us. I would say that it's probably high-single digits, low-double digits is kind of the type of growth rate we've seen in those products and what Boardvantage and Directors Desk have been experiencing. So we definitely continue to see companies moving away from paper towards electronic solutions and realizing how critical it is to have a very, very highly secured solution because of the sensitivity of the information that they're sharing either across the management team or with the board, and that is continuing to drive great demand both in private companies and public companies for these types of services.
Rob Rutschow - CLSA Americas LLC:
Thank you.
Operator:
Thank you. And our final question for today is a follow-up from the line of Michael Carrier with Bank of America Merrill Lynch.
Sameer Murukutla - Bank of America Merrill Lynch:
Hey. Good morning, guys. This is actually Sameer. Mike had to jump off. Just a quick follow-up on the Index business. What drove the licensees lower given that the markets and the average markets are at highs?
Adena T. Friedman - President & Chief Operating Officer:
Well, actually so it depends on the index value. So, primarily, the index values did have a decline in the quarter, and based on things like Brexit and other thing that drove different indexes down. And so, yeah, it's an average across a lot of different index products, a lot of different ETFs. So I think that it's definitely a beta much more and there really wasn't a lot of alpha headwinds. It's really just a beta headwind with large market valuations.
Robert Greifeld - Chief Executive Officer & Director:
That's right.
Sameer Murukutla - Bank of America Merrill Lynch:
Thank you.
Operator:
Thank you. And that does conclude today's Q&A portion of the call. I'd like to turn it back over to Bob Greifeld for any closing remarks.
Robert Greifeld - Chief Executive Officer & Director:
Thank you. Well, I want to appreciate everybody joining us with this call today. An outstanding quarter for Nasdaq, and as I referenced in my prepared remarks, most importantly, on a forward-looking basis we're doing the right things to continue this progress. As a final note, Ron, again, you've been with me every day since I got here. It's been much appreciated...
Ronald Hassen - Finance Controller & Senior Vice President, Principal Accounting Officer, NASDAQ OMX Group, Inc.:
Thank you.
Robert Greifeld - Chief Executive Officer & Director:
...and you'll be much missed. So, thank you. Let's give him a round of applause.
Operator:
Ladies and gentlemen, thank you for participating in today's conference. This does conclude today's program. You may all disconnect. Everyone, have a great day.
Executives:
Ed Ditmire – Vice President-Investor Relations Bob Greifeld – Chief Executive Officer Ron Hassen – Interim Chief Financial Officer Adena Friedman – Chief Operating Officer and President
Analysts:
Richard Repetto – Sandler O'Neill Ashley Serrao – Credit Suisse Kyle Voigt – KBW Chris Alan – Buckingham Mike Carrier – Bank of America Alex Kramm – UBS Brian Bedell – Deutsche Bank Chris Harris – Wells Fargo Ken Hill – Barclays Andrew Bond – RBC Capital Markets
Operator:
Good day, ladies and gentlemen, and welcome to the Nasdaq First Quarter 2016 Results Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions will follow at that time. [Operator Instructions] As a reminder, today's conference call is being recorded. I would now like to turn the conference over to Mr. Ed Ditmire, Vice President of Investor Relations. Please go ahead, sir.
Ed Ditmire:
Good morning, everyone, and thank you for joining us today to discuss Nasdaq's first quarter 2016 earnings results. On the line are Bob Greifeld, our CEO; Ron Hassen, our Interim CFO; our Chief Operating Officer and President, Adena Friedman; President, Hans-Ole Jochumsen; Ed Knight, our General Counsel; and other members of the management team. After prepared remarks, we'll open up to Q&A. The press release and presentation are on our website. We intend to use the website as a means of disclosing material, non-public information and complying with disclosure obligations under SEC Regulation FD. I'd like to remind you that certain statements in this presentation and during Q&A may relate to future events and expectations and, as such, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. Information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press release and periodic reports filed with the SEC. I now will turn the call over to Bob.
Bob Greifeld:
Thank you, Ed. Good morning, everyone, and thank you for joining us today to discuss Nasdaq's record first quarter 2016 results. First, I want to thank those of you that attended our recent Investor Day. I hope you found it beneficial in your understanding of our mission and our strategy. Among the themes we highlighted during this day was we are an apply technology company at our core, our spirit of innovation and how that lays the foundation for our growth, our resiliency for both our customers and for shareholders, and our drive to generate attractive returns for our shareholders. I will update everyone on how this quarter reinforces those themes later in my remarks. Regarding generating attractive results for shareholders, we're also clearly detailed – we have also clearly detailed the opportunity we have to consistently deliver strong returns. So in keeping with that theme, I can't think of a more compelling way to start than in the context of record quarter results we delivered, and how it indicates, how our model is performing. In the first quarter of 2016 on a non-GAAP basis compared to the prior year, organic net revenue growth was a solid 4%. Our operating income grew 8% due in large for to a strong operating leverage. And then, largely due to the impact of capital deployment over the last year, our diluted EPS grew to a more impressive 14%. Adding in the dividend, which we've recently announced had been raised, and an approximate 2% yield, the total shareholder return, assuming constant valuation was around 16%. Now, we certainly know the source that always align every quarter, but we do know our strong organic growth prospects, our operating leverage and our discipline around capital positions us to deliver strong returns to shareholders. Non-GAAP diluted EPS reached an all-time high of $0.91 and non-GAAP operating income and net income both were records at $254 million and $153 million respectively. During Investor Day, we also said that at NASDAQ our fundamental mission first and foremost is to serve our customers. We accomplished this through an intensive engagement and feedback with these customers. We see our success based on the four core principles
Ron Hassen:
Thank you, Bob. Good morning, everyone, and thanks for joining us today. My commentary will focus on non-GAAP results, reconciliations of GAAP to non-GAAP results can be found in the attachments to our press release, and in the presentation that's available on our website at ir.nasdaq.com. I will start by reviewing first quarter revenue performance relative to the prior year quarter as shown on page three of the presentation. The 5% or $27 million increase in reported net revenue of $534 million consisted of organic growth and market services net revenue of $12 million or 6%, resulting principally from higher cash equity and access revenues. Organic growth and non-trading Information Services, Technology Solutions and Listing Services segments totaled $7 million or 2% due to the growth in Listings and Information Services. In addition there was a – there was $10 million in revenue from recently completed acquisitions of Marketwired, Chi-X Canada plus one additional month in the first quarter of 2016 from DWA, while year-over-year change in FX rates, reduced revenue by $2 million. I am now going to go over some highlights within each of our reporting segments, all comparisons will be for the prior year period unless otherwise noted. Information services on page 5 saw a $5 million or 4% organic increase plus a $4 million increase related to DWA and Chi-X Canada acquisitions, reduced by a $1 million FX impact. Market data revenues saw $4 million or 4% organic increase reflecting revenue growth in index data and proprietary products. Index licensing and service – and services saw $1 million or 4% organic increase reflecting growth in DWA. Technology solutions shown on page 6 saw a $4 million or 3% increase in revenue, including four main contribution from the acquisition of Marketwired. The operating margin was 12%, up from 11% in the prior year period. We continue to have confidence and reaching on medium-term objective and expect further progress as we move through 2016. Corporate solutions saw $1 million or 1% organic decline as shown in the record – as growth in directed test was more than offset by declines in multimedia. Repeating what we said at the recent Investor Day, we continue to believe we are on the path to return to organic revenue growth in corporate solutions, but would expect that in the second half of 2016 at the earliest. Market technology revenues saw a $1 million or 2% organic increase due to organic growth in surveillance products. New order intake was $22 million in the first quarter and the period end backlog finished at $783 million, up 8% year-over-year and they were a all-time record of $788 million set in the fourth quarter of 2015. Listing Services, on Page 7 saw a $2 million or 3% organic increase in revenues, driven primarily by increase in the number of listed companies. Operating margin of 42% was down from 44% in the prior year period – prior year quarter. Market Services on Page 8, saw a $12 million or 6% organic increase in net revenues plus a $2 million increase due to the acquisition of Chi-X Canada reduced by $1 million FX impact. Operating margin increased to 56% from 54% in the prior year period. Equity Derivatives trading and clearing net revenue achieved a 4% organic growth primarily due to the higher U.S. industry trading volumes and higher U.S. average net capture partially offset by lower U.S. market share. Cash equities trading net revenues saw a 17% organic increase due to the higher cash equity in net capture and increased industry volumes, partially offset by modestly lower market shares. Fixed Income, Currency and Commodities trading and clearing net revenues saw 17% organic decline from the prior year, principally due to an FX related trading incentives and lower U.S. treasury volumes, partially offset by growth in European fixed income and commodities trading. Access and Broker Services saw a 7% organic revenue increase due to the increase in customer demand for network connectivity. Turning to Page 9 to review expenses. Non-GAAP operating expenses increased $5 million on an organic basis or 2% increase due to $6 million – and $6 million due to DWA, Marketwired and Chi-X Canada acquisitions, partially offset by $3 million in FX impact resulting in an $8 million or 3% reported increase. Turn to Slide 11. Our revised 2016 non-GAAP operating expense guidance is $1,180 million to $1,230 million versus the previous $1,110 million to $1,160 million. The core expense guidance is unchanged, but we are updating it to include the impact of closed Chi-X Canada and Marketwired acquisitions as well as board advantage acquisition, which we expect to close in the next week, which we collectively are expected to add $70 million of expense in 2016, including $5 million that was already included in the first quarter of this year. The expense guidance does not include the impact of our pending acquisition of ISC, but we look forward to updating you on its impact after it has closed. Non-GAAP operating income in the first quarter increased 6% on an organic basis and 8% in total. Non-GAAP operating margin came in at 48%, up from 46% in the prior year period and primarily reflect in the margin improvement of our market service business – market service business, net interest expense was $27 million in the first quarter, unchanged from the prior year period. Other non-operating income came to $3 million in the first quarter, this income primarily represents our portion of income and losses from certain investment interest such as our equity interest in OCC, EuroCCP and TOM. Going forward including the pickup from the incremental equity and OCC that will occur when we close ISC, we expect other operating income to range between $1 million to $2 million per quarter for the foreseeable future. Non-GAAP effective tax rate for the first quarter was 33.5% and was within our guidance. Non-GAAP net income was a record of $153 million or $0.91 per diluted share, compared to $138 million or $0.80 per diluted share in the first quarter 2015. Now moving on to cash flow and capital. Please turn to Slide 13. During the quarter, we repurchased $29 million in stock – in stock and through dividends we repurchased as we returned $70 million in capital to the shareholders. Additionally during the quarter, we announced a 28% increase in our quarterly dividend to $0.32, and NASDAQ's Board of Directors authorized an additional $370 million in share repurchases, bringing the total remaining value authorized to $500 million. This authorization is expected to be used primarily to offset share issuance such as employee share-based equity plans and as such we expect its utilization to be over a multiyear period. Thank you for your time and I'll turn the floor back over to Bob.
Bob Greifeld:
Thank you, everybody. And we are ready for questions, right. Operator, can you please open the line for Q&A.
Operator:
Absolutely. [Operator Instructions] And our first question comes from Richard Repetto of Sandler O'Neill. Your line is now open.
Richard Repetto:
Yes. Good morning, Bob. Good morning, Ron. And congrats on the record earnings quarter, Bob.
Bob Greifeld:
Thank you, appreciate it.
Richard Repetto:
I guess, the first question is just a technical question. On the increased expense guidance, Ron, it just seems we – it feels like $70 million is probably the right number, but when do we get any of the $60 million in synergies, is the synergies I guess baked into that as well?
Bob Greifeld:
Right now and for 2016, Rich, we're seeing very little synergies and it's really going to happen really in 2017 and 2018, the $60 million that we actually disclosed to you during Investor Day. So, there is no synergies really in that number at this stage.
Richard Repetto:
Okay. Okay. And then, I guess, my one follow-up would be for Bob, yesterday they had the EMSAC, the Equity Market Structure Advisory Committee and, I guess, two things that look relevant to NASDAQ would be the proposal for the cap on access fees. I know you done your test, but just any comments color on that and then also, I guess, they're outlined for propose on SRO liability sort of limiting the liability to certain areas, as well as they even propose, I think the idea of capital being retained at the exchange for that liability. So, I guess thoughts on those things that occurred yesterday at the equity market structure advisory committee.
Bob Greifeld:
Yes, Rich. The first thing I do is put that committee in context in that it's a prelude, and it has no official standing in the process. So whatever recommendations come out of that may or may not be put out for comment and review. And as you know, the comment review process is long and difficult by itself. So this is just very early stage with everything. And as you know that, we think the committee is not formed in a proper way, and it's a strange and curious situation where the two listing exchanges not part of that committee. And I think that in some very significant way diminishes the authority of the committee even though it doesn't have an official position. So, we'll digest what they've said, and then we'll comment either through the official period or depending on what makes it true or we'll comment now. So, we're working with it. So, with respect to the access fee, as you know when you reference, we try that – we try that by ourselves, and clearly it has to be coordinated effort by the industry. So, we need to study the details but clearly we are aligned with that in concept with respect to immunities and Mr. Nights here to helping out, but understand the immunities are really a core issue more so than a commission issue at that point in time.
Ron Hassen:
And the preliminary recommendations of subcommittee, there was none on immunity.
Richard Repetto:
Right.
Ron Hassen:
And I want to emphasize a point Bob was making. The sub-committee's recommendation, the next step is for the full committee to consider them. Then they go to the staff of the SEC.
Richard Repetto:
Right.
Ron Hassen:
The SEC has – staff has to decide what it recommends. Then it goes to the commission, the commission have to decide what it recommends. Then it goes to the public, and it goes to a process of public comments and the evidence in that comment period has to support the conclusions where there is the potential of court review. So there are many steps in this process.
Bob Greifeld:
Right. So, I've said before that the pace of the SEC could be described as glacial it's important to recognize this is before we even get to the SEC and they're also will be a change of administration both in the Whitehouse and at the SEC probably in the not too distant future. So, it's hard to predict what's going to be happening which is will be at a very slow pace.
Richard Repetto:
Got it. Thank you. And I totally agree with you on that sort of, what you call peculiar makeup of the committee. Thanks.
Operator:
Thank you. And our next question comes from Ashley Serrao of Credit Suisse. Your line is now open.
Ashley Serrao:
Good morning.
Bob Greifeld:
Good morning.
Ashley Serrao:
So, I guess first question just on Corporate Solutions. With respect to the rollout of our insight, how'd you're making progress on the client conversions, but more curious about the competitive landscape, how our rivals responding and but even manage attracting newer clients to the offering?
Adena Friedman:
Hi, this is Adena. Yes, we have been able to attract new clients into the offering and our sales pipeline is picking up quite nicely, particularly as we go into the second quarter because we had to get the system launched and then we had to start to show it to all the clients and it's easier to sell the product once it's in full production and you can really show it in all of its glory. So we are definitely seeing an increase in the sales pipeline as well as sales as well as competitive wins and we definitely see that picking up as we get into the second quarter.
Ashley Serrao:
Okay. And just another question on Corporate Solutions, I guess MMS or multimedia solutions has been a drag now for many quarters. Just curious if there is anything you can do to either improve the margin profile of that business or even if you consider that a core offering today?
Adena Friedman:
I think that the multimedia solutions business which really our webcasting business. As we mentioned at Investor Day has created some short-term challenges and we are working through with the partner to continue to look at enhancing our offering and we continue to look at how we offer the product in terms of pricing and service. So we are working through those issues and we will continue to update people as we progress.
Ashley Serrao:
Okay. Thanks for taking my questions.
Operator:
Thank you. And our next question comes from Kyle Voigt of KBW. Your line is now open.
Kyle Voigt:
Hi. Thanks for taking my questions. Good morning.
Bob Greifeld:
How are you doing, Kyle?
Kyle Voigt:
Good. So I guess the first question I'm going to ask on NFX, seems like you've been making some good progress there. But I believe some of the trading incentives were going to be eliminated for certain products shortly. So can you just give us an update on the timing there and remind us which products you expect to wind down the incentives for first? Thanks.
Bob Greifeld:
Well, I'd say two things, one, there will always be some level of market maker incentive involved with NFX and other efforts in the space. But I think it's important to note as I said in my prepared comments on May 1, we will start charging early days some normal report by charging for those products, where we basically have double digit market share. And it's important to recognize that these charges have been done in direct consultation with our market committee and has broad support from the customers that now is the time to move along with that. So, as I said in my comments, we are in active engagement with our customers across a wide range of our businesses and it's nowhere more true than in NFX, where we have strong customer support, strong customer support for what we're doing and actually start the charging on May 1.
Kyle Voigt:
Okay and then just a follow-up would be on the debt financing for ISC and some of the other acquisitions. So, there are some headlines that came across just suggesting that you're planning to issue a euro denominated bond. Can you just give us an update on the financing plans and whether this has changed the outlook for a 4% to 5% interest rate on the new debt? Thanks.
Ron Hassen:
Yes it’s a great question. Yes, we are definitely looking into the both the euro market as well as the U.S. market. And as I mentioned to you at Investor Day, we're looking between a seven-year and ten-year, or actually a five-year and a ten-year offering. And as I indicated 4% to 5%, I would guide you closer to the low end of that in terms of an interest rate, since the euro market looks very favorable at this point.
Kyle Voigt:
Okay. Thanks, Ron.
Ron Hassen:
Yes.
Operator:
Thank you. And our next question comes from Chris Allen of Buckingham. Your line is now open.
Chris Allen:
Good morning, everybody.
Bob Greifeld:
Chris, good to have you back.
Chris Allen:
Thanks. Appreciate it. I appreciate the updated expense guidance up for the deals. I'm just wondering, if you could give us any color in terms of what the – if the deals had closed this quarter – be in the quarter what the revenue run rate would have been. I know you gave us a little bit on the kiosks [ph] kind of $2 million [indiscernible] full quarter, and if we included board event?
Bob Greifeld:
Well, the first thing I would say with ISE is, we didn't expect to get the approval so soon. So I know, I've not spend a second thinking about what the revere would look like. And if we close this deal at the very end of June, I think that would be beyond our most optimistic thoughts, as we announced the deal.
Chris Allen:
Okay.
Bob Greifeld:
So, I don't have anything here.
Adena Friedman:
I think also, on Investor Day, we did provide you some disclosures of the impact of the acquisitions. And for the two conversations on acquisitions the revenues tend to be relatively stable quarter-over-quarter. So you can take some of our annualized impact and understand what would be impact would be for an individual quarter.
Bob Greifeld:
If we just go back to Investor Day – we gave you guidance for the Corporate Solutions to acquisitions to be $85 million, so it's more or less in line year-to-year.
Chris Allen:
Got it. So still stable with that the guidance you gave at the investor.
Bob Greifeld:
Yes, yes.
Chris Allen:
Okay. And then, just on the order backlog within market technology, I think, you said it was a record quarter in surveillance. But it is obviously is one of the lowest order in takes, we’ve seen in a while, rather could be pretty lumpy. Any like, how do we think about the order intake that current backlog and kind of what you are working on in terms of new sales there?
Adena Friedman:
Sure. Well, I think it's very important to note that the fourth quarter was an extraordinarily strong quarter for us, in terms of closing new sales across the entire business be wise SMARTS and the core market tech business. And generally what happens is you go through a really big push at the end of the year and the first quarter tends to be a little bit slower, this one was, we had extraordinarily strong end of the year and so our first quarter has been a little bit slower. But we definitely see a very strong sales pipeline frankly across the entire market technology franchise. So, we have no concerns over the overall strength and growth potential of the business.
Chris Allen:
Great. Thanks a lot.
Operator:
Thank you. And our next question comes from Mike Carrier of Bank of America. Your line is now open.
Mike Carrier:
Thanks guys.
Bob Greifeld:
How are you doing, Mike?
Mike Carrier:
Good. Bob, just wanted to get your take like when I look at the growth that you guys have put up particularly on the non-transaction side, it’s been healthy when you look over the past call it five quarters, six quarters. It always seems like the first quarter, even though there’s seasonality, even on a year-over-year basis, it tends to look little bit weaker. Just wanted to get your take, is there something in the business that causes that and then you get kind of the resurgence throughout the year and that we should kind of expect on an ongoing basis? Or is there certain things like this quarter that kind of weight on that growth rate versus what we've been seeing in the past two few quarters?
Bob Greifeld:
Well, I would say this. Once we get into the software and services business, it does bring me back to my days of as a software entrepreneur or as at SunGard, where the fourth quarter is the big push and then the first quarter is always weak. So I think with the business models we have, we're not going to have that fourth quarter boom and boss, but we will definitely see seasonality effects on a consistent basis.
Mike Carrier:
Okay. It's helpful. And then Ron, just two things, just wanted to get your take and I know this is going to be somewhat quite too long out there in terms of timeline, but when you think about those synergies that you mentioned in 2017 and 2018, just wondering to try to quantify that without giving maybe expense guidance for 2017 or 2018, which is why I want to make sure we have those, when we start thinking out for like the 2017 expense growth? And then also just cash use. So when we think about capital deployment, just what we should be thinking about in terms of the debt pay down versus, what I would call more core for you like buybacks and M&A?
Ron Hassen:
Yes. So, in terms of synergies, we're looking really at a 18-month horizon in terms of the $60 million that we’re looking at in terms of majority of it anyway. In terms of the buybacks and the deleveraging, I think we mentioned this before it’s going to be more of balance approach. We want to get down to the mid two and half level, and it's going to be 18 months to 24 months before we get there. So buybacks look to continue to happen as I said in my prepared remarks, its more or less going to offset the natural dilution that we have in the share count that we have, and we're really going to focus on deleveraging getting us back to two and half times leverage.
Mike Carrier:
Okay.
Bob Greifeld:
I would add two things. I would add two things to that. One with respect to the synergy realization, I don’t think the management team is completely baked in terms of what the plan is, I think you'll find more details from us in the quarters to come, we're definitely just happy to be closing these deals sooner than we thought, and obviously we haven't closed ISCA [ph] yet. So, we have some more work to do there. And with respect to the buybacks in addition to maintaining the share count, we would look to do buybacks on an opportunistic basis, as we've done in the past and we've been successful at making sure that we see value, in the stock that we’re more aggressive rather than less.
Mike Carrier:
All right. Thanks a lot.
Operator:
Thank you. And our next question comes from Alex Kramm of UBS. Your line is now open.
Alex Kramm:
Yes, hey, good morning, everyone. Wanted to just ask again about the excess services increase, I think, Ron mentioned, I think it increase in network demand. Can you flush it out a little bit more, it seems like the trading space has actually grown much slower in terms of new users? So is that pricing or do you actually see with increase volume that people want more bands with or are there actually new people connecting?
Ron Hassen:
I think all the above. But, if I was to highlight one factor, we have certainly had success with our microwave offering.
Alex Kramm:
Okay.
Ron Hassen:
And that was probably the strongest single contributor to a very strong first quarter.
Alex Kramm:
All right. Great. And then just secondly, just circling back to NFX, obviously yes the incentives coming off and so forth, but I think in the past just given some color in terms of the user base and also maybe how open interest is looking. So any particular color like who are the 70 people that are trading? Are you getting some of the commercial users to sign-up? And also how does your open interest can compare to what you see at the incumbents that [indiscernible] is. Any differences there that make us believe this is more sustainable than maybe some of the other initiatives that you had in the past? Thank you.
Ron Hassen:
Well, I would say one. By definition, open interest shows that you're building an asset over time, and to get to 800,000 contracts in open interest, I think is certainly remarkable. 100,000 contracts we’re very proud of is daily activity, but 800,000 of open interest and as I said in my prepared remarks compared to basically the biggest complex at OCC were 40% of the volume and obviously biggest features have been around for a lot longer period of time than that. So, still early days, but certainly more progress than we have planned for at this particular point in time. With respect to the first party of question, when you have 70 participants that has to represent the broad spectrum of the marketplace we’re averaging now in the high 40s on a daily day, with respect to number of participants. So, we feel very good about that. So, beyond the investment banks and beyond the market makers, we certainly see what we call the naturals coming in to the marketplace. And we're obviously a big story within that marketplace, we're too big to hide everybody is aware of it, everybody is aware of the liquidity and particularly the products we have where we’re at double-digit market share on a daily basis.
Alex Kramm:
All right. Helpful. Thank you.
Operator:
Thank you. And our next question comes from Brian Bedell of Deutsche Bank. Your line is now open.
Brian Bedell:
Great thanks for taking my question. Maybe just a focus on the Market Technology segment, question for Adena on the Corporate Solutions part. If you can just flush out it, I think, there was also some, you did mention in Investor Day, some reduced pricing for some of the energy clients also being a headwind to that revenue stream, and then if you can talk about the progress towards the 20% op margin goal for the Market Technology segment, I know, obviously it's depressed in 1Q, but if we’re still on track for that for full year 2016?
Adena Friedman:
Well, I think, that the – seeking the first question with regard to energy clients. As a general matter, we're seeing some M&A and what we would say, working with some of our energy clients to make sure that they retain their service what that they may, we might reprice it, and the short-term can make sure that they can continue to afford our service while they are working through some of their own business challenges, that is creating some level of headwinds. So, both M&A and that kind of activity in the Investor Relation segment of our Corporate Solution. But we want to make sure that we continue to work with our clients. We are very focused on that and we will continue to do that while we also grow through new clients and other things. So it's definitely a mixed story right now in terms of finding new clients, upgrading our clients, adding users to existing clients, at the same time, working through some challenge sectors and managing through a lot of M&A activity amongst some of our clients. And with regard to the second question, as we've said before it's multi-year outlook for the business to achieve a 20% run rate margin across technology solutions, which includes market technology and corporate solutions and we continue to be on track with that and we discussed that at Investor Day and we continue to see that as an achievable goal for us.
Ron Hassen:
And last but not least, I mean, the acquisitions are certainly going to help you achieve scale and hit the market goals.
Adena Friedman:
Absolutely.
Brian Bedell:
Right. And that's helpful for the second half, I would assume on this acquisition closed on segment. Yes, okay. And then just a quick follow-up on the – Bob or Ron, the EPS drag that you expect from NFX and NLX combined, I guess, maybe just in the first quarter here and then what you are expecting with the new pricing arrangements for the balance of the year – like a quarterly EPS track?
Ron Hassen:
The impact for NFX this quarter was $0.02 and NLX was $0.01.
Brian Bedell:
Okay. And do you expect that to improve with the new pricing dynamic over the next three quarters?
Bob Greifeld:
Yes. We think there’s going to be two different things happening as we get to the second half of the year. We will be charging on the NFX side and also I think our cost base with NLX will decline, so the $0.03 might go to $0.02, but you are in that kind of ballpark.
Brian Bedell:
Okay, great. Thanks for taking my question.
Operator:
Thank you. And our next question comes from Chris Harris of Wells Fargo. Your line is now open.
Chris Harris:
Hey. Thanks, guys. Just want to come back to the organic revenue growth and non-trading segments. I know we talked about the seasonality earlier, but if you guys think about the set up for the rest of the year, do you guys think you're going to be able to potentially hit your mid single-digit target? I know that's more of a longer term target, but I'm thinking specifically for 2016? And if you do feel comfortable with that where it's going to be the main drivers?
Bob Greifeld:
Yes. The thing I would start with this by saying that that is a target over a multi-year period of time and we're still in a building cycle, the way I look at it. We're certainly very excited with the rollout of IR insight. We're very excited about the integration of the acquisitions into the existing product sets, unless it's going to mean to our competitive positioning in the marketplace, market technology is on the cusp of a new product cycle, and certainly we see great opportunities in clearing enabled and enhanced by blockchain technology. So this is a multi-year goal. I personally don't think about 2015, 2016 in a given time period, but look at the trend line that we have and we feel very good about that.
Chris Harris:
Okay. Thank you.
Operator:
Thank you. And our next question comes from Ken Hill of Barclays. Your line is now open.
Ken Hill:
Hey, good morning, everyone.
Bob Greifeld:
How are you doing, Ken?
Ken Hill:
Doing great. Just a question then on the listing front. You guys had some pretty strong trends I think on the ETP business with 42% market share there. I was hoping if you could go through how you're seeing that market evolve for both the listing standpoint, maybe how you're differentiating yourself versus other exchanges out there as you guys compete for listings for exchange traded products going forward? And maybe what are the benefits that gives your business over time?
Bob Greifeld:
Yes. So let me start with the last part. And then I’ll let Adena answer part of it. It's important to recognize that with the ETP listing, it's not a great revenue opportunity for us, as bundle pricing across families and doesn't amount to a lot of money. Where the ETP market is interesting is if you happen to have one listed with you the trades actively. So clearly in this marketplaces, call it 10 that matter to the trading community, the others are good to have, we service our customers well with it, but not drivers of revenue in any significant way.
Adena Friedman:
Yes. In terms of our efforts to continue to be the lifting venue of choice for ETP is, we have the benefit of being able to offer the exchange trigger products visibility through the market side and other visibility programs that we have here, which makes it, so that we can differentiated from some of our competitors. The other thing that we do is we work with the lead market makers and the ETPs around our market maker quality program that also provide for some rebate program to the lead market makers in addition to working through an opportunity to provide some benefit to the issuers on that as well. And then we also, I think that we have this kind of full service approach, we are indexed ourselves, we understand what it takes to be successful exchange traded product. We leverage that expertise and we talk and we feel that we're very client focused around making sure the ETPs feel, they have the best possible market structure and market environment to trade their products. So, we're proud of what we can offer and that's obviously showing up in some really great success last year and this year.
Bob Greifeld:
Yes. So certainly first quarter is a great quarter for switches. And I think we have evolved our market structure to be sensitive to the particular needs of ETPs. I think you can see that trend line continue in the quarters to come where you'll have market structural enhancements just for these issuers.
Ken Hill:
Great. Thanks for my question.
Operator:
Thank you. And our next question comes from Andrew Bond of RBC Capital Markets. Your line is now open.
Andrew Bond:
Thank you. Good morning.
Bob Greifeld:
How you're doing?
Andrew Bond:
Good. Thanks. I want to get your thoughts on the U.S. cash equity markets, market volatility and volumes declined quite a bit from the beginning of the year. I mean, NASDAQ's market share is also continues to decline. Obviously, that's some of that is related to increase in volumes, but is there anything else driving the share declines from NASDAQ's market? Is there anything kind of strategic you wanted to do particularly as IEX becomes a national market soon, and DAX potentially gets more competitive given the recent IPO?
Bob Greifeld:
Yes. I would say this. As we said before, we're very focused on managing the balance between share and capture, and I think the team has done an outstanding job with that over the years. So at a given month or given quarter, the focus will change somewhat, but overall I think we have a good balance and it's important to recognize from a trading perspective we still by far and away run the largest venue on untamed sea and that's the point of intersection between us on the trading side and the listing side, so we're very comfortable with our positioning there.
Andrew Bond:
Okay, great. Thanks.
Operator:
Thank you. And our final question comes from the line of Alex Kramm of UBS. Your line is now open.
Alex Kramm:
Hey, thanks for squeezing me in for follow-up. Just a couple of things, one, Adena, did you actually give the net sales number in Corporate Solutions, maybe I missed that? And I have another question.
Adena Friedman:
We do not disclose net sales and we provide you with just revenue and expense results, and general trends.
Alex Kramm:
Okay. I think it was $3 million last quarter, so you've given in the past, I was just curious, be an update. But all right, anyways, second question, just on the Index business for second, this is more of bigger picture question like, obviously always highlighted the AUM there, but can actually break the segment, I know it’s a small segment like, how much of that business actually AUM from EPS? How much is the description revenues? And how much is derivatives trading fees? And can you give any general trends in terms of are you taking pricing on subscriptions, and any other color you can provide so we can model that piece better? Thanks.
Adena Friedman:
The data revenue associated with the Index business is in the data business. So, you will see that sitting in the data business. In terms of – and so in terms of just generally though on the Index business, we continue to see strong trends in overall demand for our products. We have had some market related headwinds within AUM, but the fact that of the matter is, we continue to see strong demand for this products, and that AUM has recovered quite nicely, as you we’ve gotten into the second quarter. In terms of – we don't breakout the revenue, in terms of how much is contributed to each, but we have seen strong trading activity in the first quarter. We also continue to see growth and demand and new product launches for our overall business, and continue to work very closely with the EPS sponsors to launch new products, which will drive further growth overtime.
Alex Kramm:
All right. Very good. Thanks again.
Bob Greifeld:
Okay. All right, well, thank you everybody for your time today, and certainly we're proud to deliver another record quarter for our shareholders or stakeholders. And as I liked to say, we do judge how we are doing relative to our position with our customers and beyond the financial metrics we just disclosed. The first quarter was another good quarter for us improving our competitive positioning with our customers and obviously that will determine our long-term financial success. So we're proud of hitting on both cylinders. We again thank you for your time and look forward to answering your questions in days and weeks to come. Thank you.
Operator:
Ladies and gentlemen, thank you for participating in today's conference. This does conclude the program and you may all disconnect. Have a great day, everyone.
Executives:
Edward P. Ditmire - VP-Investor Relations Robert Greifeld - CEO & Director Lee Shavel - CFO & EVP-Corporate Strategy Adena Friedman - COO and President Hans-Ole Jochumsen - President Ed Knight - General Counsel
Analysts:
Richard Repetto - Sandler O'Neill & Partners Michael Carrier - Bank of America Merrill Lynch Christopher Harris - Wells Fargo Securities Alex Cram - UBS Alex Blostein - Goldman Sachs Kenneth Hill - Barclays Capital Kyle Voigt - Keefe, Bruyette & Woods Vincent Hung - Autonomous Research Brian Bedell - Deutsche Bank Andrew Bond - RBC Capital Markets Kenneth Worthington - JPMorgan Robert Rutschow - CLSA Patrick O'Shaughnessy - Raymond James & Associates, Inc.
Operator:
Good day, ladies and gentlemen, and welcome to the NASDAQ Fourth Quarter 2015 Results Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions will be given at that time. [Operator Instructions] As a reminder, this conference call maybe recorded. I’d now like to turn the conference over to Ed Ditmire, Vice President, Investor Relations. You may begin.
Edward P. Ditmire:
Good morning, everyone, and thank you for joining us today to discuss NASDAQ's fourth quarter 2015 earnings results. On the line are Bob Greifeld, our CEO, Lee Shavel, CFO; our Chief Operating Officer and President, Adena Friedman; President, Hans-Ole Jochumsen; Ed Knight, our General Counsel; and other members of the management team. After prepared remarks, we'll open up to Q&A. The press release and presentation are on our Web site. We intend to use the Web site as a means of disclosing material, non-public information and complying with disclosure obligations under SEC Regulation FD. I'd like to remind you that certain statements in this presentation and during Q&A may relate to future events and expectations and as such constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. Information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press release and periodic reports filed with the SEC. I now will turn the call over to Bob.
Robert Greifeld:
Thank you, Ed. Good morning and thank you for joining us today to discuss NASDAQ's fourth quarter 2015 and full-year results. I will set a quick agenda for today’s call. I want to first review our strong fourth quarter results, then provide more color around how we will deliver for our customers and shareholders in the periods to come. And lastly, our esteemed CFO has decided to retire and we will discuss this more at the end of the prepared remarks before opening up to Q&A. Turning back now to our results. We are extremely pleased to deliver another record setting quarter and full-year 2015 results for our shareholders. This is highlighted by record net revenues and non-GAAP diluted earnings per share. Fourth quarter non-GAAP diluted EPS was up 10% year-over-year, despite a 4% FX headwind. The positive organic growth in net revenues, 5% year-over-year for the quarter and 4% for the year generated across this entire franchise suggests that we’re on the right path in terms of running our business well and delivering for our clients. Even more impressive was that our non-trading segments grew 8% for the quarter and 6% for the year. At the same time in 2015, we invested over $400 million in R&D initiatives, capital expenditures, and bolt-on acquisitions to support our future growth, but also returning a very significant amount of capital to our shareholders. But what is important to me is I believe this quarter really echoes our laser focus on our customers. And as I assess the competitive positioning of each of our businesses in the very diverse markets in which we compete, I’m again most proud that the vast majority of our businesses improved their competitive positioning during the quarter and the year, relative to their competitors and most importantly in meeting and anticipating our customers needs. Let me now give you a few highlights on the year and continued advancements of our strategic plan. Our foundational businesses, our cash equities and listing services on both sides of the Atlantic continued to perform at the highest levels. Combined revenues of $134 million this quarter were the highest since the first quarter of 2010 and saw a combined organic growth of 16% versus the prior year. While we continue to benefit today from the contributions of these businesses, I’m especially encouraged about how our broader portfolio which leverages these -- this foundation will benefit us in the periods to come. In our listing services segment, we continue to provide companies with an outstanding platform to access capital by leveraging our DNA as a financial technology provider. Let me give you a few examples. During the quarter, listing services achieved a 15% organic growth and record quarterly revenues, tapping a record setting year. We continue to demonstrate strong competitive leadership in the IPO market where we won an astounding 78% of all IPOs in the quarter and 73% for the full-year. Our proposition more and more is echoing favorably with companies who want to access the broad spectrum of solutions we offer and benefit from the visibility of our vibrant brand. To further underscore this, during the quarter we were the beneficiaries of several significant switches to our equity markets, including TD Ameritrade, T-Mobile and CSX. All in all we welcomed 27 switches during the year from our competitors with a combined market cap of around $90 billion. Our Nordic markets were also leading choice for IPOs in 2015 with 91 listing, raising over SEK54 billion. It was truly an outstanding performance, and as a result we had one of the strongest IPO markets, that’s certainly I can remember or in that regions history. Our product set, as you know is not limited to public companies. We’ve made considerable investments in developing our market for private companies. These companies are the very foundation of an echo system of innovation and economic growth. During the quarter, we continue to expand and develop our platform for private companies with strong organic growth in our customer base and we announced and closed the acquisition of SecondMarket. This further establishes NASDAQ private market as the leading provider of innovative, technology driven, efficient solutions for a secondary liquidity and equity management services and we’re thrilled to have added significant talent in quality customers that can benefit from our expanded offerings. NPM is a true innovation in a private company solution, and in the quarter we innovated upon that innovation with the deployment of blockchain technology. As compared to three day settlement in the public market, we settled, cleared, and moved the money in minutes in the private market. In technology circles, you frequently attempt to have your first release of a product be minimally viable. It is extraordinary that our first release of blockchain settlement in clearing is so substantially superior to what is been represented in the public market for over 50 years. In our market services segment, we’re creating more efficient trading opportunities where our clients needed most. In addition to relatively strong average capture, and healthy activity levels we saw during the fourth quarter, we also announced our agreement to acquire Chi-X Canada. Chi-X Canada is an ATS. It’s the number two player in the Canadian equity space, has exhibited strong trends in share and revenue growth, and has healthy profitability with margins broadly comparable to our business in the U.S. This transaction is expected to close in the first quarter of this year and we’re looking forward to working with Chi-X management team to integrate our organizations systems and offerings to further expand on their compelling offering to the Canadian market. Moving beyond our foundational equity trading and listings business, we saw encouraging performance across other businesses, including information services which grew 7% year-over-year on an organic basis. Further highlighting the tremendous value and in-depth intelligence these solutions provide our clients. On the index side, we saw a growth in both the Dorsey Wright SMART beta franchise, as well as our legacy index properties. Now moving to technology solution segment, we made equally strong progress to lever the power of the innovative technology we develop, use ourselves and make it available to clients. Market technology grew 16% year-on-year on an organic basis in part due to an exceptionally strong period for change request, while operationally achieving important milestone. The completion of a successful Phase 1 implementation of Borsa Istanbul, which included the launch of a new equity trading platform settlement in clearing solutions. This was one of the most complex and ambitious product deliveries by any exchange. It represents a great effort by both the team at NASDAQ and at Borsa Istanbul. We look forward to continuing to work towards the Phase 2 delivery milestone, including the launch of their new derivatives trading platform in the periods to come. We also experienced an exceptional quarter in terms of total order value, one of the highest ever, including new contracts for Genium INET Trading System for the Tel Aviv Stock Exchange, Genium INET for the Australian Exchange, and one of our larger order intakes ever for the SMARTS Trade Surveillance and several significant BUYs contracts. Our ambition is to do more for our clients in anticipating their needs, also continues to drive how we evaluate and invest and execute in new opportunities. In 2015, we made significant progress on this front and I want to highlight a few examples for you today. I mentioned NASDAQ private market in our continued progress. In 2015, we invested significantly in this platform both through internal initiatives and obviously the SecondMarket acquisition. Our secondary market transactions hit record levels in 2015. NASDAQ platforms facilitated over a 40 transactions worth over $1.6 billion. This represents a 33% increase from the previous year. As a result, NPM including the partial quarter impact of SecondMarket served over 107 private companies, up from 61 in 2014, a very strong performance. It is our job to make sure we push the limits of where our systems and technology can accomplish and as I mentioned leveraging our core DNA as the financial technology provider is fundamental to us. We see blockchain technology is having great potential to enable markets to operate more efficiently and is why we continue to explore ways we can harness its capabilities to benefit our clients. We -- in November, we announced that we’re exploring the application of blockchain technology to proxy voting in Estonia, and then application is currently in development, but we also expect to initiative more used cases in the short-term. We feel good about our position to lead new market innovation in this space and you will certainly hear more from us about our efforts in the months to come. Another significant investment we made during the year that highlights our commitment to our corporate clients was NASDAQ IR Insight. Here we’re advancing a technology platform created from the ground up to reshape the workflow and the productivity of our corporate offices. The full version of IR Insight was launched unscheduled and made available to our customers just a few weeks ago. Early feedback from new users has been very encouraging, citing its clear and easy to use interface. It’s a huge step forward in terms of productivity and how well it stacks up to competing offerings. Already in the first few weeks we’ve seen incremental sales wins across all three global regions, including first time customer wins, some from competitors as well as existing customers adding new users. Some new sales have also come bundled with wins in other corporate solution products, affirming how IR Insight can accelerate growth into other products, because its core architecture was designed to support cross product functionality. Early days, but very encouraging. We’ve made other key investments in the last year in our other core franchises as well, including our information services segment. We accelerated our path to become one of the leading SMART beta index providers through the acquisition and integration of Dorsey Wright at the beginning of the year and our partnership with First Trust opened the door for the AlphaDEX family of indexes to switch to NASDAQ. In addition, we launched 56 new exchange traded products linked to NASDAQ indices which along with growth in our existing product, helped AUM grow in products tracking our indices by 15% in 2015. We will never stop seeking ways where we can bring efficiency, scale and benefits for our training customers. In 2015, we launched NFX, a bold execution of this strategy. We had begun laying the ground work for this over two years ago, inspired by our desire to provide market participants with a more efficient and cost effective solution in the energy derivative space. Now in its six month of operation, a wide section of the trading community is using our platform with over 90 firms executing transactions on it thus far. Just last week we hit the six month anniversary. We’ve traded 4.3 million contracts over that time and we achieved a new milestone with open interest, crossing 500,000 contracts for the first time just this week. We are encouraged by the progress we’re making in the energy and commodity space, while broadening our product offerings in ways that lever our core technology assets and deep customer relationships. So far I’ve highlighted the various ways our core businesses are growing through our client focus, ability to execute and the investments we’re making in our future. When we look at the prongs of our strategy and ability to execute well, our disciplined used of capital plays a significant role in our ability to deliver strong returns to our shareholders. As I’ve highlighted throughout my remarks, however, we believe our future is determined in our ability to challenge the status quo and making sure the investments we make are not only strategic, but also yield attractive return. I am pleased to report that in 2015 we have invested a number of R&D initiatives like NFX, complimentary acquisitions like Dorsey Wright & Associates, and SecondMarket, as well as the pending closer of acquisition of Chi-X Canada. In combination with our second highest CapEx total in history, a total of over $400 investment was made for our future, while still returning a very material amount of capital to our shareholders. Now, I’d like to spend a little bit on some of the key opportunities in areas of focus for us in 2016. At NASDAQ we’re never afraid to look inward of how -- inward at how we do things to make sure we’re organized, and structured in a way that enables us to lever all our assets to deliver for our clients. I think the creation of the role of a COO and appointment of Adena Friedman to this position which we announced in the fourth quarter, certainly is at the heart of this philosophy and we're looking forward to her contributions. We believe the underlying economic trends in the geographies where we operate are healthy, but we also realize the world is more globally interconnected than ever before. Our model and business mix provides us with a number of ways to not only respond to these trends, but to develop new opportunities in lockstep with our clients. At the same time, our model ensures we see direct and immediate revenue benefit and operating leverage from elevated volumes. In closing, this year really points to the fact that our business model is incredibly sound. We are anticipating the needs of our clients better than ever, which is really driving our ability to deliver meaningful long-term growth across this franchise. It was a great quarter and a great year. I would like to thank again the NASDAQ team and I look forward to working with them to take our business even further in the months ahead. And with that, I'd like to turn the call over to Lee.
Lee Shavel:
Thanks, Bob. Good morning, everyone, and thanks for joining us today. My commentary will focus on our non-GAAP results. Reconciliations to GAAP to non-GAAP results can be found in the attachments to our press release and in the presentation that's available on our Web site at ir.nasdaq.com. I want to start off as I did the last few quarters by highlighting the impact the stronger dollar had on our year-over-year results. Excluding the impact of FX, our net revenues would have been up $37 million or 7% from the prior year and operating income would have been up $21 million or 9%. I'll start by reviewing fourth quarter revenue performance related to the prior year quarter as shown on Page 3 of the presentation. The 4% or $19 million increase in reported revenue of $536 million consisted of organic growth in the non-trading segments revenue of $26 million or 8% due to growth in listings, information services and market technology, plus $9 million in revenues from the DWA acquisition reduced by a $10 million FX impact. Organic growth in market services net revenues of $2 million or 1%, resulting principally from higher cash equity revenues, reduced by an $8 million FX impact. And if we move to Page 4 in the presentation, we show how organic growth breaks down historically between the non-trading information services, technology solutions, and listing services segments, which collectively had 8% organic growth this quarter and the volume sensitive market services segment at 1% for the quarter. Looking at our full-year 2015 results, we’ve achieved 6% organic growth for our non-trading segments, around the upper end of our mid single-digit medium term guidance. And in market services we achieved 3% organic growth for the full-year 2015 continuing positive organic growth for the second straight year. I’m now going to go over some highlights within each of our reporting segments. All comparisons will be to the prior year period unless otherwise noted. Information services on Page 5 saw an $8 million or 7% organic increase, plus a $9 million increase from the DWA acquisition, reduced by a $3 million FX impact. Market data revenues saw a $7 million or 8% organic increase reflecting growth in tape plan and proprietary revenues. Index licensing and services saw a $1 million or 5% organic increase from higher listing revenue from asset-based fees, partially offset by volume declines in revenues tied to certain licensed derivative products. Technology solutions, as shown on Page 6, saw a $9 million or 6% organic revenue increase, reduced by a $5 million FX impact. The operating margin was 21%, up from 16% in the prior year period. For the full-year, technology solutions operating margin totaled 15%, a 200 basis point improvement year-over-year. We continue to have confidence in reaching our medium term objective and expect further progress as we move through 2016. Market technology revenue saw a $10 million or 16% organic increase due to organic growth in surveillance products and increases in change requests. New order intake was $116 million in the fourth quarter, our strongest quarter since the fourth quarter of 2014. And the period end backlog finished at an all-time record $788 million, up 10% year-over-year. Corporate solutions revenue saw a $1 million or 1% organic decline, as we continue to progress through the late stages of the integration and customer transitions from the acquisition of the Thomson Reuters corporate businesses. We continue to see improving momentum in the business, particularly with the fourth consecutive quarter of net positive subscription sales, which totaled $3 million in the fourth quarter of 2015, and the positive catalyst of the full IR Insight launched in 2016. Listing services, on Page 7, saw a $9 million or 15% organic increase in revenues, driven by pricing changes and an increase in the issuer base, reduced by $2 million of an FX impact. Operating margin of 41% was up from 38% in the prior year quarter. I note here that looking forward we expect a return to low single-digits listing revenue growth consistent with our medium term outlook as the impact of the January 2015 pricing changes is fully in the run rate. Market services, on Page 8, saw a $2 million or 1% organic increase in net revenues, reduced by an $8 million FX impact. Operating margin declined to 53% from 55% in the prior year period. Equity derivatives trading and clearing net revenues saw a 6% organic decline, primarily due to lower industry trading volumes, followed by lower U.S market share. Cash equities trading net revenues saw a 17% organic increase as higher cash equity net capture and increased industry volumes were partially offset by modestly lower market shares. Fixed income, currency and commodities trading and clearing net revenues saw a 24% organic decline from the prior year, principally due to volume-driven declines in U.S. fixed income followed by European energy. Access and broker services revenues saw a 3% organic revenue increase. Turning to Pages 9 and 14 to review the income statement and expenses, non-GAAP operating expenses increased $12 million on an organic basis or a 4% increase, and $4 million primarily due to the Dorsey Wright acquisition, partially offset by a $11 million in FX impact. The $285 million in fourth quarter of 2015 expenses put us at a full-year total of $1.114 billion, up 3% on an organic basis. Non-GAAP operating income in the fourth quarter rose 7% on an organic basis versus a 6% reported increase. Non-GAAP operating margin came in at 47%, up from 46% in the prior year period, reflecting the margin improvement of our listings and technology solutions business. Net interest expense was $27 million in the fourth quarter, an increase of $1 million versus prior year, mainly due to higher net debt. And the non-GAAP effective tax rate for the fourth quarter of 2015 was 33% and the full-year 2015 figure was 33.4% at the low end of our 33% to 35% tax rate guidance. Non-GAAP net income was $150 million or $0.89 per diluted share compared to $139 million or $0.81 per diluted share in the fourth quarter of 2014. The $0.08 increase in our non-GAAP EPS represents core organic EPS growth of 6%, $0.02 of growth due to acquisitions, $0.02 due to a lower share count and a $0.01 increase due to a lower effective tax rate in the quarter, partially offset by $0.03 impact -- negative $0.03 impact of changes in foreign exchange rates. Our 2016 non-GAAP operating expense guidance is $1.110 billion to $1.160 billion and the midpoint of our expense guidance corresponds to a 2% increase from 2015 non-GAAP operating expenses. The expense guidance does not yet include the impact of our acquisition of Chi-X Canada which we expect to close later in the first quarter of 2015. We also continue to expect our non-GAAP effective tax rate to be between 33% to 35% in 2016. Moving on to the balance sheet, cash flow, and capital, please turn to Slides 11 and 12. We repurchased 67 million in stock during the fourth quarter and through dividends and repurchases returned $526 million in capital to shareholders in 2015, accounting for more than 90% of non-GAAP net income. Now on to the last thing I wanted to cover in my prepared remarks today. After nearly five years here at NASDAQ and many more serving as an advisor to the Company and to the industry, I’ve decided to retire from my CFO position to accept an invitation to join the Board of a public company which will be announced later today. This is an opportunity for me to bring my experience to the Board level and develop another set of skills. I’m very grateful to NASDAQ and to both Bob and Adena, in particular, to have the opportunity to serve as its CFO and be a part of its leadership team. And I’m proud of what the Company has accomplished during my time here. I’ve learned a tremendous amount in the role and I’m grateful to all of my colleagues for their support and friendship. When I arrived I saw an opportunity to build on NASDAQ’s expense discipline with a complimentary capital discipline that has been critical to allocating the substantial cash flow we generate as effectively as possible. This discipline also supported our decision to initiate a regular dividend and significantly grow our payout ratio. We also streamlined our business line reporting, introduced segment profitability disclosure and initiated an organic growth outlook for our non-transactional segments, underscoring the Company’s confidence and the sustainable growth prospects of these businesses. I believe strongly all of these serve to make clear the quality of NASDAQ’s diverse portfolio. I feel emphatically that my departure comes at a time when NASDAQ’s financial position and accounting are in outstanding health, in step with the operations of a strong business portfolio. And I’m also confident that strong capital discipline has become embedded at NASDAQ and will be continued to be applied in all uses of capital. And if it isn’t I will be front and center at the next shareholders meeting to hold management accountable. Ron Hassen, NASDAQ’s Controller for the past 14 years will step into the role of CFO on an interim basis for the second time in his career and I will stay at the Company in March to support Ron and to insure a seamless transition of responsibilities. The Company has commenced a search for a permanent CFO replacement. I’d also like to say it’s been a truly rewarding experience getting to know the investors and analysts that covered, invested in and followed NASDAQ during my time here. I’ve learned an extraordinary amount from your diverse perspectives, tried to apply it where possible, and look forward to continuing our interaction during my remaining time here. So please don’t take this call as a final good bye. Thank you for your time and I’ll turn it back over to Bob.
Robert Greifeld:
Thank you, Lee. And I like to say two things. One, professionally the facts speak for themselves. Our stock was at $24.24 when Lee joined here and he has been a key part of the team to get us to where we’re today. So, us and the rest of NASDAQ and the investors on this call, we’re grateful for that service. And probably more importantly I would like to speak personally for one second and I think Rich Repetto and other analysts might remember back to the [technical difficulty] days, but I first met Lee when he was representing [indiscernible] and I was representing Brut [ph], I think we were both a lot younger back then, Lee. And then certainly when I came to NASDAQ Lee was our trusted advisor and he was the architect of the plan for us to separate from the NASD and become public and start the company we’re today. And all through that time, Lee has a certain unique can-do attitude about himself and its been that spirit that’s made it very enjoyable for us to work with him and certainly his contributions to our firm are permanent, and also the personal relationships we built with him will be something we enjoy for the rest of our days. So Lee, thank you for your service and let’s give him a round of applause. With that, we will take some very nice questions, right.
Edward P. Ditmire:
Operator, if you would please open-up the line for Q&A?
Operator:
[Operator Instructions] Our first question comes from the line of Richard Repetto of Sandler O'Neill. Your line is now open.
Richard Repetto:
Yes, good morning, Bob. Good morning, Lee and Adena.
Robert Greifeld:
How are you doing, Rich?
Richard Repetto:
Good, good. First, I do remember, Lee, prior -- even prior to his CFO position. It’s amazing the development and to watch him do the job that he has done. The multiple expansion and stark performance speak for itself. So, congrats, Lee. Anyway, so my first question has to do with the tech solutions, and Lee’s amended pre-tax margin there reached 21%. So I’m trying to see what’s sustainable and trying to maybe get a feel for the contribution that you think might be coming from NASDAQ IR Insight. It seems like you made progress there, but I just want to decipher what’s audit fees and what could be more sustainable?
Robert Greifeld:
That’s a detailed question. So Adena once you start, then Lee you can cover some of the details behind those.
Adena Friedman:
Sure. So, I think the first thing to recognize, Rick, as you know, is that the technology solutions business has some seasonality to it. So the fourth quarter is always has been and probably will always be the strongest quarter in the year. In the quarter, we did have very strong revenue from our change requests and our technology services business, as well as some new license sales and continued growth in SMART. And now on the corporate solutions side, we continue to have very good cost discipline and we had nice sales as well as people using our services in the fourth quarter where we can recognize revenues. So we definitely did have a strong underlying quarter. But on a full-year basis, you can see that we believe that our margins for that business in 2015 were 16% and we continue to make progress against that the 20% goal for full-year margin. But we still have some work to do and as we go into 2016, we see a few things of particular strength. Number one, we still have not yet recognized revenue from the Borsa Istanbul contract. So that will start to -- we will start to be able to recognize that as we continue to deliver on that contract. We also have continued growth in SMARTS, which will continue to drive on both top line revenue and margin expansion. And then in corporate solutions, the IR Insight rollout have just begun. We launched it two weeks ago. We already have about a 100 clients using the new product. We’ve clients calling us, asking us when they can get it migrated or rolled out. And we’ve a very full schedule in the months to come as we continue to roll out that new service. So we feel very good going into 2016 around the progress there. But we still have work to do to get to that full-year 20% margin goal.
Lee Shavel:
And so Rich, first of all thanks for your comment. I don’t really have anything to add to Adena’s comment on the margin. You did ask a question about audit revenue in the period, which relates not to technology solutions, but to the information services business. As we’ve typically disclosed, the audit revenue in the fourth quarter was $1.6 million and that compares to a year-ago where we had a reversal of about $300,000 of audit revenue. So there -- they contributed on a year-over-year basis as you know that audit revenue can be volatile quarter to -- what quarter-to-quarter or so that will give you some basis for comparison. And then on the technology solutions margin, as Adena indicated, I think we’re excited about two things. One, with the IR Insight launch, that clearly enables us to reach the final phase for us in limiting some of the expenses. You’re seeing some of the impact of the investment that we’ve made in the IR Insight platform in our depreciation and amortization. But to the upside will also be driven by success and revenue growth and as I indicted in the comments the net subscription sales and overall new sales of products in the corporate solution sector as a leading indicator and has been very positive and gives us confidence about making that continued progress against the goal in 2016.
Richard Repetto:
Okay. Thank you very much. Thanks to the correction there on the audit. I guess, the one follow-up would be for Bob, and on the Chi-X Canada acquisition. I think you said in the past that Canada was somewhat smaller market, its good to hear that the margins are so good at Chi-X Canada. But I’m just trying to see to get a little bit more color on the -- the revenue opportunity and so to the strategy there, Bob. I’d think is it more revenue than say expense story and just a little bit more behind the Chi-X.
Robert Greifeld:
Sure. Well, one it’s a classical play in the transaction business where there is an expense story in that there are two platforms, they both have common heritage I have to say. But there are two platforms that now will be consolidated down to one platform. So you’ve benefits there. We certainly also think that the Canadian market has opportunity in equity trading for us to grow both share and I think the market itself has some volume upside to it from where it is today. And we also see opportunities to broaden our franchise in Canada over time. So we start as an equity play, but we certainly will take a long march to broaden that into more of a full exchange type offering.
Richard Repetto:
Okay. Okay. Thank you very much.
Operator:
Thank you. And our next question comes from the line of Michael Carrier of Bank of America Merrill Lynch. Your line is now open.
Michael Carrier:
Thanks, guys. I just had two questions just on the non-transaction parts of the business. I think one is, just on the corporate solutions. It seems like ’15 was a year of repositioning, it sounds like the platform is in place. We just wanted to get a sense on, what you’re seeing maybe year-over-year on the customer demand on the platform, any other pricing issues. Just trying to get a sense when you think about ’16, ’17, where that business is headed?
Bob Greifeld:
Yes, I’ll let Adena, answer that question, but let me just start by saying, its exciting with IR Insight, and you have to realize that we started from a clean sheet of paper, and it’s the first time that that’s ever been done. When you look at the current competitors in the space, they have taken other products and repositioned it. So you see a dramatic improvement in the workflow and capabilities that we’re delivering to IR. So proud of the team for having conceived of and developed this thing on schedule, on budget and that was great to have it live. And Adena, will give you some feedback on that.
Adena Friedman:
Sure. Mike, in terms of looking at ’16 and ’17, I think the fact that we do feel some momentum both in sales and retention coming out of 2015 is a good indicator, so I look at it as the leading indicators into the forward quarters. And also the fact that we have been making investments not only in our IR Insight platform, but also in our PR platforms. So we continue to find opportunities for us to generate more sales opportunities for clients in both of those areas. The other, I think advancement we’re going to make as we go through ’16 and certainly into ’17 is starting to integrate our platforms together, in terms of capabilities to our clients. The IR Insight architecture is very flexible and allows us to basically share content across products and start to create more of an integrated experience for our clients. So we do think that, that will continue to drive demand for the services and also the potential for us to up-sell our clients and offering new content and services. So this is the start of, I see it as positive momentum in the business and in terms of having a really flexible and exciting new architecture as well as new capabilities to our customers. So that’s how I would look at 2016 and ’17, Mike.
Michael Carrier:
Okay. That’s helpful. And then, just quick follow-up on the index side. It seems like there’s been a lot of growth and I think just even for the overall industry a lot of demand for those types of products. Just when you think about pricing and how that business works; how should we think about like the underlying growth versus weaker markets maybe having a negative impact just because the assets are down. So, I know that’s a bit tough. But just in terms of how the pricing works for that business on the outlook?
Adena Friedman:
Sure. Well, generally the pricing for an index is contractual. And so when you establish the index ETF, with an ETF provider, you establish what the fee -- what fee the index provider is going to get from that product and that’s generally contractual over several years. So we don’t really have the ability to kind of fluctuate pricing year-over-year, and therefore there is a fair amount of beta that does start to occur once you launch an ETF in terms of the AUM growth, and sometimes some declines based on market performance. Generally speaking what we look at is, obviously we look at AUM, but we also look at TSO which is the total shares outstanding and that’s more an indication or core indication of the demand for the products from investors. So right now we’re seeing our TSO is holding steady as we’ve been dealing with the volatility in the markets. And so for us that means the underlying demand for the products is strong, and its just a matter of riding through some of these beta wins that come when we have market volatility. But the pricing, it tends to be fixed upon launching the product, Mike.
Michael Carrier:
Okay. That’s helpful. Thanks.
Operator:
Thank you. Our next question comes from the line of Chris Harris of Wells Fargo. Your line is now open.
Christopher Harris:
Thanks a lot. Your business has clearly changed quite a lot over the last 5 to 10 years, and we actually look back at the prior recession we had here in the U.S. And during that period of time, your non-trading revenues held up remarkably well, but again that business has changed quite a bit. I’m wondering, if you can give us some perspective on, if we go into a pretty severe or a recession scenario in the U.S. how would you expect those businesses to respond?
Robert Greifeld:
The first thing I want to say is, on the trading business, its important to recognize and we saw some of this in the fourth quarter and we are experiencing it in the first quarter, our business does well in volatile times. So, when you think about the trading businesses and people are worried about the fact you paid per transaction, it’s a remarkable resilient model. In normal times we do well and in difficult times we tend to do even better, and we experienced that in the first quarter. And as you correctly pointed out, we have 75% of the businesses recurring, and that recurring business tends to hold very steady through thick and thin. Obviously if you get into a prolonged recession then people have a longer time to rethink where they are. But there’s such a big shock absorber in the recurring businesses that we have. Adena, do you want to add to that?
Adena Friedman:
No, I think that we -- I think one of the great things about the NASDAQ portfolio of services is that, they -- we have resiliency built into the model. So, we do have the strength of volumes that can come in during volatile times, but of course there’s some little offset in terms of capital raising activity and the fact that we -- probably we will see a slower start to the year, for instance in IPOs. But, so we have kind of these nice resiliency measures in terms of looking at volatility. In terms of our prolonged recession and some of the new businesses, I think that in a prolonged recession we do work with our corporate solutions clients to makes sure we retail them and we may end up having some shorter term discussions with them on pricing, but then longer term we maintain them and they become very, very loyal clients to us. And then on the side of the market technology businesses or long-term contracts, generally fixed price, and we find that that is very resilient through all economic cycles.
Robert Greifeld:
We also disagree with the premise that a recession is coming. We think the economy will do just quite well.
Adena Friedman:
Yes.
Christopher Harris:
Okay. Great. Thank you very much.
Operator:
Thank you. Our next question comes from the line of Alex Cram of UBS. Your line is now open.
Alex Cram:
Hi, good morning everyone. Good to be back.
Robert Greifeld:
Good to have you back.
Lee Shavel:
It’s good to have you, Alex.
Alex Cram:
I hope lease retirement is not related to me covering the stock?
Robert Greifeld:
Lee came in and says Alex is back, I’m out.
Alex Cram:
Anyway, I actually just wanted to follow-up on Chris’s question from just now and in terms of the resiliency. So I guess the one question, the first of it is, are you actually, when you have discussion with your clients right now in market -- in the corporate solutions side also in market services, are you feeling any sort of push back, as people saying, like oh, this is crazy right now, leave me alone, I don’t have the sales discussion right now. And then secondly, what areas would you actually -- you mentioned corporate solutions Adena, in terms of pricing, but in terms of your financial services trading customers, do you feel any sort of potential for a slowdown?
Robert Greifeld:
But let me give the broad theme here. One, we identify ourselves as a technology company. We have development muscle that many if not all of our competitors cannot match. And we’re in the business of coming up with innovative product. Innovative product tends to be relatively immune to what we’re getting at with cycles, up or down. And Adena, referenced that in her comments where people are calling us up wanting to get on the delivery queue for the new product. So we certainly operate here saying, if we come up with an exciting product for our customers that they need that we’ll do well independent of a given cycle at a point in time.
Adena Friedman:
I also would point out, Alex we have almost 10,000 corporate clients worldwide. So it’s a very global business, and so every different sector that we represent it goes through cycles. But the fact of the matter is, it’s an incredibly broad base of clients and there are always clients who are growing, always. And so I think that, I think that we find that with a really great product set and a great set of capabilities, coupled with our team of experts in the advisory business and the ability for us to truly partner with them, we find that we do quite well across the business and we feel very good about it. I think that with market tech, I think that it’s again a partnership -- it’s a partnership construct honestly with all of our clients, and they continue to have needs to manage their volumes and to deal with new regulatory changes and to deal with new opportunities in their markets. And for those reasons we continue to do quite well in having very strong conversations with our clients.
Robert Greifeld:
And I’d just add something briefly here, Alex, its something that we experienced, particularly in the corporate solutions products, as technology products they help us operate more efficiently and that type of leverage when a company is under pressure from an expense standpoint is very valuable. And so we think that’s part of what contributes to the resilience of that particular revenue stream.
Adena Friedman:
I totally agree.
Alex Cram:
Great. Thank you. And then, just secondly, just quickly on capital returns, I don’t think that was brought up yet. But last year, I think you were opportunistic in the third quarter buying back a lot. So far this year’s markets have been choppy, but your stock has actually been a big out-performer. So just wondering, if you think about 2016, is a steady buyback expected or do you think there is opportunities to be a little bit more opportunistic here and there?
Robert Greifeld:
I would say this, we are certainly opportunistic, but that’s on a foundation of being steady, if that makes any sense to you. So we have a desire to be steady, but we’ll certainly lighten up when we think marketing additions warranted and get aggressive when it’s favorable.
Alex Cram:
All right. Very good. Thank you.
Operator:
Thank you. And our next question comes from the line of Alex Blostein of Goldman Sachs. Your line is now open.
Alex Blostein:
Hi, guys, good morning.
Robert Greifeld:
How are you doing, Alex?
Alex Blostein:
Very good, thanks. So a question for you on NFX. You highlighted pretty robust momentum out of the gate. Just curious if you can give us any break down between sell-side participation versus buy-side participation, any revenue figures you guys can point to and, I guess, more importantly, how much either in revenue or volumes you guys expect to do there to break profitability?
Robert Greifeld:
Yes. So I would say, first thing is we always judge our effectiveness first before we get to efficiency. So what that means here is we are certainly looking at non-financial metrics, and I think you got touched on a few of them. So I pay paid close attention to the number of participants that come in on a daily basis. So we were in the 20s through most of last year getting to the high 20s, now we’re getting to the high 30s of number of daily participants, that’s good. So we’re spreading through the community. We look for our progress in particular instruments. We look obviously at the overall scheme but we’re trying to focus on a couple of different instruments most notably nat gas options and to have double digit market share in that space, so we focused on that. We also look at the total number of contracts we trade. We look at the breakdown between trade reporting and central limit order book trading that’s done. And then last and probably most important is the open interest as I referred to, in my comment we had over half a million contracts of open interest which is well beyond what we thought we’d be at, at this stage of time. So increasing engagement from the community, increasing participation and we’re hitting all the metrics we need. With respect to a direct answer to your question, I think the financial metrics come to play in and around mid year going to the second half of this year, but right now we’d like to get to a higher average daily contract rate and obviously increase our market share in certain targeted products, but so far so good.
Alex Blostein:
Got it. And just a follow-up question for you guys around corporate solutions and that segment as a whole. The path to 20% that Adena and Lee, you guys mentioned, is that going to be a function at least in 2016 of expectation for revenue growth or some of the expenses kind of falling off as you migrate people from one platform to another, just kind of trying to think through the moving pieces of getting to that 20%?
Lee Shavel:
Alex, it’s really both. I think that, what we see -- we see margin upside both from continued elimination of some redundant expenses as well as revenue growth in the business as a whole with higher margin. So we’ll take it any which way we can, but I think both will be contributors here.
Alex Blostein:
Okay. Great. Thanks so much.
Operator:
Thank you. And our next question comes from the line of Ken Hill of Barclays. Your line is now open.
Kenneth Hill:
Hi, good morning everyone.
Robert Greifeld:
How are doing, Ken?
Kenneth Hill:
Doing really well. Thanks. I had a question on SMARTS, so that continues to be a nice business for you guys and it seems like you can grow that business from a few different angles. So I know you mentioned, you’ve got some new customers signing up like the Nigerian stock exchange, you’ve got some opportunity in China. And then I think also at the end of the year you had exchanges like the Abu Dhabi exchange which upgraded their technology. So as you kind of look at the different pieces there between new customers and customers who are going to potentially upgrade. Could you maybe size those type of markets and maybe talk about maybe what inning you’re in for each one?
Adena Friedman:
Sure. Thanks for the question. So the first thing I would say is SMARTS has really three different markets that we’re trying to serve at this point. We have the exchanges which was the original business for SMARTS, and it’s the longest standing business. It’s a deployed solution out to the clients. We have been selling to exchanges for many years as well as to regulators. I should say exchanges and regulators. And that continues as you can tell to grow in terms of new exchanges taking our solution like Nigerian stock exchange most recently. But that’s a longer sales cycle, obviously there’s a finite number of exchanges, but we continue to find real success there, and that’s a more mature part of our business. The broker dealer community is the second community that we’ve sold to and that’s a newer part of our business, but definitely the fastest growing. We actually surpassed 1000 users this year and we were just thrilled with that. We, in fact, send him a small gift. And then [indiscernible] client. And I think that its really exciting to see continued double digit growth in that part of the business as we continue to find striking demand for trade surveillance solutions across the broker dealer community. In the year, over the last two years we have made it so it’s multi-asset class and it’s every geography. So it really can serve any and all trading firms in the world. The third community is the buy side community. And for the first time this year we do have three buy side clients who have signed up for the service and we’ve chosen to invest through our R&D program to build out more fulsome buy side solution for the trade surveillance. So buy side firms, both hedge funds and traditionals are really becoming much more sophisticated in their trading operations and they realize now that they need sophisticated tools to couple with the sophistication of their trading strategy. So we believe that that will be a new area to increased demand for us for the SMARTS service. We also were looking at how we can integrate more machine intelligence into the solution and we have been discussing how to integrate even more intelligence to make it more useful across the platform in terms of compliance and trade supervision. So that’s a quick synopsis of the SMARTS business, but it really is a great business for us.
Kenneth Hill:
Great. I appreciate all the color there. Thanks.
Operator:
Thank you. Our next question comes from the line of Kyle Voigt of KBW. Your line is now open.
Kyle Voigt:
Hi. Thanks for taking my question. Good morning.
Robert Greifeld:
How are you doing?
Kyle Voigt:
I just wanted to ask a question on the regulatory environment in the U.S. I guess recently there’s been much more focus on equity market structure in the U.S. given all the comment letters and press around the IEX exchange application. I guess I’m just wondering, your conversations with the SEC is all this attention by some of the largest market participants and equities kind of pushing them any closer to actually undertaking this holistic market structure review?
Robert Greifeld:
That’s a difficult question for me to answer, directly you’d have to talk to them. But I’ll just make one comment on the topic. Certainly we think it is time for a redo of Reg NMS and I also think Reg NMS deserves some credit. In that we had a duopoly kind of situation before Reg NMS came along, and we’ve seen a dramatic decline in spreads and effective transaction cost in the market. So it served the purpose for a long period of time, but we certainly think refinement is in order. With respect to IEX our position is it’s thoughtful, it could be innovative and it’s very similar to what we had suggested to the Commission back in 2012. They told us it was not in either the letter or the spirit of Reg NMS and said we could not do it. So our position with IEX is that, you really should be after there is a rethink of Reg NMS and how do we get the new market structure in place and let innovation develop under the new set of rules and not patchwork and try to get exceptions under the existing rules that exist.
Kyle Voigt:
All right. Thanks for the color. And then I guess my follow-up is the big question -- a big picture question around blockchain. So you certainly seem to be one of the leaders in terms of adoption and development in the financial services sector. But I guess the first part of my question is, do you think -- ever think that blockchain technology will ever be adopted in public cash equities trading in the U.S? And then, secondly, maybe you could give us some of your thoughts around, what other areas in financial services you see the biggest opportunities for adoption of blockchain maybe over the next two to three years? Thanks.
Robert Greifeld:
Yes. So I would say, yes we certainly see blockchain adoption coming in public market equities, but we’ll not predict when. Certainly that will take a village to get there and to move from a legacy infrastructure that is ingrained in everybody’s infrastructure is not an easy thing to do. So we’ll be involved with those conversations and an active participant, but when you think of NASDAQ and blockchain you have to think of us being focused on what's the art of the doable, what's pragmatic and what's possible. So obviously with NASDAQ private market it’s the beginning of time, so we’re able to create the experience we wanted. We’re looking for similar type opportunities. We want to have use cases where you can deliver and get paid for and bring real value today. So as I said in my prepared remarks, we’re committed to proxy voting. In Estonia, they have a rule set that will allow us to do that. We have about three other use cases which we’ll not announce today, but a very close to being funded. And those use cases will have a common theme that they’ll be doable, we can deliver it, and deliver real value and not get wrapped up in the allure of blockchain’s technology, but focus on blockchain to enable real products that customers want to pay us for.
Kyle Voigt:
All right. Thank you very much.
Operator:
Thank you. And our next question comes from the line of Vincent Hung of Autonomous. Your line is now open.
Vincent Hung:
Hi, good morning.
Lee Shavel:
Hi, Vincent.
Robert Greifeld:
How are you doing?
Vincent Hung:
So, on market technology again, this time on change requests, how much of an impact did change requests have on revenue? What's the typical impact from change requests, and what typically drives change requests?
Adena Friedman:
While Lee looks at the exact impact, I’ll answer the second part of the question. So as we work with a very broad set of clients, that we’ve over 70 market places around the world that will leverage our technology. They have things that they want to do to enhance that technology over time. And so it maybe a new feature, a new product or asset class that they want to bring into their market place and maybe speed that they want to continue to enhance their speed or they enhance their volumes, and then maybe regulatory changes that they have to make to be able to manage through the regulatory environment that they’re facing. And in all of those cases, that would be a change to the original scope of what we built for them and therefore they come to us and they ask us to size out and work through enhancements and change requests associated with the technology. In general, I always think of it as, in general, somewhere in the range of a $20 million annual revenue stream to us, but it can fluctuate year-over-year. And so I’m going to, I will turn it over to Lee to answer the specific question.
Lee Shavel:
Yes. So, Vincent the change request variance from the prior year was on a year-over-year basis the increase in change request was $5 million. So that gives you some context now. Also keep in mind that that’s on a -- that’s a reported basis and so a portion of that revenue is going to be subject to the FX impact that we have. So I’d estimate it’s probably proportionately and probably the $3 million to $4 million of an organic impact relative to market technology revenue as a whole.
Vincent Hung:
Okay, great. And last one for me; could you just give us any color around new product developments in the data products business?
Adena Friedman:
Sure. So, in the information services business, as you know, we operate two sub-businesses, the index business and the data products business. And we look at product development across both of those areas. So clearly in the index space we worked very closely with ETF partners to launch new products that they believe will have investor demand around thematic indexes and we can do that now with the AlphaDEX index family, with First Trust, we can do that with our dividend achievers index family, our buyback index family and Dorsey Wright index family. And so we have a broad range of strategies that we can deploy through new products and we do that on a regular basis. With regard to data products, we have been -- we do a lot of work with our clients to look at new ways that we can either present our data, provide new technologies around our data like FPGA technology to deliver some of the data that we already have, and then we have been working closely with clients to start to get their demand and their interest in some new data analytics and again the use of machine intelligence to help fuel some of those products. But it’s early days and we’re still in the research phase for that.
Vincent Hung:
Okay, great. Thanks a lot.
Operator:
Operator:
Thank you. [Operator Instructions] Our next question will come from the line of Brian Bedell of Deutsche Bank. Your line is now open.
Brian Bedell:
Good morning and thanks, folks.
Robert Greifeld:
How are you doing, Brian?
Brian Bedell:
Good. How are you?
Brian Bedell:
My congrats to Lee, also. It’s been great working with you. Most of my questions have been asked actually, just one, maybe, and that would be on the revenue momentum in the technology solutions segment. Given the momentum of the new IR product, and also layering in Istanbul, and as you see that trajectory going out in 2016 and into 2017, and Bob as you commented the cross-sell seems to be picking up momentum, as well, do you feel like the mid single-digit revenue growth rate in that segment could be higher, high single digits, in both ’16 and ’17?
Robert Greifeld:
I would say it’s too early to change that target. As Adena referenced, the product is new and we’re so excited that it rolled out and we’re gaining experience by the day, and in the quarters to come we’ll have a better sense of that.
Brian Bedell:
Okay, I’ll leave it there. Thanks.
Robert Greifeld:
Yes.
Operator:
Thank you. And our next question comes from the line of Andrew Bond of RBC Capital Markets. Your line is now open.
Andrew Bond:
Thank you, good morning.
Robert Greifeld:
How are you doing, Andrew?
Andrew Bond:
I’m doing well, thanks. A question on the future initiative. NFX appears to be progressing nicely. I just want to talk about NLX and share gains have been somewhat more elusive there, as obviously it's a pretty tough market to break into and win share. So, just from your point of view, what kind of progress are we making here, and what are the plans moving forward to continue with the business?
Robert Greifeld:
Yes, so with respect to NLX we are continuing to have what I call intensive dialogue with our customers. The focus now is with respect to the open interest realizing that’s an enduring value. There remains in that community a strong desire for a credible alternative. We have been successful in running the enterprise at, I think, a hyper efficient level. So it allows us to have betting strip on the table without us impacting the mother ship in some material way. So Hans-Ole was just there last week, I was there a few weeks ago. Community’s engaged and we have some pretty exciting plans in place and we’ll see how they play out later in the quarter. Hans-Ole, you want to add anything?
Hans-Ole Jochumsen:
We could add that, but we believe is very important is a question about moving open interest and we have an approval for a scheme for that approved by the U.K. authorities and now we are working with customers to making that real. And I would say that, I made a couple of that, that very big players in discerning products and they are very keen that something is going to happen in this field soon. And the reason for that is pretty obviously for me. What they have in their mind is only one thing, how can they reduce the capital cost of the bank. And the way to do that is to clear more products in the same clearinghouse, in this case [indiscernible] clearinghouse, because thereby they can reduce the cost of clearing and thereby the capital cost.
Robert Greifeld:
And for the record, scheme is a defining term in the U.K. and it doesn’t have the connotations it has in the U.S. just a pricing plan.
Hans-Ole Jochumsen:
An improved one.
Robert Greifeld:
Improved one.
Andrew Bond:
Great. Got it. Thank you.
Operator:
Thank you. And our next question comes from the line of Ken Worthington of JP Morgan. Your line is now open.
Kenneth Worthington:
Hi, thank you. Just on the legacy eSpeed business, volumes down a lot; looks like industry volumes are weak. Are you also losing share? Maybe talk about what’s happening here, how broker tech is reacting to you as a competitor, and how the strategy is evolving? Thanks.
Robert Greifeld:
Yes. So, I would say there’s one, the treasury market is undergoing some fundamental rethink. And the market is not just us and broker tech. There are other competitive forces in play. That being said, I think we’ve seen on the positive side some marginal increase in activity based upon the rate movement. We have seen some increased take up of eSpeed Elect where we have more participants coming on pretty much every week or so. So, that’s on the good side. But I think on a relative basis, even though there are competitors, I think relative to broker tech we’re still share challenged and have -- obviously our efforts have to become more effective in that regard, and we are working hard at it.
Kenneth Worthington:
Okay. Thank you very much.
Operator:
Thank you. And our next question comes from the line of Rob Rutschow of CLSA. Your line is now open.
Robert Rutschow:
Hi, good morning, everybody.
Adena Friedman:
Good morning.
Robert Greifeld:
How are you doing?
Robert Rutschow:
Good. I wanted to wish Lee, good luck. And a quick question on market technology. Do you expect that Borsa Istanbul, that you will complete Phase 2 in 2016, and if so, is that included in any of the expense guidance?
Adena Friedman:
We basically are continuing to work towards a full solution offering that will continue to allow -- it will, actually will turn on the GAAP reporting of the contract. We are not giving any sort of estimates right now on time and we are working with the client. So I can’t give you a direct answer to that question at this point, because we continue to work through the development and the acceptance by the client. But as we get closer, we will certainly make sure that you stay informed.
Robert Rutschow:
Okay. And then, one on corporate solutions. Can you talk about how many customers will go from sort of free trial users to paying this year? And of the ones that have done that, what are the products that they’re most interested in paying for?
Adena Friedman:
Okay, yes. So to just to clarify for everyone, the way that the question really relates to IPOs that we have come on to NASDAQ, and we basically for the period or switches, and for a multi-year period they’re able to take the services for free, and then we turn them into paying clients as they choose to -- to continue to take those services over time. And with those, we have had a strong IPO environment in 2014 and 2015. But if you really look at it, the clients who are rolling off are clients that went public in 2012 and 2013, and we do have strong success in converting them into paying clients. But I think that, we also have these two years where we are offering a fair amount of free services to a lot of new clients. And therefore, the way that we manage that internally is that the listing business does pay the corporate solutions business some piece of that costs to be able to offer those out to their clients. So, really, those free clients are being partially paid for by listings, and that’s reflected in our segment results.
Robert Greifeld:
But the 10,000 customers are not getting a free trial of IR Insight.
Adena Friedman:
No, there’s no free trials going on, on IR Insight part of phase right.
Robert Greifeld:
If that was your question.
Robert Rutschow:
Okay. Thanks.
Operator:
Thank you. And our next question comes from the line of Patrick O'Shaughnessy of Raymond James. Your line is now open.
Patrick O'Shaughnessy:
Hi, good morning, guys.
Robert Greifeld:
How are you doing?
Lee Shavel:
Hi, Patrick.
Patrick O'Shaughnessy:
Good. A question for you on, how do you think about the barriers to entry for your listings franchise? BATS is talking about maybe trying to go again IPO -- IPO on their own exchange. IEX is talking about starting a listings franchise. So, how comfortable do you feel that your franchise is going to stack up pretty well against those new alternatives?
Robert Greifeld:
Well, I think we feel incredibly comfortable. One, you have to realize that when you go public it’s an event to raise your profile, I mean, you want to get publicity associated with it, and the companies want publicity associated with a brand that they know and like. So, there is a very large brand barrier to the IPO pipeline. And obviously we’ve seen others try to build an IPO franchise with very limited success in the past. But, in addition, I think under Adena’s leadership we’ve done a lot to actually put hard products into our listing. So when you think about our corporate solutions product, which we talked about today, and talked about on the last question, that’s a whole range of services that we uniquely can offer, and that is a large barrier to entry. When you think about the technology we bring to bear on the IPO across at this point in time, again a big barrier to entry. So it’s our job to always be paranoid, but with respect to the different businesses we have, the IPO business has a large and I think protectable mode [ph].
Patrick O'Shaughnessy:
Great. Thank you.
Robert Greifeld:
Okay.
Operator:
Thank you. I'm showing no further questions at this time. I'd like to hand the call back to Mr. Bob Greifeld for any closing remarks.
Robert Greifeld:
Thank you. I thank you, everybody for your time today. Certainly it was another record quarter based on a record year. We are executing very well across our different businesses. And as I said in my prepared comments, I judge our businesses on how we are stacking up relative to the competition, and how we’re doing relative to serving our customer needs. These measures can be different than financial measures and they’re over time the more important measures. And I’m happy to report to our investors that across the vast majority of our businesses, we’re more competitive than we were a year-ago. And we are serving our customer needs better than we’ve been in any time in the past, and that will certainly portend well for financial results going forward. So I look forward to getting back with you again in the quarter and taking your calls and meetings during the quarter. And again, Lee, thank you for your personal relationship with us and your professionalism. So, thank you.
Lee Shavel:
Thank you.
Operator:
Ladies and gentlemen, thank you for participating in today's conference. This does conclude today's program. You may all disconnect. Have a good day everyone.
Executives:
Edward P. Ditmire - The NASDAQ OMX Group, Inc. Robert Greifeld - The NASDAQ OMX Group, Inc. Lee Shavel - The NASDAQ OMX Group, Inc. Adena T. Friedman - The NASDAQ OMX Group, Inc. Hans-Ole Jochumsen - The NASDAQ OMX Group, Inc.
Analysts:
Richard H. Repetto - Sandler O'Neill & Partners LP Christopher John Allen - Evercore Group LLC Rob C. Rutschow - CLSA Americas LLC Chris M. Harris - Wells Fargo Securities LLC Ashley Neil Serrao - Credit Suisse Securities (USA) LLC (Broker) Kyle K. Voigt - Keefe, Bruyette & Woods, Inc. Kenneth W. Hill - Barclays Capital, Inc. Michael R. Carrier - Bank of America Merrill Lynch Brian B. Bedell - Deutsche Bank Securities, Inc. Kenneth B. Worthington - JPMorgan Securities LLC
Operator:
Good day, ladies and gentlemen, and welcome to the Nasdaq Third Quarter 2015 Results Conference Call. At this time, all participants are in a listen-only mode. Later, there will be a question-and-answer session and instructions will follow at that time. As a reminder, today's call is being recorded. I would now like to turn the conference over to Ed Ditmire, Vice President of Investor Relations. Sir, you may begin.
Edward P. Ditmire - The NASDAQ OMX Group, Inc.:
Good morning, everyone, and thanks for joining us today to discuss Nasdaq's third quarter 2015 earnings results. On the line are Bob Greifeld, our CEO, Lee Shavel, CFO; our Co-Presidents, Adena Friedman and Hans-Ole Jochumsen; Ed Knight, our General Counsel; and other members of the management team. After prepared remarks, we'll open up to Q&A. The press release and presentation are on our website. We intend to use the website as a means of disclosing material, non-public information and complying with disclosure obligations under SEC Regulation FD. I'd like to remind you that certain statements in this presentation and during Q&A may relate to future events and expectations and as such constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. Information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press release and periodic reports filed with the SEC. I now will turn the call over to Bob.
Robert Greifeld - The NASDAQ OMX Group, Inc.:
Thank you, Ed, and good morning, everyone, and thank you for joining us today to discuss Nasdaq's third quarter 2015 results. I'm here today joining this call from our London office, an important and growing hub for many of our businesses. It's always a pleasure to visit this great city. Turning to our performance in the third quarter, I am pleased to announce that this franchise delivered its best quarter ever in terms of revenue, non-GAAP operating profit, pre-tax income, net income and diluted EPS. What is even more interesting to me is that we delivered record results again for our shareholders despite significant FX headwinds, all the while we continue to heavily invest in our future. During the quarter, we're also pleased to see accelerating organic growth, not only in our market services segment, which benefited from favorable macro factors, but also across our non-transactional segments. Positive organic revenue growth, which excludes foreign exchange and acquisition impacts, was contributed by all four business segments. Because of our continued strong execution and the significant cash generation our model delivers, we were in a position to be able to return almost $300 million to shareholders through buybacks and dividends during the period. This is certainly a prized position that all companies strive to achieve and one that Nasdaq is pleased to be able to achieve this quarter. Today, I want to focus the bulk of my remarks again on the strength of our business model and how that is contributing not only to results we saw during this quarter, but how it is also creating additional upside opportunities across the franchise. We talk a lot here at Nasdaq about innovation and our ambition to lead change on behalf of our clients is a core tenet of our culture. We also, however, greatly respect the value of consistency. Consistency not only in the way we run our business, effectiveness first and then efficiency, but also consistency in our approach to building a robust and resilient business model. When you look at the results we continue to deliver quarter-after-quarter, we have the right ingredients. And the power of our model was especially evident this quarter with both the trading and non-trading business segments hitting their strides. Our market services segments saw a very robust 12% organic growth, excluding FX, which was driven in significant part by the impact of market volatility, which it had on volumes. But this was also amplified by healthy capture rates and leading market share positions in the vast majority of the markets we compete in. In addition, we saw a significant jump in organic growth across our non-trading segments, which combined reached 8% and was driven by double-digit performances in both listings and the information services segments, as well as improvements in technology solutions. One of the benefits of our strategy to compete in businesses that are levered to technology as well as our disciplined approach to expenses and capital deployment is that our model affords us an ability to deliver bottom-line growth that meaningfully outpaces revenue growth. For example, excluding the impact of FX, but including the 2% revenue impact of the Dorsey Wright acquisition, revenue increased 11% year-on-year, operating income increased 13% and EPS grew 17%, with the last four points of growth largely due to capital deployment, including repurchases and income associated with the OCC recapitalization. To me the most attention grabbing aspect of our performance is that we're still in what I would consider a building phase. There is much more upside on our horizon, especially given the growth initiatives we have in our pipeline, including NASDAQ Private Market; a new energy derivatives market, NFX; the work we're putting into corporate solutions business; and the innovations we're implementing across many of our other products. Now I would like to turn and highlight some of the more notable areas of our strong performance during the quarter. As I emphasized earlier in my remarks, our core businesses continue to deliver. Revenues from our foundational cash equities, trading and listing businesses combined are up over 27% year-over-year on an organic basis, excluding FX, a very strong performance. Global cash equity trading rose 39% on an organic basis, resulting in one of our best revenue quarters in over the last seven years, truly outstanding. Our listing businesses rose 17% on an organic basis as we capitalized on the strong supply of new listings leveraging the firm's strongest competitive positioning in the company's history and higher average pricing. Our expanding value proposition continues to attract companies as evidenced by our expanding U.S. IPO win rate, which reached 80% during the quarter, helping to bring our IPO count for the year to 111. Our total number of U.S. listings rose 4% compared to the prior year period. NASDAQ has listed more IPOs than any other U.S. exchange this year, with combined proceeds raised of approximately $13.6 billion. The companies that continue to be drawn to the expanding portfolio of services we offer include a diverse mix of technology, consumer and energy brands. In the third quarter, we're pleased to again welcome wonderful brands to our market, including Blue Buffalo, TerraForm, MasterCraft and Sunrun, to name a few. Equally exciting for us is the recent announcement that wireless provider, T-Mobile, a $30 billion plus market cap company, will switch its listing to Nasdaq. Our competitive spirit has never been stronger and we are pleased to welcome T-Mobile to the Nasdaq family. In our Nordic markets, we continue to see an equally robust performance. The third quarter had nine new listings and total listings are up 7% compared to the prior year. We are excited about our prospects and our ability to continue to attract new listings as we further enhance our value proposition with more client-centric product and services. A great example of this is our new IPO indicator, which we introduced earlier this year. The indicator provides real-time transparency about a stock throughout the IPO open event and client feedback has been very, very positive. Another area of our business that continues to contribute meaningfully to our results is the information services segment. Over the last year, we have been reshaping our strategy in this business to align more tightly with the needs of our clients in a way that leverages our core expertise in data and index benchmarking. Our acquisition of Dorsey Wright & Associates is a good example of a sound execution of that strategy. Since announcing this acquisition at the beginning of the year, we have experienced significant growth, with AUM up nearly 70% year-to-date and revenue run rates nearly doubling. More broadly, we have about 43% of the AUM licensed to NASDAQ indices and smart beta products. And we expect continued growth in investor appetite for smart beta strategies. We're excited to be in a leading position in this segment and to bring innovative products to our clients. In data products, we've added new talent to the team and are investing in new kinds of informational and analytical products with a goal of broadening our opportunities set, while continuing to grow the value inherent in our current product portfolio. I mentioned before the most revealing aspect of our record performance this quarter is that it was primarily driven by organic growth in our foundational businesses. When you factor in the areas we're investing in the future, we believe there is much more growth and upside for this franchise. Let me highlight a few of them for you. A perfect example of how we tap into this potential at Nasdaq is NFX, a new global commodities venture which we launched in late July. NFX is a direct response to our customers and their desire for more efficient and competitive energy market. Now in its third month of operation, we are seeing noteworthy uptake by the trading community with over 70 firms having already executed trades on the platform and activity levels building. We set another record again yesterday. One aspect of NFX's performance we're particularly encouraged by is the rising open interest on the platform. Yesterday, we passed 300,000 contracts, truly remarkable. This is including customer positions with durations reaching several years out on the curve, an indication of the confidence and support of end users, not just intermediaries and liquidity providers. We also believe strong open interest trends bode well for continued ramp in transaction volumes. We're extremely encouraged by our progress in the short time we've been up and running and are excited about the opportunity to grow this venue and hit the longer term objectives we've established. A core principle at Nasdaq is that clients come first. We have always maintained that Nasdaq was more than a listing venue. We've expanded the ecosystem of solutions we offer companies at all stages of the development and the value we provide to them. The NASDAQ Private Market or NPM is a good example of how we're filling an important need in the marketplace for private growth companies. This business represents a sizable opportunity for us. NPM has strong demand today with 120 private companies using our platform to manage their liquidity and equity ownership needs. And there were approximately 20 additions this quarter alone, including such great companies as Legal Zoom, Mixpanel and Farfetch. In addition, we are very pleased to announce today we have reached an agreement to acquire SecondMarket Solutions. SecondMarket is a recognized innovator in facilitating liquidity for private company securities. SecondMarket and its talented team will join the Nasdaq family and help to strengthen our offerings to clients as well as add meaningful scale to our efforts with bicoastal operations. We are continuing to find ways to inject innovation into this business and help enhance our offerings. In fact, we plan to bringing further benefits and efficiencies to private companies through the use of blockchain technology and NPM. We will bring a distributed ledger that will bring increased security, speed, and efficiency to tracking a company's ownership. We'll have the ability to settle and clear trades in 10 minutes as compared to three days which we see in the public market. We have identified several clients who will be included in initial beta pilot expected to launch by the end of this year. Finally, another area where our efforts are positioning us to improve growth and profitability is in our corporate solutions business. We have made strategic investments in our core platforms built for IR, PR, communication and governance professionals. In addition, we have further integrated our content, insight, and tools to further differentiate our offering as well as enhance all of our client touch points from back-office billing systems to account management. The results of our efforts are starting to emerge. For the third quarter in a row, we're seeing positive net subscription sales, which is extremely encouraging as we work to transform the business and drive organic growth. In addition, we're on target for the launch of our fully featured version of the IR Insight platform which is expected by the end of this year. IR Insights will provide us with a foundation to support innovative new product features and enhancements for the months and the years to come. In addition, by integrating information and technology from our broader suite of solutions in unique ways to solve our customers' challenges, we can accelerate adoption of other corporate solutions products. Up to this point, I have highlighted the various ways our model is moving the franchise forward, delivering for clients and shareholders. Now, I want to spend a few minutes updating you on our deployment of capital. Our model generates significant cash flow and, with it, adds opportunities for us to be aggressive in how we deploy this capital. Thus far, in 2015, through our stock buyback program and our increased dividend, we returned $418 million in capital to investors, equal to 97% of our non-GAAP net income generated in the same period. And we're very pleased we've been able to deliver these concrete awards from our success to our shareholders. But, more importantly, our future is built on how well we will seize new opportunities. A big part of our capital allocation strategy is ensuring we're investing in our future and in the core businesses that will drive our growth and our returns. We have the great ability to, one, return capital to our shareholders; two, invest in organic growth opportunities; and three, make informed, value creating acquisitions. We're as equally excited by our share buyback and dividend program as by our organic growth initiatives such as NPM and NFX and also by our acquisitions such as SecondMarket and DWA. To me, it's truly ideal when you're in a position to invest at high levels for your future while still returning meaningful amounts of capital to investors. We will continue to look for opportunities to best use our capital and that will provide meaningful growth and returns to our investors. Finally, I would like to say a few words about how we measure success here at Nasdaq, because it's particularly important in light of the results we delivered this quarter. When we look at how we're growing as a firm, we don't only look at financial metrics. We also look at how our businesses are progressing. Our success metrics are based on how well we strengthen our competitive position. We know that when we focus on serving our clients and improving our products and solutions, financial performance will always follow. That is our mindset. In addition, we continue to enhance and adjust our operational effectiveness and efficiency across the organization and are structuring our talent and resources so we are as effective as possible in running our business and serving our clients. This will always be a key priority for us. I have confidence in our model and the future of this franchise as we work to strengthen our competitive position to deliver results for our clients and shareholders. Again, we're very pleased to deliver a record quarter for our shareholders. It is a visible result of good teamwork by everyone here at Nasdaq. I would like to thank our employees, our clients and our shareholders for their continued support. We are encouraged by all the positive trends across our business during the quarter. And we're confident we're on the right path to take this franchise to new levels in the quarters to come. And, with that, I'll turn the call over to Lee.
Lee Shavel - The NASDAQ OMX Group, Inc.:
Thanks, Bob. Good morning, everyone. The following comments will focus on our non-GAAP results. Reconciliations of the GAAP to non-GAAP results can be found in the attachments to our press release and in the presentation that's available on our website at ir.nasdaq.com. I want to start off as I did the last few quarters by highlighting the impact the stronger dollar had on our results as it obscures in many cases the solid organic growth of our business. Excluding the impact of FX, our revenues would have been up $55 million or 11% from the prior year and operating income would have been up $30 million or 13%. In order to provide a greater understanding of these effects on the business units, we continue to provide a schedule of FX impact on the revenues for each business unit on page 15 of the presentation. So let's start by reviewing third quarter revenue performance relative to the prior year quarter as shown on page three of the presentation. The 6% or $32 million increase in reported net revenue of $529 million consisted of organic growth in the non-trading segments' revenue of $24 million or 8% due to growth in listings, information services and market technology, plus $9 million in revenues from the Dorsey Wright acquisition, reduced by a $12 million FX impact for a net $21 million increase in reported revenues. Organic growth in market services net revenues of $22 million or 12%, resulting principally from higher cash equity revenues, reduced by an $11 million FX impact for a net $11 million reported increase. Moving to page four in the presentation, we show how organic growth breaks down historically between the non-transaction, information services, technology solutions, and listing services segments, which had 8% organic growth this quarter and the volume sensitive market services segment at 12% for the quarter. Looking at our year-to-date 2015 results, we have achieved 5% organic growth for our non-transaction segments, consistent with our mid single-digit medium-term guidance, and returning to the level that we achieved in 2013. In market services, we have achieved 4% organic growth for the year-to-date 2015 period, reflecting the positive inflection we've seen over the past two quarters with increased market volatility. On the bottom of the page, we reiterate our views on the medium-term organic growth outlook for the non-transactional segments. And, as I've said in the past, these views were meant to reflect multi-year cross-cycle periods. And actual growth in shorter periods can be above or below these ranges. Let's now go over some of the highlights within each of our reporting segments. All comparisons will be to the prior year period unless otherwise noted. Information services on page five saw a $12 million or 11% organic increase, plus a $9 million increase from the Dorsey Wright acquisition, reduced by a $3 million FX impact or an $18 million net increase in reported revenues, while the operating margin came in at 73%, down slightly from 74% in the prior year due to FX impact. This consisted of market data revenues producing an $11 million or 12% organic increase, reflecting growth in tape plan and proprietary revenues, as well as index licensing and services, which saw a $1 million or 5% organic increase from higher non-QQQ licensing revenues with a 20% growth in non-QQQ assets under management and higher futures volumes reduced by a decline in QQQ assets under management and associated licensing fees. Technology solutions, as shown on page six, saw a $2 million or 1% organic revenue increase, reduced by a $6 million FX impact, resulting in a $4 million reported decline. The operating margin was 15%, down from an exceptionally strong 17% in the prior year period. This consisted of market technology revenues which saw a $3 million or 5% organic increase due in particular to growth in our smart surveillance product revenues. New order intake was $83 million in the third quarter and new order activity continues to be healthy with a number of significant new contracts in the traditional market tech business as well as smarts and BWise. And it's worth noting that the period end backlog finished at a record $738 million, up about 16% year-over-year. Corporate solutions revenue saw a $1 million or 1% organic decline, in line with the prior quarter, as we continue to progress through the late stages of the integration and customer transitions from the acquisition of the Thomson Reuters corporate business. We continue to see solid momentum in the business, particularly with the third consecutive quarter of net positive subscription sales of $3 million, up from $2 million in the prior quarter and $1 million in the first quarter of 2015. We also continue to receive very positive feedback on the new IR Insight platform to be launched on January 1, 2016, and saw particularly strong 23% new sales growth from the prior quarter in our legacy Thomson One platform in anticipation of migration to the new platform. In listing services, on page seven, we saw a $10 million or 17% organic increase in revenues, driven by pricing changes and an increased issuer base, reduced by $3 million of FX impact, resulting in a $7 million increase in reported revenue. Operating margin of 44% was up from 42% in the prior year. The U.S. issuer base has 4% more companies at the end of the quarter compared to the prior year period while in the Nordics the count is 7% higher. Market services, on page eight, saw a $22 million or 12% organic increase in net revenues, reduced by an $11 million FX impact resulting in an $11 million increase in reported revenue. Operating margin rose to 55% from 52% in the prior period as a result of the operating leverage implicit in that business. Equity derivatives trading and clearing net revenues saw a 6% organic increase, primarily due to higher U.S. derivative capture and higher industry volumes, partially offset by a decline in overall market share at our three U.S. options exchanges. Cash equities trading net revenues saw a 39% organic increase as higher cash equity average capture and increased industry volumes were partially offset by modestly lower market shares. Cash equity revenues were at our highest levels since the third quarter of 2011 and U.S. cash equity revenues were at our highest levels since the second quarter of 2010. Fixed income, currency and commodities trading and clearing net revenues saw a 13% organic decline from the prior year with principally volume-driven declines in several important FICC product categories like U.S. fixed income and European energy, as well as the end of revenues from an eSpeed technology license which terminated as planned at the end of 2014. Access and broker services revenues saw a 5% organic revenue increase. Turning to pages nine and 14 to review the income statement and expenses, operating expenses increased by $25 million or 9% on an organic basis, partially offset by $60 million in FX impact, resulting in a $9 million or 3% reported increase. I note here that while we saw an increase in compensation accrual in the current third quarter as a result of the strong operating performance, the prior year period conversely saw some revenue softness in both trading and non-transactional businesses that drove a release of certain accrued incentive compensation and thus the unusually high year-on-year comparison. To minimize the volatility of the quarter-to-quarter compensation accrual variation can bring to the year-over-year expense comparisons I point to the year-to-date comparison where operating expenses are up 3% compared to the prior year period on an organic basis. Non-GAAP operating income in the third quarter rose 13% on an organic basis but this was partially offset by foreign exchange, resulting in a 10% reported increase. And non-GAAP operating margin came in at 48%, up from 46% in the prior year period, reflecting the improvement of our trading businesses and their margins. Net interest expense was $27 million in the third quarter, a decrease of $1 million versus the prior year, mainly due to the favorable impact of foreign exchange related to our euro-denominated debt. We also recorded non-operating income related to our equity method ownership interest in OCC. The non-GAAP effective tax rate for the third quarter was 34%, at the midpoint of our 2015 33% to 35% effective tax rate guidance range for the year. Non-GAAP net income was $151 million or $0.88 per diluted share compared to $136 million or $0.78 per diluted share in the third quarter of 2014. A $0.10 increase in our non-GAAP EPS year-over-year reflects core organic EPS growth of $0.10; an additional $0.02 due to acquisitions, principally Dorsey Wright; $0.01 due to higher other income; $0.01 higher due to lower share count; partially offset by a $0.03 impact of changes in foreign exchange rates; and a $0.01 decrease due to the higher effective tax rate. Moving on to the balance sheet, cash flow, and capital, please turn to slides 11 and 12. Our gross debt to EBITDA leverage ratio increased to 2.3 times from 2.2 at June 30, 2015, due to a small increase in our debt level as we drew on revolver capacity to fund the stock repurchases, partially offset by increased trailing 12-month EBITDA. I want to take a moment to discuss the material repurchases in the quarter, which were well above recent average quarterly levels. The company was in a strong position in terms of balance sheet flexibility both in terms of our leverage as well as the strong capital generation in the period. Valuation was attractive, especially relative to the valuations we were seeing for assets in the M&A market and also considering the opportunity that the more volatile market provided. So we acted opportunistically as we have in the past to put a larger than typical amount of capital to work in the buyback program, continuing an aspect of our capital deployment discipline that has generated very high returns for Nasdaq shareholders over the years. We continue to evaluate opportunities to deploy capital across the full spectrum of internal, external and capital return alternatives and are always looking for the best returns to guide our use of capital. Thanks for your time this morning. And I will turn it back over to Ed.
Edward P. Ditmire - The NASDAQ OMX Group, Inc.:
Operator, can you please open the lines for Q&A?
Operator:
Our first question is from Rich Repetto with Sandler O'Neill. You may begin.
Richard H. Repetto - Sandler O'Neill & Partners LP:
Good morning, Bob. Good morning, Lee.
Robert Greifeld - The NASDAQ OMX Group, Inc.:
How are you doing, Rich?
Lee Shavel - The NASDAQ OMX Group, Inc.:
Good morning, Rich.
Richard H. Repetto - Sandler O'Neill & Partners LP:
I am doing fine. I appreciate you both addressed the capital return program and especially the accelerated buyback. But I guess my one question would be on the follow-up to that. So you did draw – when you look at – you did drawdown on the revolver and this just wasn't a 2x or 3x the prior quarter buyback. This was a 10x. And I am just trying to see when you look at the stock price, yeah, it broke $50 but it had broke $50 in both the other prior two quarters. So just trying to understand how you balance a little bit more and I know you addressed it, both of you, in the prepared remarks, but how you balance the three things
Robert Greifeld - The NASDAQ OMX Group, Inc.:
All right. So, Rich, not even a good quarter or a very good quarter? I was living through your compliment there, Rich.
Richard H. Repetto - Sandler O'Neill & Partners LP:
Excellent quarter, Bob. You outperformed.
Robert Greifeld - The NASDAQ OMX Group, Inc.:
Thank you. Thank you. I feel better now. All right. So I think Lee touched on it, but I would say this. Probably the trigger was, as I said before, we've looked at a lot of different acquisitions during the last 12 months to 18 months. And some of the multiples that were being paid were in our mind somewhat eye-popping and somewhat representative of a little bit of an asset bubble. And we said okay. If this is the state of play and it's going to going to be this way and we have no interest in paying 18 times EBITDA, we probably have a better use for our capital. And that is to buy our own shares which obviously we're not trading at that. So I think ourselves and management and the board reflected upon it and came to that conclusion and obviously decided it was the time to act. Now, this obviously represents a lumpiness, as you said, as nothing that we can do on a consistent basis. But you do have to recognize it over the fullness of time, as you've seen in the last three years to four years, we will be acquiring our shares when we think it represents a particular opportunity for us to create value for our shareholders.
Richard H. Repetto - Sandler O'Neill & Partners LP:
Okay. I know. I follow that – the acquisition sort of environment but the levering up a little bit, I guess, is something new. But, anyway, I don't want to ask any more questions. I got my one. Thanks.
Robert Greifeld - The NASDAQ OMX Group, Inc.:
All right. Thank you.
Operator:
Thank you. Our next question is from Chris Allen with Evercore. You may begin.
Christopher John Allen - Evercore Group LLC:
Good morning, guys. Nice quarter.
Robert Greifeld - The NASDAQ OMX Group, Inc.:
Thank you Chris.
Christopher John Allen - Evercore Group LLC:
Just wanted to touch on corporate solutions. You mentioned that you're seeing positive net subscription sales for the third quarter in a row. Wondering if maybe you can give us a reference in terms of how material that is. The revenue trajectory obviously hasn't been – it hasn't been great. It sounds like a lot to do with FX. Just wondering where you stand from a competitive pressure standpoint other than issuing prior quarters. Just trying to get a better sense of when we can start to see the trajectory start to improve from here?
Robert Greifeld - The NASDAQ OMX Group, Inc.:
Okay. So, as we said before, certainly, we will make progress with corporate solutions during this year. And I think under Adena's leadership, we've done a very good job there. But we also recognize there is certain element of a holding pattern to this year. And that we are spending a lot of time, effort and money and I think very intense engagement with our customers as we start the next-gen product. So I think this quarter represents a strong trend line which we expect to accelerate as we go into the new product cycle in 2016. Adena, would you like to add to that?
Adena T. Friedman - The NASDAQ OMX Group, Inc.:
Sure. So, Chris, I think that we are seeing definitely some clients very excited about the new platform. And, as Lee mentioned, we're seeing acceleration of new sales in the IR Insight business because of the new platform coming down the road. Also, Q3 does tend to represent a seasonally low quarter with regard to revenue because of the fact that some of our revenue recognition comes from using certain services in a quarter. And there are fewer press releases issued and there are fewer web conferences held during the third quarter just because of the holiday season. So that also tends to be reflected in the third quarter results for corporate solutions. But, overall, we are seeing positive momentum in the business and the competitive landscape does continue to be very competitive. But we are feeling good about the trajectory of the business in general.
Robert Greifeld - The NASDAQ OMX Group, Inc.:
And I would tie back to the comments I made in my prepared remarks. It's definitely a hallmark of Nasdaq here that we have to first look at our competitive positioning and how we were doing in that positioning in, certainly relative to our peers. And to the extent we improve that competitive positioning, the financial results will follow. So we saw evidence of that in the third quarter. And, again, I highlight. We are spending a lot of time, effort and money for what will represent truly innovation in the IR space. And we're excited to be able to launch that product going into the first quarter of next year.
Christopher John Allen - Evercore Group LLC:
Great. Thanks.
Robert Greifeld - The NASDAQ OMX Group, Inc.:
Thank you.
Operator:
Thank you. Our next question is from Rob Rutschow with CLSA. You may begin.
Rob C. Rutschow - CLSA Americas LLC:
Hey. Good morning, everybody.
Robert Greifeld - The NASDAQ OMX Group, Inc.:
How are you doing, Rob?
Rob C. Rutschow - CLSA Americas LLC:
Good. I was hoping to follow-up on Chris's question about corporate solutions. I think the product that you're rolling out is very impressive and should certainly help arrest some of the customer attrition you've had. I am hoping that you might be able to give us some metrics around what your customer attrition is in the corporate solutions business. And even if you can't give us exact numbers, kind of at least an order of magnitude that that in a new product might help address.
Robert Greifeld - The NASDAQ OMX Group, Inc.:
Yeah. So I would say, one, we don't have exact numbers. And we can certainly think of how we'd come up with them. But we are on a net basis seeing growth in our customer list right now. So we're excited about that. And, as I said, we're increasing the number of wins that we have. And this is all a prelude to major new products coming towards the end of the year. Adena, do you want to embellish that?
Adena T. Friedman - The NASDAQ OMX Group, Inc.:
Sure. So I think that we do, in fact, provide some information regarding our overall retention rates within the business. And we are experiencing just below 90% retention but that generally has been consistent. There are certain parts of our business that are improving in those numbers and there's also certain parts of the business that are well above that. But we do track that and we are seeing improvements in key parts of the business in the retention rate. But that retention rate includes, well, call it, uncontrollable cancels related to mergers, acquisitions and bankruptcies, as well as other things in terms of clients having to move away from services due to budget constraints. At the same time, we also feel that we are seeing, I think, very good growth in those retention rates in some of our key products and we continue to track that very carefully.
Lee Shavel - The NASDAQ OMX Group, Inc.:
And may I just add a little directional color, Rob, to Adena's response is that in the third quarter relative to the second quarter, we saw improvements in all of our products from a retention standpoint with the exception of our advisory product which has been a competitive sector for us. And the IR Desktop retention remains steady over that period. So I would say kind of broad improvement. There always are going to be one or two products where we have faced some additional pressure and in this period advisory was that one.
Rob C. Rutschow - CLSA Americas LLC:
Okay. Great. Thank you.
Operator:
Thank you. Our next question is from Chris Harris with Wells Fargo. You may begin.
Chris M. Harris - Wells Fargo Securities LLC:
Thanks. Good morning, guys. Wondering if -
Robert Greifeld - The NASDAQ OMX Group, Inc.:
How are you doing, Chris?
Chris M. Harris - Wells Fargo Securities LLC:
Hey, doing well. Wondering if you could talk to any revenue synergies and I'm really thinking mainly here of cross-sell opportunities. You guys might be getting out of all the businesses you put together. It's kind of hard for us to see that looking from the outside. But just wondering if you can comment – if this is happening and to the extent it's happening.
Robert Greifeld - The NASDAQ OMX Group, Inc.:
Are you talking about any particular business?
Chris M. Harris - Wells Fargo Securities LLC:
No, just really across the entire franchise in the aggregate. Whether you guys are seeing opportunities to cross-sell? I know that IR, the Thomson Reuters acquisition was a new customer set relative to a lot of the existing customers at Nasdaq, more broadly.
Robert Greifeld - The NASDAQ OMX Group, Inc.:
Right. So let me start with the transaction business. When you look at the initiatives we have, whether that be the Tom initiative, NLX, NFX, things we're doing with respect to our dark pool strategy, it's all based upon us building a solid foundation of relationship with our customers. We definitely take customer input to guide how we invest in internal R&D. And we're seeing definitely the fruits of that labor here. Obviously, on the corporate solutions side, our listing franchise, we have a deep relationship at the very highest level of those companies. And that's a natural point of leverage with us. But it's also important to recognize we have 10,000 customers. And many of them are not listed with us. And in that situation, the breadth of our product line allows us to walk the halls in a more comprehensive fashion than our competitors who tend to be point solution providers can do.
Chris M. Harris - Wells Fargo Securities LLC:
Okay. Thank you.
Lee Shavel - The NASDAQ OMX Group, Inc.:
And I just want to add, again some directional color. One thing that we're tracking in corporate solutions is, on a quarterly basis, the average number of products per client, average revenue per client, and we have seen steady progress in both of those metrics which, I think, is a sign of continued success in working off of that existing customer base and selling additional products and generating more revenue from it. So that's something that we're watching carefully and are pleased with the specific progress that we've made over the past four quarters.
Operator:
Thank you. Our next question is from Ashley Serrao with Credit Suisse. You may begin.
Ashley Neil Serrao - Credit Suisse Securities (USA) LLC (Broker):
Good morning.
Robert Greifeld - The NASDAQ OMX Group, Inc.:
How are you doing?
Ashley Neil Serrao - Credit Suisse Securities (USA) LLC (Broker):
Doing well. I was curious if I now look at all the initiatives that you have right now more on the trading side, the NFX, NLX, what's the current drag on EPS from a combination of those two?
Robert Greifeld - The NASDAQ OMX Group, Inc.:
Lee, do you have that number?
Lee Shavel - The NASDAQ OMX Group, Inc.:
Yeah. So, Ashley, first of all, both of those initiatives are within the GIFT expenses, which, in aggregate, is in the $30 million to $40 million range as we've provided from a guidance standpoint. But, as we've said previously, NLX is approximately $0.02 per quarter and NFX is below that level. So that gives you some sense of the aggregate scale of those initiatives on a quarterly basis.
Ashley Neil Serrao - Credit Suisse Securities (USA) LLC (Broker):
Okay. And just following-up on trading, one of the initiatives that the press is reporting you're going to be launching next year is FX. I was hoping if you could just share some color on what your intentions are in that arena and how do you see yourself differentiating yourselves from your peers? Was that as – that happens to be one market where pricing definitely matters.
Robert Greifeld - The NASDAQ OMX Group, Inc.:
Yeah. So I can't speak for what you're reading in the press, but we haven't announced any FX initiatives or launching next year. I am sitting here in London with Hans-Ole. Hans-Ole, have you announced anything without telling me? So, yeah. So I don't know where you're getting that information but it's not correct.
Ashley Neil Serrao - Credit Suisse Securities (USA) LLC (Broker):
So there is no initiative in play?
Robert Greifeld - The NASDAQ OMX Group, Inc.:
Right.
Ashley Neil Serrao - Credit Suisse Securities (USA) LLC (Broker):
Okay. All right. Thanks for taking my questions.
Operator:
Thank you. Our next question comes from Kyle Voigt with KBW. You may begin.
Kyle K. Voigt - Keefe, Bruyette & Woods, Inc.:
Hi. Thanks for taking my questions and congrats on a good quarter.
Robert Greifeld - The NASDAQ OMX Group, Inc.:
Thank you.
Kyle K. Voigt - Keefe, Bruyette & Woods, Inc.:
Just turn to NLX again, I mean just given that another large exchange that's just announced the planned launch of an interest rate futures exchange in Europe, can you just talk about your commitment to NLX and how you feel that you can fare from a competitive perspective or what the value proposition will be going forward? Thanks.
Robert Greifeld - The NASDAQ OMX Group, Inc.:
Definitely, definitely. So, one, I would say is obviously that announcement was not unexpected. And I think it was expected many months before. So it was no surprise there. But clearly we're in close touch with our customers. And I would say that since that announcement, we've reconfirmed with our customers that there is no change in plans they have with respect to NLX. I've previously stated that we needed to proceed with NLX-2 with some core support in a very meaningful way from some of the major banks. And we're continuing along that path. And, right now, we remain optimistic that we're going to get there. And I also would want to make it clear that the world that we envision in the listed futures world is not that dissimilar from what we've seen in the equity world where we expect them to have more than one trading venue clearing through a common clearinghouse. So if we have LCH playing the essential role that the DTCC would play in the U.S. equity world, we certainly see that our customer could trade on one venue and have that then – as long as it's clearing in the same venue, then it's basically fungible. And it puts the customer in a position where the different trading venues can compete quite aggressively against each other. And you have a situation in listed futures world where the customers have smart order routers. And if they don't they are planning to have them which allow them to create essentially a virtual book between the different venues. So that's the world we see developing. It's one we're very comfortable with. It's one we compete in our transaction businesses today. And when you see the results of our transaction businesses in this quarter, in particular, you can see that we can run in that competitive world and how efficiently rerun our business as you can still run it with a very healthy margin. So that's where we see the world developing.
Kyle K. Voigt - Keefe, Bruyette & Woods, Inc.:
All right. Thanks a lot for the color.
Operator:
Thank you. Our next question is from Ken Hill with Barclays. You may begin.
Kenneth W. Hill - Barclays Capital, Inc.:
Hey. Good morning, everyone. I wanted to touch on -
Robert Greifeld - The NASDAQ OMX Group, Inc.:
Good to see you.
Kenneth W. Hill - Barclays Capital, Inc.:
Thanks. I wanted to touch on technology again but talk a little bit about the market tech side. I think one nice piece you have guys have been smart. There was some news, I think, earlier in the quarter about you guys supplying market surveillance technology for a Chinese Securities Exchange and some mainland firms. So how are you able to make inroads there in what's historically been a pretty tough place to do business? And then on a related note, you guys announced, I guess, surveillance from dark pool. How do you see those two opportunities kind of unfolding and actually adding to the revenue picture over time?
Robert Greifeld - The NASDAQ OMX Group, Inc.:
Yeah. So I'll start and, let's say, one, obviously, SMARTS has been a very strong acquisition for us and it's kind of the model we'd like to use where as a smaller successful company we were able to lever our distribution capability and also significantly ramp up the R&D spending, where we came out with the products for the brokerage community, where at the time of acquisition it was primarily geared around exchanges and/or regulatory bodies. And so you saw evidence of additional products set as you mentioned with the dark pool. We have more products coming. I say, across the planet, you have increased intention and we think that will continue for surveillance. It's necessary in the markets we live in. And, clearly, whether you're in China, whether you're in Europe or the U.S. that is a common global phenomenon. And our job is to make sure we're delivering the right products and services to meet that growing and real need. And I think the team has done an exceptional job doing that. So the need for surveillance is no different in China than it is in other parts of the world. Adena, do you want to add to that?
Adena T. Friedman - The NASDAQ OMX Group, Inc.:
I would just add that we've been in Hong Kong for well over a decade. We have had a good team there. And we've been working with exchanges and as well as broker-dealers in Asia for many, many years. So it is a testament to the relationships that we've been able to develop over the years to be able to find opportunities to work with exchanges as well as broker-dealers in China as well as all over Europe – I mean all over Asia. And I think the team has done a great job there.
Kenneth W. Hill - Barclays Capital, Inc.:
Thanks for taking my question.
Operator:
Thank you. Our next question is from Michael Carrier with Bank of America. You may begin.
Michael R. Carrier - Bank of America Merrill Lynch:
Thanks, guys. Just a question on the new initiatives in the private markets. It seems like you are increasing maybe your focus on that space. So I just want to get a sense like what's that target market? Where do you see those revenues over the near-term? Or is it more of a pipeline where you establish relationships with those firms and then obviously when they IPO, then you have them longer term as well? And then if I can do one side, just really on the market data, I just wanted to see if the audit revenues this quarter were that significant or not.
Robert Greifeld - The NASDAQ OMX Group, Inc.:
All right. So let me start with NASDAQ Private Markets. And it's important to recognize that we seized on this opportunity based upon the passage of the JOBS Act. And the JOBS Act said that you could stay private with up to 2,000 shareholders and employees did not count. The prior rule was 500 and employees did count. So we said a company could go a long way in its evolution and stay private and we had to make sure that we provided solutions for them. So certainly the relationships we build with these companies in the pre-IPO phase, we have a fundamental belief that they will help us with our IPO win rate. So that's an element to it. But that's a secondary benefit because we think the market by itself is quite exciting. And we certainly believe that a company similarly situated with respect to size and/or complexity will earn for us an equal amount of revenue if not greater than it would if it was in a public company context. But our job is to meet the customer need where companies want to stay private for a longer period of time. We actually support that notion in general. In that, you should only come public when you have a mature business model that can withstand the rigors of these quarterly calls. So we think there will be an increasing number of private companies. And we're there to meet the totality of their needs. So within NASDAQ Private Market, now obviously being combined with SecondMarket, they have a lot of needs that we have developed for a public company and we have to make sure we target that for the private company. We think the liquidity needs of these private companies will evolve over time. We run what's known as SOPs today. We do it on an episodic basis. And we're starting to see some trend line where companies want to run these liquidity programs on a more consistent and regular basis. We also see the broadening of participation in these liquidity programs where they are today primarily employee-based. And we certainly think it will evolve to where early stage investors can use this mechanism for liquidating their position or second stage investors can use it for coming into the marketplace. So it's something that we think has tremendous potential for us. And, as I said, we think the revenue potential per company in the fullness of time is equal to a greater than the revenue potential of the company in the public market context.
Michael R. Carrier - Bank of America Merrill Lynch:
Okay.
Lee Shavel - The NASDAQ OMX Group, Inc.:
And, Michael, on your question on audit, audit was up just slightly – is up $1 million from the prior quarter and up $2 million from the year ago quarter. So I'd say consistent with kind of the lower level of audit fees that we've had but it was a slight increase from prior periods.
Michael R. Carrier - Bank of America Merrill Lynch:
Okay. Thanks a lot.
Operator:
Thank you. Our next question comes from Brian Bedell with Deutsche Bank. You may begin.
Brian B. Bedell - Deutsche Bank Securities, Inc.:
Good morning, folks.
Robert Greifeld - The NASDAQ OMX Group, Inc.:
How are you doing, Brian?
Brian B. Bedell - Deutsche Bank Securities, Inc.:
Good. Good. How are you? Congrats on a good quarter also. Just back on the corporate solutions side, given the IR products ramping up in the first quarter and attrition coming down and the headwind that you had in 2015 this year from foreign exchange transfers, should we expect – I guess, can you sort of make a statement that you think technology solutions revenue all-in, inclusive of the market technology, can actually exceed your mid single-digit growth long-term outlook in 2016? And if you maybe just talk again about the operating margin that you see in that segment with the integration going very well. Thanks.
Robert Greifeld - The NASDAQ OMX Group, Inc.:
Yeah. So, Brian, I do want to start by answering that question in a different way. I believe right now that the corporate solutions business has to be primarily judged by how good our products are, how good they are relative to the competition, and what momentum do we have with our customers. The financial results will follow if we do these things right in 2016. So, great credit to the team. I think we've cleaned up, what I'll call, the operational aspects of the business over the last year or so. Our touch points with our customers have improved quite dramatically. We're seeing signs of that in the financial performance. But, more importantly, as we deal with our customers, they recognize that we are on the move. We're making progress. And you have the whole world anxiously awaiting now our next-gen product. And, as I've said previously, we are in the unique position to take our development might and our development muscle and turn it to this sector of the marketplace. So we don't have any competitors with our kind of technology capability and we're investing in it. We're investing heavily in it. And we're excited with the progress the team is delivering on time, on schedule. Hopefully we'll finish on budget. And good things will happen from there. The other general point, are you in a market segment? Once you are more competitive, that can grow over time. And we certainly believe that corporate solutions is really strategically placed. I mean to be running a public company today is an intense endeavor and you have an increasing need for information to help manage that and then also communicate to your shareholders and your stakeholders. And we're there positioned to meet those needs.
Brian B. Bedell - Deutsche Bank Securities, Inc.:
And just any kind of clarification on the operating margin that you are forecasting for technology solutions in 2016?
Lee Shavel - The NASDAQ OMX Group, Inc.:
No. No.
Robert Greifeld - The NASDAQ OMX Group, Inc.:
No. As I said, I will be focused on that soon enough. But right now, we're making sure the team is doing all the right things. This is a function. You do the right things, the margins will come. Now if you're expecting this business to have margins like we have in index and data then we won't get there, right? So I don't want to create any false expectations but we certainly know what a world-class software company should have as margins. And that's clearly where we're going to get to.
Brian B. Bedell - Deutsche Bank Securities, Inc.:
Okay. Thanks.
Operator:
Thank you. Our next question comes from Ken Worthington of JPMorgan. You may begin.
Kenneth B. Worthington - JPMorgan Securities LLC:
Hi. Good morning. Can you share your views on the evolution of electronic trading of fixed income? And then together, can you update us with how your eSpeed initiatives are progressing? Thanks.
Robert Greifeld - The NASDAQ OMX Group, Inc.:
Right. So I would say certainly that you will be witnessing a fundamental change in the fixed income market over time. But it's also wrong to think that it's going to look like the equity market over time. It has different dimensions to it, different complexities to it which will lead it down a different path. Clearly, we identified U.S. government treasuries as a place for us to start because that's the one area of fixed income that does look and feel like the equity market does in a fully deployed basis. So we're keenly aware of what's going to change in fixed income, in general. We have views of where it's going to end up. And then obviously we have to pay attention to where it's a proper place for us to enter that market. With respect to eSpeed, I think I referred on prior calls to the fact there is change in the market. And you see a number of our customers have traded in the dark in an increasing basis. And I think under Hans-Ole's leadership, the team has come up with an innovative approach to that shifting market structure. We had the first launch of it just this past Monday and it's called eSpeed Elect. And it allows segmentation in the customer base, so customers can choose who they want to trade with and give the pricing that's appropriate to their customer base. And it also allows them to do some of those transactions assuming they are respecting the lit market in the dark. And in many ways, it's a market structure we had envisioned for the U.S. equity market structure. We're able to put it into the fixed income market to the treasury market. And we're excited about the prospects. It's obviously way too early to declare anything today. This week was kind of a semi beta launch where we came out with it in a limited basis. But we'll see a full release of it as the quarter waxes on. Hans-Ole, you want to add anything to that?
Hans-Ole Jochumsen - The NASDAQ OMX Group, Inc.:
Just one thing that, as Bob already have expressed, we are extremely customer focused and centric. And it also means that we have a dialogue also on the European and the U.S. side with the market participants in the fixed income side about how to address the challenge in the fixed income market going forward. And, broadly speaking, part of that is increased product cost of capital coming out of regulation and the past requirements. The other element is this new regulation like, for example, the new exchange regulation in Europe in week or two which definitely influence the fixed income market. But also in the last two days, conference organized by Fed in New York showing us that there is a high likelihood that we will see more regulation also coming into the U.S. treasury market. So we stay very close contact with our customers to make sure that we develop solutions together with them.
Kenneth B. Worthington - JPMorgan Securities LLC:
Great. Thank you very much.
Operator:
Thank you. I am showing no further questions at this time. I'd like to turn the call back over to Mr. Greifeld for closing remarks.
Robert Greifeld - The NASDAQ OMX Group, Inc.:
Great. Well, first off, thank you, everybody, for attending this call today. As I said in my prepared comments, this was truly a remarkable quarter for us. And we congratulate the team on great execution. We're seeing the power of the business model, but it's also important to highlight that this is a balanced quarter. Our results were in no way, shape optimized for the quarter. If anything, you could say that our investments in the future increased during the quarter, which we're proud to do. But we also balance that with a very strong return of capital to our shareholders. So, in many ways, we're pleased with the quarter, but, most importantly, it gives us the platform to continue to grow and continue to provide returns to our shareholders. So thank you for your time. Look forward to talking to you in the near future.
Operator:
Ladies and gentlemen, this concludes today's conference. Thanks for your participation and have a wonderful day.
Executives:
Edward P. Ditmire - Vice President-Investor Relations Robert Greifeld - Chief Executive Officer & Director Lee Shavel - Chief Financial Officer & EVP-Corporate Strategy Adena T. Friedman - President, Global Capital Access, Technology & Insights Hans-Ole Jochumsen - President-Global Trading & Market Services
Analysts:
Richard H. Repetto - Sandler O'Neill & Partners LP Rob C. Rutschow - CLSA Americas LLC Christopher J. Allen - Evercore ISI Ashley N. Serrao - Credit Suisse Securities (USA) LLC (Broker) Brian B. Bedell - Deutsche Bank Securities, Inc. Kyle K. Voigt - Keefe, Bruyette & Woods, Inc. Chris M. Harris - Wells Fargo Securities LLC Michael R. Carrier - Bank of America Merrill Lynch Kenneth B. Worthington - JPMorgan Securities LLC
Operator:
Good day ladies and gentlemen and welcome to the Nasdaq Second Quarter 2015 Earnings Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions will follow at that time. As a reminder, this conference is being recorded. I would now turn the call over to your host Ed Ditmire, Vice President, Investor Relations. Please go ahead.
Edward P. Ditmire - Vice President-Investor Relations:
Good morning everyone and thanks for joining us today to discuss Nasdaq's second quarter 2015 earnings results. On the line are Bob Greifeld, our CEO; Lee Shavel, our CFO; our Co-Presidents, Adena Friedman and Hans-Ole Jochumsen; Ed Knight, our General Counsel; and other members of the management team. After prepared remarks, we'll open up to Q&A. The press release and presentation are on our website. We intend to use the website as a means of disclosing material, non-public information and complying with disclosure obligations under SEC Regulation FD. I'd like to remind you that certain statements in this presentation and during Q&A may relate to future events and expectations and, as such, constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. Information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press release and periodic reports filed with the SEC. I now will turn the call over to Bob.
Robert Greifeld - Chief Executive Officer & Director:
Thank you Ed and good morning everyone, and thank you for joining us today to discuss Nasdaq's second quarter 2015 results. We are very pleased with our performance in the second quarter and with the continued strong momentum being generated across all our businesses. We again delivered record results for our shareholders in terms of non-GAAP operating profit, pre-tax income, net income and EPS. Non-GAAP revenue was $518 million, with improving organic growth and a continuation of especially strong performance across our foundational businesses, Listing Services and Cash Equity. In addition to our solid organic growth performance, we also maintained our focus on running this business as effectively and efficiently as possible, which as you've heard me say before, will always be a hallmark of this organization. As such, we continued to see operating margins move in a positive direction, up year-over-year and remaining at multi-year highs. This is indeed encouraging and indicative of the team's focus and strong execution. Lee will go into greater detail on the numbers in a few minutes. When I look across our franchise today, there are a multitude of positive developments including strong performance in our core business, marked progress with acquisitions and a number of important product launches and initiatives we have in our pipeline. I would like to highlight a few areas where our intense customer focus continues to be the fuel that drives this organization forward and enables us to consistently perform at a very high level. Let me provide you with a few examples. One of the more important undertakings for Nasdaq and our customers is our new energy's futures market, Nasdaq Futures Exchange, NFX. NFX will begin trading tomorrow. We started this based upon a strong dialogue with our customers and our customers' desire for more efficient and cost effective alternative that has been the driving force behind the design and execution of our solution. As a result of the work we have done, we have a broad coalition of partners who have become members and connected to the service and includes 16 FCMs. We also have a large number of market makers over a dozen. And we have a half dozen ISVs which will provide the front-end trading software support. Because of our efficient model and our ability to lever our technology, pricing will be a clear differentiator. In some cases, we will be less than half of what our competitors charge. Horizontal clearing will be the other key differentiator. We are partnering with OCC and this will allow our customers to have greater control and choice in their clearing operations. NFX is a clear continuation of our strategy to expand our capabilities in core businesses that do more for our customers and will drive new growth opportunities. I look forward to reporting to you more about the progress with NFX in the quarters to come. Another good example of where our strong commitment to our clients has enabled us to drive new opportunities is Nasdaq Private Market. While we continue to experience one of the most robust IPO and listings environments in recent memory and we are the leading venue for IPOs with a 70% win rate, we also in addition to our continued strong progress in Nasdaq Private Market during the quarter, we added 25 companies to NPM in the second quarter expanding the user base by one-third. NPM now has over 100 customers worldwide, including leading companies such as Pinterest, DocuSign and Business Insider to name a few. And it is still very early days. Through the NPM platform, we enable companies to meet their liquidity, capital table management and other corporate needs. We're looking to further enhance our platform through new and innovative ways by piloting a blockchain technology initiative, partnering with Chain, for the clearance and settlement of these transactions. Equally important, NPM enables us to cultivate relationships with these early-stage growth companies and their investors much earlier in their life cycle and will open doors to other opportunities in our Listings and Corporate Solutions businesses. Acquisitions have been strategically important to expanding our portfolio and improving our ability to serve clients. Let me provide you with a few highlights. Our index business, part of our Information Services segment, has really been one of the foundational businesses for Nasdaq over the years and has been a growth driver as we have expanded our indices beyond Nasdaq listed benchmark products. In particular, Nasdaq has spent the past five years working with our ETF sponsor partners and with investors to develop and launch outcome-oriented Smart Beta Index products. Most notably, our Dividend Achiever ETFs, Buyback ETFs and our BulletShares ETFs. In response to ever-growing investor interest in the Smart Beta investment strategies, in January, we added to our businesses Dorsey, Wright. I am happy to report that this business was immediately accretive to our earnings and more importantly continues to outperform our growth and return expectations, contributing meaningfully to our Information Services segment record revenues during the quarter. Assets under management in DWA license exchange-traded products have risen over 75% since our late January closing of the acquisition. Around that time on the fourth quarter 2014 earnings call, we said we expected $5 million per quarter in incremental revenue from DWA, but growth has since driven that second quarter contribution to north of $8 million in the quarter. We are also working on multiple fronts to accelerate this already strong growth in this business by increasing our investment in new product development and sales capability. Another key area of our business where our intense focus on our clients' needs is beginning to bear fruit is Corporate Solutions. We prefer to compete in spaces where our investments and expertise in technology can be levered for superior client solutions and clear competitive advantages. Over the past year, we've invested heavily in new product development and today, our Nasdaq IR Insights next-gen IR desktop product, a centerpiece of the corporate product suite, will enable us to transform the space and deliver a significantly enhanced experience for our clients. We have been showing this product to customers, most recently at the Annual NIRI Conference in Chicago and testing it in the field with a growing list of some of our most important clients and the response has been overwhelmingly positive. We are also releasing for the first time the market peer insight version of IR Insights this month, a product with a subset of functionality of the full IR platform. While this product satisfies the needs of a certain segment of the customer base, it will also allow many customers' end prospects to experience most of the commonly used functionalities and see our new user interface. As we move through the beta versions and into production launches, I'm excited at the prospect of more people getting more exposure to these compelling solutions. More broadly, the work we are doing internally with Corporate Solutions to improve and expand our processes for how we interact with our customers through our service excellent initiatives and back-office improvements in billing are starting to resonate and should further help us drive growth with encouraging trends in terms of improving retention rates and new sales leads. So if you look at our progress in the path we are on in Corporate Solutions, is a great example of our intense focus to understand our customer needs and then apply that with technology and expertise to introduce products that exceed our customers' expectations. eSpeed is another business where we have made significant progress to improve our product menu and capabilities to expand the opportunities for our customers. We are in the process of expanding the offering to cover the Treasury bond market over a security's complete life cycle from the when-issued market that precedes the primary issuance to the on-the-run market to the roll products that help users move from one on-the-run issue to the next to the off-the-run market and finally the short-short markets with bonds less than 18 months from expiration will trade like bills. In all cases, we believe electronic trading of these product classes will enhance transparency, provide reliability and resiliency and dovetail with regulator and customer priorities in terms of regulation and clearing. As we progress along with this menu expansion phase, we're also positioning ourselves to take advantage of the potentially significant volume upticks as the Fed signals a rate-tightening cycle. Finally, I want to talk a little about our blockchain initiative, which is another example of our maniacal focus on how to lever new and innovative technologies to develop efficient and effective client-centered solutions. As a technology company and the inventor of electronic trading, Nasdaq is in the business of innovating, developing and adapting new technologies with the goal of delivering global capital market efficiency. We believe that blockchain technology holds great promise in allowing capital markets to operate more efficiently, while simultaneously providing greater transparency and security, all of which are fundamental to the public interest. We are currently exploring the use of blockchain technology in Nasdaq Private Markets. We're targeting initial release of this technology in the fourth quarter of 2015. We also plan to announce further blockchain initiatives in the future. The application of blockchain technology within Nasdaq's Private Markets aims to modernize, streamline and really secure a cumbersome administrative functions and simplify the overwhelming challenges private companies face with manual ledger record-keeping. We see many applications beyond Private Markets. It is early days but we see blockchain technology as holding great potential to provide increased efficiencies to the broad financial sector and all its members. We are taking a significant, but measured steps so that we are certainly positioned to be a central part of this disruptive technology. In closing, the results we delivered this quarter, as well as those examples that I outlined here today, illustrate our strong client-centric focus, our ability to execute and to run this business both efficiently and effectively. They are the essential elements that drive our performance and the results we deliver. We are very pleased with our performance this quarter and it's certainly an exciting time to be here at Nasdaq with NFX, Nasdaq's IR Insights, Dorsey, Wright and all the other products and initiatives we have in our pipeline. We are poised to continue to grow this franchise for months and quarters to come. And with that, I'll turn the call over to Lee.
Lee Shavel - Chief Financial Officer & EVP-Corporate Strategy:
Thanks Bob. The following comments will focus on our non-GAAP results. Reconciliations of GAAP to non-GAAP results can be found in the attachments to our press release and in the presentation that's available on our website at ir.nasdaq.com. I want to start off as I did the last few quarters, by highlighting the impact that stronger dollar had on our results, as it obscures in many cases, solid organic growth that we saw in the business. Revenues of $518 million were reduced by $29 million from the prior-year quarter as a result of the stronger dollar. And excluding foreign exchange and acquisition impacts, revenues were up $16 million or 3%, with 3% organic growth both across the non-trading segments as well as in Market Services. Operating income growth was 6% excluding the impact of foreign exchange. In order to provide greater understanding of these effects on the business units, we continue to provide a schedule of the FX impact on the revenues for each business unit on page 15 of the presentation. I'll start by reviewing second quarter revenue performance relative to the prior-year quarter as shown on page three of the presentation. The 1% or $5 million decline in reported net revenue of $518 million consisted of organic growth in the non-trading segments of $10 million or 3% from growth in Listings, Information Services and Market Technology and $8 million in revenues from the DWA acquisition, partially offset by a $15 million impact of FX for a net $3 million increase in reported revenues and organic growth in Market Services. Net revenues of $6 million or 3%, the result of higher Cash Equity revenues, partially offset by lower Equity Derivative and FICC trading revenue, coupled with a $14 million FX headwind for a net $8 million reported decline. And if we move to page four in the presentation, we show how organic growth breaks down historically between the non-transaction, Information Services, Technology Solutions and Listing Services segments, which had 3% organic growth this quarter, steady with the prior quarter and the volume-sensitive Market Services segment at 3% organic growth for the quarter. On the bottom of this page, we reiterate our views on the medium-term organic growth outlook for the non-transactional segments. As I've said in the past, these views were meant to reflect multi-year cross-cycle periods and actual growth in shorter periods can be above or below these ranges. I'm now going to go over some highlights within each of our reporting segments. All comparisons will be made to the prior-year period unless otherwise noted. Information Services on page five saw $1 million or 1% operational gain and $8 million increase from the DWA acquisition, partially offset by $4 million of FX headwinds for a $5 million net increase in reported revenues, while the operating margin came in at 70%. Data Products revenues saw a 2% operational increase as growth in tape plans and proprietary revenues and the inclusion of DWA more than offset a $6 million decline in audit collections. Index Licensing & Services saw a 32% increase due principally to the inclusion of DWA revenues and secondarily, to the higher revenues from exchange-traded products licensed to Nasdaq indexes on higher assets under management. Assets under management in exchange-traded products licensed to Nasdaq indexes rose 13% to $108 billion at the end of the quarter due to both organic growth and acquired DWA assets under management. Technology Solutions as shown on page six, saw unchanged revenues operationally which compounded with $8 million in FX headwinds resulted in an $8 million reported decline, so the operating margin rose to 14% from 11% in the prior-year period and operating income rose 19%. Market Technology revenues saw a 2% operational increase due in particular to growth in SMARTS surveillance product revenues and new order intake was $31 million in the second quarter. New order activity continues to be healthy with many new contracts in SMARTS and BWise and several advanced discussions in the more binary large deal segment. The period ended backlog finished at $707 million, up about 7% year-over-year. Corporate Solutions revenues saw a narrowing 1% operational decline as we continue progress through the late stages of the integration and customer transitions from the acquisition of the Thomson Reuters Corporate businesses. We are seeing stabilizing revenues as we continue to complete the migrations and integrations through year-end with clear signs of progress in terms of positive net subscription sales in the first two quarters of 2015, positive market reaction to the next-gen IR Insights platform and margin improvement year-over-year. But we continue to experience competitive pressures in select products. Overall, we continue to be optimistic on the intermediate growth opportunity for the business. As I previously noted, the segment operating margin of 14% was a material improvement compared to the prior-year period's 11% helping drive 19% growth in operating income year-over-year. Looking forward, we see ourselves as remaining on track to deliver significant year-over-year improvement in the Technology Solutions' margin in 2015, exit the year in the mid- to high-teens level and continue working to realize our higher medium-term profitability goals. Listing Services on page seven saw a $9 million or 15% operational increase in revenues, driven by pricing changes and an increased issuer base, partially offset by $3 million of FX headwinds resulting in a 10% reported increase in revenues. Operating margin of 44% was up from 42% in the prior year. The U.S. issuer base has 4% more companies at the end of the quarter compared with the prior-year period while in the Nordics, the account is 7% higher with a 14% higher local currency market capitalization. Market Services on page eight saw a $6 million or 3% operational increase in net revenues, which more than – which was more than offset by $14 million negative FX impact, resulting in a reported revenue decline of 4%. Operating margin, however, rose to 53% from 51% in the prior-year period. Equity Derivatives Trading and Clearing net revenues saw a 6% operational decrease due to lower U.S. equity options market share partially offset by organic growth in Nordic equity derivatives revenues. Cash Equities Trading net revenues saw a 20% operational increase as higher U.S. cash equity average capture and increased U.S. and Nordic industry volumes were partially offset by lower market share. Fixed Income, Currency and Commodities Trading and Clearing net revenues saw a 13% operational decline from the prior year with principally volume-driven declines in most fixed product categories and the scheduled end of revenues associated with an eSpeed technology license customer. And Access & Broker Services saw a 3% operational increase. Turning to pages nine and 14 to review the income statement and expenses. Operating expenses increased by $9 million or 3% on an operational basis, more than offset by an $18 million in FX impact, resulting in a $9 million or 3% reported decline. Included in the second quarter non-GAAP operating expenses were over $5 million related to discrete legal expenses as well as some startup costs for the Nasdaq's Entrepreneurial Center in San Francisco. In the first half of 2015, operating expenses have seen zero organic growth compared to the first half of last year, due in large part to the restructuring actions we detailed in the first quarter of 2015. Non-GAAP operating income in the second quarter of 2015 rose 6% on an operational basis, but this was partially offset by foreign exchange resulting in a 2% reported increase. Non-GAAP operating margin came in at 46%, up from 45% in the prior period. Net interest expense was $26 million in the second quarter of 2015, a decrease of $3 million versus the prior year, mainly due to the favorable impact of foreign exchange related to our euro-denominated debt. We also recorded non-operating income related to our equity-method ownership interest in OCC. The non-GAAP effective tax rate for the second quarter was 33% at the lower end of our 2015 33% to 35% effective tax rate guidance range for the year, which we still think is the best projection for our full-year 2015 effective tax rate. Non-GAAP net income was $143 million or $0.83 per diluted share compared to $131 million or $0.76 per diluted share in the second quarter of 2014. The $0.07 increase in our non-GAAP EPS represents core organic EPS growth of $0.04 – $0.04 due to lower taxes, $0.02 due to acquisitions and $0.01 due to non-operating expenses, partially offset by $0.04 impact of changes in the foreign exchange rates. Moving on to the balance sheet, cash flow and capital, please turn to slides 11 and 12. Our gross debt to EBITDA leverage ratio declined to 2.2 times from 2.3 times in the first quarter of 2015, due to both a slight decline in our debt level and increased trailing 12-month EBITDA. I'd like to take a moment to review the second quarter highlights in our evolving capital deployment. On capital return in April, we announced a 67% increase in the quarterly dividend and $25 million in share buybacks, bringing the total shareholder return payout ratio to 47% of non-GAAP net income. The Dorsey, Wright acquisition is performing above expectations with a healthy return on investment and significant accretion. And we continue to invest steadily in promising organic initiatives like NFX within the context of a $30 million to $40 million projected research and development budget for 2015. So we're pleased to be finding attractive capital deployment and return opportunities across a variety of channels and we'll continue to look to put capital we generate to work wherever we see the highest returns to shareholders. Thanks for your time and I will now turn it back to Ed.
Edward P. Ditmire - Vice President-Investor Relations:
Operator, can we open the line up to Q&A?
Operator:
Thank you. Our first question comes from Rich Repetto with Sandler O'Neill. Your line is open.
Richard H. Repetto - Sandler O'Neill & Partners LP:
Yeah. Good morning Bob. Good morning Lee.
Robert Greifeld - Chief Executive Officer & Director:
How are you doing Rich?
Richard H. Repetto - Sandler O'Neill & Partners LP:
Doing good, Bob. The one question if I got the one, but you had a significant increase in the – with your equity, U.S. equity revenue capture. I know it was lower volume and mix shift, but you also did some pricing tweaks. And I guess I'm just trying to balance, but that's positive, the market share is down to about 18.5%. I guess in the past you've talked about maintaining market share because of the overall enterprise importance of having significant share. So how do you balance off again market share – you're doing well with the revenue capture, if it can stay that high – but is there some market share that you're going to have to defend and that that you will need to adjust the revenue capture down?
Robert Greifeld - Chief Executive Officer & Director:
All right so, let me say two things. One we always seek to balance share versus capture. And I'd make the general statement that our capture rate is probably at the high end of our expectations and our share is slightly below our expectations. So you probably see us have a little redress of the balancing. But overall, I'd say we're pleased with the balance that we have today. With respect to the second part of your question, it's important to recognize that with Tape C, we are by far and away, the largest trading venue in those stocks and that's what we pay particular attention to.
Richard H. Repetto - Sandler O'Neill & Partners LP:
Okay. That's helpful. Thanks, Bob.
Operator:
Our next question comes from Rob Rutschow with CLSA. Your line is open.
Rob C. Rutschow - CLSA Americas LLC:
Hi, good morning. Just a question on the Corporate Solutions business. It looks like you had pretty good incremental margins, I'm wondering if you can update us on how much of the projected cost savings you've got in there, and if you can give us a little bit more color on what drove the sequential increase in revenues, if there are any puts and takes there.
Lee Shavel - Chief Financial Officer & EVP-Corporate Strategy:
Yeah. So in terms of where we stand on projected cost savings, I would describe it as we are ahead of plan as we've said in the past in achieving the cost savings in the overall business. But we still have yet to complete the full transition. And so are still bearing some duplicative costs on multiple platforms. In terms of the improvement this quarter, I think we've continued to see the benefit of some revenue momentum within the business as well as the cost savings that we've been able to achieve as a function of just ongoing integration, some of the restructuring efforts that we've taken in the past quarter and then some also business mix shifts in the quarter relative to the prior year that generated higher margins. So I think it's a combination of all of the above that have driven us to that improvement.
Robert Greifeld - Chief Executive Officer & Director:
And I would say that while we're on track for our cost savings, it's important to recognize that we still have been focused on effectiveness first with this business and I think Adena and team are doing a great job to get us to that effective stage. And then there would be more of a maniacal focus on cost efficiency. But right now, we're making sure that we're delivering the best product to our customer as possible in the best possible way and obviously focused on spending a lot of time, effort and money with our next-gen platform, which I said in my prepared remarks, we're happy that's really moving from the beta stage to a production stage for a limited set of our customers.
Rob C. Rutschow - CLSA Americas LLC:
Okay. Great. Thanks for the color.
Operator:
Our next question comes from Chris Allen with Evercore. Your line is open.
Christopher J. Allen - Evercore ISI:
Good morning guys.
Robert Greifeld - Chief Executive Officer & Director:
How are you doing?
Christopher J. Allen - Evercore ISI:
Good. Just within the Technology Solutions segment, I'm just wondering maybe if you could give us a little bit more color just in terms of how to think about the trajectory of revenue going forward, maybe within Corporate Solutions, like how long is the sales cycle for the next-generation IR platform. And within Market Technology the order backlog looks good. The big chunk of that is Borsa Istanbul. I was just wondering when exactly it will be coming online.
Robert Greifeld - Chief Executive Officer & Director:
Okay. So one, I say the important thing is that we see increasing acceptance from the customers of the product set. As I said in my prepared comments, the response has been overwhelming and that will always proceed in increasing revenues. So we're doing all the right things.
Adena T. Friedman - President, Global Capital Access, Technology & Insights:
So in terms of the sales cycle for an IR client, it can honestly be as short as a month or as long as four months. I think that it just depends on how ready they are to make a decision and whether or not they do a very thorough analysis or whether they understand that we have the best solution right off the bat. And so it really depends. We will be spending most of 2016 making sure we upgrade our clients to the new platform in addition to selling new clients with the new platforms, so that will be a transition period for us. In terms of Market Technology, the Borsa Istanbul project is on track. But we will not be completing that project until the second half of next year. So that's when you will start to see the revenue come online.
Lee Shavel - Chief Financial Officer & EVP-Corporate Strategy:
Yeah, Chris this is Lee. Just to add to that, from an accounting standpoint, there are some changes in revenue recognition rules that are coming into play that we expect under the current accounting rules we may begin to recognize some of that revenue in 2017. But I want to make it clear, look, apart from how – what happens from an accounting standpoint, this is very substantial from a cash flow standpoint for us. There is really value that may not be fully reflected in the GAAP results. And we're happy to kind of talk more about the significance; it is one of the largest market technology contracts that we've signed in the business. So it has a meaningful effect. And then in terms of ongoing growth across Technology Solutions, we continue to support the mid-single digits growth across Technology Solutions as a whole. I think it's important to recognize that for the remainder of 2015, as we finalize the integration of Corporate Solutions that we are expecting stable, but not a significant growth in revenues within that business recognizing that we're, as Bob said, focused on effectiveness first within that business, but longer-term, we continue to be very optimistic about the achievement of those growth targets in that business.
Christopher J. Allen - Evercore ISI:
Thank you.
Operator:
Our next question comes from Ashley Serrao with Credit Suisse. Your line is open.
Ashley N. Serrao - Credit Suisse Securities (USA) LLC (Broker):
Good morning.
Robert Greifeld - Chief Executive Officer & Director:
How are you doing?
Ashley N. Serrao - Credit Suisse Securities (USA) LLC (Broker):
Doing well. Just wondering, I heard you comment on capital management, but how are you thinking about doing smaller deals out there similar to a Dorsey or (32:04) that you had a lot of success with?
Robert Greifeld - Chief Executive Officer & Director:
Great question. So one is we continue to see a deal market where the valuations are frothy. Some could argue are irrational, so we're not going to participate at that level. But there is a lot of deals that we do look at. We have a firm discipline in place in terms of how we evaluate these transactions. To the extent there is better value on the smaller end where we can lever our branding and our distribution capability, those are particularly attractive to us. So the answer is yes, we'd like to do more of those type deals, but the pricing has to be right and the situation really has to represent in many ways a perfect storm of opportunity with the core value being that we're leveraging our mother ship in some fundamental way.
Operator:
Our next question comes from Brian Bedell with Deutsche Bank. Your line is open.
Brian B. Bedell - Deutsche Bank Securities, Inc.:
Hi. Good morning folks.
Robert Greifeld - Chief Executive Officer & Director:
How are we doing?
Brian B. Bedell - Deutsche Bank Securities, Inc.:
Bob, maybe can you talk a little bit more about the NFX game plan that's starting up tomorrow. Maybe some goals in terms of market share intermediate to longer-term revenue contribution and again some maybe just highlight some differences versus the NLX initiative and whether you may retool the NLX initiative based on what you might be seeing at NFX in the future?
Robert Greifeld - Chief Executive Officer & Director:
Yeah. Great question. So let me start by saying that NLX I think had a strong quarter. Not visible obviously in the financials of the market share. But with respect to engagement with our customers we had one of the large banks come live for the first time on NLX just last week and on discussions with the proposed members of NLX 2.0 continues and we're also happy to have come to a successful conclusion with our partners on NLX 1.0. So that's there. We're still excited by their prospects. With respect to NFX, I think a key differentiator is you have a broad base of support and I have to say the support has gone somewhat viral from the natural providers of liquidity to the major banks to the FCMs, to the market-making firms. You name it, they all seem to be wanting to be involved with this initiative. So that's been, I think, relatively easier than NLX straightforward. As I said, we certainly were the spark, the catalyst, but we were touching a nerve that obviously the customers wanted us to and they are anxious to have some competition in this space. And you know in our options business we have a revenue per contract in the teens call it $0.16 or $0.18. We see in this world that the revenue per contract is about $1.38 to $1.42. We could come in at half that price and obviously be quite happy with the margin we'll get. And as important as that is the fact that OCC represent horizontal clearing alternative similar to NLX with LCH. And when we talk to our customers, there is not one customer we run into that says, boy, I really like being in a vertical monopoly. So we're trying to address the customer need there. So we're enjoying broad customer support. It's also important to recognize that the structure of NFX strongly encourages people to be active participants I think in a more fulsome way than we had with the original NLX. So we think that will yield a positive outcome. So we're all excited here about day one. We want to start slow and then build from there.
Brian B. Bedell - Deutsche Bank Securities, Inc.:
That's helpful. Do you have a sense of what kind of market share you would try to be achieving to get scale to build the liquidity in the product?
Robert Greifeld - Chief Executive Officer & Director:
I think our traditional measure is you need about 10% market share to have a reasonable depth in liquidity in your book and so that's our target over the next 18 months to get to the 10% number.
Brian B. Bedell - Deutsche Bank Securities, Inc.:
Okay. Great. Thank you.
Robert Greifeld - Chief Executive Officer & Director:
Hans-Ole, do want to add anything to that?
Hans-Ole Jochumsen - President-Global Trading & Market Services:
No, within 18 to 24 months, we...
Robert Greifeld - Chief Executive Officer & Director:
I said 18 not 24 months.
Hans-Ole Jochumsen - President-Global Trading & Market Services:
(36:42).
Robert Greifeld - Chief Executive Officer & Director:
Yeah.
Hans-Ole Jochumsen - President-Global Trading & Market Services:
Yeah. But if I should add one thing, we have already (36:47) seen the last couple of weeks that even the utilities in this market have also been very keen to be connected to the market. So it's not only the usual market participants, it is also utilities, the big utilities in U.S. who want to be part of this new venture.
Robert Greifeld - Chief Executive Officer & Director:
Yeah. It definitely has a viral aspect to it.
Lee Shavel - Chief Financial Officer & EVP-Corporate Strategy:
As good as our sales pitch is, there is definitely a viral aspect to this effort.
Brian B. Bedell - Deutsche Bank Securities, Inc.:
Great. Thanks so much for that color.
Operator:
Our next question comes from Kyle Voigt with KBW. Your line is open.
Kyle K. Voigt - Keefe, Bruyette & Woods, Inc.:
Hi, thanks for taking my question. I guess, if I can turn to Listings business, it looks like you're experiencing really solid growth there with revenue up about 15% year-on-year on a constant currency basis. I guess, can you just give us some more info as to what exactly you're changing on the pricing side. Is it tweaking both the initial and annual listing fees? I guess, I'm just trying to better understand the sustainability of the revenue growth here as we're looking out over the next couple of years. Thanks.
Robert Greifeld - Chief Executive Officer & Director:
Yeah. So I'll say a couple of things and then turn it over to Adena. So one is, I would also highlight on the Listings side the strong performance in the Nordics and that gets overlooked a little bit I think too much. And it really has been a remarkable the success we've had there. With respect to the U.S., we are here at the market site today and it's been a wonderful week. We had the PayPal spinout happen and then yesterday Blue Buffalo had obviously a very successful IPO. And we're also very happy to win Pure Storage a week or so ago and as we said before, we have a 70% win rate. So we have a high degree of issuance. We have an increased win rate and that certainly is contributing to our performance.
Adena T. Friedman - President, Global Capital Access, Technology & Insights:
So in terms of the pricing change, we announced the pricing change in the fall and it was primarily related to the annual listing fees. And we also announced the potential impact of that as we went into the fourth quarter earnings. And we are experiencing the benefit of that pricing change. The most notable change really is at the top end of our fees, where we are now allowing issuers to opt into an all-inclusive fee, which means that they will no longer be subject to any listing of additional shares fees or any other administrative fees and there is a maximum charge for a listing based on their shares outstanding is $155,000 a year. And we did see significant opt-in to that pricing level and we'll continue to offer that option over the next few years. So we've just seen a lot of success in the adoption of the fees that we've put out for the firm. And frankly a lot of support for that all-in all-inclusive fee.
Operator:
Our next question comes from Chris Harris with Wells Fargo. Your line is open.
Chris M. Harris - Wells Fargo Securities LLC:
Thanks. Good morning.
Robert Greifeld - Chief Executive Officer & Director:
Chris, how are you today?
Chris M. Harris - Wells Fargo Securities LLC:
Hey, doing well, Bob. Follow-up on Corporate Solutions. Thanks for the detail on the sales cycle for next-gen IR. Just wondering if you guys can clarify when exactly you are planning to launch that. Is that still, I think, I remember it being Q4. And along with that when you guys do launch, are you anticipating making any pricing changes, given the positive feedback you've been getting from potential customers?
Robert Greifeld - Chief Executive Officer & Director:
So I would say one, we have a version of the product coming out in the July-August timeframe, which will address in a comprehensive way a very small subset of the users. So that's a good experience for us and a good ramp in terms of we get to test the underlying technology, get some user response. Meantime, we'll be working on the full production release and your data is correct. So we expect to have a product in place that should address 85% of the market by the end of this year. So we're excited about that. In the beginning, the pricing is not our focus, it's to make sure it's the best product, but we certainly think we have upside to both the revenue side and probably as importantly I think with the new product deployment, once we get beyond the dual cost structure, we'll have a simpler way to deploy this product which should represent improved margins over time.
Chris M. Harris - Wells Fargo Securities LLC:
Thanks.
Operator:
Our next question comes from Mike Carrier with Bank of America Merrill Lynch. Your line is open.
Michael R. Carrier - Bank of America Merrill Lynch:
Thanks guys. Just a question on the Information Services segment. I guess like two parts. Just on the Index Licensing and Services, obviously you've seen some good traction there. Just wanted to get the outlook, particularly, with DWA, given that business in terms of what you see or where you see the growth coming from. And then, Lee, maybe just on the data part of the business, given that we do have some of the audit adjustment each quarter, just wanted to get an outlook for the second half of the year there.
Robert Greifeld - Chief Executive Officer & Director:
Right. So I'll start with the broad strategic direction we have. So we certainly believe that passive investing, represented by indexing, will continue to grow as a percent of assets under management. But then we also think within that category Smart Beta will grow even faster. And that we recognize that passive investing has somewhat of a natural ceiling because you are bound by a set of predetermined rules. So Smart Beta allows you to put some more intelligence into the passive space and witness not just the DWA acquisition, but obviously Dividend Achievers and some internal products that we're developing. So that certainly represents – I'm looking at Adena and put some pressure on her a double-digit growth opportunity over time, right Adena?
Adena T. Friedman - President, Global Capital Access, Technology & Insights:
I would agree based on the overall growth of Smart Beta.
Robert Greifeld - Chief Executive Officer & Director:
Go ahead Lee.
Lee Shavel - Chief Financial Officer & EVP-Corporate Strategy:
Yeah, so Michael, I'm glad you asked the question. Just a kind of – there were a lot of moving pieces in the Information Services business. And so as you noted, there was a $6 million change in the overall audit revenues year-over-year, that audit revenues were down $6 million in this quarter. And I think it's important to understand, if you want to try to get to kind of a clear organic growth for the quarter year-over-year and you take the operating impact that is ex-FX increase of $9 million and you take out the DWA impact of $8 million for the quarter, but then also keep audit flat from the year-over-year period, our Information Services revenue would have been up $7 million or 6%, which is very consistent with the revenue growth guidance that we have given for that segment. And I think that's a reasonable basis as we look out over the longer-term for that. I do think that from an audit revenue standpoint, we're seeing kind of a stabilization in that revenue and so we may have from quarter-to-quarter some upside or downside, but I think the level that we're at right now is a good baseline to use.
Michael R. Carrier - Bank of America Merrill Lynch:
Okay. Thanks a lot.
Operator:
Our next question comes from Ken Worthington with JPMorgan. Your line is open.
Kenneth B. Worthington - JPMorgan Securities LLC:
Hi good morning. On Nasdaq Private Market, are there metrics that you are seeing that show that the 100 or so companies that are signed up are utilizing the services offered? So either metrics on kind of, secondary transactions or capital raise or something on access to liquidity. And then what are the next steps for NPM?
Robert Greifeld - Chief Executive Officer & Director:
Sure. Great question. So I would say, one, let's start with the initial focus and that's cap table management. So we have clear metrics on how many customers are using that and how sophisticated their use is of cap table. And that's kind of our first foray into the customers. Then the second stage, we run liquidity programs for them and we track one, the size of the liquidity program and then two, how often they're running it. And then as we evolve overtime, it's going to be how broad the participation is in those liquidity programs. Typically they are employee programs today but we certainly see the ability to evolve to a credit investors or early-stage VC firms participating in some of those liquidity programs. So we definitely are one excited about the progress in a short period of time. Definitely see this market evolving. And we definitely pay very close attention to what I call the non-financial metrics, which you are looking at now this – kind of, referencing now, which will really gauge our progress in the medium-term.
Kenneth B. Worthington - JPMorgan Securities LLC:
Great. Thank you.
Operator:
Thank you. I'm showing no further questions. I will now turn the call back over to Bob Greifeld for closing remarks.
Robert Greifeld - Chief Executive Officer & Director:
Another great quarter for Nasdaq. Record earnings on a number of different measurements, so we're proud of that. But I also say, we're most proud of the fact that we are again well-positioned in each of our businesses and I think are taking the lead in innovating in a number of those businesses in our pipeline and our new products coming are I think incredibly strong, so we are fundamentally excited about our prospects going forward. We appreciate your support and look forward to getting back together with you next quarter. Thank you.
Operator:
Thank you ladies and gentlemen. That does conclude today's conference. You may all disconnect and everyone have a great day.
Executives:
Edward P. Ditmire - Vice President-Investor Relations Robert Greifeld - Chief Executive Officer & Director Lee Shavel - Chief Financial Officer & EVP-Corporate Strategy
Analysts:
Richard H. Repetto - Sandler O'Neill & Partners LP Michael R. Carrier - Bank of America Merrill Lynch Brian B. Bedell - Deutsche Bank Securities, Inc. Kenneth B. Worthington - JPMorgan Securities LLC Christopher John Allen - Evercore Partners, Inc. (Broker) Alexander V. Blostein - Goldman Sachs & Co. Ashley Neil Serrao - Credit Suisse Securities (USA) LLC (Broker)
Operator:
Good day, ladies and gentlemen, and welcome to the NASDAQ First Quarter 2015 Results Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions will follow at that time. As a reminder, this call is being recorded. I would now like to introduce your host for today's conference, Ed Ditmire, Vice President of Investor Relations. Please go ahead, sir.
Edward P. Ditmire - Vice President-Investor Relations:
Good morning, everyone. And thanks for joining us today to discuss NASDAQ's first quarter 2015 earnings results. On the line are Bob Greifeld, our CEO; Lee Shavel, CFO; our Co-Presidents, Adena Friedman and Hans-Ole Jochumsen; Ed Knight, our General Counsel; and other members of the management team. After prepared remarks, we'll open up to Q&A. The press release and presentation are on our website. We intend to use the website as a means of disclosing material, non-public information and complying with disclosure obligations under SEC Regulation FD. I'd like to remind you that certain statements in the presentation and during Q&A may relate to future events and expectations and, as such, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. Information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press release and periodic reports filed with the SEC. I now will turn the call over to Bob.
Robert Greifeld - Chief Executive Officer & Director:
Thank you, Ed. Good morning, everyone, and thank you for joining us today to discuss NASDAQ's first quarter 2015 results. We had a very strong start to our year. Our focus on creating new opportunities for our businesses and our customers was clearly evident. And I am very pleased with the overall direction this franchise is headed. The results we delivered during the quarter are the second best in our history in terms of non-GAAP operating income, net income, and diluted EPS. This occurred while also including material year-over-year bottom line growth despite elevated FX headwinds. As I pointed out to you on this call before, we have a fundamental view that our performance at this particular point in time in our evolution is merely a starting point for us to build upon. As you look even more closely at the quarter, past the headline financial numbers, you will see evidence of that development as we advance our strategic ambitions across the businesses. Today, I want to focus on three key areas which illustrate the tremendous progress we have made, specifically our financial performance, our strong strategic execution and the deployment of capital that results from these. Our financial performance during the quarter was solid and once again demonstrates the benefits of diversity in our model. Our non-GAAP operating margins were at multi-year highs at 46%, a function of improving organic growth in the non-trading segments and continued intense focus on the best method of executing our plans. This more than offset intense FX headwinds, and what I would consider a challenging environment for our trading businesses. What is even more interesting to me is that when we look across our entire business, we continue to see meaningful contributions from each segment as well as an expanding set of opportunities. A big driver in our overall performance was the positive trend we continue to see in our non-transaction business segments. We saw a 3% organic growth during the quarter continuing and improving trend over the recent periods. While progress is not where we want it to be, we remain focused on delivering for our customers and shareholders, while investing in the business and continuing to drive growth across the franchise. One of the opportunities in front of us right now is in our Corporate Solutions business. Over the last year, our focus has been on enhancing our product and services and the way we are structured to better serve our customers and meet their needs. We're clearly taking the right steps in positioning this business as a marketplace-leader to the launch of our next-gen platform, which will take place later this year along with a number of other product enhancements across the entire IR, PR, and multimedia offering. This customer-centric framework and focus will give us the ability to develop new enhancements and product introductions and drive growth in the quarters to come. In addition, we continue to see equally positive momentum across our other non-transaction businesses, including Information Services, which was boosted by the strong performance of Dorsey, Wright & Associates. Certainly, our core businesses have and will continue to be fundamental to our success. These businesses not only form the basis of what I refer to as the mothership, but it certainly have and will continue to drive many of the new opportunities for us across the franchise. During the quarter, both our cash equity trading and listing businesses continued to perform well, together rising 7% year-over-year and 15% if you exclude FX. These businesses represent foundational parts of our business that we've successfully levered to expand our product offerings to our customers. Examples include, extending our trading platform to equity derivatives, and delivering Corporate Solutions to public and private companies. I believe this significant growth we continue to see in these businesses in the recent periods bodes well for other related businesses in the periods to come. Delving in a little deeper, one of the more exciting areas of our business right now is the Listing segment, both in terms of recent activity levels, our strong competitive position and new product enhancements we are making. Last year, we had a record number of IPOs with a 61% market share and so far this year, we are trending to a higher win rate. In the first quarter, NASDAQ again was the marketplace leader by capturing 66% of all U.S. IPOs. While we continue to see companies from different sectors, we're clearly living in the new age of biotech, which is truly exciting. Some of the outstanding brands joining NASDAQ during the quarter included Involaon, also we have the largest tech IPO by dollars raised, and Spark Therapeutics, the best performing U.S. IPO year-to-date. As I've noted, we continue to attract many of the new companies that represent what I would call the new economy, including those in green energy like SolarEdge Technologies, a $900 million plus company that provides technology components for solar panel installers that also joined NASDAQ in the first quarter. What's interesting to me is that many of these companies are truly changing our world as we know it today, and we are excited to play a role in their evolution and development by providing them with a platform to raise capital and to reach their stakeholders. Turning to our European markets, we have seen some of the strongest activity in that IPO market in decades. For example, NASDAQ Stockholm had its best start since 1965. In the first quarter, the Nordic markets had 18 new listings continuing the new listing momentum we experienced in 2014 when there was 72 new listings, the most since 2000. The pipeline for the remainder of 2015 looks robust with a backlog of filed offerings remaining at very, very high levels. When you look at our financial performance during the quarter, I think it is a direct output of the way we execute as a company. I'd like to call out a few of the ways our strong execution as a firm continues to drive opportunities for us. Clearly one of the things I think NASDAQ does particularly well today is how we invest in our future. We do this in a number of ways including through investments that lever the mothership as well as sound strategic acquisitions. I am pleased to report that our most recent acquisition Dorsey, Wright & Associates in our Information Services segment, which we just closed at the end of January is off to a tremendous start and moving well ahead of our expectations. The business saw ETP assets licensed to its smart beta indices increased by 37% in the two months since joining NASDAQ and a staggering 48% over the course of the entire first quarter with further gains in April, a truly remarkable performance. In addition, 100% of the clients of DWA's analytics business were successfully migrated in the acquisition, resulting in zero attrition. We are only just beginning the work to accelerate product development and broaden DWA's partnerships across this business but we're obviously very encouraged by the strong start to this partnership and the opportunities DWA adds to our portfolio. We are looking forward to seeing this exciting business grow and develop even further in the months to come. Moving on, one of the most visible developments during the quarter was our announcement of the expansion of our global commodities offering in the U.S. energy derivatives space with the NASDAQ Futures Exchange, NFX. We expect to go live with this initiative later this year. Now, I want to talk a little bit about how we're deepening our client relationships through some of the new product launches during the quarter. With respect to new product launches, we consider it our job to always work from an informed perspective of our customer. This means we work to address their needs, but we also have to go one step further and consider areas that they have not yet thought about. Certainly our next-gen platform in Corporate Solutions business was developed this way and we are in the final stages of testing and we expect to introduce a beta version of this platform to some of our clients in the coming months. NASDAQ private market is another example of this focus in action. This offering, which provides support to private companies as they manage their equity ownership, liquidity needs, and other important functions grew to over 75 companies in the first quarter, truly remarkable for such a new venture. The growth in the first quarter included the addition of Shazam, an innovative UK based entertainment and technology firm, which joined a diverse client group that also included Magic Leap, Tango, Hipmunk, Health Catalyst and Motley Fool. While in the early stages, NASDAQ private market has seen acceleration in revenue and I believe in the medium and long-term will contribute quite meaningfully to the listing service segments' growth. We also continued to introduce significant new product offering in other areas during the quarter, such as our new capabilities in electronic fixed income trading platform, eSpeed. Building on the success of the U.S. Treasury Bills offering in 2014, we launched late in the first quarter trading in Short Shorts, which are short duration treasury bonds and are working towards additional 2015 launches in coupon rolls and then off-the-run treasuries. These products will position us to take advantage of all the opportunities in the current historically calm treasury markets, but more importantly have the largest possible opportunity if and when the anticipated interest rates move by the Fed take place. We certainly believe that will create trading opportunities and stir volume in a meaningful way. The path we're on right now is the right one in terms of new products we have in our pipeline, not only in terms of eSpeed, but across all our businesses and in their ability to continue to deliver meaningful growth to the franchise. Another area where we continue to focus our energies is the U.S. equity market. It's important to note that yesterday was the 10-year anniversary of our announcement of the (12:49) deal. This transaction remains the single most important action we took to secure our position in our core businesses and provided the platform for the growth we're witnessing today. Since our beginning over 40 years ago, we have never stopped dedicating our efforts to increasing the effectiveness and efficiency of markets as a foundational business and something we've levered to deploy a wide range of products and services to the investment community, our interest lies squarely on ensuring the long-term viability of the highest quality equity marketplaces. We share in the excitement around the very successful IPO of NASDAQ listed Virtu Financial recently. In particular, we observed a large number of investors utilizing a multitude of resource sources coming to the reasonable and constructive conclusions about the quality of our regulated markets and the soundness of the business model of those market participants. This was of course in stark contrast to the anxieties once felt by many about a single person's un-researched opinion. Now, when we look at market structure, certainly there are many opinions about what should and should not happen in the desire to improve markets. But at NASDAQ, we are focused on action and what we can actually do to effect positive, constructive improvements. One example is with the access fee program we launched this past February. We started with customers who indicated they are primarily trading in the dark because of the high cost of access or take fees, and others were concerned that significant liquidity rebates might negatively affect market quality. We started with a pilot group of 14 stocks to reduce the market access fee to $0.05 per 100 shares with the liquidity rebate lowered to $0.04 per 100 shares. These fees had maximum set at $0.30 by the SEC as part of Reg NMS about a decade ago, and have remained that way since. That said, after initial review of early data, the experiment has revealed adverse changes in liquidity provisioning, and at the same time no meaningful compensation changes in liquidity taking orders. But to me, that is not the point. So far the experiment seems to be showing that costs are not the only factor in driving the increase in dark trading, while it's also producing the kind of data that can lead to full analysis on any impact of market quality. These are early days, but we're hopeful the data will lead to more discussion and eventually to action to ensure our markets remain the envy of the world. Now, in addition to the strong progress we've made in many areas, which I have highlighted, certainly our focus on our use of capital has also been a significant factor in our success. We have always maintained that the reward of running our businesses well gives us the ability to do more things such as make investments in our future like our expansion into energy futures market and others, as well as giving us the ability to make sound use of our other capital deployment option for our shareholders, whether through share buybacks, dividend or selective acquisitions. During the first quarter, we had executed on attractive deployment opportunities in all channels including $30 million of stock repurchases, bringing the total to $208 million over the four quarters since we restarted the program in the second quarter of 2014. We invested in new initiatives including the meaningful groundwork laid for the launch of NFX and we completed the acquisition of Dorsey, Wright, which, as I mentioned, is already exceeding our expectations. So clearly, we're using all channels to great effect. But in addition, today the company is announcing a two-thirds increase in the dividend to $0.25 per quarter. Is that true, Lee? Two-thirds. Two-thirds increase in dividend to $0.25 per quarter from $0.15. This reflects the financial progress we've made as a company including both growth and diversification, gains that we expect we will improve upon, as well as our commitment to maximize returns to shareholders not only through the effective execution on our strategy and a relentless focus on efficiency, but also through careful and considered use of all available capital deployment options. We have the confidence we are pulling all the right levers and we are well positioned to continue to deliver for our customers and shareholders. As I've said, we've accomplished many things during the quarter and continue to execute well. And when you look at NASDAQ today versus just a few years ago, we're doing more for our customers on many levels than ever before. It's an incredibly exciting time to be here at NASDAQ. And with that, I'll turn the call over to Lee.
Lee Shavel - Chief Financial Officer & EVP-Corporate Strategy:
Thanks, Bob and good morning. The following comments will focus on our non-GAAP results. Reconciliations of GAAP to non-GAAP results can be found in the attachments to our press release and in the presentation that's available on our website at ir.nasdaq.com. I want to start off as I did last quarter by highlighting the impact the stronger dollar had on our results this quarter, as it obscures, in many cases, solid organic growth that we saw in the business. Revenues of $507 million were reduced by $29 million from the prior year quarter as a result of the stronger dollar, and excluding FX and acquisition impacts were up slightly with improving organic growth in non-trading segments offset by some contraction in market services largely the result of lower volumes. Operating expenses were down $18 million due to FX, but even eliminating this impact, we were able to reduce expenses organically by $7 million or 2% from the prior year. These combined contributed to operating income growth of 5%, excluding the impact of FX, and would have produced $0.04 higher non-GAAP EPS. In order to provide greater understanding of these effects on the business units, we continue to provide a schedule of FX impact on the revenues of each business unit on page 15 of the presentation. I'll start by reviewing first quarter revenue performance relative to the prior year quarter as shown on page three of the presentation. The 4% or $22 million decline in reported revenue of $507 million consisted of
Edward P. Ditmire - Vice President-Investor Relations:
Operator, can you open the line for questions.
Operator:
Certainly. And our first question comes from Rich Repetto from Sandler O'Neill. Your line is now open. Please go ahead.
Richard H. Repetto - Sandler O'Neill & Partners LP:
Yeah. Good morning, guys. I guess my question first with, Lee, there was a lot of expense movements around and the new guidance, and when you look at that guidance, it's down $35 million, I think to $40 million, the yearly guidance. Can you first tell us what component – and you did talk about an FX component and then a true cost savings component? Could you break out, out of that $35 million to $40 million, what percentage is what? And then also just on expenses; it looks like the margins in Corporate Solutions were aided by 200 basis points to 300 basis points as you moved the re-categorized revenues, and I just want to make sure that was correct and is that being incorporated into the goals of the margin targets at Corporate Solutions or Technology Solutions?
Lee Shavel - Chief Financial Officer & EVP-Corporate Strategy:
Yeah. So Rich, on the expense guidance, I don't have a precise breakdown for you in terms of the, on the guidance, what is FX and then what is operational. I think it's something we can provide supplementary to you. On the Corporate Solutions element, I don't think that the re-categorization had any significant impact on the overall margins. So I'm a little – just a little puzzled in terms of what you're seeing on that front, but we can maybe understand that a little more clearly.
Robert Greifeld - Chief Executive Officer & Director:
I don't think its Corporate Solutions. It's really – probably TradeGuard (34:58) in the markets.
Lee Shavel - Chief Financial Officer & EVP-Corporate Strategy:
Oh, in the markets.
Richard H. Repetto - Sandler O'Neill & Partners LP:
Excuse me – it's Technology Solutions, because when we look back at the – last quarter, you had a 16% or it shows 16% in today's presentation, and it was 14%, I believe, when you reported in January.
Robert Greifeld - Chief Executive Officer & Director:
Yeah, so that was definitely the movement of TradeGuard and I would – I'm just guessing, but assuming that TradeGuard did dilute the existing margin.
Lee Shavel - Chief Financial Officer & EVP-Corporate Strategy:
Yeah. And you know what Rich, I think that what it represents – that difference represents the shift from including in the last quarter the amortization of acquisition intangibles, whereas in this quarter we're now excluding that for our non-GAAP purposes. Our prior year quarter as reflected in these numbers will also reflect that adjustment. I think that's what the difference is not any shift in the business.
Richard H. Repetto - Sandler O'Neill & Partners LP:
Okay, okay. And then my one follow-up would be on market structure, and Bob, I thought you summarized sort of some of the events that just occurred as far as the market sentiment and a player coming public. I guess my question is, taken that in perspective, but also sort of the results of what you've done in your test on the make or take model. Would you say that you wouldn't be in favor then of reducing cap fees on the make or take, given that it's – well, I believe it was – negatively impact your market share and also the liquidity providers were sort of disincented I guess what my – I heard you say.
Robert Greifeld - Chief Executive Officer & Director:
Yeah. Well, one is we don't have any final conclusions. It's a pilot limited to a number of stocks and we need to gather more data. But certainly, the data we have here today reveals what we would have guessed. It's a lot easier for those who provide liquidity to stop doing it than others who are accessing liquidity to change their routing table. So we're still working on that problem set. To the extent the results stay very similar, then I think you could reasonably conclude that we wouldn't see a pressing reason to reduce the access fee.
Richard H. Repetto - Sandler O'Neill & Partners LP:
Okay. Very helpful. Thank you.
Operator:
Thank you. And our next question comes from Michael Carrier from Bank of America Merrill Lynch. Your line is now open. Please go ahead.
Michael R. Carrier - Bank of America Merrill Lynch:
Hi. Thanks, guys. First question, just on the non-transaction part of the business. I think if I look over the past three quarters, it looks like the organic growth is coming around 2%. It seems like in some businesses, like Listings you guys have some momentum in pricing power, but there are some things on the Corporate Solutions and some of the other areas where there's this phase of re-pricing, and then I think the initiative is then to start to grow and take market share. So just want to get a sense like where are we in that stage of evolution where we see this maybe lower organic growth as you're going through some of this re-pricing to the process so that at the point that you expect that you see some acceleration once you had that behind you?
Robert Greifeld - Chief Executive Officer & Director:
All right. Great question. So one, we certainly agree with you that we are seeing really very strong momentum in the Listing business, both here and in Europe, and we're also seeing very strong momentum in NASDAQ Private Markets, which is particularly encouraging. With respect to Corporate Solutions, I would definitely say it's not the time to focus on a given quarter. This year is clearly a year of transition. We are working very hard, and I think quite successfully in coming forward with a number of different products. We mentioned next-gen in particular, but really as I said in my prepared comments across the wide range of products we have there is a significant amount of refresh going on. So we're pleased with the progress we have to-date. We're pleased with kind of the roadmap we have for 2015, but certainly expect to see an acceleration as these new products come on-stream.
Michael R. Carrier - Bank of America Merrill Lynch:
Okay, thanks. And then just maybe one on the expense side. Any color you can give on, I know you mentioned it's tough to segment the FX versus the restructuring. But just curious, if you have any detail or when you do get that? And then just on the outlook, I think these – that the charges tend to be somewhat consistent or are ongoing. Just want to get a sense, when you think about the business model, you think about the level of acquisitions that you do over time. Is there an amount of, kind of charges, restructurings that you'd expect to be kind of consistent on an ongoing basis versus what would be more say one time in nature?
Robert Greifeld - Chief Executive Officer & Director:
So with the first part of your question, we can definitely give you the breakdown, we just don't have it at our fingertips today.
Lee Shavel - Chief Financial Officer & EVP-Corporate Strategy:
Actually, I can provide more color.
Robert Greifeld - Chief Executive Officer & Director:
Perfect.
Lee Shavel - Chief Financial Officer & EVP-Corporate Strategy:
So let me just address that quickly. So as we described in the restructuring program, we have identified $17 million to $19 million of cost savings in my earlier remarks associated with the restructuring. I think there have been some incremental savings that we have been able to achieve outside of that restructuring amount, but also I would say roughly in the $20 million category relates to expense savings, and then we have the balance of that difference will reflect the change in FX over that period.
Michael R. Carrier - Bank of America Merrill Lynch:
Okay. Thanks a lot.
Robert Greifeld - Chief Executive Officer & Director:
Okay. And the second part of your question, I definitely want to make it very clear that we look at this operation on a continuous basis, and we always focused on how can we run this business more efficiently and more effectively. And the answer you get in one year is always different than the answer you might get in the next year. So when you look at our businesses, independent of any acquisition, you have an organization which will always – from the bottoms up, analyze what we do and always try to make sure we're properly structured for the perspective periods of time. When you have that mindset, we will always be going through some one-time or some level of refinement. We see that as a positive indication that the business is alive, dynamic, and thoughtful in terms of how to run the organization. So we'd like actually the number to be bigger, but obviously as we get more efficient, it becomes that much harder to find ways to do it better. But we remain positive that there are always ways for us to figure out how to run this business more efficiently. So I think when you think about NASDAQ, you should think about us always saying what can we do better and we're not going to get hung up on any accounting treatments in light of our ability to improve.
Operator:
Thank you. And your next question comes from Brian Bedell from Deutsche Bank. Your line is now open. Please go ahead.
Brian B. Bedell - Deutsche Bank Securities, Inc.:
Hi, good morning, folks.
Robert Greifeld - Chief Executive Officer & Director:
How are you doing, Brian?
Brian B. Bedell - Deutsche Bank Securities, Inc.:
Good. How are you?
Robert Greifeld - Chief Executive Officer & Director:
Good.
Brian B. Bedell - Deutsche Bank Securities, Inc.:
Good. So just a little bit more detail on both the global rebranding initiative in terms of what you intend to get out of that, and then also in line with that, if you can talk a little bit more detail about the next-gen platform that the timing of the changes to that platform and if there are early revenue contribution targets from doing that, and then if you can remind us on the operating margin target for the TR Corporate Solutions business and the timing of that?
Robert Greifeld - Chief Executive Officer & Director:
Okay. All right. So let me start with the first part with respect to the rebranding. One is, we're very proud of the way we developed and evolved into a global company. That integration has been, I think very successful when compared with others in this space, somewhat remarkable. And what was interesting to me for the last number of years, we've had folks from our European operation saying that we should drop the OMX from our name, that NASDAQ was the good global brand and it played in Europe and Asia, and in certain ways it's stronger outside the U.S. than in the U.S. I had resisted that for a period of time but it didn't really make any sense going forward. It's the way our customers think of us, it's the way the public perceives us and it's right for us to have the official corporate name reflect that reality. So that was the decision in the coming. With respect to corporate solutions, as I mentioned in my prepared remarks, we're going to beta release quite shortly in the next month or two months with selective customers. Obviously that is not a ready-for-production version, but it shows that we're getting close to that. We expect the first major production release of next-gen to be sometime in the third quarter of 2015 and we expect the full release to be available in and around the end of 2015. So as I said, those efforts – we have a great set of team, people and teams working on it and we grow increasingly comfortable and the customer feedback has been beyond our expectations.
Lee Shavel - Chief Financial Officer & EVP-Corporate Strategy:
And then on the third part, on the Technology Solutions margin, what we have said is that, we do expect to achieve year-over-year improvements on that margin as we successfully integrate the Thomson Reuters integration, reduce the number of platforms. And we have a long-term objective of getting the profitability of that business to 20% or higher, but we have not set a specific timeline. I think we'd like to make certain that we've completed the integration and have a clear review on the success of that before we consider any more precise guidance on timing.
Brian B. Bedell - Deutsche Bank Securities, Inc.:
That's great. And then just may be one follow-up. Bob, if you could talk a little bit about the energy platform initiative? How it differs from NLX in structure and then if could also comment on what you're thinking about NLX in terms of timing of – if you continue to go with that and if it still a $0.02 drag per quarter?
Robert Greifeld - Chief Executive Officer & Director:
I think that's two follow-on questions, but we'll...
Brian B. Bedell - Deutsche Bank Securities, Inc.:
Sorry.
Robert Greifeld - Chief Executive Officer & Director:
It's okay, Brian. All right. So let me start with our energy platform. So one, as you saw with the announcement, the broad base of support is quite remarkable, and I would have to say since the announcement, the number of market participants across the globe, who are signing up for it is greater than we could have anticipated. So you see a lot broader acceptance of the concept with our energy effort. In addition, it's important to recognize that the core group and our energy product has to pay. So you might call a pay for play, but they have a commitment to the enterprise in terms of real dollars that have to work. So those are two, I think very strong differentials. I also say the FCM community has been particularly receptive to this, and we're getting stronger support again than I could have guessed. With respect to NLX, you had basically NFX learn from NLX and now NLX is trying to learn from the model that was negotiated with our partners in NFX and we remain, I think optimistic that we have a future for NLX. We watch it every day and as you've highlighted with your number here, we have reduced the operating cost of NLX quite dramatically.
Operator:
Thank you. And your next question comes from Ken Worthington from JPMorgan. Your line is now open. Please go ahead.
Kenneth B. Worthington - JPMorgan Securities LLC:
Hi, thank you. I just missed the cutoff. Okay. So can you just talk about the options business, it looks like recent entrants have been having a reasonable impact on market share and the incumbents generally seem to be losing. Maybe what are the new entrants doing effectively and I guess is a NASDAQ response required here?
Robert Greifeld - Chief Executive Officer & Director:
Well, the one thing that I would say with respect to the Options business, which is outside the normal realm of competitive pressure is that we agreed to participate in a further funding of OCC based upon one, our equity ownership and the strong push by the regulators to bring better balance sheet to that operation. So we did that investment, it represented a good return to NASDAQ's shareholders but I'd have to say that not all customers were wild about that and some wish that they had had the opportunity to participate, and I think certain customers then took that as an opportunity to essentially put us in the penalty box. So it is a 100% our responsibility to get back in the good graces with those customers. We're focused on it. We're working on it hard and we're optimistic going forward. That being said, the options market is competitive. We thrive in competitive field, so we have our plans in place and we have respect for the competitors, but know that we come at it with a strong arsenal of customer centric tools and capabilities.
Operator:
Thank you. And your next question comes from Chris Allen from Evercore. Your line is now open. Please go ahead.
Christopher John Allen - Evercore Partners, Inc. (Broker):
Morning, everyone. Just wanted to ask on the restructuring. What was the thought process that led to the restructuring? What areas was targeted in specifically around in terms of head count reductions? And if it was FX driven, why was there a consideration around potentially using hedges instead?
Lee Shavel - Chief Financial Officer & EVP-Corporate Strategy:
Sure. So, Chris. A couple of answers there. First, the motivation for the restructuring charges. We are always looking at opportunities to improve our cost structure. I think, in particular, given some of the FX headwinds, we felt a higher obligation to take a close look across the businesses and we didn't rule anything out. We really challenged the businesses to find a variety of ways to reduce our costs. As I mentioned, certainly the head count reductions reflect in part permanent reductions, but also the acceleration of an initiative that we've had to look to move certain jobs in operations both market and accounting to lower cost areas, where we see a significant opportunity. So that represents a significant part of the restructuring charge as well as rationalization of some of our global real estate. Through acquisitions, we've acquired a number of facilities, and we've been in the process of consolidating those and have taken some steps to improve efficiencies on that front. So I would just describe it as part of our overall discipline here.
Robert Greifeld - Chief Executive Officer & Director:
And the point I would add is we're very attuned to how we (50:11) capital and what kind of returns we get, so obviously share buybacks are important acquisitions, internal investment. But by far and away, the highest return on invested capital is a restructuring opportunity. If we have the ability to invest to allow us to run more efficiently going forward, that is the best use of capital. So we just wish we had more of these opportunities. I think the team did a great job on reimagining how we can run this place, and obviously we're then reducing our core run rate going forward. So we're very happy with that.
Lee Shavel - Chief Financial Officer & EVP-Corporate Strategy:
And Chris, I think there was a second part to your original question?
Christopher John Allen - Evercore Partners, Inc. (Broker):
Yeah, just whether any of the restructuring shown by FX, it kind of looked that way for future release.
Lee Shavel - Chief Financial Officer & EVP-Corporate Strategy:
Oh! Yeah. Well, not specifically and there's no specific restructuring charge associated with FX. Simply the change in our expense guidance reflects an expectation of a stronger dollar which reduces our overall expenses. I talked about the breakdown of that change where approximately $20 million of it is related to cost saves, the balance due to FX. And in terms of hedging, we do hedge our revenues when we recognize them, when we recognize, when we book the receivables so that we're not exposed to FX exposure on that front, but given the uncertain nature of many of our revenues, particularly on the transactional side or in the market technology business, which involves large contracts in uncertain timing, it's not, from our view, economically attractive for us to attempt to hedge those and we expect those exposures even out over time.
Christopher John Allen - Evercore Partners, Inc. (Broker):
Thanks, guys.
Operator:
Thank you. And your next question comes from Alex Blostein from Goldman Sachs. Your line is now open. Please go ahead.
Alexander V. Blostein - Goldman Sachs & Co.:
Great. Good morning, everyone.
Robert Greifeld - Chief Executive Officer & Director:
How are you doing, Alex?
Alexander V. Blostein - Goldman Sachs & Co.:
Good. So quick question for you guys, I guess, on FX again. So, Lee you gave this guidance which obviously implied some benefit from lower – from a weaker krona, I guess in March versus January for the year. I think it was – I think the krona was down like 5%, 6% when you kind of look at that March versus January timeframe. Any sense if you were to look at the revenues of the business, what that total number would look like, I guess if you looked at the same kind of FX impact in March versus January for the full quarter? Just trying to get a sense to like really match up your guidance on expenses and the kind of the lower guidance on expenses because of FX relative to revenues?
Lee Shavel - Chief Financial Officer & EVP-Corporate Strategy:
Right. So, Alex just to give you some sense around that, and it's important to understand that our primary FX exposure, it's a range of currencies, but it's not predominantly the Swedish krona because our revenues and expenses roughly match, and if you look at the enhanced disclosure that we'll be providing the 10-Q, it will provide a clearer sense of that transactional FX exposure. It really is predominantly a euro exposure, and to give you some sense of that, on a year-over-year basis from a revenue perspective, our revenues were impacted by a negative $29 million year-over-year. But on the sequential quarter basis from the fourth quarter to the first quarter, it was a $13 million impact on revenues. Does that give you the answer that you're looking for?
Alexander V. Blostein - Goldman Sachs & Co.:
Sure. I was just kind of looking for the run rate as of March because you guys are using March for the FX, for the expense guidance for the full year, which March was obviously a further headwind, but we can follow-up offline. And then just my follow-up on, I guess around Corporate Solutions, clearly you mentioned this is a still kind of work in progress for you guys this year. Just wondering, where you think the quarterly run rate could bottom out where you – given the competitive pressures you guys are seeing in the business. It sounded like you thought you were kind of closer to the bottom couple of quarters ago, but that number continues to slip. So just kind of curious to see like, where this could go before we can start thinking about rebuilding that number.
Robert Greifeld - Chief Executive Officer & Director:
I think we're near the bottom. We do expect as we get further in the year for that number to have an inflection point.
Alexander V. Blostein - Goldman Sachs & Co.:
Got you. Okay, thanks.
Operator:
Thank you. And our last question comes from Ashley Serrao from Credit Suisse. Your line is now open. Please go ahead.
Ashley Neil Serrao - Credit Suisse Securities (USA) LLC (Broker):
Good morning.
Robert Greifeld - Chief Executive Officer & Director:
How are you doing?
Ashley Neil Serrao - Credit Suisse Securities (USA) LLC (Broker):
Good. Couple of questions just around capital management, sideways to dividend. Just wanted to get your thoughts on how you're thinking about the dividend longer term, and also your current leverage levels as well?
Robert Greifeld - Chief Executive Officer & Director:
Right. So, let me start with the dividend question, and as I said in my prepared remarks, we look at multiple channels for use of capital. I think it's important for us always to be positioned to execute across those multiple channels. We certainly did that very successfully in the first quarter with both share buybacks and the acquisition of Dorsey, Wright, and further investments in internal initiatives. So that's what we have to do. So the raising of the dividend is certainly a quite strong positive, because it means that we think our business model is strong enough for us to execute across all those channels while increasing the dividend by two-thirds. And that is the benefit of the great execution we've had over the last number of quarters.
Lee Shavel - Chief Financial Officer & EVP-Corporate Strategy:
And Ashley, on the leverage question, as I noted, our total debt or gross debt-to-EBITDA is 2.3 times, and that – that reflects at one level a benefit from the stronger dollar having an impact on our euro-denominated debt, but offset by – what I would describe as a temporary increase in debt as we were financing the Dorsey, Wright acquisition through our revolver. But we would – we expect for that dent to be paid down over the balance of the year, and we would generally continue to target that number in the low 2s as our leverage – normal leverage level.
Ashley Neil Serrao - Credit Suisse Securities (USA) LLC (Broker):
Thanks for taking my questions.
Robert Greifeld - Chief Executive Officer & Director:
Great.
Operator:
Thank you. I would like now to turn the call back to CEO, Bob Greifeld for any further remarks.
Robert Greifeld - Chief Executive Officer & Director:
Great. Well, I first thank everybody for the time this morning. As I said in my prepared remarks, it was a very solid quarter. We are executing really across a wide range of our businesses and it is an exciting time to be here at NASDAQ and we certainly have many great prospects going forward, and we appreciate your support in this effort. Look forward to talking to you in very short order. So, thank you.
Operator:
Ladies and gentlemen, thank you for participating in today's conference. This does conclude today's program. You may all disconnect. Everyone have a great day.
Executives:
Ed Ditmire - VP, IR Bob Greifeld - CEO Lee Shavel - CFO Adena Friedman - Co-President
Analysts:
Rich Repetto - Sandler O'Neill Mike Carrier - Bank of America Merrill Lynch Chris Harris - Wells Fargo Ken Worthington - JP Morgan Brian Bedell - Deutsche Bank Ashley Serrao - Credit Suisse Alex Blostein - Goldman Sachs Niamh Alexander - KBW Neil Stratton - Citigroup Chris Allen - Evercore
Operator:
Welcome to the NASDAQ Fourth Quarter 2014 Results Conference Call. [Operator Instructions]. I would now turn the call over to your host, Ed Ditmire, Vice President of Investor Relations. Please go ahead.
Ed Ditmire:
Good morning, everyone and thanks for joining us today to discuss NASDAQ's fourth quarter 2014 earnings results. On the line are Bob Greifeld, our CEO, Lee Shavel, CFO, our co-Presidents, Adena Friedman and Hans-Ole Jochumsen, Ed Knight, our General Counsel and other members of the Management Team. After prepared remarks we will open up to Q&A. The press release and presentation are on our website. We intend to use the website as a means of disclosing material, non-public information in complying with disclosure obligations under SEC Regulation FD. I would like to remind you that certain statements in this presentation and during Q&A may relate to future events and expectations and as such, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. Information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press release and periodic reports filed with the SEC. I now will turn the call over to Bob.
Bob Greifeld:
Thank you, Ed. Good morning everyone and thank you for joining us today to discuss NASDAQ's fourth quarter 2014 results. We're pleased to deliver another strong quarter for our shareholders with record non-GAAP earnings per share of $0.75, up 9% year-over-year. Our non-GAAP operating margins were 43% during the fourth quarter, a 300 basis point improvement from a year ago and at multi-year highs. When you look back on the results this quarter and really the entire year, what emerges are new higher baselines we've established for our revenue, profitability and earnings metrics as well as an improved strategic alignment between our people, our products, our operational expertise with our customers. Our revenue, non-GAAP operating income and net income all reached record levels during the year, but fundamentally I see this as just a starting point from which we can build. As our business continues to evolve far beyond our grounding in the equity world, the businesses we're in are more diverse than ever before and operate really as complementary ecosystems. As we review our businesses in addition to the obviously successful financial metrics, we focus on our relative competitive position in the marketplaces in which we serve. I'm happy to report that the overwhelming majority of our businesses are in a better competitive position than one year ago. This is the best compliment possible for the management team and all the employees here at NASDAQ. The changes we made during the year to evolve our management structure and to expand our product set across all businesses reflect the evolution of our business and the market realities in front of our clients today. We're confident about the path we're on with operational efficiency continuing to be paramount and our ability to continue to serve our customers and grow this franchise. In 2014, we saw our best year in the IPO market in over a decade. NASDAQ capitalized on this year with a 60% win rate of all IPOs in the U.S. and it was also the best year across our Stockholm and Nordic markets since the year 2000. All this helped to deliver 5% growth in our global listings base compared to the prior year. Truly, an outstanding year for IPOs and a large number of companies that selected NASDAQ certainly underscores the compelling value proposition that we offer to the companies who list here. In addition, we're also the beneficiaries of improved volume in the markets and also made marked progress in expanding both the functionality and the product offerings in our trading business contributing to strong market share performance. As a result of executing our strategy well in an improving environment, we finished full year 2014 with net cash equity trading revenues 17% higher while strong market share has also positioned us to continue to realize the benefits if volume remains constructive in 2015. Turning back to this quarter, we were encouraged by the upward momentum we saw in organic growth. In the fourth quarter organic growth rose to 3%, up 400 basis points from the third quarter and contributed to a year that delivered solid mid-single digit organic growth in the non-transaction businesses, in-line with our longer term outlook and the positive organic growth in the trading businesses for the first time in many years after volumes stabilized over the last few years, we saw an inflection point in 2014. So overall, we're confident we're doing the right things to grow our business in meaningful ways. I would like to get into a little more detail on the broad highlights that help define our quarter and our year and to demonstrate the progress we're making to expand our capabilities and increase the value we deliver to our customers. As I mentioned previously, clearly one of the highlights to our year was a strong return on the IPO market. This helped drive strong performance in the listing services segment and also signaled that investor confidence is returning, something we're obviously happy to see. We finished the year with 189 IPOs and total proceeds raised of over $22 billion. To put this in some context, this far and away eclipsed our strong 2013 IPO total of 126. We were the only exchange globally to surpass the 150 IPO listings in 2014. We have an unmatched set of product and services that truly allow our companies to be more efficient and effective in reaching their stakeholders. This is what sets us apart from our competitors. Our market site tower in Times Squares embodies in a sense our storefront to the world and is a fantastic stage to our listed companies. This year we completed a major renovation in the market site significantly increasing our ability to serve our clients and provide them with a world class venue to mark important milestones as they grow and a home-away-from-home to reach the investment community and stakeholders. In addition, we made significant functionality enhancements to our IPO Cross which now provides even greater levels of transparency and control when new issuers come to the market. To that point we welcomed some tremendous brands in 2014 including GoPro, TrueCar.com, Virgin America and Weibo. Just recently, Walgreens, an over $70 billion market cap company, that for over 80 years was listed on the rival exchange decided to switch to NASDAQ. So far this year, we're encouraged by the healthy IPO pipeline we're seeing. In our market services segment we continue to focus on our customers and how we can leverage our core assets to add value across the entire offering. Our U.S. derivatives business finished the year with the leading market share in U.S. equity and ETP options for the 5th year in a row, truly remarkable considering NASDAQ has only been in the options business for about six years. With respect to eSpeed, we've embarked upon the most significant product expansion since the platforms founding 15 years ago following the completion of important core technology enhancements earlier in 2014. New products like the Electronic Treasury Bills, are resonating with our customers and we averaged about $5 billion in notional daily volume during the fourth quarter. Just this past Monday, we did a soft launch of our new short-duration bond note product, known as short shorts for issues with 18 months or less maturity. Throughout the remainder of 2015 we expect to be launching coupon roles and off the run securities, filling out the remainder of the Treasury Yield Curve. So we feel good about the stable of products we have in our pipeline and our ability to grow the platform. In the Nordics, clearly a milestone for us this year was the fact that we were the first clearing house to achieve EMIR compliance certification to offer true multi-asset derivatives clearing. This stamp of approval not only validates the central clearing model that our customers want but also enables us to move forward at a rapid pace with new product introductions. Now moving on to a technology solutions segment, we made equally strong progress in further developing these businesses and aligning our strategy with our customers. As a market operator for over four decades, we built an expansive set of technology solutions and expertise that is really unmatched in the marketplace. To this end, we continue to see strong customer uptake for our products and solutions across market technology businesses. We have the ability to enable our customers to expand their capabilities more quickly and efficiently and this was certainly a driving factor behind many of the new clients and extended partnerships we established during the year, most notably in China with the Shanghai futures exchange, the Philippines Stock Exchange and recently with JPX in Japan for development and support of a next generation derivatives trading system. In the fourth quarter, market technologies set new highs for quarterly order intake at $193 million including record new order take at both BWise and SMARTS Broker and market technology setting new record period-end backlog at $704 million, truly impressive. The market technology segment grew 5% over the full year 2014 and 10% if you exclude the FX headwinds, so a great year. We continue to be encouraged by the growth opportunities we're seeing in this business and our ability to deliver core trading, clearance, surveillance and enterprise risk management solutions to customers all over the world. Now turning to corporate solutions, we continued to make operational progress and enhancements to the product and service offerings to better align with our customers. There is no more clear example of our long term strategic focus than the progress we made with our IR NexGen platform. We have been presenting a beta version of this product in road shows since the fall of 2014 and the customer response has been tremendous. We believe this offering truly has the potential to set a new standard in the IR space, but even more importantly, it will provide a robust platform for new product enhancements and growth opportunities in the months and the years to come from our corporate solutions businesses. We're looking forward to getting the first version of the product in our customers' hands before the end of the second quarter this year as part of a phased 2015 rollout. Moving on to information services, this is certainly one of the great corner stones of our business here at NASDAQ. In our index business we've grown revenue 22% during 2014, as period assets under management and licensed ETPs grew 8% and we've also substantially expanded the product set by increasing the number of products licensed to our indices by 12%. A material part of that growth story has been in the emergent dividend to achieve this franchise which has grown AUM by over 200% since we acquired it two years ago. This experience gives us confidence to agree this month to acquire Dorsey, Wright & Associates, a provider of smart beta indices and portfolio analytics based on their thought leadership and relative strength methodologies. We see similar opportunities to accelerate product development including adding international and non-equity products as well as to broaden DWA's already strong ETP sponsorship partnerships. In addition, DWA will leverage the highly scalable NASDAQ Index Calculator and our world class data dissemination capabilities. In data products organic growth remains steady. We saw a particular strength again in the NASDAQ BASIC offering which realized a 48% increase in subscribers year-over-year, even as the product experienced some moderate price increases. NASDAQ BASIC delivers a very effective, lower cost option to the consolidated tape and it serves our customers well, saving some of them millions of dollars per year and it has become an established industry standard in only its few short years of existence. While 2014 set another record revenue level in information services, we certainly see substantial opportunities to grow this business. We're excited to welcome Salil Donde to NASDAQ as EVP of Information Services, reporting to Adena. Salil is an innovative entrepreneurial leader who will bring new perspective to our information service business, something we would expect will drive new opportunities for us across this important segment. Now in addition to the progress we made across our core businesses, we're always looking for ways to increase value for our shareholders and customers by investing in new initiatives that we believe will provide growth and opportunity for us. When we run our core businesses as efficiently as we do, we're able to return significant capital to shareholders but also invest in R&D. Looking at our performance, I think that it shows we balance these quite well. In terms of investments, NASDAQ Private Market is continuing to gain traction and client list interest. There are now more than 60 companies using NPM products today and they range from promising start ups such as Tango and Mobli to well established private companies like Motley Fool. We continue to be encouraged by the progress we're making in serving this important segment of the market and this clearly will be a growth driver for us in the years to come. At NLX, we made significant efficiency improvements to better lever core NASDAQ assets. As a result, the EPS impact has been reduced from $0.04 to $0.05 per quarter to $0.02 per quarter. We're also excited by the progress we're making in discussions with the leading players in the industry to become true partners in the NLX venture. Looking forward beyond NLX, we're thrilled when customers from time to time provide us with new opportunities to offer competitive alternatives that leverage our technology and help deliver increased efficiencies and business opportunities. We evaluate those opportunities and only invest when we think there is good prospect for success and attractive returns for our shareholders. Now I would like to expand a little on some of the key opportunities in areas of focus for us in 2015. When you look across our business, we continue to see greater opportunity to serve our customers in new ways. Let me highlight just a few of them. As I mentioned we recently announced the acquisition of Dorsey Wright in our index business. This acquisition will help drive NASDAQ's capacity to grow its index across asset classes and geographies with substantial opportunities in index licensing. The ETF market is growing at an impressive rate and the smart beta segment of that market is growing at even an higher rate and we truly believe that this is a good marriage of their products and our technology and distribution channels that will offer our customers greater choice and drive growth opportunities for us. In addition, Dorsey Wright brings a strong set of relationships with the retail advisor community which it serves with portfolio, modeling, analytics and other products. We look forward to exploring ways of serving this retail advisor community in better and broader ways and believe there could be an attractive revenue synergies for us. As I mentioned before, eSpeed is in the early stages of what should be a very significant product menu expansion for us and help drive growth across the platforms in the quarters to come. Corporate solutions will see the completion of a substantially revamped and upgraded product set during 2015 with the NexGen platform forming the core which along with organizational enhancements to better align with our customers will position us to grow significantly over the long term. Our listing franchise enters 2015 with a material expanded customer base as well as additional tailwinds such as certain pricing adjustments in the U.S. listings business. We also have a higher market capitalization of Nordic listings which drives revenue and a strong operational momentum as I mentioned at NASDAQ Private Market. Our trading franchise is seeing strong market positions allowing it to capitalize from a trading environment in early 2015 which seems likely to build on 2014's positive inflection point. January month to date, the volatility numbers are up 30% higher than the 2014 average and I would remind everybody that for every 10% increase in trading revenue, we get an extra $0.20 per share in annual earnings. In closing, it was another record quarter and another strong year for this franchise which highlights the strength of our model and the clear path we've established for growth. Perhaps even more exciting to me is that we have the management structure in place that best positions us to grow over the medium and long term. One of the great advantages we've always enjoyed at NASDAQ is the great talent and strength of our bench and we're better organized to utilize those talents and skills than ever before. As a result of the work we've done to transform our business we have a new baseline from which to measure our performance and even more importantly, we're confident in our ability to deliver meaningful growth and return to our shareholders from these new benchmarks we've established. And with that, I will now turn the call over to Lee, who will go into the numbers in more detail.
Lee Shavel:
Thanks, Bob. Good morning, everyone. The following comments will focus on our non-GAAP results. Reconciliations of GAAP to non-GAAP results can be found in the attachments to our press release and in the presentation that's available on our website at ir.nasdaq.com. I want to start off by highlighting the impact the stronger dollar had on our results this quarter as it obscures in many cases, solid organic growth that we saw in the business. Revenues of 517 million were reduced by 20 million from the prior-year quarter as a result of the stronger dollar and excluding FX impact grew 3%. Operating expenses were down $11 million due to foreign exchange but even eliminating this impact we were able to reduce expenses organically by $6 million or 2% from the prior year. These combined organic results contributed to operating income growth of 5%, excluding the FX impact and would have produced $0.04 higher non-GAAP EPS. In order to provide a greater understanding of these effects on the business units, we're providing a schedule of the FX impact on the revenues for each business unit on page 14. I'll start by reviewing our fourth quarter revenue performance relative to the prior-year quarter as shown on Page 3 of the presentation. The 1% or $3 million decline in reported revenue of 517 million consisted of organic growth in subscription and recurring revenue of 9 million or 2% from growth in the listings, data products and index licensing and services offset by 13 million due to the impact of foreign exchange for a net 4 million decrease in reported revenues. It also included organic growth in transaction driven net revenues of 8 million or 4% from significantly higher cash equity trading revenue offset by 7 million due to foreign exchange for a net 1 million increase. And if we move to page 4 in the presentation, we show how that organic growth breaks down historically between the non-transaction, information services, technology solutions and listing services segment which had 4% organic growth this year and the volume sensitive market services segment which had 2% organic growth for the year. On the bottom of this page we reiterate our views on the medium term organic growth outlook for the non-transactional segments which we continue to be in-line with for our 2014 performance. I'll reiterate what I've said in the past that these views were meant to reflect multi-year cross-cycle periods and actual growth in shorter periods can be above or below these ranges. I'm now going to go over some highlights within each of our reporting segments. All comparison will be made to the prior-year period unless otherwise noted. Turning to page 5 we have changed the business segment revenue categories, beginning this quarter to reflect changes in the way we're organized and are managing the business. Please note consolidated segment revenues are unchanged. In particular, the U.S. and European revenues have been combined in all of our businesses and in the market services segment we've moved to three categories of trading revenues as managed by Hans-Ole Jochumsen and his team. They consist of equity derivative trading and clearing, cash equity trading and fixed income currency and commodities or FIC trading and clearing which includes our energy and other commodities business, eSpeed and European fixed income clearing operations, our NLX London futures exchange as well as revenues associated with our Nordic clearing house and finally, Access and broker services which remains unchanged. Included in our earnings press release is a table showing our revised revenue format going back the last four quarters and three years. In information services on page 6, we saw a 6% or 6 million revenue increase with operating margins steady at 70%. Data products had a 5% or 4 million increase in revenues, due largely to growth in NASDAQ BASIC revenues due to both user growth and the impact of a 2014 pricing change partially offset by a negative 2 million impact from FX. Index licensing and services grew revenues 10% due principally to the growth in assets under management in exchange traded products licensed to NASDAQ indices which rose 8% to 99 billion at the end of the quarter. In early January, we announced we have agreed to acquire Dorsey, Wright & Associates a leading provider of smart beta indices and portfolio analytics featuring relative strength methodologies where DWA is a longstanding thought leader. At closing which we anticipate will occur tomorrow, DWA is expected to add about 5 million in quarterly run-rate revenue split fairly evenly between our data products and index segments and 2 million to 2.5 million in quarterly expenses. Moving to technology solutions as shown on page 7, we saw a 9% or $13 million revenue decline and the operating margin was flat at 14%. Market technology revenues fell 12% or 8 million due to negative FX impact of 7 million, the recognition of 3 million of previously deferred revenues at BWise in the fourth quarter of 2013 and lower seasonally driven change request revenues. While the year-over-year comparison was unfavorable in the fourth quarter, full year performance was solid with 5% year-over-year revenue growth excluding the impact of the fourth quarter 2013 3 million revenue recognition discussed above and 10% excluding foreign exchange. As Bob mentioned, the new order intake was a record at $193 million in the fourth quarter and the backlog is at a record 704 million which is 7% above the same period last year, supporting continued strong growth in the years to come. Corporate solutions revenue fell 6% or $5 million year-over-year reflecting our extension of certain subsidies to legacy Thomson Reuters Corporate Solutions customers which reduced revenue by 3 million per quarter in 2014, as well as other declines in investor relations products and 1 million in the negative FX impact partially offset by higher governance and multimedia revenues. Organic growth was material in the Directors Desk governance products where we saw 18% growth in Directors Desk users and in our Globe Newswire distribution business. The number of press releases published grows 8%, but broadly across our offerings we continue to face competitive challenges as we advance the integration and upgrade of our key product platforms. We remain confident that as we demonstrate our new capabilities and features, especially when the phased launch of our NextGen investor relations platform is complete in late 2015, we will have a suite of solutions for corporate executives that sets a new higher bar for the industry and an organization fully aligned to support growth over the longer term. When we announced the acquisition of the Thomson Reuters Corporate businesses, we identified 35 million in cost synergies to be realized in combining them with our legacy businesses and these cost synergies were the largest driver to bring the technology solutions segment from a high-single digit margin to a 20% operating margin goal. We're currently ahead of schedule on realizing the cost synergies and now expect to realize total cost synergies above the $35 million by the end of 2015. However, revenues are not where we want them to be at this point due to a variety of reasons including elevated competitive pressures during this product and solution investment and transition phase as well as substantial foreign exchange headwinds which are particularly impactful on our market technology business. With this in mind, we now expect to reach mid to high teens margin levels in the fourth quarter of 2015 recognizing that the fourth quarter tends to be our seasonal margin peak. We expect to see continued and steady progress on the technology solutions margin as we work assiduously towards achieving our 20% goal in the medium term. In market services, on page 8, we saw a 1 million increase in net revenues as organically higher net revenues of 9 million were mostly offset by 8 million negative FX impact. Operating margin rose to 49% from 43% in the prior period due to both lower core expenses and $2 million in regulatory fines collected which are accounted for as a contra expense. Equity derivatives trading and clearing net revenues fell $1 million due to a $2 million impact of FX partially offset by higher industry volumes. Cash equities trading, net revenues rose $9 million as higher volumes, primarily due to higher industry volumes in both the U.S. and the Nordics as well as higher U.S. market share were partially offset by 2 million in foreign exchange headwinds. Fixed income currency and commodities trading and clearing net revenues fell 7 million from the prior year with declines in most FICC product categories, about 2 million in decline due to the scheduled reduction of revenues associated with an eSpeed technology license customer and 2 million in foreign exchange headwinds. In Access and Broker Services revenues were unchanged at 64 million with organic growth offset by 1 million in FX impact. In listing services on page 9, we saw a 5% or 3 million increase in revenues due to an increased issuer base and more new issue activity while foreign exchange impact offset higher market capitalization of issuers on the European side. Operating margin of 38% was down 2 points from the prior year due to increased compensation and other temporary expenses associated with strong growth in the issuer base in 2014. The issuer base has 5% more U.S. companies at the end of the quarter compared to the prior-year period, while in the Nordics the count is 4% higher with an 8% higher market capitalization. Turning to pages 11 and 17 to review the income statement and expenses, non-GAAP operating expenses decreased by $17 million or 5% from the prior year, due to 11 million in FX impact and 6 million of operational declines including the impact of the expense reduction initiatives in earlier 2014. Organic expenses fell 2% this quarter, assuming constant currency versus the prior-year period. Non-GAAP operating income in the fourth quarter of 2014 was $221 million up 7% from the prior-year period. Non-GAAP operating margin came in at 43%, up 3 points from the prior-year period. Net interest expense was $26 million in the fourth quarter of 2014, a decrease of $2 million versus the prior year due to both lower levels of debt and the impact of foreign exchange on our Euro denominated debt. The non-GAAP effective tax rate for the fourth quarter was 34%, in-line with our full year figure and in the middle of our 2014 33% to 35% effective tax guidance range. Non-GAAP net income was $129 million or $0.75 per diluted share compared to $119 million or $0.69 per diluted share in the fourth quarter of 2013. The $0.06 increase in our EPS year-over-year reflects a $0.09 improvement in our core operating profitability, a $0.01 benefit from lower interest expense offset by $0.04 of a negative impact from foreign exchange. Beginning in the first quarter of 2015, NASDAQ will report non-GAAP expenses, non-GAAP operating income, non-GAAP operating margin, non-GAAP net income and non-GAAP EPS excluding the amortization of acquired intangibles. The change is designed to make non-GAAP measures better reflect the core cash earnings of the power of the company and to reflect changes in the way the company manages itself. On page 15 in the presentation, we have included a table to show how using this methodology would have changed non-GAAP operating expenses, operating income, operating margin, net income and EPS over the past four quarters and three years. It is important to note that while we will be excluding amortization of acquired intangibles from our non-GAAP metrics, there will be no change in our return on invested capital discipline to prioritize capital return and deployment opportunities and determine whether they are in excess of our cost of capital requirements and thus there will be no lowering of the bar in terms of the returns we expect to generate when returning or deploying capital. If you turn to page 12, we've introduced 2015 non-GAAP operating expense guidance which excludes amortization of acquired intangible assets in-line with our reporting in 2015. Our 2015 non-GAAP operating expense guidance based on average FX rates in the first half of January is 1.120 billion to 1.150 billion which includes 30 million to 40 million in research and development costs. The midpoint of our expense guidance corresponds to a low-single digits increase from 2014 non-GAAP operating expenses excluding the amortization of acquired intangibles of holding currency rates stable and excluding the impact of the Dorsey Wright acquisition. We also expect our non-GAAP effective tax rate to be between 33% to 35% in 2015. Moving on to the balance sheet, please turn to slide 13. Our gross debt to EBITDA leverage ratio fell to 2.3 times from 2.4 times last quarter due to a decrease in the book value of foreign denominated debt and increased trailing 12 months EBITDA. We repurchased $58 million of stock in the fourth quarter bringing our repurchases since resuming our buyback program in the second quarter of 2014 to 178 million. Reflecting this activity, we continue to believe share repurchases generate attractive returns for our shareholders and we will continue to be opportunistic and aggressive when we see attractive buying opportunities. As always, we will continue to put capital to the work where it generates the highest returns for our shareholders. Thanks for your time and I'll now turn it back over to Ed.
Ed Ditmire:
Operator, can you please open up the line for Q&A?
Operator:
[Operator Instructions]. Our first question comes from Rich Repetto Sandler O'Neill. Your line is open.
Rich Repetto:
So I guess we're limited one question this time, so my question would be on NLX, Bob because you did address it in the prepared remarks and talking about the lower EPS loss. I guess could you explain a little bit deeper what efficiencies did you do? Was it the pricing changes or headcount and we're balancing that also off with - it looks like if the numbers are correct there is a material market share decline so far in January, so the other part of the question would be outlook on NLX if our market share declined, if it's correct, it stays in place.
Bob Greifeld:
So first is as I said in my prepared remarks, we definitely figured out better ways to lever our existing infrastructure within Europe and other parts of the company, so we're able to do that quite efficiently without any really lessening of customer service. With respect to the market share, we've taken a different philosophy with incentives. I think it's a better long term philosophy, short term hit but this is about really growing the core interest and what we'll call the naturals in the marketplace. So we're actually satisfied with the progress we're making under the new way we're looking at the endeavor. That being said I think the eventual long term success of NLX requires a new set of committed partners. Again as I said in my prepared remarks, we're excited about the progress we're making with those discussions but they are at the end of the day fundamental I think to the long term success of NLX.
Operator:
Our next question comes from Mike Carrier with Bank of America Merrill Lynch. Your line is open.
Mike Carrier:
I guess maybe for Lee, I just want to look at the organic growth and some of the nuances that are going on and maybe the drivers going forward. So if I look at like the second half of this year it looks like the organic growth is coming in maybe around 2% - 3% versus first half it was closer to that mid-single digit of 5% - 6%. So when I think about going forward, you guys have named some initiatives that you are working on to drive that growth back to the mid-single digits. When I think about like pricing moves that you've made on the positive side versus new product launches and taking market share versus maybe the environment or competitive pressures I just want to get a sense on what you think will get us to that level, like what will be the drivers if you can break that down?
Bob Greifeld:
From an organic growth standpoint, correct Michael?
Mike Carrier:
Yes that's right.
Bob Greifeld:
Yes, so I think when you look at each of the segments of the business, let's go kind of just through the four individually. So in listing services, clearly the strength of the new issue market which we're seeing we continue to see a strong pipeline as well as we talked about we have some pricing increases that we're implementing, I think we feel very comfortable with the organic growth drivers within that segment as we see the business right now and over the intermediate term. And when you look then secondly at the Information Services business, there again you see both product strength in terms of NASDAQ BASIC which is a primary contributor of our organic growth as well as selected pricing improvements that we've been able to make across the business and I would say generally further innovations in finding new products and development and in particular that's where we're very excited about the fresh look that Salil will bring to the business in helping us expand that business. The index business is fundamentally driven organically by the ongoing shift from active to passive management and the growth in our assets under management drives that. So all of those under pin our organic growth confidence in Information Services. In Technology Solutions with market technology as you can see we had particular strength in order intake in that business. I think that's indicative of continued appetite among both large players like the Japan exchange as well as Singapore to upgrade their technology which is an opportunity for us. We continue to be the leading dominant player in that space so as that trend continues, we expect that will drive our growth plus growth in BWise which had record order intake as well as in our SMARTS business is evidence of us finding effective niches of products that are demonstrating good growth in that business. And then in Corporate Solutions, while currently we continue to face both the FX headwinds and some of the challenges as we integrate and transition that business, we still have a fundamental optimism and confidence in the quality of the product platform that we're developing for those clients over the intermediate term and that will, that appetite not only product differentiation but I think a fundamental increase in the utilization of technology to meet the needs for corporate customers on the IR side, on the governance front, on multimedia and communication tools will continue to expand and create an opportunity for us. So those are all of the non-transactional businesses and the underpinning organic growth and then within the market services business, we of course believe that maintaining our competitiveness in that sector, our ability to grow our market share across all of our trading businesses but particularly with regard to the opportunity that we see at eSpeed in expanding beyond the on the run treasury sector into the off the run space is an opportunity for us to grow that business as well as the initiatives including NLX and others which we will continue to work towards delivering organic growth beyond an overall expectation of market growth as volumes respond to higher volatility. So sorry, it's a long answer but I wanted touch on what we think are the underlying drivers of our organic growth.
Operator:
Our next question comes from Chris Harris with Wells Fargo. Your line is open.
Chris Harris:
Wonder if you guys could comment a little bit on ICE's the proposal for Cash Equities and related to that knowing the customers and regulators like you do, what do you think the chances of something like this is actually going through?
Bob Greifeld:
Well I would start by saying that we certainly support an active discussion of the underpinnings of the market under Reg NMS and we recognize there needs to be an improvement there. I think I said on some prior releases, we're also now focused on the art of the possible in terms of what's achievable so while we support ICE's efforts and other comments and trying to change the structure, we do understand how the wheels of the machinery down at the commission run. So I think most interesting is what we're trying to do proactively and you see it's basically next week Tom, right, we start the pilot where we put in a fee cap which has been strongly supported by the by side and with most members of the sell-side. So that's something we could do of our own power under our own control with strong support from the customers. We're doing it as a pilot. We'll study the data to the extent that it makes sense and improves market quality then we'll move along with that. The only other thing I'll add as I've said previously, we think the concept to make or take is not by itself bad. The concept of rewarding somebody to provide information to the rest of the marketplace by showing their cards first is fine. We think it's not fine when that reward is the reason for the activity in and of itself so certainly, our concept of make being a valid approach is there in our pilot but you would also see then a reduction in the maker fee to give somebody the essence of the reward for initiating liquidity into the marketplace.
Operator:
Our next question comes from Ken Worthington with JP Morgan. Your line is open.
Ken Worthington:
I want to follow-up on Rich's question on NLX. I'll phrase it a little differently. It looks like volume is your [inaudible] is now down to 2000 contracts a day. You've been running at 50 to 60 in November and 50 to 80 in October. So how does your approach of letting volume fall as much as it has, help NASDAQ find the partner that you're looking for and then you've announced the launch of energy future products. Why is that experience going to be different than what we've seen thus far in interest rates and I guess will it be as costly?
Bob Greifeld:
Let me start with the first. So in consultation with our customers, they definitely educated us in saying that while the market share success of NLX in the beginning days was interesting and certainly served as an advertising mechanism to draw their interest and to draw them into further conversations with us, at the end of the day the question was what kind of natural flow are you bringing into the marketplace and how are you growing open interest over time? So that's been our focus and kind of a pivot point come December. The benefit there it allows us to basically reduce our burn rate in addition to other things we did to lever our infrastructure. So that's been positively received by the customers and I would say the key point is that NLX has established credibility with the potential partners in that we're obviously up or operational. We're live. We have a broad distribution in the marketplace between all the different ISVs and number of direct connections into the marketplace. We have a demonstrated ability when necessary to attract market share to the platform and very importantly also we're clearing through LCH and we're supporting the horizontal clearing model and as I said previously, we don't have yet to find a single customer who wants to be in a vertical monopoly. So we're addressing that need for them. So we're basically very pleased with the reduction in the burn rate. We're pleased I think with the new strategy and we're also pleased with the discussions that are ongoing. And I'll also say with NLX, it's important to recognize based on the new approach we do have in addition to partner discussions a number of new FCMs who are in various stages of connecting to us so far so good there. With respect to a product which we have not announced, there is a newspaper report on it but we haven't fully announced anything on it. As I’ve said in my prepared remarks when customers come to us we do listen and we do understand as I said before the customers like to see some way out of a monopoly type situation. We understand that here in the U.S. as we build our futures franchise and our integration into the clearing infrastructure most notably OCC that we have abilities to do things at a relatively low cost and I would also say that anything we might contemplate with the other asset classes will definitely be well informed by our experiences with NLX and I think we would have a very focused effort if we decide to go in that direction.
Operator:
Our next question comes from Brian Bedell with Deutsche Bank. Your line is open.
Brian Bedell:
Let me ask a Capital Management question. I guess with some of the weaker revenue trends from the two bigger acquisitions of E-speed and Thomson Reuters versus initial expectations obviously the cost control and synergies are going to continue to be good there but does that change your view on capital allocation toward more stock buyback on a longer term basis? Maybe if you can just talk about your acquisition strategy?
Bob Greifeld:
Well the first thing I would say is the eSpeed acquisition and Thomson Reuters acquisition, well with any acquisition you always - it doesn't go exactly the way you want, we feel very good about the fact that we're in a better competitive position today than we were a year ago and I think you could argue that we're in a significantly better competitive position in both of those businesses than we were one year ago. So that always forebodes well for financial performance in the future so we're happy about that and clearly we're seeing some uptick in eSpeed and also in Corporate Solutions so trend lines are in fact positive. Responding to your question directly, we have to look at each situation individually and make our assessments. I think your direct question would be if you look at an acquisition and you're assuming large revenue growth we clearly recognize that that increases the risk profile and it's a dramatic risk profile increase to assuming expense synergies so we do use that to guide some of our thinking. It's very hard for us to consider any acquisition where we have a hockey stick revenue growth and in the last year we have not been successful in a number of different bidding situations because of our discipline with respect to one, the return we need but two, in terms of just our clinical view of what the revenue growth opportunities are.
Brian Bedell:
Okay, sounds like your greater discipline on the pricing side might skew you towards more buyback in the future again depending on how the properties are come up?
Bob Greifeld:
I wouldn't want to say anything definitive. I would say we look at each situation and each particular point in time as unique opportunity.
Operator:
Our next question comes from Ashley Serrao with Credit Suisse.
Ashley Serrao:
So a question on Corporate Solutions, can you slice your margin expansion plan for 2015 further, specifically if you were to assume flat revenues and layer in incremental expense that you identified, where would margins be? Basically trying to just get a sense of how revenue dependent that new margin target is?
Lee Shavel:
Yes, so Ashley, I think that the range that we provided for the fourth quarter I think reflects our current expectations for both the continued cost synergies as well as for revenue expectations for the business. So certainly if we're more successful on the revenue side, then I think we will be to the higher end of that range and then at the lower side if we don't have that success. I will continue to mention that 2015 will as we've discussed before continue to be an integration year as we're migrating from a larger number of platforms to a smaller number of platforms that unlocks the opportunities for us to drive further cost savings, but it also subjects us to transitions with our clients and customers that we try to manage as carefully and as effectively as possible but that takes time from the team focusing on those issues as opposed to sales efforts but we think that as we can successfully complete that process, we'll be able to move more and more focus to the sales growth side and that will translate into stronger revenue growth.
Operator:
Our next question comes from Alex Blostein with Goldman Sachs. Your line is now open.
Alex Blostein:
So question on eSpeed, just when you take a step back and you think about where the market share was in the fourth quarter and I think you guys have alluded to potential pick up towards the end of the year as you move into new centers. What do you think went the other way for you guys so that you actually lost a little bit of market share and then just a follow-up, I guess on the intangible charge this quarter, the $49 million. Is that essentially eSpeed related? Or is that a related to number of intangibles?
Bob Greifeld:
Let me start with the first part of your question, Lee can address the second. So when you look at our customer mix, we recognize that we're more indexed to volatility. So as volatility comes into the marketplace the predominance of our customers enjoy that and trade more actively so in periods of low volatility our markets share will skew lower than I think its baseline rate and during heightened volatility I think you'll see the opposite. So the important point is we're in good situations with all our customer which is we could not say a year ago and certainly we see increased volatility in the fourth quarter going into the first quarter which is serving us well, so we're pleased with the positioning and as we've said before, we're somewhat uniquely able to extend the product set in that we don't have a voice brokerage component that would argue against that and we have the soft role of short shorts this week and we're looking forward to making that in full production the next couple of weeks so we're excited.
Lee Shavel:
And Alex, on the asset impairment, the 49 million approximately 80% of that or 38 million was attributable to an impairment that we took on the eSpeed customer list and I think it's important to note that when we make the acquisition you apply the excess of the purchase price above the fair value to a variety of intangible assets. The smaller one of those was the customer relationships, it's more specifically related to the expected revenues from the existing customer base at that time and as a result of our deliberate pricing actions to move towards a more hybrid pricing model including more variable fees in this lower volume environment, that reduced the amount of revenue associated with that existing customer list so we took a partial impairment of that asset. We did not impair the longer term intangible of trade name for that. We continued to believe that the value of that asset is in excess of our carrying value and importantly that's not just our judgment. It's also the judgment of our external valuation experts that provide those valuations to us. The other amount of the 49 million beyond the eSpeed customer list impairments are a variety of different technology assets that we have decided to write-off. They are no longer contributing to the business, an association of approximately 13 items that contribute to that additional 11 million in the 49 million.
Operator:
Our next question comes from Niamh Alexander with KBW. Your line is open.
Niamh Alexander:
Just to kind of loop back on the solid expense guidance, I want to correspond maybe some of that because the core expense guidance excluding the intangibles was better than we expected. You're kind of modeling flat year-on-year and I'm just trying to parse out maybe some of that as exchange rate related and then I guess relating back to your slide 4 on your revenue guidance, like the Information and the Technology Solutions targeting mid-single digits, if we assume I'm sure the exchange rates will change but if we assume there is no change from now so already we're kind of at a stronger dollar versus where you are a year ago, should we still be kind of modeling mid-single digits or should we be adjusting that for now adjusting it lower for a stronger dollar?
Bob Greifeld:
Well our guidance is that it's longer term guidance and so it's first of all, that's organic growth excluding the impact of foreign exchange. So when we provide those organic numbers in the chart on page 4 of the presentation those are at constant currency, Niamh, so that's the changes or fluctuations in foreign exchange rate won't influence the numbers that we're reporting there nor the overall guidance that we've provided.
Niamh Alexander:
So for our modeling purposes we should kind of adjust now for where those exchange rates are now and maybe all else equal I guess bring that down a little bit to adjust for the lower non-dollar stuff is that fair?
Bob Greifeld:
Yes, I would say it think our expectation in looking at where the analyst consensus expenses are is that they have probably have not updated for current foreign exchange rates. That's why it may look flat to lower than where we're and so when we set the 2015 guidance what we're looking at is average foreign exchange rates in January to determine that number, so I think that adjustment needs to be made and then we've also given you guidance in terms of the additional expenses from the Dorsey, Wright acquisition which would be approximately $10 million on an annual basis.
Operator:
Our next question comes from Neil Stratton with Citigroup. Your line is open.
Neil Stratton:
I just wanted to ask a question about the listings business. There was a price increase which would have affected 2015 and also a change to a new fee schedule which is optional but mandatory in 2018. Just wanted to get any color around what the revenue pick up could be year-over-year from that? Thanks.
Bob Greifeld:
Well it's certainly coming in higher than we anticipated and Adena, what are we looking at, 5 million?
Adena Friedman:
Right. So I think that if we were to look at 2015 versus 2014, just on the fee increase it's approximately 10 million.
Neil Stratton:
And just along with it how do you see the sort of the all-inclusive comparing to the prior fee schedule? Is that a net benefit to NASDAQ? How do you see that shaping up?
Bob Greifeld:
I think it's a win-win and it's obviously a net benefit to us but our customers also like it because they have a better ability to budget for the year, they did not like getting middle of the year listing of additional shares fees. So this is a way for them to avoid that, so it's been very, very well received. The uptake was we give them the option, the uptake was higher than we anticipated so we're happy.
Operator:
Our next question comes from Chris Allen with Evercore. Your line is open.
Chris Allen:
Most of my questions have been answered. I guess just one quick on one U.S. equity options. We’ve seen some nice market share gains from [inaudible] in the Miami Exchange in recent months; it seems to be coming out of Philex and AMEX. I was just wondering if you could provide any color in terms of competitive dynamics for the industry right now what you guys are seeing.
Bob Greifeld:
Yes, right now our market share lead over our nearest competitor is higher than it ever has been historically. So I think we're six points higher than number two when you put our different assets together but so between Philex and BX, were at an all-time high, so we have certainly seen market share gains from us versus some other competitors, I don't need to go into names but we're very pleased with our market share positioning.
Operator:
And that concludes the Q&A session. I'll now turn the call back over to Bob Greifeld, CEO for closing remarks.
Bob Greifeld:
Great. Well as I said in my prepared remarks, it was truly an outstanding quarter and outstanding year. We're happy to be delivering to our investor's record results. Our businesses are better positioned than they were before. Our management team is in place and positioned to grow this institution over time and I think we're striking the right balance between focus on core operational efficiency, investment in R&D and strategic acquisitions. So we like to stay at the - of the franchise at this point in time. We appreciate your support and look forward to getting back to you again in the next quarters to come. So thank you everybody.
Operator:
Thank you, ladies and Gentlemen. That does conclude today's conference. You may all disconnect and everyone have a great day.
Executives:
Edward Ditmire - Vice President, Investor Relations Robert Greifeld - Chief Executive Officer Lee Shavel - Chief Financial Officer and Executive Vice President, Corporate Strategy Edward Knight - Executive Vice President, General Counsel and Chief Regulatory Officer Adena Friedman - President, Global Corporate, Information and Technology Solutions Hans-Ole Jochumsen - President, Global Trading and Market Services
Analysts:
Rich Repetto - Sandler O'Neill Kenneth Hill - Barclays Brian Bedell - Deutsche Bank Alex Blostein - Goldman Sachs Ashley Serrao - Credit Suisse Jillian Miller - BMO Capital Markets Mike Carrier - Bank of America Merrill Lynch Chris Harris - Wells Fargo Ken Worthington - JPMorgan Niamh Alexander - KBW Neil Stratton - Citi
Operator:
Good day, ladies and gentlemen, and welcome to The NASDAQ OMX third quarter 2014 results conference call. (Operator Instructions) I would now turn the call over to your host, Ed Ditmire, Vice President of Investor Relations. Please go ahead.
Edward Ditmire:
Good morning, everyone, and thanks for joining us today to discuss NASDAQ's third quarter 2014 earnings results. On the line are Bob Greifeld, our CEO; Lee Shavel, CFO; Ed Knight, General Counsel; Co-Presidents, Adena Friedman and Hans-Ole Jochumsen; and other members of the management team. After prepared remarks, we'll open up to Q&A. The press release and presentation are on our website. We intend to use the website as a means of disclosing material, non-public information and complying with disclosure obligations under SEC Regulation FD. I'd like to remind you that certain statements in this presentation and during Q&A may relate to future events and expectations, and as such, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. Information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press release and periodic reports filed with the SEC. I now will turn the call over to Bob.
Robert Greifeld:
Thank you, Ed. Good morning, everyone, and thank you for joining us today to discuss NASDAQ's third quarter 2014 results. We are pleased to deliver to our shareholders record-tying $0.72 non-GAAP diluted earnings per share and continued strong non-GAAP EPS growth of 9% year-on-year. Year-to-date, our non-GAAP EPS growth is a very strong 11%. Total net revenue for the quarter was $497 million and our operating margins rose to a very healthy 43%, the highest since the first quarter 2013. We delivered these results against the backdrop of what I would characterize as a more traditional summer, with more seasonality than we have experienced over the past few years, which certainly impacted the topline. During the quarter, we continued to be vigilant on our expense structure. We achieved an impressive 6% organic year-on-year reduction in non-GAAP cost and we lowered our 2014 expense forecast for the second time this year, which Lee will discuss in more detail in a few minutes. That being said, the management team here in this room is by no means content with our performance for the quarter. Looking forward, there are a number of developments and instill confidence in our ability to capitalize on the substantial growth opportunities in front of us. First, we remain on track to again deliver an exceptional full year performance in 2014. Year-to-date, organic growth is up 4% overall and 5% in our non-transaction based businesses alone and our non-GAAP EPS is up 11%. The fourth quarter has started with excellent momentum. U.S. equities and option volumes are up about 30% month-to-date in October compared to October 2013 levels, and on-the-run U.S. treasury volumes are up over twice that rate. Just recently eSpeed saw an all-time record volume of $210 billion in principal traded on October 15. Our competitive position across the businesses is extremely strong. In the third quarter 2014, equity market share across our U.S. equity markets rose 1% year-on-year, while our European equity market share rose an impressive 5% year-on-year. Our U.S. options offerings continues to be the market share leader, and we are on our way to being the leading venue for share and equity exchange-traded product options for the fifth straight year. Our share of U.S. IPOs was 62% in the quarter and 61% year-to-date in a very busy IPO environment. Globally, over 281 companies listed on our markets through the first three quarter of 2014, including 167 IPOs, including significant names such as JD.com, TrueCar and GoPro. Lastly, we are seeing encouraging signs of operational progress in our acquisitions of eSpeed and the Thomson Reuters Corporate Solutions business, and in new growth initiatives such as NLX and our NASDAQ Private Market. This list is by no means all-inclusive, but provides a solid foundation for our confidence and our ability to continue to execute and deliver for our shareholders in the quarters to come. Now, I'd like to go into a little more detail about some of the opportunities we see taking shape across this great organization. In our Market Services business, we continue to focus on making incremental progress in capturing market share, and in particular developing new product enhancements. Market volumes are off to a strong start, as I mentioned, in the fourth quarter. I think it's so important to highlight the work we have been doing across our platforms to enhance features and functionalities for our customers, which will further enable us to take great advantage of increasing volumes. With respect to eSpeed, we continue to make steady progress on the strategy to improve and enhanced our product offerings. At the end of the second quarter, we completed our technology upgrade to the platform and data center migration. This important step allowed us to move forward with expanding our product menu. Our first product expansion, an electronic TBill offering has been gaining traction and trading volumes are averaging over $4 billion per day in notional value with a single-day high over $10 billion. We have hosted transactions from 23 clients to date, with a strong representation of the dealer community and have seen a number of individual transactions of over $1 billion in size. This has certainly exceeded our initial expectations. We have additional products in our pipeline that we've been working closely with our customers to develop. We feel these offerings will continue to add value to the platform and position us for additional growth opportunities in the fixed income space. Now, moving on to our Technology Solution segment, we see equally promising progress and developments here as well. Let me highlight a few. The acquisition of Thomson Reuters IR, PR and Multimedia businesses represented a great leap forward in our strategic direction. We have access to great people, technology and global distribution channels. We are in the process of leveraging these assets to take this business and this space really to a whole new level capability. We continue to integrate our acquired and legacy corporate solutions businesses, while simultaneously developing both the next generation of products and developing and deploying a new common order management and billing system. The integrated enhanced product set, powered by our next-gen IR desktop, will unlock significant cost synergies, as we eliminate overlapping and redundant product families. But also importantly accelerate demand and revenue growth, as it is a more compelling offering that better connects and leverages the entire breadth of the IR product suite. We have invested a lot of time and energy in this next-gen platform in getting it right, and we are excited about what it will offer to our customers. In fact, we see this as a core driver in accelerating our cross-selling opportunities. We've been on the road previewing the new next-gen platform to our customers, and so far the response has been extremely positive. Customer interest is building and delivering a positive impact on our sales and retention efforts, well ahead of its planned 2015 introduction. We have also seen marked improvements in our billing and collection process, as this new system is deployed, and we are in the process of moving legacy NASDAQ Corporate Solution products onto the same system. All these initiatives are moving this business in the right direction. The team is focused on enhancing the quality of our offerings and our commitment to our customers. These actions will position this business for growth in the months to come. On the other side of Technology Solutions, our Market Technology business continues to be one of the core differentiators for this firm. Nobody on the planet has the depth of expertise or product offering that NASDAQ does in this space. During the quarter, our leading position in technology expertise continued to resonate in the marketplace. Our U.S. swap execution facility, trueEX, not ours, but our customer trueEX agreed to use our SMARTS Integrity product, positioning NASDAQ as a compelling offering in the sector. In the Nordics, the Folksam Insurance agreed to implement our GRC suite BWise. And in the Middle East, Bahrain Bourse launched our X-stream trading platform. The global regulatory environment is slowing moving in our favor, encouraging our customers to take advantage of the full spectrum of our offerings. Another area that has been incredibly strong for us this year is listings. In fact, NASDAQ continued to lead all U.S. exchanges for IPOs in the third quarter. We welcomed 76 new listings in the quarter, with 41 of those being IPOs. With a 61% win rate through the first three quarters of 2014 and over 167 IPOs in the U.S. and Europe, we continue to capitalize on the robustness of the new issue market and enhance the value we offer to the companies that list here. During the quarter, we welcomed a variety of companies from energy to consumer to retail. Our market had many new entrance; highlighting a few; TerraForm Power, VWR Corporation, El Pollo Loco Holdings and Office Depot, a $2.7 billion market cap company that switched to NASDAQ from our competitor. The number of new listings through the end of the quarter is up 46% year-on-year. And in terms of the pipeline, applications are up almost 65% compared to the same period a year ago. While we take pride in competing at the highest level for new listings and potential switches, we also have been thinking strategically about how to capitalize in growth opportunities in this space, while serving the needs of our clients. To this end, we have focused a considerable amount of time on the needs of private companies with our NPM, NASDAQ Private Market offering. Several new private companies have joined and are completing shareholder liquidity programs through NASDAQ Private Market, including Tangoe and Energi. NPM also launches ExACT equity product during the quarter, an integrated stock plan administration and capitalization table tracking solutions, which complements the services currently offered by NASDAQ Private Market. As private companies mature, their cap tables become more complex and time consuming to manage. ExACT equity allows NPM to provide a robust solution that also officially integrates with capital markets activities on the NPM platform. There are approximately 40 companies using ExACT equities product today, and we continue to be encouraged by the progress we are making in serving these companies and this important segment to the market. Moving on to our Information Services segment, we continue to be encouraged by our Index Licensing and Service business, which has continued to diversify it's product offerings with 11 new ETP launches during the quarter. At the end of the third quarter, NASDAQ licensed 156 exchange traded products globally, which together had over $96 billion in AUM. We certainly see this business as one of the core pockets of opportunity for us in the quarters to come. Now, in addition to the steps we are taking to strengthen our core business and take advantage of growth opportunities, we have also been focused on a leadership structure that will continue to position us to drive our business forward. Earlier in the year, we announced the creation of the co-President roles to lead the transaction and non-transaction businesses, and the appointments of Hans-Ole and Adena to lead them. We have always had the fundamental belief, that there is a compounding value of consistency in how we run the organization. With after 11 years and the evolution of our business from a single U.S. exchange to a global diversified business, the time was right for the evolution of our management structure. More recently, the leadership appointments we announced in our Listing Services and Technology Solution segments are clearly designed to make sure we are aligned with the strategic opportunities in front of us, as we further broaden and deepen our client relationships. We are fortunate to have Nelson and Lars, two long-time NASDAQ executives ready and willing to step into the new leadership roles in Listings and Market Technology. Bruce Aust, now our Vice Chairman will have a special focus in San Francisco, and in particular in developing the NASDAQ Entrepreneurial Center to be the leading venue for the development of thought and action leadership on entrepreneurial studies. I also want to take a moment to congratulate John Jacobs, EVP of Information Services, who will be retiring from this role at the end of the year after 30 years of outstanding leadership and contribution to this organization. We would not be the company we are today without John's leadership drive and intelligence through the years. He will continue on as a Strategic Advisor for us in 2015. In closing, during a seasonally slow period, we focused on delivering for our shareholders, and I'm pleased that our efficiency paved the way for us to deliver a strong bottomline result. There are certainly plenty of encouraging signs that demonstrate the resiliency of our model and the continued growth and expansion of this franchise in the periods to come. Whether it's October's pick up in trading volume or more importantly the operational progress on our value-creation opportunities, I have every confidence that this management team and our colleagues will continue to deliver and execute for our customers and our shareholders. With that, I'd like to turn the call over to Lee, who will go on in more detail on the numbers.
Lee Shavel:
Thanks, Bob. Good morning, everyone. The following comments will focus on our non-GAAP results. Reconciliations of GAAP to non-GAAP results can be found in the attachments to our press release and in the presentation that's available on our website at ir.nasdaqomx.com. Overall, our financial performance this quarter can be described as stable operating revenues, pressured by some environmental challenges, such as an adverse foreign exchange environment and some temporary business issues such as the quarterly drop in audit revenues, and the step down of the ELX contract, offset by growth in our Listings business, index and Market Technology, as well as a significant reduction in our overall expense base year-over-year. I will start by reviewing our third quarter revenue performance relative to the prior-year quarter, as shown on Page 3 of the presentation. Net revenues declined 2% or $9 million to $497 million. Contributing to this decrease was a 1% or $5 million decrease in subscription and recurring revenue, due largely to lower data audit collections of approximately $8 million, pricing actions designed to offset loss subsidies for certain corporate solutions customers, and changes in foreign exchange, offset by $7 million of revenue growth in listings, indexes, and Market Technology. Subscription and recurring revenue represented 74% of total revenues. Transaction-driven revenues fell 3% or $4 million, due mainly to the changes in foreign exchange, which represented $2 million of the $4 million decline, as well as $2 million in scheduled reductions in eSpeed technology license revenue, as previously discussed. On an organic basis, assuming constant currency and excluding acquisitions, total company net revenues declined 1%. And if we move to Page 4 in the presentation, we show how that organic growth breaks down between the non-transactional, Information Services, Technology Solutions and Listing Services segments, and the volume-sensitive Market Services segment. On the bottom of this page, we reiterate our views on the medium-term organic growth outlook for the non-transactional segments. I'll reiterate what I've said in the past that these views were meant to reflect multi-year cross cycle periods, and actual growth in shorter periods can be above or below these ranges. And I would also note that in connection with our annual periods as reflected and our year-to-date period for 2014, our performance remains consistent with this guidance. I am now going to go over some highlights within each of our reporting segments. All comparisons will be to the prior year period, unless otherwise noted. In Information Services on Page 5, we saw a 3% or $3 million decline with operating margin down slightly to 72% from 74%. Market data had a 7% or $7 million decline in revenues due largely to an $8 million decline in audit collections compared to the third quarter of 2013 period. This along with some impact from foreign exchange more than offset other increases such as revenue growth from NASDAQ Basic. In Index Licensing and Services grew revenues 22%, due principally to the growth in assets under management, and exchange traded products licensed to NASDAQ indices, which rose 22% to $96 billion at the end of the quarter. Technology Solutions, as shown on Page 6, saw a 2% or $2 million decline, and the operating margin rose 7 points to 13%. Corporate Solutions revenue fell 4% or $3 million year-over-year reflecting our extension of certain subsidies to legacy Thomson Reuters Corporate Solutions customers, which reduced revenue by $3 million per quarter in 2014. Elsewhere in Corporate Solutions, we saw offsetting positives and negatives. Organic growth was material in press releases and the Directors Desk governance products where we saw a 21% increase in published press releases and 16% growth in Directors Desk users. However, Investor Relations products also faced intense competition as we continued our migration to new product and billing platforms. We remain confident that as this process is completed and more clients are exposed to our next-gen platform, as Bob described, we will resume revenue growth. To this end, we have already seen important head-to-head competitive wins and improved retention. As I said last quarter, current period revenue run rates reflect the fact that the changes we're making, while essential to supporting growth in the long term have a temporary negative impact, something we would expect to fade as we move into and through 2015 when more and more of the enhancements and transitions will be completed and synergies realized. Market Technology revenues grew 2% or $1 million, a bit below the recent trend, as most of the growth at BWise and SMARTS was offset by foreign exchange headwinds. The backlog at $621 million remains 6% above the same period last year and order intake was $28 million for the period. Consistent with what we've said in the past, we continue to expect year-over-year improvement in Technology Solutions segment margins in 2014, expect ongoing margin improvement in 2015, and continue to work towards the 20% margin target by the end of 2015. Market Services on Page 7 saw a 3% or $6 million decline in revenues, due mainly to foreign exchange and the impact of the scheduled reduction in revenues from a technology license customer at eSpeed. Operating margin rose to 46% from 43% in the prior-year period. Net derivatives trading and clearing fell 7%. European revenues were down slightly due to foreign exchange, while net U.S. derivatives were down due mainly to lower average capture. While our capture in the third quarter of '14 was steady from the recent periods, the prior-year period had experienced a recent high-end pricing. These decreases were partially offset by higher industry volumes. Net cash equities trading revenues rose 13% as we saw market share higher in both U.S and Europe, and a material rise in U.S. capture overcoming some modest foreign exchange headwinds affecting the European revenues. Net fixed income trading revenues fell $5 million from the prior year with about $2 million in decline due to the scheduled reduction of revenues associated with the technology license customer and the remainder driven mostly by lower average capture. In Access & Broker Services, revenues fell $2 million or 3% to $63 million in part due to foreign exchange impact. Listing Services on Page 8 saw a 4% or $2 million increase in revenues due to an increased issuer base and more new issue activity on the U.S. side, while foreign exchange impact meaningfully offset a higher market capitalization of issuers on the European side. Operating margin of 42% was up 3 percentage points from the prior year. And I'd note U.S. IPO wins in the quarter increased to 41 from 38 in the prior-year period; five companies' switched listings to NASDAQ in the quarter, while two departed; the U.S. issuer base has 6% more companies at the end of the quarter compared to the prior-year period. And in the Nordic market, new issue activity has been strong as well. And at the end of the third quarter, the number and capitalization of listed companies rose 3% and 11%, respectively versus the prior-year period. Turning to Pages 10 and 11 to review the income statement and expenses, non-GAPP operating expenses decreased by $20 million or 7% from the prior year, due largely to declines in compensation and contract services expense. Partially, this reflects changes relating to our tracking of annual performance goals, as our outlook for 2014 activity levels moderated somewhat during the period. But it also reflects the impact of changes we made in spending plans during the second quarter as we've described. Organic expenses fell 6% this quarter assuming constant currency versus the prior-year period. If you turn to Page 12, in light of the somewhat lower than expected third quarter expense result, we have lowered our full-year expense guidance. Our updated 2014 expense guidance decreased to $1,205 million to $1,225 from the $1,220 million to $1,250 million previously. While year-over-year comparisons are somewhat challenging, given the two material second quarter 2013 acquisitions. If we take the second half 2013 expense run rate and annualize it as a best available post acquisition baseline, our updated 2014 expense guidance reflects a roughly 1% to 3% decline versus this second half 2013 annualized baseline. Non-GAAP operating income in the third quarter of 2014 was $213 million, up 5% from the prior-year period. Non-GAAP operating margin came in at 43%, up 3 percentage points from the prior-year period. Net interest expense was $28 million in the third quarter, a decrease of $2 million versus prior year, due to the deleveraging we did from a recent peak debt levels at the second quarter '13 closings of eSpeed and Thomson Reuters IR, PR and Multimedia businesses. The non-GAAP effective tax rate for the third quarter was 32.4%, and we continue to expect the full year non-GAAP effective tax rate to come in within our 33% to 35% effective tax guidance range. Non-GAAP net income was $125 million or $0.72 per diluted share compared to $113 million or $0.66 per diluted share in the third quarter of 2013, matching our quarterly record. The $0.06 increase in our EPS reflected a $0.05 improvement in our core operating profitability and $0.01 was added from non-operating impacts, primarily from the lower tax rate, but offset by higher fully diluted share count as well as an increase due to lower interest expense. Moving on to the balance sheet, if you would please turn to Slide 13, our gross debt to EBITDA leverage fell to 2.4x from 2.5x last quarter, due mainly to a decrease in the book value of foreign denominated debt as well as an increase in our EBITDA, and does not reflect any incremental paydown of debt in the quarter. We repurchased 27 million of stock in the third quarter and 35 million more thus far in October, bringing our repurchases since resuming our buyback program in the second quarter of this year to $156 million. Reflecting this activity, we continue to believe share repurchases generate attractive returns for our shareholders, and we will continue to be opportunistic and aggressive when we attracting buying opportunities. As always, we continue to put capital to work, where it generates the highest returns for our shareholders. Thank you very much for your time. And I'll now turn it back over to Ed.
Edward Ditmire:
Thank you. Operator, can you please open the line to Q&A.
Operator:
(Operator Instructions) Our first question comes from Rich Repetto with Sandler O'Neill.
Rich Repetto - Sandler O'Neill:
I guess my first question is on the expenses, Lee. So if you look at your guidance, and we took the first half and then subtracted the previous guidance, and you would have expected somewhere, even if you're at the low end, close to $300 million, if you use the midpoint $306 million and you are significantly below that. I know FX must have played some role. So you significantly beat. I'm just trying to see whether that was something that was occurring during the quarter or towards the end of the quarter? And then, if you look at the guidance going forward, now that you have three quarters, it's the same thing you're implying at the low end, close to $300 million in 4Q and at the midpoint $308 million, which seems very high from the $284 million this quarter.
Lee Shavel:
So I guess, Richard, look, just looking for guidance in terms of the drivers this quarter.
Rich Repetto - Sandler O'Neill:
Well, I guess, why was it down so much $284 million in 3Q? And then why would it go back up to $308 million?
Lee Shavel:
Sure. So the simple answer, Rich, is that, in the third quarter the biggest component of our expenses is compensation. And we are constantly evaluating where we are relative to our overall goals within the business. And in the third quarter, as you saw, our revenues were down on an absolute basis and that influences our performance goals, and we effectively had to reduce our overall expectations for our compensation. That had the biggest impact on the overall expense level. That's obviously something going into the beginning of the quarter, when we set our expense guidance. We don't have perfect insight into. And so over that quarter that's the primary influence. There was also an impact of foreign exchange, which also reduced the dollar value of our foreign expenses, due to a decline in the dollar, SEK rate. And then we also had what I would describe as some sequential year changes, particularly related to some retirement in pension liabilities that were approximately $4 million associated with that. So if that's what contributed to I think a particularly strong reduction in this year-over-year period, we obviously can't anticipate fully in the fourth quarter what the performance would be, because obviously the volumes are stronger, so we may see higher expenses as a result of a more volatile operating environment.
Robert Greifeld:
And also just to add one thing, in the fourth quarter you traditionally see our marketing expenses are high. So we have some seasonality to expenses as we look at the fourth quarter.
Rich Repetto - Sandler O'Neill:
And then my one follow-up, Bob and Lee, is you made some significant progress in the operating margin of Technology Solutions. And I'm just trying to see, it looks like expenses went down, again I'm sure there's an FX impact by more than 10% quarter-to-quarter, the implied expenses, if you look at the margin. So I'm just trying to see, of the $35 million in synergies that you guided to, how much is in there already, because if you look at the implied it will be $14 million down just quarter-to-quarter. Even if you took these expenses against last quarter's revenue, you get to an 18% margin. So anyway, the short question is, how far are we in that $35 million? And is the 113 implied expenses a good run rate?
Lee Shavel:
So, Rich, a couple of things. One, as it relates to the operating margin for the Technology Solution sector, I would caution you, it's obviously a good increase from where we were a year ago. But it does reflect some of the compensation reductions that I just described in the earlier answer. And we also had a reversal of some bad debt charges that we had taken earlier in the year that it proven to be not necessary. And so that 13% level is, I would not describe as a normalized level. I think that we will probably view that more in the high single-digits levels, still representing an improvement on a year-over-year basis. And in terms of the $35 million in synergies, as we've described we're still engaged in migrating the platforms. We're still in the investment phase. And I think we have realized some portion of those savings, but I would say that we still have a significant portion to achieve, once we fully migrate it on to the other platforms. But remain very confident that we'll be able to achieve that on the timeline we described.
Robert Greifeld:
So, Rich, I would say that the business is focused right now on effectiveness and we are obviously taking some efficiency drives. But we're doing a lot of investments in certainly the next-gen product, which I referred to in my comments. And this next-gen is not just for IR, but it's really across the whole product suite that we have. We obviously have to make investments in kind of the infrastructure support. So we're pleased with the efficiency we achieved so far, but that has not been our primary goal. Right now our primary goal is to make sure this organization is effective and competitive, and really can take great opportunities with the changing product sets that we'll be delivering.
Operator:
Our next question comes from Kenneth Hill with Barclays.
Kenneth Hill - Barclays:
I wanted to start with some of the pricing changes you guys had in Corporate Solutions, the compensate for the loss of the subsidies. Is that fully in the run rate at this point, because we've seen those revenues kind of tick lower within the Corporate Solutions? Just want to see what the outlook is there?
Lee Shavel:
Yes, Ken. They are fully in the run rate and amount to approximately $3 million a quarter. That's the revenue impact.
Kenneth Hill - Barclays:
Next one here, on the listings, and so you guys had some really strong IPO trends in the quarter and you mentioned NASDAQ Private Market had some nice developments here as well. But your overall listings revenue within the U.S. is kind of flat. I know that's down quarter-over-quarter, just given some of the FX impacts. But how should we think about that here over fourth quarter and even into '15, given the IPO environment right now?
Robert Greifeld:
Well, certainly, the Listings business is I think, you and most people on the call know, but I'll repeat anyway. We recognize the revenue, the initial listing fee, over six years. So that's a muted impact up and down.
Lee Shavel:
And I just wanted to point out that we actually had -- $2 million of growth came in the U.S. listing fees year-over-year. And the European listing fees were flat over that period. So I think counter to your perception that we actually had 5% growth in U.S. listing fees.
Kenneth Hill - Barclays:
So I was just looking quarter-over-quarter for that?
Edward Knight:
Yes. Quarter-over-quarter it was flat, and then it was down sequentially $1 million in the European listing fees.
Kenneth Hill - Barclays:
So outlook is just taking a little bit more time, as you guys mentioned what the amortization of those fees overtime?
Lee Shavel:
That's right. Exactly.
Operator:
Our next question comes from Brian Bedell with Deutsche Bank.
Brian Bedell - Deutsche Bank:
Bob, if you can just talk a little bit more about the NLX strategy, where we stand on that, the current drag to current results, and how you're thinking about that coming into yearend and in 2015? Maybe just comment on market share and whether there is any thought about reviewing, continuing with that program into 2015?
Robert Greifeld:
We're certainly pleased with the progress of NLX. You see market share in the teens in Euribor. And just in the last week or two, you saw the Schatz market share go up into mid-to-high single-digits. So we're pleased with that point. And I'd also say that NLX has now achieved a certain level of creditability, where you see significant new players wanting to become involved with the effort. So good execution in the quarter, we continue to work away. We understand progress in this kind of new initiative is not linear, but so far so good.
Brian Bedell - Deutsche Bank:
And how about the earnings drag for the quarter on the market payments -- the payments to market makers?
Lee Shavel:
It was stable to the prior period and for the prior-year period, Brian, so no change in that level.
Brian Bedell - Deutsche Bank:
And then just, my follow-up would be just on eSpeed. Can you talk a little bit more about the revenue growth outlook there, and coming to 2015, both on your view on market-driven volumes and then also the product development, the new products that you've launched and have in the pipeline in terms of the cross-sell ability to those, and to your user base over the next, say, 12 months?
Robert Greifeld:
So I'll add a third dimension to your question. So, one, with respect to market share, we're not pleased with our progress there. We continue to work very hard at it. And I think our engagements with our customers are reaching new introductive levels. So I think we'll see progress in that. With respect to volumes, we got teased by a good week and one great day. This week it's back to where it kind of was. So we see the power of the franchise in rates move. We certainly are expecting good things. But we really can't control that. We watch it everyday, but we can't control it. On the new product side, we're certainly, I think executing very well. As I mentioned during our prepared remark, the bills product has gone very well. Our next product introduction is coming right around Thanksgiving, with full rollout come the first of the year, and we're excited about that. So we have a fairly robust pipeline of products. We want to stage them, and make sure each and every one of the rollouts is as successfully executed as the bills was. So market share, we've got some work to do. Volume were teased, but nothing that seems to be staying with us. And third, the product introduction has been well done so far.
Operator:
Our next question comes from Alex Blostein with Goldman Sachs.
Alex Blostein - Goldman Sachs:
So first question just on the share count. So you guys bought back through October a little over 3 million shares, but I guess if we look at the total share count, it hasn't move all that much recently. Can you give us a sense of what the creep-in from, either it's eSpeed or just kind of like the regular comp related share issuance? Just to kind of get a better sense on over the next 12 months or so, what kind of the gross issuance or the gross creep-up in the share count should be?
Lee Shavel:
Alex, the annual share issuance associated with eSpeed is approximately 1 million shares each year. And then from a compensation standpoint, it's generally between 2 million to 3 million shares each year.
Alex Blostein - Goldman Sachs:
And then my second one is, I was hoping to get your thoughts on the SEC's recent decision to hold a hearing on SIFMA's complaint about pricing and market data, which I guess they agreed to do in early '15. So just from, I guess from a time line perspective, was hoping to hear, how do you expect this to play out, and what your response is expected to be?
Robert Greifeld:
Well, I would led Ed answer part of this question, but first I would say, market data has been a debated topic in this industry now for decades really, when you think back on it. So this is a latest piece of a continuing saga, and we certainly don't see it have any impact in terms of our businesses. Ed you want to comment?
Edward Knight:
Yes. Very much consistent with what you said, Bob. We believe this claim is without merit. I would point out through the years, as Bob has alluded to, with the New York Stock Exchange we have rebuffed these challenges, including a direct suit that SIFMA brought against the SEC that they lost. And I think the record is very strong that we have a wide suite of competitively priced data products that in many cases results in customers saving money across the board. I think that record is very strong.
Robert Greifeld:
Yes, what Ed is referring to is NASDAQ Basic, really, it has the ability and it's been, I guess, the most successful data product in our industry in quite some time, and it does reduce our customers cost anywhere from 40% to 60%. So we're proud of that.
Operator:
Our next question comes from Ashley Serrao with Credit Suisse.
Ashley Serrao - Credit Suisse:
First, on options market share. There's been a decline this quarter, I was hoping, you could just share some color on what's going on there, and maybe talk about the trade-off between share and revenue capture?
Robert Greifeld:
A good question. Something we obviously deal with all the time in our transaction businesses. So we did see some decline in share, but it was certainly not directly correlated to revenue. And that the share we lost was from volume that was most attractively priced there. So I think we're doing a very good job of optimizing those two dimensions, and we pay attention to it all the time.
Ashley Serrao - Credit Suisse:
And then just going back to NLX, as we head towards the ESMA rulemaking process in December, I was hoping you could share some color on what you're hearing from both our customers and regulators, as everybody lobbies each other?
Robert Greifeld:
Well, I would say this, the NLX effort is not predicated on any ESMA rules. I mean, we're trying to leverage the horizontal clearing capability that LCH brings to the marketplace. So we're not trying to essentially gain access to a vertical monopoly at this point in time. So NLX has a clear path. I would say clearly the lobbing is very intensive with respect to how ESMA would play out. I mean, the current set of ESMA rules, as they're currently constituted I think is very favorable for NASDAQ OMX. We are definitely proponents of the horizontal clearing model and we support that. Hans-Ole, would you like to add anything?
Hans-Ole Jochumsen:
I think you were precise.
Robert Greifeld:
Trying to be.
Operator:
Our next question comes from Jillian Miller with BMO Capital Markets.
Jillian Miller - BMO Capital Markets:
So just going back to the Thompson Reuters business, you referred to some pricing you're offering to promote client relationships and I wasn't sure if that was related to the subsidy issue or if this is something completely separate, more related to the competitive pressure that you mentioned in the Investor Relations product. So just wanted to get a little bit of more detail on kind of what's being offered, why you think it's necessary on that piece.
Lee Shavel:
Certainly, Jillian. To be perfectly clear what we were referring to was, our continuation extension of the subsidy that had been previously offered by the competitor. We believe that both from a relationship standpoint as well as due to associated revenue from those clients that is non-subsidized, as well as what we see the opportunity of continuing to extend those relationships, it was absolutely the right economic decision for us to continue those subsidies and that's precisely what we're referring to.
Jillian Miller - BMO Capital Markets:
So there's nothing else, it's just that $3 million that you already disclosed?
Lee Shavel:
That's correct.
Jillian Miller - BMO Capital Markets:
And then on the regulatory front, we're getting close to having the SEC's proposed Tick Size Pilot with at least one of their test groups embedded trade-at provisions. And I was just interested to get your thoughts on, like how much we should be reading into this? Do you get the sense that the regulators and the industry are kind of trying to test out a trade-up. But if test group three's data successful, it could be expanded to the broader market or do you think this has always been and will always be something that, in the regulator's mind, is kind of relegated to less liquid stocks and not a industry-wide type of solution?
Robert Greifeld:
Well, the first thing I'd say is when you look at the broad sweep of regulation across the globe, there is a strong trend line towards some trade at type or trade at equivalent type of rule and that's applying to most developed market. So I would certainly predict that in the fullness of time here in the U.S., you're going to see an evolution of the market structure rules, hopefully aided and informed by the results of the Tick Pilot. But I'd also say that here at NASDAQ OMX, we're focusing on the world that exists today and making sure that we can compete and better serve our customers. And if you've been following our daily midpoint liquidity, product and services has been growing in popularity and that's allowing our customers to get price improvements mostly in the dark, but it is price improvement in the context of the rule sets of an exchange, so we're proud about that. So when you think about where we're going to go, we certainly will be a strong advocate for market structure changes. I think we'll improve our market, but we're also going to be quite pragmatic about making sure we do things today that work within the construct of the current rule set.
Operator:
Our next question comes from Mike Carrier with Bank of America Merrill Lynch.
Mike Carrier - Bank of America Merrill Lynch:
First, just on the revenues, if I look at the sequential change, it looks like there's -- if we exclude the transactions, given the seasonality, and then also the $8 million in audit, it looks like sequentially it's down maybe 3%, and maybe the FX impacted that as well, so maybe 2%. I guess I'm just trying to understand, when I think about like what's seasonally soft, so whether it's the tech business, if you had a little bit of seasonality this quarter, Corporate Solutions, just anything to try to get a sense on going into the fourth quarter, can you see some rebound? Because it just seemed like across the segments there was a little bit of softness, versus something like you pointed out, whether it's audit or in corporate solutions, that pricing change; just wanted to see if there was anything else that you would point out as more seasonality versus just core?
Robert Greifeld:
So Lee, why don't you answer that and let Adena fill in some of the blanks.
Lee Shavel:
Sure. So Mike, I would say that from a Market Services standpoint, I think we generally lower levels of overall activity reflecting some of that softness that Bob described that's kind more of a traditional slowdown. Beyond that we obviously had a strong Listing business due to the continued strong IPO market and we had a mix in the Technology Solutions business, some areas of growth in the press release, in the governance products as well as some weakness on the Investor Relations products. I think, you generally would see a slower activity in the third quarter from some of those event-driven businesses like the PR business as well as the Multimedia businesses, and so I think, that probably had an overall contribution to some of the lower revenues in the third quarter. And in market data, there really isn't a lot of seasonality in that business. And with regard to Market Technology, there typically our strongest quarter is the fourth quarter; the third quarter does tend to be a little bit on the slower side. So those are the elements of seasonality that I think we saw in the business in the third quarter. And I'll hand it over to Adena for any additional color on that.
Adena Friedman:
Sure. Just a couple of additional details. With regard to the Market Technology business, in the third quarter we tend to find that our clients request and execute fewer minor enhancements to their systems that we tend to work with them on, so our minor -- what we call our client request revenue tends to be lower in the third quarter, just based on vacations and other things happening among our client base. And then with regard to the Corporate Solutions, as you mentioned, Lee, also in relation to the fact that over the summer, it tends to be a slower period for a lot of corporate clients, that means that they request fewer multimedia events, they request fewer things where we provide service and get paid on more of a one-time basis as opposed to the recurring revenue streams for most of our products there.
Mike Carrier - Bank of America Merrill Lynch:
And then just on the buybacks, just given the authorization and given the pace that we saw in the quarter and in October, I guess any change in the outlook there, just given where the debt level is? What the maturities are going forward in the cash flow, or is it going to be more of the same kind of ongoing and then opportunistic?
Robert Greifeld:
The answer is no change in our strategy. And I think, the point that I want to emphasize is that, as I've said a couple of times, we want to be opportunistic on the share repurchases. As you saw in the second quarter with the impact of the Flash Boys, we were very aggressive in that quarter. In the third quarter, I think you saw a pretty steady trend upwards in the stock price. There weren't a lot of pull backs for us to be aggressive opportunistically. And then clearly in October, as we've disclosed given some of the downdraft in the global markets, we saw an opportunity to be more aggressive. So overall, we continue to remain committed to this as a significant means of returning capital shareholders. We continue to believe, that at these valuations, there are very good returns on capital for it, but we also want people to understand, we're going to be opportunistic quarter-to-quarter and so that will create some variances. But overall, the share repurchase authorization is emblematic of our continued commitment to do that when the opportunities exist.
Operator:
Our next question comes from Chris Harris with Wells Fargo.
Chris Harris - Wells Fargo:
Just want to follow-up on that question and answer regarding the revenues. So you guys give us the year-on-year growth rate, which negates the impact of seasonality. And if we look at that growth rate you're down 1% year-on-year excluding FX. You guys talked about some discrete items this quarter, if we back those out, so the negative impact from data and the pricing changes in Corporate Solutions, what would your year-on-year organic growth rate would have been in the quarter?
Robert Greifeld:
Excluding the market data, which I think is the big impact, for this year-over-year period, we would be looking at 2% organic growth on a year-over-year basis. And I think that reflects some of the seasonality, and meaning that I think that this recognize it's a year-over-year comparison, that we feel, as though that it was a slower summer this year relative to last year that is contributing to some extent, but again, its one quarter. If you look at our year-to-date performance for the non-transactional businesses, we still are within the guidance range that we have, that we've set.
Chris Harris - Wells Fargo:
And follow-up question on the IR, PR business. If everything goes right there and you guys start firing on all cylinders with your next generation offering, what kind of revenue growth do you guys think you can do there? I know you've got, I think a mid-single digit revenue target for that whole segment, but I'm wondering specifically for the Thomson business.
Robert Greifeld:
Yes. We haven't disclosed that. I would say, obviously, we're focused on making sure the product is good as they can be. The market itself is quite large, but certainly we would aspire to have a double-digit growth rate in that business.
Operator:
Our next question comes from Ken Worthington with JPMorgan.
Ken Worthington - JPMorgan:
First on pricing, I believe, NASDAQ raised prices on listings, and other exchanges have raised prices selectively both in trading and non-trading businesses. Maybe how do you think about pricing power based on the competitive nature of your businesses? And is pricing a relevant component of revenue growth, as we look out over the next two years to three years?
Robert Greifeld:
One, I would say it will certainly be a component of our revenue growth and we really look at how are we delivering value to our customers, and then are we being properly compensated for that value. So the listing business, we have spent a lot of time and effort growing the suite of product and services we offer to our issuers, and we had not raised prices for quite sometimes that was more than fair. And I think the uptake from our customers is representative of their view of that. And we do have the grand opening of our new market site coming up in the next two weeks, so we're excited about that. So there is pricing capability, but we do it based upon how are we delivering value to customers.
Ken Worthington - JPMorgan:
And then, what other areas do you think are most conducive to price increases, like just very broadly. I don't need specifics, but what other areas?
Robert Greifeld:
Well, when you innovate and you're doing something that your competitors cannot do or will not be able to do for quite some time, then obviously you have more pricing power. So when you look at how we're investing in our future, and we're doing a number of things I classify that are blue ocean, where there is not a strong competition, and we're going to spaces where people don't exist. Today, that has the ability to have strong pricing power and strong margins. And you had even the seasonal slowdown a strong margin in the third quarter. So we expect that to continue and hopefully improve.
Operator:
Our next question comes from Niamh Alexander with KBW.
Niamh Alexander - KBW:
And on the Technology Solutions business, and you gave a lot of color there, and we appreciate it. It sounds like you're probably ahead of plan maybe on migrating some of the Investor Relations business as well as the Information Services. But just looking near-term for the fourth quarter, given the seasonality you pointed to in the third quarter and with some issues there for the Technology Solutions. Is there anything in the fourth quarter this year that it's just that it should be weaker than the fourth quarter last year, because there was a huge gap between third and fourth quarter last year and there is some seasonality that benefits the fourth quarter? Is there anything that would change that this year?
Robert Greifeld:
Nothing that I'm aware of. Lee or Adena?
Adena Friedman:
I think that in the fourth quarter of last year we did have some significant new business coming into the Market Technology business. And in terms of the fourth quarter of this year, there are certainly some opportunities there, but we don't have any like major new clients coming online with a full solution in the fourth quarter of this year. But otherwise, no, there is nothing else.
Niamh Alexander - KBW:
So just because the new clients came on last year, Adena, would they have kind of given a unusual bump maybe to the fourth quarter last year?
Adena Friedman:
We had significant kind of enhancement revenue in the fourth quarter of last year. We always have seasonality to that. I think the fourth quarter of last year was particularly strong. But otherwise I think that we will find that generally business is usual across on both the parts of the business.
Niamh Alexander - KBW:
And if I could go back to the options and maybe Bob or Tom, if you're around. We've kind of lived through in the equities in the past. We have a non-public competitor that's starting to gain some traction or some more attraction, and to really kind of go aggressive on the pricing. And they're already significantly lower than you, but they're taking a bit of share. So help me think about your philosophy and your latitude, and your interest to kind of maintain the market share levels, and your capacity to kind of -- not necessarily get down to where their pricing is, but to take some more pricing hits along the way. It seems like it's a pretty profitable business for you guys too, so you can take a bit of hit on the pricing to maintain the market share, how do you feel about that?
Robert Greifeld:
Well, first I would say is the context is somewhat different between equities and equity option. So the market structure in equity options is different. There is internalization within the exchange itself, and all option trades really have to be traded on exchange. And in that internalization or allocation process, there is relative competitive advantages that are somewhat price insensitive. So we recognize that as a context, but clearly it's a competitive world in the options marketplace. You correctly identify there will be some non-public rational competitors. We've been in this movie before. I think we have a well-trained management with Hans-Ole and Tom, and the rest of the folks who will know how to play the game of chess and the optimization between profitability and market share. Now, as I've said previously, it's something we think about on a regular and consistent basis, and we definitely look for the proper balance. And I think based upon some of the share we won at the cash rate -- the share we lost and the cash rate we're receiving for that, I think it was the proper decisions.
Operator:
Our final question comes from Neil Stratton with Citi.
Neil Stratton - Citi:
I just wanted to ask a question about NASDAQ Private Market. How do you think the revenue opportunity could progress overtime? And sort of, part B, when you think inflection there would be some more material to the topline?
Robert Greifeld:
So, one, I would say, the basic model for NPM is that a company that's on NPM should generate 2x the revenue then we get from a similarly situated company that's on the public market. And that's in consideration of the nature of trading that will exist on NPM and how it will be conducted. And obviously, the services we'll offer to these private companies that are not always germane to a public company. So that clearly will be material to us overtime, as these product and services grow and the companies grow. So right now, we're obviously focusing on getting our experience in running liquidity programs for these companies and also developing our product with cap table management, because that is really probably the first thing they are interested in is to maintain control of their shareholder registry. And in addition to running a direct service we can offer that through our liquidity programs there. So in terms of when this will be meaningful, we haven't clearly articulated that. But I think the thing to watch is how many companies we have and capture per that level of company relative to public market. And I think they'll be surprised at the comparisons we can bring forward in the quarters to come.
Operator:
Ladies and gentlemen, that does conclude the Q&A session. I will now turn the call back to Bob Greifeld, CEO, for closing remarks.
Robert Greifeld:
Well, thank you everybody for your time today. As we said, we had a seasonally slow quarter, aggressive expense management. Also you saw again the diversity of our business model, where three quarters of the revenue is recurring, resulting in any difficult quarter record-tying earnings. Fourth quarter has started at a lot stronger pace. We do hope that it continues. But regardless to that, we continue to execute upon our chosen business pathways here. And as I said previously and in the remarks, we see more opportunities in front of us right now for growth in this institution that we have seen really since I have been here. So we're excited about what we've accomplished in third quarter, look to do even better in the quarters to come. And I thank you for your time.
Operator:
Thank you. Ladies and gentlemen, that does conclude today's conference. You may all disconnect. And everyone have a great day.
Executives:
Ed Ditmire - Investor Relations Robert Greifeld – Chief Executive Officer Lee Shavel – Chief Financial Officer and Executive Vice President, Corporate Strategy Adena T. Friedman – President of Global Corporate, Information, & Technology Solutions
Analysts:
Richard Repetto – Sandler O'Neill & Partners Jillian Miller – BMO Capital Markets Michael Carrier – Bank of America Merrill Lynch Chris Allen – Evercore Partners Kenneth Hill – Barclays Capital Niamh Alexander – Keefe, Bruyette & Woods, Inc. Ashley N. Serrao – Credit Suisse Akhil Bhatia – Rosenblatt Securities Patrick O'Shaughnessy – Raymond James Kenneth Worthington – JPMorgan Robert Rutschow – CLSA Gaston Ceron – Morningstar Equity Research
Operator:
Good day, ladies and gentlemen, and welcome to The NASDAQ OMX Second Quarter 2014 Results Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions will follow at that time. (Operator Instructions) As a reminder, this conference is being recorded. I would now turn the call over to your host Ed Ditmire, Vice President of Investor Relations. Please go ahead.
Ed Ditmire:
Thanks Stephanie. Good morning everyone and thanks for joining us today to discuss The NASDAQ OMX’s second quarter 2014 earnings result. On the line are Bob Greifeld, our CEO; Lee Shavel, CFO; co-Presidents, Adena Friedman and Hans-Ole Jochumsen, Ed Knight, General Counsel and other members of the management team. After prepared remarks, we'll open up to Q&A. The press release and presentation are on our website. We intend to use the website as a means of disclosing material, non-public information and complying with disclosure obligations under SEC Regulation FD. I'd like to remind you that certain statements in the presentation and during Q&A may relate to future events and expectations, and as such constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. Information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press release and periodic reports filed with the SEC. I now will turn the call over to Bob.
Robert Greifeld:
Thank you, Ed, and good morning, everyone, and thank you for joining us today to discuss our second quarter 2014 results. I am pleased to report another strong quarter driven by solid organic growth across all of our business segments. To be more specific during the quarter, we experienced a 4% organic revenue growth rate, a 9% organic growth rate in our three non-transactional segments combined. Truly a strong performance. Some of the highlights driving our performance during the quarter which I’ll comment on more a continued exceptionally strong IPO environment. In fact, we are on pace to eclipse our strong 2013 IPO totaled by Labor Day of this year. Strong growth in our information services and market technology business segments and materially year-over-year market share gains in our U.S. and European cash equity operations. Revenues during the quarter reached near record highs at $523 million and non-GAAP diluted EPS was $0.70, up 13% year-on-year. Those who follow us and listen to these calls, know that we live by the belief that good execution is what drives our success. So when you see, we match the previous quarters operating profit record and had our second best quarter ever in terms of non-GAAP EPS, net income, and net revenue it’s clear that we were executing well quarter-after-quarter. Because of our strongest execution, we have position ourselves to complete our de-leveraging ahead of schedule and restarted our stock repurchase plan. We returned $93 million of capital to shareholders this quarter in buy backs. In addition to our $25 million in quarterly dividend payments. While we are executing well, it’s important to note that in no way are we satisfied and what’s truly exciting for us and the rest of the management team is, there is substantial room for improvement in the execution in each and everyone of our business segments. I’d like to provide more detail around the business highlights are contributed to our strong quarter. As I mentioned in my opening remarks one of the more positive signs is to continued strong pace of the IPO market. All in all, we welcomed 111 new issues to our markets during the second quarter, up from 79 in the prior year period. Our share of U.S. IPOs is 59% in the second quarter and 61% in the first half of 2014, improving on a 52% figure for the full year 2013. In our Technology Solutions segment, our market technology revenues were up 12% year-over-year, driven in part by record order intake in 2013 and the resulting backlog, which exited 2013 at record levels. During the quarter, our market technology team announced some exciting new business wins, including the Philippines Stock Exchange which will lever our extreme trading platform to expand its derivatives offerings. We’re certainly pleased that more and more customers are turning to our Technology Solutions to help them meet their business objectives and our progress in the quarter certainly highlights that. Another area which continues to be a shining star for us is our Information Services segment. Revenue was up 15% in the second quarter, compared to the prior year quarter. This was driven both by index, licensing, and services revenue, which grew by 22% on the back of a 41% growth in assets under management in ETP license in NASDAQ OMX indexes. As well as, in market data which saw revenues rise 13% including continued strong growth in the NASDAQ basic product and the impact of the eSpeed market data. We believe we’ve only just began to scratch the surface in terms of new opportunities for us to deliver more products through our global distribution channels and are certainly encouraged by the progress we are seeing in this segment. Turning to our Market Services segment, volumes continue to be soft across most trading categories, but offsetting this for us are the year-over-year market share gains we experienced in both U.S. cash equities and European cash equities, which were up one and two points respectively. Also, helping to offset these market headwinds, was our increased caps rate in the U.S. cash equities, up 19% versus the prior year period and the impact of higher notional value traded and our European cash equity trading. The transaction business has and will always be very near and dear to us. I think our strong competitive performance during the quarter is another indicator that when volume levels eventually rebound and they will that we are well positioned. Certainly central to our efforts in the quarter and I think of interest to our investors is the progress we’re making with our recent acquisitions. I would say that we continue to make substantial progress with the strategy we have outlined with very much work left to be done. I do want to provide you with a brief update. First, with regard to our Corporate Solutions business, we continue to make strong progress in transforming our product offering and upgrading the back-office support functions that will allow us to be more efficient and effective in serving our customers. Central to this effort is our lead to cash order management and billing solution, which is being faced and started its rollout in the second quarter. It will be fully deployed over the next several quarters. This will support both the acquired and the legacy Corporate Solutions businesses. While our billing processes will see improvement in great efficiency, the sales organization will also benefit from better intelligence and a clearer view of opportunities with anyone given customer. Another keen area of keen focus for us is our next generation platform, which is designed to take advantage of our unmatched breadth of products by integrating them onto a common platform while enhancing their functionality. As an example of the work we are doing, we recently replatformed our IR mobile product leading to a 56% increase in usage among our customers. Another example is that we moved half of our temporary service agreement for IR website hosting data center and shifted to the cloud. This provides greatest scalability and redundancy reduces our infrastructure cost and provides clients a better user experience. Going forward, we’ll continue to work to integrate and transition our product families to both eliminate redundancies and enhance the customer experience. Our goal here is to deliver the kind of product and services that our customers simply cannot get anywhere else. And I think the work that has gone on this quarter continues to put us on the right coarse to achieve our objectives. The end state will be a Corporate Solutions business, which not only benefits by efficiencies created through the elimination our redundant products and support systems, but just as importantly by the ability to grow the business more quickly leveraging new products and a tremendous distribution channel of more than 10,000 corporate clients worldwide. Turning to eSpeed. The second quarter featured a significant milestone for us with the successful data center migration of the matching engine, market data distribution and our client systems to our main Carteret data center. I am pleased to report this migration was completed without any major issues for our customers. With the technology upgrades that we have put in place and the world class performance established. Our focus has turned to expanding our product offering. On this front, we’ve had a more significant product launch since the acquisition with our T bill offering, which we started testing with customers in late June and which had an official customer launch, just two weeks ago. We had several major primary dealers serving as committed market makers with affirmative obligations, during the launch of this T bill. Our first week store volumes averaged over $1 billion notional per day, an encouraging start, which we expect to build on with the additional market making participants coming online in the weeks to come. We continue to believe, there are efforts to build, to add quality customer relationships, improve the quality of the trading system and grow the product offering or expand the value of the Eastville offering in the market and certainly position us to take advantage of the incredible opportunities inherent in the space. Our new initiatives continue to progress and evolve. Of note NLX our London based futures exchange for interest rate derivatives achieved strong market share, 15% in NURI and mid-single digits compared to all European rate futures, as it passed its one year anniversary. That said we never rest on past performance and we continue to evolve the product to capitalizing gains and build incremental liquidity, across more of the trading day and with a broader group of market participants. NASDAQ private market, our initiative to provide more liquidity advantages as well as important corporate services to private companies is progressing incredibly well. And we continue to see the scale of opportunities in the private market, which could raise the growth potential and listing services for many years to come. We anticipate announcements in the next several weeks regarding additional functionality to the platform, new client wins and the execution of liquidity programs. Another highlight during the quarter for us, as you know, was the announcement of a new management structure. I have a firm belief, there is value and consistency in how we run the organization. And we have run the organization over the past 11 years with the same management structure. And this has certainly served us well. That being said, it’s our job also to balance that with the fact, the world does change. And also that NASDAQ is not the same company it was 11 years ago. Our business has evolved in terms of diversity, scale and geography. The management structure we’ve put in place is designed to better reflect our business, as it needs to be run today and better ensure that we are positioned to grow this institution in the decade to come. I am certainly thrilled that Adena rejoin us in the present role, leading our non-transactional segments, and with Hans-Ole, being promoted to our other President role, leading market services, we have strengthened the depth of this leadership team and we have created a situation where we can continue challenge, develop and grow all levels of management in this organization. In closing, I would say the strength we exhibited during the quarter, once again highlights resiliency of our business model and the soundness of our approach, which as I have said is even more striking during challenging operating environments. Our strategy and approach continues to provide a strong pipeline of opportunities for us that we would otherwise not be in a position to take advantage of. We’ve taken steps to strengthen the management structure, and added talented recognized leaders. We continue to make fundamental improvements to our businesses by focusing on the value we create in the marketplace for our customers. We delivered on our commitments to delver the balance sheet, putting ourselves in a position to resume our buyback program earlier than we originally anticipated, allowing us to be optimistic and begin repurchasing equity. And with that, I would like to turn the call over to Lee, who will go into more details on the numbers.
Lee Shavel:
Thanks, Bob. Good morning, everyone. The following comments will focus on our non-GAAP results. Reconciliations of GAAP to non-GAAP results can be found in the attachments to our press release and in presentation that’s available on our website at ir.nasdaqomx.com. I will start by reviewing our second quarter revenue performance relative to the prior year quarter as shown on Page 3 of the presentation. Net revenues increased 16% to $523 million. Contributing to this increase was a 19% increase in subscription and recurring revenue, primarily from acquisitions, but also from material organic growth. Subscription and recurring revenue represented 74% of total revenues. Transaction-driven revenues rose $8% due mainly to the inclusion of eSpeed, which closed at end of the second quarter 2013 period. On an organic basis, and assuming constant currency, and excluding acquisitions, total company net revenues rose 4%. And if we move to Page 4 in the presentation, we show how that organic growth breaks down between the Non-Transaction, Information Services, Technology Solutions and Listing Services segments and the volume sensitive, market services segment. Non-transactional segments showed continued strength with 9% organic growth this quarter and also continuing a positive trend, each of the three segments had positive organic growth. Market services had a 2% organic decline for the quarter, reflecting the impact of more severe industry volume declines in the period. For example, U.S. Options and U.S. Equity volumes fell 10%, versus the prior year period on an industry wide basis. On the bottom of this page, we reiterate our views on the medium term organic growth outlook for the Non-Transactional segments. We realized that the last few quarters had been running a bit above these projections, but these views were meant to reflect multi-year cross cycle periods, and natural growth in shorter periods can be above or below the these ranges. I’m now going to go over some highlights within each of our reporting segments. All comparisons will be to the prior year period unless otherwise noted. Information Services on Page 5, which includes our market data in index businesses, increased revenues and operating profits by 15% each including the impact of eSpeed market data with operating margin steady at 74%. Market data had a 13% increase in revenues due to a wide range of drivers including continued growth in NASDAQ Basic, which also had a price increase in 2014. The inclusion of eSpeed market data and $3 million in higher audit collections versus the prior year period. We’ve had $15 million in audit collections in the first half, and our best guess on full year 2014 will be in about the same range as last year’s $19 million to $20 million. Index Licensing and Services grew revenues 22%, due principally to the growth in assets under management in exchange credit products licensed to NASDAQ OMX indices, which rose 41% to $96 billion at the end of the quarter, and secondarily to higher volumes of license derivative contracts. Technology Solutions, as shown on page 6, which includes Corporate Solutions and Market Technology increased revenues by 44%, mostly due to the impact of the Thomson Reuters acquisition, which was included in only one month of the second quarter of 2013 period, but also due to organic growth at both the legacy Corporate Solutions businesses and in Market Technology. Operating profit rose 57% from $7 million to $11 million and the margin rose a point to 8%. Corporate Solutions revenue comparisons show the full quarter impact of the late May 2013 Thomson Reuters acquisition, but it is important to note that we are still seeing solid organic growth here as well. The Corporate Solutions revenue in 2Q at about $80 million reflects firstly the full period impact of absorbing the NYSE Thomson Reuters subsidies for certain of their listed issuers which started in February. And secondly, the impact of the transition to new product platforms and a new billing system, which are investments necessary to achieve our long-term profitability and growth objectives in this business. Market Technology revenues grew 12%. The order intake of $32 million was at the lower end of recent run rates, but the backlog at $638 million remains close to all time highs and is 25% above the same period last year. Growth included contributions from both BWise and SMARTS mitigated somewhat by lower change request revenues. Consistent with what I’ve said in the last few quarters, we continue to expect year-over-year improvement in Technology Solutions segment margins in 2014, and continue to target a 20% margin by the end of 2015. Market Services on Page 7, which includes transaction revenues from our derivatives, equities and fixed income marketplaces, as well as associated access and broker services revenues, saw a 6% increase in revenues, due mainly to the impact of the eSpeed acquisition. Operating profit increased 19%, with operating margin rising to 44% from 39% in the prior year period. Net derivatives trading and clearing fell 13%. European revenues were unchanged, while net U.S. derivatives were down due mainly to materially lower industry volumes and secondarily to modest declines in capturing market share. Net cash equities trading revenues rose 12%, as we saw market share higher in both U.S and Europe, industry volume growth in Europe and our U.S. capture rose materially. These more than offset materially lower U.S. equity industry volumes and a moderate European cash equity capture decline. Net fixed income trading revenues were unchanged from the first quarter. In Access & Broker Services, revenues rose $2 million or 3% to $65 million, driven by the inclusion of eSpeed hosting revenues and certain pricing initiatives. On Listing Services, on Page 8, we saw a $2 million or 3% increase in revenues due to higher market capitalization of European listed issuers and an increased issuer based and more new issue activity on the U.S. side. Operating profit increased $1 million or 4% to $24 million and operating profit margin of 40% was unchanged versus the prior year period. U.S. IPO wins in the quarter jumped to 52% from 35% in the prior year period and our IPO win rate was 69% and 61% year-to-date, up from 52% for the full year 2013. In Europe, the new issue market has been busy as well with 41 new listings year-to-date. And as of the end of the second quarter, the capitalization of listed companies rose 24% versus the prior year period. Turning to pages 10 and 11, to review the income statement and expenses, non-GAPP operating expenses increased by $41 million from the prior year with the vast majority of the increase coming from the two acquisitions. Organic expenses, excluding the acquisitions and assuming constant currency fell 2% this quarter versus the prior year period and are up 2% year-to-date. Partially this reflects changes relating to our tracking of annual performance goals, which was at a relatively elevated level in the first quarter of this year, reflecting more active industry volume levels, which were up about 10% year-over-year for example in the U.S. Equity and equity options, and which was partially reversed in the second quarter of 2014 when U.S. equity and equity options volumes fell about 10% year-over-year and our outlook for 2014 activity levels moderated. If you turn to Page 12, in light of the more subdued trading activity levels in the second quarter and beyond, we’ve taken actions to appropriately recalibrate spending in certain areas and are lowering our expense guidance as a result. For those of us who know us well, expense discipline particularly in more challenging environments is a hallmark of our focus on profitability. Our updated 2014 expense guidance moves from $1,220 million to $1,250 million range, down from the $1,250 million to $1,285 million previously. While year-over-year comparisons are somewhat challenging given the two material 2013 acquisitions. If we take our second half 2013 expense run rate and annualize it as a best available post acquisition baseline, our updated 2014 expense guidance reflects a roughly plus or minus 1% change versus the second half of 2013 baseline, down from a positive 1% to 4% expense growth in our prior 2014 expense guidance. Non-GAAP operating income in the second quarter was $250 million, up 17% from the prior year period. Non-GAAP operating margin came in at 41%, unchanged from the prior year period. Net interest expense was $29 million in the second quarter of 2014, an increase of $5 million versus the prior year due partially to somewhat average debt outstanding in the period and partially due to financing mix, with reduced balances on the floating rate term loan and revolving credit facility and higher levels of debt in fixed rate longer term public debt issues as a result of the refinancing of our 2015 maturity during this quarter. Non-GAAP net income was $120 million or $0.70 per diluted share, compared to $105 million or $0.62 per diluted share in the second quarter of 2013. The $0.08 increase in our EPS reflected a $0.07 improvement in our core operating profitability, a $0.01 benefit from acquisitions, net of financing costs and a $0.02 benefit from reduced GIFT investment, partially offset by a $0.01 impact from a higher effective tax rate and a $0.01 impact from a higher fully diluted share count. Also, it’s worth noting that the non-GAAP effective tax rate for the second quarter of 2014 was 35.5% and our recent geographic business mix trends probably have us tilting towards the higher end of our 33% to 35% effective tax rate guidance range. Moving on to the balance sheet, please turn to Slide 13. In the second quarter of 2014, the company paid down a net $100 million in debt, but changes in FX and amortization of certain debt led to $106 million decrease in the U.S. dollar amount of debt on the balance sheet, compared to the first quarter of 2014. Our gross debt to EBITDA leverage fell to 2.5 times from 2.6 times last quarter, completing our deleveraging commitment that we set out when we announced the eSpeed acquisition, which in combination with the acquisition of Thomson Reuters business temporarily raised our leverage to 3 times. Due to high visibility and confidence in our operating cash flows as well as capital released from corporate actions such as the merger of our two European clearinghouses during the quarter, as well as an outsourcing of clearing for certain eSpeed customer groups we became increasingly confident we would hit our long-term leverage targets before the end of the second quarter, allowing us to resume the stock repurchase plan. We repurchased approximately 2.6 million shares or 93 million in aggregate value of stock in the second quarter at an average price of $36.46. To give you a sense of our capital generation using the first half of 2014 as a guide, as shown on Page 21 of the presentation, we generated $120 million to $125 million in free cash flow, net of capital expenditures per quarter excluding the impact of pass through SEC Section 31 fees. We currently payout about $25 million in dividends per quarter and no longer have any mandatory principal repayments on our debt, leaving us with about $95 million to $100 million of cash flow to deploy every quarter. Going forward, we’ll continue to look to put capital work where it generates the highest returns for our shareholders, whether that be towards share buybacks, internal investments or acquisitions that meet our stringent requirements. Thanks for your attention. And I’ll now turn it back over to Ed.
Ed Ditmire:
Thank you. Stephanie, could you please open the call to Q&A now.
Operator:
Thank you. (Operator Instructions) Our first question comes from Rich Repetto with Sandler O'Neill. Your line is open.
Richard Repetto – Sandler O'Neill & Partners:
Good morning, Bob. Good morning, Lee. Congrats on a very strong quarter given the volume environment. And I guess the first question is, Lee, on the buyback. We’re surprised it was that aggressive, seeing that you started mid-quarter. Just a little bit more detail or color on how you’re going to evaluate the amount. Before, you used to guide to $50 million to $75 million per quarter. Is that still a good range, now that you’ve hit a gross debt to EBITDA ratio? Or, how are you looking at the quantity of buybacks going forward?
Lee Shavel:
Yes, thanks, Rich. We’re not going to provide specific guidance on the buyback. What we said, I would reiterate our focus on the capital that we’re generating each quarter as I indicated after dividends of $95 million to $100 million at our current year-to-date run rate. And as we have in the past every quarter, we’re going to look at the capital we’re generating, we’re going to look at the opportunities to deploy that capital through buybacks, internal or external investments and determine where we think the best returns are. We certainly think at the current share price that there are very attractive returns for us in buying back shares. And so, that’s really the extend of what we can say at this point other than to reiterate our focus on putting that capital where we see the best returns.
Richard Repetto – Sandler O'Neill & Partners:
Okay. That helps. Thanks. And then, I do want to welcome back Adena and congratulate both Adena and Hans-Ole on their promotions. My one follow-up would be on the merger expenses, Lee. If you look at the first half, we’ll get about $42 million. It’s pretty a lot higher than the first half of last year. And can you give a little bit more detail of what you are excluding from the operating EPS with these merger expenses?
Lee Shavel:
Yes, certainly, Rich. So what you see is about $14 million of overall merger and strategic initiative expenses. And to give you some color of the composition around that that about $5 million of that $14 million is due real estate consolidation. Thomson Reuters had real estate in London. We did as well. We’ve consolidated that into a new facility. So there’s about $5 million of reserves that we are taking on that front. From a severance standpoint, we have severance expenses associated with Thomson Reuters and eSpeed. That’s approximately $3 million associated with that business. We have legal and consulting fees. As we’ve talked about the integration of these businesses, given the geographic scope, are fairly complex. So we have legal expenses of about $3 million as well. We also have some transition services arrangements with Thomson Reuters that will phase out over time. Those are not – they are duplicative expenses currently that fall within that merger category. That’s about $1 million as well. And then, we also had expenses related to the integration of the NOS clearinghouse with our Nordic clearinghouse in Stockholm. So, those are the elements and the rough amounts included in that $14 million.
Richard Repetto – Sandler O'Neill & Partners:
Okay. Thanks for the color. And, again, congrats on the strong quarter.
Robert Greifeld:
Thank you.
Lee Shavel:
Thanks.
Operator:
Our next question comes from Jillian Miller with BMO Capital Markets. Your line is open.
Robert Greifeld:
How are you doing, Jillian?
Jillian Miller – BMO Capital Markets:
Good. With respect to the treasury business, Dealerweb launched its electronic on-the-run platform in June and they’ve said they are trading about $30 billion a day, which looks to be almost half of what you guys did in the second quarter. So, just wanted to get a sense from you, what you are hearing from clients about the platform. And any additional color on the new competitive dynamics you are seeing in the space would be helpful.
Robert Greifeld:
Yes. That’s a number I haven’t heard, but I would say this. One, we track our market share and it’s obviously not like the equity market where you have a consolidated tape and you have a known number, but still it’s important to track it over time and obviously it’s the same denominator you use. So in the quarter we saw a minor increase in market share for our U.S. treasury operations. So, not nearly what we wanted, but it was an uptick. So we feel we’re on a positive trend line here.
Jillian Miller – BMO Capital Markets:
Okay. Great. And then on the Tech segment, you’ve got the margin target of 20% by the end of 2015 and there is still quite a ways to go at 8% now. So I was just hoping you could give us an idea for like when we’ll see the bulk of the Thomson Reuters synergies flowing through, and I guess, related to that, when we’ll see most of the improvement in the segment margins – maybe 2015?
Robert Greifeld:
Definitely. And tying back to my prepared comments, it was a very strong quarter and somewhat exceptional in the light of the transaction business challengers we had. But what’s really exciting is that we’re really not hitting on all cylinders at this point in time and each and every one of our businesses has room to improve upon its execution. Clearly in the Corporate Solutions business we are making progress, but we have a long way to go. So we’re on a proper live path. We feel good about where we’re going and we’re primarily excited about the great opportunity. So I think you should not say 2015, but we expect quarter-after-quarter to make improvements and the team is in place and doing a very good job about that.
Jillian Miller – BMO Capital Markets:
Got it. Thanks.
Operator:
Our next question comes from Michael Carrier with Bank of America Merrill Lynch. Your line is open.
Michael Carrier – Bank of America Merrill Lynch:
Thanks, guys. Bob, just two questions, just on the U.S. cash business, given some of the regulatory debate and the market structure and then also just the pricing. What drove price in the quarter? And, then, when you think about the different paths that we can move forward in, on the market structure side, just how does NASDAQ fit in? Because it definitely seems like there’s some opportunities depending on how things ultimately play out. But kind of getting there, there can be a lot of uncertainty. And so, just wanted to get your take on where you think things stand at this point.
Robert Greifeld:
I would say, first, if you look at the broad scope of history, you see markets tend become more transparent over time. So we just know that that will happen again in the equity world. That’s going to happen obviously in over-the-counter world. And with respect to uncertainty, clearly I think last three to four months you’ve seen increased focus on the need for transparency in the equity markets. We feel very positive about the way the discussions are going and what are likely to happen from a regulatory outcome point of view. I would say this though that the regulatory changes, while probably in process take a while, and I think there are many opportunities for us to continue to move forward with how we run our business today where we can see gains in share and/or capture. And to the extent we can bring real value to this business, which I think we can, I think you’ll see both share and cash continue to have positive momentum. So, one, we think the regulation is moving in a positive direction. We’re not going to wait for that. We have plans in place. I think you’ll see some positive impact on our businesses in the near-term.
Michael Carrier – Bank of America Merrill Lynch:
Okay. Thanks. And then, Lee, just as a follow-up, I guess just two number things. I think you’ve mentioned in market data that there was an audit. I just wanted to make sure I got it right. I think you said that the first half was running at about $15 million and I think full-year last year was around $20 million. So, there are going to be some additional, but we would expect that to just moderate a bit. And then just on the charges, you guys have done a lot of deals and so you have these charges. You paid down debt, so that added to charges. When we think about moving forward, is there a steady state without the acquisitions that we should start to see the adjustments start to normalize to a lower level?
Robert Greifeld:
So on your first question, I think you’ve got that precisely correct in terms of the expectations that the audit fees will moderate for the balance of the year. In terms of the charges, and I would just emphasize that particularly with the Thomson Reuters deal, this is a large, complex, global integration. And so, as we work to integrate and migrate onto new product platforms, new building systems and we integrate the employees there is an ongoing level of associated one-time charges. Now, our expectation is that really that will begin to phase out over the balance of 2014. And then once we’re through that the bulk of those expenses will be done and will be into a steady state at that point. So, that would be the direction I’d give you in terms of what we view as reaching a normalized level of operating expense and you won’t see as much of a gap at that point between our GAAP and our non-GAAP numbers.
Michael Carrier – Bank of America Merrill Lynch:
Okay. Thanks a lot.
Operator:
Our next question comes from Chris Allen with Evercore. Your line is open.
Chris Allen – Evercore Partners:
Morning, guys.
Robert Greifeld:
How are you doing, Chris?
Chris Allen – Evercore Partners:
I was wondering if you could just give us an update in terms of how much of an EPS drag was NLX this past quarter. I know you guys have put in recent pricing changes around the rebates that were paid out and the time frames during which they could be incurred. So, wondering what impact they’ve had on the rebate levels. And obviously they’ve been playing well from a market share perspective.
Robert Greifeld:
I’ll start with the second part of your question, let Lee answer the first part. So, we started with a general rebate, which was applicable through the entire day. And, then, as we evolved we broke it to a morning session and an afternoon session. And just in the last week we evolved to the point where the rebate is tied to basically an hourly contribution to our liquidity and it has had the desired effect. If you look at the graph, now we have a more steady state of liquidity in the market and it does mirror the incumbent market share with respect to how liquidity is distributed. So, we feel very good about that change.
Lee Shavel:
And on the first question, the NLX initiative continues to have approximately a $0.04 to $0.05 impact per quarter for the business.
Chris Allen – Evercore Partners:
Okay. And then, I was just wondering if we could hear from Adena exactly what drew her back to NASDAQ from Carlyle?
Robert Greifeld:
Sure.
Adena T. Friedman:
Good morning. As you know, I’ve spend a long time at NASDAQ. I was here for 17 years before I went to Carlyle, and I think Carlyle is a spectacular firm and I had a wonderful experience there. But as I look at opportunity set here at NASDAQ and the businesses that I’m having the opportunity to come back and manage, I’m thrilled with the opportunity set that we have with the Technology Solutions business, within the Listings business and the Information business. So, I’m excited to have P&L. I’m excited to be able to manage a large aspect of the NASDAQ market and so I’m excited to be back.
Chris Allen – Evercore Partners:
Thanks a lot.
Operator:
Our next question comes from Kenneth Hill with Barclays. Your line is open.
Kenneth Hill – Barclays Capital:
Good morning, everyone.
Robert Greifeld:
How are you doing?
Lee Shavel:
Good morning, Ken.
Kenneth Hill – Barclays Capital:
Good. How are you?
Robert Greifeld:
Good.
Kenneth Hill – Barclays Capital:
Okay. I wanted to start off just on a follow-up to the regulatory question earlier. I think in the past you guys had talked about pushing some of your mid-point liquidity offering a little bit more aggressively as the regulators focus on some of the off-exchange market share. So is this going to be a continued focus for you guys? And what can we expect for that in the coming quarters here?
Robert Greifeld:
Yes. I kind of hint to that at the last question .So, the point I will make is that you have on the Reg ATS today DART trading and DART governance and the two do not have to be joined at the hip. So, certainly we think there is opportunities for us to bring two customers some of the darkness in the marketplace where it’s appropriate, but more importantly, allow for lid governance. So you’ll see us positioning our products along those lines.
Kenneth Hill – Barclays Capital:
Okay. And follow-up here on Alex to so you mentioned the first 12 months you’ve got some great market share there over 15% in the LIBOR, I was hopping if you give some color on some of how the customer base is shifted overtime. And how you can kind of grow that customer base I guess further out on the curve where they could really benefit from some of the cost margin potential.
Robert Greifeld:
Yes, the first thing is we do have to continue to diversify our customer base, we obviously have a core group of customers who support us. And I think in the second quarter we made substantial progress and basically advancing the dialog with expanded base of customers. Clearly the buy side is where we have to resonate with our message. And what the market share does for us, it’s really in many ways your advertising budget, because there’s not a person in the community who is not aware of what NLX is doing, and that can generate positive reinforcement cycle where more people get interested, more people get interested and the market share goes higher. So we’re in that process right now. So we’re making progress, we have a long way to go, but we’re happy with how it’s progressing. And with respect to your second part of your question, clearly the open interest has to build for us to provide real cross margining benefits to our customers, so I think that’s a second order impact of having success in the core product.
Kenneth Hill – Barclays Capital:
Okay, thanks for taking my question.
Operator:
Our next question comes from Niamh Alexander with KBW. Your line is open.
Niamh Alexander – Keefe, Bruyette & Woods, Inc.:
Hi, thanks for taking my questions. And I could go back to I guess the securities or the accurate market structure, and I felt that it was the Chicago side governor had to put out some recommendations about market structure changes. One of them specifically was about providing different trade information within some of the co-location services and it was primarily recommendations, but that’s just, is that something that you think exchanges including yourselves are providing today, is that something that you get paid for, that we need to kind of think about in terms of forward revenues?
Robert Greifeld:
I’m not quite sure I understand the question, but I would say that clearly we’re regulated by the SEC we focused with respect to where they want to go with the regulation. But if you could repeat that back a little bit?
Niamh Alexander – Keefe, Bruyette & Woods, Inc.:
Yes, sure I mean, it was quite a detail it was interesting because it wasn’t from your primary regulator, it was side governor I believe who put out the report. And one of the suggestions was that exchanges may be stop providing trade information or trade confirmation that different speeds or different levels within their data centers. And I was – I didn’t know if that something that NASDAQ provide and if it is, is it something that we should think about may be in terms of potential risks of the revenue going forward?
Robert Greifeld:
Okay. I’m going to have to plead a little bit ignorant on this and let us take that offline, and we’ll get back to you than publicize it.
Niamh Alexander – Keefe, Bruyette & Woods, Inc.:
Okay, sure. Fair enough. Thanks. And then the market structure in equities, I guess you already kind of said, look you’re pleased so far in what you’re hearing in terms of the potential for market structural changes. I assume you’re part of the – you’re soon to be proposed why your tech side’s pilot is that potentially a good thing for exchanges? It should be a good thing for issuers if you get more liquidity in the stocks. Is that a good thing you think for exchanges as well potentially?
Robert Greifeld:
I think so. And certainly we’re pleased to see that we’re going forward with pilots, I think the information there will be I think quite useful and hopefully drive market structure forward on a data driven basis. I certainly believe that transparency wins and you see I think based upon what’s happening in the industry today and really around the world that people generally come to that conclusion, and that we will be good for our business model, and as I said before, I think in the interim there are great opportunities for us and we intend to pursue them aggressively.
Niamh Alexander – Keefe, Bruyette & Woods, Inc.:
Okay, I’ll get back in line. Thank you.
Operator:
Our next question comes from Ashley Serrao with Credit Suisse. Your line is open.
Ashley N. Serrao – Credit Suisse:
Good morning, guys.
Robert Greifeld:
How are you doing Ashley?
Lee Shavel:
Hi, Ashley.
Ashley N. Serrao – Credit Suisse:
Doing well. I just want to start off on the NASDAQ private market. It’s definitely an exciting initiative for you. I was hoping you could quantify how much you invest in today and then as we think about you coming up the possibility curve and that longer term, is it fair to expect similar margins to your core listing business.
Robert Greifeld:
Well, obviously there’s one we think the revenue opportunity in NPM for a given market cap size companies is larger than it is in the public market based upon the suite of product and services we’re bringing to market. So if I have a company that has a theoretical $50 million market cap, it might represent a 1x opportunity as a public company, we think as a private company could represent a 2x opportunity for us. We also recognize that the market size is dramatically larger than the market size of companies who want to become public. I think in our Investor Day, we showed in the order of magnitude approaching 10 to one. Whether it’s 10 to one or five to one, it’s just a large opportunity for us. The progress we made in the last six months with the Bruce and Nelson leading the effort has been, I think outstanding and as I said in my prepared remarks, you’ll be hearing more about some of those successes in the not-too-distant future.
Ashley N. Serrao – Credit Suisse:
Okay. Switching gears to your other growth initiatives on the index business it has been a good business for you for the past few years. But if I just look at asset growth what the – call it like past few quarter, two, three. It seems like it’s slowing down a little, so I just want to get your updated thoughts on the way you are looking at your opportunity set there and what should we expect.
Robert Greifeld:
Well, I think, one, it’s been an incredibly strong performance from the Index business over the last number of years, and it’s definitely a opportunity set that knows no bounds, and I think it ties back to one of the reasons of being sitting here, because we do have a great opportunity in that business and in others. So we certainly think that a passive investing is a trend line, it’s a growth driver over a long period of time and we’re properly positioned, as we said before we’ve invested in the technology, we have the ability to go toe to toe with any competitor on a global basis, so we are excited about that. So our long term forecast of this business is continued strong growth and being increasingly important to us as the years go by.
Ashley N. Serrao – Credit Suisse:
All right, thanks for taking my questions.
Operator:
Our next question comes from Akhil Bhatia with Rosenblatt Securities, your line is open.
Akhil Bhatia – Rosenblatt Securities:
Hi, good morning.
Robert Greifeld:
Hi, Akhil.
Akhil Bhatia – Rosenblatt Securities:
Just a question to follow-up on eSpeed. You’ve talked about having completed the data center migration, when can we expect to see some meaningful growth that eSpeed given in the new product launches and what’s the targets there.
Robert Greifeld:
That’s a great question. So, as I said we are edging up in market share, we think it’s correlated with the data center move and the improvements in the technology. We have launched the bills product less than two weeks ago, I mean last week really. And to go over 1 billion approaching 2 billion (indiscernible) first couple of days is very strong, so we have a series of product planned after – after bills, another products what I call instantaneous home runs, but will build up on the franchise, we also operate with the belief that as we deliver more value-added solutions to our customers such as the bills product that has the ability to have a somewhat halo effect on us in the core benchmark treasury operations. I think as new products are successful, that successful we’re down back to our core benchmark treasury operations, and so we are happy, and it’s also changing the dynamics of our customer relationship. Because we are in fact delivering to them in their challenging times products they can dramatically reduce their cost associated with their voice brokerage operation, and they are appreciative of that, so it’s working.
Akhil Bhatia – Rosenblatt Securities:
With the new products are you changing the fees schedules to be paid by based on activity or just on contract base.
Robert Greifeld:
So the bills price so, one we only have one product out, it’s been out for a week So, it’s certainly early days but it’s a separate fees schedule for the bills product independent to the benchmarks.
Akhil Bhatia – Rosenblatt Securities:
Okay, thank you.
Operator:
Our next question comes from Patrick O'Shaughnessy with Raymond James, your line is open.
Patrick O'Shaughnessy – Raymond James:
To follow up on the eSpeed line of questioning to what extent do you think tapering has been or will be a catalyst for overall treasure trading volumes. Or do we really need to see a pickup in rate volatility for those volumes to start to take off?
Lee Shavel:
I think rate volatility is clearly the largest driver instantaneous driver of volume in the market place. But tapering will be a helpful contributor to increased volume in the marketplace. So we expect after October that’s a more positive environment for us and then the fuels of the fire will be rate volatility.
Patrick O'Shaughnessy – Raymond James:
I got you. And then for my follow up on NLX how patient do you guys want to be here? It’s obviously still a pretty significant dilution – source of dilution for you guys $0.04 to $0.05 per quarter. If we look at the open interest, it looks like you, your short-term rate open interest is more less than flat, since the start of the year. You haven’t really built a long-term interest rate, open interest. And a lot of the value proposition is feeling cross margin the short versus the long end of the curve. So, what specific, achievements do you want to target may be and when do you want target and by to say, you know what either this is working or it’s not working?
Robert Greifeld:
Right. That is a very good question. So, one is, I think we have recently seen some uptick in the open interest. But to me it’s fairly straight forward to the extent that we have new participants and new meaningful participants who want to come onto the platform and are sincerely expressing that desire to us. And the amount of these participants would get us to a step function change to where we are today. Then it’s our job to provide that platform to them. To the extent that, the participants, the customers – potential customers are saying they are not interested and where we are today is not sustainable then that’s clear-cut. So the good news side is that we are still engaged with, engage customers or prospects who want to talk to us, who want to get involved with the platform in many respects cheer us on. They want to see a competitive dynamic in the marketplace. And as I said previously our market share is starting to resonate with the buy side community and at the end of the day that is really the source of sustainability the efforts. So as the balloon is filling with air our job is to help that happen to the extent that is not the case. Then we know what we have to do.
Patrick O'Shaughnessy – Raymond James:
All right, thank you.
Ed Ditmire:
Thanks Patrick.
Operator:
Our next question comes from Ken Worthington with JPMorgan. Your line is open.
Kenneth Worthington – JPMorgan:
Hi, good morning. Just first on volumes you mentioned only in low cost products and geographies. Just share your views on how much the weakness is cyclical versus secular. You’ve one to two factors that you think are weighing most heavily on volume and volatility. And how do see the factors impacting U.S. versus European activity.
Robert Greifeld:
All right, so that’s the question we resolute all the time and never come up with an answer. And that is what should volumes be and what really be. So, we have educated guesses that we use internally as we through our budgeting process. Kind of measure that clearly drives volume is volatility. But once you get the volatility you say okay what is making volatility change in the marketplace. So our volumes are strongly correlated to volatility. And if you are looking for one measure but that only gets you the first step. Having them predict what volatility will look like. Then you get into questions of what drives volatility and certainly we see consumer confidence is a number that tends to correlate. Further you always volume over time. But so we don’t really know, we have guesses, we think with respect to the volumes we see in the marketplace today, I wouldn’t call a perfect storm, but you have a lot of bad drivers in the marketplace today, so if we change any of those it will have a positive impact on volumes and so we certainly operate thinking what the low end of the cycle.
Kenneth Worthington – JPMorgan:
Okay, great. Thank you. Obviously, I'm circling, too, which is why we ask. Then, NLX, open interest for Sterling and Euribor are similar at NASDAQ, but you are trading 60,000 or so contracts a day in Euribor but 2,000 a day in Sterling. Why the big success in Euribor and maybe it’s a lack of volumes in Sterling?
Robert Greifeld:
Well, I think, actually, the sterling volumes have been relatively robust as compared to Euribor, but I would say that the incentive schemes originally probably drove people to Euribor as opposed to sterling at that time. So, I think it’s customer will and also how the platform was positioned.
Kenneth Worthington – JPMorgan:
Thank you.
Operator:
Our next question comes from Rob Rutschow with CLSA. Your line is open.
Robert Rutschow – CLSA:
Hey, good morning. A couple questions on the corporate services business. One, can you give us any color on the quarter-to-quarter dynamics since you had a little bit of a decline in revenue there? And then, longer term, what does the competitive dynamic look like? How long is the sales cycle? And do we need to see you roll out the new billing platform completely before we would see a pickup in cross sales?
Robert Greifeld:
Lot of information to cover there. So one is we clearly will become more efficient and effective when the new billing platform is out there and it’s rolled out in Europe. It’s going to Asia in very short order and then coming to the States in the couple of months. So far so good with that. The organization is anxious to have that. And we’ve completed some of the transition services agreement with Thomson, which puts more things under our control. From a competitive point of view, the way I look at the world is that we are unparalleled in the breadth of products we bring to market. So there’s nobody who can compete with us chapter and verse. Our job is to make sure that each of our products, one, are integrated together and add synergistic value to each other. And that’s what our new platform efforts will bring to us. We do that. Then we’ll standalone. I also believe that we will always have point solution competitors. Some will be coming out of the garage, small focused software companies that come up with a great point solution. Our job is to make sure we’re as nimble as they are and are responsive to them. They will never represent a broad threat, but they are there and whatever revenue they want, we want to make sure we get it ourselves. So I think that’s the world we kind live in for the number of years. If we execute successfully, we get to define our own future and we’re focused on doing that.
Robert Rutschow – CLSA:
Okay. And just a quick follow-up. For the same business, what are the pricing trends with your clients at this point?
Robert Greifeld:
I think it’s relatively stable. We have some pricing power in some other products. We use some of that in the second quarter. But we make sure that we’re delivering value to our customers is kind our hallmark here. So to the extent that we have pricing power, it should be because we’re delivering superior value to our customers there, but I think the pricing trends are relatively stable.
Robert Rutschow – CLSA:
Okay. Thanks for taking my question.
Operator:
Our final question comes from Gaston Ceron with Morningstar Equity Research. Your line is open.
Gaston Ceron – Morningstar Equity Research:
Hey, good morning.
Robert Greifeld:
How are you doing?
Lee Shavel:
Hi, Gaston?
Gaston Ceron – Morningstar Equity Research:
Doing great. Thanks for taking my question. Just a quick one, going back to the whole issue of M&A, I mean you’ve had obviously some busy times these last couple years with these two big deals you made, and the integration and all the post-deal work to make everything work. And now you’re deleveraging and getting back to the buyback. But I’m curious, as you look forward, you’ve always been a fairly acquisitive company, how would you sort of rank any future M&A opportunities in your uses of capital vis-à-vis other things that you might do?
Robert Greifeld:
I think Lee said, well, in the beginning, Gaston. It really depends. I’ve said previously that seems to me it’s a good time to be a seller. Some of the evaluations from our point of view seem to frothy. But to the extent there was a good acquisition opportunity that represented compelling value to our investors and certainly we would be interested. But we also know in the normal course of business share buybacks and dividends are standard practice here. But I would just leave you with a dominant thought that I started with in my comments.
:
Gaston Ceron – Morningstar Equity Research:
Great. Thank you.
Robert Greifeld:
Okay.
Operator:
Thank you. That concludes the Q&A session. I will now turn the call back to CEO, Bob Greifeld for closing remarks.
Robert Greifeld:
Well, thank you everybody for your time today. As I said, this is a very strong quarter. We continue to execute across different business segments and we’re excited about what the future has to bring. We have an incredibly strong, disciplined management team and we will continue to deliver to you, our investors. So, thank you for your time today and look forward to getting together with you during the quarter and certainly in the call at the end of the third quarter. So thank you.
Operator:
Ladies and gentlemen, that does conclude today’s conference. You may all disconnect and everyone have a great day.
Executives:
Ed Ditmire Robert Greifeld - Chief Executive Officer, President, Staff Director and Member of Executive Committee Lee Shavel - Chief Financial Officer and Executive Vice President of Corporate Strategy Edward S. Knight - Chief Regulatory Officer, Executive Vice President and General Counsel
Analysts:
Ashley N. Serrao - Crédit Suisse AG, Research Division Richard H. Repetto - Sandler O'Neill + Partners, L.P., Research Division William R. Katz - Citigroup Inc, Research Division Christopher Harris - Wells Fargo Securities, LLC, Research Division Michael Carrier - BofA Merrill Lynch, Research Division Alexander Blostein - Goldman Sachs Group Inc., Research Division Akhil Bhatia Niamh Alexander - Keefe, Bruyette, & Woods, Inc., Research Division
Operator:
Good day, ladies and gentlemen, and welcome to the NASDAQ OMX First Quarter 2014 Results Conference Call. [Operator Instructions] As a reminder, this conference call is being recorded. I would now like to introduce your host for today's conference, Ed Ditmire, Vice President of Investor Relations. Sir, you may begin.
Ed Ditmire:
Good morning, everyone, and thanks for joining us today to discuss NASDAQ OMX's first quarter 2014 earnings results. On the line are Bob Greifeld, our CEO; Lee Shavel, CFO; Ed Knight, General Counsel; and other members of the management team. After prepared remarks, we'll open up to Q&A. The press release and presentation are on our website. We intend to use the website as a means of disclosing material, nonpublic information and complying with disclosure obligations under SEC regulation FD. I'd like to remind you that certain statements in this presentation and during Q&A may relate to future events and expectations and, as such, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. Information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press release and periodic reports filed with the SEC. I now will turn the call over to Bob.
Robert Greifeld:
Thank you, Ed. Good morning, everyone, and thank you for joining us today to discuss our first quarter 2014 results. We are pleased to report another consecutive quarter of record results, which is another proof point, validating our long-term strategic vision of leveraging our organizational and technological advantages in our core businesses into adjacent opportunities, while simultaneously maintaining a maniacal focus on executing our core mission. Before we get to the details of our performance, I want to start by acknowledging that we understand there's a topic of interest to investors, U.S. equity market structure issues, and we will cover this topic in more detail a little further along in our remarks, and certainly answer any and all of your questions to the best of our ability during the Q&A portion of the call. First, though, I think it is important that we provide a clear picture of the strong results we delivered in the quarter. This will serve as a proper backdrop in context for all discussions. When we look at the course this franchise has pursued over the last decade and the transformation we have undergone, it is quite remarkable. The actions we took over the last year through our acquisitions and investments have positioned this firm for the strong results we're delivering today, our second straight quarter of record financial results. This will position us also to deliver in the quarters to come. During the first quarter 2014, we again set new record levels in revenues of $529 million and non-GAAP EPS of $0.72, the latter which rose 13% year-over-year. Even more of interest to us is the near double-digit organic revenue growth of 9%, including organic growth contribution from each of our 4 business segments, the principal driver for these record earnings. We had an astounding 64% win rate in U.S. IPOs and a host of the largest Nordic IPO by market capitalization in 14 years. Our index groups, or AUM, in licensed ETPs crossed $100 billion for the very first time. And very importantly, our equity market share on both sides of the Atlantic saw significant increases. To me, these are positive signs that our efforts are on the right track and the chosen businesses would continue to resonate with positive momentum in the marketplace. I want to turn to some of the business highlights that we think of are of particular interest and contributed to the record results we delivered. Our modeling approach continue to allow us to capitalize on the opportunities in front of us. When we look at the broader scope of what we do and how we do it and the value we deliver in the marketplace, it's that our businesses are rooted in advanced technology in the distribution of data and information. We have certainly excelled at innovating in this space over time. Technology is truly the connective tissue across all our businesses, and allows us to have clients to move seamlessly across today's global capital markets. Clearly, one of the more remarkable highlights for this quarter, which is central to the value proposition, is our Market Services segment. This quarter, net revenue was up 17%, led by a strong equity market share, which rose 2% in the U.S. and 3% in the Nordics, where the material caps rate also increasing in U.S. equities. Importantly, equity trading rose year-over-the-year for the first time since the third quarter of 2011 in both U.S. and Nordic markets. Truly outstanding. An event from which we're always happy to be the beneficiaries. It is our hope that this positive trend will continue not only for our businesses, but as further evidence that positive investor sentiment is steadily returning to the financial markets. In Europe, the elevated IPO activity tends to help increase market share, and we continue to benefit from generally improving values of traded stocks throughout the region. Closer to home, I want to commend our U.S. equity transaction team, which, over the course of the last 9 months, have seen steadily improving market share and caps rates, which highlights our focus on strengthening the competitive standings of this franchise. As a result of these efforts, we saw a healthy 11% year-on-year increase in U.S. equity volumes and, in turn, a 39% increase in net revenues. While the majority of our transaction revenue, over 60%, is from derivative and fixed income products, which have the strongest opportunities for us, we are encouraged by the strength the equity markets have exhibited, and they remain fundamental and core to what we do. Building on recent momentum, our Information Services segment continued to demonstrate strong performance during the quarter. Revenue rose 16% to a record $123 million, driven by both the 35% increase in our index licensing and service revenue and continued healthy growth in Market Data. During the quarter, we brought several new index products to market, including the first ETF to be launched in the new year, the First Trust NASDAQ Rising Dividend Achiever ETF. In addition, we are certainly pleased to celebrate the 15-year anniversary of the flagship product of our index business, QQQ. Now the power share is QETF. It is remarkable to think that this product started with a little over $14 million in assets under management in its first year and, today, has over $40 billion, and is one of the most heavily traded securities and one of the largest ETFs on the planet. Just to give you a little more perspective of leadership in this area, we are one of the -- one of 10 only index companies with license exchange traded products with over $500 million in AUM. That's truly remarkable. The innovative work we are doing today with our global index calculator and establishing benchmarks will continue to transform the index industry just as the Qs have done for the ETF industry. We are pleased with our progress, and we expect our efforts to continue to produce positive results. Another bright spot for us, and one that bodes well for not only our business but for the broader economy and job creation, is the continued strength we're seeing in the IPO market. During the quarter, there were 73 U.S. IPOs, up from 34 in the prior year period. And let's remember, last year was a pretty good year. Our share of U.S. IPOs is 64%, well above the levels we've been seeing for the last 5 years or so. This is partially as a result of the increase in health care listings, another sector where we continue to win the majority of IPOs coming to market. As I mentioned earlier, we also are seeing strong activity in our Nordic markets, where we recently welcomed ISS Group A/S, the largest Nordic IPO in over 14 years measured by market cap. They raised $1.5 million in USD. One of the core missions of this firm is always to be a partner and advocate for our customers and particularly the innovative companies who need access to capital to grow their franchises. This was certainly the driver behind the NASDAQ Private Market, NPM, a new innovative marketplace aimed at private growth companies that we launched during the quarter. It is early days yet, and while we cannot change the world in 7 days, we are very encouraged by the robust pipeline of quality companies engaged with us, and we are very close to launching our very first liquidity program, truly an historic event. Now we want to spend a few minutes and update you on our 2013 acquisitions, which remain key areas of focus for us as we continue to work to improve these franchises and position ourselves to deliver significant synergies in the near future. With the Thomson Reuters IR/PR/MM business acquisition, we are focused on how we can improve our efficiency and effectiveness in delivering the best product and solutions for the best client experience. Specifically, we are focused on enhancing our product offerings and combining our best product and services to deliver something that no one else in the marketplace can match on an equal basis today. We are leveraging our scale and expertise to consolidate and retire 6 legacy platforms over the next 18 months, taking our total number of platforms from 17 to 11. This will have a considerable impact on the efficiencies we deliver to our customers, and we expect to reduce our costs. We are on track to achieve $35 million in synergies, a major leg in a broader objective to hit our 20% margin target. As I said, we have a long way to go until we are satisfied, but the progress we're making is steady and we believe the business offers tremendous value in the marketplace. We have over 10,000 potential cross-selling opportunities, and we are incredibly optimistic about this business' potential with this organization. Now let me move to eSpeed. The sequential revenue decline in the quarter was somewhat anticipated, as revenue associated with supporting a third-party exchanges technology platform had been scheduled to phase out. That said, clearly, we are pressuring ourselves to accelerate our progress with eSpeed, and May is a pivotal month for us in this regard. May represents a culmination of the integration and transition work that was started before the close of this transaction. By the end of May, we expect to have completed all migration of the eSpeed matching engine to our data center. And, as importantly, during the latter part of May, we will commence the rollout of additional products on the eSpeed platform. The products will help our customers effectively manage their cost in a challenging fixed income environment. NASDAQ, as the new owner of this asset, is uniquely qualified to do that. We are confident of our efforts to enhance eSpeed's technology, expanding its product offering to more fully serve our clients, will improve its competitive performance in the quarters to come. Now I'd like to spend a few moments talking about high-frequency trading and how we view this important topic as it pertains to the market structure debate that's been going on. NASDAQ as an SRO has been awarded 3 exchange licenses by the SEC in the U.S., and we provide ourselves in providing fair and open access to our markets. This is our obligation under the law, and we are proud of our stewardship of these licenses since 1971. One of the difficulties of this discussion is an inability to either define or measure HFT activity. We have all read the SEC definitions and many have read BlackRock's definition and categorizing constructive good H activity to destructive, bad HFT activity. We certainly recognize the need and desire to communicate to investors the extent of the HFT activity in our market and to communicate in a factual, data-driven method. The availability of proper and complete data is mandatory before we could even attempt to define this activity. We believe a primary indicator of HFT activity -- I'll get that right, is a high order to trade ratio. That data is also completely knowable. Based on news, these 2 facts for our analysis, we concentrated on high order to trade. Now others may prefer different measures, and we are not here to criticize other definitions, but in the spirit of dealing with what we can clearly define and what can be clearly measured, we are adopting an analysis that focuses on firms that show a high degree of quotation to execution orders. In fact, within this context, you can also debate where we should draw the line. So we're going to show you several lines, 60 orders per trade all the way up to 100 orders per trade. That is our approach. Again, others may take a different approach, and we're not here to argue with them. With this as a context, we looked at the market participants' IDs. We call them MPIDs. And we look at those who are not registered market makers with NASDAQ and have order to trade ratios of at least 60:1. So first question is, why exclude market makers? For the very good reason that under the current regulatory regime, we believe that putting capital at risk and by continuously maintaining a 2-sided market, you are, one, contributing to price discovery and helping investors by providing immediacy of execution. Now those who are not market makers who have a ratio of 60:1, 80:1 or 100:1 high order to trade will adopt the acronym HOTT, H-O-T-T. So for these reasons, and taking into account the caveats that I stated earlier and which are mentioned in the deck, I call your attention to Slide 21 of the presentation. The numbers aggregate revenues from these products and they tend to rely on their activities in Market Data, Access Services and transaction areas. This category of high order to trade ratio firms, HOTT, when you aggregate their revenue from our various product, constitutes approximately 1% of our global revenue. We hope you find this useful. We look forward to answering your questions during the Q&A portion. And as I said before, this approach has the advantage of being clearly defined, and we're the first ones putting a clear definition out there, and as importantly, clearly measurable. We have the data, we measured it and we know exactly that the numbers we represent tie to the definition of what we're putting in front of you. But it's also to recognize that we say this is the revenue, and we're not saying this revenue will be impacted. And I have to say here at NASDAQ OMX, recognizing that 40% of the market trades away from the LIT markets, we certainly see significant opportunities as the market evolves for NASDAQ OMX to benefit. So we certainly look forward to the continued discussion. Markets can always get better, but as I pointed out before, you don't improve your transaction cost by 14-fold without some progress being made. In closing, I would like to say the strength we exhibit during the quarter continues to, again, highlight the resiliency of our business model and the soundness of our strategy. While we have certainly benefited from a more positive macro and industry environment, we clearly advanced the ball down the field and increased our leadership position across all our businesses. We continue to exceed our customers' expectations with our disciplined approach and focus on creating value for our customers and shareholders. I know, for me and this management team, it certainly is gratifying to see our business performing as strongly as they are. This is what we plan for and work toward, and so to see our efforts paying off is certainly a good fuel to push us to reach even greater heights in the quarters to come. And with that, I'd like to turn the call over to Lee, who will go into more details on the numbers.
Lee Shavel:
Thanks, Bob. The following comments will focus on our non-GAAP and pro forma non-GAAP results. Reconciliations of GAAP to non-GAAP and pro forma non-GAAP results can be found in the attachments to our press release and in the presentation that's available on our website at ir.nasdaqomx.com. I will start by reviewing our first quarter revenue performance relative to the prior year quarter, as shown on Page 3 of the presentation. Net revenues increased $111 million to a record $529 million. Contributing to this increase was an $82 million or 27% increase in subscription and recurring revenue, primarily from acquisitions, but also from material organic growth. Subscription and recurring revenue represents 72% of our total revenues. Transaction-driven revenues rose $29 million, or 24%, due a little more than half to organic growth, with the rest coming from the inclusion of eSpeed, which closed at the end of the second quarter 2013 period. As Bob mentioned, on an organic basis, constant currency and excluding acquisitions, total company net revenues rose 9%. I'm now going to go over some highlights within each of our reporting segments. All comparisons will be made to prior year period unless otherwise noted. Information Services on Page 4, which includes our Market Data and Index businesses, increased revenues 16% and operating profit by 13%. Operating margin was down marginally, but remained at very high levels at 73%. Market Data had a 12% increase in revenues due to a wide range of drivers, including continued growth in NASDAQ Basic, which also had a price increase; the inclusion of eSpeed Market Data and the impact of higher equity market share; and a price change on tape revenues, partially offset by lower audit collections, which were $1 million lower than the prior year period. Index licensing & Services grew revenues 35%, due principally to the growth in assets under management and exchange-traded products licensed to NASDAQ OMX, which rose 52%, to $94 billion, at the end of the quarter, and secondarily, the higher volumes of license derivative contracts. Moving to Technology Solutions, as shown on Page 5, which includes Corporate Solutions and Market Technology, increased revenues by $60 million, or 80%, mostly due to the impact of the Thomson Reuters and BWise acquisitions, but also due to organic growth at both the legacy Corporate Solutions business and in Market Technology. Operating profit was $8 million, up from $3 million, and the margins saw a modest uptick to 6% from 4% last year. Corporate Solutions revenue comparisons show the large step-up in scale due to the May 2013 Thomson Reuters acquisition, more than tripling compared to the prior year period. But it is important to note that we are still seeing solid organic growth here as well, in particular at Directors Desk, where we saw clients increase by 24% versus the prior year. Market Technology revenues grew 4%. The order intake of $57 million was very healthy and the backlog stood at 652, just a bit under last quarter's all-time record and up 24% versus the same year -- the same period last year. Growth included contributions from both BWise and SMARTS, mitigated somewhat by lower change request revenues. As we said last quarter, we continue to expect year-over-year improvement in Technology Solutions segment margins in 2014, and continue to target a 20% margin by the end of 2015. In Market Services on Page 6, which includes our Derivatives, Equities and Fixed Income businesses, as well as associated Access and Broker Services, we saw a 17% increase in revenues, due a little more than half from organic growth. In particular, we saw material improvements in U.S. and European equity revenues, and with the impact of the eSpeed transaction and hosting revenues. Operating profit increased 27%, and operating margin of 44% was up from 41% in the prior year period. Net Derivatives trading and clearing rose 3%. European revenues saw a lift driven by commodities and clearing products, while net U.S. derivatives were flattish, the net of slightly higher industry volumes and modest declines in share and capture, which offset. Net Equities Trading revenues rose 29%, as we saw market share several percentage points higher in both U.S. and Europe. And our U.S. capture was up materially, and we enjoyed better industry volumes in both. Net Fixed Income Trading revenues fell $3 million from the third quarter, due mainly to a planned reduction in revenues associated with supporting a third-party technology customer of eSpeed. We will continue to recognize about $1.5 million in revenues per quarter in 2014 from this client, and then we don't expect any revenues in 2015 and beyond from that third-party technology customer. Transaction revenues not associated with this client were unchanged from the fourth quarter of 2013 period. In Access and Broker Services, revenues rose $2 million, or 3%, to $65 million, driven primarily by pricing initiatives and new products. And in Listing Services on Page 7, we saw a $3 million or 5% increase in revenues on higher European listing fees, which reflects higher market capitalization there, and U.S. revenues which reflected an increased issuer base and more new issue activity. Operating profit decreased $2 million, or 8%, to $22 million. And operating margin of 38% was down 6 percentage points versus the prior year period, related in part to NASDAQ Private Market related expenses. U.S. new listings in the quarter more than doubled to 73 from 34 in the prior year period, and our IPO win rate was 64%, up from 52% for the full year 2013 and 53% in the prior year quarter, due in part to high issuer activity in health care, where NASDAQ has a dominant market share, 100% of the biotech IPOs in the first quarter listed in NASDAQ. In Europe, the new issue market has been busy as well, with NASDAQ OMX hosting the IPO of ISS Group A/S, which, by market capitalization, is the largest new listing on the Nordic exchange in 14 years. Turning to expenses, our non-GAAP operating expenses increased by $78 million from the prior year, with the vast majority of the increase coming from the 2 acquisitions. Organic expenses, excluding the acquisitions and assuming constant currency, rose 6% this quarter, including GIFT spending above our normal organic expense growth rates, due to higher incentive compensation costs as well as the initial temporary investment spend we're making into our acquisitions. Non-GAAP operating income in the first quarter of 2014 was $214 million, up $33 million or 18%, from $181 million in the prior year period. Non-GAAP operating margin came in at 40%, down from 43% in the prior year period, primarily the result of a larger contribution from the lower margin Technology Solutions businesses due to the Thomson Reuters acquisition. As we achieve cost synergies related to this transaction, we expect to see Technology Solutions and overall margins increase. Net interest expense was $28 million in the first quarter of 2014, an increase of $7 million versus the prior year, due to increased borrowings associated with our acquisitions. The non-GAAP effective tax rate for the first quarter of 2014 was 32.8%, at the low end of our 33% to 35% guidance range. Non-GAAP net income was $125 million, or $0.72 per diluted share, compared to $108 million or $0.64 per diluted share in the first quarter of 2013. The $0.08 increase in our EPS reflected a $0.09 improvement in our core operating profitability, a $0.02 benefit from the acquisitions net of financing costs, partially offset by $0.01 of increased spending on GIFT initiatives and $0.02 due to a higher fully diluted share count. Moving on to the balance sheet. On Page -- on Slide 13, we are showing our debt structure and debt maturities. Our higher debt and leverage versus the prior year reflects the completion of our acquisitions of Thomson Reuters at the end of May and eSpeed at the end of June, financed largely with debt, while both our debt and leverage declined over the period since those acquisitions, reflecting debt pay down as well as improved EBITDA. In the first quarter, the company paid down $121 million in debt, including $95 million in repayment on the revolver and $26 million on our term loan, but changes in foreign exchange rates led to a $1 million increase in the U.S. dollar amount of foreign-denominated debt on the balance sheet, netting to a $120 million decline in total debt, compared to the fourth quarter of 2013. Our gross debt-to-EBITDA leverage fell to 2.6x, from 2.8x last quarter, and a peak of 3x at the closing of our acquisitions in the second quarter of 2013. The de-leveraging process is on track and consistent with our original expectations, and we continue to expect leverage to return to the mid-2s range by the end of the second quarter of 2014. As we have said previously, when we have achieved our leverage target, we will have the flexibility to consider all of our capital allocation alternatives, including share repurchases. Thanks for your time today, and I will now turn it back over to Ed.
Ed Ditmire:
Operator, if you can please open the line for Q&A.
Operator:
[Operator Instructions] Our first question comes from Ashley Serrao of Crédit Suisse.
Ashley N. Serrao - Crédit Suisse AG, Research Division:
First question just on co-location direct data fees. I know the SEC has been looking at these practices for a while. But was curious if there was any change in customer behavior for -- or customer demand for these services since the media scrutiny intensified?
Robert Greifeld:
The answer is no. We've seen the backlog remain fairly consistent, and customer activity is at a normal level.
Ashley N. Serrao - Crédit Suisse AG, Research Division:
Then on cash deployment, it looks like you're ever so close to your debt-to-EBITDA target. But in the past, you've spoken to being opportunistic should the index property come to market. But apart from that, is there anything else that makes sense or intrigues you today?
Robert Greifeld:
I would say this much, that what we see in the marketplace is, from our point of view, somewhat frothy and valuations on the sellers are, I think, overdone at this point. So we're less inclined to be involved with any transactions with the current market sentiment. And I think, I'll just leave it at that.
Operator:
Our next question comes from Rich Repetto of Sandler O'Neill.
Richard H. Repetto - Sandler O'Neill + Partners, L.P., Research Division:
I guess first question will be sort of on some numbers in more detail, but the U.S. Market Data, $71 million, very strong. But I guess I'm trying to figure out if it's volatile, much higher than last quarter, but third quarter was $73 million. So I'm trying to see why this isn't more, I guess, level. It's a good issue to have because it's -- since it's up, but just trying to see the -- what's driving the increase here.
Lee Shavel:
Yes, Rich, I think the components that have driven a little bit of the volatility in the Market Data line have been the audit component, which has varied from quarter-to-quarter. We recognize that we've actually been working to try to make certain that some of these audit resolutions are going to be evened out across the quarters, so I think that's the primary driver of the volatility. The other component is, of course, on the tape revenue, which may be influenced by market share fluctuations. We had, as Bob noted, strong market share in our U.S. cash equities business, which contributed to the strength within that business. But I think the primary issue is really the audit component. If we were to break out the audit-related revenues in the first quarter of this year, it was approximately a $6.6 million element, whereas in comparison to the fourth quarter of last year, it was effectively negligible. And in the first quarter of 2013, we had audit revenue of $7.9 million. So that is, I think, creating some of the noise that you're seeing.
Richard H. Repetto - Sandler O'Neill + Partners, L.P., Research Division:
Got it. And then my follow-up is a broader, I guess, more deeper question. But Bob, when we talk about market structure and you're excluding the market makers, and let's just say if we both agree that some of this behavior that's being professed to be out there, let's just assume it's in the minority. But if there were regulatory changes that did impact to try to prevent some of the, let's just say, small portion of predatory behavior, wouldn't that impact market makers as well, if they met whatever the -- again, I agree with you, the definition of high-frequency trading is still pretty gray right now, but wouldn't your market makers be impacted as well if there was some sort of regulation?
Robert Greifeld:
Well, I would say 2 things. One, before I get directly to your question, it's important to recognize that I think it's broadly held that there are HFT strategies that are seen as beneficial. And I think the BlackRock report is quite constructive, and that's not just BlackRock, but many people. So even when you look at the revenue impact to us, say, at the mid case of 80:1 is $20 million to $26 million. But part of that number, and it could be a majority of that, is seen as good for the market in terms of the activity that they do. So I want to make that very clear. With respect to market making, I think, if anything, we need more market making in this marketplace, in particular as you go down the market capitalization curve. So if anything, I think you'll see strengthening of the market-making function in the years to come. The immediacy of the liquidity that they provide to investors is a valuable component of the market. So I've yet to hear anybody in any contest -- context say that market-making activity is bad for the marketplace. And I certainly stand by the thought that in the smaller and mid-tier stocks, we have to do something to encourage more market making. And that's one of the prime discussion points for JOBS 2.0, how do we bring more market making into the marketplace.
Richard H. Repetto - Sandler O'Neill + Partners, L.P., Research Division:
I would agree 100%, Bob. But I guess the question is, if they're -- as investors look at NASDAQ and if there is some -- any types of controls or if there is any changes, they're looking at how could that impact overall volumes, not to say that market makers aren't important across the cap spectrum and more needed, but just that it could impact volumes even for electronic market makers.
Robert Greifeld:
Yes. Again, Rich, let's make clear we're talking about market making the way we are, all right? These are people who are providing a 2-sided market who always have to be on the adverse side of the investment decision, providing immediate liquidity to the marketplace and, under our rules, had to be within a certain percent of the inside market on a continuous basis, all right? So I think in any construct you talk about, nobody's going to try to restrict that activity. Why would you? The market needs that. They're exposed continuously. This is a pure market-making activity we're talking about.
Operator:
Our next question comes from Bill Katz of Citi.
William R. Katz - Citigroup Inc, Research Division:
I had to jump off for a moment, so apologize if you covered this, if this was already asked. But from your definition of the HOTT, what, from just an obvious perspective, might you be excluding? And then secondarily, has the dialogue with the regulators changed at all, just given the greater scrutiny following the release of the book?
Robert Greifeld:
Yes. So I would say, when you look at the HOTT definition, what's in the number, which would be construed as good, it's certain activities with respect to what's traditionally known as HFT. So for example, somebody who makes directional trading bets, somebody who's doing [indiscernible] , these functions with fit into this definition that we possibly have here. And it's unlikely that any regulatory focus would be on eliminating the ability to make a directional bet in the market. So from that context, the number could be overstated. We're not representing it is, but they're in that bucket. The second side, on the other side, is what Rich hit upon, right, the market makers are not included in this bucket. And we have particularly left them out. There have strong obligations under NASDAQ OMX. They have to, as I said, maintain a 2-sided market continuously, have to be within the inside market and have to be ready to take an execution whether they really wanted or not. So that's a valid and it's a fundamental construct of the market. And let's understand that NASDAQ was founded in 1971, it was founded on market makers being the cornerstone of the growth of this market. So you've got market makers excluded on the one side. And then included in this bucket, there's a lot of activity that BlackRock and others would see, and ourselves, is good for the market, but we didn't have any way to provide greater granularity. The advantage of this HOTT approach, as I said in my prepared remarks, it's definable, it's measurable. You don't have to agree with it, but it's a clear way of trying to get away from this amorphous definition of what are we talking about here.
William R. Katz - Citigroup Inc, Research Division:
And just what from the regulatory feedback, has anything changed?
Robert Greifeld:
Oh, sorry. Yes, I mean, we're in constant conversation with the regulators. I don't want to speak for them, but I think it's in a normal state of discussion.
William R. Katz - Citigroup Inc, Research Division:
And again, just for my follow-up, and again, I apologize if this was already covered. Just in terms of we're that much closer now to 6 30, stock has pulled a little bit on the controversy, how are you thinking about capital management priorities as you work down the debt?
Robert Greifeld:
Yes, I think it's important to recognize the whole market at NASDAQ OMX is we execute very well. We do what we say we're going to do. So when we announced the acquisitions, we said we had to, obviously, focus on delivering the value to our investors on those acquisitions. If we did that, we'll be able to delever. And if we're able to delever, then we'd be in the position to go back to a more aggressive capital return philosophy. So I'm proud to say that we've done well since we announced the deals. We're making progress. We're not quite there yet. And we're focused on the operational excellence right now. And as soon as we get to where we need to be, then we'll take that decision.
Operator:
Our next question comes from Chris Harris of Wells Fargo Securities.
Christopher Harris - Wells Fargo Securities, LLC, Research Division:
So Bob, thanks for all your color in the slide you laid out here on HOTT. Just kind of curious, when you guys looked at this, why did you decide on 60:1 as being the good metric, as opposed to some ratio lower than that? And then wondering, if you guys looked at these numbers, if you actually included the registered market makers and what would the numbers look like if that was the case?
Robert Greifeld:
Yes. Well, let me start by saying we started with 100:1. And that NASDAQ, uniquely in the U.S., put in a pricing scheme that basically had a penalty for those who are above 100:1. And we looked at the regulatory actions in Europe, what was contemplated and discussed, it was always around 100:1. So we started with that. And I'd have to say, for the team who spent many hours, that was a lot of work. And then, one of the advantages of being the CEO, I said, "Well, why don't we do it for 80:1?" And then, we did that. And then late last week, I said, "Why don't we do 60:1?" And then yesterday, I said, "Why don't we do 40:1?" And they said, "Well, boss, we'd love to do that, but there's no way we can get it done for this earnings call." So I think in the future, we might show 40:1. And like you say, it is a bit of work. And if you look at all the assumptions there, this is not an automated process, so I compliment the team for getting this amount done. So we -- on the second part of the question, with respect to market making, we haven't looked at it. I don't know if we can, and to do it is clearly definable as we are. But I do want to say, again, that in any discussion I've had with any regulator in both the U.S. and Europe, market making has never come into the conversation. We certainly see what the Volcker Rule, that market making was carved out. And if you want to use that as a model, you'll see that they recognize, in that construct, that market making was fundamental. And any discussions I've had both with Congress and with the regulators in the last 1 year to 18 months is how to improve the market-making function. And as I said, the discussion around JOBS 2.0 is how we make market making a key part of the success of the marketplace going forward. So I just don't think it's in the scope of any discussion at this point in time.
Christopher Harris - Wells Fargo Securities, LLC, Research Division:
Bob, do you think a lot of the concerns people may have could be solved with just a speeding up of the SIP? And if you could think that, what do you think the impact of that would be, and would you guys be supportive of that?
Robert Greifeld:
Well, it's a great question. So the first thing that's out there that's incorrect is the SIP versus the Prop Feeds, it's apples and oranges, all right? So you have to understand they provide different data to the marketplace, all right? So you can't say one replaces the other. You'd have to redefine what the SIP is at this point in time. The Prop Feeds provide entire book, right, for individual exchange. The SIP provides the top, right? And only the top for the bid or the offer. The bid could be coming from one exchange, the offer from the other, and you don't get any depth of the book there. So I'm always confused when knowledgeable people talk about the one versus the other because they are just, in fact, different. The other piece of data, which we'll talk about in more detail in the future, is the performance gap between the SIP and the Prop Feeds is remarkably small. Obviously, we'll work with the SIP committee to with respect to what information they want to put out. But if you look at the history of the SIP over the last 2 to 3 years, the focus has been on speed. We obviously, post-August, changed some of the focus to resiliency, but the entire focus was on speed of the SIP. It's also important to recognize the SIP does a different function than the Prop Feed, and the SIP has to do an aggregated -- an aggregation function. So when you compare the speed, that's also unfair. And then if I take in 5 Prop Feeds from 5 different execution venues, then I have to write the code and run the process to pull that aggregation together. So the SIP is doing that for you. So when you're talking about the raw speed of the SIP versus the raw speed of the Prop Feed, it's different. So it's different data, it's a different function, and so that's a lot more nuanced discussion than you commonly read about.
Operator:
Our next question comes from Mike Carrier of Bank of America Merrill Lynch.
Michael Carrier - BofA Merrill Lynch, Research Division:
Just first question, just on some of the non-transaction revenue areas. I think last quarter, when the technology revenues came in really strong, you noted some of the items that drove that. I just wanted to make sure, when we look at Market Data, the Index business, both of those definitely came in stronger. And then on the flip side, I would say the listing business, despite your gaining of IPOs and the number of companies and shares that are listed, it just seems like that stalled a bit. So anyway, I just wanted to make sure on those like 3 areas, if there was anything that you would point out, either on the negative or the positive side.
Robert Greifeld:
I'll just start with a -- not answering the question, but an important point. I think it's amazing that we passed $100 billion in assets under management. I mean, clearly, when you think about NASDAQ OMX, I myself don't think of us as such a large player in the space, but it's been a remarkable progress and another strong quarter for that group. With respect to the Listing business?
Lee Shavel:
Yes, look, I think, actually -- I mean, the Listing business, we were really pleased with the 3% growth that we saw in that business. I think, Michael, if there were some areas that, I think, in the non-transaction side that we saw some declines, it would be in our Technology Solutions business, particularly around the Market Technology revenues, which, irrelative to the fourth quarter, it really had more to do with some accounting elements in our BWise business that contributed primarily to a $4 million reduction relative to the fourth quarter in that area, as well as a seasonal drop in change of request and advisory revenues from the fourth quarter, which were down about $7 million. But again, that's -- typically, we see strength in the fourth quarter and not so much in the first quarter. And then we had a small drop in software-as-a-service revenues of about $2 million. So I think if I were to isolate among the non-transaction revenues, where you saw some declines relative to the prior quarter, that's where they would be. But again, we saw organic growth on a year-over-year basis. And within Corporate Solutions, we were down slightly from the prior quarter by about $1 million due to the loss of or the phase-out of some of the New York Stock Exchange partnership revenue, but that was offset by strength in our public relations business, the number of press releases were up, as well as growth in Directors Desk. So that's where I would focus on in terms of looking at the non-transaction revenue trends for the quarter.
Michael Carrier - BofA Merrill Lynch, Research Division:
Okay, that's helpful. And then just as a follow-up, the color on the HFT or that segment of the market, that's helpful. I think when you look at sort of the 2 items that are out there, there's
Robert Greifeld:
All right, I'll just talk quickly on the market structure and let Ed Knight answer the legal question. So as I said in my prepared remarks, we have -- 40% of this market that trades in the dark, and that's been a discussion ongoing. It's certainly our hope that as a result of some of this controversy, there's an acceleration of efforts to bring more of that market into the lit and transparent world. And certainly, early indications are that, that will be some great opportunity for us. So we're clearly excited about that. Ed, with respect to the legal?
Edward S. Knight:
I guess, what I would say -- I'll make a couple of points. One is, one of the beauties of electronic markets is the record that it's created when you trade electronically. We are a self-regulatory organization, we are constantly surveilling our markets, working with FINRA, innovating in this area. We believe in aggressive surveillance and investigation of the markets to protect investors. We support other investigators around the world in all the markets in which we are active. There's virtually no regulator or investigator that we haven't worked with at some point in time. Most of those reviews are confidential, so we have a policy of not commenting upon them, but we are for a vigorous enforcement of the law with regard to these markets.
Operator:
Our next question comes from Alex Blostein of Goldman Sachs.
Alexander Blostein - Goldman Sachs Group Inc., Research Division:
So I just want to follow up on a couple things. I guess, understanding that there's not a whole lot of tangible items right on the regulatory front, but one of the topics, that I would see is widely debated as well, is a potential change to the maker/taker pricing structure, whether augmenting it slightly or considering just other options for pricing altogether. Clearly, the other big player in the space has been pretty vocal about it. What are your guys' stance on the issue? And I guess, how would that impact the business?
Robert Greifeld:
Well, first, understand that many markets that we compete in, we don't have maker/taker, in particular...
Alexander Blostein - Goldman Sachs Group Inc., Research Division:
Sorry, just in the cash equities in the U.S., of course.
Robert Greifeld:
What's that?
Alexander Blostein - Goldman Sachs Group Inc., Research Division:
Just in cash equities in the U.S.
Robert Greifeld:
Yes, but I'm talking about our experience on the success where markets where the maker/taker doesn't exist. So in the Nordic market in particular equities, we don't have maker/taker. We certainly have traders that fit the definition of HOTT, or HFT, whichever you want. And as you saw with the numbers, we've done fairly well. So from the point of view of maker/taker, practically, we don't think it has any real impact on us. We'd have to see. Certainly, when you look at the Nordics, that's a great reference point. But we also philosophically see that there is some value to provide incentive to the person who provides the initial liquidity into the marketplace. The concept of somebody showing their hand first by putting an order into the marketplace and then giving optionality to the rest of the marketers to respond to that, the concept that, that person should be paid or incented to do that, I think, is a fair concept. So from a practical point of view, we're relatively agnostic. From a philosophical point of view, we understand there's merit to paying somebody showing their hand first.
Alexander Blostein - Goldman Sachs Group Inc., Research Division:
Got it. And then just a follow-up, Lee, probably one for you. When I think about the pricing changes you guys have made both on the Market Data side and the Access Services side over the last quarter or 2, obviously, that's had an impact on revenues. Just trying to understand what's the appetite, I guess, of further pricing increase in both of those areas, and I guess, the capacity on the client side to handle more price improvements or price increases?
Robert Greifeld:
So one, we don't think in pricing increases, we think how can we better serve our customers and, obviously, deliver more value to them. And as a result of that, we lessened their burdens. So you see the increases we have in revenue is not us just charging more, it's us delivering more value to our customers. So we continue to focus on that. We think there's certainly greater opportunity to better serve our customers in the quarters to come.
Lee Shavel:
And I would just add, Bob, as an example of that, they -- what we have achieved with the NASDAQ Basic in terms of saving the industry a substantial amount of money is...
Robert Greifeld:
Amazing.
Lee Shavel:
Huge, and so we certainly launched the product, we wanted to get people connected to it. And so some of the price increases there, we still are saving our clients a substantial amount of money and creating value for them.
Robert Greifeld:
Yes, I mentioned the products we would come out with for eSpeed at the end of May, which will, I think, affect us more in the third quarter, those will all increase revenue for us, and I think somewhat impressively. But it will represent a net cost decrease for our customers. And certainly, as I mentioned, the fixed income world has its own set of challenges. And for us to come out with products and services that reduces their overall cost footprint, I think, will be very well received.
Operator:
Our next question comes from Akhil Bhatia of Rosenblatt Securities.
Akhil Bhatia:
Just a quick question on eSpeed. Can you talk about the market share trends you've seen since the acquisition closed? Because I think we understand that there's a new competitor in the On-The-Run space, can you just talk about the market share trends?
Robert Greifeld:
Yes, I think our market share has been relatively flat. We're gaining some momentum. We ran into a couple issues with the legacy data center, and that set back our progress, and we'd then -- we're building back up. So our margins are flat. We're not happy. We think there's opportunities. And as I'm referring to, I think our opportunities are the fact that we're going to come to market with a consolidated offering that meets their -- a greater set of their needs, across both the voice and the electronic world. So we have the unique ability to take some of the voice capability and put it into an electronic market and -- at a significantly lower cost than we have today. So I think that will then have some kind of sider ancillary benefit to our market share. The other thing not to be understated is the move to Carteret today is happening. It's happening basically in 2 weeks, and we've got a lot of customers waiting for that to happen to then further engage with us.
Akhil Bhatia:
Okay. And then just a clarification. Lee, you mentioned in Market Data, you had the $6.5 million of audit in the quarter. Was that all in U.S. or was there some in Europe Market Data, too?
Lee Shavel:
I think the $6.5 million refers to both U.S. and European, so it's across all of our clients.
Operator:
Our last question comes from Niamh Alexander of KBW.
Niamh Alexander - Keefe, Bruyette, & Woods, Inc., Research Division:
If I can go on to the market structure, too. Help me understand it, with the latency advantage and, I guess, part of the whole book thesis is this latency advantage is unfair or whatnot, and IDX is trying to eliminate it. If, for example, there was a new rule imposed to kind of have a minimum latency, would that significantly reduce your CapEx? There has been quite a lot of spend in innovation in kind of reducing the time getting to all the different markets. And I'm just wondering if that would significantly reduce your spend, your CapEx for a start and then maybe some of your running costs?
Robert Greifeld:
What's the assumption you're putting after again? You're saying...
Niamh Alexander - Keefe, Bruyette, & Woods, Inc., Research Division:
No, I'm just asking a question, like, if there were some minimum latency introduced, like if the SEC wanted to kind of eliminate some of this latency advantage that's supposedly predatory, HFT traders have an advantage over slower traders. So if there was some minimum time imposed, would that significantly reduce the spend to kind of -- that has been going on to reduce that latency?
Robert Greifeld:
Well, I would say is this, and I'm thinking off the top of my head. From the exchange side, it probably would. But understand from the customer side, there's always going to be a race to the speed bump, right? So now there's a race to the market. If there's a speed bump up, then it's going to be a race to the speed bump. And the person who gets to the speed bump first, then has to be logically put first in that queue. So putting some type of delay in terms of how the lit markets work doesn't really change much. I mean, from our side, if they want us to have a slower system, then obviously, we can spend less money doing it. But I don't think it's material.
Niamh Alexander - Keefe, Bruyette, & Woods, Inc., Research Division:
So for the HOTT, I guess you're saying it's not material, I'm just trying to understand, if there has been quite a lot of spend in reducing the latency, which is a whole discussion in the book about the latency. Is it really just 1% of the business? Or do you think that on the customer's side from HFT would want to continue to have you spend to make sure that they can trade faster and faster?
Robert Greifeld:
Well, we certainly do spend a fair bit amount of money, and we take a lot of pride in the speed of our technology. But I would say this, the focus over the last number of years is really the elimination of the tails. The customers want to see a consistent execution experience against a range of volume outcomes. And so we do that, and we're proud of that, so we look at that very closely. We have a great engineering team. And I believe that regardless of what happens in the market as the market evolves, to have great engineering capability as a fundamental advantage of NASDAQ OMX, and we intend to keep that. So I don't see us changing our expense profile based upon any market structure changes.
Niamh Alexander - Keefe, Bruyette, & Woods, Inc., Research Division:
Okay, interesting. And if I could, just lastly, NASDAQ Basic, the Market Data that you advertise, that's something that's kind of -- it's almost competing with the tape data. Is that fair? And help me think about the risks and maybe your tape share or the tape data? It sounds like basic continues to gain more traction.
Robert Greifeld:
Well, obviously, it does. I mean, where the value proposition is a customer can get NASDAQ Basic is not representing a complete set of data like the SIP would, but it's near enough. And it's at a significantly reduced cost. At the time of order entry, then you obviously have to go to the SIP. But if you were looking in for reference purposes, certainly in a retail environment, it's got a 90-something percent correlation to the market. So it's, as you can tell, a very effective product. And so if somebody leaves the SIP and goes to NASDAQ Basic, then that's a net positive to us.
Niamh Alexander - Keefe, Bruyette, & Woods, Inc., Research Division:
But I guess, the brokers have been arguing for quite a few years now. Quite a few years, the regulators said that the tape pie revenue should be reduced and they shouldn't be paying as much. I'm just wondering if there's some risk here that NASDAQ Basic, if it's too successful, those would kind of support the argument that the tape fees should start to come down?
Robert Greifeld:
I haven't heard that. But certainly, as NASDAQ Basic grows, it's less revenue in the pie. But with NASDAQ Basic, we get 100% of that revenue. So it's a smaller number, but we get a larger percent of it.
Lee Shavel:
And I think the important thing to understand is that we, obviously, have implemented the strategy with the expectation that this is a net positive for us, factoring that, the transition of tape revenue into NASDAQ Basic revenue.
Operator:
And at this time, I'd like to turn the call back to Mr. Bob Greifeld for any closing remarks.
Robert Greifeld:
Thank you. All right. So again, we're obviously very proud of this quarter. We have delivered record results. Important to note, these record results were done in the context of increased spending. You heard Lee mention GIFT spending is up. But we're proud of the fact that we're able to serve the long-term masters through our GIFT initiative and also meet the investor's needs in any given quarter. So the strategy we have put in place over the last decade is working. In many ways, it's accelerating, so we're proud of that. With respect to our definition of HOTT, we don't expect it to end any debate of what HFT is, but this has the advantage of being measurable and definable. As you can see, the numbers are small within the context of NASDAQ OMX. I do want to repeat that within this HOTT definition, there clearly is activity that is beneficial for the market, and I think that is recognized by both the buyer side, the regulators and certainly by us. So from that point of view, those numbers are, I think, overstated. With respect to what's not in there, it's market making, and we had a couple questions on that, but I'll repeat again, NASDAQ was founded in 1971 on a market maker foundation. It's fundamental to liquidity provision in the marketplace. If anything, I think you'll see that as a more important part of the marketplace going forward, as opposed to less important. And I do want to concentrate on the fact that we have been advocating for evolution of the markets for a number of years now. We have been somewhat frustrated by the fact that the pace has been slow. We certainly feel increased optimism that with this publicity, we can have maybe an acceleration of the evolution of the market. And with 40% of the market trading away from the lit markets, there's certainly great opportunity for us, and I know our team is excited. And we're working on a couple really exciting things now, that I think we can use to really bring volume back to LIT markets. So a very strong quarter. We're using it as an excitement to continue to do what we do and do well. We're executing very well, so we're proud of that, and we look forward to engaging with you folks during the quarter and to the next quarterly call. So thank you for your time.
Operator:
Ladies and gentlemen, thank you for participating in today's conference. This does conclude today's program. You may all disconnect. Everyone, have a wonderful day.