Nasdaq Inc - 144A (NDAQ) — Q4 2023 Earnings Call Transcript

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.

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 interest 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 were flat. For the full year, net revenues of $3.9 billion increased 9% from 2022 or 5% on an organic basis. Solutions generated 7% 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 our vision to be the trusted fabric of the world's financial system. Now let's review the highlights of our operating 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 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 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 partnerships 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 relationships highlight 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 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 and 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. 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.

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 rates will be provided on an organic basis. Similarly, operating margins will be discussed excluding Adenza for comparability purposes. I will discuss Adenza's full 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 excluding Adenza, a growth rate of 11%. Moving on to the fourth quarter, 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 market and the impact of elongated sales cycles 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 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 that 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 approximately $149 million in revenue, $458 million in 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 was up 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 renewals and delivery method. We'll provide more details on the revenue dynamics of our FinTech division at Investor Day. 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 better 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 markets 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%. 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 expenses. 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 excluding 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 the deal close, but we are pleased to share that at year-end, we are at 4.3 times despite a 0.1 times headwind from euro strength. 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, margins, 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.

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.

Sure. Hey, Owen. Yeah. So we, as you said, 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 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 have 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-financial 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.

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.

Thank you for your question, Owen. We conducted a study in collaboration with two external partners, where we interviewed key personnel in banks responsible for combatting financial crime. Our goal was to assess the scale of the issue, which includes $3 trillion laundered through the system and $0.5 trillion lost to fraud. We wanted to understand not only the extent of the problem but also the challenges in addressing it. Different criminal actors behave differently, requiring diverse analytics to identify and tackle various criminal activities. Additionally, criminals often do not limit their activities to just one bank, which means a single institution can't fully analyze all relevant transaction data to solve the problem. Verafin stands out as a unique solution because we have a consortium of 2,500 banks managing $6 trillion in assets, which allows us to identify specific criminal patterns more effectively. This approach has resulted in fewer false positives, increased detection of fraud, and enhanced anti-money laundering (AML) capabilities, which has enabled us to secure partnerships with Tier 1 and Tier 2 banks, including one Tier 1 bank in the fourth quarter. Moving forward, we're focusing on small and medium-sized banks, with an emphasis on real-time payments and providing top-notch anti-financial crime solutions. This represents a significant growth area for us in 2024. For larger banks, we're finding the clearest return on investment in combating fraud, including payment-related frauds like wire and ACH fraud. While AML remains a tougher challenge, we've recently signed partnerships with two large Tier 2 banks, concentrating on AML solutions. Our success in fraud detection is opening doors for discussions around AML opportunities with these larger banks, creating a land-and-expand strategy. We anticipate more expansion opportunities in 2024 with the banks we've partnered with. Lastly, we're also paying close attention to the UK market, where Brendan is scheduled to meet with banks to assess our payments fraud capabilities in light of new data-sharing regulations. This will enhance our ability to support their challenges, marking a new phase of growth as we progress into 2024 and 2025.

Hi, good morning, Adena and Sarah. Thanks for taking my question. I just wanted to touch on Adenza here. You talked about ARR growth, 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.

Certainly. On the topic of ARR growth, we previously indicated a mid-teens outlook for ARR growth, and we see business dynamics that support this. It’s important to note that revenue growth can be affected by the timing of bookings and renewals, as well as whether transactions are on-premises or cloud-based. We'll explore this further at Investor Day to clarify how to convert ARR into revenue and how revenue dynamics can shift, acknowledging that there may be more quarterly fluctuations. In general, ARR growth is a key factor to consider when assessing the growth and progress of Adenza, Calypso, and Axiom. We also want to shed light on revenue dynamics; as we secure more cloud contracts, these become ratable throughout their duration. For on-premises agreements, we recognize half of the license fees right at signing. While there's a lot to consider, we're confident about overall demand drivers. Additionally, the timing of renewals for Axiom and Calypso can influence revenue recognition. However, we are experiencing robust demand cycles for both Axiom and Calypso, which gives us confidence, even though revenue timing may vary based on when renewal cycles occur within a year. Overall, the foundation remains strong and consistent with our expectations.

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?

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. Therefore they're using this across a larger part of their business and that also warrants an increase. But those dynamics are consistent. Sure. To be precise, we had 142 upsells, including three cross-sells in Adenza in 2023. I wanted to clarify the facts. Regarding the listings dynamics, it has been a more challenging environment for listings. The amortization of the initial listing fees plays a significant role in listings revenues. In strong years for listings, like 2020 and 2021, we don't recognize all the initial listing fees in that year; instead, they benefit us in subsequent years because those fees are amortized over two to four years, depending on the listing size. Consequently, during challenging years, it takes time for this effect to manifest. We will experience a residual impact from these lower years in 2024 and 2025 as the initial listing fees from the stronger years roll off, and as you've noticed, we saw a net reduction in listings in 2023. Therefore, we expect 2024 to be a challenging year for listings. However, within the data and listings business, we anticipate achieving low to mid-single-digit growth, even with the expected muted listing revenue in 2024.

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?

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%. 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. 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?

14% of revenue is currently cloud and 21% of new ACV bookings.

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; they don’t have to redo the whole platform implementation on cloud. But that also means that as we work with clients on renewals and changes, they are 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 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.

Good morning everyone. I was curious if you could provide some insights on the contract value from client acquisitions at Adenza. Specifically, how much a new client, of which you had six this quarter, might represent in terms of new contracts, and when it comes to deepening relationships with existing clients, are we looking at an increase of 10% or 15%? Any details would be appreciated.

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. As we move up into Tier 2s and Tier 1s, 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. Then as we expand, we can go and we can double or triple or even, in some cases, have five times the amount over time. 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.

Good morning. Thank you for taking my question. I wanted to ask about the retention ratios for Adenza. It seems that for the full year, both the gross and net ratios came in slightly lower than your initial expectations announced during the deal, even when accounting for the bankruptcies. Could you share your insights on what might have caused this underperformance? Additionally, I would appreciate any details on the retention ratios or your target retention ratios moving forward. Thank you.

Sure. Yeah. So I think we did see some declines in the growth and net retention in the latter part of the year. A lot of that did come from the bankruptcy that we mentioned, which really started impacting us in the fourth quarter. I would just say the events of 2023 across the banking system created 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 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 and some of the acquisitions that occurred. But again, these are very specific and nothing trend-wise. But I don't know, Sarah, if you want to add anything to that.

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 long-term trends, we feel that it's very solid.

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?

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 capital allocation just to reiterate across dividends, share repurchase, and 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, but that's a short-term tactical part of a strategy that overall hasn't changed. 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. This is also a topic that we'll come back to at Investor Day.

One thing we're pretty good at is that, 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. 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 launch into 2024 with a very solid plan on deleveraging. But also the focus will be on that balanced approach over time.

Great, thanks. And just to follow up on the expense outlook.

Yeah, go ahead.

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.

Sure, yeah. 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 run rate basis. That we are also continuing to make the investments in driving our products forward, our growth forward, but also automation, on bringing more automation into the company. The midpoint really reflects all of that. What would drive the expenses above that would be higher growth. 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 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. 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. We do feel like it's been a good combination at the midpoint of expense discipline, Adenza synergies, and also targeted investments in our business.

Thank you.

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?

Sure. Thanks, Andrew. Yeah, so we are really proud to partner with BlackRock and Valkyrie as they brought their Bitcoin ETFs to Nasdaq. It really does give investors an opportunity to express a view on the trend of Bitcoin without having to actually buy Bitcoin in a highly regulated marketplace. So we do think it creates more accessibility for retail investors to have a position in Bitcoin. I think that in terms of the broader digital asset space, as you know, we are a tech provider to the industry. We continue to provide technology to cryptocurrency exchanges, both trading, clearing, and surveillance. As we've been working with some traditional exchanges, they want to make sure that they're kind of future-proof. 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. All of our technology can support digital assets in terms of trading, clearing, settlement, and surveillance. 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. That is now a technology offering that we can offer to clients around the world. However, 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 are operating well, but it's also a capital-intensive business. 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.

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.

Sure. I would say that, looking at Calypso and AxiomSL separately. AxiomSL did do a significant rewrite of their technology a few years ago. We feel very good about how they're positioned. Calypso is super flexible and very modular. They kind of have this continuum of investment in Calypso. They have 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. We feel really good about the tech foundation. At the time of signing, we said that. Now that we've closed on a deal, we've looked under the hood, it is great technology and very modular and platform-based. I think the area that we can really help 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. We have a lot of expertise there. We’ve had a long history of cloud-deployed solutions. We do think that's an area where we can help them invest to make it so that they can be delivered more effectively and efficiently. But that's not a significant capital investment as much as it's just continuing innovation. They have been investing in R&D, and that has been a hallmark of their business. 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 don't know if they have any specific things that you want to mention there.

No, we don't have any particular trends, so you're not going to see 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 color at Investor Day on the type of returns and the type of breakdowns of our investments.

Great. Thanks very much for taking my questions. Most of them have been asked and answered. But a couple more. One just on 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. 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?

So what I said is that the 25% indeed is the growth for Verafin. Together with Surveillance, you end up at 17%. That's a 6% for surveillance. That is due to the timing of bookings in 2022 that had an impact on the year-on-year growth for the fourth quarter. So it’s really just timing in the prior year period.

I believe, as you know, Brian, we have an expectation of 18% to 23% across CSD. As we transition to reg tech and integrate it with AxiomSL, we will provide a perspective. I generally see it as 10% to 14% across fintech in total. This will include Verafin and surveillance, in addition to market tech and the Adenza products.

Great, thank you. 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 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.