Nasdaq, Inc.

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. If anyone should require operator assistance during the conference, please press star and then zero on your telephone keypad. As a reminder, today's conference is being recorded. I would now like to turn the call over to Ed Dittmeier, Vice President of Investor Relations. Sir, you may begin.

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 Adina Friedman, our CEO, Michael Potasnik, 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, 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 will now turn the call over to Adina.

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've 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 of 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 bit 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 recurring segments all contributing at or above their respective medium-term growth outlook ranges, while our market services business delivered its best performance in seven 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 three 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 2018 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 particularly impactful in future periods. Specifically, we signed 12 new market infrastructure operator clients in 2018, up from six 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 was delivered through moderate study growth in market data while our index licensing segment put in an especially strong year with 20% organic revenue growth. Investment, 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 one-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 future 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 at the daily average in the period, but the year-over-year quarter comparisons still show a 3% increase in AUM and 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 investment in 2018, the first full year as part of NASDAQ. Investment's double-digit revenue growth is driven both by bringing new clients onto the platform, particularly in international markets, as well as expanding how we serve our existing clients through upselling 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, 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 sixth consecutive year, NASDAQ led U.S. exchanges for IPOs in 2018 with a 72% US 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 worked to complete the divestiture of certain businesses, we tightly focused our offering on 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 the 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 27th, 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 provider, provides continued change and 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 investment private market solutions initiative. It also includes the recent acquisitions of Synovar and Quandl, with the material portion of that investment capital coming from the divestiture 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 and 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 Bors 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 Boris has been performing well in recent periods with a 5% revenue CAGR over the last three 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 in certain exchange and corporate functions across our businesses. We are excited to benefit from Oslo Bors' expertise in post-trade CSD capabilities, as they are the national CSD operator in Norway. We also believe we can leverage Oslo Bors' global leadership in shipping, energy, and seafood to open up new markets through our more global franchise and client base. Oslo Bourse's fit within our Nordic franchise is 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 in our respective geographic and product areas. We are also focused on delivering for our shareholders. With the Oslo-Worst VPS combination, we don't expect a material shift in our revenue mix, our organic growth targets for the non-transactional segments are unchanged, and we expect to generate an ROIC at or above 10 percent within three to five 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 Bourse BPS Board, and we have irrevocables from key investors constituting over 35% of Oslo's ownership. Lastly, because Oslo Bors VPS is critical importance to the Norwegian capital markets and economy, the Norwegian stakeholders, including regulators, will carefully consider all options when determining Oslo Bors 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 worthy of mention. In terms of the Nordics Commodities CCP default event, we've made considerable progress over the last quarter. We've developed a comprehensive plan to enhance and improve our clearinghouse throughout 2019 that we have vetted with the clearinghouse risk committees and board and have communicated in detail to our clients. We are underway with our key improvement areas, including enhancements to the member requirements, to initial margin, the member default fund, and the default resolution procedures. We also have developed a voluntary capital relief program for our clearing members, providing them the opportunity to opt in to receive their pro rata share of a 20 million euro pool of capital to supplement the recoveries that 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 for 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 re-review. NASDAQ appealed the remand order to the DC 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 is predominantly 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 MARC 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 familiar challenge if and when it receives SEC approval and launches. For your reference, on January 7th, 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 have 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, 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, mission-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 produced 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 Bors VPS and look forward to strengthening our European markets business with the Norwegian equities markets, its unique CSD capabilities, and its expertise in energy and seafood sectors. The external environment we're operating in is characterized by significant opportunities, including strong market volume environment, but is also its share of 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 sizable opportunities that the organization identified in our long-term strategic review. And with that, I will turn it over to Michael to review the financial details.

Thank you, Dina, 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 three of the presentation and organic revenue growth on pages four and 14. The $15 million increase in reported net revenue of $645 million consisted of organic growth of $67 million, including 10% organic growth in the non-trading segments and 14% organic growth in market services, a $6 million positive impact from the inclusion of revenues from the acquisition of investment, a $50 million negative impact from the divestiture of the public relations solutions and digital media services businesses, and an $8 million unfavorable 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 5 and 14, saw a $31 million or 20% increase in revenue consisting of $26 million or 17% organic growth. Index revenues were up 17% in the fourth quarter of 2018, primarily due to higher average assets under management in exchange-traded products linked to NASDAQ indexes and higher licensing revenue from futures trading related to the NASDAQ 100 index. During the period, a record 45 million futures contracts traded tied to the proprietary NASDAQ 100 index, an increase of 137% versus the fourth quarter of 2017. Market data revenues increased 4%, primarily due to growth in our share of U.S. tape plans and revenues from sales of data subscriptions in Asian and European data products. Investment data and analytics revenues increased $19 million due to a positive $10 million impact from a lower purchase price adjustment on investment, from investment deferred revenue, a $6 million impact from the acquisition of investment completed in October 2017, and organic growth in investment. For the full year 2018, information services organic revenue growth totaled 11%. Market technology revenue, as shown on pages 6 and 14, increased $5 million, or 7%, while organic growth was slightly higher at $6 million, or 8%. The increase primarily reflects higher software delivery and support revenues and higher software as a service revenues, partially offset by lower change requests and advisory revenues. For the full year 2018, market technology organic revenue growth totaled 10%. In 2018, the operating margin for market technology totaled 13%, down 10 percentage points from the prior year. As we previously communicated, in the 2018 to 19 period includes elevated investment spend to implement the NASDAQ financial framework and advance towards a managed solution model. 2019 margins will continue to be temporarily impacted by both the ongoing NFF implementation as well as the early stages of the Sonoba acquisition and integration. We do expect margin expansion in 2020 and beyond as you progress the NFF development, expand customer adoption of the more scalable service model, and benefit from the scale and synergies of a fully integrated Synovir. Turned into corporate services on pages 7 and 14, revenues increased $2 million or 2%. The increase was in our listing segment, where revenues were up $4 million or 6%, primarily due to higher U.S. listings revenue from the all-inclusive offering becoming effective for all U.S. issuers on January 1, 2018, and an increase in the number and size of IPOs, partially offset by the runoff of fees earned from the listing of additional shares. The corporate services operating margin was 29% versus 33% in the prior year period. The decrease primarily reflects the residual expenses related to the divestiture, which we believe we have now eliminated as we begin Q1 2019. Market services net revenues on pages 8 and 14 saw a $27 million or 12% increase, including a $31 million or 14% organic increase and a $4 million negative impact from changes in foreign exchange. The organic increase was due to higher revenues in U.S. options, U.S. equities, and European equities, partially offset by decline in fixed income and commodities revenues. Market services operating income margin totals 57%, up two percentage points from the prior year period. For the full year 2018, market services organic revenue growth totaled 9%. Turning to pages 9 and 14 to review expenses. Non-GAAP operating expenses decreased $9 million to $330 million with a $25 million organic increase offset by a $27 million decrease from the net impact of the divestiture of the public relations solutions and digital media services businesses and the impact of the acquisition of investment and a $7 million favorable impact from changes in foreign exchange rates. On an organic basis, expenses increased 6% during 2018. As a reminder, we expect that during periods of higher revenue growth, such as the 8% organic revenue growth we experienced in 2018, the company's organic expense will likely be above our longer-term 3% expectation in those periods. Turning to slide 10, we are introducing 2019 non-GAAP operating expense guidance range of $1.325 to $1.375 billion. which includes our projection of the full-year costs related to the acquisitions of Quandle and Sonober, the latter which closed in mid-January. Adjusting for the expected impact of acquisitions, divestitures, and FX changes, the midpoint of the 2019 expense range represents an approximate 3% organic increase year-over-year. Regarding the potential acquisition of Oslo Bourse, we will update our guidance once the transition is successfully closed. Moving to operating profit and margins, non-GAAP operating income increased $24 million in the fourth quarter of 2018, and the non-GAAP operating margin totaled 49%, up three percentage points from the prior year period. NAND interest expense was $35 million in the fourth quarter of 2018, an increase of $1 million versus the prior year period, primarily due to higher interest rates on floating rate debt. The non-GAAP effective tax rate for the fourth quarter of 2018 was 26%. On a GAAP basis, we recognized a $289 million non-cash tax charge in the fourth quarter of 2018 as we finalized the provisional tax impact related to the Tax Cuts and Jobs Act, which was previously recorded in the fourth quarter of 2017. For 2019, the non-GAAP tax rate is expected to be between 25% and 27%. In addition to the non-cash tax charge which impacted GAAP results in the fourth quarter of 2018, We're also reserving $23 million in relation to the Nordic CCP's capital relief program, which Adina touched on in her commentary. Non-GAAP net income attributable to NASDAQ for the fourth quarter of 2018 was $211 million, or $1.26 per diluted share, compared to $177 million, or $1.04 per diluted share in the prior year period. Turning to capital on slide 11, debt decreased by $49 million versus Q3 2018, primarily due to a $34 million decrease in outstanding commercial paper and a $16 million decrease in euro bonds book values caused by a weaker euro. Our total debt to EBITDA ratio ended the period at three times, down from 3.1 times at the end of the third quarter of 2018. Spending a moment on capital, I'd like to emphasize that our announced offer for Omega does not imply any major shift in our capital plan. Specifically, our capital priorities in terms of continuing to grow our dividend as income and cash flows grow, our commitment to execute our buyback program to maintain a flat share count, and our 10% plus ROIC target on organic and inorganic investments are unchanged. In terms of our capital structure, we have stated an intention to delever back to the mid-twos by the middle of 2019, a long-term target level consistent with our investment grade credit rating. If the offer for Oslo Bourse is accepted by shareholders, putting us in a position to close later in 2019, we would finance the acquisition with a mix of cash on hand and new borrowings. The net impact of this would be that we could be in mid-2019 reach our deleveraging objective, excluding the cash that we have maintained for the Oslo Bourse acquisition, and then we would establish a new objective of reducing gross leverage to the mid-2s before the end of 2020. During 2018, the company returned $674 million to shareholders, including repurchases of common shares valued at $394 million and $280 million in dividends. Thank you for your time, and I'll turn it back over to the operator for the Q&A.

Thank you. Ladies and gentlemen, if you have a question at this time, please press the star, then the number 1 key on your telephone keypad. If your question has been answered or you wish to remove yourself from the queue, please press the pound key. In the interest of time, we do ask that you please limit yourself to one question, and you may then rejoin the queue by pressing star 1 again for any follow-up questions. And to prevent any background noise, we also ask that you please place your line on mute once your question has been stated. Thank you. And our first question will come from the line of Rich Rapetto with Sandler O'Neill. Your line is open.

Good morning, Adina. Good morning, Michael.

Good morning.

And congrats on your second year, Adina. Thank you. I guess if we have one question, I guess it is on the market data issue, because you gave some interesting, at least new to me, statements. 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 does that put a stall or prevent the SEC from making any changes until they can at least get an outcome from this court ruling? And I guess, you know, as long as I'm going to ask, any comments on this new IEX white paper that just came out as well?

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've said before.

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 filings, as has been explained, and 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.

And with regard to the IEX, I guess, announcement, I think we did a very nice job. Phil McIntosh 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 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.

Okay. Thanks. I'll play by the rules. Get back in the queue.

Thanks, Rich. Thank you. And our next question comes from the line of Michael Carrier with Bank of America Merrill Lynch. Your line is open.

Thanks a lot. Good morning. Maybe first question, just on the strategic pivot, you know, when we look at, you know, where you've been allocating resources, you know, obviously on the tech side, information services, you know, the growth has, you know, been anything stronger than, you know, people have expected. some of the areas that maybe have still lagged, whether it's on the corporate services and then maybe on the fixed income transaction business. Maybe just an update on how you're thinking about those businesses and maybe what initiatives are in place in 19-20 to maybe pick up the growth or reconsider some of those investment areas.

Sure. Thanks for the question. 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 FIC 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 had these two businesses completely separated and segregated, but 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 will allow us to alert ourselves earlier 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 markets. 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 the FIC area, I think that that has a range of issues, but I would point out that with our Treasuries business, the replatforming 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 in FIC. And then within the commodities business in the Nordics, as you know, we are going through kind of a 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 all of those areas into a better state of operating performance as we go through 2019. Okay.

Thanks a lot.

Thank you. And our next question comes from the line of Ken Hill with Rosenblatt. Your line is open.

Hey, good morning, everyone. Hey, Ken. So my question was on Sonoba. I know a few weeks back you guys had a clearing system contract come up that you won from the OCC. I was just hoping you could talk about the opportunities set there for that business and how that's looking like. how you can maybe monetize some of the elements that brings, whether it's on the clearing side of the business, which seemed 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.

Well, first of all, that's a great, great understanding of the business. So I have to say, Ken, that's a great job kind of dissecting the various elements of Sinober. First of all, we're really thrilled to have Sinober as part of NASAC. 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 Sonoba is just as strong as we 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 those 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 – we're just beginning that ongoing review right now.

And just to be clear on that, so those elements are included in your cost guidance here for 2019 right now?

Yeah, so we have a plan around integration with Synova. Our cost guidance does include Synova 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 together. into NASDAQ without disrupting any clients. Our expense guidance is inclusive of that, which of course is an add-on to what the organic guidance would have been going into at the end of 2018.

Thanks very much for my question.

Thank you.

Our next question comes from the line of Ken Worthington with JP Morgan. Your line is open.

Hi, good morning, and thank you for taking my question. It seems like on the Oslo deal, it seems like Euronext has 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.

Sure. I'm going to hand over the first question to Michael.

Sure. So we do believe we have a superior offer to the offer that those shareholders currently have in front of them. Those are harder revocables that they currently hold, but those revocables expire at the end of August. And so that we believe that the combination of having the Oslo Borses 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 may be a position where we have to wait until 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.

Mm-hmm. And with regard to the way that we are looking at Oslo from a Synergy perspective, Ken, we have extensive experience in 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 family, essentially, where you leave a really strong center within the local community. We also have real centers of excellence around the post-trading 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're creating kind of a Nordic and kind of a 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 we also maintain a really strong operation and operational core within Norway.

Great. Thank you.

Thank you.

And our next question comes from the line of Chris Allen with CompassPoint. Your line is open.

Good morning, everyone. Just, I guess, wanted to stay on the topic of Oslo Bourse. I've gotten a number of inbounds just on what this means from a strategic perspective. And I guess the question is, 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?

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 Wars was a market that we saw as being very attractive to our Nordic business and to NASEC in general. So I think that it's 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, to complete a family within the Nordic markets. And so I think that it's seen very positively by our clients because almost all of our trading clients in the Nordics operate across all four markets. And yet the Norwegian market has been on a totally different technology stack than the rest of the Nordic markets. And so by having this as an opportunity for us to integrate the technology and create a a more unified technology stack, it gives our clients a great benefit. And so we're getting a lot of support for our customers on this, and we are a very client-oriented business. So 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 investment acquisition, Sunober, Quandl, but also our organic investments that I mentioned on the call, that's a real shift for us in terms of cap 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.

Any comment on the non-traditional opportunities?

Yeah, I mean, I think that we're always looking at opportunities. 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's anything in particular that I would want to point out, but I 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 catalyze 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. Thanks. Thank you.

Thank you, and our next question comes from the line of Alex Cram with UBS. Your line is open.

Yeah, hey, good morning. Hey, Alex. Just coming back to Sinober for a minute, I guess for Michael, I was hoping that maybe now that it's closed, you can give us a little bit more concrete impact on the financials. I know you mentioned it a little bit in your cost guidance, but can you give a specific number how it impacts the cost side of between, you know, you're shutting businesses down, as you mentioned. The synergies might 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's some public filings, but just maybe know that you see the business more clearly.

Yeah, so as Adina said, both Sonoba and Quandel are included in the guidance. that we've provided. So in there, we would be roughly in the range of $40 to $50 million would be the cost for Synova and Quandl on a full-year basis. That's included in those numbers. And so obviously, we'll be working 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 Synovar 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.

Yeah, we're about... 12 days in. So we're working through a lot of details right now collaboratively with the team at Sinober 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.

We also have to 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 got through your end.

Excellent. I'll jump back in the queue. Thanks.

Thanks, Alex. Thank you. And our next question comes from the line of Alex Blostein with Goldman Sachs. Your line is open.

Hey, guys. Good morning. Just a follow-up question around just the appetite for acquisitions. I mean, it 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 integrate these deals and obviously potentially another deal, how should we think about that?

Sure. Well, I think that what we mentioned, just 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 for 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 regard to acquisitions, kind of why now? Well, part of it is because they're available. I can tell you that all of the acquisitions Sunober as well as Oslo have been companies that we've known very well for a long time, that we've 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 happen to be timed right now. I think that the Quando 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're very excited about being able to execute across our are 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.

And if I could just add one thing to what Adina said with respect to the buybacks. And so we will continue to do that. That is taken into account with respect to the comments that if we go ahead with the, or when we go ahead with the Oslo transaction that The paydown where we get back to the mid-twos 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. Great. Thanks very much.

Thank you. And our next question comes from the line of Brian Bedell with Deutsche Bank. Your line is open.

Great. Thanks. Good morning. Good morning. Good morning. Dina, maybe if you mentioned the 12 new market technology infrastructure clients in 2018 and 20 new buy-side clients per 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 you know, 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.

So with regard to the market tech question, it's going to differ by client. So, you know, one of the largest new clients we signed last year was 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 it 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'll get earlier steady state. But I 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 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, and so 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 19 and 20 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 are confident in our ability to be able to deliver our 10% ROIC within a three- to five-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.

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 an expense guidance for 19, 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?

Yeah, that would be the right way to look at it. Of course, then we'll probably sign new clients, hopefully. So we'll always have new clients we're signing up, but you're 100% right. As we continue to grow – our 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 that will also factor into our expenses every year as well. But you're right, it's all baked into our expense guidance, yeah.

Okay, great. Thank you very much.

Thank you.

And our next question comes from the line of Kyle Voigt with KBW. Your line is open.

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 and SIP revenue pool, just because some of the attempts previously have been successful?

Well, I think that, 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, but 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 Reagan MS. And so there was a lot of – there were 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 a coopetition environment. It just always has been and always will be. But the best thing we can do is make sure we have really strong and positive relations 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 are. And again, I do encourage you to read Phil's 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 times in the last few years, we're ready to take them on. 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's always going to be a dynamic environment here, but we're ready to take on any challenge that comes our way. Thank you. Thank you.

Thank you. And our next question comes from the line of Jeremy Campbell with Barclays. Your line is open.

Hey, thanks. I just want to piggyback off of Brian's question on the 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 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 look ahead to 2019? Is it the infrastructure side or is it the surveillance side? Just kind of comment on that at all.

Sure. Yeah, I would say that on the market infrastructure side, there's always – there is definitely a seasonality of 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 launching to 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 quarter to deliver on enhancements before the end of the year, before they have code 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 and kind of signing up of market infrastructure tends to be chunkier, as you mentioned. These are longer sales cycles, and frankly, sometimes we get pleasantly surprised and get to sign a deal in a quarter, but a lot of times these take anywhere from six to 12 months to come to fruition.

Great. Thank you.

Thank you, and our next question comes from the line of Ben Herbert with Citi. Your line is open.

Hi, good morning.

Morning.

Could you just speak to late cycle dynamics, potentially slower global growth against durability on the non-transaction side? Are you seeing any impacts to pipeline or sales lead time? Thank you.

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 a resilient business when it comes to economic cycles. What we do, we're number one or number two in our space in a lot of what we do. Our services are quite core to the general economies that we operate in as well as 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. In 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're not experiencing anything that would be what I would consider a quote unquote late cycle type of phenomenon.

Great. Thank you.

Thank you. And our last question comes from the line of Chris Harris with Wells Fargo. Your line is open.

Yeah, thanks. 5% revenue growth profile at Oslo Boris, you highlighted that. We know there's 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.

So I think that there certainly are opportunities that we've 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 platform, 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, you know, 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.

Great. Thank you.

Sure. Thank you. I'm showing no further questions at this time. I'd now like to turn the call back to Adina Friedman for closing remarks.

Great. Thank you very much. Well, in closing, we are really pleased with the fourth quarter performance and the full year performance of NASDAQ in 2018. And we are extremely energized. We had a sales kickoff 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 is just extremely high. And I do believe that it has been guided by our strategic direction to reimagine 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.

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. Thank you.