Nasdaq, Inc.

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Good day and thank you for standing by. Welcome to NASDAQ's third quarter 2022 quarterly update conference call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question and answer session. To ask a question during the session, you will need to press star 1-1 on your telephone. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your first speaker today, to Mr. Ed Dittmeier, Head of Investor Relations. Please go ahead.

Good morning, everyone, and thank you for joining us today to discuss NASDAQ's third quarter 2022 financial results. On the line are Idina Friedman, our CEO, Ann Dennison, our CFO, John Zecca, our Chief Legal Risk and Regulatory Officer, and other members of the management team. After prepared remarks, we'll open up the line to Q&A. The press release and presentation are on our website. and we intend to use the website as a means of disclosing material, nonpublic information, and complying with disclosure obligations under SEC Regulation FD. I'd like to remind you that certain statements in this presentation 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 as contained in our press release and periodic reports filed with the FCC. Lastly, a quick programming mention. We're excited to be hosting our Investor Day on November 8th. Our leadership team will give presentations about our strategy, operations, and opportunities, and we'll be available for your questions. I know many of you on the line today are planning to participate. If you have not registered, please do so at ir.nasdaq.com. I'll now turn the call over to Adina.

Thank you, Ed, and good morning, everyone. Thank you for joining us. I'll begin today with a summary of the new corporate structure for NASDAQ that we announced during the quarter. The new structure organizes our business units into the following three divisions that align us more closely to the foundational shifts that are driving our strategic evolution. Market platforms, led by Tal Cohen, will include our North American and European market services, as well as our market infrastructure technology business. The division will also include our digital assets and carbon markets businesses. Capital access platforms led by Nelson Griggs will combine our corporate platforms and investment intelligence businesses. And anti-financial crime led by Jamie King will include Verifin, our fraud detection and anti-money laundering solution, as well as our market and trade surveillance business. Our new structure will take effect by the end of the fourth quarter of 2022. As Anne will note later, we have provided supplemental information to help investors and analysts prepare for the financial and reporting implications of our new structure. This information is available on our IR website and was furnished in our Form 8-K file this morning. Additionally, we will discuss our businesses through the lens of this new structure at our upcoming Investor Day on November 8th. We believe the new structure will elevate our strategy and amplify our growth opportunities by allowing us to provide even more holistic solutions to our clients' most complex challenges. We view this as the next chapter in the strategic pivot that we launched five years ago which solidified our focus on liquidity, transparency, and integrity as a foundation of our strategic growth pillars. While these strategic themes are carried across our divisions, each division has a central theme that will help define its strategic focus. Market platforms will focus on maximizing the liquidity of the capital markets through our role as a market operator and as a provider of market ecosystems to our technology clients. This division will center around the modernization of markets, including the migration of markets and core infrastructure to the cloud and the emergence of blockchain and the resulting digital assets as elements of future market infrastructure. NASDAQ today serves as a powerful capital markets platform. We are a leading force in the modernization of marketplaces through our world-class technology, including the progress we're making as we migrate our own markets to our next-gen exchange platform in an edge cloud environment. We are also actively deploying our next-gen market platform to our market technology clients. And through our new structure, we see an opportunity for us to drive a broader strategy as one integrated unit. For instance, as we move forward with our digital assets platform, we see our role as being broader than a market operator or a market technology provider. It is a true platform opportunity, creating a custody foundation with strong anti-financial crime capabilities that allows multiple market venues, including those to whom we sell our market technology, to connect and where we can facilitate institutional liquidity across venues more seamlessly than exists today. It's just one example of how the divisional structure will have more power, working together both as an operator and as a technology partner. We are excited to demonstrate how we can combine our expertise in managing market infrastructure, coupled with our focus on leading technologies, to support exchanges and market participants in new ways to drive the global flow of capital. In our capital access platforms division, we will leverage the insights and capabilities across our corporate platforms and investment intelligence teams. And we will be focused on the transparency pillar, reflecting the profound shift in behavior among corporates and investors with a focus on long-term value creation. We are seeing a sustained prioritization across the buy side on long-term value creation and the subsequent response across corporates to engage their investor base in this evolving construct. For instance, there is a notable opportunity for NASDAQ to be a leading ESG solutions provider. We are centered first on a foundation of serving the specific needs of corporate issuers by providing advisory services along with SaaS-based data aggregation and reporting capabilities to facilitate their ability to communicate their ESG and climate strategies and progress to the investment community. As we mature our strategy, we have an opportunity to bridge these capabilities into the investment community through analytics, indexes, and data solutions. More generally, capital access platforms will be positioned to connect the investor and the issuer communities through actionable insights, industry-leading indexes, and modernized workflows. This will allow us to provide more seamless, more holistic, and more impactful solutions that help both stakeholder groups navigate the increasing complexity of the evolving financial system. And finally, our Anti-Financial Crime Division will continue to focus on strengthening and safeguarding the integrity of the financial system. Anti-financial crime technology represents an already large and fast-growing sector with structural and regulatory tailwinds. And as the financial system transforms and becomes more technologically driven and sophisticated, the threats to its integrity are growing in scale and sophistication as well. Financial institutions face increasing, I'm sorry, face significant challenges in detecting and preventing financial crime and therefore are investing significant capital and resources in combating those threats. NASDAQ's Anti-Financial Crime Division focuses on delivering a world-class platform with holistic solutions and capabilities to support financial institutions in fighting financial crime more effectively across their networks in the wider financial system. We are very excited about the opportunities ahead of us to further lean into the areas that are primed for growth as we become the trusted fabric of the financial system. As I noted earlier, we will have an opportunity to provide more details and answer your questions about this new structure for NASDAQ at our upcoming Investor Day on November 8th. Now let's turn to our results. NASDAQ delivered strong third quarter results with $890 million in net revenues, a 6% increase compared to the prior year period, and a 9% on an organic basis, excluding the impacts of the changes in FX rates and acquisitions and divestitures. Our total annualized recurring revenue, or ARR, increased 8% to $1.97 billion. Annualized SAS revenues totaled $699 million in the third quarter of 2022, growing at an even faster rate of 13%. We are pleased with the continued consistent growth across our recurring revenue segments, complemented by positive organic contributions from other areas, including index licensing and trading. Turning next to the specific business highlights, starting with our solution segments. Our solution segments delivered total revenue of $584 million during the third quarter, an 8% increase from the prior year period, or 10% organically, excluding the effects in an acquisition. The growth was driven from activity across the full breadth of our businesses, including our index and investment analytics offerings, the expansion of our listed issuer base, our anti-financial crime offerings, and market infrastructure technology business, as well as strong demand for our IR and ESG services. In our investment intelligence segment, we delivered $284 million in total revenue in the third quarter, a 4% increase overall from the prior year period. Our organic growth was 6%, excluding the effect of FX, with contributions to organic growth from each of the three businesses during the quarter. Revenue in our market data business increased by 2% from the prior year period and 5% organically, excluding the impact of FX. primarily due to an increase of proprietary data revenues from international clients. Our index business saw revenue growth of 5% versus the prior year period, driven by positive net flows of $56 billion over the last 12 months. We also saw continued strong results from licensed futures activities, which together with the impact of positive inflows more than offset the negative impact of market data. In our analytics business, revenues grew 8% from the prior year period and 10% organically, excluding the effects of FX. Our combined investment and syllabus offerings saw strong revenue growth driven by the sequential impact of new sales and client retention. This was the sixth consecutive quarter of double-digit organic growth for that team, which underscores the power of these offerings across both asset owners and asset managers. Turning next to our market technology segment, We delivered $132 million in total revenues in the third quarter, a 16% increase from the prior year period. This was driven by growth in both the anti-financial crime and the market infrastructure technology businesses. Our anti-financial crime technology business had a very encouraging third quarter with a 24% increase in revenues versus the prior year period. Growth was driven by new sales across both our fraud and anti-money laundering and surveillance solutions, as well as the $7 million impact of the Verifin acquisition deferred revenue adjustment recorded in the prior year period. Regarding Verifin specifically, we grew revenues 25%, excluding the $7 million impact of the deferred revenue write-down on the prior year period. We are particularly proud of the team's continued ability to sign new clients across small to medium banks, which is the core of the current franchise, with 54 new small to medium banks clients signed during the quarter. We are also pleased by the results of recent proofs of concepts with several tier one banks. As an example, in one POC that we ran, we were able to reduce false positives by 25% by simultaneously identifying three and a half times more dollars in fraudulent payments. Moving next to our market infrastructure technology business, we generated $55 million in revenues, representing 8% organic growth. We are pleased to see the business return to positive organic growth versus the prior year period for the first time in over a year. We continue to be on track with large, complex deliveries, and we have a strong pipeline of engaged clients and prospects. Moving to our foundational marketplace businesses, our market services segment delivered net revenues of $305 million during the third quarter, a 4% increase versus the prior year period, or 8% higher organically, excluding the impact of FX. The increased revenue year over year was broad-based. with especially strong growth in trade management services, which had a record quarter, and increases across each of our trading businesses, equity derivatives, cash equities, and FIC. Lastly, we were excited to announce during the quarter the launch of our new digital assets business to power the digital asset ecosystem. This new business underscores our ambition to facilitate broader institutional participation in digital assets by providing trusted and institutional-grade solutions focused on custody, liquidity, and integrity. As part of our market services segment, Nasdaq Digital Assets will initially develop an advanced custody solution, coupled with liquidity and execution capabilities geared to serving institutional clients by enabling safe transaction and storage of digital assets. The solution is developed through an innovative technology approach that brings together the best attributes of hot and cold crypto wallets, providing a high degree of accessibility without compromising security. Additionally, we will incorporate our anti-financial crime technology with new coverage for the cryptocurrency ecosystem, including a comprehensive suite of crypto-specific detection and investigation capabilities. Finally, our corporate platforms segment delivered revenue of $168 million in the third quarter, an 8% increase from the prior year period, or 11% organically, excluding the impact of FX in an acquisition. The growth was driven primarily by the increased demand for our IR and ESG services, and secondarily due to the expansion of the issuer bases across both our US and Nordic listing franchises. Revenues in our IR and ESG services businesses increased 13% organically, underscoring the strong demand for our technology-based and consultative solutions during the period. The number of corporate clients using NASDAQ's IR and ESG solutions increased 5% from the prior year period. Examining our ESG solutions more specifically, we have increased the number of companies using our ESG advisory services by 35% versus the prior year. We've also tripled the number of clients using our ESG workflow solutions to 170 companies, coming from both strong growth in one report and the acquisition of Metrio. Turning to our listing services business, revenue increased 6% to $105 million, as the number of NASDAQ-listed corporate issuers, excluding SPACs, increased 5% compared to the prior year period. NASDAQ continued its competitive leadership in attracting the majority of new US listings during the quarter with 28 operating company IPOs and a 90% win rate. Next, I want to touch briefly on the current market environment. As we enter the final months of 2022, we continue to find ourselves amid an uncertain macroeconomic and geopolitical backdrop. While we will remain vigilant and maintain flexibility to respond effectively to changing conditions, we believe we continue to be well positioned to deliver for our clients and our shareholders throughout this cycle. Our results continue to demonstrate the quality of our businesses and the value inherent in our diversified model. We also continue to see compelling opportunities to further deepen relationships with our clients in this environment and expand the ways we support them as they navigate these dynamics. The new corporate structure we unveiled last month will serve as a great foundation providing us even more opportunities to lean into areas most primed for growth and deliver even more holistic solutions to our clients across the ecosystem. With that, I will now turn the call over to Anne to review our financial details.

Thank you, Adina, and good morning, everyone. My commentary will primarily focus on our non-GAAP results, and all comparisons will be to the prior year period unless otherwise noted. Reconciliations of U.S. GAAP to non-GAAP results can be found in our press release, as well as in a file located in the financial section of our investor relations website at ir.nasdaq.com. I will start by reviewing third quarter 2022 performance, beginning on slide nine of the presentation. The 6% increase in reported net revenue of $890 million is the net result of organic growth of 9%, including a 10% organic increase in the solution segment, and an 8% organic increase in market services, partially offset by a 3% negative impact from changes in FX rates and the net impact of acquisitions and divestitures. Moving to operating profit and margins, non-GAAP operating income increased 7%, while the non-GAAP operating margin of 53% was unchanged compared to the prior year period. Non-GAAP net income attributable to NASDAQ was $335 million, or 68 cents per diluted share, compared to $303 million, or 59 cents per diluted share, in the prior year period. Turning to slide 10, as Adina mentioned earlier, ARR totaled $1.97 billion, an increase of 8% from the prior year period, while annualized SAS revenues totaled $699 million, an increase of 13%. I will now review quarterly segment results on slides 11 through 14. Starting with market technology, revenue increased $18 million, or 16%, with $7 million of the increase due to the impact of the deferred revenue write-down on Verifin in the prior year period. Organic growth for the market technology segment was 18% in the period and driven by both the anti-financial crime and market infrastructure technology businesses. Our market infrastructure technology business grew 6% as compared to the prior year period and 8% organically, excluding the impact of FX. This inflection reflects the progress we have made in advancing some of the largest client implementations through critical milestones earlier this year, new and expanded customer relationships, and the lapping of difficult comparables due to the planned roll-up of a client support contract in the second half of 2021. This progress is an encouraging early proof point that the programs and initiatives of our market infrastructure technology team have been implementing will move this business forward. ARR for market technology totaled $456 million, an increase of 7% compared to the prior year period. The market technology segment operating margin was 15% in the period and increased 6 percentage points compared to the prior year period. Investment intelligence revenue increased $12 million, or 4%, reflecting organic revenue growth of $16 million, or 6%. Organic revenue growth during the period reflects positive contributions from the index, analytics, and market data businesses. Asset-based licensing revenues declined 6% compared to the prior year period and represented 61% of index revenues. AUM and exchange-traded products linked to NASDAQ indexes totaled $311 billion, a decline of 14% from the prior year period. ARR totaled $583 million, an increase of 5% compared to the prior year period. The investment intelligence segment operating margin of 64% decreased one percentage point from the prior year period. Corporate platforms revenues increased $13 million, or 8%, including 11% organic growth. The increase was primarily driven by higher U.S. listing services revenues, as well as higher adoption across the breadth of investor relations and EST and advisory and reporting offerings. Our listed corporate issuer base increased 7% or 5% excluding SPACs. Corporate platforms ARR was $589 million and increased 11% compared to the prior year period. The corporate platform segment operating margin of 44% increased two percentage points compared to the prior year period, driven by a combination of recent growth in the listed issuer base and lower marketing expenses due to the subdued IPO environment. Market services net revenues increased $13 million, or 4%. The organic revenue increase was $24 million, or 8%, and there was an $11 million negative impact from changes in FX rates. The organic increase reflects growth across trade management services, U.S. cash equity, equity derivatives, and FIC. Turning to page 15 to review both expenses and guidance. Non-GAAP operating expenses increased $20 million to $417 million. The increase reflects a $40 million organic increase, partially offset by a $19 million decrease from the impact of changes in FX rates. and a $1 million decrease from the net impact of acquisitions and divestitures. The organic expense increase is primarily driven by higher compensation and benefits expense, reflecting two factors. First is our continued investment in new employees to drive growth, including a 9% increase in the team over the past 12 months. Second is annual merit increases, which are reflected in the quarterly expense run rate starting in the second quarter. The increase is higher than prior years due to inflationary pressures on compensation, which we reflected in our guidance at the beginning of the year. We are lowering our 2022 non-GAAP operating expense guidance to $1.70 billion to $1.72 billion, lowering both the top and the bottom of the prior range to reflect a combination of the continued strong organic growth dynamics as we progress through 2022, along with the impacts of a stronger dollar on our non-US expenses. Lastly, we are lowering our 2022 tax guidance to a range of 24% to 25% versus 24% to 26% previously. Turning to slide 16, debt decreased by $344 million versus 2Q22, primarily due to net repayment of $222 million of commercial paper, and a $123 million decrease in Eurobonds book values caused by the strengthening dollar. Our total debt to trailing 12-month non-GAAP EBITDA ratio ended the period at 2.7 times, down from 2.9 times in the second quarter of 2022. During the third quarter of 2022, the company paid common stock dividends in the aggregate of $99 million, As of September 30, 2022, there was $293 million remaining under the Board Authorized Share Repurchase Program. Turning to page 17 of the presentation, I would like to touch on some of the very material progress we have made executing our sustainability strategy. I would like to note that NASDAQ's GHG reduction targets were approved by the Science-Based Targets Initiative. Our targets, including reducing Scope 1 and Scope 2 GHG emissions, by 100% by 2030, and Absolute Scope 3 GHG emissions, 95% by 2050. Additionally, EcoVadis upgraded our sustainability rating from silver to gold status, which is reserved for the top 5% of all companies rated. We also earned a place on Sarah Mount's 100 Best Companies list and were recognized as a Best Company for DAS for the second consecutive year. We continue to see opportunities to advance our sustainability program across multiple aspects and look forward to updating you regularly on our progress. I would like to take a moment to discuss the new organizational alignment that we recently announced. On the investor relations website, we published a supplement to help with the financial reporting under the new corporate structure, which will take effect by the end of the fourth quarter 2022. The supplement covers the revenues, operating income, and operating margin of each of the three new segments, market platforms, capital access platforms, and anti-financial crime, as well as revenues of their underlying businesses. In addition, I would also like to call your attention to a change in how we are grouping our recurring revenue segments collectively. In particular, we are now adding trade management services to the prior solution segments grouping and calling it solutions businesses. The solutions businesses cover 75% of our last 12 months revenues and encompasses all of our non-trading revenues. At our Investor Day on November 8th, we'll discuss our businesses, opportunities, and strategy through the lens of this new corporate structure. And at that time, we will provide associated updates to our growth outlooks and other objectives. As such, we will answer any questions regarding the revenue growth outlooks on Investor Day. In closing today, NASDAQ's third quarter results reflect a continuation of the company's ability to consistently perform well across a wide range of operating environments. We delivered 10% organic revenue growth in the solution segments, 9% organic revenue growth across the entire company, and achieved a 53% non-GAAP operating margin. Thank you for your time, and I will turn it back over to the operator for Q&A.

Thank you. As a reminder, to ask a question, you would need to press star 1-1 on your telephone. We ask that you keep your questions to no more than one, but please feel free to go back into the queue, and if time permits, we'll be more than happy to take your follow-up questions at that time. Please stand by while we compile the Q&A roster. I show our first question comes from the line of Richard Rapetto from Piper Sandler. Please go ahead.

Yeah, good morning, Adina. Good morning, Ann. And Adina and Ann, since you both, you know, Adina, you started with the corporate structure. So my question is, first on, you know, the organic growth rate has been such an important yardstick, you know, as you did the strategic pivot. So I'm just trying to understand, and maybe this is addressed in what you sent out, but whether you're still committed to reporting market MIT or market infrastructure technology, the growth rate, because it's going to get embedded in the market platforms. And that's the first part. And then the second on corporate structure, do you see any conflict? I know Tal Cohen, well, he's highly respected, but where you're selling technology to other exchanges and you're also competing, potentially competing with them. in the old market services business?

Sure. So with regard to the way that we're going to manage disclosures, Rich, we recognize the fact that we provided investors with a lot of visibility into the market infrastructure technology business for quite some time, and we intend to continue to provide periodic updates to investors to make sure they can continue to track our progress, both in terms of revenue progress and overall progress against some of the goals and targets that we set at the 2020 Investor Day. And we'll discuss that at the Investor Day on November 8th. So we do recognize the need for us to continue to provide you with disclosures as we're managing that business. I do want to say I think that with the market platform's construct with a divisional structure, it actually just increases the opportunities for us to find new ways to serve our market tech clients. And by thinking about us providing kind of an ecosystem orientation to delivering solutions to market tech clients, we hope that they see us as kind of a deeper partner in helping them navigate the kind of the modernization of markets, the way that you bring liquidity into markets, how you set up your infrastructure, et cetera. So we're quite excited about how this can actually be an amplifier for the business. In terms of the conflicts, we do very periodically have have to manage through situations where we are providing market technology to a client in the same market in which we're competing. It's very rare, but it does happen. And we have a process and a governance structure internally, leveraging our risk management team, our legal team. And so those conflicts we manage very actively. I think we've done a very good job of managing these conflicts very well over the years. And so that really doesn't change. It just kind of moves under the TAL's responsibility to think through those issues, continue to consult with John Zecca, our general counsel and chief risk officer, obviously consult with me. So I just don't see any change in kind of how we're going to govern that going forward.

Got it. Thank you. I figured you'd want to continue reporting MIT growth, especially as it turned positive here this quarter, the organic growth. Thanks.

Sure. Sure.

Thank you. And Aishu, our next question comes from the line of Gautam Sawant from Credit Suisse. Please go ahead.

Hi, good morning. Can you please expand on how your new initiatives in the digital asset space are complemented by some of the existing capabilities of the NASDAQ platform?

Sure. Yeah, I think that it's interesting because on the one hand, we are building a new custody solution from line one of code, but we are actually leveraging what we're calling the marketplace services platform to support the liquidity capabilities that we're delivering on top of that custody solution. And so we have an amazing technology system. organization. I mean, it really is incredible. And so what we're able to do is think about all the work we've done to establish NASDAQ's financial framework, establish the platform that's serving as our next-gen exchange platform, and leverage that, but then adding this custody solution that's very specific to digital assets. And I think that that allows us to understand, you know, we've brought in some talent that's what I would call digital native talent to really support building the custody solution. And yet they're working with our existing market tech team to make sure that we're leveraging all of the capabilities we've been building over the last five years to support the liquidity that we're putting on top of the custody solution. And then I think in terms of also connectivity that we want to have with other exchanges, we provide the technology that powers nine crypto markets today. And so as we work with them and as we expand that client base, we hope that they see us as a good place for them to be able to custody their coin. And so we obviously will have connectivity points to those exchanges as well. And then I guess the last part is anti-fin crime. You know, on Verifin and our trade surveillance business, we've developed out a crypto component, essentially modules that support all the anti-financial crime capabilities that you need in a crypto market. And so whether a digital wallet or your government fiat wallet within a bank, we can support the bank in making sure that they're managing their financial crime risk. And then with regard to markets and trading firms that trade crypto, we have modules that are custom built specifically to manage the crypto surveillance. All of those things together really put together kind of the complete suite of what we're offering the industry in crypto.

Got it. Thank you.

Thank you. And I show our next question comes from the line of Brian Bedell from Deutsche Bank. Please go ahead.

Great. Thanks. Good morning, folks. Thanks so much for the color on the new segments, Adina. Maybe if I could just ask one on that, I'm sure you'll cover this more on the investor day, but in general, do you view the resegmenting internally, I guess, is there going to be like a significant shift of personnel between the segments in terms of how they work together versus how they're working together right now? And then therefore, as a result of that, do you expect potential revenue synergies and how they're working together in the new structure. And I guess also, Anne, if I can ask the same thing on the expense side, is it likely to drive some cost savings? Or in contrast, are there more growth opportunities that you may want to invest in as a result of the resegmenting?

Great. Thank you. Yeah. And we will cover that, I think, in more depth on Investor Day. So we're excited to go through that and to make sure that you hear from Nelson and Tal and Jamie and the broader executive team as they're thinking through how we're going to manage the divisions going forward. But the whole purpose of the divisional structure is actually to unlock more opportunity to serve our customers. And we really thought long and hard as to how best to combine our organization so that we are looking at our customers outside in. And we're saying, okay, if you're a market participant, you're trading across NASDAQ markets and you're trading in all the markets in which we provide technology. When we think about the future infrastructure to support our markets, especially as we're moving into more of an edge cloud environment and we're looking at developing our own data center into a local private zone and expanding what we can do to serve our ecosystem, we want to make sure we think about that both as a market operator and as a provider of technology so that we can be more holistic in serving market participants and their needs And then also making it so that we can really amplify the modernization markets with other exchanges. We have one technology stack now that didn't used to be the case. So we now have one leading edge, we think, technology that underscores our exchanges and will underscore the exchanges that we provide technology to. And so it allows us to think differently about how to serve those clients more holistically. So that's in market platforms. And therefore, that's a revenue opportunity, to put it that way. And the way that those teams are going to work together is they're basically the leaders of the North American markets, European markets, and market tech. They will serve as the key executive supporting Cal. And then we've actually moved the product engineering team under Brenda Hoffman into the division so that the technology organization will be able to work even more closely with the business. And we're moving product marketing into the division as well. So you've got kind of a more holistic way to run the business in an agile format. The same goes for capital access platforms, bringing investors and corporates closer together, thinking about the services that we offer to corporates to communicate to investors. Well, what data could we offer investors to help them understand corporates better? How do we leverage our investment into Lovis technology platforms to make it so that asset owners and asset managers have better line of sight into trends such as ESG trends and other things where we're gathering a lot of data and we're serving corporates well. And then, of course, index products continue to be an area of just great imagination. We've always done thematic indexes that underscore our role in the markets, and we'll continue to be able to do that. So I feel like there's, again... more that we can think about in terms of providing more services to investors, treating investors also as corporates in terms of governance and IR needs that they have, in addition to finding new ways to serve our companies. So, again, it's a revenue opportunity. And the businesses, Oliver and Jeff Thomas, who run those respective businesses, will report it to Nelson, and they will help him navigate that. And then lastly, again, the product engineering and marketing teams will be rolling into the division to create a more agile way and more nimble way to move the business forward. So I just want to say the purpose of it is revenue opportunity, but the purpose of it also is to kind of make sure we're running these divisions as efficiently as possible, and that will be an evolution over time. And we're excited to be able to go through that with you in more detail at Investor Day.

That sounds great. Thank you.

Thank you. And I show our next question comes from the line of Craig Sagan Thaler from Bank of America. Please go ahead.

Hey, good morning, everyone. Our question is on the equity options business. There were some positive market share trends in the business this quarter. Most of this was actually driven by the BX option exchange. So can you talk about what drove the sharp increase in volumes at this specific exchange?

I can just say generally, Craig, we manage that business very actively. We think about what the strategies are that our clients are trying to execute on. We think about it both in terms of functionality and in terms of pricing. And as we've been really working to increase the utility of the BX options market, I think that we've had a really good market share growth in general across that business. And I think that some of all the work that we've been doing foundationally to bring more participants in really came to fruition in the quarter. And so you're seeing a nice uptick in market share there. But again, it's a very dynamic, as you know, it's a very dynamic environment and we are constantly vigilant in making sure that we're pricing our markets the right way to serve clients and we're offering functionality that really meets their needs. And across the six divisions, we basically can serve the needs of any options market maker or market participant.

Thank you.

Thank you. And I show our next question comes from the line of Michael Cho from J.P. Morgan. Please go ahead.

Hi. Good morning, Dina, and thanks for taking my question. I just wanted to touch on Verifin for a minute. and the performance this quarter. I think I heard you say there are 54 new client sign-ups, which I think is a nice pickup from 37 last quarter. So I'm wondering, can you give some color on the sales environment for Verifin as it relates to new customers? In some sense, it's a bit counterintuitive, just given the macro and uncertainty out there. But just curious if anything has changed in terms of the customer acquisition or sales cycle. And then also you mentioned, you know, some proof of concepts happening as well. Just also if you can update us on kind of the sales cycle from proof of concept to signing on a new customer. Thanks.

Sure. Yeah. So one thing that we did at the end of last year within the anti-fin crime business is we segmented the Verifin business into the small to medium banks. and then what the mid-sized to large banks. And we have two leaders that have really taken on responsibility for looking at each of those groups and those segments of clients. And I think that we did that work at the end of last year. And then we kind of put very specific programs in place to help amplify the growth characteristics in the small to medium bank space and then in the mid-sized to large bank space. Because the sales cycles are different. The approach to the product are different. And certainly as we're moving up to the top tier banks, it's a different process and a different orientation. And we wanted to make sure that we kept that machine going within the SMB banks while we also continue to evolve the organization to serve the bigger ones. And I think a lot of the things that we put in place at the beginning of the year for small to medium banks really have come to fruition. There's a ton of focus on pipeline management, a ton of focus on client service, etc., And the sales cycles are relatively quick and the onboarding is relatively quick. So I think you're just seeing the machine working really well. But I would also say you asked about the current environment. And this is how I look at software sales in an uncertain economic environment. I think, first of all, there is this driving trend across all industries and all segments towards automation and finding ways to do more with fewer people. And the employment environment is very tight. So if anything, banks are struggling to find personnel to be able to manage their financial crime risk. So they want to bring in more technology. And technology generally and more automation will make them more efficient over time. So even in uncertain economic environments, you're still seeing generally strong demand for B2B software that drives automation and allows for more efficiency. But even more powerful is when that software solution is easy to implement. It's a light lift. It's not costly to bring the solution in-house. And it's not a big strain on your infrastructure. So cloud-based solutions, SaaS-based solutions are much in higher demand than heavy implementation on-prem solutions. And Verifin, therefore, kind of ticks every box, right? It ticks every box for those small banks. It's an all-in-one solution. platform solution that allows them to have much better crime management with fewer people. And then when you look at the largest banks, they're struggling with just an increasingly complex environment and they need modules that can really help them be more efficient and more effective in finding criminals. And I think that Verifin can, as it's scaling up to the top tiers, is looking at it more as a modular. They can come in and just focus on wire fraud, ACH fraud, business email compromise or AML. They can do one of those things. They can do all of those things. But as banks are looking at their most acute problems, we're coming in with a solution where we can show material improvement and their ability to manage it. And I think that, again, it's a SaaS-based, cloud-based solution. So it's a light lift, light implementation against a really, really great result. So the return on investment is high. And I think that's why we will continue to be successful in managing through different economic environments. And we're very excited about how we're working with the large banks. That is a different sale. And our trade surveillance business has a lot of experience managing those complex sales. But those take a while. And we've known that from the very beginning. I think when we announced Verifin, we said that we have kind of a three-year view as to how we want to manage to start to penetrate the Tier 1s, and we think we're making great progress. But it takes time to sign those clients after showing that our product is offering them a really good return.

Okay. Wonderful. Thanks, Dina.

Thank you.

Thank you. And I show our next question comes from the line of Dan Fannin from Jefferies. Please go ahead.

Thanks. Good morning. I wanted to talk about the revenue opportunity from the listings companies from all of the new IPOs over the last several years as they kind of come off the starter kit for a lot of the services that you provide for free. Is there a way to quantify things like ESG? And I think there's some IR and other services that, you know, is being utilized today but are going to become potentially fee-paying services over the next, you know, handful of months and years. Is there, I guess, just trying to help looking for ways to kind of quantify that opportunity?

Yeah. It's a good question. I think that if you – we don't give very specific stats as to, you know, what the very specific conversion rate is. But I would say that if you think about all of the IPOs and you kind of look at the ones that are – probably had larger raises where they have a more established IR – IR group and IR needs, I think that the conversion rate is very high because we do work very hard to prove our value during the three years that they're provided these services free of charge. And so I think if you kind of take the number of companies that went public and then you look at the companies that had larger capital raises, I think that you should assume that there's, you know, a really good conversion rate. I think as you look at the smaller smaller listings that had lower capital raises, they're going to be a little bit more discerning as to which of the services they continue to take. But all of them are an upsell opportunity. And I think that our team does a really good job of really managing the clients well so that they really get great value. So it's a natural thing for them to say, you know what, we're going to continue to receive this value and we're willing to pay for it. But we don't provide specific stats. I just think you're going to have to kind of just look at the roll-off periods, look at the number of IPOs, and then probably make some assumptions on conversion.

Just to follow up, is there a way to think about what number of services that you bundle in that starter kit beyond IR? She's part of it. Just so we get a sense.

Sure. Well, actually, it's regulated. So the suite of services is publicly available, and it's basically – You get to choose, you know, surveillance or targeting or perception. You get, I think, a set number of seats. It's anywhere from, I think, one to three seats, two seats, I'm sorry, two seats for IR. And then the ESG reporting is really you're getting access to, you know, you can choose one report or metro in terms of providing data aggregation reporting solutions. And so that's actually out there in the public domain. You can kind of see what we're offering and And therefore, that would be what they would convert. Now, during the three years, we work really hard to show them that they might want to take the overall surveillance service, which is just giving them insights into who's buying and selling their stock, but they might want to take targeting or they might want to do a perception study. So we do work with them to show them that there's incremental value they can receive even during the free period.

Great.

Thank you. Thank you. And I show our next question comes from the line of Alex Bloestein from Goldman Sachs. Please go ahead.

Hi, thanks. Good morning. Just going back to the anti-financial crime and the new segmenting is the way you think about Forward Girls here. With this business probably coming in into more of a spotlight, is it some sort of a standalone segment? How are you thinking about the trade-off and the opportunity on organic versus inorganic growth here? Obviously, it sounds like organic pipelines remain pretty robust given the efforts you have on the tier one bank side, but should we think about M&A being a bigger part of the story now that it will be a separate segment? Thanks.

Thanks, Alex. I think that when we, you know, first of all, we really spend the majority of our time really focused on organic growth, but as we look at opportunities for acquisitions, and obviously we'll be very discerning during this period of time to make sure that we're driving to a financial return and a strategic value. I think that we're focusing our acquisition reviews in three key areas. It's really the modernization of markets and the idea of technologies to serving the financial community. The second is in ESG and how we can continue to provide better capabilities for companies and investors to connect together to manage the complexity there. And then the third is on anti-financial crime. So I think that you will see that we're focused in making sure that we make smart and value-additive decisions if we're going to grow inorganically. I have to say, in anti-financial crime, as you said, there's a really great growth runway with the business as it is, and it's a very good and complete solution. But there may be ways to amplify that strategy or to go into more adjacencies in anti-fin crime over time, and we'll evaluate that. But it's something that we're looking at across all three themes as we're thinking about acquisitions going forward.

Great. Thank you. Thank you.

And I show our next question comes from the line of Owen Lau from Oppenheimer. Please go ahead.

Good morning and thank you for taking my questions. Could you please talk about why you make the decision to get into digital asset custody space in the middle of a crypto winter? I mean, there are some other companies launching crypto solutions, but I would like to hear from you what Nasdaq is seeing in this market currently. And then for future products, what other products will make sense for Nasdaq down the road in the crypto space? And then will NASDAQ build its own technology or do a partner with third-party crypto custody or other crypto companies to offer solutions to clients? Thank you.

Sure. Well, just to answer that last question first, our primary goal is to build our solutions to serve the industry because we're trying to bring more modern infrastructure into the digital asset space. So we want to make sure that what we deliver is hyper-resilient, is industrialized like we do with our own markets and our market tech for other exchanges. And so we see ourselves as a builder in this space, and we do think we can differentiate ourselves in that way. I think, Owen – How this came about, I think we started reviewing the digital asset space obviously years ago, but we really started doing a deep dive as to how we could play a role in digital assets over the last 18 months. And I think that our view is that there are some very specific and acute pain points that keep institutions from engaging in digital assets. And yet, we're really good at providing industrialized solutions and capabilities that drive institutional engagement in markets. So we decided to focus in on how can we provide infrastructure that helps drive adoption into the institutional community? And how can we do it in a way that where we're not, you know, we're going to be conservative, but we're also going to be really, really thoughtful in making sure that we add value. And we're not, you know, we did not want to go into the space and say, we're just going to be crypto exchange, you know, 438 or whatever the number is, right? We wanted to make sure that we came in with something that's differentiated, that institutions feel like they can use and they can rely on, that's accessible, available, resilient, et cetera, and scalable. And so we decided to start with custody because it's foundational to anything in digital assets. And safekeeping of the coin, in our opinion, is a foundational layer. And whether that's cryptocurrencies or NFTs or other digital assets. It's just something that we felt that we needed to get good at and we needed to be able to deliver. As we think about solutions that we're going to add on top of that, the first one is this kind of institutional liquidity solution that is not a continuous market. It's not retail driven at all. It's really meant for institutions to be able to convert coins, to be able to transfer coin from one exchange to another across the custody solution, et cetera. And it's a good entry point for us. What we're going to do going forward, though, Owen, is going to depend on how successful we are with step one. So we want to get launched. We want to make sure that we have the licenses that we need to operate successfully. And then we will see, gain some experience, and then decide what's next for us. But we're excited to get into the space, but we're also doing it with our eyes wide open.

Got it. Thank you very much.

Thank you. And Aishu, our next question comes from the line of Andrew Bond from Rosenblatt Securities. Please go ahead.

Hey, good morning. Just wanted to follow up on U.S. options. So options volumes market-wide continue to be robust, and now it's actually a nice uptake in market share. Pricings remain elevated all its peers. So, you know, retail activity is obviously driving activity across the board, but it seems like NASDAQ is also benefiting from higher capture complex orders. So I was wondering if you could talk a little bit about the size of the complex order market, how competitive it is, and if you're seeing significant growth there or if most of the growth is still coming from retail.

I think that with regard to – I would just say that the complex order functionality is relatively stable. I don't think we're seeing – significant changes in demand for complex order functionality. It is, you know, it's become increasingly competitive over the years. It's hard to build and it's hard to support. So we are, honestly, we feel great about being in that space because we do it really well. And I think we have a truly differentiated exchange offering around complex order functionality. But it's not an area that kind of goes and swings very broadly from one quarter or one year to the next. And it's institutionally driven. But also remember that we also have our floor brokers in PhilX and our auction capabilities and kind of the ability to handle block trades as well. And that's a different exchange with different capabilities. And that market does ebb and flow a bit with institutional demand. And that also commands a different fee structure than the retail platforms. So I think that you're probably seeing a combination of both, Andrew, in terms of helping helping in terms of both pricing and our market share. NASDAQ has, I think, one of the things we do differentiate ourselves on is the fact that we have retail-driven platforms and we have institutionally-driven platforms with a lot of different functionalities. So we can be a complete service provider. So in any environment where the trends are different or retail engagement ebbs and flows, we still have the ability to manage flow from everyone. And I think right now you're just seeing us operating in all cylinders across the options franchise. Thank you.

Thank you. This concludes our Q&A session. At this time, I'd like to turn the call back to Adina Friedman, CEO, for closing remarks.

Well, thank you very much for your time today. But before I conclude today's call, I would like to make sure you're aware of a change in our investor relations team. Specifically, Ed Dittmeier has chosen to take on a new challenge as the head of investor relations in a different sector, and this will be his last earnings call with us here at NASDAQ. Ed joined us in 2013, and he has been truly instrumental in shaping and improving our relationships with our investors throughout his tenure here. In nearly a 10-year timeframe in which our stock delivered a 440% return, which is just an awesome track record for Ed. Along the way, Ed has become an integral part of the senior team at NASDAQ and has brought our investors into the room, figuratively at least, as we've made important and impactful strategic decisions. We are launching a search for a new head of investor relations, and we will provide an update once our new head of IR is selected. During the interim period, Neil Stratton will report directly to Ann Dennison, and he will be the primary contact for analysts and investors. And I want to turn the call now to you, Ed, for a few comments.

Thank you, Adina, for the very kind words. Working for standout leaders like Adina and Ann, who were always curious about how we could improve, as well as an entire management team with a vision and execution chops to drive real change, kept everything perpetually exciting in my time here. And now, Zach, I saw how creative, hardworking, and humble teams can accomplish so much, and in particular, It has been a very special to partner with Neil Stratton with his keen sense of what goes into a compelling investment and for sharing a really ambitious view of what's possible. To our especially discerning, mostly reasonable, and always entertaining group of analysts and investors, thank you for being eager to engage, for enduring my many arguments, and for passing back so many valuable nuggets we use to improve. I'll get to the point. It's been a privilege to tell the incredible story of NASDAQ and its dedicated people, but nothing has been more satisfying. than to see the substantial value that can be created when standout business performance was multiplied by the increasing respect earned from our investment community. In the weeks to come, and especially at our November 8th Investor Day, I look forward to keeping the lines of communications open during this very exciting time at NASDAQ, and then to continue our friendships for years behind. Thank you.

Yeah, and Ed will be with us on Investor Day, where we'll have a chance to provide him a proper send-off. But it is with sadness that we have to make this announcement, but we're very excited for Ed. So congratulations, Ed, on your new chapter and your new adventure that you're going to be starting later in November. Well, in closing, NASDAQ's third quarter results demonstrate our strong execution thus far in 2022, and we look forward to speaking with you more about our future plans at our Investor Day. Thank you, and have a great day.

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