Good day, ladies and gentlemen, and welcome to the Nasdaq First Quarter 2019 Results Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session, and instructions will follow at that time. [Operator Instructions] As a reminder, this conference call is being recorded. I would now like to introduce your host for today's conference, Mr. Ed Ditmire, Vice President of Investor Relations. Sir, you may begin.

Good morning, everyone, and thank you for joining us today to discuss Nasdaq's first quarter 2019 financial results. On the line are: Adena Friedman, our CEO; Michael Ptasznik, our CFO; Ed Knight, our General Counsel; and other members of the management team. After prepared remarks, we'll open up to Q&A. The press release and presentation are on our website. We intend to use the website as a means of disclosing material nonpublic information and complying with disclosure obligations under SEC regulation update. I'd like to remind you that certain statements in this presentation and during Q&A may relate to future events and expectations, and as such constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. Information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press release and periodic reports filed with the SEC. I will now turn the call over to Adena.

Thank you, Ed. Good morning, everyone, and thank you for joining us. My remarks today will focus on Nasdaq's first quarter 2019 financial results and business performance. I will also reiterate our 2019 execution priorities that we laid out earlier in the year, discuss the progress points we've achieved in advancing the company's strategic positioning, and lastly, discuss Nasdaq's proposed changes to advance the U.S. equity market structure to create a more effective and more inclusive capital market. Turning to our results, I'm pleased to report Nasdaq's solid performance for the first quarter of 2019. Our business achievements, organic revenue growth and strong profitability came amidst a challenging first quarter capital markets backdrop, which saw significantly reduced trading activity during the quarter as well as a late start for new listings, driven by the effect of the U.S. government shutdown related to the SEC's registration processes at the beginning of the year. During last quarterly update in January, we presented the specific areas we'd be focusing our efforts on this year, as we continue to advance our vision and strategy. First, is to enhance our technology presence across the capital markets and beyond, through a diverse client adoption of the Nasdaq financial framework; Second is to drive better client interactions with the capital markets through continued growth and expansion of our trade surveillance, data analytics and integrity solutions across our sell side, buy side and corporate client groups; third is to enhance our leadership position in the core marketplaces in which we operate, as we continue to innovate with new functionality; and lastly, to build meaningfully on our mission driven culture to multiply our opportunities to innovate and grow. Despite certain volume and listings headwinds, the solid results we delivered in the quarter confirm our renewed strategic focus for the…

Thank you, Adena. Good morning, everyone. My commentary will primarily focus on our non-GAAP results and all comparisons will be to the prior year period, unless otherwise noted. Reconciliations of U.S. GAAP to non-GAAP results can be found in the attachments to our press release and in the presentation that's available on our website at ir.nasdaq.com. I will start by reviewing first quarter revenue performance as shown on Page 3 of the presentation and organic growth on Pages 4 and 15. The $32 million decrease in reported revenue of $634 million was the net result of organic growth of $22 million, including 9% organic growth in the non-trading segments, and $11 million positive impact from the inclusion of revenues from the acquisitions of Cinnober and Quandl, a $50 million negative impact from the April 2018 divestiture of the Public Relations Solutions and Digital Media Services businesses and a $15 million unfavorable impact from changes in foreign exchange rates. I will now review quarterly highlights within each of our operating segments. I'll start with Information Services, which has reflected on Pages 5 and 15, saw a $19 million or an 11% increase in revenue. This was driven by $20 million or 11% organic growth, $11 million, of which, was a result of eVestment's purchase price adjustment on deferred revenues in Q1 2018. Excluding this adjustment, organic growth would have been $9 million or 5%, primarily due to Index revenues, which were up 8% and continued organic development of Investment Data & Analytics revenues. Market Technology revenue as shown on Pages 6 and 15, increased $17 million or 28%, including organic growth of $10 million or 17%, and $10 million in revenue for the acquisition of Cinnober, partially offset by $3 million negative impact from changes in foreign exchange rates. Organic growth…

Thank you. [Operator Instructions] Our first question comes from Richard Repetto with Sandler O'Neill. Your line is now open.

Yeah, hi, Adena. Hi, Michael. Good morning. So I guess the first question is just on Market Technology, strong results. Could you remind us, Michael, what the headwinds on margin, the seasonality in the first quarter comes from?

Yeah, so the headwinds on the seasonality really comes across the board overall in the different aspects of the business. So they're just with respect to some of the timing and could be with respect to specific initiatives that they're undertaking. They also had Cinnober in Q1. That's one of the factors that came into play. And as you know, we'll be realizing the synergies through the remainder of the year. And so, those are some of the factors that will have an impact on it.

Okay. That's helpful. And then, my related follow-up to Adena, on your - the TotalMarkets whitepaper, so if I had to summarize, at least what I took from it was the one size doesn't fit all for the equity markets and also you're certainly pushing the use of technology in regards to reg reform and even how you monitor markets. But I guess the question is, given the relationship that's sort of developed over the last 18 months, is this - do you think you're making - what's been the reception to your proposal and your recommendations to the regulators that you interact with?

Sure. Well, I think the first thing to note is the reception from the client. So one of the things we really want to focus on are what are the underlying causes of some of the complexities that happen, that occur in our market today, and are investors and issuers really having a good experience. And I think that that's a mixed answer. And the reason for the fact that it's not a uniform answer across large and small investors, and large and small issuers, is because of the fact that we have this kind of one-size-fits-all Reg NMS Order Protection Rule environments that exists. So we actually, before writing total markets and proposing it, we did do a lot of work in talking to clients. And there is not really a uniform view across the industry. They all come with their own views and their own perspective. But the one thing that I think did shine through is this idea of a one-size-fits-all, whether you are a $500 million market cap company or a $500 billion market cap company, that one-size-fits-all model really just doesn't work anymore. And technology, it gives us the opportunity to create market structures and changes that would give everyone the chance to have a good experience in the public market. So our view is really consistent with the overall theme of the clients. I think that when we've gone back out after writing it and talk to customers directly, I think that they're very pleased with some of the proposals. Obviously, there is some debate around some of their proposals. But that's the whole point of it. The point is to create a much more healthy and holistic debate, rather than picking a symptom and trying to do experiment on the market and have a bunch of companies be guinea pigs for an experiment, let's actually debate it as a policy matter, let's have a fulsome discussion across the clients and with the regulators, and come to a more comprehensive view as to how the market should be structured. And that's what we're trying to achieve. In terms of our dialogs with the regulators, we frankly have not yet sat down with them on a comprehensive basis and gone through this proposal. So that's something we intend to do with our regulators, with lawmakers and with our clients in the weeks and months to come.

Okay. Great, Adena. Thank you and good luck with the talks with them.

Thank you.

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

Hi, thanks and good morning. Maybe just one on the Market Tech business, Adena, you highlighted some of the wins in the quarter. And it seems like on the banker, the dealer side, there is more traction, not this quarter, but over the last few, so just wanted to get an update. I know when you guys did the strategic overview that was one of the areas that you felt like there was a lot of potential over time. I'm just - where are you maybe on getting traction with some of the clients and how has that opportunity shifted versus like the initial expectations?

Sure. I think the first thing is that the surveillance side of the technology business with the banks and brokers continues to go quite well. And that is definitely a driver of growth in this segment. As we've been trying to expand that relationships with the broker dealers into trading technologies, post-trade technologies, risk management technologies, I think that we've been getting some good traction and starting to show that there is progress against that strategy. But these decisions definitely take a little longer than we originally anticipated to get the clients to get to a final contract. The contracting process can take a while. But the good news is that we continue to see really strong demand from clients. And with each time we sign a customer and we start to work with them, I think other customers start to think, well, gosh, our infrastructure is in some cases old. And in another cases, is this really the best use of our technology team's time to focus on core, I would say core infrastructure technology as opposed to key functionality that differentiates them. And so, we definitely are having very productive conversations with a lot of banks across the world on this point, but it also takes time for them to come to these decisions. So we hope that we will just continue to make steady progress in getting new clients here.

Okay. Thanks. And Michael, just a quick one. On the data analytics, just on the eVestment business, I don't know if you can breakup, but just more curious, how much of the growth is being driven by either clients penetration kind of core growth versus some of that deferred pricing that you're benefiting from this year? Just any context around that.

Yeah. So the deferred revenue impact in 2018 in Q1 was $11 million, so you can back that out of the growth numbers that are there.

But in terms of just general eVestment progress, I think that we continue to see demand for new services that we launched, something called Market Lens towards the end of last year, and we have good pickup there in terms of new functionality and new capabilities we can offer our clients, as well as continued penetration. And geographically, we continue to make - it's a small part of the business in Asia, but it's definitely something that we're really focused on in terms of growing our presence there and in Europe. But I think that in general, though, it's really continued to work with our customers and find new customers. So work with our existing ones and new functionality and finding new customers around the world.

Okay. Thanks a lot.

Thank you. And our next question comes from Chris Allen with Compass Point. Your line is now open.

Good morning, everyone. Just wanted to ask on - maybe I missed this, on the Market Data, you had noted an adjustment for under usage - underreporting of usage for the [tape plan] [ph]. Just wondering how big of a magnitude that adjustment was.

Yeah. Within Market Data itself this quarter was - it was a larger than usual change, it was a total of $8 million in Market Data, compared to $6 million last year and $5 million last quarter.

So possibly last year first quarter?

First quarter last year, yeah.

Got it. And then just the organic growth in the non-trading segments, you posted 9% this quarter, very strong above kind of the target, that was not adjusted for the eVestment deferred revenue. I mean, is that closer to about 5.5% adjusting for that and maybe the $2 million of Market Data and that kind of a good way to think about what the core run rate is going forward right now?

Yeah. If you take out both of those items, that would be closer to that number. The eVestment itself again was $11 million, which would bring the non-trading segment growth to about 6%. And so, if you back out the additional 2%, that will get it closer to your number.

Got it. Thanks a lot guys.

Thank you. And our next question comes from Alex Kramm with UBS. Your line is now open.

Yeah. Hey, good morning. Just on the Cinnober acquisition, I think, Adena, you mentioned that your work on integration is going well. Can you just flesh it out a little bit like what have you done in terms of sales integration? What have you done in terms of synergies? Just a little bit more color on where you are in the process and what we start to expect going forward?

Sure. Yeah, thanks, Alex. So with Cinnober, we got up to a pretty fast start. So what we did when we first closed is obviously welcomed the employees to Nasdaq, made sure that we're really starting to get to know the employees, understand their organization. And really did a deep dive on their technology and data comparison of their technology stack with our technology stack, what functionality do they have that we don't have, where do they have more modern technology that we could integrate into the Nasdaq Financial Framework, where would we want to maintain some of their technology independently of our group. And so we've completed that assessment, that initial assessment. And I think that we feel very, very - I mean, really great about the technology that they have, both particularly in their clearing space in the risk management space. And so we continue to look at how we're going to integrate some of their functionality into the Nasdaq Financial Framework, such as the risk management capabilities, the clearing risk management that they have, in addition to maintaining some of their clearing technology, as its own standalone capability, because they have really great clients and some new clients that have come on to the platform. In terms of some of the trading technologies, I think that's going to be over time as clients look at renewing and moving forward over several years into the future. I think, we will start to work on integrating them more into the trading technologies that Nasdaq has. But those have been some of their early decisions we've made. Additionally, we've been working with the team very closely to understand how to integrate the teams into Nasdaq, and we've been coming up with a plan around that. And so we're starting to execute on that. So I think then lastly, the Cinnober team that's based in Stockholm will be moving into our Stockholm offices over the summer, so that we can start to have some savings on the real estate side. So we're definitely off to a good start, but there are synergies that will develop as we go through the remainder of this year and potentially even some going into early next year, just to kind of complete the effort on a cost side. On the revenue side and on the client pipeline side, they have some - they've had some recent wins in terms of new clients that we're very pleased to work with them on. And then on top of that their pipelines really interesting. And some of it overlaps, but some of it didn't, and so we're really pleased that we can follow-up on some new opportunities and that they've been surfacing over the last several months.

All right. Great. And then just very quick follow-up, on Market Data, I mean, I know there's obviously been a lot of debate around equities. And as I see we talked about this over the last couple of years. But just a quick question, I think, you actually did forego some, let's call it, typical price increases that you usually do. Can you just like put a magnitude around there like I think those numbers are small, but how much do you think you have foregone in terms of price increases this year in terms of millions of dollars or something that you think you would have otherwise budgeted from a multiyear perspective, if that makes sense?

Yeah, I mean, the first I would say is we don't actually increase price across our products every year in the market data space. We are very selective in how we look at. If we add new functionality or new - create new capabilities or add into the feeds, we will make a decision potentially to increase price at that time. So it's not that every single year we're taking a standard increase like some companies do. I think that - but in this particular year, we have decided that we're - we haven't made any significant price increases in our U.S. equities market data business, where we've been focusing on growth opportunities is really in expanding the client base there. And we continue to have opportunities here in the U.S. to expand how our proprietary data is used by our clients, in addition to geographic expansion particularly in Asia. But the price increases have not been a focus for us this year. I would just say, Alex, we don't really have like a standard amount that we hope to make every year on price increases. So we don't really have something that we've intentionally foregone. So I can't answer that last part of your question, but I can say that price increases have not been a focus for us right now, but it's not always something we do every year anyway.

Fair enough. Thank you.

Thank you. [Operator Instructions] Our next question comes from Alex Blostein with Goldman Sachs. Your line is now open.

Thanks. Hey, good morning, guys. So just a follow-up to Alex's last question, I think I guess more specifically some of the online brokers at Ameritrade, ETRADE spoke to lower Market Data run rates recently. And I'm wondering whether or not you guys have actually lowered any pricing for some of the larger players. And kind of bigger picture, ex the benefit you guys got this quarter from audits, what should you guys expect for kind of the rest of the year run rate for market data? Thanks.

Well, we don't give any sort of revenue guidance across our businesses. So I can't answer that last question. I think that in terms of, generally, we have not made any sort of price decrease decisions that are significant in our space. We obviously in the trading side, we're always working with our clients to make sure that we're managing our pricing appropriately to make sure that it's a competitive - it's a very competitive environment, both on the data and the trading side. So we really work with our clients to figure out how best to manage their experience in our markets and it's dynamic. I would say on the trading side, it's quite dynamic and it's a pretty regular process. On the data side, we've been focused much more on making sure that they can use our data in more expansive ways. We do have enterprise pricing, particularly for the retail brokers, where they have very large client bases. We'll do enterprise pricing across our market data, so as they scale their businesses, their cost can go up.

Great, thanks.

Thank you. And our next question comes from Kyle Voigt with KBW. Your line is now open.

Hey, good morning. Maybe just a question on the Oslo Børs transaction, I believe you've now taken a direct stake in the exchange. Can you just elaborate on the move? Was that kind of messaging to the Ministry of Finance to show how serious you are about the offer in the transaction? And then like a follow-up to that, just given the recommendations that were made to the Ministry of Finance for Nasdaq, as well as what we've heard publicly from Euronext, just wondering if you're any more or less confident that the Ministry of Finance imposes a two-thirds rule for ownership of that asset. Thank you.

Sure. Well, I think that the share purchase was somewhat opportunistic, because there was a particular holder that was ready to sell and they gave us opportunity to buy it. So I think that has just helped to bolster our proposal and so was an opportunistic decision. I think that with regard to our efforts there, we continue to feel very strongly that we have the strongest proposal available in terms of the strategic benefit to the Norwegian capital markets to Oslo Børs itself, to their clients in particular. And we continue to manage our relationships with the stakeholders there to make sure that they are aware of all the benefits that we can provide to the Norwegian capital markets as part of our bid. I think that with regard to the finance ministry, they will likely make their decision in the next few weeks, but they have the ability to make the decision around May 15, but they could extend it to June, mid-June. And there, we don't have any sort of inside view as to how they're evaluating it or what they might come to a conclusion on. But we we'll be excited to hear from them when they're ready.

Thank you.

Thank you. And I am not showing any further questions at this time. I would now like to turn the call back over to Adena Friedman, CEO, for any further remarks.

Sure. Well, in closing, I would like to point out that our first quarter 2019 performance was a good reflection of our diversified business, as well as our ongoing efforts to partner with our clients to deliver superior technology, trading and analytic solutions to them. Our management team and global workforce are energized and focused on delivering results against our strategic direction to re-imagine markets, and to realize the potential of tomorrow. So thank you very much for your time today.

Ladies and gentlemen, thank you for participating in today's conference. This does conclude today's program. And you may all disconnect. Everyone, have a wonderful day.