Ladies and gentlemen, thank you for standing by, and welcome to the Nasdaq Fourth Quarter 2020 Results. At this time, all participants lines are in listen-only mode. After the speakers’ presentation, there will be a question-and-answer session. [Operator Instructions]Please be advised that today’s conference is being recorded. [Operator Instructions] I would now like to hand the conference over to your speaker today, Mr. Ed Ditmire, Vice President of Investor Relations. Please go ahead, sir.

Good morning, everyone, and thank you for joining us today to discuss Nasdaq’s fourth quarter and full-year 2020 financial results. On the line are Adena Friedman, our CEO; Michael Ptasznik, our CFO; John Zecca, our Chief Legal and Regulatory Officer; Ann Dennison, our Chief Accounting Officer and Incoming CFO; and other members of the management team. After prepared remarks, we will open up to Q&A. The press release and presentation are on our website. We intend to use the website as a means of disclosing material, non-public information and complying with disclosure obligations under SEC Regulation FD. I would like to remind you that certain statements in this presentation and during Q&A may relate to future events and expectations and as such constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. Information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press release and periodic reports filed with the SEC. I will now turn the call over to Adena.

Thank you, Ed. Good morning, everyone, and thank you for joining us. Before I begin my remarks, I would like to note that we are starting the new year at the depths of the COVID crisis and we continue to focus on maintaining our employees’ health and safety while executing on our critical role in facilitating capital raising, liquidity and price discovery in the economies in which we and our clients operate. While we manage through this very challenging environment, the rollout of the vaccines provides a new hope for 2021. Throughout this health crisis, I have remained extremely proud of the resilience of Nasdaq’s business, our team and our client community. Over the past year, we have deepened our partnerships with our clients and worked together with them to ensure that resiliency of the capital markets to handle unprecedented volumes and to facilitate near record levels of capital raising across our listed companies. Capital markets and the role Nasdaq plays within them have never been more important as a critical source of funding and liquidity for innovation and job creation, including vaccine research and production as well as for funding and liquidity needed to help companies weather through this very challenging period. We remained steadfast and unwavering in our commitments to our employees, our clients and our mission as we enter 2021. My remarks today will focus on the following areas: Nasdaq’s full-year 2020 and fourth quarter of 2020 financial and business performance; the progress we have made to drive Nasdaq forward along our strategic direction and our ambitions for 2021 and beyond. Turning to our results, I am very pleased to report Nasdaq’s strong financial performance for the fourth quarter and full-year of 2020. First, for the fourth quarter, we achieved $788 million in net revenues in the…

Thank you for those kind remarks, Adena and good morning, everyone. My commentary will primarily focus on our non-GAAP results and all comparisons will be to the prior year period unless otherwise noted. Reconciliations of U.S. GAAP to non-GAAP results can be found in our press release as well as in a file located in the financial section of our Investor Relations website at ir.nasdaq.com. I will start by reviewing fourth quarter revenue performance as shown on Page 3 of the presentation and organic revenue growth on Pages 4 and 14. The $142 million increase in reported net revenue of $788 million is a net result of organic growth of $126 million, including a 27% organic increase in market services and a 16% organic increase in the solution segments, a $3 million dollar positive impact from acquisitions and a $13 million positive impact from favorable changes in foreign exchange rates. I will now review quarterly highlights within each of the reporting segments. I start with investment intelligence revenue, which increased $53 million or 27%. Organic revenue growth during the period was 25%, primarily reflecting very strong growth in our index business and positive contributions from each of the market data and analytics businesses. Annualized recurring revenue or ARR was $560 million and increased 9% compared to the prior year period. As a reminder, revenues related to index AUM and futures trading are not included in the ARR definition. First quarter 2020 operating margin of 65% increased 4 percentage points compared to the prior year period while the full year 2020 margin of 64% was 1 percentage point versus 2019. Now, looking forward to the first quarter of 2021 for index, trading activity of instruments licensed to our indexes achieved certain thresholds earlier in the year. That triggered an increase in…

Thank you. [Operator Instructions] Our first question comes from Rich Repetto with Piper Sandler. Your line is open.

Yes, good morning. First, I want to congratulate both Michael and Jeremy as they move on to the next phase of their career. But both have deep roots in the exchange space. So I congratulate both guys. So, my question is mainly for Michael. I didn’t fully understand, I guess, the drop in revenues, I think it was for an investment intelligence, but the overriding question here is really for you, Adena. It’s – when you look at the organic growth rate, I know you adjusted it up for Verafin a bit. But if you take, for example, in Investment Intelligence, the 5% to 8%, we have run at 18% and 25% the last two quarters. Is it still – I think the range is still reasonable for the run rate to your experience and especially in Investment Intelligence?

Sure. Why don’t I – I’ll actually start with having Michael just make sure he clarifies the index revenue discussion that he had of the fourth quarter versus the first quarter if you want to provide any clarification, Michael? And then I will answer the broader question, Rich.

Yes, Rich, the – I can’t go into too much detail, but basically, the way the contract works is that there are certain elevation points in the contract. And so what we want to basically try to say is that some of those reset at the beginning of each year and so depending on activity and on a comparable basis then Q1 of 2021 if it has the same mix and the same trading activity as compared to Q4, there will be a $7 million decrease in the run rate for that – in the amount for that period in Q1. Does that answer that question?

Yes, yes.

Okay, great.

Okay. Yes. And in terms of the broader question, Rich, we obviously are extremely proud of the growth that we’ve been experiencing in our Investment Intelligence segments. And we are so pleased by the level of investor interest in our indexes and we do think that our index franchise generally does lean into the future of the economy. So we are very pleased with that. I think we also are seeing solid growth across market data and the analytics businesses and that are more stable, but also just really, really strong. So whether or not you are asking whether we would change our medium to long-term outlook for the business, I think that we are maintaining our medium to long-term outlook for the business on the back of the fact that index values can fluctuate. But I also agree that as we continue to perform and we continue to see progress in the business, we will, of course, continue to update our outlook for that business.

Okay. Thank you very much.

Sure.

Thank you. Our next question comes from Dan Fannon with Jefferies. Your line is open.

Thanks. Good morning. My question is around the Market Tech segment. So if you could discuss the order intakes, the decline kind of quarter-over-quarter and year-over-year. I know you have mentioned kind of COVID and some delays in implementation, so maybe discuss that? And then in the context of the charge and then what that means as we think about the margin for that business going forward as you kind of restructure that contract and the progress and the growth in margin that you’ve talked about over a multi-year time period, does that accelerate this as you kind of reset the bar for some of the more unprofitable contracts?

Okay, great. Thanks. So on order intake, I would say that the primary driver of a lower order intake for 2020 has been the impact of the COVID situation. When we think about our engagement with our clients and particularly for those that are taking on some very significant projects with us, I think there are two things that come into play. First is the fact that many of our market infrastructure operator clients have been really, really focused on managing the capacity and resiliency in this year where they have all experienced very high volumes. And we are very proud of the fact that our technology has served them well, but they have been more focused on the here and now and some of the projects that they have been planning to do and planning to work with us on early in the year were temporarily put on hold. So we are starting to engage more productively with them as they start to think through the future. I am going into 2021. But I definitely think that was part of it. And then the second thing is that when we are engaging with new clients and we did sign, as we mentioned, we did sign 29 new clients in 2020. But it is important, in some cases, particularly with the larger ones that would drive the order intake number that they have a lot of engagement, including in-person engagement and that’s been much harder this year. So, some of those projects again have just had elongated sales cycles. So, I think it really has been a COVID impact on order intake, primarily. In terms of the margin going forward, I think the way to look at that particular situation was, it is an isolated situation. We have had actually – we have signed over the last five years 38 new clients that would be in a similar situation where they have very - they have large scale contracts, we do quarterly reviews, we have a steering board internally to track and monitor the projects and this is the only one in which we are seeing a situation where we have a loss. But in that particular case, we are recognizing that loss now, which then for the remaining life of the contract means, we will not recognize a loss, assuming it goes according to our expectations. I think though that - but it doesn’t accelerate the margin. It just – it makes it, so that this one isolated situation doesn’t have a negative impact on the margin going forward. I hope that answered your question, Dan.

Yes, thanks.

Okay, great. Thank you.

Thank you. Our next question comes from Brian Bedell with Deutsche Bank. Your line is open.

Great, thanks. Good morning. Maybe just a quick two-parter there. Just Listing Services obviously very strong, just wanted to get a better handle on the - I know there could be episodic movements in that line on a sort of quarterly basis in terms of how the revenue is calculated, but given the very strong environment that we have seen, maybe just sort of an outlook as we come into 2021 on the revenue side of that? And then I missed part of the Verafin revenue expectation if you could just clarify, Michael, I got the $35 million of deferred revenue, which if you could just clarify if that will be included in your adjusted results and a contra revenue for 2021 for Verafin and then to reiterate the top line that you mentioned for Verafin in 2021? And congratulations by the way as well.

Thank you. Yes, great. Thanks, Brian. I will answer the listings question and I’ll turn it over to Michael for the Verafin question. On the listings side, I think that if you think about the key drivers of recurring revenue in that business and much of the revenue is recurring in that business, having recently mentioned the fact that we had a net increase of 8% in terms of total listings on that business year-over-year. We spend - if that’s the exit rate, that becomes the entry rate for 2021. So – and as you know, we collect fees annually and we collect them in the beginning of the year. So, I think that, that’s one thing to think about in terms of the fundamental drivers of the business. I think the second thing is that as we look at our SaaS businesses, our IR services, particularly, our IR technology and board portal business as well as the one report system, those are all kind of what I would call reoccurring contracts, many of them are multi-years, some of them, many of them, of course, recur year-over-year. And so if you have a higher exit rate for last year 2020 and therefore you have a higher entry rate for 2021 that obviously occurs for benefits. But you are right that there are some revenues on what we call our advisory service, including our ESG advisory services that are project-based. And so that revenue is more that we might have a one-time project, we might have recurring projects, but that part of the revenue is a little less recurring. So hopefully, it gives you a sense of how to think about the fundamental drivers of that business as we go into 2021. Why don’t we turn it over to Michael on the Verafin question?

Yes, thanks Adena. So, on Verafin, we said consistently what we said when we announced the transaction that the 2021 revenue we would anticipate to be in excess of $140 million. But there is the couple of adjustments and the first adjustment is that obviously we will have to adjust that for the timing of the closing which we do anticipate to be in Q1. So, the 140 is a full year number and so we just have to prorate that accordingly for the amount and once we close the transaction. Secondly, we currently estimate that the purchase price address from either deferred revenue which will be reflected in our results will come off of that $140 million or the prorated $140 million in the first year as well. And so we estimate that there will be a $35 million reduction to that adjusted number in the first year of results.

And that eliminates for 2022 right, so we go back to the 140 plus – the 30% growth rate or whatever we have for Verafin in ‘22.

Well, it’s technically over the first 12 months or so and again, we are finalizing the adjustments, we will be able to provide more updates on that in the next quarter results. So we will be able to fine tune that number a little better, but it’s over the first 12 months. So, it could flow into 2022, but only really through Q1 since we expect the transaction to close in the first quarter.

Great. Thanks very much and congrats again, Michael.

Thank you very much for the questions.

Thank you. Our next question comes from Alex Kramm with UBS. Your line is open.

Hey, good morning, everyone. I think just a few cleanup questions here on – I guess investment intelligence. On the index business, can you just give us the breakdown between trading and AUM? And then, on market data specifically audit fees and why the sequential decline in that line? That’s it for me. Thanks.

Sure. So, I think on the index side, what we generally look at Alex is how much of their revenue is coming from AUM driven versus other and other is the futures trading as well as the data that comes – the index data. So when we kind of evaluate that business, we say about two-thirds of the revenue comes from AUM and about a third of the revenue comes from the futures and the data. The other thing we have said in the past is that the futures revenue could be a range of 10% to 20% of the overall. And I think that if you look at the fourth quarter, it was those numbers are generally accurate. And as obviously, every quarter, the futures revenue will fluctuate a little bit, but those types of ranges are the right way to look at it, including the fourth quarter. In terms of the market data side, I think that what we call revenue from previously unreported usage, it was up $2 million year-over-year in the fourth quarter, but was actually was lower for the year versus 2019 and so the fact that continued to show a nice performance in market data even with the lower revenues from that particular activity, I think is a testament to the strength of the business.

Yes. Just the actual number was $7 million for the quarter, Alex in the market data and again, really it’s coming from sales of the product to new clients is one of the big drivers of the market data business.

And by the way, so you are not going to be more specific on the index breakdown last couple of quarters, you gave us some pretty exact numbers. You are going to stop doing that?

Yes, I think we said that last quarter that we wouldn’t necessarily provide that on a regular basis going forward. And so the two-thirds numbers is the number to keep in mind.

Fair enough. Thanks, guys.

Thank you.

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

Yes, good morning, everyone. I just wanted to touch on the sequential strength in market technology it’s usually a seasonal impact from change requests, but a little bit surprised just given kind of the current environment, just from activity perspective, from your client activity perspective, and just some of the challenges of doing kind of one-off things. So any color there would be helpful?

I think in terms of – I mean, as you know the change request revenues and kind of the change requests and other revenues there do reflect some short-term work that we do for our clients as well as other adjustments we make to agreements that can accrue to our benefit in the third quarter. So I think that those types of revenues just as they do fluctuate, the fourth quarter tends to be a higher quarter for us as people plan for us to do things before the end of the year and as we frankly work with clients to try to get commitments out of them before the end of the year. So that tends just to be a higher number for any particular – at the fourth quarter has to be the highest quarter. I am not sure if there is anymore color to get on that, Michael.

Well, I think if you look historically, that is very consistent that the fourth quarter from a seasonality standpoint is the highest and it really is driven by change requests, even if things are later this year relative to others in the full year concept on a full year basis relative to Q3, Q4 is always the highest quarter.

Got it. Thank you.

Sure.

Thank you. Our next question comes from Ari Ghosh with Credit Suisse. Your line is open.

As you know, Michael, I just have another quick one on market tech I think you noticed that in segments you continue to see some impact as a result of the pandemic. I was wondering if you could maybe talk about let me say a specific region on client side that’s getting more impacted as a result of this? And any sense of that you think? And then with regard to Verafin, again, that was added in just yet, but is there any sense or any color that you can provide if Verafin is facing similar pressures or there is anything unique about that business where maybe it’s not as impacted? Just I am thinking about that run-rate of 30% of revenue growth that’s in there, should we expect that to continue? So, just any color there would be great? Thanks.

Sure, yes. So I think that if we look at the overall market tech business, you have got the market infrastructure operators and then we have our banks and brokers clients. And so I think it’s important as I mentioned in my comments that it’s really in the market infrastructure operator segments that we saw slowing of sales as well as the elongation of some of the significant projects. And I think that as we think about our engagement with those clients, as I mentioned also one of those clients really focused much of the year on their immediate needs to make sure that they were managing to capacity and resiliency in managing to current trading levels. And so if they were planning to do some enhancements or changes or upgrades, they kind of put those plans on hold. I think also, they know that as they go forward with those plans, they want to be able to have the right focus from their customers and their customers are also dealing with these elevated trading volumes. So, to put on them an upgrade in the middle of that, I think was also something they were hesitant to do. So as we exited 2020 and we are starting to – we are starting to see more engagement from those clients saying, we can’t put these things off wherever and that’s starting to engages us, but I would have to say still is not at the levels that we are experiencing before COVID I think last year. I think also some of the new markets clients that were very active and engaged with us are continuing to engage with some of them have hit funding issues or just as they are looking at launching their products or waiting until more normalized environment.…

That’s great. Thanks so much. Congrats, Michael.

Thanks, Ari.

Thank you. And as a reminder, please limit yourself to one question only then re-queue for any follow-ups. Our next question comes from Mike Carrier with Bank of America. Your line is open.

Good morning and thanks for taking the question. Just on the expected guidance for ‘21 are there just any clarifications on getting to the strong year in ‘20. I think maybe you mentioned 30% from FX just wanted to get the assumption around that. And then if we do give in your backdrop where we see some slowdown in index and listings just given the strong growth that you guys you guys have seen, how much flexibility is there in the expense base related to maybe those businesses.

So, the 3% of FX is really a combination of the weakening of the dollar relative to the SEK and the euro. And we – in the guidance that we provided, we are really looking at kind of current spot rates is how we develop those estimates and that’s where we come up with the delta there, but it has been fairly significant relative to the average for last year. And then there is always ability to make some level of adjustments. I think it’s important that we want to continue to invest in the business and continue to grow it for the future, which is where a lot of our investments are is to build those new products and capabilities. But obviously, if they are – as you saw the fourth quarter where we had some increases in marketing spend and some other comp related items then periods where things were slowed down, then there are certain factors that will adjust accordingly, but I don’t want to take away from the required investment going forward.

Okay. Thanks a lot.

Thank you. Our next question comes from Ken Hill with Loop Capital. Your line is open.

Hi, good morning. I wanted to come back to the corporate platforms growth that was so strong in the quarter, I know you called out a number of items there, but kind of thinking about particularly like the listings business going forward with IPOs getting so much attention also from a SPAC activity perspective that’s really picked up. Can you comment on what you are seeing there in your pipeline and then maybe some of the impacts on SPAC and how that might kind of how it impacts your – not only your trading and your listings business, but also maybe Nasdaq private markets how to think about that? Thanks.

Sure. So I think that it’s worth noting that of the 316 IPOs that we have last year, I believe, 184 of operating companies and we had – we were actually very proud of the fact we had an 82% or 86% win rate for this company’s listings as well and then the remainder was back. And as we go into 2021, we are continuing to see a very healthy activity level in terms of listings of both operating companies and SPACs, particularly SPACs. But I think that when we look at our pipeline, we have a longer view of operating company potentials versus SPACs. SPACs tend to come to market quickly tend to engage with us quickly and we don’t have as much line of sight. So, we probably really only have some level of understanding of the demand for SPACs in the first quarter. And then our line of sight really diminishes, I think with our operating companies who tend to have a little bit of a longer view. So, my answer to the question is that we have a very active pipeline in both SPACs and operating companies. And I would say, SPACs for the next several weeks probably and in terms of we don’t see beyond that. And with operating companies, we certainly see a healthy pipeline through the first half of the year. And then we will have to see how the markets continue to develop. But as you know, the market and the performance of the market does have an impact on when companies tend to go out. So, assuming a benign market environment, we should have a pretty healthy first half.

Got it. Thanks. Just I guess anything to think about from an asset private market perspective as it relates for so many companies coming public let’s say?

Well, I mean, for as many companies that are going public, there are still thousands of private companies. And as we said, even with a really active IPO environment last year, we had 90 private market programs and it was a record for us. So, I think that we shift in that there is just a lot of companies out there. Some of them are ready for the public markets and some are preferring to stay private and the great thing is that Nasdaq has the ability to serve both of them.

Got it. Thanks very much.

Thank you. Our next question comes from Chris Harris with Wells Fargo. Your line is open.

Great, thank you. So, you mentioned private markets as being a contributor to the increase in corporate platforms revenue. Can you remind us what the revenues are in private markets today? And then should we assume that most of those revenues are variable or is there a recurring component to that too?

Alright. So, first of all, we don’t disclose specific revenue related to Nasdaq private market. It is part of the listing sub-segments that we don’t separately disclose that. So we can make that available to you. But I would say that the nature of the revenue is primarily variable, you are correct. It’s basically – you got paid for the programs that we execute on behalf of our clients, the tender program. So, it is not as recurring in nature as the listings business is, but the quantum of that is it’s a very – it is a small percentage of our listings business overall, just to say.

Got it. Thank you.

Our next question comes from Alex Blostein with Goldman Sachs. Your line is open.

Great. Hey, good morning, everybody. Quick question about Verafin, I guess one clarification around how much in Verafin expenses do you guys have embedded in your 2021 OpEx guidance obviously take into account that it’s a partial year? But also bigger picture as you guys are getting little closer to closing the transaction, can you provide some color on sort of customer feedback you are hearing I know part of the rationale was some pretty compelling cross-selling opportunities and what kind of growth you guys expect for Verafin’s revenue once the deal closes for, I guess, both revenues and expenses?

Sure. So, Michael, do you want to take the first part?

Yes, sure. So we are breaking out that Verafin explicitly, but what I can do is reiterate the comments we made when we announced the acquisition which was that Verafin was offering about 26% EBITDA margin and so you can take that into account and estimate the amount that you will put towards Verafin and then obviously you have to adjust it for the year. So, then Adena, the remainder?

Sure, yes. So as we engage with our clients, actually, their clients and our clients have been very positive. So I think that if we think about the Tier 1 and Tier 2 banks that we serve with our anti-financial crime technology, particularly our surveillance technology, we have had a lot of good calls from clients saying want to learn more. It’s just a product that could apply to us how are you going to integrate that in with your capital markets offering etcetera? So these are great questions to be getting from our customers before we even closed the deal. I think as we mentioned when we announced the deal, there is a journey to take with Verafin to continue to advance the product to get them ready to sever the largest banks in the world, but that is obviously our mission and our joint vision for the business. And so that will be an area, our significant area of investment and our primary area of investment is to continue to advance the platform to be able to serve the largest banks over time and that’s a big part of why we bought it. So it’s great to know that our clients are very interested in engaging with us from already. I think the second thing on their clients is I think they do appreciate us as a high integrity player we have obviously a strong presence in the market, we have a strong balance sheet, we have the ability to really manage the business together. And I think that they are very pleased with us as the partner to Verafin going forward.

Great. Thanks.

Thank you. Our next question comes from Owen Lau with Oppenheimer. Your line is open.

Good morning and thank you for taking my question. Could you please talk about the traction of cybernetics on the buy-side surveillance and the latest development of the Market Abuse Regulation in Europe? Is it still on track compared to your original expectation? Any more color would be very helpful? Thank you.

Sure. Yes, with the Market Abuse or what we call MARs, that is definitely been – it has been over the last few years, actually a good catalyst for our sales of our surveillance solutions to the brokerage community, and also as the buy-side has been managing through that change, it also definitely opens doors to conversations in sales for the cybernetics or what we’re now calling our buy-side surveillance solution. We are making good traction with the buy-side surveillance solution in terms of sales, and it’s been, I would say, that we’ve had a relatively good momentum year there. But it’s still a very small part of our business. So – and it a small acquisition, and it continues to be an area where we are making sure we are tailoring it to the needs of the buy-side, I would say, that the original product was – is a great product, but wasn’t quite tailored to what the buy-side specific needs were. So, we have spent the last couple of years really engaging with customers and making sure that we have a solution that really meets their needs, and now we’ve had more sales momentum. But it continues to be small, but we’re optimistic there.

Thank you.

Thank you. And that’s all the time we have for questions today. I would like to turn the call back to Adena Friedman for any closing remarks.

Great. Thank you. Well, in closing, Nasdaq’s fourth quarter and full year of 2020 performance was solid and we are starting 2021 with strong momentum. And our leadership team remains focused on executing our technology led strategy to deliver for our stakeholders and I look forward to our continued discussions throughout the year on the progress that we will be making against those strategic priorities. So thank you very much for your time today.

Ladies and gentlemen, this concludes today’s conference call. Thank you for participating. You may now disconnect. Everyone have a great day.