Nasdaq, Inc. (NASDAQ:NDAQ) Q1 2024 Earnings Call Transcript

Nasdaq, Inc. (NASDAQ:NDAQ) Q1 2024 Earnings Call Transcript April 25, 2024

Nasdaq, Inc. misses on earnings expectations. Reported EPS is $0.63 EPS, expectations were $0.65. Nasdaq, Inc. isn’t one of the 30 most popular stocks among hedge funds at the end of the third quarter (see the details here).

Operator: Good day and thank you for standing by. Welcome to Nasdaq’s First Quarter 2024 Results Conference call. At this time, all participants are in the listen-only mode. After the speakers’ presentation, there’ll be a question-and-answer session. [Operator Instructions] Please be advised that today’s conference is being recorded. I’d now like to hand the conference over to your first speaker today to Ato Garrett, Senior Vice President, Investor Relations. Please go ahead.

Ato Garrett : Good morning everyone. And thank you for joining us today to discuss Nasdaq’s First Quarter 2024 Financial Results. On the line are Adena Friedman, our Chair and Chief Executive Officer; Sarah Youngwood, our Chief Financial Officer; John Zecca, our Chief Legal Risk and Regulatory Officer, and other members of the management team. After prepared remarks, we’ll open the line for Q&A. The press release and earnings presentation are on our website. We intend to use the website as a means of disclosing material non-public information and complying with disclosure obligations under Regulation FD. I would like to remind you that certain statements in this presentation and during Q&A may relate to future events and expectations and constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Actual results may differ materially from these projections. Information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press release and periodic reports filed with the SEC. Further, any references to organic growth will exclude the impact of changes in FX rates and the impact of acquisitions and divestitures, which this quarter is substantially all related to AxiomSL and Calypso. The financial results of these businesses are included in Solutions Revenue within the Financial Technology division. Also, please note that we will discuss certain financial results on a pro forma basis, which means that we are showing the results as if we included Calypso and AxiomSL results in the first quarter 2023 and excluded the impact of changes in FX rates.

Reconciliation of US GAAP to non-GAAP results can be found in our press release, as well as in a file located in the financial sections of our investor relations website at ir.nasdaq.com. I will now turn the call over to Adena.

Adena Friedman : Thank you, Ato, and good morning, everyone. Thank you for joining us. Today my remarks will cover the following areas. Our outlook on the external environment, as well as highlights from our first quarter financial and operational performance, including innovation milestones and key progress updates in our Cross-Sell efforts and synergies. I will then turn the call over to Sarah for a review of our financial results. I’ll start with our outlook on the current economic environment. Recent data, including sustained consumer spending and labor force strength, suggests that the US Economy remains resilient, despite heightened geopolitical risks and a higher cost of capital. The US markets are generally performing well, reflecting that economic resilience, as well as the potential future productivity benefits that derive from the adoption of generative AI and other sector-specific performance trends.

This strength in the US economy has US growth projected to outpace other advanced economies. As such, economists continue to expect the soft-lending in the US. Although other advanced economies are seeing slower growth, recent data shows improvement in manufacturing and services, particularly in Europe. Global inflation has trended sharply lower over the last year, although it is starting to show some signs of persistence, as it moderates globally. Markets are still expecting rates to begin to decline later this year in most major markets, which will be a positive for corporates and for the real estate sector, including new home buyers. With the strength of — in the markets, we’ve begun to experience an uptick in IPO activity. In the first quarter, the US markets welcomed 39 operating company IPOs, the most in two years, highlighted by 9 IPOs with market caps in excess of $1 billion.

Additionally, as we referenced in our most recent Nasdaq IPO Pulse Index, we’re seeing five out of six leading indicators of future IPO activity continue to improve, suggesting an improvement in the US public equity capital raising environment over the coming months. As we look towards the remainder of the year at Nasdaq, we see a healthy pipeline of exciting companies preparing to enter the public markets, but their timelines will be dependent upon continued strong economic and market performance. Taking a closer look at Nasdaq’s business environment, we continue to capitalize on attractive opportunities for sustainable growth through our diversified business platform that is well-positioned to succeed through economic cycles, as evidenced by our solid first quarter performance with double digit growth in our solutions revenues.

We’ve aligned our business against key industry shaping mega trends, the modernization of markets, the transformation of the investment landscape, the drive towards sustainability, and increasing financial services investment in resilience and risk management, where we are uniquely positioned to capitalize on strong, sustained client demand, which we’ll cover throughout our call today. Before we move on to our financial results, I want to mention Borse Dubai’s recently completed secondary offering of Nasdaq common stock. Specifically, Borse Dubai sold a position of their stake representing approximately 5% of Nasdaq’s total shares outstanding. The secondary transaction price on March 19th and closed on March 22nd with strong investor demand resulting in an oversubscribed transaction.

Following the transaction, Borse Dubai continues to hold just over 10% of Nasdaq’s total shares outstanding. Additionally, Essa Kazim, the Chairman of Borse Dubai, will continue as a valued member of Nasdaq’s Board Of Directors. Our relationship with Borse Dubai is multifaceted, spanning many years, and Nasdaq continues to be a trusted technology provider and brand partner, for Borse Dubai. We look forward to their continued support as a shareholder of Nasdaq, as their insights and contributions have and will continue to shape our path ahead. Turning now to our financial results, I’m pleased to share Nasdaq’s solid financial performance for the first quarter of 2024 with strong double digit growth in solutions revenues. In the first quarter, we achieved $1.1 billion in net revenues, an increase of 7% compared to the prior year quarter on a pro forma basis.

We delivered 13% pro forma revenue growth across our solutions businesses during the quarter. In addition to strong performance across our Financial Technology division, our Index Business had a stellar performance in the quarter. Our annualized recurring revenue, or ARR, increased 7% year-over-year on a pro forma basis to $2.6 billion. Across the company, we supported revenue growth and continued investments while delivering a 53% operating margin for the quarter. This represents a 1 percentage point of operating leverage against the prior year quarter both on a pro forma basis and when excluding Adenza. Our solid performance in the first quarter of 2024 illustrates our continued ability to execute against our strategic vision, delivering value and growth to our clients and shareholders amid a dynamic operating environment.

Now let’s review the highlights of our operational accomplishments and client successes by division, starting with Capital Access Platforms. In the Capital Access Platforms division, we delivered 15% growth, highlighted by outstanding performance in our Index business. With the strong close to 2023 and subsequent market rally at the beginning of 2024, our Index business had an exceptional momentum in the first quarter. The Nasdaq 100 reached record highs multiple times during the quarter. And we’re pleased to announce that our Index business overall crossed the $500 billion threshold in ETP AUM for the first time during the quarter, finishing the period at $519 billion. Over the last 12 months, we saw $46 billion of net inflows, including $21 billion just this quarter alone.

We also worked with clients to launch 29 new products tracking Nasdaq indices, demonstrating our steadfast focus on innovation and global distribution. This momentum contributed to our Index business delivering 53% growth, which represents 38% year-over-year core revenue growth in the quarter, as well as a one-time item that Sarah will describe. This quarter also marked the 25th anniversary of the Invesco QQQ ETF, representing more than two decades at providing investors with access to some of the world’s most innovative companies within our Nasdaq 100 Index. In addition to this milestone, we were honored to be named the Index Provider of the Year by etf.com, which further validates our efforts to improve investor outcomes through product introductions, innovation, performance, and support.

Our data and listings business was up 1% year-over-year, as global growth in our data business was offset by headwinds from delistings and a muted IPO environment. In the first quarter, our US listings business achieved a 69% win rate when considering Nasdaq eligible operating company listings. In total, we welcomed 22 operating company IPOs, raising nearly $4 billion in proceeds, including Kaspi.kz, Astera Labs, and Bright Spring Health. In addition, four companies representing $9 billion in market value switched their listings to Nasdaq during the quarter, including SAIC. In our data business, we continue to make progress with the signing of new customers to enterprise agreements with additional growth driven by our international expansion strategy, reflecting the importance of creating a frictionless data experience with multiple delivery capabilities for our global client base.

Turning to our Workflow and Insights business, which grew 4% year-over-year, we saw continued weakness in corporate solutions, as lower sales in 2023 will continue to have an impact on our financial performance in 2024. While our sales cycles have been starting to improve over the last six months, they continue to be meaningfully longer than what we experienced in 2021 and the first half of 2022. New sales are also impacted by a persistent slower IPO environment. We are generally able to demonstrate the value of our IR and ESG solutions beyond the complimentary IPO package to newly listed companies once they’ve had a few months to experience the rigor of the public market. While we’re encouraged by the early signs of an improving IPO environment, any IPO market improvement that we may experience in the coming quarters will take time to translate into improving sales and revenue results for our Corporate Solutions business.

In our analytics business, we achieved high single digit growth in the quarter and we continued to deepen our strategic alliance with Mercer, one of the largest global investment consultants. During the quarter, Mercer incorporated our new eVestment ESG analytics for asset manager diligence and insights into their assessment process. We’re excited about this expansion and see additional opportunity to deepen and expand our partnerships with the asset management community going forward. Across both Analytics and Corporate Solutions, our proprietary data remains a strategic differentiator. For example, in Analytics, we continue to develop innovative data products in our data link offering that are attractive to traders and the investment community, and we have solid growth in our Market Lens product offered through our eVestment platform.

We’re also focused on enhancing our products through the use of AI. In Corporate Solutions, we’re advancing Nasdaq BoardVantage with AI-powered workflow tools and our collaborating with Microsoft’s iconic AI incubation lab on a series of planned AI enabled features. As part of this partnership, we’re launching a new capability that creates executive summaries for board members and supports Corporate Secretaries in preparing and summarizing board documents. We’re currently testing this feature with clients in a beta release. Turning next to the Financial Technology Division, we delivered 10% growth in the quarter. Overall, we’re encouraged with a very strong client response and engagement across the new division, which further reinforces our view that our clients are looking for strategic partners that can help them navigate the complexities across the financial system and operate more efficiently.

As part of the transition of the Calypso and AxiomSL businesses to Nasdaq, we hosted our first ever financial technology conference in New York City earlier this month. The event brought together more than 170 clients from over 80 accounts. Feedback from the clients is positive, highlighting their belief that Nasdaq is the right owner and a trusted partner that will invest in Calypso and Axiom offerings to fuel both the next wave of modernization and help them mitigate, manage, and capitalize on today’s environment. Through the event clients were educated on the Nasdaq organization, the product roadmap strategy for the AxiomSL and Calypso offerings, and on Nasdaq’s comprehensive suite of solutions. This has created new commercial conversations that the team is currently pursuing.

Now let’s turn to our performance highlights, starting with our Financial Crime Management Technology business, where we achieved 23% revenue growth and 24.5% ARR growth over the prior year quarter. We advanced our leadership position among small and medium-sized financial institutions, signing 28 new clients during the quarter. As a reminder, the fourth quarter is our biggest bookings quarter each year, and we have a strong pipeline of sales targets to execute on, as we progress through the year. We also continue to advance our fight against financial crime with the full production launch of the first of our AI copilot tools that we’re calling Entity Research Copilot. This tool, which is offered through the Bedrock platform at AWS, offers fully automates workflows with generative AI to improve investigator efficiency.

By automating tasks related to research, summarization and documentation, Verafin offers significant efficiency gains that allow banks to scale their crime-fighting efforts without increasing headcount and enables them to shift resources and investment to higher value activities and more complex investigations. We’re encouraged by early user results, which showed these enhanced solutions, through these enhanced solutions, Verafin delivers up to a 90% reduction in alert review time for investigators compared to legacy approaches. We rolled out this new capability in Verafin through a beta program in the second half of last year and we announced this week that we’re moving to full production and rolling out availability to all of our bank clients.

Next I’ll discuss the capital markets technology which is comprised of our trade management services, market technology and Calypso businesses. Overall capital markets technology grew 6% year-over-year with 9% growth in ARR. Calypso had a particularly strong performance with total revenues and ARR growth both demonstrating strength in client demand for our solutions. Calypso had 25 upsells and one new client sale during the quarter. While we’re early on our journey of unlocking the cross-sell opportunities across the division, we executed on an opportunity with a client who was looking to adopt a data connector between Calypso and AxiomSL, which highlights the synergies between these two products. Market technology had a more challenging quarter, largely due to a tough comparable quarter in 2023.

We experienced solid growth in ARR, but a decline in revenue from professional services, primarily because of a significant delivery fee that we received in the first quarter of 2023. Within market technology, we accelerated our strategy to modernize markets by bringing leading technologies to our customers. We signed agreements to upgrade three matching engine clients to our next generation platform during the quarter. And we launched a large global clearing and custody provider to the Nasdaq risk platform. Let’s turn now to our Regulatory Technology business, which is comprised of our AxiomSL and surveillance businesses where we delivered 11% growth. Our AxiomSL business experienced strong sales and renewals throughout the first quarter. The product had 20 up-sells during the quarter and one new client sale.

With the up-sells, we had three new ESG sales to G-SIB clients. In our Surveillance business, we had 26 up-sells and 5 new client sales during the quarter. Across the business, we saw continued cloud adoption with 55% of total [NTS] (ph) clients now in the cloud at the end of the first quarter, which represents an increase from the end of last year. As we reflect on the Financial Technology Division’s first full quarter, we’re very pleased with our financial and operational performance. We delivered revenue growth in-line with the medium term outlook that we announced at Investor Day with strengths across many areas of business, as well as continued innovation in our product offerings. Since the formation of the Financial Technology Division, we’ve executed on six cross-sells, including one this quarter, highlighting the strength of our One Nasdaq go-to-market approach.

In addition, we have multiple cross-sell campaigns underway, and we’re pleased with the growing share of cross-sell opportunities within our pipeline. As such, we’re showing early progress towards our 2027 $100 million plus cross-sell target. Moving to market services, where we’re navigating a complex market backdrop, particularly against a strong 2023 first quarter comp. We’re experiencing 9% decline in revenue. The US options business had a lower revenue quarter due to lower volatility compared to the prior year quarter which included turbulence in the banking system, as well as increased competition in US options from new entrants and shifts in retail activity resulting from the lower volatility profile. Despite these headwinds, Nasdaq maintained its market share lead over the number two operator in US multi-listed equity options, and our proprietary US Index options products, notably NDX, continued to gain strength with record revenues, volume, and share.

In the Nasdaq stock market, we’re also pleased to confirm the launch of Dynamic M-ELO, which commenced its rollout across symbols on April 15th with the rollout scheduled to be completed by mid-May. As we’ve discussed previously, Dynamic M-ELO is the first SEC approved AI powered order type designed to improve fill rates and create greater efficiency for our investors. In Europe, where overall market liquidity continues to be challenged, we were able to maintain strong share and capture across our equities, derivatives, and fixed income markets as we continue to add value to our clients through our data analytics and new trading products. We also continue to advance our efforts to bring transparency to nascent markets. Early in the second quarter, Puro.Earth released a new report tracking the rapid expansion of global carbon removal markets over the past years.

With Puro.Earth, as well as our carbon market technology, we experienced strong growth in volumes and revenues as the market continues to mature with greater supply coming online. And we’ve remained well-positioned to capitalize on growing demand for carbon removal credits by bringing much needed transparency, standardization, and registry services to this emerging space. As we move forward, we are focused on retaining our leading market position across all of our markets and continue to build on the strong growth that we’ve seen in our proprietary NDX options products and in Puro.Earth. To wrap up, we’re pleased to deliver another quarter of solid results that were in line with the medium term outlook we provided at Investor Day. In Nasdaq’s core businesses, we delivered well in what we can control within a tougher market environment, including a continued muted IPO environment and lower market volatility.

Across our solutions businesses, we delivered double-digit revenue growth, including strong financial technology results and exceptional index performance. Within Financial Technology, our recent acquisitions of AxiomSL and Calypso, as well as Verafin, continue to progress well and remain in-line with expectations. With our top-line performance combined with continued expense discipline, we maintain our exceptional margin profile for the company. All told, our performance underscores the durability of our business model and our ability to deliver growth across uncertain environments. With that, I will now turn the call over to Sarah to review the financial details.

Sarah Youngwood : Thank you, Adena, and Good morning, everyone. Turning to our financials. My commentary will focus on non-GAAP results and year-on-year growth rates and operating margins will be provided on a pro forma basis unless noted. You can find all the same metrics on an organic basis throughout the earnings presentation. Turning to our first quarter results on Slide 10. We reported net revenue of $1.1 billion up 7%, with solutions revenue of $871 million up 13%. Operating expense was $524 million up 5%, resulting in an operating margin of 53% up 1 percentage point and with EBITDA margin at 56%. Overall, this resulted in diluted EPS of $0.63. Turning to Slide 11, with pro forma revenue growth of 7% for the quarter. As you can see in the last [bar] (ph) of the chart, results included a $16 million one-time revenue benefit related to a legal settlement within Index, tied to the recoupment of revenue.

Excluding this, total net revenue increased 6%. And on a net basis, the 6% was Alpha performance. Overall, beta factors were neutral this quarter, with Index Market Performance primarily offset by the impact of delisting in capital access platforms and lower volumes in market services. The 6% of Alpha included 5% growth from our existing clients, and a strong 3% from new clients, cross-sell and other product innovation with churn at a low 1% level and a 1% decrease from market share and capture in market services. Turning to slide 12, ARR totaled $2.6 billion, up 7%. As you recall, ARR excludes most of Index. We had 12% growth in FinTech with strong contributions from each of the three subdivisions and 1% growth in Capital Access platforms with strength in analytics partially offset by the impact of delisting, the slower IPO environment and related slower sales in corporate solutions.

Annualized SaaS revenue totaled $932 million, up 16%. SaaS was 36% of ARR, up 3 points on a pro forma basis. Let’s review division results for the quarter, starting on Slide 13. In Capital Access Platform, we delivered revenue of $479 million, reflecting growth of 15% or 12% excluding the one-time benefit I mentioned. Index revenue increased by 53% or 38% excluding the one-time benefit. We achieved record highs in ETP AUM averaging $492 billion during the quarter, which is roughly $150 billion higher than the prior year period average. This includes strong market performance, as well as higher futures trading volume and capture. Importantly, we also had net inflows of $46 billion in the last 12 months, including $21 billion this quarter. This performance is the result of strength of our data, brand, and the relevant and innovative products we have launched over many years.

Licensing revenue for futures and options contracts linked to the Nasdaq 100 index also had high-teens growth, reflecting higher futures and options trading volumes up 5% driven by growth in micro Nasdaq 100 futures contracts, as well as the positive impact from higher capture rates of our partners. Moving to data and listings, where revenue was up 1%. Within listings, the benefit of 2023 IPOs and pricing was offset by the $10 million impact of last year’s delisting and downgrade. The roll-off of prior year’s initial listings revenue didn’t have a material impact this quarter, but will increase during the year. Within data, we continue to see global expansion driven by international demand, mostly offset by normal levels of [client share] (ph).

Workflow and Insights revenue increased 4%. Within this, analytics grew high single digits, reflecting our continued ability to monetize the value of our data across the investment management and trading community. Our proprietary data is key to our Alpha generation throughout Nasdaq and within Analytics we provide valuable client insights through eVestment and data link. The strength in Analytics was partially offset by Corporate Solutions, which was flat in the period. As we continued to see elongated sales cycles at levels comparable to the fourth quarter of 2023, as well as fewer sales opportunities due to the challenging listing environment. In total, ARR for Capital Access Platforms was $1.2 billion for the quarter up 1%, with Alpha growth from pricing, upsells, and new clients, mostly offset by de-listings and the continued impact of slower sales cycles among our corporate clients.

The division’s operating margin was 58% for the quarter. Excluding the one-time benefit, the margin was 57%, up 3 percentage points. The increase was driven by higher revenue, partially offset by inflation and growth-oriented investments. Looking forward to the full year 2024 revenue, due to the market backdrop negatively impacting corporate solutions, We expect growth in Workflow and Insights to be below its medium term outlook, whereas the strength in our Index business gives us confidence that within 2024, we can perform above our medium-term outlook. Taken together, we continue to expect our 2024 performance to be within the overall revenue outlook for the Capital Access Platforms Division. Moving to Financial Technology on Slide 14. As a reminder, last week we provided 2023 quarterly information for AxiomSL and Calypso and today we provided quarterly pro forma divisional results for 2023, both of which can be found in the appendix of the presentation.

This should help you incorporate pro forma comparison in your model. The division delivered revenue of $392 million for the quarter, up 10% in-line with our medium-term outlook. The growth reflects strong performance in Financial Crime Management, Calypso and AxiomSL at 23%, 23% and 15% respectively, with strong client engagement. This was partially offset by a tough comp in market tech due to a significant professional service delivery in the prior year quarter which we noted at that time and makes the year-on-year comparison less meaningful. ARR was $1.4 billion up 12% with all subdivisions contributing to this strong growth. The key contributors to the difference between total revenue growth and ARR growth were lower year-on-year professional service revenue growth due to the tough comp for market tech, as well as less robust project delivery across our products in the quarter, partially offset by upfront revenue from on-prem renewals particularly for Calypso.

Before we move to subdivision results, a few words on the strong performance of AxiomSL and Calypso. Combined revenue of $151 million increased 20% versus last year with good client momentum, we had a high level of upfront renewal revenue. We also had higher cloud-based revenues and slightly lower professional services revenue. As we look forward, we continue to expect combined AxiomSL and Calypso revenue to be in-line with the full year expectations provided at Investor Day. As we progress through the quarters, we will provide some context to support your modeling. On the back of a strong first quarter which delivered revenue growth above our [out the crunch] (ph) we expect lower revenue growth in the second quarter, due in large part to the timing of renewal.

Combined, AxiomSL and Calypso ARR of $473 million was up 15% or up 16%, excluding the impact of a significant 2023 bankruptcy noted last quarter. This is in-line with our full year expectations as provided at Investor Day and we maintain this outlook for the year. Moving to the subdivisions results. Financial Crime Management Technology revenue was $64 million, up 23%, with ARR of $243 million, up 24.5%, reflecting continuous penetration of the core SMB client base, adding 28 new clients in the quarter, with full year 2024 SMB client wins expected to be at least that of 2023. While we had no new Tier 1 or 2 bank signings in the quarter, we continued to have active and positive engagement with a strong pipeline of client opportunities, which we expect to sign in the coming quarters.

Regulatory Technology revenue was $90 million, and ARR was $328 million, both up 11%. Excluding the impact of churn related to the liquidity events of March, 2023, revenue and ARR were up 12% and 13% respectively. Surveillance grew 6% for both revenue and ARR, reflecting strong sales, as well as the continuation of the cloud transformation of this business, with 55% of Nasdaq Trade Surveillance customers now in the cloud. AxiomSL grew revenue 15% and [IRR] (ph) by 16%, reflecting strong sales. In the quarter, nearly 50% of new bookings were in the cloud, highlighting the continued cloud journey for the business that is ultimately beneficial for both our clients and Nasdaq. In Capital Market Technology, we delivered revenue of $238 million up 6%, with ARR of $821 million up 9%.

Calypso had a strong quarter, with revenue up 23% and ARR up 14%. Revenue included a strong contribution of on-prem renewal revenue. The business had 16% of new bookings come from the cloud, a lower proportion than what we expect for the year due to timing. The combined Market Tech and Trade Management Services business, which is what we used to call Marketplace Tech, was slightly down in revenue, but up in ARR, again, driven by the significant professional service delivery in the prior year period that provided a tough comp. This impact was somewhat offset by the partial quarter impact of pricing increases, coupled with strong client activity and testing revenue within Trade Management Services. Looking forward to the full year 2024, we expect the combined market tech and trade management services to be well positioned within the 3% to 5% range with a muted second quarter and the growth being back-ended.

The division’s operating margin in the first quarter was 45%, up 2 percentage points. The margin expansion reflects strong top-line revenue growth and the beginning of synergy realization, partially offset by higher compensation and benefit expense and expense related to revenue and investments in growth. And wrapping up the division with market services. Net revenue was $237 million for the quarter, down 9% versus an extremely tough comp. The short story here is 1 percentage point or $3 million relating to our share of non-recurring industry adjustments to the tape plans. The rest was about half-beta half-alpha with beta drivers across tape, one fewer trading day, and volumes in Europe. And most of the alpha story ties to last year’s exceptional capture in our US options business during the bank liquidity events in the first quarter.

[$0.13] (ph) per contract traded in 1Q 2023, was an exception in a consistent two-year trend of capture at $0.12, which is where we were in the first quarter. The division’s operating margin of 56% in the first quarter represents a 6 percentage point decrease from the prior year period as a result of lower revenue as well as ongoing investments related to both capacity enhancements and modernizing our market. Turning to Slide 16, this quarter’s non-GAAP operating expense was $524 million reflecting pro forma growth of $24 million or 5%. This is driven by inflation, supporting our revenue growth and investment. This compares to pro forma revenue growth of $76 million or 7%, reflecting positive operating leverage. Now onto guidance. We are updating 2024 non-GAAP operating expense guidance to $2.125 billion to $2.185 billion to reflect FX, equity compensation, and less uncertainty on revenue growth.

The midpoint represents pro forma growth of just over 5%. This includes a full year of Adenza, FX, and the in-year benefits of net expense synergies. Excluding Adenza, Nasdaq’s expense growth would be around 4.5%. In addition, the second quarter will reflect our annual merit adjustments and equity grants, and therefore, we expect expense to increase just under $20 million from the first quarter of 2024, assuming stable performance and exchange rates. On synergies, we have actioned approximately 40% of our $80 million of net expense synergies through the end of 1Q 2024, with the P&L benefit weighted towards the second half of 2024 and into 2025 given some transition periods. We are confident in the 70% actioned by the end of 2024 and would note that it won’t be linear.

Additionally, we continue to expect a full year tax rate of 24.5% to 26.5% on a non-GAAP basis. Turning to slide 17, strong free cash flow continues to be the hallmark of Nasdaq. In the quarter, we had $504 million of free cash flow. Please note that cash flow generation in the first quarter is generally elevated versus the rest of the year. Once again, we had a cash flow conversion ratio above 100% — at 106% for the last 12 months. In terms of free cash flow utilization in the quarter, we paid a quarterly dividend of $0.22 per share or $127 million for a 35% payout ratio. And we did not repurchase any shares this quarter. We also repaid the remaining $340 million of our term loan in-line with our prior commitment of prioritizing de-leveraging.

And finally, we repaid $67 million of commercial paper. Excluding commercial paper, all of our outstanding debt is now fixed. Our all-in pre-tax cost of debt was 4.0% as we exit 1Q 2024. Turning to leverage. Our gross leverage ratio declined from 4.3 at the end of last year to 4.1 at the end of 1Q 2024. In addition to the stated debt repayment, our leverage ratio decreased 0.1 times from the impact of FX, amortization of debt issue costs, and stronger EBITDA. We are reiterating our expectation to achieve gross leverage below 4 times, 9 months to 12 months ahead of our initial goal. As I reflect on this quarter, I would highlight strong client adoption and growth in solutions overall and particularly in Index, Analytics, Financial Crime Management, AxiomSL, and Calypso.

Strong progress on synergy actions and building across their pipeline, and continued actions on deleveraging. As we look ahead, I continue to be impressed by the balance and diversity of the business model, enabling us to grow the top-line with strong margins and to effectively execute our capital allocation plan. We are well-positioned to deliver on a One Nasdaq strategy and achieve durable organic revenue growth and profitability. Thank you for your time and I will turn it back to the operator for Q&A.

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Q&A Session

Operator: Thank you. [Operator Instructions] And I show our first question comes from the line of Owen Lau from Oppenheimer. Please go ahead.

Owen Lau: Good morning and thank you for taking my questions. Could you please add more color on the cross-sell campaigns to achieve the $100 million target? What is the plan for the rest of this year? Does it mainly cover the cross-sell within Adenza or between Adenza and Verafin or across the whole company? Thank you.

Adena Friedman: Thanks, Owen. Sure. So, we actually described the current cross-sale campaigns at Investor Day, a few weeks ago, and it really covers across the FinTech division. So one of the cross-sell campaigns is really focusing on bringing more of the Calypso risk management, collateral management capabilities into our market operator clients. Another one actually is working with the Calypso clients to bring more AxiomSL capabilities. So bringing in AxiomSL into some of the capital markets firms where they have new regulatory obligations that they’re facing. And then the third is introducing some of the Verafin clients to the AxiomSL team as well and the Calypso team, particularly actually on the Treasury management capabilities within Calypso that we think are relevant to the tier three banks that are really a big part of the Verafin client base.

So those are the three main campaigns we have. But I would tell you, it is actually really interesting as we talk to our bank clients, our broker-dealer clients, our exchange clients. When we have conversations today, it generally will start with one product and then move to a second. I was actually talking to one client just the other day where they’re an AxiomSL client and they’re really interested in anti-fin crimes. So we can kind of look holistically at the strategic relationship in ways that we haven’t been able to do in the past. So it’s been a great start and we hope to be able to show some tangible progress. It will take time for these opportunities to turn into contracts as you know, it takes time to contract with banks. But we are very encouraged by the early conversations we’re having.

Owen Lau: Got it, that’s helpful. Just a quick follow-up on Verafin. I think you didn’t sign tier 1 and tier 2 banks this quarter, but the number was still pretty strong. Can you please talk about the pipeline for the rest of this year for tier 1 and tier 2 banks and also give us an update on the international expansion opportunity? Thanks a lot.

Adena Friedman: Yeah, sure. So you’re right. We didn’t sign any new clients, but we are working really well in implementing the clients we signed last year, and that’s going quite well. And we have a lot of very, very good pipeline of companies, either that were in the middle of doing proof-of-concepts for — or were in the middle of contracting. And so we do feel very good about our ability to continue to sign those clients as we proceed through the year. And it’s interesting, so you know the challenges that we’re really focused on that we bring to the clients, usually the first way to get in the door, at least, is through the fraud — the fraud detection and investigative capabilities, because it’s just such an easy and clear return on investment that we can show them in terms of reducing false positives and increasing fraud found.

Another area of focus right now for a lot of the bigger banks is check fraud, and we have a new check fraud capability that we’re rolling out that we think is really best-in-class and we’re really excited on our engagement there. And then with our new — our entity research and co-pilot tool, that really supports our anti-money laundering capabilities. And with a 90% reduction in investigative time, we actually think that could be a really great way for us to engage with larger banks, in addition to, of course, our entire clientele. In terms of the international expansion, we’re focused, I think we’ve mentioned, at Investor Day, primarily on Canada and the UK. And some of those are progressing quite a long, and some of them are still very early conversations.

Owen Lau: Thanks a lot.

Operator: Thank you. And I show our next question comes from the line of Alexander Blostein from Goldman Sachs. Please go ahead.

Alexander Blostein: Hi, good morning. Thank you. So maybe starting with Adenza as well, really strong year-over-year revenue growth you pointed out about 20% and it sounds like a lot of it is coming on the Calypso side. So can you kind of help us bridge the sources of growth, particularly at Calypso, and as you think on the forward, how you see that opportunity unfold for Calypso specifically over the course of this year and into next?

Adena Friedman: Sure, thanks Alex. Actually, I’ll cover Calypso and AxiomSL together. So, I mean, each of them. But I think, Sarah did a really nice job of laying out the growth for each of the products as well as combined. And what you’re seeing is some of it is timing of renewal. So we did have a really good renewal quarter for Calypso and AxiomSL, but particularly with Calypso with more of the on-prem deliveries so, our on-prem renewal, which is a good revenue driver for us in terms of how we recognize the license fees. But if you look at just ARR growth, which is really kind of takes out some of that one-time benefit and just looks overall at the strength of the platform. You know, they’re both growing in the mid-teens, ARR growth and I think that — that’s just showing strong demand across the clientele for Calypso, it’s risk management, treasury risk management, capital risk management, and I think that they’re really – that’s a big, big focus of banks, and we still are in that sweet spot of the tier 2 and tier 3 banks that we can sign across the world.

I think with AxiomSL, it’s all about new regulation. And so we had the — ESG modules that we [sold to] (ph) the G-SIBs it’s really interesting. We’re definitely making progress on signing around the Basel requirements and other new regulations that are coming. And so I would have to say, it’s a pretty consistent demand cycle for both products. And it’s been great. I mean, the clients are really excited to work with us. As well as also talking about that like one connector, that one client that did the connector between Calypso and AxiomSL. What that means is they’re already Calypso client. They know they have new regulation. Instead of having to create a whole new data integration for AxiomSL, we’re able to take the data from the Calypso and automatically import it into AxiomSL.

And that lowers the time to market for us to implement the Axiom product, and obviously makes the Axiom product more appealing. So I’m pretty excited about what we’re doing across both products this year.

Alexander Blostein: Great thanks for that. And then my second question is around the market tech business. You flagged that you signed agreement to upgrade a number of clients. I think you said three to a new matching engine, NextGen platform. Can you help us maybe contextualize what that means in terms of revenues? Is it stronger revenue? Is there any sort of installation fee upfront? Profitability of those platforms, there is any meat around the bone would be great. Thank you.

Adena Friedman: Yeah sure. So I think — when we sign new clients to the NextGen system whether it’s trading or clearing, we do have implementation revenue and now we’re calling that professional services revenue that comes in as we work through the implementation. We start to receive the license revenue upon delivery. So that’s a little bit of a difference between Calypso- Axiom versus Market Tech. But what we’re finding is when we work with them on the NextGen systems, first of all, it allows them to have flexibility to consider cloud for the first time. So markets both on trading and on clearing and settlement, it allows them to start to understand that they can deliver these and start to operate in cloud, which would increase our share of wallet if that’s the way they choose to go.

But even without that, we do have some opportunity to upsell them on the renewal because it’s really world-class technology. And also provide them additional services. So for an example, with one client that we’re working with, they also are taking risk management capabilities, which is cloud delivered, as well as market operations capabilities, which are cloud delivered. So we have an ability to actually continue to upsell them on other components of what it means to run a market. Those are all cloud delivered, so they’re much easier for us to implement for them. And that’s the way that we’re working with our Market Tech clients to continue to get a bigger share of their spend, while also giving them more value and modernizing their business.

Alexander Blostein: Great, thanks so much.

Operator: Thank you. And I show our next question comes from the line of Dan Fannon from Jefferies, please go ahead.

Dan Fannon: Thanks, Good morning. I wanted to follow up on capital access. You talked about some pickup in listings, but clearly still slower than we’ve seen previously in previous years. But curious about the revenue impacts. I think you mentioned still some flow through of the delisting that occurred. So wondering how we should think about the revenue progression this year, and then also tying that to Workflow and Insights. It sounds like any rebound or recovery in that segment is also tied to a pick-up in listing. So just curious about the outlook there and what really will get that business kind of accelerating growth.

Adena Friedman: Sure, I’m going to hand the first part of the question over to Sarah and I’ll talk about corporate solutions.

Sarah Youngwood: Yeah, so what you’re looking at in data and listings, and listings in particular, is that we are coming into the year, and that’s what we’ve discussed for a while at this point with some headwinds. And in particular, I gave you the $10 million for the de-listings of last year and the downgrades, and so that’s the impact for one quarter. And so you have that — as well as I also mentioned that as you go into the year, we’re going to start seeing the effect of the class of 2021 not being as well replaced by the following classes, so the amortization of the initial listing fees is also a headwind not so much for this quarter, but for the rest of the year. So you start with that. Of course, you have offsetting that is some benefits of [life pricing] (ph), as well as add new IPOs, but this is a lot of headwinds to offset.

So this is the context there. So the IPO environment would certainly help if it came in the second half, but it’s a slow moving machine where you would have that amortized. And therefore, it is hard to offset those delisting fees which are the full impact.

Adena Friedman: Yeah, so that I think we started to talk about that towards the end of last year, but I think it’s important to recognize it as Sarah said, it’s a slow-moving train in terms of both the impact of the de-listing environment, but then also the impact of an improving IPO environment. Now, how that parlays into corporate services, one of the things that we’ve talked about over the last several years, and it’s kind of the flywheel effect of having, when we have an active IPO environment, we get more companies to come into the market, they start to understand the needs for their Investor Relations capabilities, they want to modernize their governance and ESG reporting for their clients, and they start to look not only at the IPO package we give them, but other upsells and capabilities we can offer them.

And that’s a positive flywheel. Now in a tougher environment where we have companies de-listed, but also fewer new customers to sell to, that’s also having kind of the flip effect on the corporate solutions business. So we want to make sure you guys understand those dynamics. When we think about corporate solutions overall and we’ve had this business for a long time, we’ve kind of described it as kind of a business that has — I would say, kind of low to mid single digit type of growth environment as a general matter when markets are normalized. And this isn’t necessarily a totally normalized environment. So we’re wanting to give you that context so you think about that — what that means for the overall Workflow and Insights business. And that’s why Sarah shared with you kind of our full year – our view of that business as compared to outlook versus the Index business, of course, where we’re having a very strong start to the year and we anticipate that — that would be, that would come in above our outlook for the year.

Dan Fannon: Great, that’s helpful. And then I guess just on the index business, based upon the quarter-to-date or year-to-date activity, can you give us a sense of when the tiering might occur with the pricing with [CME] (ph) based on where things sit now.

Adena Friedman: I mean, that generally occurs in the second quarter. I don’t think that we have a precise answer to that, but it generally occurs in the second quarter.

Dan Fannon: Great, thank you.

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

Michael Cho: Hi. Good morning, Adena, Sarah. Thanks for taking my question. I just wanted to touch on Axiom and Calypso as well. I mean, it looks like it’s that ARR trends are healthy and clearly the increase in subscription revenues are helping that growth this quarter. Can you just help us unpack a little bit about how much price and upsells was the driver here in terms of net revenue growth and how that mix might change in the coming years. And is there a different approach to that when we think about Axiom versus Calypso? Clearly they serve different markets and it’s in different solutions.

Adena Friedman: Yeah, so I think that I would say first of all, as we said before, we have about half the revenue increases tend to come from upsells and half come from pricing changes and new sales. We don’t try to break that up further than that. And I think that’s generally the case. I don’t know if that’s precisely the case for this quarter, but that’s the general way that we consider the revenue growth. In terms of how that might change over time I think that really has more to do with as we continue to roll out the cloud capabilities for our clients because that gives us a chance to do more for the client and therefore get a higher value for our solutions. And so that creates a pricing lever for us, but that’s because we’re providing more value.

So as we continue to progress with the cloud and new bookings in cloud, as you saw with Axiom, we had 50% of new bookings in cloud. We were a little slower this quarter on Calypso, but that’s kind of more of a timing thing. I think that we believe that — that will continue to progress our ability to have that as a pricing lever, but also make it so that the revenue is more stable over time. You have more predictable revenue streams in the years ahead. But we are in that transition period. So that transition period creates the ability for — we want to make sure we’re giving you color on this on-prem versus cloud, so that you can kind of work with us through that transition period to those benefits from cloud over time.

Michael Cho: Great, thanks for that. And then just a quick follow-up on marketplace tech. I think I heard, Sarah, you say the [3% to 5%] (ph) for 2024 in terms of revenues, I just want to make sure I caught that right. And two, what’s the driver there in terms of the [back-loaded] (ph) floated in terms of revenue growth.

Sarah Youngwood: Yeah so you heard me well that we would be well positioned within the 3% to 5% range there and I did say a muted second quarter and the fourth being back-ended and I think I do not want to comment on that.

Adena Friedman: Yeah I just want to say we have some deliveries that we’re delivering kind of part-way through the year that obviously has been – then turn on the license revenues and so that can help. And then we ask — we feel that we have a good pipeline of growth and new clients so that we’ll be able to deliver growth as we go through the year. But we feel very good about, as you said, it’s within the range. And I think you said strong within the range.

Sarah Youngwood: Yeah. And I would just add also that the [project] (ph) delivery, which was a tough comp, possibly a tough comp in the first quarter, but also a bit in the second quarter.

Michael Cho: Great. Thank you.

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

Craig Siegenthaler: Thank you. Good morning, everyone. We had a question on Index options with NDX. How can you tap into the growing popularity with index options, just given your strong brand with the Nasdaq 100 Index, I think your share of index options is only about 1%, but the growth rates are high and the revenue capture is very attractive in this business.