Nasdaq Inc

NASDAQ:NDAQ

Earnings Call Transcript 2023-Q2

[Operator]

Good day and thank you for standing by. Welcome to the Nasdaq Second Quarter 2023 Results Conference Call. At this time, all participants are in a listen-only mode. After the speaker 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 Ato Garrett, Senior Vice President, Investor Relations. Please go ahead.

[Ato Garrett, Senior Vice President, Investor Relations]

Good morning, everyone, and thank you for joining us today to discuss Nasdaq's second quarter 2023 financial results. On the line are Adena Friedman, our Chair and Chief Executive Officer; Ann Dennison, our Chief Financial Officer; John Zecca, our Chief Legal Risk and Regulatory Officer; Tal Cohen, President; and other members of the management team. After prepared remarks, we will open up the line to Q&A.

The press release, earnings presentation, and supplemental Adenza information 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 on periodic reports filed with the SEC.

I will now turn the call over to Adena.

[Adena Friedman, Chair & Chief Executive Officer]

Thank you, Ato, and good morning, everyone. Thanks for joining us. My remarks today will focus on Nasdaq's second quarter business and financial performance, the solid progress we're making to deliver on our strategic objectives, and how our recently announced acquisition of Adenza advances our vision to become the trusted fabric of the world's financial system. I'll then turn the call over to Ann to review -- for a review of our financial results.

I'd like to begin with an update on the strategic transformation underway at Nasdaq. Since 2017, when we sharpened our focus towards becoming a leading technology provider to the global financial system, we've made significant progress on our strategic journey by allocating capital to our biggest growth opportunities and reorienting our businesses to align better with the key megatrends shaping the global economy. Over that period, we have focused on our innovation strategy on maximizing the potential of cloud computing and AI across our products and markets, while strategically divesting more than $700 million in non-core assets.

We've also delivered consistent execution in our operating business through dynamic operating environments, demonstrating the power of the diversified platform we've built at Nasdaq. That execution strength is reflected in our second quarter performance, which I'll discuss shortly in greater detail. But first, let's spend a few moments on Adenza. When we announced the acquisition of Adenza on June 12, we took a seminal step in our journey to becoming a leading technology provider to the global financial system. Our consistent [growth] (ph) throughout Nasdaq's and Adenza's journeys have been our dedication to our clients. As the financial industry faces a steady stream of new regulations and reforms, that present reputational and financial risk. We are positioned to be a key partner in helping participants manage those risks.

Most suitably, we will enable our clients to meet regulatory mandates to reduce financial crime, manage liquidity risk, and provide resilient capital markets infrastructure, all while reporting on their compliance to over 100 regulators and agencies around the world. The addition of Adenza's capabilities to the Nasdaq platform will increase our serviceable addressable market by approximately 40%.

We saw further evidence of the power of the Adenza business and its performance during the first half of 2023. The company has maintained strong Annualized Recurring Revenue or ARR growth in the high teens as compared to the prior year period, which was underpinned by continued strength in gross and net revenue retention at 98% and 115%, respectively.

As we discussed at our initial investor call post-announcement, the fundamental drivers of growth in Adenza's business comes from new client sales, cross-sells, and up-sells to existing clients. Consistent with their strong performance in signing new clients over the last two years, which is provided in more detail in the supplemental information that we provided this morning, both Calypso and AxiomSL continued to demonstrate strong growth across new logo-wins and client up-sells in the first half of 2023, validating our acquisition thesis.

Specifically, Calyspo signed seven new clients and completed upsells to 40 existing clients in the first half of the year, while AxiomSL added seven new logos, two of which were cross-sells of Calypso clients and completed upsells to 25 existing clients during the period. The recent performance of Adenza furthers our conviction that we are working towards acquiring a business that delivers world-leading solutions that meet the growing dynamic regulatory needs of our clients.

Upon closing of the Adenza acquisition, our focus will be to maximize the client and shareholder benefits. With our strong combined free-cash flows, our capital allocation priorities over the next three years are as follows: first, we will begin to delever to meet the debt-to-EBITDA targets that we disclosed upon deal announcement; second, we plan to continue to increase our dividends to achieve a 35% to 38% payout ratio over the coming three to four years; and third, we plan to buy-back stock to offset employee and deal related equity dilution. We do not anticipate making any significant acquisitions that would deter us from executing sizable stock buybacks over the next three years. We expect the transaction to close within approximately five to eight months, subject to regulatory approval and customary closing conditions. And we look forward to updating you as we move through the closing and integration process.

Now turning to the second quarter results. I'm pleased to report Nasdaq's continued solid financial performance in the second quarter of 2023. We achieved $925 million in net revenues, an increase of 4% compared to the prior year period, and an increase of 4% also on an organic basis, excluding the impact of changes in FX and in acquisition and divestiture. Revenues across our Solutions businesses were $674 million, up 6% from the prior year period on a reported and organic basis. Our total ARR increased 6.5% to $2.1 billion. Annualized SaaS revenues totaled $755 million in the second quarter, which represents an annual growth rate of 11%. Our SaaS revenues comprise 36% of total company ARR.

In our Capital Access Platforms division, we delivered $438 million in total revenue in the second quarter, a 4% increase from the prior year period. Our Index revenues grew 4% organically from the prior year period. The rebound in our Index business reflects strong year-over-year market performance and inflows of $25 billion over the past 12 months, including $10 billion in the second quarter, partially offset by lower volumes in the Index related futures products.

Revenues within Workflow and Insights grew 5% organically over the prior year period, reflecting sustained demand for IR and ESG solutions and steady analytics solutions sales to asset managers. Similar to the start of the year, we continue to experience elongated sales cycles in certain products within this business. As clients escalate buying decisions through more levels of approval, we just had a modest impact on the year-over-year growth. Overall, across the business, we continue to see opportunities to drive wallet share expansion through cross-sell campaigns to existing clients, especially the uncertainty in the capital markets often leads to increased demand for analytics solutions from asset owners and asset managers, as well as corporate services across investor relations and governance.

Our Data & Listing Services revenues grew 2% organically. We experienced 5% growth in our data revenues, primarily driven by growth in our recurring data revenues across our international footprint. With a weaker IPO environment, we saw stable listings revenues year-over-year. We maintained our track record for winning new operating company listings and year-to-date, Nasdaq has welcomed 48 new operating company IPOs for a 77% win rate, including two of the top three operating company IPOs by proceeds raised. In addition, we have a strong pipeline of companies that are committed to Nasdaq. We remain well-positioned to capture future new listing activity and are in close contact with these companies as they evaluate their IPO timelines.

Turning abroad, we welcomed six new listings across our European markets, bringing our year-to-date total to 13 new listings. Nasdaq Stockholm continues to be one of the leading European exchanges for small-to-medium enterprise listings, welcoming nine new listings in 2023 year-to-date.

Next, in our Market Platforms division, we delivered $397 million in total revenues during the second quarter, a 2% organic increase from the prior year period, driven primarily by an increase in the Marketplace Technology revenues, which grew 5% compared to the prior year period.

In our Trading Services business, revenues were flat organically compared to the prior year with higher US cash equities revenue offset by lower European equities revenue. I would like to highlight the performance of Nasdaq's Closing Cross during the annual Russell US indexes reconstitution, which occurred in late June. For Nasdaq listed securities, the Closing Cross successfully executed approximately 2.6 billion shares representing $62 billion in market value in just over 8/10 of one second. This represented the second highest volume of shares crossed since we implemented the Closing Cross in 2004. I'm incredibly proud of our continued leadership in operating the industry’s most robust and resilient market infrastructure.

Turning now to two strategic portfolio and capital allocation decisions within our Market Platforms business. First, as we previously announced, during the period we entered into an agreement to sell our European power trading and clearing business to the European Energy Exchange. This decision aligns with our renewed focus towards investing in opportunities that will deliver the most value to our clients and shareholders, and build on our strong position as a leading market operator of European equities, equity derivatives, and fixed income, while also expanding our leadership in providing sustainability solutions with Puro.earth, our voluntary carbon removal Marketplace. We expect the closing to take place in the first -- within the first half of 2024, upon completing all outstanding closing conditions. The transfer of membership interest will occur shortly thereafter.

Turning next to our digital assets business. This quarter, considering the shifting business and regulatory environment in the US, we've made the decision to halt our launch of the US digital asset custodian business, and our related efforts to pursue a relevant license. However, we continue to build and deliver technology capabilities that position Nasdaq as a leading digital asset software solutions provider to the broader global industry. This includes advancing our custody solution as a technology platform to serve the broader global digital assets Marketplace.

More broadly, we remain committed to supporting the evolution of the digital assets ecosystem in a variety of ways. Among them, through our ongoing engagement with regulators, the delivery of comprehensive technology solutions across the trade lifecycle and through our partnerships with potential ETF issuers to support tradable exchange listed products. And we'll discuss the modest financial impact of our decision for the remainder of 2023.

Turning to the Marketplace Technology business, revenue grew 5% reflecting growth in both trade management services and market technology. During the quarter Chile’s central securities depository, DCV, announced a significant expansion in its partnership with Nasdaq with plans to leverage our technology to issue and settle digitized securities. The expansion of our existing partnership with DCV highlights the increasing global desire for market infrastructure that can leverage existing security systems to service emerging asset classes. Additionally, we signed a partnership with Brazil's B3 Exchange to deliver a new clearing platform. The multi-year agreement will focus on leveraging our technology to evolve our existing clearing settlement and risk management capabilities to support the rapid growth of the Brazilian market.

We also completed deliveries for seven major market infrastructure projects during the period, including powering the launch of the Stock Exchange of Thailand's new trading system, which included additional market data distribution and market surveillance systems. This implementation of our next-gen trading technology solution marks a significant milestone in the ongoing development of one of Asia's fastest-growing exchanges and illustrates our ability to bring our modern market infrastructure technology to new partners in the region.

Finally, turning to our Anti Financial Crime division, we delivered $89 million in total revenue for the second quarter, a 19% increase from the prior year period, all of which was organic. We continue to expand client relationships signing 51 new financial institutions to our fraud and anti-money laundering or what we call FRAML solutions, including 47 small-to-medium sized banks. As we previously-announced, we signed four large financial institutions in the second quarter, including two Tier 1 and two Tier 2 clients. The growing adoption of our FRAML solutions across the banking sector is a strong indication that banks of all sizes are prioritizing risk management spend and looking to Nasdaq to provide mission-critical anti financial crime solutions.

Our Surveillance solutions also continued to perform well with 13% revenue growth this quarter, which was all organic, led by increased subscriptions from both new and existing clients. We added 10 new clients in the second-quarter, reflecting strong demand for our trade surveillance and our crypto market surveillance solutions. We've several large clients signed long-term renewals in the first-half of the year, that include their pricing adjustments to reflect the increasing value that our Surveillance solutions provides to our clients.

To wrap-up, our second-quarter results demonstrate how Nasdaq’s client-centric culture and diversified business model provides the stability to perform well in different market environments. I would also like to reiterate our excitement around the acquisition of Adenza and the impact we believe we will have for our clients and shareholders. It will accelerate our strategic journey, enabling us to deliver even more mission critical platforms that enhance the liquidity, transparency and integrity of the global financial system. Adenza combined with our powerful existing solutions sets us up for faster growth and even greater success in the years to come.

And with that, I will now turn the call over to Ann to review our financial details.

[Ann Dennison, Chief Financial Officer]

Thank you, Adena. And good morning, everyone. Before getting to our second quarter results, I would like to comment on strategic activities across the company. Starting with the divestiture of our power trading business in Europe, we do not expect the recently announced sale of the business to have a material impact on our financials, and we plan to include historical results for this business in the Corporate and Other portion of our financials starting next quarter. Once all open interest is transferred, we expect the sale to reduce annual revenues and expenses by approximately $35 million and -- $35 million and $20 million, respectively.

Turning now to Adenza. We have seen Adenza continue its strong execution across both new customer wins and cross-selling activity. These new customer wins and expansions contributed to Adenza, achieving year-over-year ARR growth in the high teens with both Calypso and Axiom each delivering solid double-digit ARR growth over the past year. We have provided a supplemental information deck that includes information about Adenza's business and recent performance to help further illustrate Adenza's continued strong momentum.

As we embark on our integration planning with the Adenza team, we remain confident in our ability to deliver on the $80 million in net cost synergies by the end of year to post-closing. In order to provide our shareholders transparency into our progress in achieving our Adenza related expense synergies, we will disclose the one-time costs related to achieving our synergies separately from our existing restructuring program that we announced at the start of 2023 related to our divisional realignment.

To finance the Adenza acquisition, we have secured financing for the transaction through a successful bond issuance in June, issuing $4.25 billion in US dollar denominated debt across two, five, 10, 30, and 40 year terms, as well as EUR750 million euro denominated eight year bonds. To enable us to manage our deleveraging plan we expect to fund the remainder of the cash component of the transaction with a $600 million term loan that we plan to issue just prior to closing, as well as commercial paper. The estimated weighted average cost of debt is just under 5.5%. To minimize the carrying cost of the debt prior to closing, we are investing the proceeds of the bond issuances in highly liquid and low-risk investments, and we expect the net carry to be less than 50 basis points at current market rates, which will be excluded from our non-GAAP result.

With regards to our capital allocation priorities moving forward, as we work to integrate Adenza and optimize our business to achieve the full benefits of the acquisition after the closing, we will be focused on using our free-cash flow to generate return for our shareholders. Specifically, looking back to 2022, Nasdaq generated approximately $1.45 billion in operating free-cash. In 2022 Nasdaq returned approximately $380 million in dividends, which was 26% of free cash flow and we expended approximately $230 million to offset employee-related dilution. That left us with over $800 million in free-cash flow to use for other strategic and investor return activities.

With the addition of the shares that will be issued to acquire Adenza, if all else stays the same, our dividend payment at the current payout of $0.22 per share will increase to approximately $510 million annually. We have also stated our plans to increase the dividend to achieve a 35% to 38% payout ratio over the next three or four years, which implies an approximately 10% CAGR in the dividend payout ratio over the period. We expect Adenza to generate approximately $300 million in unlevered pre-tax cash flow in 2023. We expect the debt financing for our planned acquisition of Adenza to result in annual interest payment of approximately $325 million, which is more than Adenza’s current free-cash flow. However, as Adenza grows and as we pay-down debt, we expect incremental free-cash flow from the addition of Adenza to fund incremental debt repayment and share buybacks.

Based on the 2022 results combined with the full year 2023 estimates for Adenza, we will have approximately $700 million in excess annual free-cash flow beyond our dividends and employee related buybacks and we expect that amount to grow commensurately with our earnings growth over the next three years. With the remainder of the free-cash flows over the next three years, our priority is to delever and bring our leverage ratio to 4.0 times within 18 months and 3.3 times within three years.

The [G&A] (ph) ratios reflects the combination of business growth that drive increases in EBITDA, as well as debt pay-downs. Therefore, we will not provide a specific pay-down schedule. However, based on our debt maturity profile and the nature of our debt, we will have the flexibility to pay-down approximately $2 million between now and year-end 2026 without any prepayment penalties or other restrictions. While we don't anticipate needing that full amount to support our path to 3.3 times, we want to have the flexibility to accelerate and/or exceed our pay-down expectations if we believe is the best use of capital to drive shareholder returns.

We will also execute share buybacks to help offset the acquisition-related share issuance and support EPS accretion. After the debt pay-down, we will focus on using the vast majority of our remaining free-cash flows to execute share buybacks. Our focus over the coming years will be to maximize the client and shareholder benefit we received from the Adenza acquisition. Therefore as Adena mentioned earlier, we do not anticipate making any significant acquisition-related capital allocation decisions that would deter us from sizable stock buybacks over the coming years.

Turning to this quarter's results. 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 US GAAP to non-GAAP results can be found in our press release, as well as in a file located in the Financials section of our Investor Relations website at ir.nasdaq.com.

I will start by reviewing second quarter 2023 performance, beginning on Slide 11 of the presentation. The 4% increase in reported net revenue of $925 million is the net result of organic growth of 4%, including a 6% organic increase in the Solutions businesses and stable Trading Services revenue and $4 million of net negative impact from changes in FX rates and an acquisition and divestiture.

Moving to operating profit and margins. Non-GAAP operating income increased 1%, while the non-GAAP operating margin of 52% was down approximately 140 basis points from the prior year period. Non-GAAP net income attributable to Nasdaq was $350 million or $0.71 per diluted share, compared to $342 million or $0.69 per diluted share in the prior year period.

Turning to Slide 12. As Adena mentioned earlier, ARR totaled $2.1 billion, an increase of 6.5% from the prior year period, while annualized SaaS revenues totaled $755 million, an increase of 11%. We are delivering solid performance despite low IPO volumes and elongated sales cycles in certain areas of the Capital Access Platforms division, which had a modest impact on the rate of ARR and SaaS growth this quarter. We are well positioned to deliver improving revenue growth as sales cycles normalize and capital market activity increases.

I will now review quarterly division results on Slides 13 through 15. Starting with the Market Platforms division, revenues increased $5 million or 1%, with an organic increase of 2%. Trading Services organic revenue was flat, with higher US revenues driven by strong US equity capture and continued options volumes, offset by lower trading revenues -- European trading revenue due to lower volumes despite better share.

In Marketplace Technology, we delivered 5% revenue growth driven by strong results in both Trade Management Services and Market Technology. As a reminder, Trade Management Services revenue growth in the first half of the year benefited from testing revenue that we do not expect to recur in the second half of the year. Additionally, we will face tougher comps in the back half of the year as we cycle through strong revenue growth we had in 3Q and 4Q last year. And therefore, we continue to expect full year revenue growth for Marketplace Technology to be at the upper end of our medium-term outlook.

ARR totaled $516 million, an increase of 5% compared to the prior year period. The division operating margin of 53% in the second quarter of 2023 reflects a 200 basis point decrease from the prior year period due to lower revenue resulting from lower European trading activity, with ongoing investments related to migrating US markets to the cloud and investments in new growth opportunities in marketplace technology.

Capital Access Platforms revenues increased $16 million or 4%, with organic revenue growth of $15 million, excluding $1 million related to an acquisition. Growth in the division was broad-based for the quarter. Specifically, Index revenue returned to growth, delivering a 4% increase compared to the second quarter of 2022, primarily driven by a 9% increase in average AUM over the last year. Licensing revenues for future contracts linked to the Nasdaq 100 Index declined 9%, reflecting a 28% decline in trading volumes, which was partially offset by higher pricing per contract.

Second quarter revenues also benefited from improving futures revenue share related to meeting certain contractual milestones in the quarter. Additionally, we saw net inflows over the trailing 12 months of $25 billion, including $10 million in the quarter. In Data, revenue grew by 5% due to continued strong demand from enterprise and international customer strategies, with growth in recurring data sales driving solid revenue growth.

Listings revenue was flat year-over-year due to continued weak IPO environment, coupled with slightly elevated delistings, including SPAC. Workflow & Insights revenue increased 5% organically compared to the second quarter of 2022, reflecting growth across our ESG, IR and Analytics businesses despite ongoing elongated sales cycles among corporates and asset owners affecting revenue growth in the second quarter.

ARR for Capital Access Platforms totaled $1.2 billion, an increase of 4% compared to the prior year period, which reflected a significant slowdown in new listings and the impact of continuing elongated sales cycles. The division operating margin was 55% in the second quarter of 2023, a decrease of 200 basis points from the prior year period.

Anti-Financial Crime revenue increased $14 million or 19% compared to the second quarter of 2022. Organic growth was 19% in the period. The growth reflects robust demand for fraud detection and anti-money laundering solutions as well as our SaaS-based surveillance solutions. Specifically, our Fraud Detection and AML solutions revenues grew 23% compared to the second quarter of 2022. Surveillance revenues grew 13% compared to the second quarter of 2022, with solid growth in subscription revenues from new and existing customers, partially offset by softer professional fees.

ARR for Anti-Financial Crime totaled $339 million, an increase of 18% compared to the prior year period. Signed ARR, which also includes ARR for new contracts signed but not yet commenced totaled $365 million, an increase of 20% versus the prior year period. The Anti-Financial Crime division operating margin was 36% in the second quarter of 2023 versus 27% in the prior year period, with approximately one half of the margin growth resulting from a benefit in our expenses due to a onetime adjustment to the incentive compensation program.

Turning to Page 16 to review both expenses and guidance. Non-GAAP operating expenses increased $28 million to $441 million. The increase primarily reflects a $34 million organic increase or 8%, partially offset by a $6 million decrease from the impact of changes in FX rates. The organic expense increase is primarily driven by higher compensation and benefits expense reflecting higher headcount and technology spend as we continue making growth investments across the platform.

Compared to the first quarter of 2023, expenses increased due to the timing of our annual merit adjustments and equity grants. However, this sequential increase was less than we expected due to the previously mentioned onetime adjustment to the ASC incentive compensation program, as well as lower-than-expected hiring and client incentive marketing spend.

We are narrowing our 2023 non-GAAP operating expense guidance by $30 million to a range of $1.785 billion to $1.815 billion. The midpoint of the expense guidance range now represents an annual expense increase of just below 5% for 2023. The decrease in our expense growth expectations primarily reflects the impact of our decision related to the redesign of our digital assets offering as well as the adjustment to the ASC incentive compensation program.

Assuming stable performance and exchange rates, we currently expect 2023 expenses to be near the middle of the updated guidance range. Additionally, due to the timing of expected expenses, we expect a greater sequential increase in expenses in the third quarter than in the fourth quarter. Our full year non-GAAP tax rate is expected to be in the range of 24% to 26%.

Turning to Slide 17. Excluding Adenza related debt, our adjusted total debt to trailing 12 months non-GAAP EBITDA ratio ended the period at 2.6 times, consistent with the first quarter of 2023, and there are no long-term debt maturities until 2026. With our strong balance sheet and cash flow generation, including $1.5 billion of free cash flow on a trailing 12-month basis, we continue to be well positioned to support growth in a variety of macroeconomic backdrop.

During the second quarter of 2023, the company paid common stock dividends in the aggregate of $109 million. As of June 30, 2023 there was an aggregate $491 million remaining under the Board authorized share repurchase program.

In closing, today, Nasdaq's second quarter results reflect the continuation of the company's ability to perform consistently well across a wide range of operating environments.

Thank you for your time, and I will turn it back over to the operator for Q&A.

[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, Oppenheimer]

Good morning and thank you for taking my questions. So for the two new Tier 1 and Tier 2 clients signed in Anti-Fin Crime in the second quarter, could you please give us an update on the timing of the implementation and the timing you can book the revenue? And also -- could you please also give us more color on the traction and pipeline in this business? Thanks.

[Adena Friedman, Chair & Chief Executive Officer]

Sure. Thanks, Owen. So with the Tier 1 and Tier 2 clients, some of them -- we signed two of them kind of early in the quarter and signed two more of them a little bit later in the quarter. I think that each of them is going to have a slightly different time line. These are more complex implementations. But we would expect kind of a six to nine month implementation period for them. So -- and we will start to therefore be able to kind of demonstrate the revenue benefit of them as we bring them online. So hopefully, that means that we'll be able to bring at least most of them into online before the end of the year or early next year is, I think, the plan right now.

In terms of the pipeline, we actually are very encouraged by the continued pipeline of larger banks that are working with us, either in contracting or on POCs. We have several that are working with us in their proof of concepts, and we have another several that are working with us in contracting. But of course, as we've talked about from the very beginning, the contracting process with banks takes a long time, particularly as you get up market. And so this will continue to be, what I would call, a slow-moving train as we continue to bring more of the larger banks online to our Anti-Fin Crime solutions.

[Owen Lau, Oppenheimer]

Got it. That's helpful. And also, I recognize that the Index AUM has recovered a lot, but the revenue actually came in much stronger than our expectation. And I think you've mentioned like pricing on certain contractual milestones. But is there anything you want to highlight on this business? Thank you.

[Adena Friedman, Chair & Chief Executive Officer]

Sure. Thanks, Owen. We did update our disclosures since the beginning of the year to help you understand the average AUM for the quarter -- for each quarter. I think with regard to -- so you have to kind of look at it both on the AUM side, and we do provide a fair amount of disclosures to help you estimate that. I think then on the trading side, it's -- as we said, it's a combination of things. It's obviously combination of the pricing that CME chooses, they are combination of the volumes and then how the contract works. And as of prior quarters, we did hit a new contractual tier in the second quarter, which I think has been consistent with prior years.

I don't think there's really other things to really mention there other than just we're really excited, frankly, to see the recovery of the Index AUM, the fact that it's obviously reflecting the recovery of the market. And most notably, what we can control, which is the inflows into the indexes at $25 billion over the last year.

[Owen Lau, Oppenheimer]

Thank you very much.

[Adena Friedman, Chair & Chief Executive Officer]

Thanks, Owen.

[Operator]

Thank you. And our next question comes from the line of Patrick Moley from Piper Sandler. Please go ahead.

[Patrick Moley, Piper Sandler]

Yes. Good morning. Thanks for taking my question. Adena, I wanted to go back to Adenza. Your stock has reacted negatively since the acquisition. So just wondering, based on maybe your conversations with investors, what do you think investors are getting about this acquisition? And then what, if anything, if you could has maybe surprised you about the reaction since the announcement? Thanks.

[Adena Friedman, Chair & Chief Executive Officer]

Sure. Well, thanks, Patrick. So we -- as I've mentioned before, we are very excited about being able to bring Adenza into Nasdaq. And I do think that we're making a long-term conviction decision here to grow and expand our platform to be able to serve the financial institutions more holistically. The fact is that, Adenza is a private company and there was a lot for investors to learn, it's obviously also a big capital allocation decision that we're making. And so, we're trying to make sure that we continue the educational journey with investors, and we provided a supplement today that hopefully gives a little bit more color on the depth of the clientele, the nature of the products and how we look at it together in terms of how we can provide complete risk management reg-tech type solutions for our clients and how all of our solutions will fit together.

I just think that it's -- as we've mentioned before, it's an exceptional asset. It's got 15% growth and we're kind of seeing the range of 13% to 16% in general. It has 98% gross revenue retention, 115% net retention. It still is signing on new clients across the spectrum of the clientele around the world, and it upsells clients really successfully. We're also seeing a lot of great tailwinds, frankly, just from the changes in regulation with -- including the Fed announcement last week in terms of new proposed rules for the US banks, that will obviously play into the capabilities.

And one of the examples we provided in the supplement is from a super-regional bank in the US that has over $100 billion of assets that has kind of signed on for the Axiom solutions very quickly as they're looking at the new rules that may be coming. But we also have a whole range of new rules, obviously, across the world and that is a very dynamic environment. It's super complex. And I think also as banks also look to expand growth, expand regionally, expand asset classes, they leverage our solutions and we can expand with them.

So I have to say we are clearly very excited to help them solve their most challenging operational problems. I think we also want them to be able to kind of, what I call, simplify the complexities that they're dealing with, with technology. And over time, we feel very confident that we will be able to demonstrate both to the clients and to the shareholders that this is a great business to have within Nasdaq.

[Patrick Moley, Piper Sandler]

Great color. Thank you.

[Adena Friedman, Chair & Chief Executive Officer]

Thanks, Patrick.

[Operator]

Thank you. And I show our next question comes from the line of Michael Cyprys from Morgan Stanley. Please go ahead.

[Michael Cyprys, Morgan Stanley]

Hi. Good morning. Thanks for taking the question. Maybe just circling back to the Capital Access Platforms, you mentioned seeing some increased demand internationally for data. I was hoping you might be able to elaborate on what sort of data sets and customers, which countries are you seeing that from? Thank you.

[Adena Friedman, Chair & Chief Executive Officer]

Thank you, Michael. We don't provide details on every country, but I would say, we've been very successful in expanding across Asia and Lat Am, and that continues. So it's not just -- I would say, as we started our efforts in Asia several years ago, we found a lot of great demand in China, and then we expanded into Korea and now into Southeast Asia. And so, it's just -- it's a great opportunity for investors from all over the world to gain exposure to U.S. markets and understand the data in real time.

And then we also expand -- have done a really nice job of working with our colleagues that manage, for instance, listings and market tech in Latin America to kind of open up the Latin American market for data, and we continue to see really strong demand there. So it really has been kind of a global expansion of the distribution of real-time information. And then we also have our Data Link platform, and that's also growing nicely with some really unique data sets that our clients are adding to their portfolios. And so, that also has been a really nice growth pillar for us in the data business.

[Michael Cyprys, Morgan Stanley]

And sorry, which type of data is this?

[Adena Friedman, Chair & Chief Executive Officer]

I mean we've talked about Data Link being kind of a delivery mechanism for our market data, for third-party kind of what we call unique data sets that we think will help clients look at kind of underpinning, like KPIs and other things that might underpin the performance of companies. We also provide information around retail flows within the Data Link platform in partnership with the client, with the partner.

I mean, so it's really kind of a full range of information or data sets that are available. Data Link, there is actually a website, if you're interested, and that provides kind of a library of all the different data sets that are available through Data Link. And it's actually -- what's really cool is, they're all offered on and out through a very modern API structure, so it's really easy for our clients to take the data in and integrate them into their internal audit systems.

[Michael Cyprys, Morgan Stanley]

Great. Thanks. And just if I could ask a follow-up question on Adenza. I was hoping you might be able to talk about the sales strategy, their approach to marketing and sales efforts. Maybe you could elaborate on how large their team is, how that's organized and how you might evolve their approach and resources.

[Adena Friedman, Chair & Chief Executive Officer]

Sure. Yes. Actually, it's one of the things we really like about how they've organized the business. So when Calypso and Axiom came together, what they did was, they still have two discrete platform -- technology platforms, and I think that they do solve different needs. So it makes sense for those platforms to be discrete. But they first of all, before I talk about marketing, they do -- they're all -- they're starting to demonstrate the power of the business by sharing data through modern APIs that they can cross over from one platform to another to service specific clients, and I think that's going to help with cross-sells going forward.

But the way that they organize their go-to-market is that, they have a product team and the product team has kind of a marketing team within it, so product marketing, and then they also have specific product sales on people. And then they have an enterprise sales team. And that enterprise sales team really is regionally focused and really talks to -- kind of goes high up in the organization as possible to talk about the complete solution set to understand their needs, understand their problems, and then they'll bring in the product sales team to help with specific -- kind of [client] (ph) specific products and capabilities that the company has.

And then once a client signs a contract, then they start to engage with the client success team, the client implementation team. And the way that they've been able to organize that as they try to match up the client success organization with specific sales -- enterprise sales people so that there's consistency in the experience that the clients have moving into implementation. And then they have, I think, a very good and scaled client success organization.

So we like that model because it kind of creates kind of an umbrella go-to-market and client service capabilities across multiple products. And so as we bring Adenza into Nasdaq and we think about how we want to integrate that with our Market Technology business, with the Surveillance business, we think there's opportunities for us to really leverage that scaled model for the broader technology platform. And that then allows us to go in kind of towards the top of the house within the banks, explain our complete solution suite and then deploy our product teams appropriately into meeting their needs. So we're very excited about that.

[Michael Cyprys, Morgan Stanley]

Great. Thanks so much.

[Adena Friedman, Chair & Chief Executive Officer]

Sure.

[Operator]

Thank you. And I show our next question comes from the line of Alex Kramm from UBS. Please go ahead.

[Alex Kramm, UBS]

Yes. Hey, good morning, everyone. Just starting with a follow-up on Verafin and this maybe nitpicky, because we're just getting used to some of these new disclosures. But when I look at signed ARR on a quarter-over-quarter basis, which should imply net new sales, I think that was $11 million, which, if my numbers are right, is flat year-over-year. So when I think about those four bigger size wins, does that mean that -- what does it imply for the rest of the business? Does it mean slower sales to Tier 3 and beyond? Slower pricing power? Or again, these are small numbers, but just wondering if the remainder of the business is chugging along quite well as well.

[Adena Friedman, Chair & Chief Executive Officer]

Yes. No, Alex, I'm not going to be able to kind of go into all these discrete details, but I would say this, the business is chugging along quite well. I mean, we had 47 new small to medium bank clients sign on in the quarter, and then we had the four. And so kind of the composition of ARR, we'll have to kind of unpack what you're asking and make sure that we can give you a more discrete answer. But generally speaking, it's generally healthy.

I mean, we have good signings of the small to medium banks. We have good signings of the larger banks, and those will come online as we get later in the year. And you're right that, it's signed ARR, so they should be reflected there. And then, of course, in the Surveillance business also, we have -- as mentioned, we had 10 new clients. So I think we'll have to kind of work to make sure that we reflect that in a way that helps you. But I think that we said basically 20% growth in signed ARR year-over-year, so we'll have to understand more of your discrete question later.

[Alex Kramm, UBS]

Fair enough. And then secondly, this is maybe a little bit more strategic. But clearly, you announced another divestiture during the quarter and that's been part of kind of like the strategic pivot as well. Now that you've done Adenza here, reasonably sizable deal, big leverage, the question has been coming up a little bit more, it's like, hey, could there be other bigger divestitures that actually help accelerate the pivot even further? And not surprisingly, OMX comes up a lot here. So, I know you're not going to talk specifically about that asset, I guess, in terms of any potential to sell it. But maybe you can just remind us why OMX and other related business is a core component of the Nasdaq strategy, how it fits in there? Because clearly, people are asking the question. Thanks.

[Adena Friedman, Chair & Chief Executive Officer]

Yes. And I know you're in Europe for this week, so I have a feeling you're hearing that there. But I -- first of all, we don't use the name OMX anymore, because they are -- they've been part of the Nasdaq family for 15 years. So -- but our European trading -- our European markets business is an integral and strategic part of who we are. And I think that I can say that with great conviction.

And the reason is that, number one, the European business, I mean, the Nordic business and the Nordic markets are, in my opinion, the shining star of Europe. They've got great retail participation. They've got great markets. They've got a great financial ecosystem that underpin the markets there. I think we've been able to show over the last five years a very healthy listing environment. We also have great data sales of the Nordic data. And then we also had a trading business, because that business is comprised of all three of those components.

We also have deep relationships across the Nordic banks and brokerage firms. We see that team that's in Europe sits right next to our Market Technology team. And so, the expertise that they have in running their own market, they are often deployed with our Market Tech team to go help and develop other markets around the world. We'll bring them out into markets all over the world and help them, let's say, develop their surveillance programs, help them understand market structure, think about auctions and things like that. So that team is integral to the Market Tech team and helping us sell and expand our technology around the world.

And then also culturally, they've been obviously a leader in ESG. They've brought that ESG culture into Nasdaq. They helped us think about designing products that we now provide to our corporates to help them manage the complexities there. And then we have Puro.earth, which is our carbon removal marketplace that helps corporates meet their net zero commitment. So it is an integral part of who we are.

And then the last thing I would say is, we've been on a very specific path to integrate -- to make our technologies more consistent between the US markets and the European markets. We launched our, what we call our Fusion platform, which I love that name because it is, in fact, fusing our technologies across our markets. And we've deployed that in the Nordic through this market. We're now deploying that across our US options markets. All of our surrounding systems have become consistent. And so, we're going to be able to demonstrate over time even more scalability across our markets business as we continue to combine that technology. So as you can tell, it's a big part of who we are. We're really proud and pleased to be integrated into the Nordic business as our Nordic markets as we are. So hopefully, that helps you.

[Alex Kramm, UBS]

Very clear, and I'll try to forget the OMX name. Thanks.

[Adena Friedman, Chair & Chief Executive Officer]

Thanks, Alex.

[Operator]

Thank you. And I show our next question comes from the line of Kyle Voigt from KBW. Please go ahead.

[Kyle Voigt, KBW]

Hi. Good morning. So you noted AxiomSL added seven logos and two of those were cross-sells to Calypso clients, which really suggests they're having success in kind of driving revenue synergies from that combination. Just given those businesses haven't been integrated for that long, I think since maybe July 2021, I'm wondering how far along Adenza is in terms of driving those AxiomSL and Calypso revenue synergies and cross-sells. And I guess, is it fair to think that a majority of those revenue synergy opportunities really haven't been realized at this point?

[Adena Friedman, Chair & Chief Executive Officer]

Yes. I actually would agree with that completely. So as we've talked about, when you're selling into some of these larger banks, the process of getting sales done tends to be longer. So you're right, if they kind of came together in 2021, they then had integrations. They had their own operational integrations they were implementing. They want to educate their sales organization. They have their whole enterprise sales model, I mentioned it before. And so, they are just now really starting to demonstrate how the cross-sells can work. I think they've had five cross-sells and now they've been able to add two more. So, they are starting to show that there is real potential here to cross-sell capabilities.

And hopefully, that also means the potential to shorten sales cycles. Because if you have a master services agreement and then you cross-sell another product, the hope is that you can cut down on the contracting time. But it is just beginning in terms of showing how they can open up doors.

And the other thing to mention is on Page 3 of the supplement, we show you the revenue composition by bank tier or by client tier, and you can kind of see that they're different, right, from between Calypso and Axiom, but they're selling into all of those tiers, both of them. But they have certain strengths in different tiers. And so, as we think about the power of bringing those two platforms together and then the power of bringing our ASC capabilities and our Market Tech with it, you can kind of think about how we can help each other grow and expand in those tiers where they may be less penetrated. So that's obviously part of our investment thesis as well.

[Kyle Voigt, KBW]

That's great. And then just maybe one follow-up on Adenza, if I could. In the deck, you reiterated that TAM growing 6%, the SAM is growing 8%. And I understand there's a lot of opportunity with the chop on driving higher revenue growth near term and that kind of teens growth range, especially with the regulatory changes that you cited earlier. But I was wondering if you could kind of rearticulate on a longer-term basis why this Adenza business might be able to sustainably grow faster than a 6% TAM or an 8% SAM. Whether that's gaining share competitively or how it's positioned within its subsegments within that SAM that would be really helpful.

[Adena Friedman, Chair & Chief Executive Officer]

Yes, sure. They are gaining share. So that's really exciting to see. And they are, in fact, winning -- they're winning mandates from companies that have competitors. So, that is kind of how -- obviously, how they're winning share. So I think that, that's a very -- that's an exciting part of why we really like their business. They have -- unlike some of their competitors, they're very modular. So they can go in and with one module to kind of breakthrough to a client and then demonstrate their value and then start to expand across other modules, which then allows them to say, you know what, we can do that for you instead of this competitor. We can do this for you instead of that competitor. And they start to penetrate the client by gaining share as well as reducing their internal spend.

And frankly, that's a strategy that we're seeing really successfully play out within Verafin as well. So we do know that strategy can be very effective. Within Verafin, just to digress for one second, we penetrated one of the clients that we went into on the Tier 2s, we went in just showing them our alerting capabilities. And they then said, "Well, wait, your workflow is so much better than what we have. Let me actually -- we're going to use not only your learning, but we're going to use your workflows as well." And now they want to -- and that was on AML and now they want to kind of look over on the fraud side. And they have existing systems in fraud, but they realized just how, frankly, awesome our platform is. So it allows us to go in and land and then expand by potentially taking out competitors.

And I think -- I also think that Calypso and Axiom, the teams, they don't stand still. They're adding new capabilities that will, obviously, continue to grow the market opportunity. And an example of that is that Calypso, in the last few years have moved into the buy side. And not just opening up a whole new segment, client segment, they went from like three to -- I don't want to say the wrong thing, but like 3% to 14% of their revenue coming from the buy side just in the last few years, so that's a growth area.

And then lastly, as they're deploying their solutions in cloud, so 53% of their sales this year so far have been cloud-deployed modules. That actually allows them to be a managed service provider, which then, of course, allows them to take a bigger share of wallet as they're managing the product and not just deploying it. So those are all the reasons why we think the revenue growth is highly sustainable.

[Kyle Voigt, KBW]

Very clear. Thank you very much.

[Adena Friedman, Chair & Chief Executive Officer]

Thank you.

[Operator]

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

[Michael Cho, JPMorgan]

Hi. Good morning. Thanks for taking my question. I guess I'll just follow-up with another Adenza question as well. When we kind of think about the large recurring revenues of Adenza, I realize the new clients and upsells are driving the majority of the revenue growth here. But if we think about existing clients and kind of existing contracts, is there a volume component to any of those contracted revenues? I mean just trying to better understand the recurring nature of the revenue profile and revenue growth for Adenza. I think this may speak to more towards [indiscernible], but maybe you can elaborate there.

[Adena Friedman, Chair & Chief Executive Officer]

Sure. Yes. We have not seen any sort of volume-driven contracts like that. So it's really a -- just think of it as a licensed service maintenance and/or cloud delivered subscription. So they don't have volume kickers within their contracts as far as we know. I think it is much more of a traditional software business. Hopefully, that answers your question, your specific question.

[Michael Cho, JPMorgan]

Yes. No, great. And then just a follow-up, just to switch gears on digital assets. I realize you mentioned about the custodian initiative being halted. Is this a clean pivot away permanently or more of a delay? And I realize Nasdaq is still going to be highly involved in the digital assets ecosystem in a meaningful way. But hoping you can kind of flesh out some of the considerations here as you thought about the custodian initiative. Thanks.

[Adena Friedman, Chair & Chief Executive Officer]

Yes. I try to avoid the word forever. But I would say that what we've chosen to do is really halt our efforts in deploying a custody solution and as a custodian, I should say, like being a custodian in the US crypto marketplace. And the regulatory environment is fast changing, right? It's at least trying to evolve into something that's understandable. Let's see how it does over the next several months and so I think -- and maybe years.

But we like to operate in environments that have a pretty well-known regulatory underpinning. That's just where we're comfortable. It's consistent with our risk tolerance. It's consistent with how we know we can be successful. And the regulatory nature of the business has evolved a lot. And the lack of clarity, I think, has made it to that. As we looked at the opportunity set of just being a custodian, nothing else like just that one segment of the business. Just the fundamental business opportunity changed over the last several months and then the regulatory overlay and kind of overhang changed as well. And I think that just made us decide that it's not the right time for us to enter that business.

Will we ever enter that business? It's possible, but we'd likely do it in connection with other things we might want to try to do in the digital asset space. But right now, our focus is really on being a great technology provider, helping our clients with their potential for ETF listings, Bitcoin ETF listings, and continuing to provide Index solutions in the crypto currency space.

[Michael Cho, JPMorgan]

Great. Thank you.

[Operator]

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

[Brian Bedell, Deutsche Bank]

Great. Thanks, good morning. Thanks for taking my questions. I can keep these quick, I think. One on Verafin, the growth -- the year-over-year growth rate has been in the 20% plus area. It's come down into the high teens, but now it's moved back up in the second quarter up to 19% year-over-year. So I'm wondering are the new sales coming in? I know there's a six to nine month time line in the Tier 1 and 2s. But with organic growth of the Tier 3s and below, do you see this business moving back into a sustainable 20% plus area of annual revenue growth over the next couple of quarters?

[Adena Friedman, Chair & Chief Executive Officer]

Well, I won't give a projection. But I would say that, obviously, as the business is going well. But recognize that AFC is a combination of Surveillance and Verafin, and Surveillance had a little bit of a slower start of the year. And so obviously, I think it's shown that really great strength in the second quarter. And so there are going to be ebbs and flows, and that's why we give you more of a range. Let me give you an absolute number. We give that 18% to 23% range because there are going to be periods of time where we may be able to speed up as we sign more of the larger deals and then we may have more of a lull within a quarter or two.

So I would have to say, I think that we feel good about the range we provided you. We're very excited about the strength of showing both -- all the new sales, both within Surveillance and Verafin in this quarter. But I think, Brian, it's going to ebb and flow just a little bit. It is a SaaS business, so it's not going to ebb and flow too much, but that's why we give you the range.

[Brian Bedell, Deutsche Bank]

Okay. That's super helpful. And then the follow-up just for Ann. I think I heard you say on the Power business that it wasn't going to be material overall, and I heard the $35 million and $20 million. Can you just restate that again in terms of the revenue impact and then the expense impact?

[Ann Dennison, Chief Financial Officer]

Yes, sure. So if we're just looking back to 2022 and you look at it on an annual basis, we'd expect once we've closed on the sale that we see a reduction in revenues of around $35 million and approximately $20 million reduction in expenses. And what we do plan to do starting next quarter is reclass that out of the Market Platforms business into our Corporate and Other segments, you'll be able to see that decline as the sales closes.

[Brian Bedell, Deutsche Bank]

Okay. Great. Thank you.

[Operator]

Thank you. I'm showing no further questions in the queue. At this time, I'd like to turn the call back over to Adena Friedman, Chair and CEO, for closing remarks.

[Adena Friedman, Chair & Chief Executive Officer]

Great. Thank you, and thanks very much for your time today. We are excited to continue to update you on all of our progress in our business, while we also prepare for our next chapter with Adenza as part of the Nasdaq organization. So thanks for all your questions, and I hope you all have a great day. Thank you. Bye-bye.

[Operator]

This concludes today's conference call. Thank you for participating. You may now disconnect.