Nasdaq Inc

NASDAQ:NDAQ

Earnings Call Transcript 2017-Q4

[Operator]

Good day, ladies and gentlemen, and welcome to the Nasdaq Fourth Quarter 2017 Results Conference Call. At this time, all participants are in a listen-only mode. Later, there will be a question-and-answer session, and instructions will follow at that time. [Operator Instructions] As a reminder, this conference call is being recorded.

I'd now like to turn the conference over to Ed Ditmire, Vice President, Investor Relations. Sir, you may begin.

[Ed Ditmire, Vice President, Investor Relations]

Good morning, everyone, and thank you for joining us to discuss Nasdaq's fourth quarter 2017 financial results. On the line are Adena Friedman, our CEO; Michael Ptasznik, our CFO; Ed Knight, our General Counsel; and other members of the management team. After prepared remarks, we'll open up to Q&A. The press release and presentation are on our website. We intend to use the website as a means of disclosing material, non-public information and complying with disclosure obligations under SEC Regulation FD.

I'd like to remind you that certain statements in this presentation and during Q&A may relate to future events and expectations, and as such, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. Information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press release and periodic reports filed with the SEC.

And now I'll turn the call over to Adena.

[Adena Friedman, Chief Executive Officer]

Thank you, Ed, and good morning, everyone. Thank you for joining us. I want to use our time together to discuss our strong 2017 financial performance, update you on the actions we've taken to drive forward the new strategic direction for Nasdaq that we unveiled last year. Detail our execution priorities for 2018, and lastly, address the latest developments on macro and regulatory backdrop for us and our clients. Q4 2014 featured strong results with non-GAAP EPS of $1.5, up 11% year-over-year exhibiting particularly strong momentum across key areas of our business.

Turning to the full-year 2017, we generated total net revenue of $2.4 billion, an increase of 7%. Non-GAAP operating income rose 9% on higher margins, and we increased our non-GAAP diluted EPS by 10% year-over-year. Free cash flow from operations excluding Section 31 fees rose 18% to $756 million. Subscription and recurring revenues increased 7% in 2017 compared to the prior year to over $1.8 billion driven in large part from organic growth and represented 76% of total net revenues.

We continue to invest where we have conviction that we can bring value to our clients in new ways both through our organic initiatives and through our eVestment and Sybenetix acquisitions. We complemented this with strong capital returns to shareholders. Dividends and share repurchases totaled 65% of our non-GAAP net income for the year.

The net results was another year of delivering on our double-digit total shareholder return ambition, driven through a combination of great positioning we've established to help our clients respond to important industry trends and technological advancements, gains from our improving competitive position and continued focus on execution and efficiency.

Turning to the specific highlights from our businesses in the quarter and across the year. In our Information Services segment, we saw 19% increase in Index Licensing and Services revenue in 2017 with assets under management and exchange traded products linked to Nasdaq indexes rising 35% to a record $167 billion at year end. I've known in particular that Smart Beta indexes today comprise over 40% of our total AUM which positions us especially well for the future.

Market Technology generated a 10% increase in revenues in 2017. More importantly, new business is strong with $292 million in total order intake for the year, a reflection of the increasing demand for the partnership approach we take with our clients in offering world-class market infrastructure and surveillance technology to the industry.

Order intake in the fourth quarter reflected new and deeper client relationships including an expansion agreement with Tadawul, the Saudi Arabia Exchange to deliver new cash and derivatives clearing, central securities depository and post-trade risk management technologies, as well as an agreement with SIX Group for the provision of an index system. Additionally, the Singapore Exchange is adopting the Nasdaq Financial Framework technology for their securities markets.

Importantly, over the course of 2017, Nasdaq also signed a record six new exchange clients across core trading matching, risk management, and post-trade systems, including BVP in Panama, STRATE, the South African CSD, and Astana International Exchange in Kazakhstan, while also experiencing growth in its SMARTS surveillance and BWise enterprise risk management businesses.

Turning to our Foundational Marketplace businesses, starting with Corporate Services. We completed the year with strong trends across the business. Nasdaq continues to be the U.S. listings leader, winning 69% of U.S. IPOs in the fourth quarter, and 63% for the full-year with the 136 IPOs and 62 new ETP listings.

Some highlights for the fourth quarter include CarGurus, MongoDB, National Vision, and Stitch Fix. Nasdaq's Nordic markets delivered a record breaking 108 new listings in the year, including [indiscernible] or video entertainment and monitors group. The total number of Nordic listings increased 9% to 984, and our Nordic markets continue to lead Europe in SME listings.

Nasdaq also attracted an especially strong number of listing transfers in 2017 with 21 ETP switches and 11 corporate switches, including PepsiCo the largest exchange switch ever, Principal Financial, Visteon, Xcel Energy, and Workday. The switches represent companies across six major industry categories making at our most diverse year for companies choosing to join us from our key U.S. competitor. In total, $358 billion of market capitalization switched to Nasdaq during 2017, bringing the aggregate market capitalization switch to over 1.2 trillion over the past 12 years.

In our Corporate Solutions business, we continue to enhance our flagship Nasdaq IR Insight product by rolling at two new analytics supplements in 2017. Insight 360 which uses machine learning to help companies quantify and benchmark the effectiveness of their IR program, and passiveIQ which delivers unique insights to our corporate clients on the increasingly important passive portion of the investment universe.

In Market Services, we gained market share in 2017 across our three biggest revenue categories; U.S. options, U.S. equities, and European equities, while Trade Management services continue to deliver consistent growth. In Europe, we have positioned ourselves to deliver for our customers and earn more of their business as a result of the new regulations and requirements resulting from MiFID II.

We've adapted and innovated around changing regulations with the launch of a periodic auction feature called Auction on Demand. We've seen good initial momentum since the start of the year and we believe that momentum will continue to pick up as the double cap restrictions are placed on European Dark Pools in the spring.

Stepping back to look at the broader organizations performance, I am pleased to report significant achievement against our execution priorities for 2017. First, we increased our competitive position across the majority of our businesses, best exemplified by our market share gains in the three largest trading revenue categories, our exceptional performance in Index Services, market leading new listings in the U.S. and Nordic markets, and our landmark wins in new applications of our Market Technology.

Second, we completed the integration of the ISE acquisition, six months ahead of schedule, while maintaining market share and customer momentum, delivered on the full $60 million in targeted cost synergies and identified additional cost opportunities along the way.

And third, we saw meaningful progress commercializing the important disruptive technologies where we have developed deep internal expertise, including sales of the Nasdaq Financial Framework, which puts Blockchain and cloud capabilities enhanced the market operators as well as the Analytics Hub and Insight360 products, which levers machine learning to develop new insight to our investor and corporate customer client basis.

As we focused on those execution goals, we also spent the year reviewing our broader strategy to determine the best way for our Company. Specifically in September of 2017, we communicated to use the results of the strategic review and articulated a renewed strategic direction to maximize the resources people and capital allocated to our biggest growth opportunities, particularly in our Market Technology and Information Services businesses.

We also affirmed our commitment to sustaining the special marketplace platform businesses that are core to Nasdaq, and said that we will be reducing capital resources in areas that are not a strategic to our clients and do not have the significant growth potential within Nasdaq.

We immediately went to work to begin executing against our strategic plan in terms of putting more resources behind our biggest opportunities, we closed the acquisition of eVestment in late October, adding their unique and high growth institutional investment data and analytics and with it, the potential to catalyze higher growth, not only in our information services business, but also to unlock bigger opportunities across several buy-side focused organic initiatives for eVestment's great client relationships could open new doors.

We've been very pleased to see eVestment's strong momentum continues for the fourth quarter. eVestment's topline standalone results in the fourth quarter of 2017 grew 13% year-over-year to $23 million. And in terms of metrics that drive future period new subscription sales in the fourth quarter rose 77% and the retention rate was 5 percentage points higher versus the prior year fourth quarter.

In addition to our eVestment acquisition, we reaffirm some key ongoing internal strategic growth initiatives, notably our investments in the Nasdaq Private Market, and FX, and ocean. We also decided to continue to increase our investment in our analytics of data initiative, our buy-side market surveillance offering supplemented by the acquisition of Sybenetix and the Nasdaq Financial Framework as the foundation for our next-generation market infrastructure platform for both our own markets and for those clients we serve with our Market Technology expertise.

On the other hand, in terms of where we are reducing capital, we announced on Monday that we completed the review for strategic alternatives for our public relations solutions and digital media services businesses, resulting in the sale of those assets to West Corporation.

As part of the terms of the transaction, we've agreed to an exclusive multi-year partnership with West to provide our eligible Nasdaq listed clients, seamless access to certain products and services included in the transaction. This will allow us to concentrate our investments going forward on our core high value investor relations intelligence and board collaboration solutions along with our leading listing franchises and pioneering private market solutions, which have been critical in terms of our strategic positioning with our corporate clients.

To sum up our progress on implementing our new strategic direction with the eVestment experiencing strong closing momentum, our decisions to move resources more decisively behind our most promising growth opportunities and our agreements to put the press release and multimedia businesses in the hands of a high quality partner, we are taking strong early action to get our business position to reach its full potential.

Building upon our momentum and executing against our strategic pivot, we have developed our tactical priorities for 2018. Specifically, first maximize our opportunities as an innovative analytics and technology partner to the capital markets industry. This includes, one, enhancing our culture to attract and retain creative talent across our technology and business organizations.

Two, investing our capital and innovations such as the Nasdaq Financial Framework behavioral surveillance analytics and analytics have to carry our clients into the future of trading and investing, and three, on the flip side, completing the Multimedia and PR divestiture to free up time and resources to focus on growth.

The second priority is developing and deploying our marketplace economy technology strategy, which is intended to broaden the set of applications for our world leading capital Market Technology to include a wide range of sophisticated non-financial markets.

And lastly, advancing our competitive position across our core businesses, which is obviously continuation of the 2017 goal. Because ISE opportunities to continue to build on our momentum in some areas that we saw gains last year. I look forward to updating you on our progress on these goals as the year progresses.

Now I want to spend a few minutes on the current state of the backdrop we operate and encompassing with macroeconomic conditions as well the regulatory environment. On the macroeconomic backdrop we remain positive on the potential impact of synchronize global economic growth.

Economies as well as equity markets have considered momentum across the U.S., European and Asian regions, which are all important in different ways to our core client group. We continue to experience relatively low a volatility environment, although we are seeing some early signs of increasing volatility as we enter 2018.

Moving to the political and regulatory environment almost a year-ago we saw an opportunity in Washington as the new administration is getting started and took action by releasing our blueprint to revitalize the U.S. capital markets. It is intended to spark a dialogue about making sure we're doing all we can to foster and attractive public environment for growing companies.

In many ways the administration's agenda and priorities as it relates to the markets as well as various legislative initiatives have wind up closely with the proposals in our blueprint. This includes regulations for proxy advisory firms proposed by Congressman Sean Duffy of Wisconsin that recently passed by the House.

And the new SEC Chairman Jay Clayton views an Activist Investor is used as a proxy system and his actions to allow firms to keep parts of their IPO of registration filings confidential regardless of their size. These early initial steps towards improving the U.S. public markets to make them more attractive, well thereby further job growth and job creation and economic growth.

Switching gears to specific market structure proposals of the SEC. In our strong view and the recent [CeeLo] market unclosed proposal, risk destabilizing the market close harming our listed companies and their shareholders. This proposal generated unprecedented protest, including negative comment letters from dozens of issuers, the largest U.S. equity index or trading firms and asset managers that rely on a critical market closing auctions to value trillions of dollars of investor's assets every day.

While we see the financial impact to Nasdaq is likely immaterial we feel strongly that the proposal carries a significant risk of harming issuers and investors. Therefore, we are actively responding by filing a petition, highlighting the potential act and asking SEC commissioners to review the decision. We will look to continue our leadership as a voice in Washington for our clients in 2018.

Turning to tax reform we've been active and enthusiastic supporters of tax reform as a mechanism to spur investment and growth and to make the U.S. corporate environment more competitive globally. Therefore, we are very pleased with the outcome of the bill. Specifically to Nasdaq assuming the tax reform bill is applied to normalize 2017 results it would have resulted in approximately $6 million in additional free cash flow for the year.

Going forward with the additional cash flow we intend to focus our investments on our largest growth opportunities where we expect to generate the highest returns for shareholders. While also providing increasing capital returns to shareholders all of which is consistent with the capital allocation priorities we put in place.

In conclusion, we are coming off a strong year and will continue to be guided by our new strategic direction. As I enter my second year as CEO, I see evidence of an expanding potential for this organization. In terms of how we solve increasingly advance client challenges as well deliver for our shareholders. I could not be more excited about the future of our company.

I'm convinced that Nasdaq has unique skills, experience, and vision to continue generating tremendous value and importantly there are relentless drive to continue innovating and disrupting as we've done since our founding.

And with that, I'll turn it over to Michael to review the financial details.

[Michael Ptasznik, Chief Financial Officer]

Thank you, Adena, and good morning, everyone. My commentary will primarily focus on our non-GAAP results and our comparisons will be to the prior year period unless otherwise noted. Reconciliations of U.S. GAAP to non-GAAP results can be found in the attachments to our press release and in the presentation that's available on our website at ir.nasdaq.com.

I'll start by reviewing fourth quarter revenue performance as shown on Page 3 of the presentation and organic growth on Pages 4 and 15. The 6% for $36 million increase and reported net revenue of $635 million consisted of organic growth of $17 million including 5% organic growth in the non-trading segments. A $12 million favorable impact from changes in foreign exchange rates and a $7 million impact from acquisitions, which is net of an $11 million purchase price adjustment on deferred revenue associated with the closing of the eVestment acquisition.

I will now review quarterly highlights within each of our reporting segments. I will start with Information Services, which, as reflected on pages 5 and 15, saw a $21 million, or 16%, increase in revenue, including $12 million, or 9%, organic growth. Index Licensing and Services revenues were up 23% in the fourth quarter of 2017, primarily due to higher assets under management and exchange traded products linked to Nasdaq indexes.

Data product revenues increased 13%, primarily due to the inclusion of revenues from our acquisition of eVestment which closed in late October, net of an $11 million deferred revenue purchase price adjustment. This adjustment was approximately $2 million higher than the estimated guidance we provided last quarter. This does not reflect the change in the total adjustment just the shift in timing of recognition. For the full-year of 2017, Information Services organic growth totaled 7%.

Market Technology revenue, as shown on pages 6 and 15, increased $10 million, or 13%, with organic growth totaling $8 million or 10%. Organic growth totaled 9% during the full-year of 2017.

The period end backlog finished at $847 million a record high and an increase of 9% from the prior year quarter. The operating income margin for Market Technology was 24%, down 6 percentage points from 30% in the prior year period, primarily due to the impact of investments we are making to upgrade our technology for the next generation Nasdaq Financial Framework, and to enhance and grow our surveillance offering. Two initiatives that we believe can help move the Market Technology margin to higher levels as they scale in future periods.

Turning to Corporate Services on pages 7 and 15, revenues increased $3 million, or 2%. In our Listings segment, there was a positive $2 million impact from changes in foreign exchange, while revenue growth in the Nordics was offset by lower U.S. listings revenues from the runoff of listing of additional share fees due to the adoption of the all acquisitive annual and listings of additional share fee package.

We expect a moderate boost to U.S. listing fee revenues in 2018 as all acquisitive offering became effective for all U.S. issuers on January 1. For the Corporate Solutions segment, revenues increased $1 million, or 1% due to favorable changes in foreign exchange rates. The Corporate Services operating margin was 30% versus 25% in the prior year period with operating income increasing 24% reflecting increasing efficiencies and achievement of synergies.

Market Services net revenues, on pages 8 and 15, saw a $2 million, or 1%, increase, with $5 million positive impact from changes in foreign exchange, partially offset by a $3 million organic decline. The organic decline was due to lower revenues in U.S. options, partially offset by organic growth in European cash equity trading and trade management services.

The decline in U.S. options was due to lower average net revenue capture, driven by shifting mix factors as well as our deliberate actions to share a portion of cost synergies related to the acquisition of ISC with market participants. This is partially offset by higher market share and industry volumes. We have put in place pricing refinements intended to stabilize pricing as we move into 2018. Market Services operating income totaled 55%, up 1% from the prior year period, and operating income increased to 3%.

Turning to Pages 9 and 15 to review expenses. Non-GAAP operating expenses increased to $17 million to $341 million with a $16 million expense increase from acquisitions and $7 million unfavorable impact from changes in foreign exchange rates partially offset by $6 million organic decrease. The organic decrease was $6 million compared to the prior year quarter, principally reflect the changes in variable compensation accrued in the period, as well as lower provision for bad debt.

Turning to Slide 10, I would like to discuss our expectations for 2018 non-GAAP operating expenses. We expect non-GAAP operating expenses of $1,375 million to $1,415 million in 2018 which based on our current projections includes approximately $170 million of full-year costs related to the Public Relations Solutions and Digital Media Services businesses that we announced that we agreed to sell.

The increase from our 2017 expense base of $1.270 billion which is restated for the impact of revenue recognition accounting changes is composed of about 3% organic increase, most of which is due to spending in our growth initiatives about 1.5% from FX changes and the remainder due to the full-year impact of our late 2017 acquisitions of eVestment and Sybenetix.

Assuming a mid-year 2018 close to the transaction, we expect our expenses would decline by approximately $65 million to $70 million from our 2018 expense guidance. We expect to achieve a full annualized run rate savings of approximately $170 million within 12 months of closing of the transaction. We will update our official guidance to reflect the exact closing date in any updates to the expenses elimination timing after the transaction is closed.

Moving to operating profit and margins, non-GAAP operating income increased 7% in the fourth quarter of 2017 and the non-GAAP operating margin totaled 46% unchanged versus the prior year period, a reflection of margin expansion in the core business being offset by the impact of the eVestment acquisition, which profitability is temporarily impaired by the purchase price adjustment on deferred revenues as well as compensation and other expenses associated with our acquisition.

Net interest expense were $34 million in the fourth quarter of 2017, a decrease of $2 million versus the prior year period, primarily due to refinancing to lower cost debt partially offset by the increased debt due to eVestment.

The non-GAAP effective tax rate for the fourth quarter of 2017 was 32%, which excludes the impact of excess tax benefits related to employee share-based compensation. We made a decision to exclude the excess tax benefits from our non-GAAP results presented for the fourth quarter and full-year 2017 as well as going forward due to the volatility, the fact that they are not reflective of current period operations because management does not consider the excess benefits when evaluating or allocating resources to our businesses.

For the full-year 2018, our non-GAAP tax rate guidance is a range of 24.5% to 26.5%, a decrease of 7 percentage points to 9 percentage points from our 2017 non-GAAP tax rate of 33.3% reflecting principally the Tax Cuts & Jobs Act was enacted on December 22, 2017.

Non-GAAP net income attributable to Nasdaq for the fourth quarter of 2017 was $197 million or $1.05 per share - diluted share, compared to $161 million or $0.95 per diluted share in the prior year period.

On Slide 11, we discuss revenue and expense impact under adoption of ASU, 2014-09, which impacts the timing, not the amount of revenue and expense recognition. This accounting change will go into effect beginning Q1 of 2018 and will be restating 2017 results at that time to ensure results are presented on a comparable basis.

While this change will lower our 2017 GAAP and non-GAAP results modestly, it does not affect our cash flows in the period, nor change our expectations for the organic growth we expect in the coming period.

Turning to capital that increased by $464 million versus 3Q 2017, primarily due to $441 million net debt issuance to fund eVestment acquisition and a $22 million increase in Euro Bond book values caused by a stronger euro.

Our debt-to-EBITDA ratio ended the period at 3.3 times versus 3.1 times at the third quarter of 2017. As mentioned previously, we continue to plan to delever to a mid two times leverage ratio by mid 2019.

Share repurchases in the fourth quarter totaled $29 million, bringing total 2017 repurchase to $203 million, together with dividend payments we returned $446 million to shareholders during 2017, representing 65% of our non-GAAP net income in the period.

In addition to continuing our regular stock buyback activity with intention of maintaining a stable share count, we anticipate using after tax proceeds of the sale of the Multimedia and PR businesses to repurchase additional shares, which is expected to lower our share account modestly and largely offset the EPS impact of the elimination of the annualized net income associated with the divested businesses.

As of December 31, 2017, there was $226 million remaining under the board authorized share repurchase program and our Board of Directors recently approved an increase to our share repurchase authorization of an additional $500 million.

We plan to continue to use our capital including the enhancements due to lower tax rates to optimize the returns to shareholders to focused investment in organic growth opportunities, carefully considered M&A, continuing to grow the dividend as earnings and cash flow increase.

Thank you very much for your time and I'm going to turn it back to the operator now for the Q&A session.

[Operator]

Thank you. [Operator Instructions] Our first question comes from Rich Repetto with Sandler O'Neill. You may begin.

[Richard Repetto, Sandler O'Neill + Partners, L.P.]

Yes. Good morning, Adena. Good morning, Michael. I guess my questions on the strategy and the strategic pivot, and it looks like you took up the R&D spending by $20 million or more than 50% compared to last year. And I guess the question is how do we think about like the return on the ROIC and as you invest more I guess in the Analytics Hub buy-side surveillance in Nasdaq Financial Framework?

[Adena Friedman, Chief Executive Officer]

Michael, why don't you start by saying what that comprises of that would be great.

[Michael Ptasznik, Chief Financial Officer]

Yes. So Rich, thanks for noting that. So the increase in the R&D expenses was $65 million to $75 million. Now this does appear higher than previous years for two reasons. First of all, it's in line with the new strategic approach that we've been outlining and reflect the reallocation of resources from the businesses that we will sustain or deemphasize towards those initiatives that reflective of the longer-term growth opportunities would like an effect that Adena spoke about earlier. So it's a reallocation from these businesses into the new areas and the new, so it's not an increase in the overall spend, it's a reallocation of resources. That's number one.

Secondly, the previous numbers that we used to provide excluded certain initiatives that were included in normal operating expense and now have been reclassified and grouped with our R&D program, and that really allow us to manage these investments in a manner that's more conducive to their growth nature versus operational nature.

[Adena Friedman, Chief Executive Officer]

And in terms of the return potential and how we manage and measure these investments, Rich, a couple of things. By putting all of this initiative into what we're now calling Nasdaq next, which is our internal program name. We have a - a means basically require a lot of visibility around the programs. We do regular meetings with the teams that are implementing the different initiatives.

They provide us future forecast in other ways for us to measure how they're progressing against certain targets. But as we have made the decision to either approve or re-approve these programs, we do look at the long-term ROIC characteristics of these opportunities. And each one of them has a different timeframe for that, because if it's a relatively - if it's kind of an extension of an existing business, we might put a shorter timeframe on when we expect to see a nice return from that. But if it's a brand new thing that we've never done before, we usually give it a longer runway to continue to try to grow.

In terms of the ROIC, I think that these are the things that we can do that if we can scale them on an organic basis. The ROIC is significantly higher than if you're using your capital for acquisitions and other things. So it's worth taking the risk to try to get a really attractive return over the long-term.

And we do believe these are the things that will also strategically carry us forward with our clients and so they're very important to the way that we're running our business going forward. But they do have different - each one of the investments kind of has a different profile to them.

[Richard Repetto, Sandler O'Neill + Partners, L.P.]

Okay. Thank you. And then my one follow-up would be I guess closely related to the first question here, but when you look at the margins Information Services as well as Market Technology they were down year-over-year and Information Services quarter-over-quarter materially. And I guess can you help us understand I guess from the first question, the extra investment that's going in there and the impact on margins I guess going forward in these areas that you're prioritizing?

[Adena Friedman, Chief Executive Officer]

Sure. Yes, so on Information Services the margin is really down because of the eVestment acquisition and especially given the fact we have some deferred revenue that we have to - the purchase price adjustment on the revenue in the fourth quarter also brings it down even further than otherwise wanted on a normalized basis. But the eVestment acquisition does have a lower margin profile than the overall Information Services business, so that will have somewhat of an impact.

The Analytics have initiative within that the data business has been an ongoing initiative for a while. So that's kinds have been baked into our margins over the last few periods. And even if we increase investment there it's still going to be modest in comparison to the overall business there. On the Market Tech side though that is more a reflection of organic growth, I mean organic investment in both our surveillance for buy-side and our Nasdaq Financial Framework initiatives.

And those are areas with relatively heavier internal investment and organic investment because we see the profile of those being very high return over the long-term. And the one thing I would say is when we first - when we first started took on the Market Tech business, it really was - frankly it was actually a money losing business, but we've been marching it up to the margin that started the year at over time, but there were periods of time where it either flattened out or even declined a little bit as we invested in integrations or invested in new technologies to try to drive it to a higher margin.

And I do believe that with the Nasdaq Financial Framework investment that's a period of investment that will drive us to a higher margin and much higher growth over time because we'll be ought to scale that business, hopefully provide a deeper relationship with our clients and make it, so that we can deploy more clients faster over the long-term. So there are a lot of benefits that come from that investment right now. And that's what's really driving down the margin this year.

[Richard Repetto, Sandler O'Neill + Partners, L.P.]

I understood. Thanks and I'll look forward to a strong 2018.

[Adena Friedman, Chief Executive Officer]

Thank you very much.

[Operator]

Thank you. Our next question comes from Chris Allen with Rosenblatt. You may begin.

[Christopher Allen, Rosenblatt Securities Inc.]

Good morning, everyone. I just wanted to touch a little bit on Market Technology. It seems like it was another very strong quarter, nice broad-based growth in the order backlog. Last quarter you talked about that moving to more of a SaaS recurring business model and order backlog is not as representative as it has been in the past. I am just trying to interpret how to think about the growth we are seeing in the order backlog and just the ongoing trend here. It seems to me you are building a nice stable recurring business revenue line, but now you're seeing some accelerated growth on top of that, so any color there would be helpful?

[Adena Friedman, Chief Executive Officer]

Sure. And you are right. We are doing two things. One is we want to move more of our implementations towards our recurring model. We want to move more of our product base to more towards kind of a platform-as-a-service or a software-as-a-service model, and that is frankly part about Nasdaq Financial Framework investment. So there are - parts of our business is certainly surveillance and increasing the BWise where it really is more of a software-as-a-service.

The core Market Tech business continues to be primarily a deployed solutions business, but with the Nasdaq Financial Framework, the whole notion is to move it more towards a platform-as-a-service model. But we have said in the past that we are looking towards new metric to measure this business and that order intake is becoming kind of less relevant as the only way to look at the business. So we will be - as we go into Investor Day, we will be looking at new metric or additional metric that we want to provide you, so you see get a better sense of how to measure the growth.

But I would say, overall you are correct that the overall characteristics of the business, there's just a lot of demand for what we do, and it's really great to see that our clients see us the best partner for them. I think the investments we're making in the Nasdaq Financial Framework are giving them even increasing confidence that if they invest in us now, we'll be able to carry them into the future. These are really long-term investments that the clients are making, but they know that we're investing in their future by investing in the Nasdaq Financial Framework.

[Christopher Allen, Rosenblatt Securities Inc.]

Thanks. And then just a quick follow-up. I mean you noted some nice change this quarter, I think in the last quarter you talked a little bit about penetrating some of the Tier 1 banks. Do you see any further opportunity with the bank penetration because that seems to be to me like one of the bigger opportunities from a longer term perspective within this business?

[Adena Friedman, Chief Executive Officer]

Yes. We do see continued opportunity in the banks and those sales cycles just take a while, so we are in active dialogue with several banks, and we hope to obviously continue to drive that growth in new bank deals as well.

[Christopher Allen, Rosenblatt Securities Inc.]

Thanks a lot.

[Operator]

Thank you. Our next question comes from Kyle Voigt with KBW. You may begin.

[Kyle Voigt, Keefe, Bruyette & Woods, Inc.]

Hi. Good morning. Just a follow-up on some of the color earlier around SEBO's market on close, I think you said it was likely immaterial to results. Is there any way you could help kind of quantify like a percentage of the cash equities revenue that comes from market on close orders today?

[Adena Friedman, Chief Executive Officer]

So we don't provide that level of detail in terms of the financial performance of our equities business, but I think that it's been widely stated and I think it's out there. About 5% of our volume in Nasdaq was issues comes from the closing activity, but that's a combination of a lot of different order types that all come together, so you got the market on close going on close, the balance only and then regular market orders that are regular way orders that come in.

So it's really a combination of a mix of things and so we don't break out very specific areas, but as I said before we really do believe that assuming we manage through this issue successfully, frankly we believe that we should continue to have all of those orders come into Nasdaq, and we believe very strongly about that as witnessed by our petition. To the extent that there is a competitive environment that develops, we definitely believe that we'll be able to manage that very successfully with as we said likely a material outcome for us.

[Kyle Voigt, Keefe, Bruyette & Woods, Inc.]

Okay. Thanks. And just one follow-up for me would be on really the strategic pivot. And I know at the time the eVestment acquisition you kind of laid out. What the idea was for investing in different segments and we got to divestment since then. I guess is this strategy going forward, is this going to be a continued kind of looking at lower growth, lower margin businesses that maybe within different segments across the firm on an ongoing basis? And I guess if that process still going on and guess if you could share if. there's anything else here that you're thinking about in certain segments they potentially divest going forward? Thank you.

[Adena Friedman, Chief Executive Officer]

Sure. Yes, it is a continuous process and it will be going forward. So I think that it's something where our leadership team is always considering how we are best serving our clients and making sure that everything we do is strategic to them, strategic to us and it's something we're really good at.

And so we will continuously look at our - on the suite of things that we offer to the capital markets and make determinations as to whether or not they continue to be - we continue to be the right place for them. We do not have any other specific things that we are currently contemplating. We obviously have to focus on completing the sale to West and making sure that that partnership got off to a great start. That's a critical next step for us and I will take some time to do that.

[Kyle Voigt, Keefe, Bruyette & Woods, Inc.]

All right, thanks.

[Michael Ptasznik, Chief Financial Officer]

And Kyle, just the other parts add to that is, part of that allocation process is necessarily mean that there's going to be an acquisition of divestiture per se every time. We could also just reflect the reallocation of the resources in capital as we've talked about earlier with respect of the increase in the Market Tech area as well on our advantage basis. So it's really a combination of those things that we're going to be looking at regularly.

[Kyle Voigt, Keefe, Bruyette & Woods, Inc.]

Thank you.

[Operator]

Thank you. Our next question comes from Brian Bedell with Deutsche Bank. You may begin.

[Brian Bedell, Deutsche Bank AG]

Thanks. Let me just start out with the sale of the Public Relations and Digital Media Services. I assume that's all in the corporate services and that would reduce that revenue we make almost half, but from the long-term perspective that three to five year revenue growth outlook, assuming that was a lower growth business wouldn't that make you more confident that you could bring up that that low single-digit target to something a little higher? Is this the matter of time or should we still be thinking of that business in lower single-digits?

[Adena Friedman, Chief Executive Officer]

So I mean in terms of the sale, I guess it is in the Corporate Services segment and specifically in the Corporate Solutions part of the Corporate Services segment. In terms of the long range outlook, we will continue to assess that as we complete the acquisition or - divestiture to understand our views on to in terms of the long-term growth of the remaining assets and make sure that we feel confidence in our deliver against that growth profile there. But we're currently assessing that.

[Brian Bedell, Deutsche Bank AG]

Okay and maybe just listing that's holding it down right now?

[Adena Friedman, Chief Executive Officer]

Well, historically what we have said about listings in the past is that it's low single-digits because of the fact that price increases and other changes are episodic and depends on the IPO environment. So we'll continue to have that as part of our assessment.

[Brian Bedell, Deutsche Bank AG]

Okay, and then just when I guess in the spirit of reallocating to [indiscernible]. If can you talk about NFX, is that still losing $0.02 a quarter and that's been going on for a while, is there any view of reassessing whether you want to stay in that business?

[Adena Friedman, Chief Executive Officer]

We remain very committed to the NFX business. We continue to look at ways to bring new products onto that platform. Our clients' remains very focused on it and dedicated to making it work. I would say for in terms of an investment from that it's about $0.01 to $0.02 a quarter. So it continues to be a pretty modest investment, but one that we believe that continues to have a very bright long-term future for us.

[Brian Bedell, Deutsche Bank AG]

And will bitcoin futures product part of that potential from the launch perspective?

[Adena Friedman, Chief Executive Officer]

Yes, if we were to choose to launch a bitcoin future, we would launch it on an effect.

[Brian Bedell, Deutsche Bank AG]

Okay, thank you.

[Operator]

Thank you. Our next question comes from Chris Harris with Wells Fargo. You may begin.

[Christopher Harris, Wells Fargo Securities, LLC]

Thanks, another question on the Tech business. Where do you think this business is in the context of the potential addressable market?

[Adena Friedman, Chief Executive Officer]

That's a great question and I would say again we'll probably provide a little more color and details on that as we get into our Investor Day in March. But we definitely see an expanding addressable market. So the fact that we are looking at the exchange base in itself is we've always kind of look that as the potential kind of $2 billion addressable market.

You go into the banks and you start to look at market infrastructure at the bank level, you've got many billions more opportunity to go into the surveillance business and for purely in the market surveillance, market oversight space that's actually got a large addressable market and the exact size I don't remember, but it's a large - certainly much larger than what we're achieving so far.

But then you also can then look at how do you move and expand that into more of the client side and into the buy-side. So it's kind of in the billions range on each of those, billions of dollars in each of those addressable market. It's a matter of how we make sure that we execute against that and we deliver the technology and the service they need to be able to succeed. But we're really excited about how we can continue to find new opportunities. And then the markets economy concept is one where Ad-hoc we get requests from non-financial markets to use our Market Technology.

And it's just been kind of like inbound over time what we're doing in 2018 which is why I made it our business priority is to become much more structured and how we it approach the non-financial markets with our technology and recognize that specifically if we can deliver a market in the cloud have Blockchain as an integrated part of that have a really integrated data layer and allow from markets to be able to deploy faster and new markets to emerge faster we believe that we can really address a non-financial markets economy outside the financial markets with our technology and so that's yet another area of opportunity for us that we're just starting to understand.

[Christopher Harris, Wells Fargo Securities, LLC]

Okay. Thank you.

[Operator]

Thank you. Our next question comes from Alex Kramm with UBS. You may begin.

[Alex Kramm, UBS Warburg LLC]

Hey, good morning, everyone. Just shifting to the markets services site for second, I think Michael you mentioned the options business as obviously shrinking business from a revenue perspective. I think you ran through pricing as well. Can you just flush all those comments again in particular as we think about the strong equity options activity so far the first quarter? I mean it's pricing on taking to the step down and how are you looking at the run rate right now of pricing given the strong volumes?

[Michael Ptasznik, Chief Financial Officer]

First of all I don't think we said that it's a shrinking business, I think it was lower in the quarter, but that's not a comment of both is the future of the business. And in fact there has been strong activity so for the beginning of this year which in contrast to where it was at the end of last year.

So from a pricing standpoint as I mentioned on in my remarks it was a reflection of a bit of a mix shift was part of the reason why we saw the reduction and capture of the more the volume is going through the Philex floor, which has a bit of a different capture right there as well there was some changes to some of the fees to that effect that as well that we did maintain and actually grew our overall market share in that business.

Again in my comments we did talk about some of the changes that we were making that with intention to stabilize the pricing there and so that would be the intent we do try to optimize combination of market share and pricing and trying to ultimately optimize the revenue.

[Adena Friedman, Chief Executive Officer]

Yes, I'd say Alex one of the great things about having the six venues we have now is it does allow our clients to have a lot of choice. All within the kind of umbrella of Nasdaq, and so if they're looking at new strategies that they're undertaking and they might say that the Philex floor is a better way to execute this strategies or maybe ISE complexesor maybe [indiscernible] itallows them to have that flexibility all within Nasdaq, but that does each one of those then yours has a different fee characteristic to it.

And so it really is a matter of how they're spreading and managing their strategies, but we get the opportunity to have all of that within our umbrella. I think that in terms of going into 2018 we will always be looking at those kind of incremental things that we can do to drive market share, maintain capture and serve our clients and as volume comes up also you've got the potential for some volume caps to head, but we are very confident that we have a good strategy here and there's not - there's no concern within Nasdaq around how are managing this I think it's just a natural way for to manage our client relationships.

[Alex Kramm, UBS Warburg LLC]

Okay. Great thank you. And then just on the Market Technology side for second. This might be a little bit nitpicky, sorry, but you talk about all these business wins and being like a strong partner to clients and new technologies to one thing that I notice at the end of last year is that ASX which has been a partner since the late 90's when somebody else digital assets on something and related to Blockchain. So now maybe you can flushes out a little bit considering that you know you talk about Blockchain a new technology is a lot and it's a strong part in the path. So it looks like a business when other business loss, but something that's been a new wins. So maybe you can flush that particular one out?

[Adena Friedman, Chief Executive Officer]

Sure, that's not a problem. Yes, so ASX has been a really great partner to us every year and they continue to use us for new things they've signed a new SMARTS agreement they continue to work with us on clearing. We are - but in the derivatives side. We have never actually been a clearing technology provider to them on the cash equity side. That's always been an internal system that they've had. So clearing and settlement of cash equity has been a very internal build call test that they've had a very esoteric to the Australian markets very different from what you'd see and other markets.

And what they've been trying to figure out our frankly several years is how to and upgrade or replace or advance that technology. And so they made a decision a couple of years ago actually to partner with digital asset holdings. And it was at the very beginning of the whole discussion around Blockchain and we were really, really early in our internal work there.

So I think had they made a decision a year ago perhaps it would have been a different decision. But they were making a decision right when everyone was getting started in digital assets holdings was a little further along and we were very early on. I think that if this stage particularly with the integration of the Blockchain into the Nasdaq Financial Framework I think people are recognizing that what we can offer is a much more integrated way to use the Blockchain end-to-end whereas what they're working on with test is a pure settlement depository solution.

And they still have yet to implement it, they still have work to do to get to the implementation stage. But it is we're not going to win every single bit of business from every single of our clients. What we want though is for them to see us as a partner. So that maybe they move forward and ultimately integrate what they've built in the Blockchain into what we have across the rest of the platform. So we still have lots of things we can do together with them.

[Alex Kramm, UBS Warburg LLC]

All right. That's very helpful. Thank you.

[Adena Friedman, Chief Executive Officer]

Yes, sure.

[Operator]

Thank you. Our next question comes from Alex Blostein with Goldman Sachs. You may begin.

[Alexander Blostein, Goldman Sachs & Co.]

Great. Hey, good morning, everybody. A question for you guys around eVestment first, so just a couple of clarifications. So sounds like $23 million in run rate revenues in Q4. Is that inclusive how many purchase price adjustment is that mostly going to hit you guys in the first quarter? And then just kind of broader it sounds like subscriptions are up nicely where's the demand coming from and I guess what are the areas of potential cross-selling opportunities do you go see for this business now that you've added for a few months now?

[Adena Friedman, Chief Executive Officer]

Sure. The $23 million was kind of when we run rate it's because it doesn't include the purchase price adjustment that's just kind of within the investment financials when we look at it as a business that's what they delivered in Q4. So that doesn't include a purchase price adjustment. In terms of - and so but - in terms of how that fit into the Nasdaq overall financials there was $11 million purchase price adjustment off that $23 as it kind of came into Nasdaq.

And so going into 2018 we still have a few quarters that purchase price adjustment to play out and consistent with what we told you when we closed on the deal. So I think that you just that $23 is a run rate number. In terms of cross-selling I think that - and not only cross-selling but to synergy opportunities from running perspective there are several that where we're working on with them.

I think some of the opportunities are the relationships they have within the institutional investment space does give us a chance to look at how we work with them on the Surveillance side, so the Sybenetix, buy-side surveillance platform that we have opportunity to use some of the relationships that eVestment has to get there.

We also are integrating the Nasdaq indices into eVestment also bringing some of the investment data onto the analytics hub and making that an aggregated level more available we're also looking at how we can leverage those relationships around selling some of our border leadership tools into the asset management space. So there are a lot of areas of collaboration and work together that we're focused on right now.

[Alexander Blostein, Goldman Sachs & Co.]

Got it. Thanks for that and then just a quick follow-up to Michael around capital return priority. So as we think about the buyback of incremental $500 million authorization. Is the timing of that really kicks in and once the sell closes to come in the back half of the year and as you think about it goes the implications for sort of the share count over the course of the year. So is the goal to still keeping it flattish or because of the incremental buyback we could actually see overall share count go down for 2018 versus 2017?

[Michael Ptasznik, Chief Financial Officer]

Yes, so the incremental buyback that would occur would be with the proceeds from - the after tax proceeds of the transaction and so that could result in a reduction in the overall share count. So again the primary use of our normal buyback would be to maintain the share count flat. And then in addition to that we would use the proceeds of the transaction which would result in a reduction in the overall shares.

[Alexander Blostein, Goldman Sachs & Co.]

I see it great. Thanks so much.

[Michael Ptasznik, Chief Financial Officer]

And from a timing standpoint, yes, it will start after the closing of the transaction.

[Alexander Blostein, Goldman Sachs & Co.]

Great. Make sense. Thanks very much.

[Operator]

Thank you. [Operator Instructions] Our next question comes from Michael Carrier with Bank of America Merrill Lynch. You may begin.

[Michael Carrier, Bank of America Merrill Lynch]

All right, thanks and good morning. Maybe one more question on just the strategic review and then like the revenue outlook. If I look at 2017, did you guy did around 7% total and then I think it was 2% inorganic. And just when I think about it like from where you are from a leverage standpoint, it seems like on the inorganic side. That will be a little bit less least in 2018, 2019.

So, on the organic front, given that you're repositioning some of the businesses, where do you see kind of the opportunities for that 2% to be moving higher? There's obviously some clear things that you mentioned on the listing side and the changes, we just wanted to maybe stag some of those up?

[Adena Friedman, Chief Executive Officer]

Sure. I mean as we look at the strategic pivot and the orientation that we have around the business, clearly we see the Market Tech and Information Services businesses is deriving a fair amount of growth into the business, and we want to make sure that we're positioning it to continue to drive growth because if we can - if we can continue to accelerate that growth or at least get it to the point where it's really driving the rest of the organization.

Then we obviously have the opportunity to bring the whole organization up and that's why we've been pivoting our investment dollars there. So that we can make sure that we can continue to kind of push that that revenue growth up to a more sustainable level that we're really excited about.

In terms of Market Services, the issue there is that we can control, we can control. And from a market share perspective and from a pricing and the way that we manage our client relationships, I think we're feeling really good about the largest revenue pools in terms of how we're managing those.

If there is a better beta in the market in terms of the higher volumes that obviously creates the lift, but we just can't rely on that. So we're not counting on that as being a driver of growth, but it certainly could deliver it. And instead what we're focused on is how do we make sure? We're optimizing our markets, so that we can take advantage of that if and when it happens.

And then on the Corporate Services side, as we said we are - we will be assessing that the growth characteristics of that business, it was close on the PR and DMS businesses because we believe that West actually has a much better opportunity to focus on those businesses, focus on areas that we weren't focused on.

Drive can - kind of invest in those businesses and drive growth there, but that was not our focus. So now we get to look at how do we take the capital that we invest into the business and drive it towards things that grow at higher rates. And again Mike, this is something that we will try to layout probably more detail as we get into the Analyst Day in March.

[Michael Ptasznik, Chief Financial Officer]

And that organic growth number that you quoted that is really being held down because of the reduction that we see in the volatility and activity we see it in the Market Services side as you know. We still believe that mid single-digit growth opportunity on this description recurring revenue side is there and with some of the pivot we're making, we're obviously if you try and accelerate those as much as possible. So if you break a few pieces of the business, we are seeing higher growth in the subscription recurring revenue side.

[Michael Carrier, Bank of America Merrill Lynch]

Okay, it makes sense. Thanks.

[Adena Friedman, Chief Executive Officer]

Okay.

[Operator]

Thank you. Our next question comes from Jeremy Campbell with Barclays. You may begin.

[Jeremy Campbell, Barclays Capital, Inc.]

Hey, thanks. Just wondering within the context of your strategic plan, how do you guys think about the implications from the big announced Blackstone deal to acquire the Financial and Risk business from Thomson Reuters and whether that shake up may yield any opportunities are for Nasdaq to either grow faster organically or inorganically or perhaps even look to monetize some pieces?

[Adena Friedman, Chief Executive Officer]

We are reading the news, at the same time you are. So we're just trying to make sure we understand the contours of that partnership that they've announced and understand kind of implications. Thomson Reuters is a great partner to us actually in the Corporate Solutions business and in our Data business and we would certainly expect them to continue to serve those roles to us going forward. But we're digesting the news at the same time you are right now.

[Jeremy Campbell, Barclays Capital, Inc.]

Well, it's funny because their partner, but there is also a little bit of a competitor in some areas too. Just wondering like the big picture if there is a jump, all like that as it happened before does that usually - does it tend to yield any opportunities that might be interesting on your guy's side?

[Adena Friedman, Chief Executive Officer]

Yes, generally speaking, we don't view Thomson Reuters as a competitor to us. They are a great distributor to us. They partner with us. They actually I mean we do things like - we've put our DWA data onto their platform for a web share type of model. I mean we do a lot with them. So we don't see - we don't kind of view them in the same way that maybe you do. But obviously will kind of look through what's happening there and understand whether there are opportunities.

[Jeremy Campbell, Barclays Capital, Inc.]

Great, thanks.

[Operator]

Thank you. Our last question is from Ben Herbert with Citi. You may begin.

[Benjamin Herbert, Citi]

Hi, good morning. Thanks for taking the question. Just wanted to follow-up again on the Public Relations and Digital Media sale and having those marked as held-for-sale that $335 million, our position price, what those adjustments might be and then the potential to take a gain in the second quarter as it closes?

[Michael Ptasznik, Chief Financial Officer]

So we had - the last quarter when we announced that we were doing strategic review. We put the assets on the books and available for sale basis. So there's $250 million that shows on the books as the book value of that. So obviously a $350 million less whatever cost part of the transaction and the two will net off. So it's premature for us to tell you what the final number is, but there will be some gain. We will non-GAAP that obviously because we were into through the non-GAAP earnings. But those are roughly the numbers that you will be looking at. That helps?

[Benjamin Herbert, Citi]

Yes, thank you.

[Michael Ptasznik, Chief Financial Officer]

Okay.

[Operator]

Thank you. I'd now like to turn the call back over to Adena Friedman for closing remarks.

[Adena Friedman, Chief Executive Officer]

Thank you. Well, Nasdaq's fourth quarter performance was solid. The team is definitely energized and focused on delivering for our clients and exploring opportunities that will shape who we are as an organization and what will be coming and the years to come as you can tell that's a big area of focus for us and it really is an exciting time to be leading Nasdaq as the industry and technology role continue to evolve.

So we continue to work with the industry and other key stakeholders on a regulatory framework that we believe will provide maximum support to our clients while preserving critical investor protection and that would benefit the broader investment community and the broader economy it serves and also internally, we are focused on making sure that our clients come first every day and that we can - we bring the most innovative and creative solutions to them today and in the years to come. So thank you very much for your time today.

[Operator]

Ladies and gentlemen, this concludes today's conference. Thanks for your participation. Have a wonderful day.