Nasdaq Q4 2023 Earnings Call Transcript

Participants

Corporate Executives

• Ato Garrett, Senior Vice President, Investor Relations
• Adena T. Friedman, Chair and Chief Executive Officer
• Sarah Youngwood, Executive Vice President and Chief Financial Officer

Analysts

• Owen Lau, Oppenheimer Holdings Inc.
• Michael Cho, J.P. Morgan
• Daniel Fannon, Jefferies & Co.
• Kyle K. Voigt, Keefe, Bruyette & Woods
• Chris Allen, Smith Barney Citigroup
• Patrick Moley, Piper Sandler Companies
• Michael J. Cyprys, Morgan Stanley
• Andrew Bond, Rosenblatt Securities
• Alex Blostein, The Goldman Sachs Group, Inc.
• Brian Bedell, Deutsche Bank Aktiengesellschaft

Presentation

[Operator]

Good day, and thank you for standing by. Welcome to Nasdaq Fourth Quarter 2023 Results Conference Call. [Operator Instructions]

I would now like to hand the conference over to your first speaker to Ato Garrett, SVP, Investor Relations. Please go ahead.

[Ato Garrett, Senior Vice President, Investor Relations at Nasdaq]

Good morning, and thank you for joining us today to discuss Nasdaq's fourth quarter and full year 2023 financial results. On the line are Adena Friedman, our Chair and Chief Executive Officer; Sarah Youngwood, our Chief Financial Officer; John Zecca, our Chief Legal Risk and Regulatory Officer and other members of the management team. After prepared remarks, we will open the line for Q&A. The press release and earnings presentation are on our website. We intend to use the website as a means of disclosing material non-public information and complying with disclosure obligations under Regulation FD.

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

Further, any references to organic growth will exclude the impact of changes in FX rates and the impact of acquisitions and divestitures with this quarter substantially all relate to the two months of Adenza performance included in the fourth quarter and [Technical Issue]

[Operator]

Ladies and gentlemen, please continue to hold. Your conference call will resume momentarily.

[Adena T. Friedman, Chair and Chief Executive Officer at Nasdaq]

For an improving business environment for Nasdaq in 2024. We have a healthy pipeline of companies that have filed to go public on Nasdaq. Additionally, throughout 2023, we benefited from $31 billion in net inflows into our Index products, which represents a strong starting point for 2024. In the fourth quarter, we also saw early signs of normalization in sales cycles for our IR and asset-owner submissions. And lastly, market volumes are off to a solid start in the new year and client interest in our comprehensive suite of technology solutions remains very strong.

Turning now to our financial results. In the fourth quarter, Nasdaq crossed the $1 billion mark in net revenues for the first time in a single quarter, achieving revenues of $1.1 billion. This is a 23% increase compared to the prior year period and a 7% increase on an organic basis. We delivered 9% organic growth across our Solutions businesses during the quarter, while Market Services was flat.

For the full year, net revenues of $3.9 billion increased 9% from 2022 or 5% on an organic basis. Solutions generated 7% organic -- annual organic revenue growth, which is consistent with our overall Solutions revenue outlook despite a dynamic market environment. Our Market Services revenue were flat year-over-year, primarily due to continued muted volumes in Europe on the back of strong performance in 2022.

Our annualized recurring revenue or ARR ended the year at $2.6 billion, an organic increase of 6% year-over-year. The slower IPO environment as well as lower buying activity by corporates for our IR Solutions contributed to a more modest growth in ARR in 2023. Annualized SaaS revenues increased to $910 million in the fourth quarter of 2023. Excluding Adenza, this represented a 12% growth rate and 38% of total company ARR. Across the company, we accomplished revenue growth and business expansion, while maintaining our operating margin at 52% for both the quarter and the full year basis, excluding Adenza.

Our strong performance in 2023 illustrates the strength of our diversified business and ability to deliver against our longer term objectives in an unpredictable environment. We did this while taking an important strategic step in Nasdaq's evolution. On November 1, we are pleased to complete the Adenza acquisition and we are now working as one team to further our clients' goals for risk management and regulatory reporting excellence.

Reflecting on the past year, I'm extremely proud of Nasdaq's team's accomplishments. With the establishment of our divisional structure and the Adenza acquisition, 2023 was a transformational year for our business. Throughout the year, we achieved several major milestones to deepen our client relationships and advance our vision to be the trusted fabric of the world's financial system.

Now let's review the highlights of our operating -- operational accomplishments and client successes by division, starting with Capital Access Platforms. As you know, at Nasdaq, our exchanges are our foundation. We maintained our position as the premier U.S. exchange for IPOs with an 81% U.S. operating company win rate in 2023. In total, we welcomed 103 operating company IPOs that raised more than $11 billion in proceeds, marking Nasdaq's fifth consecutive year as the leading U.S. listing exchange in terms of both number of IPOs and proceeds raised. In addition, 18 companies, representing $377 billion in market value switched their listings to Nasdaq during the year.

In Index, we had $31 billion of net inflows for the year, including $10 billion in the fourth quarter. Our clients want -- our clients launched 83 new products linked to Nasdaq indices during the year, bringing to market robust solutions in line with investor demand. Beyond our exchange in Index leadership, we are a leading source of institutional intelligence to the buy-side through eVestment and have continued to expand our offerings into alternatives and ESG. We continued to broaden our ESG solutions in 2023 launching multiple new offerings to help corporates and investors navigate an evolving ESG ecosystem, including Nasdaq Metrio and eVestment ESG Analytics. We also introduced a suite of new solutions designed to help corporate clients drive governance excellence and accelerate their ESG strategies, including Sustainability Lens for an IR Insight.

Turning to the FinTech division. With the completion of our Adenza acquisition, we have created a financial technology powerhouse of anti-financial crime, surveillance, market technology and risk and regulatory reporting solutions that positions us as a key risk management partner to the global financial system. Our Calypso solution helps financial institutions navigate a range of market conditions, providing a live view of risk across proprietary and client trading portfolios with detailed analytics to support real-time risk management decision making.

Similarly, an increasingly complex and fragmented global regulatory environment where risks needs to be managed in shorter timelines at a granular level, our AxiomSL solution enables our clients to benefit from the Nasdaq's global scale and expertise. We now can be a comprehensive partner to banks, brokers, financial market infrastructure providers and investment managers worldwide by helping them maximize their liquidity through world class capital markets and risk management technology as well as by enhancing integrity across the banking system through our regulatory reporting and anti-financial crime suite of solutions.

With the closing of Adenza, we're fully focused on engaging with our clients and new employees to ensure a smooth and successful transition and integration. Tal Cohen, Nasdaq's Co-President and leader of the fintech division and I have personally been speaking with our clients over the past few months, and there is a lot of excitement around the potential opportunities now that Adenza is part of Nasdaq.

Adenza finished the year with strong sales and up-sales across its solutions. Specifically, in the last two months, we signed six new clients, including two central banks. We also expanded our relationships with 35 existing clients. For the full year, Adenza added 23 new clients and expanded our relationships with 142 existing clients, including three cross-sells. We are thrilled to enter 2024 with Adenza as part of Nasdaq and we're very excited to drive the business and the solutions to new heights in the years ahead.

Turning to market technology. In 2023, we bolstered our global client footprint with the addition of seven clients, including four in the fourth quarter. We also expanded our relationship with four clients in the fourth quarter and more than 10 clients for the full year. Importantly, we had key technology client signings in APAC and in the Latam regions. We are proud to forge new technology partnership with nuam exchange, which is the consolidation of marketplaces across Peru, Chile and Colombia. We also expanded our relationship with Chile's Central Securities Depository with capabilities to manage digitized assets and with B3 in Brazil to develop a new clearing solution and with BMV in Mexico to modernize this entire post-trade technology platform.

Our growing customer relationship highlights the importance of the financial technology we provide, which powers resilient and liquid markets around the world. In our anti-financial crime suite of solutions, we're bringing world-leading technology coupled with our consortium dataset from 2,500 banks to fight the growing threat of financial crime in the global financial system. Our inaugural global financial crime report, which was conducted in partnership with outside experts, estimates that over $3 trillion of illicit funds flow through the global financial system and $500 billion is lost abroad. It's an enormous challenge that requires collective action across the banking sector, the public sector and the embrace of advanced technology.

We are very proud of our role in fighting financial crime. And we're finding tremendous opportunity to continue to expand our capabilities across the banking sector. In 2023, we reached a significant milestone in our anti-financial crime growth strategy. During the year, Verafin, our fraud and AML solution, signed its first three Tier 1 banks as well as four Tier 2 banks, including one Tier 1 client and one Tier 2 client in the fourth quarter.

We also partnered with a growing number of small and medium-sized financial institutions for a total of 237 new clients this year and 100 for the fourth quarter alone. Additionally, we developed our first proprietary Verafin Gen AI Co-Pilot, which is now in beta with our customers. Our Gen AI tools reduce time and resources spent on manual tasks and processes such as alert reviews, research and documentation. By increasing our operational efficiency, Verafin enables our clients to invest in resilient growth at an attractive ROI.

In surveillance, we signed 27 new clients in 2023, including six in the fourth quarter. We made significant strides in modernizing our solutions by launching a new cloud-based architecture and capabilities within surveillance user interfaces. These innovations give our clients the ability to calibrate their surveillance set-up more efficiently and effectively. Today, 50% of our Nasdaq trade surveillance clients leverage our cloud-deployed solutions, which support access to 100 sophisticated alerts across more than 160 markets globally. As we continue to enhance our surveillance capabilities, we're encouraged by the early adoption of our next-gen cloud architecture and new user interfaces.

Moving on to Market Services. In the fourth quarter, we maintained our strong 72% market share for our cash equities markets in the Nordics against the challenging volume environment across the European markets. We've also continued to demonstrate a leading market position in the U.S. equities and options markets. In the fourth quarter, we benefited from robust closing cross volumes from the S&P, MSCI and our own Nasdaq rebalance events. And we continue to experience growing adoption of our NDX Index Options product.

Additionally, we continued to advance the modernization of markets with the successful migration of our second U.S. options market to the AWS Cloud infrastructure. And with the SEC approval of the first AI-powered order type called Dynamic M-ELO, which we expect to launch in the first quarter of 2024. All together, we are moving with speed, while delivering revenue growth and an attractive margin profile that will drive shareholder value.

With the year ahead now in focus, I'd like to share our enterprise priorities for 2024. Our first priority is to continue the successful integration of Adenza. We've made great progress in the initial phase of the integration, remain confident in our ability to deliver on the goals that we've laid out at the time of the deal.

Second, we're accelerating impact of our divisional structure to activate and unlock new opportunities that will drive our business into the future. Over the past year, we've delivered significant progress across each of our business divisions and we will continue to realize the benefits of this structure in 2024.

Third, we are institutionalizing client listing across the company to unlock revenue growth through a One Nasdaq approach to our client engagements. In 2024, we have a focused program to organize our client data, advance our CRM and other-related systems and enhance our processes across the enterprise, taking a holistic understanding of our clients with the goal to drive partnerships and cross-selling opportunities going forward.

And fourth, we will further amplify the impact that AI has on the business and in our products. Nasdaq is leveraging several critical components to ensure AI is implemented safely, securely and fairly. And through our focus on AI, coupled with the vast proprietary datasets that we've created over decades in our markets and in our solutions covering investment analytics, investor relations and anti-financial crime, we're confident that we can extend Nasdaq's competitive advantage in the years ahead. We look-forward to updating you on our progress on these priorities on Investor Day and in the quarters to come.

To wrap up, 2023 was another year defined by significant strategic and operational milestones and strong execution. As we look ahead to 2024, we're well-positioned to better serve our clients more holistically as we become the trusted fabric of the broad financial system.

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

[Sarah Youngwood, Executive Vice President and Chief Financial Officer at Nasdaq]

Thank you, Adena, and good morning, everyone. I am thrilled to be here for my first earnings call at Nasdaq. I could not be more excited to join the firm at such a transformational time, and I look forward to seeing many of you at Investor Day.

Now, I will turn to our financial results. I conventionally will be focused on non-GAAP results and the year-on-year growth rates will be provided on an organic basis. Similarly, operating margins will be discussed ex-Adenza for comparability purposes. I will discuss the Adenza's standalone [Phonetic] results at the end of the fintech section.

Before we move to the quarter, I would like to give you the highlights for the full year 2023, starting on Slide 12 of the earnings presentation. In an uncertain environment, we delivered solid financial performance and strong cash flow generation. Revenue of $3.9 billion was up 5% with Solutions revenue of $2.9 billion, an increase of 7%. Non-GAAP expense was $1.8 billion, up 5% in line with guidance for 52% operating margin, which was flat versus the prior year. This resulted in diluted EPS of $2.82, reflecting organic growth of 6%. We had $1.6 billion of free cash flow ex-Adenza, a growth rate of 11%.

Moving on to the fourth quarter on Slide 13. We reported revenue of $1.1 billion, up 7% with Solutions revenue of $860 million, an increase of 9%. Non-GAAP expense was $504 million, up 2% and with an operating margin of 52%, up 3 percentage points. Overall, this resulted in diluted EPS of $0.72, reflecting organic growth of 11%.

Turning to Slide 14. ARR totaled $2.6 billion, up 6% organically. The annualized SaaS revenue totaled $910 million, representing organic growth of 12%. Excluding Adenza, SaaS was 38% of ARR, an improvement of 2 percentage points. Including Adenza, that number is 35%, which will improve as the cloud portion of their revenue increases. As a reminder, we only consider the cloud portion of their revenue to be SaaS.

Let's review division results for the quarter, starting on Slide 15. For Capital Access Platforms, revenue of $461 million increased 10%, driven by excellent performance in Index. In Data and Listing Services we saw 3% growth. In Data, we have seen a continued increase in proprietary data revenues, driven largely by higher international demand. In Listings, the positive impact of pricing was partially offset by the combined impact of delistings and muted IPO environment and the rollout of prior year's initial listings revenue.

Workflow and Insights revenue increased 3%. Analytics delivered high-single-digit growth, reflecting our ability to monetize the value of our data to the buy-side with new business and increased pricing across traditional and alternative asset managers. The strength in Analytics was partially offset by a weaker capital raising markets and the impact of elongated sales cycle in Corporate Solutions.

Index revenue increased 26% and overall AUM grew 34%. Over the last 12 months, our net inflows were $31 billion, $10 billion of which occurred during the fourth quarter. Licensing revenues for futures contracts linked to the Nasdaq 100 Index increased as well, driven by higher capture, partially offset by a decline in trading volumes. As a reminder, our capturing increases once we cross a volume threshold and then resets at the beginning of each year. Whilst smaller in size, Index revenue also benefited from Index data revenue growth.

ARR for Capital Access Platforms was $1.2 billion, up 3%. ARR growth was largely driven by Analytics and to a lesser extent Data and Listings. The muted IPO environment impacted ARR growth. However, we are cautiously optimistic that we could see a recovery in IPOs combined with more normalized sales cycles as we progressed through 2024. As a reminder, substantially all of Index revenue is excluded from ARR. The division's operating margin was 54% for the quarter, an increase of 4 percentage points due to higher revenues. For the full year, it was 55%, up roughly 50 basis points. The increase was driven by higher revenues, partially offset by inflation, revenue-related expense and investments, in particular across Data and Index.

Moving to Financial Technology on Slide 16. The division delivered revenue of $399 million for the quarter, up 8%. Regulatory Technology grew 17% with Verafin at 25%. Verafin added 100 new clients this quarter, including a third Tier 1 bank. While we are excited about this addition, as we have previously discussed, the contracting and implementation with these larger, more complex institutions is longer. We will start recognizing subscription revenue in 2024, but we believe that the effect will only accelerate as we expand relationships with these clients.

This strong performance of Verafin along with 6% growth in surveillance led to the 17% growth of Regulatory Technology. For Surveillance, the fourth quarter growth was impacted by the timing of bookings in 2023 versus 2022. But the fundamentals remained strong for the year with six new clients in the fourth quarter and 27 for the full year. We also made inroads with the Tier 3 brokerage client cohort, which reflects progress beyond our leadership position with large banks. Cloud for Trade Surveillance is now above 50% deployment, which is an important driver of client stickiness with the speed and efficiency it enables us to provide.

Moving on to Capital Markets Technology. We saw 3% growth, driven by data center connectivity demand. We had new market tech contract signings in Latin America and with one of our U.S. Tier 1 clients. We expect this contract to start to accrue in 2024. As Adena mentioned, we continued to increase our Market Technology presence in Latin America and to have a leading role in the modernization of markets in the region. ARR for FinTech totaled $1.35 billion, an increase of 10% due to continued customer wins at Verafin as well as growth in trade management services and Market Technology revenue.

The division's operating margin in the fourth quarter was 40%, up 4 percentage points. The organic margin expansion reflects solid top-line growth and expense control with a novel increase in revenue-related costs, offset by efficiencies and lower professional fees. We are progressing on our journey to improve the efficiencies in Market Technology, while continuing to support the growth of Verafin and surveillance. For the full year, the operating margin was 40%, up 5 percentage points with a story which mirrors that of the quarter, including strong operating leverage and investments.

Before closing on FinTech, a few additional words on Adenza. For November and December, Adenza contributed $129 [Phonetic] million in revenue, $458 million of ARR, of which $98 million was in SaaS and $35 million in non-GAAP operating expense. A strong finish to the year, grew over 77% operating margin for our two months' ownership. On a full year basis, Adenza had an adjusted EBITDA margin of 59%, ahead of our initial 58% outlook for the year.

Let me now talk about Adenza's full year revenue and ARR. Revenue was $583 million in 2023, up 14%. ARR of $458 million was 16% excluding a significant bankruptcy that occurred during the year or 14% net of it. Both metrics are on a constant currency basis. We had nearly 50% of new ACV coming from cloud this year. The strong cloud take-up by our clients supports our growth and efficiencies. Revenue growth benefited from a large portion of ARR up for renewal in the quarter and in the year.

Going forward, we expect Adenza's revenue growth to be in the low-to-mid-teens consistent with the medium to long-term outlook we provided when we announced the acquisition. The timing of contracts being up for renewal and the mix of revenue between cloud and on-premise delivery will have an impact on revenue growth in any given quarter and year. This is why we are focused on ARR growth, which is not as impacted by annual renewable and delivery method. We will provide more details on the revenue dynamics of our FinTech division at Investor Day.

And ramping up our divisional overview with Market Services. Net revenue was $247 million for the quarter, roughly flat with growth in U.S. cash equities offset by decreases in U.S. options. U.S. cash equities growth was driven by higher capture, partially offset by lower share. In a very competitive U.S. options environment, we are defending our strong market share lead and our attractive capture. Meanwhile, in Europe, tepid exchange volumes were positively offset by a $7 million non-recurring payment and by the benefits of diversification between fixed income and equity.

The investments we have made in leveraging our technology and data to provide our European markets clients with transparency helps them to generate [Indecipherable]. This has enabled us to help our clients improve their execution quality and has been key to our ability to reclaim our 72% market share, a 2 percentage point increase. The division's operating margin was 57% in the fourth quarter 2023 compared to 60% in the prior year quarter as a result of higher compensation costs as we continue to invest in our people and higher technology costs due to ongoing investments related to both capacity and migrating U.S. markets to the cloud. The full year operating margin for the division totaled 59% with the same drivers as recorded history.

Turning to Slide 19. This quarter's non-GAAP operating expense was $504 million, an organic increase of $8 million or 2% versus our organic revenue growth of 7%. I went through the story in the businesses and it reflects good expense discipline as well as the timing of marketing and professional fees. Overall, this reflects a 52% operating margin, up 3 percentage points.

For the full year, our non-GAAP operating expense was $1.83 billion in line with guidance. We were up 5% consistent with revenue growth for flat operating margin at 52%. The increase is due to investments in key growth areas, inflation and higher revenue-related expense. We also achieved efficiencies during the year as we continue to optimize our location footprint and bringing the divisions together as part of our divisional realignment. If you include Adenza for the full year, operating expense totaled $2.05 billion.

Now on to guidance. We are initiating 2024 non-GAAP operating expense guidance of $2.105 billion to $2.185 billion, the midpoint of which reflects pro forma growth of 5%. This includes a full year of Adenza and the in-year expense benefit of net synergies. On an organic basis, excluding Adenza, Nasdaq's expense growth will be just under 4.5%. We will spend more time on synergies at Investor Day.

Let me reiterate. The net $80 million synergy target by the end of 2025 and $80 million cost to achieve as set forth in the restructuring program we just initiated. Additionally, we are guiding for full year tax rate of 24.5% to 26.5% on a non-GAAP basis, slightly higher than 2023 due to lower expected tax benefit on equity awards.

Turning to Slide 20. Strong free cash flow continues to be the hallmark of Nasdaq. For the year, we had $1.6 billion of free cash flow, ex-Adenza. And Adenza had $306 million in unlevered pre-tax free cash flow. Our gross leverage ratio was expected to be at 4.7 at the time of deal close. But we are pleased to share that at year end we are at 4.3 despite 0.1 headwind from euro strength.

Let's go to the details on the chart. At the end of the third quarter, our adjusted leverage ratio was 2.4. We added the leverage to acquire Adenza. At the beginning of December, we paused share repurchases and repaid $260 million of term loan. The ratio benefited from the incremental EBITDA from Adenza's full year and Nasdaq's growth. We expect to continue deleveraging in the first quarter of 2024. And to wrap up on free cash flow utilization, we have repurchased $269 million of our common stock this year, including a $110 million in the fourth quarter. And we paid a quarterly dividend of $0.22 per share for 35% annualized payout ratio.

In closing today, this quarter and this year's performance shows Nasdaq's ability to deliver consistent gross margin and free cash flow in a range of environments. We are committed to disciplined execution and continued innovation. The investments we have made in our resilience, our technology and our data over the years, coupled with our reach and track record, position us for sustainable growth as we power our clients' success.

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

Questions and Answers

[Operator]

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

[Owen Lau, Analyst at Oppenheimer]

Hi, good morning. Thank you for taking my question. I know Sarah mentioned that you may talk about that during Investor Day, but could you please add more color on the initial progress of integrating Adenza and achieving revenue and cost synergies? Thanks.

[Adena T. Friedman, Chair and Chief Executive Officer at Nasdaq]

Sure. Hey, Owen. Yeah. So we -- as you said, we closed on November 1. We immediately created the operating model on a go-forward basis, meaning we combined the teams. We have a leadership structure now that is a combination of Adenza and Nasdaq personnel under Tal. And we've been working very hard to make sure that we bring the sales organizations together, the client delivery success, the operating teams as well as the technology teams together. And so, Owen, I think it's only a couple of months in, but we are definitely operating as one team. We have been -- we have a very specific and defined synergy plan. We have a very clear line of sight as to how we're going to achieve that plan.

We will provide more details on that. But I would say, Owen, that across all of Nasdaq, we have a combination of efforts to make sure that we create efficiencies within the team just as a normal acquisition integration would occur, but then also locational strategy that allows us to align ourselves with our clients going forward and leverage the strengths that Adenza has and some very critical centers of excellence around the world. So we do have I think a good plan. We will provide more details at Investor Day.

And then the last thing I'd say on revenue synergies, it's obviously very early days and it takes time to sign new deals, it takes time to develop those relationships. But the early conversations that I've had and that and Tal and Valerie, who is our Chief Revenue Officer, had been extremely encouraging. People really want to partner with us. They see us now as a partner to help them solve their largest problems that's across RegTech, that's cross anti-fin crime and risk management.

I think they understand that we understand them. We are regulated. We have great relationship with regulators. I think we also understand we can bring a lot of advanced technology in and advanced cloud capabilities within Adenza. So I have to tell you that early conversations are really great. But as we've said all along, it will take time for those revenue synergies to actually show up in the financials. And again, we'll provide you more color on that at Investor Day.

[Owen Lau, Analyst at Oppenheimer]

Got it. So on Verafin, you published a report, you talked about the amounts of fraud and also potential opportunity. Can you talk about the strategy for you in 2024 for Verafin? Which area do you think you can win more Tier 1 and Tier 2 clients? Is it more on the payment side or in other area? Thanks a lot.

[Adena T. Friedman, Chair and Chief Executive Officer at Nasdaq]

Yeah, sure. Yeah, thanks for pointing that out, Owen. We did create a study that -- we're working with two outside parties. So it was both outside parties and us. We interviewed a lot of the key personnel within banks that are responsible for anti-fin crime to understand, number one, how big is the problem. $3 trillion of money laundered through the system, $0.5 trillion lost to fraud. And then how big is the problem in terms of actually having to solve it and what are the challenges. One is that different criminal actors act differently. So you have to really have a different typologies of analytics to try to root out different criminal behaviors, number one.

Number two, as we've always said, criminals, they don't just bank in one bank. So a single bank cannot look at all their transaction data and actually solve problem. So Verafin is really a truly unique solution because we do have 2,500 banks that represent $6 trillion of assets, all within a consortium data lake that allow us to find very defined typologies and really root out more criminal behavior. So we're seeing fewer false positives, more fraud found, more AML found and we're able to prove that out and that's why we've been able to sign-up with Tier 1s and Tier 2s with another Tier 1 signed in the fourth quarter.

Where we've been focusing, I would say, a couple of things, Owen. One is on continuing to kind of have that flywheel on the SMBs. And in that particular case, we're really focused on moving into real-time payments and making sure that the small and medium banks have world class AFC around their real-time payments. And so that's a big growth area for us in '24. In the larger banks, we've been definitely -- the easiest ROI to show is fraud. So payments like wire fraud, ACH fraud, check fraud all of the payments frauds we're finding is a huge benefit and very clear ROI.

AML is a harder problem to solve, but we actually have signed one of the large Tier 2s -- I think actually two of the large Tier 2s is really focused on AML. And as we solve the fraud problem, what we're also finding is as soon as we go into these large banks, we show them our benefit on fraud. They are already starting to talk to us on AML. So that's the land and expand opportunity that we have. And we definitely see expansion opportunities in '24 with the banks we've already signed.

And then the last thing I would say is that we also are really focused now on the U.K. And in fact, Brendan is meeting with banks this week to really understand and look at particularly our payments fraud capabilities in the U.K. The laws are changing to allow for more data sharing and that will make it so that our tooling is much more effective in supporting their problem and making it so that we can provide solution there. So that's our next leg of growth as we go through '24 into '25.

[Owen Lau, Analyst at Oppenheimer]

Thank you.

[Operator]

And I show our next question comes from the line of Michael Cho from J.P. Morgan. Please go ahead.

[Michael Cho, Analyst at J.P. Morgan]

Hi. Good morning, Adena and Sarah. Thanks for taking my question. I just wanted to touch on Adenza here. You've talked about ARR growth has been solid in the mid-teens and you've clearly discussed your medium-term ambitions there. But just given the kind of somewhat lengthy sales cycle there, I mean, I was hoping you could talk a little bit about any expectations for Adenza revenue growth this year, maybe in the context of your long-term targets? And then also, any color you could provide between Axiom and Calypso would be helpful?

[Adena T. Friedman, Chair and Chief Executive Officer at Nasdaq]

Sure. Yeah, I would just say on ARR growth perspective, we did provide you kind of that mid-teens view of ARR growth and we continue to see the business dynamics supporting that. And so we would expect that that medium-term outlook for Adenza will continue to support that mid-teens growth.

I think that as we know, revenue growth is also -- is impacted by timing of bookings, timing of renewals and whether that's on-prem or cloud. So we're going to actually unpack that at Investor Day to help you understand how do you turn ARR into revenue, how do revenue dynamics change and recognizing there would be more quarterly shifts in revenues. But the general view is that, that ARR growth is definitely the fundamental thing to look at in terms of how you evaluate the growth and progress of Adenza or Calypso and Axiom. And at the same time, we do want you to understand how the revenue dynamics work. The more we sign cloud, the more the contracts become ratable over the life of the contract. And whereas in on-prem deals, we recognize half the license fees upfront upon signing. So there's a lot to unpack there, but we feel great about the overall demand drivers.

The other thing to think about with Axiom and Calypso is that timing of renewals also can have an impact in revenue recognition. But again, we're seeing really strong demand cycles for both Axiom and Calypso, so we feel very good about that, whereas timing of revenue might be a little different from one to another just based on when the renewal cycles hit in that kind of given year. So that's definitely -- again, we'll go through it. But I would say, the foundation is very strong and remains consistent with what we expected.

[Operator]

Thank you. And I show our next question comes from the line of Dan Fannon from Jefferies. Please go ahead.

[Daniel Fannon, Analyst at Jefferies & Co.]

Thanks. Good morning. I was hoping to expand upon that a little bit and maybe incorporate pricing in terms of what pricing contributed to revenue growth and/or ARR growth in 2023? And how you think about that for the Adenza business prospectively?

[Adena T. Friedman, Chair and Chief Executive Officer at Nasdaq]

Yeah. So actually -- I mean, we're not going to get very specific on that particular year. But as a general dynamic, when we look at ARR growth, we basically attribute about half the ARR growth to upsells actually. And we upsold a lot of clients and I can't give you the exact number, but we upsold over 100 -- almost 150 clients I think or 120 clients in 2023. And then the other half comes from a combination of pricing increases and new bookings. We don't break that out in terms of that half. But I would just say, it is a combination of both.

And the way that it works is, obviously, we add a lot of value across the products as we go through the year. And so as we go into both annualized increases that are contractually stated, but also renewal cycles, we definitely show that the value of what we're providing to them corresponds with an increase and/or their assets are increasing. And therefore, they're using this across a larger part of their business and that also warrants an increase. But those are -- that dynamic is consistent.

[Daniel Fannon, Analyst at Jefferies & Co.]

Understood. And then just as a follow-up, based on I think some of the factors that were mentioned for listings revenue in fourth quarter, as you think about the first half of this year and/or the full year with the roll-off of initial fees from prior years plus a hopeful recovery in new listings, how should we think about the revenue dynamics here in 2024?

[Adena T. Friedman, Chair and Chief Executive Officer at Nasdaq]

Yeah, sure. Well, just -- by the way, just to be very precise, we had 142 upsells, including three cross-sells in Adenza in 2023. I just wanted to make sure we get the facts out there. But in terms of the listings dynamics, it definitely has been a more challenging environment in listings. And as you know, as you point out, the amortization of the initial listing fees is an important dynamic within the listings revenues. It benefits -- it means when we have a really strong year of listings, like we had in 2020 and 2021, we don't recognize all the initial listing fees that year, it kind of gives us a lift in the following years because those fees are amortized over two to four years, depending on the size of the listing. But then it means that when we have two more challenging years, it takes time for that to also filter through.

And so we will have kind of residual impact of these lower years in 2024 and 2025 as the initial listing fees from the higher years roll-off and we don't have, as you've noticed, kind of a net reduction in listings in 2023. So we would expect that 2024 will be a challenging year for listings. Within the Data and Listings business though, we basically are saying that it's a low-to-mid single-digit grower and we would anticipate that we can still achieve that even with the more muted listing revenue that we would expect in 2024.

[Operator]

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

[Kyle K. Voigt, Analyst at Keefe, Bruyette & Woods]

Hi, good morning. I mean, maybe first question on sales cycles. You noted that you saw early signs of normalization of sales cycles for your IR and asset owner solutions. Can you just speak a bit more about those early signs and give some examples? And in terms of what that means for revenue growth, should we think about the Workflow and Insights organic growth potentially being near a floor type level at 5% organic in the fourth quarter and gradually improving from here or any other commentary you could provide in terms of the timing and what that improvement means around the sales cycles?

[Adena T. Friedman, Chair and Chief Executive Officer at Nasdaq]

Sure. So all of the solutions within Workflow and Insights are SaaS solutions. So how you end the year really determines a lot about the following year. And so we definitely saw a more challenging environment with corporates last year. The listing environment was more muted, but also they were just not as focused on investing across IR in a more challenging market backdrop. That improved in the fourth quarter. And so we did start to have a more, I would say, more normalized environment for conversations and signings of corporate clients for our IR solutions in the fourth quarter, but it was against the backdrop of a harder year overall.

So it will take time for that improved environment to actually flow through and show up in the actual SaaS revenues because we obviously have to continue to see that and it will kind of build on itself. But I would expect that 2024 will continue to kind of have some overhang from the weaker environment in '23 even with a more normalized sales environment.

With Analytics, it's actually what's interesting, our overall Analytics growth was quite strong in the fourth quarter at 9%. And I think that that really reflects demand for our data across the buy-side and the Analytic solutions we have that serves the buy-side. But our asset owner solutions, this is a very specific software capability that we offer to endowments and pensions and others. That actually did have an uptick in demand and signing in the fourth quarter, but it was an overall difficult year. So that again I think will create a headwind as we go through 2024 with the hope that we can start to show some pick-up as we go through the year.

[Kyle K. Voigt, Analyst at Keefe, Bruyette & Woods]

Understood. And maybe a follow-up on Adenza. You mentioned the strong cloud uptake. I guess, I'm not trying to front run the Investor Day, but can you just remind us what the cloud adoption will mean with respect to EBITDA margins over the long-term, at least directionally? And given the length of these contracts and given the level of uptake in cloud that you're seeing on renewals, is there a rough timeframe as to how quickly that cloud migration might happen over the next few years?

[Adena T. Friedman, Chair and Chief Executive Officer at Nasdaq]

I would say, we will provide at least more color on that at Investor Day. But if we think about it, I think, Sarah, it's like 14% of overall revenue?

[Sarah Youngwood, Executive Vice President and Chief Financial Officer at Nasdaq]

14% of revenue is currently cloud and 50% of new ACV bookings.

[Adena T. Friedman, Chair and Chief Executive Officer at Nasdaq]

And then in ARR, it's 21%?

[Sarah Youngwood, Executive Vice President and Chief Financial Officer at Nasdaq]

21%.

[Adena T. Friedman, Chair and Chief Executive Officer at Nasdaq]

Yeah, 21% of ARR is cloud. So we have a lot of runway here. So as we renew clients, moving them into the cloud modules, as we sign new clients, sign them for new modules. But recognizing that we can sign a client just on a new module in cloud, like it doesn't have to be that they're signing for Calypso and they're adding new functionality, just that new functionality we can deliver in cloud. That's how flexible the platform is. They don't have to kind of redo the whole platform implementation on cloud.

But that also means that as we work with clients on renewals and changes, is they're going to have different timelines for how they want to bring that cloud capabilities in. Some banks are marching very fast into cloud and they have like actually top-down mandates to move to cloud and that can obviously be a huge catalyst for us. But other banks are marching quite slowly towards it. So we want to be flexible. We expect this to be, as we said, very much a multi-year transition, growing from 21% of ARR and growing and growing. But I have to say, it will be a slow moving train.

In terms of the economics, it is both an opportunity for us to be a true managed service provider, which gives us more revenue opportunity, and also provide it with a very nice margin for both them and us. So that's an opportunity for uplift, but again, a slow moving train. So we'll want to make sure that we give you a little more color on that at Investor Day.

[Operator]

Thank you. And I show our next question comes from the line of Chris Allen from Citi. Please go ahead.

[Chris Allen, Analyst at Smith Barney Citigroup]

Yeah, good morning, everyone. I was wondering if you could help us think about the contract value from client wins at Adenza. Maybe any color just in terms of how much a new client that you had six this quarter would translate from a new contract perspective? Can we expand relationships with existing clients, we're talking about a 10% increase, 15% increase? Any color that would be helpful.

[Adena T. Friedman, Chair and Chief Executive Officer at Nasdaq]

Well, we don't actually provide specific contract values per client or anything like that. If you don't mind, I think we'll take that one back and think about how we want to provide more transparency there. But I would say this, it's always land and expand. And actually as we move up into Tier 2s and Tier 1s on ASC, it's land and expand. So we might sign a client for, let's say, mid-to-high six figures or low seven figures to land. And then as we expand, we can go and we can double or triple or even in some cases have five times the amount over time. And I do think we have some examples of that back when we first signed the deal and on our third quarter results, we gave some examples of how we've expanded contracts over time. But we're not providing you specifics on, like, what the new contract values were for the new clients right now.

[Chris Allen, Analyst at Smith Barney Citigroup]

That was it for me. Thanks.

[Adena T. Friedman, Chair and Chief Executive Officer at Nasdaq]

Thank you.

[Operator]

Thank you. One moment for our next question. And I show our next question comes from the line of Patrick Moley from Piper Sandler. Please go ahead.

[Patrick Moley, Analyst at Piper Sandler Companies]

Yeah, good morning. Thanks for taking my question. I just had one on the retention ratios for Adenza. It looked like, for the full year they, on both the gross and net basis, came in a little bit lower than what you were expecting when you initially announced the deal, even after you include the impact of those bankruptcies. So just was hoping maybe you could provide some more color on what you think led to that underperformance there? And then any color on the retention ratios or what your targeted retention ratios would be going forward. Thanks.

[Adena T. Friedman, Chair and Chief Executive Officer at Nasdaq]

Yeah. So I think we did see some declines in the growth and net retention in the latter part of the year. And I think really a lot of that did come from the bankruptcy that we mentioned and that really did start impacting us in the fourth quarter. And then, we had, I would just say, what I would call the events of 2023 across the banking system did create some levels of challenge in a couple of very specific areas of retention, but it's not -- I would say, there was nothing systemic about the concern. There was nothing that we saw that was more of a trend in any way whatsoever. It was more the encapsulation of a lot of the events that occurred during the year both in terms of looking at the retention as well as kind of some of the acquisitions that occurred. But again, these are very, very specific and nothing trend-wise.

But I don't know, Sarah, if you want to add anything to that.

[Sarah Youngwood, Executive Vice President and Chief Financial Officer at Nasdaq]

Yeah. The retention on a gross basis was actually flat at 97% if you exclude that bankruptcy. So when we look at it in terms of like long-term trends, we feel that it's very solid.

[Adena T. Friedman, Chair and Chief Executive Officer at Nasdaq]

Yeah.

[Patrick Moley, Analyst at Piper Sandler Companies]

Okay, great. That's it for me.

[Adena T. Friedman, Chair and Chief Executive Officer at Nasdaq]

Okay, great. Thank you.

[Patrick Moley, Analyst at Piper Sandler Companies]

Thank you.

[Operator]

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

[Michael J. Cyprys, Analyst at Morgan Stanley]

Hi, good morning. Thanks for taking the question. I just wanted to ask on capital allocation. How you're thinking about allocating capital now that the Adenza deal has closed? How you're thinking about the pace of debt pay down as well as buybacks? I thought I heard you mention that you paused on buybacks. Is that pause still in place? And what would lead you to reinstate buybacks?

[Sarah Youngwood, Executive Vice President and Chief Financial Officer at Nasdaq]

Hey, Mike. Nice speaking to you. This is Sarah. So what we have is the strategy that we have outlined is maintained. So we have a balanced view of how to deal with the capital allocation just to reiterate across the dividends, the share repurchase and the deleveraging. You've seen the pause, as I mentioned, and that pause is going to be maintained in the first quarter. Very important for us to continue to deleverage, and -- but that is a short-term tactical as part of a strategy that overall hasn't changed. So we continue to be committed to the progressive dividend, and you've seen the progress there as well as over time it's important to continue to offset dilution with share repurchase. And so that's the context. And of course, this is also a topic that we'll come back to at Investor Day.

[Adena T. Friedman, Chair and Chief Executive Officer at Nasdaq]

One thing we're pleased with, Michael, is that just leaving 2023, as Sarah mentioned, we're at 4.3 times leverage. So that's ahead of what we had anticipated at the closing of the deal. And so that's actually kind of both the strength of the business as well as some very specific tactical decisions we made to pay down the term loan as we're kind of getting started to kind of launch into 2024 with a very solid plan on deleveraging. But also the focus though will be on that balanced approach over time.

[Michael J. Cyprys, Analyst at Morgan Stanley]

Great, thanks. And just a follow-up, if I could, on the expense outlook. I'm sorry?

[Adena T. Friedman, Chair and Chief Executive Officer at Nasdaq]

Yeah, go ahead.

[Michael J. Cyprys, Analyst at Morgan Stanley]

Just on the expense outlook, I was just hoping you could elaborate on the 5% pro forma growth in expenses for this year in '24. What would drive you towards the higher end versus the lower end of the range? And any moving pieces you might be able to elaborate on? Thank you.

[Adena T. Friedman, Chair and Chief Executive Officer at Nasdaq]

Sure, yeah. So I would say that, first of all, we've been really focused on making sure that we are being as efficient as possible across the business, just on a go -- on a run rate basis. That we are also though continuing to make the investments in driving our products forward, our growth forward, but also automation, on bringing more automation into the company. And at the same time, beginning the synergy achievement on the Adenza deal. And the midpoint really reflects all of that.

What would drive the expenses above that would be higher growth. So if we're able to grow faster and we're able to grow more, there might be some revenue-related expenses that come in in terms of just being able to achieve that revenue. But I think that it has also more to do with can we continue to actually accelerate some of our investments if we're seeing higher revenue growth throughout the year. And that's why we always give you a range of kind of the mid to long-term outlook on our solutions business growth, revenue growth and expense growth so that you can kind of understand how we calibrate it. But we do feel like it's been a good combination at the midpoint of expense discipline, Adenza synergies, but also targeted investments in our business.

[Operator]

Thank you. And I show our next question comes from the line of Simon Clinch from Redburn Atlantic. Please go ahead. Mr. Clinch, your line is open if you're on mute. Mr. Clinch, your line is open. Thank you. And I show our next question comes from the line of Andrew Bond from Rosenblatt Securities. Please go ahead.

[Andrew Bond, Analyst at Rosenblatt Securities]

Hey, good morning. Could you update us on any new plans or strategies Nasdaq is exploring in digital assets since you've aborted custody offering? Obvious tailwinds following the spot ETF approvals and a lot of new large institutional players that you're familiar with becoming more active in the space. So how's Nasdaq positioning itself now?

[Adena T. Friedman, Chair and Chief Executive Officer at Nasdaq]

Sure. Thanks, Andrew. Yeah, so we are really proud to partner with BlackRock and Valkyrie as they brought their Bitcoin ETFs to Nasdaq. And it really does give investors an opportunity to express a view on the trend of Bitcoin without having -- in a highly regulated marketplace and without having to go and actually buy Bitcoin. So we do think it creates more accessibility for retail investors to have a position at Bitcoin.

I think that in terms of the broader digital asset space though, as you know, we are a tech provider to the industry. We continue to provide technology to cryptocurrency exchanges, both trading, clearing and as well as surveillance. And actually, as we've been working with some traditional exchanges, they want to make sure that they're kind of future proof. So for instance, with one of the CSD clients that we sold to this year, one of the key things is to make sure that they could move towards digital assets in their settlement system. And so we are -- all of our technology can support digital assets in terms of trading, clearing settlement, surveillance. And that gives us a chance to work with the traditional exchanges and crypto exchanges.

In terms of our specific crypto custody solution, we have built it. We are ready to provide that to exchanges and providers and custodians around the world. So that is now a technology offering that we can offer to clients around the world. But we have made a conscious choice not to launch a custody solution, being a custodian ourselves. I think that we feel that there are several out there that they're operating well, but it's also a very capital-intensive business. And our view is that we are better served being a market operator for the ETFs and other instruments like that as well as being a technology provider to the industry.

[Andrew Bond, Analyst at Rosenblatt Securities]

Thanks, Adena.

[Operator]

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

[Alex Blostein, Analyst at The Goldman Sachs Group]

Hey, good morning. Thanks for squeezing me here. So just a quick follow-up again on Adenza. Over the last couple of years, it sounded like they went through a pretty meaningful improvement in their technology stack and there's probably a bit of capex around it. So as you move forward, do you think they're largely done? Are there still kind of things that might be on a heavier lifting side that needs to get implemented that they're not part of Nasdaq? And maybe just talk to your overall capex expectations for 2024.

[Adena T. Friedman, Chair and Chief Executive Officer at Nasdaq]

Sure. So I would say that, we'll take Calypso and AxiomSL separately. AxiomSL did do a significant rewrite of their technology a few years ago. So we feel very good about kind of how they're positioned. And then Calypso actually, they are super flexible and very modular. So they kind of have this continuum of investment in Calypso. And they've been able to, because of that, they've actually been much more able to, both of them are focused on just bringing in new modules very quickly and iterating on their technology. So we feel really good about the tech foundation. And I think we said that at the time of signing. And now that we've closed on the deal, we've looked under the hood, it is a great technology and it's very modular and kind of platform-based.

I think the area that we can really help focus them is on how do we really optimize the cloud implementation to make it so that it's as efficient as possible for them and their clients. And so we have a lot of expertise there. We've had a long history of cloud-deployed solutions. And so we do actually think that's an area where we can help them invest to make it so that that can be even more effectively and efficiently delivered. But that's not a significant capital investment as much as that's just continuing innovation. They have been investing in R&D, so that has been a hallmark of their business. And so we are really pleased to see that. And we will continue that, but that's not something where there's a big capex requirement right now. We really do see it as a continuum of innovation.

In terms of our capex across the year, I think -- I don't know if they have any specific things that you want to mention there?

[Sarah Youngwood, Executive Vice President and Chief Financial Officer at Nasdaq]

No, we don't have any particular trends. So you're not going to see a particular acceleration or something of note. We're continuing to invest in the business. And we'll come back and give you a lot of color at Investor Day on the type of returns and the type of breakdowns of our investments. And we have very much a cash on cash view as to what it gives us in addition to of course the investments that are foundational in the business.

[Operator]

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

[Brian Bedell, Analyst at Deutsche Bank Aktiengesellschaft]

Great. Thanks very much for taking my questions. Most of them have been asked and answered, but a couple more. One just on the Verafin. I think, Sarah, you mentioned, if I heard correctly, Verafin growth in the quarter year-over-year of 25% against the legacy Regulatory Tech segment of 17%. And then I missed something you said about the surveillance part of that. So I just wanted to clarify, was that 25% at Verafin and there was some offset at the surveillance business? And then as you look at that legacy business going forward, do you see Verafin as sort of a core 20%-ish type of program?

[Sarah Youngwood, Executive Vice President and Chief Financial Officer at Nasdaq]

So what I said is that the 25% indeed is the growth for Verafin. And together with surveillance you end up at 17%. So that's a 6% for surveillance. That is due to a timing of bookings in 2022 that had been an impact on the year-on-year growth for the fourth quarter. So it's really just timing in the prior year period.

[Adena T. Friedman, Chair and Chief Executive Officer at Nasdaq]

For surveillance.

[Sarah Youngwood, Executive Vice President and Chief Financial Officer at Nasdaq]

For surveillance.

[Adena T. Friedman, Chair and Chief Executive Officer at Nasdaq]

I think, as you know, Brian, we have a kind of an 18% to 23% kind of expectation across CSD. Now as we move to RegTech and we integrate that with AxiomSL, we're going to be providing kind of a view and I think it's -- I always look at it as 10% to 14% across FinTech, all told. And that will incorporate Verafin and surveillance along with Market Tech and the Adenza products.

[Brian Bedell, Analyst at Deutsche Bank Aktiengesellschaft]

Okay, great. Thanks for that. And then just one last one on operating leverage given your expense guidance. Just I guess the level of confidence on the operating leverage, clearly it looks like it's a good 3 percentage points or more below your 8 to 11 solutions revenue guide, but how do you think of the Adenza revenue dynamics versus ARR at Adenza influencing that? I guess, the punch line question here is, are you still managing that operating leverage against reported revenue or would you look at that ARR as a better guide for that operating leverage dynamic?

[Sarah Youngwood, Executive Vice President and Chief Financial Officer at Nasdaq]

So we continue to focus on our operating margin and to focus on having operating leverage as we invest on a GAAP basis, but we will always give you the details on the ARR basis, which is really the better economic view of what we are doing.

[Brian Bedell, Analyst at Deutsche Bank Aktiengesellschaft]

Great. Thank you.

[Operator]

Thank you. That concludes our Q&A session for today. I would now like to turn the conference back to Adena Friedman, Chair and CEO, for closing remarks.

[Adena T. Friedman, Chair and Chief Executive Officer at Nasdaq]

Great. Thank you. And as we enter another exciting year at Nasdaq, we remain focused on activating and unlocking new opportunities that will drive the business into the future. Before I close, I want to remind everyone, if you didn't remember already, that we have our scheduled 2024 Investor Day on for Tuesday, March 5. We hope to see you all there, either in person or virtually, and we look forward to sharing our vision with you. Thank you for joining us and have a great day.

[Operator]

[Operator Closing Remarks]