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Nasdaq, Inc. (NDAQ)

Q3 2013 Earnings Call· Wed, Oct 23, 2013

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Transcript

Operator

Operator

Good day, ladies and gentlemen, and welcome to the NASDAQ OMX Third Quarter 2013 Results Conference Call. [Operator Instructions] As a reminder, this conference is being recorded. I will now turn the call over to Ed Ditmire, NASDAQ's Vice President of Investor Relations. Please go ahead, sir.

Ed Ditmire

Analyst

Good morning, everyone, and thanks for joining us today to discuss NASDAQ OMX's third quarter 2013 earnings results. On the line are Bob Greifeld, our CEO; Lee Shavel, our CFO; Ed Knight, General Counsel; and other members of the management team. After prepared remarks, we will open up to Q&A. The press release and presentation are on our website. We intend to use the website as a means of disclosing material nonpublic 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. I now will turn the call over to Bob.

Robert Greifeld

Analyst · Sandler O'Neill

Thank you, Ed, and good morning, everybody, and thank you for joining us today. We are very pleased to announce a very strong third quarter. And what is noteworthy, this is the first time our acquisitions of eSpeed and Thomson Reuters' IR, PR and Multimedia businesses are fully incorporated in our results. You can see our mix of business is evolving, and we have set a new revenue and operating profit baselines. In the third quarter 2013, revenues reached a record $506 million, driven largely by our Technology Solutions segment, now a $524 million annualized revenue business, as well as our Information Services segment, which set a new high with $472 million in annualized revenue. In addition, with the inclusion of eSpeed, 2/3 of the transaction-based revenue in our Market Services segment now comes from derivatives and fixed income products, with 1/3 now coming from equity trading, a pretty remarkable transformation. Looking at the bottom line, on a non-GAAP basis, third quarter EPS of $0.66 was up 6% over the year -- the prior year with $0.62. Our non-GAAP operating income was up 12% year-on-year. We are on a good course, and we are seeing positive momentum in a continuing difficult environment. We are executing our strategy, and we are in progress and making progress against our targets and objectives we've outlined on our recent calls. This quarter provides further evidence that our strategy to leverage our technology and customer relationships to build profitable businesses, which deliver attractive returns for our shareholders, is working. Our objective is to become an entrenched provider of a diversified portfolio of services to the financial and investment community. When we think about our strategy and objectives, clearly, the integration of eSpeed and the IR, PR and Multimedia businesses of Thomson Reuters are important to…

Lee Shavel

Analyst · Sandler O'Neill

Thank you, Bob. Good morning, everyone. The following comments will focus on our non-GAAP and pro forma non-GAAP results. Reconciliations of GAAP to non-GAAP and pro forma 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.nasdaqomx.com. I'll start by reviewing our third quarter revenue performance relative to the prior year quarter. Net revenues increased $94 million to a record $506 million. Contributing to this increase was $78 million or a 27% increase in subscription and recurring revenue, primarily from acquisitions but also from material organic growth. Subscription and recurring revenue now represents 73% of total revenues. Transaction-driven revenues rose $16 million on the inclusion of transaction revenue related to the eSpeed acquisition, partially offset by slightly lower revenue in our legacy trading businesses, in particular by U.S. equities and derivatives. On an organic basis, constant currency and excluding acquisitions, total company net revenues rose $16 million or 4%. I'm now going to go over some highlights within each of our reporting segments. All comparisons will be to the prior year period unless otherwise noted. Information Services, which includes our Market Data and Index businesses, increased revenues by $19 million or 19% to $118 million and operating profit by $14 million or 19% to $86 million. Operating margin was unchanged at 73% compared to the prior year. Market Data had a $16 million increase in revenues on growth in new product sales, in particular, NASDAQ Basic, select pricing actions, such as an increase for Level 2 quotes and mutual fund services, the inclusion of eSpeed market data and higher audit collections, which were $7 million higher than the prior period. Index Licensing and Services grew revenues 20%, with a number of licensed exchange-traded products up 57% to…

Ed Ditmire

Analyst

Stephanie, can you please queue the Q&A?

Operator

Operator

[Operator Instructions] Our first question comes from Rich Repetto with Sandler O'Neill. Richard H. Repetto - Sandler O'Neill + Partners, L.P., Research Division: I guess this quarter is a little bit more difficult because you get the acquisitions coming in, a little bit more moving parts. And just the first, a cleanup on them to try to clarify some things, but on the eSpeed, what was the Market Data because we can see the $18 million in the fixed income trading, but what -- was there other contributions to Market Data, I think, you referred to in the prepared remarks? The other question, Lee, is, your expenses looks -- you beat us on expenses materially. And I'm -- when I take just the 7% increase from last year, 3Q '12, I'm, Lee, coming up with $57 million in expenses from the acquisition. That's down below the run rate of the $65 million you guided to. I'm just trying to see whether that's to do with GIFT spending or trying to explain the lower expense run rate that you reported in the quarter.

Robert Greifeld

Analyst · Sandler O'Neill

All right. So Rich, I'll take the first question as Lee prepares for the second, a more difficult question. So when you look at the eSpeed numbers, we obviously have, as we do with basically all acquisitions, made a part of NASDAQ OMX. So the co-location services revenue and the Market Data revenue is separate from the transaction revenue. I think to get to the nut of your question, we had $99 million in revenue on a gross basis. I think the quarter was slightly below that pace if you add back co-lo and Market Data, but that's expected given it was the third quarter.

Lee Shavel

Analyst · Sandler O'Neill

And Rich, on your question, the -- when you look at it versus the prior quarter, I think, probably, some of the gap here, you're looking at third quarter versus the second quarter, acquisitions added about $39 million of additional expenses. We had a benefit of about $6 million lower expenses due to lower GIFT spending from the second quarter, and we had an increase of about $4 million of expenses on the quarter related to some higher compensation. So I think overall, it's probably lower GIFT spending that accounts for some of the differences here.

Robert Greifeld

Analyst · Sandler O'Neill

And the general comment I want to make is that we operate under the structure that we look for effectiveness first and efficiency second. So with respect to the acquisitions and, in particular, Thomson Reuters, we're at the effective level. We're not at the efficient level yet. That's not -- well, it not was our goal for this quarter, the last quarter or possibly this quarter, but we obviously would get there as we go into 2014. So it's exciting as the numbers are strong, but we have a lot of work left to do, and we obviously will get it down as we get into '14. Richard H. Repetto - Sandler O'Neill + Partners, L.P., Research Division: Okay. And then one sort of follow-up on the strategic side. Bob, BATS and Direct Edge announced a merger, and I was just trying to see how you view that competitor -- now a combined competitor. And they've talked about -- well, your Market Data is extremely strong, but do you see that -- now that they have more material market share, has that been any sort of an issue on Market Data and the proprietary -- and the growth you're seeing in proprietary market data?

Robert Greifeld

Analyst · Sandler O'Neill

Well, we were the innovator in this space with NASDAQ Basic, and we have 1,000 customers now and a commanding position, and it's our job to continue to work and improve that product. So we like our positioning. We certainly think that BATS and Direct Edge and NYSE, for that reason, also will try to compete with us, but it feels good to be the innovator in the space who has a strong position of incumbency and we're not going to rest on our laurels.

Operator

Operator

[Operator Instructions] Our next question comes from Howard Chen with Crédit Suisse. Howard Chen - Crédit Suisse AG, Research Division: I had 2 follow-ups on the recent acquisitions as early progress looks pretty positive. First, on Corporate Solutions, Bob, you spoke about the cross-selling opportunity on the enhanced product suite. I was just wondering if you had thought about framing out opportunity and discussed the sales and distribution you have in place. And is that where you want it to be in order to kind of execute on that opportunity set?

Robert Greifeld

Analyst · Sandler O'Neill

Yes, I would say this. The effort to combine the sales teams has been definitely ahead of pace, and you see it's essentially -- Dawn [ph], as I'm looking at Anna as I'm answering that question. She is shaking her head also. So that's good. And I think we will probably give you more granularity as we advance in time. I would say that Directors Desk is the hot product from the ex-Thomson Reuters people. Automated board books is a hot segment, and to be able to lever that additional channel with that proven product, I think has been successful so far and I think it will be remarkably successful as we go forward in 2014. Howard Chen - Crédit Suisse AG, Research Division: Okay, great. And then shifting over to the business you acquired from eSpeed, you spoke about 4 new customers onboarding during the quarter. Could you talk about the nature of these customers, how meaningful you think they can be and just what's the universe of other new customers because I think a lot of people out there think that this business was relatively saturated and mature amongst the customer set?

Robert Greifeld

Analyst · Sandler O'Neill

No. I would say -- and I'm looking at Eric as I say this, but we have, I think, a material opportunity to expand the customer base. One is that given the relationships that prior eSpeed had, there were certain customers who chose not to deal with the platform, and I think we, as the new player coming in, have the opportunity to change that. In addition, as we set for the announcement of the deal, that as you move the customers into Carteret and make it very easy and facilitate the onboarding of those customers in Carteret who are not customers of the eSpeed platform, we'll see some pickup from there. So we're excited about that. We're on with the plan. Howard Chen - Crédit Suisse AG, Research Division: Just a quick follow-up on that, Bob. What was the -- can you just remind -- what's the limiting factor of why these customers may not have been there with the prior owner?

Robert Greifeld

Analyst · Sandler O'Neill

Yes, I think one -- you've got 2 things. One is you had certain relationships that had been, I would think, handicapped through the years that now we as the new player can address; and two is that the equity world is still the widest world out there in fixed income, in U.S. treasuries. Is big, but it's not as big as the customer set that we have here. So we take those 2 drivers and it prevents -- presents us with opportunities. I also want to highlight that we made 3 fairly substantial changes to the platform since the acquisition. And as I said in the prepared comments, we're looking in the fourth quarter to really get us close to parity with the competitor with respect to raw speed and also the ability to perform under stress.

Operator

Operator

Our next question comes from Patrick O'Shaughnessy with Raymond James. Patrick J. O'Shaughnessy - Raymond James & Associates, Inc., Research Division: So my first question is on the regulatory environment and, I think specifically, regulation of op exchange trading. It does seem like there's more conversation as it is more actually looking into the issue of op exchange trading. Can you just kind of give an update of where you see things standing right now?

Robert Greifeld

Analyst · Raymond James

Well, I would make this general comment. It's that I think the commission is in a better position than it have been in a while to execute on their desires. So I think under Mary Jo's leadership, you have a commission that's focused on getting things done. So I think in the fullness of time, that will be very helpful. And so while the debate continues to go on with respect to what is a proper structure, at the end of the day, we see that any change in structure will be good for us. We, obviously, will sweat the details and advocate for what we think is the right solution for the market, but at end of the day, the most important thing is that something happens, something changes, and my prediction is, with Mary Jo's leadership, we'll get there in some reasonable period of time. Patrick J. O'Shaughnessy - Raymond James & Associates, Inc., Research Division: All right. I appreciate that. And my follow-up question...

Robert Greifeld

Analyst · Raymond James

Yes, I just want to make sure that I'm not speaking for the commission. This is my personal opinion. Patrick J. O'Shaughnessy - Raymond James & Associates, Inc., Research Division: Noted. So my follow-up question is moving back to Thomson Reuters. Do you have a data on what the pro forma revenue will look like if you guys would have held that business a year ago? Just kind of curious on what the overall trends have been and the retention of their existing customers.

Robert Greifeld

Analyst · Raymond James

Yes. I would say this, I don't have the facts in front of me. Lee will think about it. But I think the business has been operating under a similar path as in the Thomson world. So I don't think that we have materially changed that path for the better or for the worse in the period of time that we owned it. Obviously, our job is to make sure we change it for the better. And we have a lot of good things going on, as I referenced, with the sales reorganization and the cross-selling of the products. But that hasn't been a material impact to the revenue arc. So I think you see the same operation of the business as before.

Lee Shavel

Analyst · Raymond James

Yes, and I would say, Patrick, it's difficult because we have just -- we're pulling businesses out of Thomson Reuters. We don't have a good kind of accounting comparison from one entity to the other. I think all we can really rely on our -- out of the operational experience that we have with the business right now. So I don't think we can answer that question precisely.

Robert Greifeld

Analyst · Raymond James

Yes, so the dominant thought I want to leave at this call is these 2 acquisitions are, in fact, accreting to our shareholders today. They're being run in much the same way, or performing much the same way they did before we acquired them. But that gives us, I think, great optimism because we have a whole plethora of plans to improve the operation, to rollout new products, to make some product rationalization decisions, which a lot of these decisions have been made -- more to be made between now and the end of the year, which will have, I think, a fairly dramatic impact on the performance of the business in 2014. So for us, it's just a wonderful position to be in, to be putting scores up in the board with respect to the acquisition, representing, I think, proper purchase price and obviously, beneficial financing. But a lot of what we call the alpha return yet to come. And we're more excited now about the alpha returns we can deliver from these acquisitions than we were at the time that the deals were announced.

Operator

Operator

Our next question comes from Ken Hill with Barclays.

Kenneth Hill - Barclays Capital, Research Division

Analyst · Barclays

I had a quick question. I wanted to get back to the GIFT spending here, sort of, the lower outlook going forward. I'm just kind of wondering what drove the change there and how you're thinking about some of the revenue outlook for some of those new initiatives, particularly like NLX, which has been eating up a little bit of the GIFT spend more recently?

Robert Greifeld

Analyst · Barclays

Yes, well, one is, the GIFT analysis is clearly from a bottoms up. The merits of the concepts and the business opportunities have to stand for themselves and so that's not governing the budget in a given month, quarter or really, a year for that perspective. So we're very happy that we're funding the right opportunities for us at this point in time. I think the revenue opportunity for NLX is delayed but still encouraging. As for those who watch the market share has seen that there has been some steady incremental progress over the last number of weeks, we do expect further participation between now and the end of the year. And we're watching it very closely and I say over the last 3 weeks, the progress has been encouraging.

Lee Shavel

Analyst · Barclays

I would just add one element here is that the reduction doesn't reflect a defunding of projects that were approved. So we aren't cutting back on the projects that we were excited about that we think have great promise. We do have money that has been set aside at the beginning of the year for new projects that will come through the pipeline. And either there haven't been as many projects or the projects that were presented, we decided, didn't represent good returns or investments at this stage. I think that -- I'm sorry, that, Ken, is what is coloring the difference here as we get to the end of the year.

Kenneth Hill - Barclays Capital, Research Division

Analyst · Barclays

Okay. A follow-up here is on the Options market share. It looks like the overall market remains competitive. You've got a competitor out there being very aggressive through the back part of this year. I was just wondering if you could comment on how you're thinking about market share going forward? Does it get to the -- some like Cash Equities, where you get to more of a steady-state and you're kind of happy with where it is? Or is it something we can expect you guys to really ramp up and be more aggressive on towards the end of the year here?

Robert Greifeld

Analyst · Barclays

Well, happy would obviously be the wrong word with respect to just having steady market share. The qualifying comment I would make is the dividend trades have declined. Absent any regulation, we've seen some clearing firms step away from that business. So if you will isolate out the dividend trades, I think the market share has been very steady over the past number of months or quarters and that is, obviously, in face of renewed competitive threats and pressure. So it's the world we live in and we're very comfortable with it. Our Options team, led by Eric, has been incredibly strong. And I would say that the plans they have in place gives me great comfort. And we do manage the business for both profit and market share. So we're very happy with the progress, I think, on a combined basis for both metrics.

Operator

Operator

Our next question comes from Alex Blostein with Goldman Sachs.

Alexander Blostein - Goldman Sachs Group Inc., Research Division

Analyst · Goldman Sachs

So just following up, I guess, on the last question and just maybe focusing on the Cash Equities piece of the business. It looks like your market share last quarter came down again and then started to recover a little bit in October. So I just want to get a sense of whether or not you have changed anything on the pricing side that's leading to slightly better market share so far in the fourth quarter?

Robert Greifeld

Analyst · Goldman Sachs

Well, I do like our capture rate in the third quarter. I think you'll see a continuation and possibly an improvement of that in the fourth quarter. So I think the team is doing the proper job of managing profitability versus share. I think we could get into a quarter or 2 where you'll see both of them optimize simultaneously. So we're excited about that. So I think our positioning in Cash Equities is relatively strong and we expect to see improved metrics in the times -- in the quarters to come.

Alexander Blostein - Goldman Sachs Group Inc., Research Division

Analyst · Goldman Sachs

Got it. And then on the -- on Thomson Reuters business, there's a couple of things in the press recently discussing the subsidies that New York Stock Exchange is providing to their list of clients. Can you give us a sense of what percentage of Thomson Reuters revenue has come from NYSE-listed subsidies?

Robert Greifeld

Analyst · Goldman Sachs

Yes, it's a small percent. I think it's around $11 million. So in the scheme of the operation, it's not large. We had, in our board model, planned for the elimination of that subsidy. I would say that the actual dollar is probably $1 million or so higher than we had in the board model. But I think the good news here is we probably gained multiples of that, with respect to customer goodwill, I think our competitor chose to announce the end of the subsidy in Carteret in a sudden way, it was not popularly received by the customer base. And we were able to step in and back stop that in a quick fashion. So in terms of our overall strategy of cross-selling into these accounts, I think we've come out of this situation quite positive and with a higher level of customer acceptance and goodwill, and I think that will serve us very well in the quarters to come.

Operator

Operator

Our next question comes from Mike Carrier with Bank of America Merrill Lynch.

Michael Carrier - BofA Merrill Lynch, Research Division

Analyst · Bank of America Merrill Lynch

Just on the organic growth, you guys mentioned this quarter that you had 4% year-over-year. I think stepping away from the transaction business and looking at the nontransaction side, given that you have these transactions now incorporated. When we start thinking the next 12 months on that organic growth rate of 4%, like, is that sustainable? Do you see some areas where you can beat that 4%? Just want to get some sense in terms of when you're budgeting -- what you think those nontransaction revenues can do in a decent capital markets backdrop?

Robert Greifeld

Analyst · Bank of America Merrill Lynch

All right. I was waiting for the last comment and you put it in there. So assuming you have a decent environment, I think, one, from a macro point of view, we think that a single-digit number, mid-single-digit number is a proper target for us. I prefer to think about it from a bottoms up point of view, from a product point of view, what products can we come to market with and what markets can we go after. And that, obviously, can yield us to a larger number if we're able to successfully execute on the business. So direct answer is, I think the mid-single digits is something we think about, but we obviously aspire to more than that as we build our execution plans for these businesses.

Michael Carrier - BofA Merrill Lynch, Research Division

Analyst · Bank of America Merrill Lynch

Okay. That's helpful. And then just on the cash side, so as we get to, say, second quarter next year -- and just maybe just give an update in terms of when you think about the targets on debt-to-EBITDA, whether it's total debt or net debt. I'm just trying to -- I think when you look at priorities in terms of looking at investing in the business, going back to picking up the buybacks, just want to rank those priorities once we get to your target debt level?

Robert Greifeld

Analyst · Bank of America Merrill Lynch

Yes, I would think that conversation is something we'll be happy to have when we get there. Obviously, we have a lot of execution to do between here and now. We're pleased with the progress and we're pleased with the debt paydown we made in this quarter. And we'll continue to do that. But a lot of wood to chop between now and then. And when we get there, it would be the proper time for us to think about it in a fulsome way.

Operator

Operator

Our next question comes from Jillian Miller with BMO Capital Markets.

Jillian Miller - BMO Capital Markets U.S.

Analyst · BMO Capital Markets

Moving back to eSpeed. I just was wondering when those fixed eSpeed contracts come up for renewal, are you trying to restructure them so that there's more of a variable component, just given your volume outlook for treasuries? Or are you kind of happy with having a fixed component? And then also, I'm not sure if this is something that you can tell, but I'd be curious if, like, all those contracts come up for renewal at the same time or if they're staggered over the course of the year?

Robert Greifeld

Analyst · BMO Capital Markets

They're staggered over the course of the year. And fixed contracts, obviously, there's some good to it and there's some bad to it. I think we prefer to see hybrid. Left to our own devices, we'd like to see a fixed element with an upside based upon increased volume. So you somewhat protect your downside, limit your upside. It think we'd be comfortable with that as the outcome.

Jillian Miller - BMO Capital Markets U.S.

Analyst · BMO Capital Markets

Okay. And then on NLX, I think you guys said that you'd be kind of evaluating, in the first quarter, whether it's something that you want to keep investing in because it is taking up quite a bit of your GIFT budget. But I thought maybe you could run us through some of the decision criteria there, like, what do you need to see to keep the operation open? Is there a volume or open interest threshold? Does it need to be approaching breakeven or a certain number of clients or -- I'm just wondering if there is some kind of trigger there?

Robert Greifeld

Analyst · BMO Capital Markets

Well, I think the dominant trigger -- and there are many, but if I had to highlight one, I would say this, we have an engaged group of partners that came together, rallied around the team to launch this effort. These partners have varying levels of ability to deploy in a given time frame. To the extent that the partners have done what they could do, meaning, that they were connected and they were giving us the full they could give us, then, that is the time we say, "Okay, let's assess where we're at." So clearly, if we do that and we're at 5% and growing, then, we're very happy. If we're at 1% and stable, then, we're unhappy. So we're working hard to make sure each and every one of our partners is doing everything he or she said that they would do. And we're making progress. And fourth quarter is a big effort. We obviously want to get a lot of it done going in before the system freezes -- it happened in mid-December, and we're going to gauge it as we go along. And one of the, obviously, interesting things with the GIFT council is it approves these fundings, but it also has a fundamental mission to be clinical with respect to its evaluation of the progress and its evaluation of its prospective future. And that's one of the key skill sets we have developed here in NASDAQ OMX, and it's something we think about on a regular basis.

Operator

Operator

Our next question comes from Chris Allen with Evercore.

Christopher J. Allen - Evercore Partners Inc., Research Division

Analyst · Evercore

Just wanted -- I might have missed this before. But just, the expense guidance for the full year implies a decent tick-up in the fourth quarter expenses off of 3Q. Is there any seasonality in there? Is there any specific drivers to think about for the quarter?

Lee Shavel

Analyst · Evercore

Yes, Chris, there is. In the third quarter, we do have a lower level of overall on expenses due to it's generally a quieter quarter in the business so we have less associated expenses. So I think the uptick that you see reflects that. It also reflects an expected increase, to some extent, of some GIFT spending in the fourth quarter. And so I'd say those are the 2 primary components that create that situation that you correctly identified with the guidance, that we are expecting an increase in expenses in the fourth quarter.

Christopher J. Allen - Evercore Partners Inc., Research Division

Analyst · Evercore

Got it. And then not to beat a dead horse but going back to eSpeed a little bit. ICAP's volumes were up or BrokerTec's volumes in treasuries are up about 34% year-over-year. So it looks like most of the market share was lost to them. Maybe, is there any specific points that you guys are focused on to reverse the market share deterioration? I know you talked about moving to Carteret, but is there anything else -- whether it was pricing, anything else that you think drove the decline in market share over the last year?

Robert Greifeld

Analyst · Evercore

Yes. So let me start with a general comment. What's exciting to us is both eSpeed and the Thomson Reuters acquisitions are providing an attractive return to our investors today and they help contribute to this very strong quarter. That being said, we, ourselves, have not done that much to add to their operational excellence. And that will not be the situation as we go forward in time, thereby, inferring that the returns on the investments, while strong today, will get even stronger. With respect to eSpeed, since we've owned the asset, the market share has been essentially stable. It is not a goal that we have to remain stable at the market share. We are basically launching a multipronged plan to address that. We've highlighted some of the things we've done already. Clearly, the move to Carteret will be helpful. Clearly, the ability to get our system on par with the competitive system, which we think we'll do by the end of the quarter, will be helpful as we go into 2014. And probably, most importantly, is the building and strengthening and rebuilding, in certain cases, of relationships with our customers. And that effort is ongoing and that's all done at the head trader level instead of done at the head of the fixed income division and probably, most importantly, has to be done trader by trader. So we're on with that. So we haven't seen -- in the quarters results we have today, we haven't seen any results of that yet. You will in the time to come. And just as in these quarterly results, you have not really seen, yet, any of the good work we're doing with respect to Thomson Reuters, and you'll see that also. So a very strong quarter. Excites us that right now it's just because we bought assets at good prices with good financing and there's more good stuff to come.

Operator

Operator

Our next question comes from Chris Harris with Wells Fargo Securities.

Christopher Harris - Wells Fargo Securities, LLC, Research Division

Analyst · Wells Fargo Securities

First question is a regulatory one. There's been a lot of chatter floating around about whether exchanges should have the ability to self-regulate. And just wondering if you guys could comment, in a worst-case scenario, if NASDAQ lost its ability to be an SRO, what exactly would that mean for you guys?

Robert Greifeld

Analyst · Wells Fargo Securities

All right. So one, I would separate out the SRO question from the Listings versus the Transaction business. So I think if there's going to be any serious discussion, it will be primarily around the Transaction business. But I'm not inferring that there will. But in the Transaction business, I think it's very important to recognize that we will have a contractual relationship with these customers. And if we're going to be reliant on the contract, we would be in a position to have a contract very similar to any other transaction processing vendor in the world. And that contract does not subject due to, what I would call, consequential damages. So to the extent that you lose a phone call when you're on the line with Verizon, to the extent that you're trying to do a transaction with the PayPal or anybody, and there is an interruption in the service, then, that's part of the experience of being in the Transaction business for better and/or worse. So in a real sense, the SRO aspect would not have any material change on our Transaction business. And I'm obviously saying that as a nonlawyer but certainly, my firm opinion, having been in the Transaction business just outside of the regulated world, it's the standard way that you operate. So we have a very firm opinion that the immunities, I think, have value for the exchange function, which is fundamentally different than the broker-dealer function, but in particular, reference to the Transaction part of the business, it's not a material set of circumstance or effect.

Christopher Harris - Wells Fargo Securities, LLC, Research Division

Analyst · Wells Fargo Securities

Okay. Very helpful, Bob. And my follow-up would be probably another hard question, I guess, but some of the technology glitches that have occurred -- certainly, not unique to you guys at all, but just wondering what steps maybe NASDAQ can take -- and then the industry, more broadly, to limit these kinds of events?

Robert Greifeld

Analyst · Wells Fargo Securities

Yes, that's a great question and deserves a long answer. Let me give you the summary version of it. We always take the detailed question offline. But I would say this. One, is in the Technology business, you understand there's always going to be latent bugs in the code. It's our job to basically isolate and make sure when they happen, they don't have an impact on the world. So coming out of the 22nd, there's obviously a lot of things we have to do with respect to the SIP and how it works in the environment. I think that represents, in certain ways, an opportunity for our Technology business to put forward for a state of the art proposal for the SIP committee to get it up to world standards, like we do with our 70 other customers. We intend to pursue that. I think under Mary Jo's leadership, the industry itself is starting to grapple with what we have to do to live in this interconnected world. And the 60-day clock is ticking, and I think it comes up the 12th of November. And we intend to be ahead of the curve in terms of how we respond to that. So we're excited about that. Post that initiative, it's our strong feeling the industry has to evolve to some type of centralized testing regime. And we certainly referred to the telecom industry and others, where you have the equivalent of an underwriters' laboratory that represents your ability to do nonsequential testing that assures the safety and sanctity of the entire network. So what we're doing now is good, then we have to evolve to the next step of it and the industry will do that. With respect to our own operations, we obviously have looked at, coming after…

Operator

Operator

Our next question comes from Niamh Alexander with KBW. Niamh Alexander - Keefe, Bruyette, & Woods, Inc., Research Division: If I could go back to the capital -- and thanks for giving us the kind of explicit guidance on the timing. It's only a few quarters away now and -- when you have more flexibility with your cash. So can you remind us of what is your interest level in European consolidation? There's certainly some compelling arguments to be made from a cost side. Before, I think you've kind of made some public comments about being potentially interested in some new European exchanges if they came on the market. What's your interest level now as you kind of get better visibility on these acquisitions you've already made?

Robert Greifeld

Analyst · KBW

Niamh, I've never heard you be so vague in your life here. What European asset might you be talking about? I don't know. So what I've said publicly before, we would be remiss, if the asset were to become available, to not take a look at it. And that doesn't say that we'd have a strong interest, a medium interest or a low interest, I don't know. The devils are obviously in the details. The reason we have to look at it is we clearly have a European presence today. We have enough processing power in our European data center to handle every European equity trade today without spending a nickel. So you've got that kind of fundamental driver behind it. But these kind of things are just difficult. We're spending 0 time thinking about it right now. And to the extent that the European regulatory political infrastructure wants to do an IPO, the last thing we're going to do is waste any time fighting that train. So we're here. We've expressed to the European people that we know what we're doing in Europe. I think the way we integrated NASDAQ OMX is hailed as a proper way to do a cross-border transaction in Europe. And I think the NYSE Euronext is hailed as the improper way to do it. So we have that kind of fundamental credibility with the European regulatory community. But that being said, we're not spending any time thinking about it and to the extent they want to do an IPO, we wish them all the well with it. Niamh Alexander - Keefe, Bruyette, & Woods, Inc., Research Division: Okay. Fair enough. And then, if I could just go back to the SIP. And you talked about maybe this could actually be an opportunity if the committee decides that they need to substantially upgrade the systems and to be more like the private system, as it were, is there a potential risk that if you lose the entire role there, that it kind of gets outsourced to somebody else and there's like a revenue stream we should be thinking about attached to that?

Robert Greifeld

Analyst · KBW

Well, there's a revenue stream, there's not profit stream. So I wouldn't worry about that too much. I mean, we've operated the SIP kind of by default, based upon the vestige of our monopoly position pre-Reg. NMS. And when you think about it, we've operated it for -- as it turns out, infinite risk with 0 financial return to it. So we have to -- have a proposal for the SIP that makes sense, that represents a decent margin for us. Not excessive, but more importantly, we have to put forward a proposal where the SIP technology can be brought forward into the 2015-type best-of-breed practices. And it deserves that. At end of the day, it's not our decision whether that's done. It's the decision of the committee. But clearly, we would not have too much interest in continuing in the current relationship where there's no -- the way it's operated, the technology is just fraught -- with too much peril. Niamh Alexander - Keefe, Bruyette, & Woods, Inc., Research Division: Is there a chance or a situation where the regulators could -- nobody wants to hold up their hand and set a lot more money in operating it. But is there a chance that you could be kind of forced to upgrade it without necessarily getting compensated for it?

Robert Greifeld

Analyst · KBW

No. Well, first off, it would have to be the committee, right? So we obviously received the publicity, but we're a member of the committee. So will the SEC force the committee to upgrade the SIP and then, the SIP has to choose who is the vendor to do that, that's a potential. But I would say this, that I think -- and I don't want to speak for the SEC or other market participants, but I think the community, as a whole, recognizes that the SIP is a critical piece of the infrastructure and deserves to have state-of-the-art technology behind it, state-of-the-art support contracts, state-of-the-art service-level agreements between the SIP and the vendor meeting us associated with it. So I don't think there's going to be too much commotion associated with this.

Operator

Operator

I will now turn the call back over to management for closing remarks.

Robert Greifeld

Analyst · Sandler O'Neill

Thank you. Well, certainly, it was a very strong quarter. As I said in my prepared comments, we still operate in fundamentally difficult times, political climate doesn't help either. That being said, the strength of the franchise -- the diversified franchise continues to reveal itself. The acquisitions helped, as I said a number of times, that we just got started. So they're going to help that much more. And I think the business plans we have in place, the diversification of our revenue and most importantly, the strength of the employees and the management team here at NASDAQ OMX position us properly for the future. We appreciate your support and look forward to talking to you in the days and the quarters to come. So thank you.

Operator

Operator

Thank you, ladies and gentlemen. That does conclude today's press conference. You may all disconnect and have a wonderful day.