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Nasdaq, Inc. (NDAQ)

Q4 2018 Earnings Call· Wed, Jan 30, 2019

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Transcript

Operator

Operator

Good day, ladies and gentlemen, and welcome to the Nasdaq Fourth Quarter 2018 Results Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session, and instructions will be given at that time. [Operator Instructions] As a reminder, today's conference is being recorded. I would now like to turn the call over to Ed Ditmire, Vice President of Investor Relations. Sir, you may begin.

Edward Ditmire

Analyst

Good morning, everyone, and thank you for joining us today to discuss Nasdaq's fourth quarter and full year 2018 financial results. On the line are: Adena Friedman, our CEO; Michael Ptasznik, our CFO; Ed Knight, our General Counsel; and other members of the management team. After prepared remarks, we'll open up to Q&A. The press release and presentation are on our website. We intend to use the website as a means of disclosing material nonpublic information and complying with disclosure obligations under SEC regulation update. 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 will now turn the call over to Adena.

Adena Friedman

Analyst

Thank you, Ed. Good morning, everyone, and thank you for joining us. My remarks today will focus on Nasdaq's strong 2018 financial and business performance, review the progress that we have made to drive forward our new strategic direction. We'll discuss how Nasdaq is addressing important issues in our foundational marketplace businesses, and lastly, detail our execution priorities for 2019. Turning to our results, I'm incredibly pleased to report that Nasdaq's strong financial performance for the fourth quarter and for the full year 2018. 2018 was a critical year for Nasdaq as we pursued a new chapter for the company that was guided by our strategic pivot to maximize our opportunities as a technology and analytics provider, while we sustain and grow our core marketplace businesses. The good news is that the strong results we delivered in 2018 confirm our renewed vision and how we can execute on it successfully and I will go into that in a little more detail. Our annual revenue growth materially improved in 2018 as we delivered solid full year organic revenue growth of 8% across our businesses up from 2% in 2017. This was driven by our current segments all contributing at or above their respective medium-term growth outlook ranges, while our Market Services business delivered its best performance in 7 years, achieving organic revenue growth of 9% for the full year. Focusing in on the fourth quarter of 2018, we delivered strong financial results across our businesses, especially strong Information Services and Market Services performance contributed to total company top-line organic revenue growth of 11%, while operating leverage delivered 3 percentage points of operating margin expansion over the prior-year quarter. Non-GAAP EPS of $1.26 increased 21% year-over-year. While I'm incredibly proud of the company for executing well in 2018, as I said before,…

Michael Ptasznik

Analyst

Thank you, Adena, and good morning, everyone. My commentary will primarily focus on our non-GAAP results and all comparisons will be to the prior year period, unless otherwise noted. Reconciliations of U.S. GAAP to non-GAAP results can be found in the attachments to our press release and in the presentation that's available on our website at ir.nasdaq.com. I will start by reviewing fourth quarter revenue performance as shown on page 3 of the presentation and organic growth on Pages 4 and 14. The $15 million increase in reported net revenue of $645 million consisted of: organic growth of $67 million, including 10% organic growth in the non-trading segments, and 14% organic growth in Market Services; a $6 million positive impact from the inclusion of revenues from the acquisition of eVestment; a $50 million negative impact from the divestiture of the Public Relations Solutions and Digital Media Services businesses: and a $8 million unfavorable impact from changes in foreign exchange rates. I will now review quarterly highlights within each of our reporting segments. I will start with Information Services, which as reflected on pages 5 and 14, saw a $31 million or 20% increase in revenue consisting of $26 million or 17% organic growth. Index revenues were up 17% in the fourth quarter of 2018, primarily due to higher average assets under management in exchange traded products linked to Nasdaq indexes and higher licensing revenue from futures trading related to the Nasdaq 100 Index. During the period, a record $45 million futures contracts traded tied to the proprietary Nasdaq 100 Index, an increase of 137% versus the fourth quarter of 2017. Market Data revenues increased 4%, primarily due to growth in our share of U.S. tape plans, and revenues from sales of data subscriptions in Asian and European data products. Investment…

Operator

Operator

Thank you. [Operator Instructions] Thank you. And our first question will come from the line of Rich Repetto with Sandler O'Neill. Your line is open.

Richard Repetto

Analyst

Yeah, good morning, Adena. Good morning, Michael.

Adena Friedman

Analyst

Good morning.

Michael Ptasznik

Analyst

Good morning.

Richard Repetto

Analyst

And, congrats on your second year, Adena.

Adena Friedman

Analyst

Thank you.

Richard Repetto

Analyst

I guess, if we have one question, I guess, it is on the market data issue, because you gave some interesting - new to me that, when you had to review these market data price increases that you wouldn't get a court ruling until - I think you said the end of 2019. So I guess the question is, could you give - does that put a - sort of put a stall or prevent the SEC from making any changes until like in - at least, get an outcome from this court ruling? And, I guess, as long as I'm going to ask, any comments on this new IEX whitepaper that just came out as well?

Adena Friedman

Analyst

So, I think that I'm going to ask, Ed, with regard to the legal proceedings. I don't think that it has a significant impact on what we said before.

Edward Knight

Analyst

No, I mean, we will go forward with our filings at the SEC, the commission will consider them in light of what they have said in connection with market data in general. And we will continue to work with them constructively. And so, we feel we still have a path forward in working with the SEC. The previous filing has been explained in the order remanding them to us. A process for handling those has not been established by the SEC and we're questioning the underlying legal authority and process that the SEC followed. And we have a lot of confidence around our position both based on the law and the facts. So we look forward to it being resolved in the courts.

Adena Friedman

Analyst

And with regard to the IEX, I guess, announcement, we actually - I think we did a very nice job. Phil Mackintosh did put out a blog yesterday that really provides really good insights into the total cost of trading on Nasdaq and our competitors and looking at why we believe that the way - that we spread our model across a lot of different types of services and fees is actually a better way to spread the value that we provide to the market to the broadest possible set of clients, based on their specific needs and the way they want to interact with the market. And I think actually frankly that blog was really well done and provides some really good data and evidence to show why our model works so well. So, we encourage you all to read it.

Richard Repetto

Analyst

Okay. Thanks. I play by the rules. I'll get back in the queue.

Adena Friedman

Analyst

Thanks, Rich.

Operator

Operator

Thank you. And our next question comes from the line of Michael Carrier with Bank of America Merrill Lynch. Your line is open.

Michael Carrier

Analyst · Bank of America Merrill Lynch. Your line is open.

Okay, thanks a lot. Good morning.

Adena Friedman

Analyst · Bank of America Merrill Lynch. Your line is open.

Good morning.

Michael Carrier

Analyst · Bank of America Merrill Lynch. Your line is open.

Maybe first question, just on the strategic pivot, when we look at where you've been allocating resources, obviously, on the tech side, Information Services, the growth has been I think stronger than people have expected. Like some of the areas that maybe have still lagged, whether it's on the Corporate Services, then maybe on the Fixed Income transaction business. Maybe just an update on how you're thinking about those businesses, then maybe what initiatives are in place in 2019, 2020, to maybe pick the growth or reconsider some of those investment areas?

Adena Friedman

Analyst · Bank of America Merrill Lynch. Your line is open.

Sure. Thanks for the question. So I agree with your assessment where we have some really great momentum in some large parts of our business. And we're very pleased with how our clients are reacting to the investments we're making across tech and in our Data and Analytics business, as well as the continued really strong performance of our core markets. But I also agree with you that the corporate solutions area of our Corporate Services business and the FICC areas within our Market Services business have not been the strongest performers in terms of delivering growth. And so, one of the things we've been focused on within Corporate Services is that integration with our Listings client organization. I think that we have these two - these two businesses completely separated and segregated between - but they're also - they're both serving the same client base. And what we did earlier this year in connection with the divestiture of the PR and DMS businesses, which frankly were somewhat disruptive to the overall organization in terms of how we are managing our client interactions. I think that we now have gotten to the point where we've integrated our sales organizations and our client service organizations between our Listings business and our Corporate Solutions business. And we do believe that that will give a much better client experience in terms of having more of a single point of contact within Nasdaq to serve all of their needs. It also allow us to alert ourselves earlier if things are - if there are areas where our clients are looking for more things that they want to do or if they're having issues with the services we're offering. And then, I think it also allows us to focus our energies on those businesses that…

Michael Carrier

Analyst · Bank of America Merrill Lynch. Your line is open.

Okay. Thanks a lot.

Operator

Operator

Thank you. And our next question comes from the line of Ken Hill with Rosenblatt. Your line is open.

Kenneth Hill

Analyst · Rosenblatt. Your line is open.

Hi, good morning, everyone.

Adena Friedman

Analyst · Rosenblatt. Your line is open.

Hi, Ken.

Kenneth Hill

Analyst · Rosenblatt. Your line is open.

So my question was on Cinnober, I know a few weeks back, you guys had a clearing system contract come up that you won from the OCC [ph]. I was just hoping you could talk about the opportunity set there for that business and how that's looking like - how you can maybe monetize some of the elements that brings, whether from the clearing side of the business, which seems profitable coming in or some of the other areas that didn't seem as profitable, maybe like post-trade risk or reporting transparency or maybe even some of the stakes in the surveillance companies?

Adena Friedman

Analyst · Rosenblatt. Your line is open.

Well, first of all, that's great, great understanding of the business. So I have to say, Ken, great job kind of dissecting the various elements of Cinnober. First of all, we're really thrilled to have Cinnober as part of Nasdaq. We - it's amazing actually how culturally aligned the organizations are. The talent there is excellent, and so as we've gotten into get to know people now and we've been doing town halls and individual meetings and we're starting to integrate the teams together, the talent base in Cinnober is just as strong as we've thought it would be. And the technology that they have particularly in clearing, as you pointed out, is a very, very - it's a great system. And we also have a very strong system too. So I think what we're going to be looking at is a long term path on how we can make sure that we're bringing the best of our systems to our clients. But I can say that they have very strong technology and a very strong talent base, particularly in the clearing space. And I think that in terms of this other businesses that you mentioned, those are the areas that we will be focusing on to determine the best path forward in terms of driving to a more profitable outcome for the business and for our shareholders as we integrate them into Nasdaq. So what's really going to be part of our strategy going forward and how should we take the assets and the capabilities that they have outside of clearing and make sure that we're either optimizing them or making the right decisions around them to get to a profitable outcome for us. And so that is our on - just beginning that ongoing review right now.

Kenneth Hill

Analyst · Rosenblatt. Your line is open.

And just to be clear on that, so those elements are included in your cost guidance here for 2019 right now?

Adena Friedman

Analyst · Rosenblatt. Your line is open.

Yeah. So we have a plan around integration with Cinnober. Our cost guidance does include Cinnober for all of 2019 based on our execution plan against the synergies. And we do expect to take some time to make sure that we can execute our synergies successfully and properly integrate the teams and the technology into Nasdaq without disrupting any clients. So that - our guidance does include all of that in - so our expense guidance is inclusive of that, which, of course, is an add-on to what your - the organic guidance would have been going into the end of 2018.

Kenneth Hill

Analyst · Rosenblatt. Your line is open.

Thanks very much for the question.

Adena Friedman

Analyst · Rosenblatt. Your line is open.

Thank you.

Operator

Operator

And our next question comes from the line of Ken Worthington with J.P. Morgan. Your line is open.

Kenneth Worthington

Analyst · J.P. Morgan. Your line is open.

Hi, good morning, and thanks for taking my question. It seems like - on the Oslo deal, it seems like Euronext secured commitments for about 50.5% of the vote. Obviously, your bid presumes that you can win over some of those who already seem committed. So to what extent is it possible to win over the 50.5%? Are those votes - or to what extent are those votes irrevocable? Or is there something else at play here? And then any comments on initial cost savings that you might be able to extract from an Oslo merger? Thank you.

Adena Friedman

Analyst · J.P. Morgan. Your line is open.

Sure. I'm going to hand over the first question to Michael.

Michael Ptasznik

Analyst · J.P. Morgan. Your line is open.

Sure. So we do believe we have a superior offer to the offer that the shareholders currently have in front of them. Those are hard irrevocables that they currently hold, but those irrevocables expire at the end of August. And so that we believe that the combination of having the Oslo Børs' board supporting our transaction, unanimously supporting the transaction that we have offered a superior offer from a price standpoint on top of that and the package that we can put together, which we think is beneficial for the Nordic financial community and for the Norwegian traders, investors and the entire community, we think is a superior offer in totality. And that at the end of the day that will be taken into account by the parties that need to - make the determination with respect to which bid that they will accept. And so it maybe a position where we have to wait till the end of August for it to occur, but we do believe that we have put together a program here with the support of the key shareholders representing 35.11% behind us as well that we'll be able to execute on the transaction.

Adena Friedman

Analyst · J.P. Morgan. Your line is open.

And with regard to the way that we are looking at Oslo from a synergy perspective, Ken. We have extensive experience and how we work on integrating these types of exchange businesses, as we've done with Denmark and Finland in terms of also looking at it as part of a Nordic - our Nordic family essentially, where you leave a really strong center within the local community. We also have real centers of excellence around the post-trade and CSD business as well as the commodities business in Norway. But at the same time, have the benefit of combining the technology and delivering a lot of efficiencies and synergies to our clients off of the back of that in addition to operating synergies as well as just making sure that we are creating kind of Nordic and kind of community orientation towards some of those key exchange and business functions within the business. So we have a lot of experience doing this, and we have a successful path that we know that we can execute on to deliver efficiencies and to deliver returns to our shareholders, while they also maintain a really strong operation and operational core within Norway.

Kenneth Worthington

Analyst · J.P. Morgan. Your line is open.

Great. Thank you.

Adena Friedman

Analyst · J.P. Morgan. Your line is open.

Thank you.

Operator

Operator

And our next question comes from the line of Chris Allen with Compass Point. Your line is open.

Christopher Allen

Analyst · Compass Point. Your line is open.

Good morning, everyone. Just, I guess, want to stay at the topic of Oslo Børs, got a number of inbounds just in what this means from a strategic perspective. And I guess the question is, this kind of a unique opportunity in the Market Services business, where you look at other opportunities to add scale? And what does this tell us about deal opportunities in the non-transactional spaces at the current time?

Adena Friedman

Analyst · Compass Point. Your line is open.

Sure. You are right about that. So I think, one of the things I noticed is back in 2016, we did make it clear back in 2016 that Oslo Børs was a market that we saw as being very attractive to our Nordic business and to Nasdaq in general. So I think that it something that we've had on our radar for a very long time. And this really is a great opportunity for us to size up in the business. And frankly, it's a complete family within the Nordic markets. And so I think that it's seen very positively by our clients, because they - almost all of our trading clients in the Nordics operate across all four markets, and yet, the Nordic - the Norwegian market has been on a totally different technology stack than the rest of the Nordic markets. And so by having this is an opportunity for us to integrate the technology and create a more unified technology stack, it gives our clients a great benefit. And so we're getting a lot of support from our customers on this and we are a very client-oriented business, so - and we're excited to be able to deliver that benefit to our customers. It is definitely a good opportunity for us to size up in our markets. But recognize that when we look at our overall capital allocation that we've undertaken over the last couple of years. The investments we've made across both organic investments and inorganic investments that we've made across our non-transaction businesses whether that's the eVestment acquisition, Cinnober, Quandl, but also our organic investments that I mentioned on the call, are really - that's a real shift for us in terms of capital allocation and a shift towards making sure that we can deliver on sustainable growth in those businesses. But of course, we operate great markets and we have to make sure that we are always there to sustain our preeminence in those markets. And this is a great opportunity for us to do that.

Christopher Allen

Analyst · Compass Point. Your line is open.

Any comment on the non-transactional opportunities? Or...

Adena Friedman

Analyst · Compass Point. Your line is open.

Yeah. I mean, I think that we're always at opportunities. I would - as you can tell, we've been in the mode of looking at some bolt-ons and executing on bolt-on deals. I think that, that's just an activity that we undertake on a regular basis. I can't say that there is anything in particular that I would want to point out, but I think that we will always be looking at our organic approach to growing our business, first and foremost. And then if we can supplement that and complement that with some really interesting and exciting acquisitions that can help kind of catalyst growth or expand our presence in the technology area and in the data area we will continue to do that. So as we have done over the last two years.

Christopher Allen

Analyst · Compass Point. Your line is open.

Thanks.

Adena Friedman

Analyst · Compass Point. Your line is open.

Thank you.

Operator

Operator

Thank you. And our next question comes from the line of Alex Kramm with UBS. Your line is open.

Alex Kramm

Analyst · UBS. Your line is open.

Hey, good morning.

Adena Friedman

Analyst · UBS. Your line is open.

Hi, Alex.

Alex Kramm

Analyst · UBS. Your line is open.

Just coming back to Cinnober for a minute. I guess, for Michael, I was hoping that maybe now that it's closing, you can give us a little bit more concrete impact on the financials. I know you mentioned it in - a little bit in your cost guidance. But can you give a specific number how it's impact the cost side between - you're shutting businesses down, as you mentioned, the synergies may take a little bit to materialize. So how should we be thinking about the impact to our models? And any comments on the revenue side that we should be looking out for in terms of seasonality? I know, there are some public filings, but just maybe now that you see the business more clearly.

Michael Ptasznik

Analyst · UBS. Your line is open.

Yeah. So - as Adena said, the - both Cinnober and Quandl are included in the guidance that we've provided. So in there, we would be roughly in the range of $40 million to $50 million, would be the cost for Cinnober and Quandl on a full year basis that's included in those numbers. And so obviously we'll be looking to achieve synergies through the year period. So that's what's included in those numbers. And again, that's on top of the 2% organic growth, plus or minus range that we typically believe in a regular year. So if you combine those two pieces together, that's how we get the forecast for the next year. With respect to seasonality, again, you do have the historical numbers that Cinnober has published. And so as we work through, we have to take a look at what those contracts will be. And I would say that it wouldn't be substantially different that you would typically see from the rest of the Market Tech business. But as we start to work through those contracts and see some of the new opportunities there, then that may fluctuate somewhat.

Adena Friedman

Analyst · UBS. Your line is open.

Yeah, we're about 12 days in, so we are working through a lot of details right now collaboratively with the team at Cinnober to understand the contracts, the revenue opportunities, the way that we want to make sure that we're looking at our staffing needs across both organizations as well as doing the reviews that we mentioned - that Ken had brought up with regard to some of the ancillary businesses that they own.

Michael Ptasznik

Analyst · UBS. Your line is open.

We also take a look at the revenue recognition, make sure that it aligns with ours. And so that type of work is happening right now as we go through the year-end.

Alex Kramm

Analyst · UBS. Your line is open.

Excellent. I'll jump back in the queue. Thanks.

Adena Friedman

Analyst · UBS. Your line is open.

Thanks, Alex.

Operator

Operator

Thank you. And our next question comes from the line of Alex Blostein with Goldman Sachs. Your line is open.

Alex Blostein

Analyst · Goldman Sachs. Your line is open.

Hey, guys. Good morning.

Adena Friedman

Analyst · Goldman Sachs. Your line is open.

Hi, Alex.

Alex Blostein

Analyst · Goldman Sachs. Your line is open.

Just a follow-up question around just the appetite for acquisitions. I mean, clearly, feels like over the last few months, you guys have been more acquisitive. I guess, the question is why now? And as we think about the appetite for buybacks over the next kind of 12 to 18 months as you've integrate these deals, and obviously potentially another deal, how should we think about that?

Adena Friedman

Analyst · Goldman Sachs. Your line is open.

Sure. Well, I think that what we mentioned is, taking that latter point first, we'll continue to focus our buyback activity on managing our share count and that's really our stated purpose of the buybacks. We've been - we did have one increase in our buyback activity this year on the back of the sale of the PR and DMS businesses to make sure that we delivered the right return or the right outcome for our shareholders on that deal. But generally, we're managing our buybacks to manage share count and that will be what we continue to do. With regards to acquisitions kind of why now, what part of it is, because they're available, these are - I can tell you that all of the acquisitions Cinnober as well as Oslo have been companies that we've known very well for a long time that we had important relationships with for a long time. And that we've been having conversations with for a long time. So the fact that they've culminated this year and this moment is just - I think, just coincidence. But we have to be ready to act when we know that we have a real opportunity to grow and expand our franchise the right way. And these acquisitions just happened to be timed right now. I think the Quandl deal is a much smaller deal. It's a business that we're really excited to be able to grow and expand. It's very consistent with our strategy in the GIS business. And it's really a small bolt-on to our already organic approach to driving towards more alternative data. And so I think that it just happens to be that, that's the way it works. Sometimes, they do tend to bunch up. But we are very excited about being able to execute to across our - the deals. They're all in different parts of our business. I'd like to point out that each one of them is focused on a different part of our business. So our ability to execute - we have every confidence in our ability to execute well across all of them.

Michael Ptasznik

Analyst · Goldman Sachs. Your line is open.

And if I could just add one thing to what Adena said with respect to the buybacks. So we will continue to do that that is taken into account with respect to the comments that, if we go ahead with the - when we go ahead with the Oslo transaction that the pay down where we get back to the mid-2s, would be towards the end of 2020. However, just with respect to the buybacks, the timing may fluctuate. We've typically front-loaded it, and so right now, we're just analyzing this with respect to the timing of the transaction, when it may come out. And so the buybacks will continue. The timing may fluctuate depending on the transaction and the timing of that.

Alex Blostein

Analyst · Goldman Sachs. Your line is open.

Great. Thanks very much.

Adena Friedman

Analyst · Goldman Sachs. Your line is open.

Thank you.

Operator

Operator

And our next question comes from the line of Brian Bedell with Deutsche Bank. Your line is open.

Brian Bedell

Analyst · Deutsche Bank. Your line is open.

Great. Thanks. Good morning.

Adena Friedman

Analyst · Deutsche Bank. Your line is open.

Good morning.

Brian Bedell

Analyst · Deutsche Bank. Your line is open.

Good morning. Adena, maybe if you - you mentioned the 12 new Market Technology infrastructure clients in 2018 and 20 new buy-side clients for surveillance. Could you talk about the tempo of the revenue attribution for 2019 from those clients in terms of, I guess, timing of when they're getting integrated into the businesses? And then also, if you can just - in fact, just one on the Oslo, if you can quantify the ultimate expense save that you expect to achieve from the technology integration on that?

Adena Friedman

Analyst · Deutsche Bank. Your line is open.

So with regard to the Market Tech question, it's going to be - it's going to differ by client, so one of the largest clients, these new clients we signed last year with the National Stock Exchange of India, which is a very large implementation across post-trade clearing and settlement. So that would be something where we've launched that project. We're well underway with that project but it's a project that will take a fair amount of time to get to full production. The way that revenue recognition works now is we are able to start to recognize revenue associated with the delivery of our projects. But then you get to a more steady state in terms of the revenue recognition as you go into production. So a client like that, you'd probably see more of a steady state revenue recognition as you get into 2020, whereas some of the smaller clients that we signed some of the crypto markets and some of the smaller regional markets that we signed, we should be able to get to full production in 2019 and therefore you will get earlier revenue recognition or earlier steady state. But do want to say again the revenue recognition rules have changed and we can now start recognizing revenues as we're doing the projects. The one thing I would say is that the cost, the expenses tend to go - be much higher during the project phase of delivering. And then once we go into full production, then the expenses become more steady state expenses until we get higher profitability off those contracts once they get into full production. So those 12, it's just going to range, I would say, Brian, anywhere into 2019 and 2020 are when you're going to see kind of the full benefit of those 12 new clients. But I can't give you specific dates. With regard to the Oslo deal question, we're not giving out specific expense synergy numbers. But we can say that we confident in our ability to be able to deliver our 10% ROIC within the 3 to 5 year timeframe. And we believe it will be accretive within 12 months. And that's on the back of some good work we've done with the Oslo team to make sure that we understand how to bring the two organizations together the right way.

Brian Bedell

Analyst · Deutsche Bank. Your line is open.

Okay. And then just on the expenses associated with the onboarding of the project like you mentioned, should we expect that - I'm sure it's in expense guidance for 2019, but should we expect that to sort of diminish a little bit relative to that revenue onboarding from those clients as we get to 2020?

Adena Friedman

Analyst · Deutsche Bank. Your line is open.

Yeah, that will be the right way to look at it. Of course, they will probably sign new clients hopefully. And we'll always have new clients for signing up. You're 100% right. As we continue to grow out base of clients over time and we're getting to a point of being in production across a higher base of clients, then you get a nice margin lift on the back of that growing client base. But we're always going to be signing new clients and producing and delivering for new clients. So they will also factor into our expenses every year as well. But you're right, it's all baked into our expense guidance, yeah.

Brian Bedell

Analyst · Deutsche Bank. Your line is open.

Yeah, okay, great. Thank you very much.

Adena Friedman

Analyst · Deutsche Bank. Your line is open.

Thank you.

Operator

Operator

And our next question comes from the line of Kyle Voigt with KBW. Your line is open.

Kyle Voigt

Analyst · KBW. Your line is open.

Hi, good morning. Maybe just a question on the members exchange. As you said in your prepared remarks, we've seen this story before, with your trading participants creating a new exchange. I think some people have been calling this BATS 2.0. But certainly a lot has changed since BATS launch. Could you just comment on what's different this time around or why you feel very confident that you'll be able to defend your transaction fee in SIP revenue pool, just because some of the attempts previously have been successful?

Adena Friedman

Analyst · KBW. Your line is open.

Well, I think the - first of all, as we all know, the U.S. equities markets, it's a very competitive and very dynamic environment. And we've operated within a very competitive and dynamic environment for a long time. When you look at what - the timing of when BATS came into place, it was on the back of other acquisitions, both Nasdaq and New York Stock Exchange have done acquisitions. It was also at the very beginning of the whole electronic market phenomenon on the back of Reg NMS. And so there was a lot of - there was just a lot of changes going on, a lot of changes in behavior going on. I would say that the pricing still was kind of fluctuating a lot across the different markets. Today though, I would say that we have spent the last 10 years since then really honing our markets extraordinarily well, developing very deep relationships with our customers. This will always be coopetition environment. This always will - always has been and always will be. But the best thing we can do is make sure we have really strong and positive relationship with our clients, make sure that they understand how best to use our services and our systems, make sure they understand how low cost we really area. And again, I do encourage you to read sales report on that. I think it does a great job of laying out how we look at our total cost of trading and make sure that we have the best possible trading environment to deliver to our clients. And I think the last decade, we've really done a spectacular job of that. So if we face new competitors like we have several in the last few years, we're ready to take them on. And I also would say that 35% of the trading occurs off exchange today anyway, primarily by those customers that are forming that exchange. So to the extent they bring some of that flow that's currently internalized into an exchange environment, we then get to compete for that. So I think that we recognize that there are - there is always going to be a dynamic environment here, but we're ready to take on any challenge that comes our way.

Kyle Voigt

Analyst · KBW. Your line is open.

Thank you.

Adena Friedman

Analyst · KBW. Your line is open.

Thank you.

Operator

Operator

Thank you. And our next question comes from the line of Jeremy Campbell with Barclays. Your line is open.

Jeremy Campbell

Analyst · Barclays. Your line is open.

Hey, thanks. Just want to piggyback off of Brian's question on Market Tech side, can you just remind us, is there seasonality in fourth quarter, because your new orders kind of tick back up versus kind of the run-rate from the first part of the year? And then, I know these are kind of longer sales cycles and then can be a little chunkier. But, I guess, which element are you seeing a little bit more of the momentum in, as we get to the back-half of this year and looking ahead to 2019? Is it the infrastructure side or is it the surveillance side and just comment on that at all?

Adena Friedman

Analyst · Barclays. Your line is open.

Sure. Yeah, I would say that on the market infrastructure side there is always - there is definitely seasonality at the fourth quarter in terms of people signing deals. So at the end of the year, a lot of budgets get approved. We've been working with them throughout the year to try to get to the point of getting them really comfortable with what they are preparing to do. They like to tend to start - launch into a new project at the beginning of the year. So a lot of deals get signed in the fourth quarter. And also change revenue, a lot of activity occurs in the fourth quarters to deliver on enhancements before the end of the year, before they have [code] [ph] freezes, et cetera. And so, we tend to have higher what we call CR revenue in the fourth quarter as well. So it tends to be our seasonally high quarter. In terms of looking at demand for services, I would say that demand for surveillance tends to be steadier throughout the year, whereas demand in kind of signing up of market infrastructure tends to be chunkier as you mentioned. These are longer sales cycles and sometimes - frankly, sometime you can - we get pleasantly surprised and get to sign a deal on the quarter. But a lot of times these take anywhere from 6 to 12 months to come to fruition.

Jeremy Campbell

Analyst · Barclays. Your line is open.

Great. Thank you.

Operator

Operator

Thank you. And our next question comes from the line of Ben Herbert with Citi. Your line is open.

Ben Herbert

Analyst · Citi. Your line is open.

Hi, good morning.

Adena Friedman

Analyst · Citi. Your line is open.

Good morning.

Ben Herbert

Analyst · Citi. Your line is open.

Could you just speak to late cycle dynamics potential slower global growth against durability on the non-transaction side? Are you seeing any impacts to pipeline or sales lead-time? Thank you.

Adena Friedman

Analyst · Citi. Your line is open.

Sure. So I would say that our business has been going forward as we would expect and has continued to be strong in terms of demand for our services. And the interactions we've had with prospective clients has continued unabated as they continue to see core demand and core reasons to want our services. I have to say I think that our business in general is resilient business, when it comes to economic cycles. What we do - we're number one and number two in our space in a lot of what we do. Our services are quite core to general - the general economies that we operate in as well with regard to those clients who are developing their economies in other countries. And our relationships and our contracts particularly in tech are very long-term contracts. And our Data and Analytics business, they tend to be subscription based, and they tend to be products that they really want to have regardless of the cycle, because they help them strategically operate their business across cycles. So we feel very good about the resilience of our business across cycles and we don't - we're not experiencing anything that could be what I would consider a, quote unquote, late cycle type of phenomenon.

Ben Herbert

Analyst · Citi. Your line is open.

Great. Thank you.

Operator

Operator

Thank you. And our last question comes from the line of Chris Harris with Wells Fargo. Your line is open.

Christopher Harris

Analyst

Yeah, thanks. 5% revenue growth profile at Oslo Børs, you highlighted that. We know there is expense benefits associated with this deal, but wondering if you guys think you might be able to accelerate the revenue growth at Oslo once it becomes part of Nasdaq. And if you think you might be able to do that, maybe you can give us some potential examples.

Adena Friedman

Analyst

So, I think that there certainly are opportunities that we discussed with the Oslo management on how we could catalyze the business. I think one good example actually is by bringing them into a common technology of platforms, there are participants in the Nordic markets today that don't participate in Oslo and when you look at the turnover of trading in Oslo as compared to the turnover of trading in the rest of the Nordic markets it is lower. And so, we definitely see an opportunity for us to bring more participation into the market through that common technology platform. I also think that it also means that there could be increased demand for data, and then, as we kind of grow the interest in the market. And then the last thing on the index side, they do have a small index business, and in fact, that's an area we've been collaborating with them for a while. We obviously have a very scaled index business. We know how to deliver and develop indexes that are meaningful to the Nordic marketplace. And so, we look forward to finding new ways to leverage some of their expertise in energy and seafood and other asset classes to deliver some new index products to the market.

Christopher Harris

Analyst

Great. Thank you.

Adena Friedman

Analyst

Sure.

Operator

Operator

Thank you. I'm showing no further questions at this time. I'd now like to turn the call back to Adena Friedman for closing remarks.

Adena Friedman

Analyst

Great. Thank you very much. Well, in closing, we are really pleased with fourth quarter performance and the full year performance of Nasdaq in 2018. And we are extremely energized. We had a sales kick-off meeting earlier this month across our franchise and it was just the enthusiasm and excitement that we have within Nasdaq right now to be able to deliver for our customers and deliver for our shareholders, as we go into 2019 it's just extremely high. And I do believe that it has been guided by our strategic direction to re-imagine markets to realize the potential of tomorrow, our own mission, our own stated mission. So we're very excited about our opportunities in 2019, so thank you very much for your time today.

Operator

Operator

Ladies and gentlemen, thank you for participating in today's conference. This does conclude the program. You may all disconnect. Everyone, have a great day.