Nasdaq, Inc. (NDAQ) Earnings Call Transcript & Summary
June 2, 2021
Earnings Call Speaker Segments
Chinedu Bolu
analystGood afternoon. Our next session here is with Nasdaq. I am pleased to welcome Adena Friedman, President and CEO of Nasdaq, back to the SDC. Adena has been CEO of Nasdaq for about 4 years now, over which time she has overseen a pretty significant transformation of the business towards a much more SaaS-driven technology company. Shareholders clearly approved this with the stock being up over 2.5x over the course of her leadership. Before her CEO role, she held various senior positions at Nasdaq as well as the Alternative Asset Manager at the Carlyle Group. So welcome back, Adena, and thank you so much for participating in our conference.
Adena Friedman
executiveIt's great to be here, Christian. Thank you.
Chinedu Bolu
analystGreat. So let me kick it off with kind of [ our intro ] and the changes that have occurred with the company over the last few years and to make it more of a SaaS-driven tech company. It feels like that strategy actually accelerated last year with the purchase of Verafin. So just to kick off, as you think about the next few years, how does the Nasdaq growth strategy evolve? And sort of which businesses are you most excited about going forward?
Adena Friedman
executiveYes. So as you said, we really have been focused over the last 4 years, really. When I became CEO, we did a strategic review. And we understood what are we really good at, where are our clients needing our services, where do they expect us to be a great provider to them, what are the trends that are driving the industry and how are they going to change? And then what are the technology trends that are coming into the industry and how will they change the industry? And on the back of that, we made some key strategic decisions. We leaned in on our market technology capabilities, our anti-fin crime technology abilities. And we really wanted to develop out an ecosystem to support the buy-side in a more material way. And then we also -- but at the same time, we made some decisions on companies or parts of our business that were not as effective and really were not as strategic to our capabilities. And so we actually exited 3 businesses in the last few years. And we've announced the exit from our treasury trading business this year, so that we can like hone in on what we're really good at. And what we're good at is providing technology and analytics to power the buy-side, the sell-side and other exchange groups. And then we have a whole suite of services to support our corporate clients as well. And on the back of that, if we look forward now, we have a very scaled anti-fin crime technology suite as well as we're the #1 provider of market technology solutions to other exchanges and marketplaces around the world. We continue to see really great growth drivers across both of those areas that will power our business for many years to come. And we also now have a very unique ecosystem supporting asset owners and asset managers in traditional asset management as well as alternatives to support their workflows, precommitment decisions through portfolio management and liquidity solutions in the private side. So we feel that we have a long runway of growth opportunities there. And then supporting our corporates, we, of course, have our listing franchise that has had a wonderful renaissance period over the last 3 years. We've had, I think, a 17% increase in our listings over the last 3 years. We also, though, have a suite of services around investor relations and governance and that we've been evolving to also support ESG needs for our corporate clients. And we see a really great runway of growth across that ESG service -- that suite of services and technologies that we can offer there as well.
Chinedu Bolu
analystGreat. So I think that transformation has led to pretty strong top line growth, roughly 8% organic over the last couple of years, which puts you not exactly the high end of the exchange group but the high end of even sort of some of the high-growth data providers. But as you look over the -- again, look over the next 2 to 5 years, how do you frame or quantify or how should we think about what -- maybe what the bull case for growth is at Nasdaq?
Adena Friedman
executiveWell, I think, first of all, one of the areas that we've invested in over the last 4 years is our next-generation trade life cycle technology. And that will give us an opportunity both to manage our own markets in a new way, to potentially leverage the cloud to kind of manage our markets in a cloud environment, which will create more efficiencies but also new opportunities to kind of expand out our trading ecosystem both in our own markets. But then also, we're providing that new technology to our market tech clients. And so as they're renewing their contracts and continuing to evolve their own markets, we have the chance now to offer them a much more full managed solution that is cloud-enabled for their needs as they move forward. So we see that as being a big investment we've made with a big payoff opportunity for us over the coming years and continuing to evolve our relationships with our market tech clients. We definitely think that anti-financial crime is an area of very high growth. It's about 17% growth. It's about a -- what we do -- the part of the ecosystem that we serve is about an $8 billion TAM across both surveillance and fraud and AML detection and investigations. So we have a chance to continue to grow our presence in North America and then take the fraud and AML solution global across the banking platforms across the world. So that, to us, is just a really long runway of high growth. And then again, in our investment ecosystem serving the buy-side, we have this chance to really broaden out that network effect of the asset owners and asset managers and the data sharing across that ecosystem. So I think that in general, the bull case is that the private equity world continues to grow and gather assets. Their need for sophisticated solutions grows. The anti-fin crime space continues to become more sophisticated, and we're very well positioned with a SaaS-based, cloud-based solution set that serves those needs over the next 10 years. And then we also have a great growing group of corporate clients, where they have ever more sophisticated needs to manage their ESG programs. And we are there as their #1 kind of provider, hopefully, to help solve those challenges for them. And then on the back of that, we have this great foundational marketplace business in the U.S. and Europe. And there, I think that we've done a nice job of managing through a very turbulent period in the markets but also managing the growth of retail. And if the bull case would be that retail is here stay, the bull case is that we continue to see that accrue to the benefit of our trading volumes, our market data, our connectivity services. And then as we create a cloud ecosystem to support them, it actually just opens up more opportunity for us. So that's the bull case.
Chinedu Bolu
analystOkay. I'd love to dig into retail, particularly given some of the muni stocks going crazy today. But before we get to retail investment, can we just maybe dive a little bit more into the financial crime business and Verafin? So a couple of questions. You've had the business for a couple -- for a few months now. Curious how integration is going. Are the sales functions yet integrated? And more importantly, have you seen any sort of traction in your ability to attract sort of that bigger client base and cross-sell up into your larger financial institution space?
Adena Friedman
executiveYes. So we completed the acquisition in mid-February. So we're a couple of months in now, and it's been terrific. I think that first of all, Verafin is just a top-notch business. I mean, the leadership and the entire team is really amazing. The culture there is extremely integrated and tight. They've built out a cloud-native SaaS business. They do weekly releases. So they have an incredibly tight kind of release process and a really, really disciplined business, in general. So really great foundation. Where we have seen -- where we've been focusing on integration is, number one, on the sales opportunities. And not so much having an integrated sales team yet, that will come over a longer period of time, but more making sure that we are looking at those joint opportunities together. We're opening doors for them to larger banks. There also, we're helping them really develop what's their go-to-market plan for these larger banks, so that they know that they can kind of land and expand over time. What are they great at within their platform that will serve the banks quickly so we can kind of get some early wins for there. So that's one area of focus. The next area is then also on technology. So they have, as I said, a weekly release cycle. In our surveillance business, we do more like every month or 6 weeks, so it's a longer release cycle. So how can we shorten our release cycle and be more agile? So we're going to learn from them on that. But then on the flip side, we have great ability to manage real-time data in the cloud. And that's an area that they want to continue to evolve their platform towards. So we have an ability to share our expertise. And then the third area is just broader strategic. So how do we prioritize the next big opportunities? How do we look at our go-to-market in Europe, in Asia? Because those are big strategic decisions we're making to make sure that we create a really long runway for growth. And so that's been the third thing we've really been focused on so far.
Chinedu Bolu
analystHow should we think about Verafin's competitive differentiation? I think a big problem with AML software or AML, in general, is the prevalence of a lot of false positives and -- which makes it incredibly inefficient. So how does Verafin compare to either competitors in that measure or big banks' in-house solutions? Just trying to get a sense of how much better Verafin is in the way that we can actually sort of quantify.
Adena Friedman
executiveYes. I think you look at both fraud detection and AML detection. And so on the fraud side, I think they have a very good proven ability to -- they invite the idea of doing a PoC with a client to say, "Okay, you have this incumbent. Well, give us your raw data, we'll show you how we would analyze that data." So you have a tool that basically stimulates again what we have found in your data and just show that they can greatly reduce false positives and be more accurate, right? So it's both false positives and maybe finding players that the other provider didn't find. They have a -- do a really nice job managing those PoCs so that, that kind of builds credibility and they can go in and then get the -- basically [ up seat ] the incumbent. And then the same thing on AML, it's harder. It's more -- AML solutions are more complex. But the area where they have both a big advantage in the U.S. is the network effect of the fact that the United States government does allow for limited data sharing solely to -- for rooting out financial crime. And so they have 2,000 banks now in their network. So when they have a client onboarded, they're not just looking at the relationship between the bank and its clients. But they're looking at the relationship with the bank and its clients and its client's relationship to other banks so they can help them really hone in on the real challenging or troubling activity faster from that network effect. And that's a big, big draw. And it makes it -- them much more accurate. So I think that's where they win. In terms of who the competitors are, they tend to compete with either in-house build or with more on-prem operators like Actimize or some of the large ERP providers that have some on-prem solutions. So where they differentiate themselves technologically is it's a much lighter implementation. It's easier to get up and running, and they get this weekly release cycle. So they're always staying up with the latest things they have to protect against.
Chinedu Bolu
analystYes. So that network effect around the data and 2,000 banks seems very interesting and like a decent moat to the business. I would be -- I think a big, it would seem to me at least, a really good selling point for the bigger banks. So just curious sort of what's been the pushback in terms of penetrating big bank market. And it's early days yet, but are you actually seeing real evidence that you are able to fight that pushback and sort of penetrate there a little bit better?
Adena Friedman
executiveYes. I mean, they really haven't gone after the big banks. So there hasn't really been pushback. They just -- they've been very much a ground-up approach to market penetration. They're extremely disciplined. So they say, "Okay, we're going to start with the smallest banks. We're going to penetrate that space, and then we're going to advance our solution enough to manage the midsized banks. And we're going to penetrate that space, and then we're going to advance ourselves enough to manage the -- penetrate the larger banks, et cetera." And they've kind of gone up 2 rungs. And now they're just starting the penetration of, say, top-end Tier 2 or Tier 2 and Tier 1. And that's where we frankly, have the biggest, the most penetration of our solutions from a market -- a trade surveillance perspective. So we come at it from a capital markets perspective, where we have almost 200 banks and brokers who use our trade surveillance solutions. And AML and trade surveillance are convening. They're kind of converging a bit. If you are banking with a bank and you want to look at how to launder money, you might leverage the capital markets side and trade within that bank. And so we think that there's a way to kind of look holistically at those relationships and continue to find that behavior. But that's a great long-term vision. In the meantime, we think that they have certain solutions that are ready-made, ready to go, particularly around fraud detection, some AML detection. And then they have to broaden it out around investigations and case management. And that's areas where we'll continue to develop the platform to make it as robust as the largest banks need it to be.
Chinedu Bolu
analystPerfect. Sounds like there's already a lot of wood to chop from a growth perspective. But I'd be curious if post-COVID, the addressable opportunities have increased. If I think about work for home and the complexities around fraud, et cetera, because we work from home, I think about growth of crypto markets or the marijuana industry, just help to understand if there have been -- there are increased opportunities post-COVID.
Adena Friedman
executiveI would say that there's increased opportunities just based on the continued development of the world. So COVID has not really had any particular negative effect on the business. If anything, though, they -- I would say they use conferences and other things to kind of create the top of the funnel. So that's an opportunity for them in a world where we kind of reconvene to continue to build out the top of the funnel. But generally speaking, I would say that all of those trends are driving the need for more advanced solutions. The work from home, this is a very portable solution. Same with trade surveillance, by the way. We definitely saw some growth in demand from just the work-from-home transition on the trading side. But we also just see all of those trends that you mentioned as just a growing amount of opportunity -- risk to the banks and opportunities for Verafin.
Chinedu Bolu
analystLet's just talk about the wider Market Tech business as a whole or the core Market Tech business, if you like. I think that's more of an on-prem versus a SaaS solution, and it has been impacted by COVID, I believe. So can you just talk about some of the actions you have taken to help stabilize growth and improve margins? And then longer term, how do you think about that business itself? Or what would it take for that business to also transition towards more of a SaaS model?
Adena Friedman
executiveYes. So first of all, just to take a step back, our Market Tech business, we now are -- have started to disclose 2 subsegments within Market Tech. One is the anti-fin crime technologies that we were just talking about, and those are all SaaS-based solutions. There is one component of that in the market solution for surveillance. Historically, it has been on-prem. But in the beginning of 2020, we launched a SaaS version of our market surveillance solution, and that's actually been -- every new sale has been in that -- with that solution. And we had actually, I think, almost like certainly a large handful of clients sign up for that SaaS solution in 2020. So that's all kind of migrated towards a scalable model. On the traditional, we call it market infrastructure technology. That's where we have historically been on-prem. Most of -- the vast majority of our clients continue to be on-prem. And so it's kind of a license implementation and service and maintenance contracts way of managing our revenue and managing our clients. But as I mentioned, we've made a significant investment in our next-generation trade life cycle technology, and that's in microservice architecture technology. We built the platform, and now we're building the application components. We now are -- have gone to market with what we call the Nasdaq marketplace solution, which is the opportunity for us to run an entire market in the cloud with a fast spin-up, custom config work but not custom code. And that creates a much lighter implementation to completely Saas. We're trying to get all of our new clients to embrace that technology, and that's been the way that we've been selling new clients. Our existing clients, though, we have to migrate over many years. Because they have long-dated contracts, they have to get themselves ready for a big transition. And so we are working with them right now to kind of talk about how they can migrate on to our next-gen platform with their renewals. And so that will be more like a 5- to 7-, maybe even 10-year migration up to a completely cloud-based type of way of operating. And we may have certain clients that always have challenges going to the cloud. But this platform, they can operate it on-prem. But we can service it as a cloud, right? Like we can service it in a SaaS format even if they choose to deploy it on-prem, if that makes sense. So that's our -- that's the future of Market Tech.
Chinedu Bolu
analystGreat. Let's switch over to another of your fast-growing businesses, your Investment Intelligence business. Maybe sort of the index business, I think that, at least by our measure, is one of the fastest-growing index businesses out there. That said, you have had some recent client losses, I think, including, I think, a recent Vanguard loss. So can you just talk about maybe that particular piece of business, what drove them to let that go? But more broadly, how do you think about the long-term ability to retain sort of your clients?
Adena Friedman
executiveYes. So I think, first of all, we do have a spectacular index business. And we have had the opportunity over many years now frankly to grow and expand that business in terms of coming into partnerships with our index providers. And what we -- when -- we perform best when our index providers really leverage our full partnership approach. So we work with them on product creation. We do all the research for them, but we also leverage our brand and our marketing power to really help build out the investor ecosystem to support an index, and we really maximize the opportunity. So for instance, with Invesco, we've always had the QQQ with them. But now we have this whole innovation suite of products, and we launched the Nasdaq Next-Gen 100 Index with them last year and quickly gathered over $1 billion of assets. We're launching the biotech and semiconductor index products with them soon. And so we have a chance to really drive demand from investors for those indexes. But we also have some index partners that actually just see us more as a vendor. And so I think in the case of Vanguard, they kind of saw us just more as a standardized vendor. And that makes the decision different in terms of how they work with us but then how they might choose to leverage a different index for that strategy. And I think we obviously always look at those types of situations and say, "How can we get better?" I think operationally, we've gone through a very significant transformation of the business in the last several years. So we're IOSCO-compliant. We're really, really proud of the way that we can operate the index franchise today. But then we also have to make sure we manage those partnerships as effectively as possible. So you always learn from a loss, but we frankly have an enormous amount of momentum across all of our clients. And we're really proud of what we can do. And we see a lot of runway for growth there.
Chinedu Bolu
analystAnd then more broadly on the Investment Intelligence business, I think the growth targets you have there, about 5% to 8%, but you've been growing almost 2% to 3%, that pace over the last 18 months. So maybe can you talk about just broadly what sort of secular trends you see that have sort of helped grow that business? And as you look over the next couple of years, kind of what excites you in terms of growth opportunities there?
Adena Friedman
executiveYes. So when you look across Investment Intelligence, we've got the index business, and we see obviously a lot of runway for growth there with new product creation. We've launched a fair number of other new products like our Water Index last year as well as a crypto index product that we launched outside the U.S. this year with a partner called Hashdex. So we have a lot of areas and opportunities for us to grow. We're building out our ESG platform and kind of our suite of index products that are centered around ESG. So we have a lot of opportunity there. I think that with the market data business, that historically has been a more mature part of the business. And when you look at it, it used to be the majority of the revenue. Over the -- and last year, it's now become a minority of the revenue. And the reason is because it's a wonderful business, but it's growing, we say, kind of low to mid-single digits. We've had certain quarters that have outperformed that just based on finding new clients, particularly in the retail space around the world that really want to propagate real-time Nasdaq information around the world. So we're really, really excited about that. But it tends to be a more mature part of the business with some real pockets of growth. And then the analytics business is also one of those that has a really long-term, consistent growth opportunity. We now own eVestment, which is an ecosystem that basically matches up information from asset managers, allows asset owners to compare and contrast asset managers and strategies and making allocation decisions. Then we have Solovis, which then allows the asset owners to manage that portfolio of both private assets and traditional assets. And then we also have liquidity solutions that allow for the buy-side to manage -- whether it's private company shares or private funds on transfers, they can manage the liquidity with us. So it's a very nice, I would say, holistic part of the system for asset owners. And we definitely see a lot of growth trends. They historically have managed that with very little technology. Now we're creating an integrated way for them to manage that workflow. And we think that, that is a huge opportunity for us in that part of the ecosystem. And we're pretty excited about that, too. So that has a higher -- I think you've said high single-digit, low double-digit growth, and we've been able to outperform that in certain quarters in the recent years as well. So we're pretty excited about where that can take us also.
Chinedu Bolu
analystGreat. Let's switch over to transaction businesses, and you mentioned the retail investor. But the cash equities and options business have been very strong for you and the industry as a whole over the last year or so. It's always hard to really understand sustainability. And certainly, retail plays a part in it. But I'd be curious how do you think about the long-term growth of those businesses, if the retail engagement is sustainable. You had some experience in the '90s. What does this look like relative to the '90s sort of retail boom? I'd just be curious of your view there.
Adena Friedman
executiveSure. Well, I think, first of all, we don't provide longer-term outlook on the trading business because of the fact that it is harder to predict. But when we look at kind of what are the overall underpinnings of the business, it really comes down to 3 metrics, right: Share, capture and volume. And so it's actually pretty straightforward to try to figure out how you -- what assumptions do you make that drive a different outcome. Where we see -- where we've seen a lift in volumes, we've also, though, managed our share very well and our capture very well. So we've seen more retail coming into the market. Most of the retail on like equities does not actually hit the market directly. There's an indirect add-on benefit that exchanges get from the internalizers. They take in all the retail flow, but then they have to manage their own risk. And so they send certain flow to the exchanges. We also, though, have the opportunity to make sure that we manage our capture successfully. So what kind of participation do we want in our market? How do we lean in, in certain -- to try to attract certain flow? How do we do it? Obviously, we do it on a very regulated marketplace environment. But we have, I think, done a very nice job of managing our share, managing our capture in a growing volume environment. Where -- and I would say that's across both equities and options. Looking forward, is retail persistent? I think that there are elements of the retail that will be persistent. I think we've engaged a whole new generation of investors that want to control their money the way they want to control it, that have applications that are very easy to get onboarded. There's very little friction now without a transaction cost associated with trading. And so -- and they're highly engaged. And so I think that there's an opportunity for us to see persistence in that -- some level of engagement from investor -- retail investors. Where I'd like to see more opportunity for changes is for us to be able to compete for that order flow more effectively. And I think that, that will give us even more of an opportunity to show our benefits and be everything we can be. In terms of transparency, fairness, competition, I think that we do all of those things quite well. In the options world, all the volume goes on exchange. So we have definitely seen a really nice, persistent uplift in the options markets as well. And we're very excited about that, too.
Chinedu Bolu
analystTo your point, a lot of the retail volume is off exchange. And off-exchange volume is, I think, about half the market today. Do you think that's an issue in terms of market quality? And to your point, is there -- do you want to compete more for that volume? Is that a regulatory change? Or is that a Nasdaq finding clever ways to attract more of that volume, kind of order type? How do you think about the ability to attack that volume?
Adena Friedman
executiveYes. We have some ability for us to be as creative as possible and bring that flow in through functionality, that will first get SEC-approved, but a functionality that we have already in our shop and as well as kind of combining functionality that kind of draws in retail. But then also, I would say that there are elements of the market structure that we understand that the SEC is starting to review, just in terms of looking at transparency, fairness and competition. Do we operate in an environment that -- where there is a fair -- like is there a fair level playing field between exchanges and dark pools in terms of being able to attract order flow? Are the fee structures that exist around the ecosystem, do they motivate behavior in terms of driving order flow to the best venue at any given moment? And then also, I would say that evaluating the overall -- like one area, for instance, where we feel like we could have more fairness is exchanges can only accept orders in increments of pennies. But a lot of off-exchange volume, they accept orders in increments of sub-pennies. And so we literally can't even compete for sub-penny volume. We don't have the ability to from a regulatory perspective. So should we change the tick size regimes to make it so we can compete for that flow? That will be an example of a regulatory change that would just open up the ability to compete. But the one thing I would caution against is what we would rather see, what I would say, incremental iterative change than like big bank change. Because big bank change carries with it a lot of unintended consequences. Iterative incremental change allows us to try and see whether something has the effect that we wanted to have and then try the next thing and then try the next thing. And you can frankly get a better long-term outcome with that kind of change. So we're hoping that we can engage the regulators in a way that incrementally iterates to improve market structure.
Chinedu Bolu
analystOkay. Speaking of big bank change, the -- Nasdaq and other exchanges have battled the SEC, at least the old SEC from the last administration, around market data, its market data proposals. Just remind us exactly where we are in that process in terms of your battle against those proposals. And then with the new Chair, Gary Gensler, at the SEC, do you anticipate any changes in either the focus of the SEC or the color or context of some of these proposals?
Adena Friedman
executiveYes. I mean, I think they have to start with what works really well in the equities markets and what, therefore, really does need to have some attention to kind of create some improvement. And I would say many elements of the equities markets in the United States work extremely well. And I think we were able to prove that out during the period of the pandemic, where we had massive amounts of volume and enormous amount of volatility, and the markets handled that very well and allowed for the free flow of capital. Investors became extremely engaged. They had instant access to price formation and the ability to trade. So we feel very good about the core foundation of the markets. So therefore, when you're looking at change, you should say, "Okay, what problem are we really trying to solve for?" Well, is market data readily available to the world? Yes, it is. In a real-time fashion? Yes, it is. Is -- are retail investors are able to trade in a relatively friction environment? Yes, they are. Are institutions managing through a pretty complex environment? Yes, they are. So can we kind of find ways to simplify that? That's an opportunity. But when you look at the proposals that the SEC put forth before -- right in the last year of Chair Clayton's tenure, it's unclear as to what problems they're necessarily trying to solve. So we have a very well-constructed regulatory framework to manage consolidated data. It's founded on the law. There's a law that founds the principles of that, and we think that those laws need to persist. And then we also look at and say, data is readily available and very affordable. And so is that necessarily an area that you really need to spend enormous time and focus on? But instead, the SEC put forth some proposals that would introduced odd lots into the tape but would not have them be price-protected unless you aggregate them, which is very complex and would likely result in locked and crossed quotes. They also had it so that there are multiple consolidators of boutique, which means you no longer have a national best bid and offer to base your best execution decisions on. And so that would create a lot of confusion. So you have locked and crossed quotes and no longer a gold source for the best bid and offer. In our view, those are not market structure evolutions that are needed or will be beneficial. So we have challenged those changes in court, and we're going through that court process. And it's a long process. But we're hopeful that the new administration recognizes that there are other issues that'll actually matter more. So let's turn our attention to those things like we just talked about with retail and areas of the markets that do still need improvement. I think, Christian, you're on mute.
Chinedu Bolu
analystYes. You would think I'd have learned that by now. Let's switch over to crypto, which is obviously a hot topic this year. I mean, I think historically, you tried to have a fairly wide or a real approach around crypto, I think some in the futures, et cetera. But I think recently, you've really focused around the surveillance space. I guess the question here is, how do you think about the crypto opportunity going forward? What do you have today or would you like to have over time to better capitalize on the growth there?
Adena Friedman
executiveWell, actually, we had been focused on the crypto exchange landscape from a market tech perspective from the very beginning. And so -- both in terms of trading technology, post-trade technology and surveillance technology. And we now provide trading and surveillance technology to multiple crypto markets around the world. And that's an area of growing demand. I mean, we've actually, frankly, primarily managed that through inbounds as opposed to a true outbound pipeline formation kind of approach. So we have the ability, I think, to continue to really grow our influence on the technology stacks that these crypto markets are founded on as well as improving market structure. Even if they don't have a regulatory mandate to create -- to oversee the markets from a fairness perspective, we do find a lot of markets have a lot of integrity. They want to have high integrity markets. We know -- we can see across every geography, every asset class what are the ways in which the bad actors try to participate in these markets. How do you root that out? How do you generate the alerts that allow the markets to manage integrity? And so our surveillance technology has already been deployed in several crypto exchanges. And we think that, that could be a lot more demand, particularly if the regulation evolves there. But we also have the need for resilient markets, for markets to be successful in high-volume and peak volume environments. And we obviously have the ability to provide that as well. So that technology strategy has been there, and I think that we are optimistic that we can continue to grow with the demand there. We originally thought we might want to try early on to enter the futures space with NFX, but we sold NFX. So CME has done a really nice job at building out a futures franchise. Instead, we have chosen to really focus in on the index space. We have a partnership with Hashdex. We've launched a crypto index. We now have a crypto index ETF that's domiciled outside the U.S. gathering assets. We hope to be able to launch it in the U.S. And so that's another area where we can have a real influence over the crypto markets. And then lastly, over the broader digital asset ecosystem, fractionalized real estate or other digitized assets, our next-gen technology can trade, clear and settle anything. And it can trade it in a digital way. So we do feel like we have the ability to really lean in on those new markets as well with our technology.
Chinedu Bolu
analystGreat. And curious what you make of the DeFi trend. Do you see some of these decentralized exchanges as any sort of threat to centralized exchange businesses over time?
Adena Friedman
executiveWell, I think, first of all, you have to look at it and say, number one, we -- the core exchanges that we operate in are highly regulated, very embedded ecosystems with an enormous amount of technology that supports it across the entire market participant landscape, not just the exchanges but everything around the exchange. And so that, I think, will be a very -- we want to be on the forefront of making sure that technology is as modern as possible, bringing it into the cloud and allowing it to scale and change over time, bringing the potential of digital assets into the exchange environment over time. But I think that, that's going to be a very long, long road in terms of kind of fundamental change to the structure of the regulated markets. Where I think that you're seeing a good opportunity is in like the crypto markets, right? And whether it's crypto or digital asset marketplaces that are, I would call, launched as digital asset marketplaces. But what I think as somewhat ironic is that the blockchain and crypto was meant to be a decentralized, kind of trustless environment where buyers and sellers can actually find each other organically. But every single crypto has been launched on a centralized exchange, right? So you have over 200 exchanges supporting these crypto assets today, and there's a reason for that. It's one thing for you to have an end-to-end ability to an unmutable record of a transfer of ownership from a buyer to seller. It's another thing to find the buyer and the seller. So exchanges help accommodate finding those buyers and sellers in an instantaneous environment with market participants who help bridge the temporal gap between a buyer and a seller or the price gap between a buyer and a seller. And that, to me, is a very persistent model that, regardless of the technology that underpins it, will continue to persist. I think where you might see clearing and settlement and how do you modernize settlement, I think that's a real opportunity to continue to evolve the markets. But I personally think that the gathering of liquidity will always be done from a hub-and-spoke model.
Chinedu Bolu
analystGreat. Maybe switching over to the corporate platforms and growth in SPAC to -- actually, this is a question from the audience. Kind of what has been the impact of sort of SPACs and IPOs on your corporate platforms this year? And if you see sort of a slowdown in broader ECM activity or SPAC activity, how does that impact, I guess, both the Solutions business and potentially your trading business as well?
Adena Friedman
executiveYes. So across our listings business both in the U.S. and Europe, we've had about a 17% increase in our overall issuer base over the last 2 years. And that's been -- but if you really look back, we've had kind of a renaissance of issuers of the listings business from 2018. We had 189 IPOs in '18, about 189 again or so -- in the 180s in '19 and over 300 last year. We've had over 300 so far this year. So it has been a wonderful period of time of capital raising and capital formation and companies tapping public markets. And our pipeline for operating company IPOs continues to be extremely strong. I think the area where it's moderated a bit is in SPACs, but we've had well over 400 SPAC listings since of 2020. And they're now combining with companies. So in addition to the traditional IPO pipeline, we have a bunch of SPAC combinations coming in also. And that is a benefit to us. When a SPAC lists, they kind of tend to list on a capital market. It's very -- a quick listing if they try to keep the fees low. But when they combine with a company, they might combine up to the global select market, which is at our highest fee rate. So we get a revenue uplift from that combination. And then on top of that, we offer them an IPO package of IR and governance services and now ESG solutions that over time, we can upsell them on again and have them as a persistent client. So it gives us yet another revenue opportunity over time as they mature to public companies. So this has been a real renaissance period. The pipeline for operating company IPOs continues to be very strong. SPACs are still getting out. But I would say it's slower, both based on just market saturation but also the SEC putting up a few baits to slow down the process. But they're still coming out. So it's a very, very healthy environment for listings both here and in Europe right now.
Chinedu Bolu
analystGreat. You initially had Coinbase join NASDAQ, which, I think, was the largest ever direct listing. Just curious on your experience with the direct listing process there. And then longer term, what kind of role do you see direct listings play in sort of capital markets in the U.S. going forward?
Adena Friedman
executiveWell, first of all, it was the largest direct listing. We were really, really excited that Coinbase chose to join the Nasdaq family. So it was a really fun and exciting day for us. We leveraged our IPO auction technology, as we do for IPOs. So any IPO that comes public goes through an auction to establish their first price on the market. But that's, of course, on the back of an allocation the night before that's priced, right? So with a direct listing, you don't have that allocation the night before. The auction is the allocation, in a way. It's the way that you transfer from private to public owners. And that price formation event, therefore, is larger. But it was a very similar process, and it was very exciting to work with the financial advisers to make that a big success for Coinbase. I still, though, would say that I don't anticipate that direct listings will be like the primary means to go public. Even if there's capital raising behind it, I think that it caters to a particular type of company that has a little bit more mature company in terms of being able to manage the investor outreach leading up to the event, in terms of a brand recognition and ability to really explain the business, predictability of the business, et cetera, and in a very mature management team that's really ready to take on some of the role that an underwriter otherwise plays. But -- and so I don't necessarily think that it's going to be every company who chooses to go public that way. But I do think it's a wonderful alternative. Issuers today have 3 very, very valid ways to go public. They can IPO. They can go through a SPAC combination, and they can direct list. And to me, that's like -- that's innovation in a different way. We had this innovation that's come now to make it easier and more interesting for public companies to -- or companies to tap the public markets.
Chinedu Bolu
analystOn another topic, what do you make up of the debates we've seen a lot of companies around leaving money on the table in terms of the IPO prop and the underpricing, if you like, from their perspective? And that's, I think -- just sort of direct listing demand, I would imagine? Kind of what's your view on that? Is there any way to sort of help everyone in the process feel like they've gotten a fair shot or fair pricing?
Adena Friedman
executiveWell, I think that's why there's kind of -- there's art and science in going public. And so again, as an issuer now, you can choose. As an -- like so if you're a private owner of a company and you want to try and figure out how to create liquidity events that allows you to capture the value of that company, you have 3 ways to do it, right? So you can have a set price with a buyer as a SPAC. The SPAC can be a buyer of your company. You have a fixed price. You know what you're getting, and that is one way for the private owners to exit and know that they have a fixed price. And that's why SPAC combinations are attractive. That's a -- it's a nice way to create certainty in an otherwise relatively -- I mean, it's been a relatively volatile overall market backdrop. So you have that certainty of price on exit. The second way is through an IPO, where you have the ability to frankly maybe exit some of your position, stay in it, get a whole bunch of new investors and have the potential for that uplift in value that accrues to your benefit, too, if you're holding on to some of your shares. And then you also then have the direct listing, where you have a lot of flexibility of how to exit. You don't have the lockup that an IPO provides, but you also don't have as much of a control over that first price. Like it's a market mechanic-generated price, and it allows the buyers and the sellers to find the right price. And so I think it's actually just different flavors of an approach. And the selling shareholders can decide how they want to participate in the market to get the value that they're looking for. So -- but there's art and science behind these pricing of these things, there's no doubt.
Chinedu Bolu
analystGreat. Switching over to ESG and again, another question from the audience. Kind of what are your priorities in terms of attacking the ESG space?
Adena Friedman
executiveYes. So we've really started by focusing on the corporate clients. If you look at the ESG ecosystem, which is still evolving a lot, you have -- the first companies came in and tried to set ESG standards. The second type of company came in and tried to rate companies against those standards. But in every case, the company had no technology and no advisers to help them manage through that. And so what we've just chosen to do, we have about 6,000 corporate clients globally, and we have the ability to service their advisers to help them develop and manage their ESG programs, to help them create a standardized reporting tool, that they can put all of their ESG stats and metrics and explanations in one place. And we then map it out to all the metrics providers and all the rating agencies so that it can be propagated out to everyone who needs it in a standardized way. And then we also have the ability to help them evolve their ESG programs. And now with -- we made a majority investment in a company called Puro.earth yesterday, which allows companies to find carbon removal projects to help them manage their 0 -- net 0 carbon footprint. And so again, it's really a matter of providing mechanisms and tools for corporates to manage in an increasingly complex ESG environment. We think we are extremely well suited to that, and it really does play into our strengths because we already have an IR advisory business. We already have our governance advisory business. We're just supplementing it with more capabilities. We already know how to run SaaS tools for corporates. We're supplementing it with new capabilities. So we think that's the best first approach that we could take. Over time, we're definitely building out, as I mentioned, kind of an ESG capability within our index business. And over time, we'd like to be able to share more data across the investment landscape from those corporates. But that's an evolution over time.
Chinedu Bolu
analystGreat. Maybe switching over to sort of like capital management priorities, particularly M&A. I think you've done a fairly good job in terms of reshaping your portfolio of businesses using M&A. Given where you are today, whether it's leverage levels, the Verafin integration, et cetera, how do you think about further M&A from here to sort of bolster your strategic ambitions?
Adena Friedman
executiveWell, I'd probably, first, just go through and say kind of how do we look at capital allocation generally. And we have been pretty consistent in saying this, that the first thing we look at is our dividend, in terms of providing a dividend that we think is a good return for investors but also gives us the flexibility to continue to invest in growth. And -- but we do want to grow that dividend over time as our earnings grow. And I think we've been consistent -- consistently doing that. The second is in -- on share buybacks, where we want to manage our -- the share buybacks just to manage share count. We're not trying to necessarily be opportunistic with the share buybacks but doing -- using the buybacks to manage share count. And then the third is to make sure that on the back of the Verafin acquisition and before that the eVestment acquisition, that we pay down debt in a measured way to get us down below 3x and kind of continue to manage our capital base appropriately. That then gives us obviously more optionality going forward. But in the meantime, we have an elevated debt level. And so we are, of course, always going to look at M&A and -- as ways to catalyze our strategy. We've been focusing our strategy on that anti-fin crime space, on the buy-side, particularly the asset owner ecosystem as well as on ESG opportunities. But -- and we'll do other things in the core marketplace business, but we're very choosy there. I think that -- but at the same time, we have a higher opportunity cost right now because our leverage ratios are above -- kind of what I would say above what we would say is normal. And so we are -- we have to make sure that we're managing our portfolio and our return profile against that leverage ratio. We want to stay investment-grade. So we have some room, but we don't have infinite room. And so we will look at M&A in that context.
Chinedu Bolu
analystGreat. Fantastic. With that, I think we just hit our time limit here. So Adena, thank you very much as always for joining the conference and taking all our questions. We appreciate it. Thank you.
Adena Friedman
executiveGreat. Thank you, Christian. Thanks very much.
Chinedu Bolu
analystOkay. Bye.
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