Nasdaq (NDAQ) risk factors, FY2024 10-K

RISKS RELATED TO OUR BUSINESS AND INDUSTRY

1. 01Economic conditions and market factors, which are beyond our control, may adversely affect our business and financial condition
2. 02Additionally, during a global economic downturn, or periods of economic, political or regulatory uncertainty, our sales cycle may become longer or more unpredictable due to customer budget constraints or unplanned administrative delays to approve purchases
3. 03The industries we operate in are highly competitive
4. 04System limitations or failures could harm our business
5. 05infrastructure to accommodate any increases in a timely manner
6. 06We must continue to introduce new products, initiatives and enhancements to maintain our competitive position
7. 07A decline in trading and clearing volumes or values or market share will decrease our trading and clearing revenues
8. 08If our total market share in securities decreases relative to our competitors, our venues may be viewed as less attractive sources of liquidity. If our exchanges are perceived to be less liquid, then our business, financial condition and operating results could be adversely affected
9. 09Our role in the global marketplace positions us at greater risk for a cyberattack
10. 10Expanded cybersecurity regulations, and increased cybersecurity infrastructure and compliance costs, may adversely impact our results of operations
11. 11Our AI initiatives under development and the use of AI in certain of our existing products may be unsuccessful and may give rise to various risks, which could adversely affect our business, reputation, or operating results
12. 12Failure to attract and retain key personnel may adversely affect our ability to conduct our business
13. 13Our clearinghouse operations expose us to risks, including credit or liquidity risks that may include defaults by clearing members, or insufficiencies in margins or default funds
14. 14We are exposed to credit risk from third parties, including customers, counterparties and clearing agents. These parties may default on their obligations to us due to bankruptcy, lack of liquidity, operational failure or other reasons
15. 15Technology issues relating to our role as exclusive processor for Nasdaq-listed stocks could affect our business
16. 16Stagnation or decline in the listings market could have an adverse effect on our revenues

RISKS RELATED TO TRANSACTIONAL ACTIVITIES AND STRATEGIC RELATIONSHIPS

1. 17We may not be able to successfully integrate acquired businesses, which may result in an inability to realize the anticipated benefits of our acquisitions
2. 18We rely on third parties to perform certain functions, and our business could be adversely affected if these third parties fail to perform as expected or experience service interruptions affecting our operations
3. 19We may be required to recognize impairments of our goodwill, intangible assets or other long-lived assets in the future
4. 20There were no impairment charges recorded relating to goodwill and indefinite-lived intangible assets and there were no material impairment charges recorded relating to other long-lived assets in 2024, 2023 and 2022
5. 21Acquisitions, divestments, investments, joint ventures and other transactional activities may require significant resources and/or result in significant unanticipated losses, costs or liabilities

RISKS RELATED TO LIQUIDITY AND CAPITAL RESOURCES

1. 22A downgrade of our credit rating could increase the cost of our funding from the capital markets
2. 23Our indebtedness as of December 31, 2024 was $9.5 billion. We may borrow additional amounts by utilizing available liquidity under our existing credit facilities, issuing additional debt securities or issuing short-term, unsecured commercial paper notes through our commercial paper program
3. 24We will need to invest in our operations to maintain and grow our business and to integrate acquisitions, and we may need additional funds, which may not be readily available

RISKS RELATED TO LEGAL AND REGULATORY MATTERS

1. 25We operate several of our businesses in highly regulated industries and may be subject to censures, fines and enforcement proceedings if we fail to comply with regulatory obligations that can be ambiguous and can change unexpectedly
2. 26The regulatory framework under which we operate and new regulatory requirements or new interpretations of existing regulatory requirements could require substantial time and resources for compliance, which could make it difficult and costly for us to operate our business
3. 27Regulatory changes and changes in market structure and proprietary data could have a material adverse effect on our business
4. 28structure, technological oversight and fees for proprietary market data, connectivity and transactions. The SEC, FINRA and the national securities exchanges have introduced several initiatives to ensure the oversight, integrity and resilience of markets
5. 29We are subject to litigation risks, risks from compliance obligations and associated enforcement risks, and other liabilities
6. 30We have self-regulatory obligations and also operate for-profit businesses, and these two roles may create conflicts of interest
7. 31Laws and regulations regarding security and safeguarding of our systems and services, protection of sensitive customer data and the handling of personal data and information may affect our services or result in increased costs, legal claims or fines against us
8. 32Changes in tax laws, regulations or policies could have a material adverse effect on our financial results

RISKS RELATED TO INTELLECTUAL PROPERTY AND BRAND REPUTATION

1. 33Damage to our reputation or brand name could have a material adverse effect on our businesses
2. 34Failure to meet customer expectations or deadlines for the implementation of our products could result in negative publicity, losses and reduced sales, each of which may harm our reputation, business and results of operations
3. 35Our reputation or business could be negatively impacted by sustainability matters and our reporting of such matters
4. 36Failure to protect our intellectual property rights, or allegations that we have infringed on the intellectual property rights of others, could harm our brand-building efforts and ability to compete effectively
5. 37As a holding company, we require dividends and other payments from our subsidiaries to meet cash requirements. Minimum capital requirements mandated by regulatory authorities having jurisdiction over some of our regulated subsidiaries indirectly restrict the amount of dividends that can be paid upstream
6. 38We may experience fluctuations in our operating results, which may adversely affect the market price of our common stock
7. 39Any one of these factors could have a material adverse effect on our business, financial condition and operating results by causing a substantial decline in the financial services markets and reducing trading volumes or values
8. 40Our operational processes are subject to the risk of error, which may result in financial loss or reputational damage
9. 41Climate change may have a long-term adverse impact on our business, while simultaneously, we face reputational, regulatory and financial risks related to our ability to respond to diverse stakeholder expectations and requirements on climate change and other sustainability-related topics
10. 42Our businesses operate in various international markets, which are subject to political, economic and social uncertainties
11. 43Because we have operations in numerous countries, we are exposed to currency risk
12. 44If our risk management methods are not effective, our business, reputation and financial results may be adversely affected
13. 45Decisions to declare future dividends on our common stock will be at the discretion of our board of directors and there can be no guarantee that we will pay future dividends to our stockholders
14. 46Provisions of our certificate of incorporation, by-laws, exchange rules (including provisions included to address SEC concerns) and governing law restrict the ownership and voting of our common stock. In addition, such provisions could delay or prevent a change in control of us and entrench current management