Nasdaq (NDAQ) Financial History

We are exposed to credit risk from third parties, including customers, counterparties and clearing agents.

We operate several of our businesses in highly regulated industries and are subject to extensive regulation in the U.S., Europe and Canada.

•require certain advance notice for director nominations and

Provisions of our certificate of incorporation, by-laws,

Because we have operations in numerous countries, we are

which are subject to political, economic and social

reputational, regulatory and financial risks related to our

Our operational processes are subject to the risk of error,

•the perceived attractiveness of the U.S.

•natural disasters, terrorism, pandemics, war or other

affected by many national and international factors beyond

which may adversely affect the market price of our common

Our reputation or business could be negatively impacted by

•any misconduct, fraudulent activity or theft by our

•any negative publicity surrounding our listed companies or

•the quality of our disclosure controls or internal controls

•the quality of our products the reliability of our solutions

•the accuracy of our financial guidance or other information

•the accuracy of our financial statements, other financial

•the ability to execute our business plan, key initiatives or

•the quality and reliability of our technology platforms and

Damage to our reputation or brand name could have a

Changes in tax laws, regulations or policies could have a

restrictions on our business, and noncompliance could result

We are subject to litigation risks, risks from compliance

•increase our cost of debt and reduce or eliminate our ability

•place us at a competitive disadvantage compared with our

•increase our exposure to a continued downturn in general

A downgrade of our credit rating could increase the cost of

•difficulties in realizing projected efficiencies and

•incurred but unreported claims for an acquired company;

•exposure to unanticipated liabilities, including after a

•risks associated with divesting employees, customers or

•risks to the continued achievement of our strategic

•increased debt obligations, which may adversely affect our

•the inability to meet our target for return on invested

•the inability to maintain key pre-transaction business

Furthermore, any future transactions could entail a number of

business and have a material adverse effect on our financial

•negative impacts on employee morale and performance as

•possible tax costs or inefficiencies associated with

•the coordination and consolidation of ongoing and future

•difficulties of integrating multiple acquired businesses

•difficulties in operating businesses we have not operated

•the diversion of management’s attention from ongoing

regulations in the U.S.

Stagnation or decline in the listings market could have an

Credit losses such as those described above could adversely

Failure to attract and retain key personnel may adversely

Our role in the global marketplace positions us at greater

disruptions in trading, the level and volatility of interest rates,

by economic, political and market conditions, broad trends in

A decline in trading and clearing volumes or values or

We must continue to introduce new products, initiatives and

accommodate any increases in a timely manner.

Economic conditions and market factors, which are beyond

Finally, many of the European countries where we operate regulated entities require prior governmental approval before an investor acquires 10% or greater of our common stock.

Section 203 of the Delaware General Corporation Law imposes restrictions on mergers and other business combinations between us and any holder of 15% or more (or, in some cases, a holder who previously held 15% or more…

•authorize the issuance of undesignated preferred stock, or “blank check” preferred stock, which could be issued by our board of directors without stockholder approval.

Our organizational documents contain provisions that may be deemed to have an anti-takeover effect and may delay, deter or prevent a change of control of us, such as a tender offer or takeover proposal that might resu…

In response to the SEC’s concern about a concentration of our ownership, the rules of some of our exchange subsidiaries include a prohibition on any member or any person associated with a member of the exchange from b…

Our organizational documents place restrictions on the voting rights of certain stockholders.

Provisions 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.

Our board of directors regularly declares quarterly cash dividend payments on our outstanding common stock.

Decisions 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.

We utilize widely-accepted methods to identify, assess, monitor and manage our risks, including oversight of risk management by Nasdaq’s Global Risk Management Committee, which comprises senior executives and has the…

If our risk management methods are not effective, our business, reputation and financial results may be adversely affected.

We have operations in the U.S., the Nordic and Baltic countries, Canada, the United Kingdom, Australia and many other foreign countries.

We have disaster recovery and business continuity plans and capabilities for critical systems and business functions to mitigate the risk of an interruption.

In addition, our U.S.

We may incur losses as a result of unforeseen or catastrophic events, such as terrorist attacks, natural disasters, pandemics, extreme weather, fire, power loss, telecommunications failures, human error, theft, sabota…

Unforeseen or catastrophic events could interrupt our critical business functions.

Our businesses operate in various international markets, including but not limited to Northern Europe, the Baltics, the Middle East, Latin America, Africa and Asia, and our non-U.S.

requirements, policies and stakeholder expectations have resulted in, and are likely to continue to result in, increased general and administrative expenses and management time and attention to comply with, or meet, t…

Additionally, there is an increased focus from our regulators, investors, clients, employees, and other stakeholders concerning corporate citizenship, greenhouse gas emissions reduction and sustainability matters, inc…

While we seek to mitigate our business risks associated with climate change by establishing robust environmental and sustainability programs, there are inherent climate related risks wherever our business is conducted.

Climate 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…

In addition, the sophisticated software we sell to our customers may contain undetected errors or vulnerabilities, some of which may be discovered only after delivery, or could fail to perform its intended purpose.

Data, other content or information that we distribute may contain errors or be delayed, causing reputational harm.

We have instituted extensive controls to reduce the risk of error inherent in our operations; however, such risk cannot completely be eliminated.

Additionally, since borrowings under our credit facilities bear interest at variable rates and commercial paper is issued at prevailing interest rates, any increase in interest rates on debt that we have not fixed usi…

Any 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…

•the imposition of governmental economic sanctions or tariffs, on countries in which we do business or where we plan to expand our business or sell our products and services; and

If our subsidiaries are unable to pay dividends and make other payments to us when needed, or if regulators or counterparties require us to increase capital deployed in certain of our regulated subsidiaries, we may be…

As a holding company, we require dividends and other payments from our subsidiaries to meet cash requirements.

We are a holding company that depends on cash flow from our subsidiaries to meet our obligations, and any restrictions on our subsidiaries’ ability to pay dividends or make other payments to us may have a material adv…

Third parties may assert intellectual property rights claims against us, which may be costly to defend, could require the payment of damages and could limit our ability to use certain technologies, trademarks or other…

We have registered, or applied to register, our trademarks in the United States and in over 50 foreign jurisdictions and have pending U.S.

To protect our intellectual property rights, we rely on a combination of trademark laws, copyright laws, patent laws, trade secret protection, confidentiality agreements and other contractual arrangements with our aff…

Failure 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.

Financial Disclosures Report, on our website, in our filings with the SEC and elsewhere.

We communicate certain sustainability-related initiatives, goals, and/or commitments regarding environmental matters, social matters, vendors and suppliers and other matters in our annual Sustainability Report, Task F…

We generally mutually agree with our customers on the duration, budget and costs associated with the implementation of certain of our products, particularly our market technology large-scale market infrastructure proj…

Failure 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 op…

Negative publicity or misrepresentations by third parties, particularly on social media, may adversely impact our credibility as a leader in the global capital markets and as a source for data and analytics.

•any negative publicity surrounding the use of our products and/or services by our customers, including in connection with emerging asset classes such as crypto assets; and

One of our competitive strengths is our strong reputation and brand name.

RISKS RELATED TO INTELLECTUAL PROPERTY AND BRAND REPUTATION

Some of our subsidiaries are subject to tax in the jurisdictions in which they are organized or operate, and in computing our tax obligation in these jurisdictions, we take various tax positions.

Changes in tax laws, regulations, trade policies or other policies, including with respect to renewable energy tax credits, could result in us having to pay higher taxes or operating expenses, which may reduce our net…