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What changed in Nasdaq, Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Nasdaq, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+457 added−477 removedSource: 10-K (2025-02-21) vs 10-K (2024-02-21)

Top changes in Nasdaq, Inc.'s 2024 10-K

457 paragraphs added · 477 removed · 350 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

132 edited+32 added−56 removed88 unchanged
Biggest changeAs the regulatory environment continues to evolve and related opportunities arise, we intend to continue developing our products and services to ensure that the exchanges and clearinghouse that comprise Nasdaq Nordic and Nasdaq Baltic maintain favorable liquidity and offer fair and efficient trading. 13 In addition, proposed rules under MiFID II and MiFIR rules are expected to include provisions potentially impacting various parts of Nasdaq’s exchanges and data business, including a proposal to establish a European consolidated tape of pre- and/or post-trade data.
Biggest changeIn addition, proposed rules under MiFID II and MiFIR rules include provisions potentially impacting various parts of Nasdaq’s exchanges and data business, including a proposal to establish a European consolidated tape of pre- and/or post-trade data. The entities that operate trading venues in the Nordic and Baltic countries are each subject to local regulations.
We strive to be a trusted partner to a diverse range of clients that participate across the global financial ecosystem, including: • Banks and Financial Institutions - Providing safety and integrity through a suite of trade surveillance, cloud-native fraud and anti-money laundering solutions and robust regulatory reporting software. • Market Infrastructure Operators - Assisting market infrastructure operators in increasing efficiency, meeting customer needs, and growing revenue across the trade lifecycle. • Brokers and Traders - Helping brokers and traders to confidently plan, optimize, manage risk and execute their business vision. 7 • Market Participants - Providing market participants with access to liquidity and enabling them to efficiently consume, monitor, analyze , and capitalize on real-time market changes. • Listed Companies - Enabling companies to access capital markets effectively, manage stakeholders and leverage technology to operate and govern effectively. • Investors and Asset Managers - Offering products and services to assist investors and asset managers in optimizing their portfolios and offerings.
We strive to be a trusted partner to a diverse range of clients that participate across the global financial ecosystem, including: • Banks and Financial Institutions: Providing banks and financial institutions with safety and integrity through a suite of trade surveillance, cloud-native fraud and anti-money laundering solutions and robust regulatory reporting software. • Market Infrastructure Operators: Assisting market infrastructure operators in increasing efficiency, meeting customer needs, and growing revenue across the trade lifecycle. • Brokers and Traders: Helping brokers and traders to confidently plan, optimize, manage risk and execute their business vision. • Market Participants: Providing market participants with access to liquidity and enabling them to efficiently consume, monitor, analyze , and capitalize on real-time market changes. • Listed Companies: Enabling companies to access capital markets effectively, manage stakeholders and leverage technology to operate and govern effectively. • Investors and Asset Managers: Offering products and services to assist investors and asset managers in optimizing their portfolios and offerings.
Through our Nasdaq GoodWorks Corporate Responsibility Program, we have committed to supporting the communities in which we live and work by providing eligible full and part-time employees two paid days off per year to volunteer. We also match charitable donations of all Nasdaq employees and contractors up to $1,000, or more in certain circumstances, per calendar year.
Through our Nasdaq GoodWorks Corporate Responsibility Program, we have committed to supporting the communities in which we live and work by providing eligible full and part-time employees with two paid days off per year to volunteer. We also match charitable donations of all Nasdaq employees and contractors up to $1,000, or more in certain circumstances, per calendar year.
The Financial Crime Management Technology and surveillance offerings compete on a number of factors, including but not limited to, increased workflow efficiency, quality of the data, quality of alerts and pricing. 8 Our Financial Crime Management Technology and surveillance offerings must demonstrate the ability to decrease false-positives and provide in-depth views into potential abuses and risks that stem from those cases.
The Financial Crime Management Technology and surveillance offerings compete on a number of factors, including but not limited to, increased workflow efficiency, quality of the data, quality of alerts and pricing. Our Financial Crime Management Technology and surveillance offerings must demonstrate the ability to decrease false-positives and provide in-depth views into potential abuses and risks that stem from those cases.
Through our eVestment and Solovis solutions, we provide a suite of cloud-based solutions that help institutional investors and consultants conduct pre-investment due diligence, and monitor their portfolios post-investment. The eVestment platform also enables asset managers to efficiently distribute information about their firms and funds to asset owners and consultants worldwide.
Through our eVestment and Solovis platforms, we provide a suite of cloud-based solutions that help institutional investors and consultants conduct pre-investment due diligence, and monitor their portfolios post-investment. The eVestment platform also enables asset managers to efficiently distribute information about their firms and funds to asset owners and consultants worldwide.
Our listing qualifications department evaluates applications submitted by issuers seeking to list their securities on The Nasdaq Stock Market to determine whether the quantitative and qualitative listing standards have been 11 satisfied. Once securities are listed, the listing qualifications department monitors each issuer’s on-going compliance with The Nasdaq Stock Market’s continued listing standards. Broker-dealer regulation.
Our listing qualifications department evaluates applications submitted by issuers seeking to list their securities on The Nasdaq Stock Market to determine whether the quantitative and qualitative listing standards have been satisfied. Once securities are listed, the listing qualifications department monitors each issuer’s on-going compliance with The Nasdaq Stock Market’s continued listing standards. Broker-dealer regulation.
Nasdaq Clearing also operates a clearing service for the resale and repurchase agreement market. Nasdaq Commodities is the brand name for Nasdaq’s European commodity-related products and services such as trading and clearing. Nasdaq Commodities’ offerings include derivatives in power, natural gas and carbon emission markets, seafood and electricity certificates.
Nasdaq Clearing also operates a clearing service for the resale and repurchase agreement market. Nasdaq Commodities is the brand name for Nasdaq’s European commodity-related products and services such as trading and clearing. Nasdaq Commodities’ offerings include derivatives in power, natural gas and carbon emission 5 markets, seafood and electricity certificates.
Nasdaq Website and Availability of SEC Filings We file periodic reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov. Our website is http://ir.nasdaq.com.
NASDAQ WEBSITE AND AVAILABILITY OF SEC FILINGS We file periodic reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov. Our website is ir.nasdaq.com.
Environmental, Social and Governance Matters Nasdaq is committed to our long-term ESG and sustainability strategy, advocacy and oversight. We continue to engage with internal and external stakeholders at all levels regarding sustainability matters.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS Nasdaq is committed to our long-term governance and sustainability strategy, advocacy and oversight. We continue to engage with internal and external stakeholders at all levels regarding sustainability matters.
We make available free of charge on our website, or provide a link to, our Forms 10-K, Forms 10-Q and Forms 8-K and any amendments to these documents, that are filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
We make available free of charge on our website, or provide a link to our SEC filings, including our Forms 10-K, Forms 10-Q and Forms 8-K and any amendments to these documents, that are filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
Additionally, as a function of the Swedish two-tier supervisory model, certain surveillance of the exchange market is carried out by the Nasdaq Stockholm exchange, through its surveillance function.
Additionally, as a function of the Swedish two-tier supervisory model, certain surveillance of the exchange market is carried out by the 12 Nasdaq Stockholm exchange, through its surveillance function.
The Nominating & ESG Committee has formal responsibility and oversight for corporate ESG policies and programs and receives regular reporting on key ESG matters and initiatives. Our Corporate ESG Steering Committee serves as the central coordinating body for our ESG strategy; it is co-chaired by executive leaders and comprised of a cross-functional group of Nasdaq senior executives.
The Nominating & ESG Committee has formal responsibility and oversight for corporate ESG policies and programs and receives regular reports on key ESG matters and initiatives. Our Corporate ESG Steering Committee serves as the central coordinating body for our ESG strategy; it is co-chaired by executive leaders and comprised of a cross-functional group of Nasdaq senior executives.
Our registered broker-dealers are subject to regulatory requirements intended to ensure their general financial soundness and liquidity, which require that they comply with certain minimum capital requirements. As of December 31, 2023, each of our broker-dealers were in compliance with applicable capital requirements. Regulatory contractual relationships with FINRA .
Our registered broker-dealers are subject to regulatory requirements intended to ensure their general financial soundness and liquidity, which require that they comply with certain minimum capital requirements. As of December 31, 2024, each of our broker-dealers were in compliance with applicable capital requirements. Regulatory contractual relationships with FINRA.
In addition, Nasdaq owns a central securities depository that provides notary, settlement, central maintenance and other services in the Baltic countries and Iceland. In Europe, Nasdaq Nordic offers trading in derivatives, such as stock options and futures and index options and futures. Nasdaq Clearing offers central counterparty clearing services for stock options and futures and index options and futures.
In addition, Nasdaq owns a central securities depository that provides notary, settlement, central maintenance and other services in the Baltic countries and Iceland. In Europe, Nasdaq Nordic offers trading in derivatives, such as stock options and futures and index options and futures. Nasdaq Clearing offers CCP clearing services for stock options and futures and index options and futures.
We are currently leveraging AI to further develop products and solutions in investment analytics, investor relations and fraud and anti-money laundering, as well as to modernize markets with the SEC approval of the first AI-powered order type.
We are currently leveraging AI to further develop products and solutions in areas such as investment analytics, investor relations and fraud and anti-money laundering, as well as to modernize markets with the SEC approval of the first AI-powered order type.
Leveraging the insights and capabilities across our listings, advisory, data, index, and analytics teams, we believe that Capital Access Platforms serves as a bridge between the investor and corporate communities, focused on enhancing the client experience by providing efficient routes to capital, delivering more holistic, actionable insights and intelligence, modernizing workflows, and navigating the climate and ESG landscape. • Integrity: Financial Crime Management Technology and Regulatory Technology include Nasdaq’s fraud detection, anti-money laundering, surveillance and risk data management and regulatory reporting solutions businesses.
Leveraging the insights and capabilities across our listings, advisory, data, index, and analytics teams, we believe that Capital Access Platforms segment serves as a bridge between the investor and corporate communities, focused on enhancing the client experience by providing efficient routes to capital, delivering more holistic, actionable insights and intelligence, modernizing workflows, and navigating the climate and sustainability landscape. • Integrity: Financial Crime Management Technology and Regulatory Technology, within our Financial Technology segment, include Nasdaq’s fraud detection, anti-money laundering, surveillance and risk data management and regulatory reporting solutions businesses.
We provide varying levels of quote and trade information to market participants and to data distributors who in turn provide subscriptions for this information. Our systems enable distributors to gain access to our market depth, fund valuation, order imbalances, market sentiment and other analytical data.
We provide varying levels of quote and trade information to market participants and to data distributors who in turn provide subscriptions for this information. Our systems enable distributors to gain access to our market depth, order imbalances, market sentiment and other analytical data.
In addition, we own a minority interest in NPM Securities, LLC. Nasdaq Execution Services operates as our routing broker for sending orders from Nasdaq’s U.S. cash equity and options exchanges to other venues for execution.
In addition, we own a minority interest in NPM. Nasdaq Execution Services operates as our routing broker for sending orders from Nasdaq’s U.S. cash equity and options exchanges to other venues for execution.
Our AxiomSL product, which includes financial, statistical and prudential reporting as well as shareholder disclosures, trade reporting and ESG reporting, competitors include large independent solution providers, in-house solutions at financial institutions as well as some smaller independent point solution providers.
Competitors to our AxiomSL solutions, which includes financial, statistical and prudential reporting as well as shareholder disclosures, trade reporting and ESG reporting, include large independent solution providers, in-house solutions at financial institutions as well as some smaller independent point solution providers.
Corporate solutions serves both public and private companies and organizations through our Investor Relations Intelligence, Governance Solutions and ESG Solutions products. Our public company clients can be companies listed on our exchanges or other U.S. and global exchanges.
Corporate solutions serves both public and private companies and organizations through our Investor Relations Intelligence, Governance Solutions and Sustainability Solutions products. Our public company clients can be companies listed on our exchanges or other U.S. and global exchanges.
To access these filings, go to our website and click on “Financials” then click on “SEC Filings.”
To access these filings, go to our website and click on “Financials” then click on “SEC Filings.” 16
Our artificial intelligence-driven career development platform, the Career Hub, matches employees, based on their career aspirations, to internal training, potential mentors, short-term projects and full-time internal roles. This helped us again increase our career satisfaction scores in our biannual employee engagement survey and supported employee retention.
Our AI-driven career development platform, the Career Hub, matches employees, based on their career aspirations, to internal training, potential mentors, short-term projects and full-time internal roles. This helped us again increase our career satisfaction scores in our biannual employee engagement survey and supported employee retention.
In addition, Nasdaq Nordic facilitates the trading and clearing of Nordic fixed income derivatives in a unique market structure. Buyers and sellers agree to trades in fixed income derivatives through bilateral negotiations and then report those trades to Nasdaq Clearing. Nasdaq Clearing offers central counterparty clearing services for fixed-income options and futures and interest rate swaps.
In addition, Nasdaq Nordic facilitates the trading and clearing of Nordic fixed income derivatives in a unique market structure. Buyers and sellers agree to trades in fixed income derivatives through bilateral negotiations and then report those trades to Nasdaq Clearing. Nasdaq Clearing offers CCP clearing services for fixed-income options and futures and interest rate swaps.
The registration became effective on December 31, 2020, and lasts for four years (which may be extended further), during which time Nasdaq Clearing may continue to act as a CCP vis-a-vis UK members. Nasdaq Clearing has submitted its application for permanent recognition and is awaiting further information as to the process and timeline from the Bank of England.
The registration became effective on December 31, 2020 and lasts until December 31, 2026 (which may be extended further), during which time Nasdaq Clearing may continue to act as a CCP vis-a-vis UK members. Nasdaq Clearing has submitted its application for permanent recognition and is awaiting further information as to the process and timeline from the Bank of England.
Recently, there has been an increase of FinTech start-ups shifting into the surveillance, fraud detection and AML space offering highly-specialized solutions for advanced data analytics, artificial intelligence and machine learning technology.
Recently, there has been an increase of FinTech start-ups shifting into the surveillance, fraud detection and AML space offering highly-specialized solutions for advanced data analytics, AI and machine learning technology.
For smaller companies and growth companies, we offer access to the financial markets through the Nasdaq First North alternative marketplaces. As of December 31, 2023, a total of 1,218 companies listed securities on our Nordic and Baltic exchanges. Our European listing customers include companies, funds and governments.
For smaller companies and growth companies, we offer access to the financial markets through the Nasdaq First North alternative marketplaces. As of December 31, 2024, a total of 1,174 companies listed securities on our Nordic and Baltic exchanges. Our European listing customers include companies, funds and governments.
Human Capital Management Nasdaq has continued to strengthen our commitment to, and investment in, attracting, retaining, developing and motivating our employees during 2023.
HUMAN CAPITAL MANAGEMENT Nasdaq has continued to strengthen our commitment to, and investment in, attracting, retaining, developing and motivating our employees during 2024.
Technological Strength The strength and resiliency of our technology, enhanced by our new Financial Technology division, in meeting the advancing demands of our global customer base is vital to the continued success of our business and distinguishes us from our competitors.
Technological Strength The strength and resiliency of our technology, enhanced by our Financial Technology segment, in meeting the advancing demands of our global customer base is vital to the continued success of our business and distinguishes us from our competitors.
We also offer Nordic Equity TotalView, Nordic Derivatives TotalView and Nordic Fixed Income TotalView for Nordic markets. We operate several other proprietary services and data products to provide market information, including Nasdaq Basic, a low cost alternative to the industry Level 1 feed and Nasdaq Canada Basic, a low cost alternative to other high priced data feeds.
We also offer Nordic Equity TotalView, Nordic Derivatives TotalView and Nordic Fixed Income TotalView for Nordic markets. We operate several other proprietary services and data products to provide market information, including Nasdaq Basic, a lower cost alternative to the industry Level 1 feed and Nasdaq Canada Basic, a lower cost alternative to other data feeds.
Pursuant to the requirements of the Exchange Act, our exchanges must file with the SEC, among other things, all proposals to change their pricing structure. Nasdaq conducts real-time market monitoring, certain equity surveillance not involving cross-market activity, most options surveillance, rulemaking, enforcement and membership functions through our Nasdaq Regulation department.
Pursuant to the requirements of the Exchange Act, our exchanges must file with and seek approval from the SEC for, among other things, all proposals to change their pricing structure. 10 Nasdaq conducts real-time market monitoring, certain equity surveillance not involving cross-market activity, most options surveillance, rulemaking, enforcement and membership functions through our Nasdaq Regulation department.
We have also created Regulation SCI policies and procedures, updated internal policies and procedures, and developed an information technology governance program to ensure compliance. Regulation of Registered Investment Advisor Subsidiary. Our subsidiary NDW is an investment advisor registered with the SEC under the Investment Advisors Act of 1940.
We have also created Regulation SCI policies and procedures, updated internal policies and procedures, and developed an information technology governance program to ensure compliance. Regulation of Registered Investment Advisor Subsidiary. Our subsidiary Nasdaq Dorsey Wright, or NDW, is an investment advisor registered with the SEC under the Investment Advisors Act of 1940.
Customers issue securities in the form of cash equities, depository receipts, warrants, ETPs, convertibles, rights, options, bonds or fixed-income related products. In 2023, a total of 23 new companies listed on our Nordic and Baltic exchanges. Index Our Index business develops and licenses Nasdaq-branded indices and financial products.
Customers issue securities in the form of cash equities, depository receipts, warrants, ETPs, convertibles, rights, options, bonds or fixed-income related products. In 2024, a total of 31 new companies listed on our Nordic and Baltic exchanges. 2 Index Our Index business develops and licenses Nasdaq-branded indices and financial products.
Since its inception in 2017, our venture program has grown in size and has invested in companies covering various sectors, including data, analytics and workflow technologies, blockchain and digital assets, market infrastructure, anti-financial crime, new marketplaces, enabling technologies and ESG. As of December 31, 2023, our investments, which include equity and convertible debt investments, were valued at $169 million.
Since its inception in 2017, our venture program has grown in size and has invested in companies covering various sectors, including data, analytics and workflow technologies, blockchain and digital assets, market infrastructure, anti-financial crime, new marketplaces and enabling technologies. As of December 31, 2024, our investments, which primarily include equity and convertible debt investments, were valued at $218 million.
The Supplier Code of Ethics, which is available on our website, encourages our suppliers and vendors to adopt sustainability and environmental practices in line with our published Environmental Practices Statement and to promote a diverse and inclusive workforce. Additionally, our new suppliers are required to attest to the Supplier Code of Ethics in connection with the commencement of their engagement.
The Supplier Code of Ethics, which is available on our website, encourages our suppliers and vendors to adopt sustainability and environmental practices in line with our published Environmental Practices Statement. Additionally, our new suppliers are required to attest to the Supplier Code of Ethics in connection with the commencement of their engagement.
In addition, in 2016, the European Union adopted legislation on governance and control of the production and use of benchmark indices. The Benchmark Regulation became effective in the European Union beginning in 2018, and Nasdaq must be in compliance beginning January 1, 2026 in relation to benchmarks provided by non-European Nasdaq entities.
In addition, in 2016, the European Union adopted legislation on governance and control of the production and use of benchmark indices. The Benchmark Regulation became effective in the European Union beginning in 2018, and Nasdaq must comply beginning January 1, 2026 in relation to benchmarks provided by non-European Nasdaq entities as well as European Nasdaq entities.
During 2023, we also maintained, and continued to expand, our portfolio of ESG services and solutions for our clients and stakeholders. In 2023, we requested our existing leading suppliers by spend to attest to our Supplier Code of Ethics.
During 2024, we also maintained, and continued to expand, our portfolio of sustainability services and solutions for our clients and stakeholders. In 2024, we requested our existing leading suppliers by spend to attest to our Supplier Code of Ethics.
The Nasdaq Stock Market competes with local and international markets located outside the U.S. for listings of equity securities of both U.S. and non-U.S. companies that choose to list (or dual-list) outside of their home country.
The Nasdaq Stock Market competes with local and international markets located outside the U.S. for listings of equity securities of both U.S. and non-U.S. companies that choose to list (or dual-list) outside of their home country. For example, The Nasdaq Stock Market competes for listings with exchanges in Europe and Asia.
Our market technology business currently offers its services to several digital assets exchanges, and the SaaS-based Marketplace Services Platform provides next-generation marketplace capabilities spanning the transaction lifecycle to facilitate the exchange of assets, services and information across various types of market ecosystems and machine-to-machine transactions.
Our market technology business currently offers its services to several digital assets exchanges, and the SaaS-based Marketplace Services Platform provides next-generation marketplace capabilities spanning the transaction lifecycle to facilitate the exchange of assets, services and information across various types of market ecosystems and machine-to-machine transactions. Our market technology business also provides complex delivery management and systems integration.
In the United Kingdom, The Nasdaq Stock Market, Nasdaq Oslo ASA, Nasdaq Stockholm AB, Nasdaq Copenhagen A/S, and Nasdaq Helsinki Ltd are each subject to regulation by the Financial Conduct Authority as “Recognised Overseas Investment Exchanges.” Nasdaq Clearing is registered as a recognized third country CCP with the Bank of England under the temporary recognition regime.
Suspected insider trading is reported to the appropriate authorities in the respective country. 13 In the United Kingdom, The Nasdaq Stock Market, Nasdaq Oslo ASA, Nasdaq Stockholm AB, Nasdaq Copenhagen A/S, and Nasdaq Helsinki Ltd are each subject to regulation by the Financial Conduct Authority as “Recognised Overseas Investment Exchanges.” Nasdaq Clearing is registered as a recognized third country CCP with the Bank of England under the temporary recognition regime.
The Nasdaq Foundation works with organizations that promote and support under-resourced communities by reimagining investor engagement and equipping communities with the financial knowledge needed to share in the wealth that markets create. During 2023, the Nasdaq Foundation provided 13 grants to organizations that seek to fulfill that mission.
The Nasdaq Foundation works with organizations that promote and support under-resourced communities by reimagining investor engagement and equipping communities with the financial knowledge needed to share in the wealth that markets create. During 2024, the Nasdaq Foundation provided grants to 23 organizations that share that mission.
This model has gradually changed as many operators have recognized the cost-savings made possible by buying technology from third parties. As a result, two types of competitors have emerged in our market technology business: exchange operators and technology providers unaffiliated with exchanges.
Our market technology business faces competition from exchanges and exchange-related businesses that internally develop their technology. This model has gradually changed as many operators have recognized the cost-savings made possible by buying technology from third parties. As a result, two types of competitors have emerged in our market technology business: exchange operators and technology providers unaffiliated with exchanges.
We are a leading global technology solutions provider and partner to exchanges, clearing organizations, central securities depositories, regulators, banks, brokers, buy-side firms and corporate businesses, and power more than 130 marketplaces in more than 55 countries.
We are a leading global technology solutions provider and partner to exchanges, clearing organizations, central securities depositories, banks, brokers, buy-side firms and corporate businesses, and power more than 135 marketplaces (including those operated by Nasdaq) and regulators, in more than 55 countries.
As of December 31, 2023, 388 ETPs listed on 27 exchanges in over 20 countries tracked a Nasdaq index and accounted for $473 billion in AUM. Our flagship index, the Nasdaq-100 Index, or NDX, includes the top 100 non-financial companies listed on The Nasdaq Stock Market.
As of December 31, 2024, 401 ETPs listed on 28 exchanges in over 20 countries tracked a Nasdaq index and accounted for $647 billion in AUM. Our flagship index, the Nasdaq-100 Index, or NDX, includes the top 100 non-financial companies listed on The Nasdaq Stock Market.
Beyond compensation, we offer a suite of programs, benefits, perquisites, and resources. Our core benefits include health (medical, dental, and vision) and risk insurances (life and disability), retirement plans, and an employee stock purchase plan. We also offer robust paid time-off benefits which include vacation, incidental sick days and parental leave.
Our core benefits include health (medical, dental, and vision) and risk insurances (life and disability), retirement plans, and an employee stock purchase plan. We also offer robust paid time-off benefits which include vacation, incidental sick days and parental leave.
During 2023, we advanced our corporate, community and commercial ESG efforts, including furthering our commitment to climate change awareness, reducing our environmental impact, building a workplace culture of inclusivity and expanding our portfolio of ESG-related solutions and services.
During 2024, we continued our corporate, community and commercial ESG efforts, including furthering our commitment to climate change awareness, reducing our environmental impact, building a workplace culture of inclusivity and evolving our portfolio of sustainability-related solutions and services.
This offering powers surveillance for more than 50 exchanges and 18 regulators. AxiomSL is a global leader in risk data management and regulatory reporting solutions for the financial industry, including banks, broker dealers and asset managers. Its unique enterprise data management platform delivers data lineage, risk aggregation, analytics, workflow automation, reconciliation, validation and audit functionality, as well as disclosures.
AxiomSL is a global leader in risk data management and regulatory reporting solutions for the financial industry, including banks, broker dealers and asset managers. Its unique enterprise data management platform delivers data lineage, risk aggregation, analytics, workflow automation, reconciliation, validation and audit functionality, as well as disclosures.
In the U.S., our options markets compete with exchanges operated by Cboe Global Markets, Inc., or Cboe, Miami International Holdings, Inc., or MIAX, Intercontinental Exchange, Inc., or ICE, Members Exchange, or MEMX, and BOX Options Market.
In the U.S., our options markets compete with exchanges operated by Cboe Global Markets, Inc., or Cboe, Miami International Holdings, Inc., or MIAX, Intercontinental Exchange, Inc., or ICE, Members Exchange and BOX Options Market. In the U.S., our cash equities markets compete with exchanges operated by Cboe, ICE, MIAX, The Investors Exchange, Members Exchange and Long Term Stock Exchange.
Our SROs have signed a series of regulatory service agreements covering the services FINRA provides to the respective SROs. Under these agreements, FINRA personnel act as our agents in performing the regulatory functions outlined above, and FINRA bills us a fee for these services.
Our SROs have signed a series of regulatory service agreements covering the services FINRA provides to the respective SROs. Under these agreements, FINRA personnel act as our agents in performing the regulatory functions outlined above, and FINRA bills us a fee for these services. These agreements ensure that the markets for which we are responsible are properly regulated.
In addition, Regulation NMS requires that every national securities exchange on which an NMS stock is traded and every national securities association act jointly pursuant to one or more national market system plans to disseminate consolidated information, including a national best bid and national best offer, on quotations for transactions in NMS stocks, and that such plan or plans provide for the dissemination of all consolidated information for an individual NMS stock through a single plan processor.
In addition, Regulation NMS requires that every national securities exchange on which an NMS stock is traded and every national securities association act jointly pursuant to one or more national market system plans to disseminate consolidated information, including a national best bid and national best offer, on quotations for transactions in NMS stocks, and that such plan or plans provide for the dissemination of all consolidated information for an individual NMS stock through a single plan processor. 11 The UTP Plan was filed with and approved by the SEC as a national market system plan in accordance with the Exchange Act and Regulation NMS to provide for the collection, consolidation and dissemination of such information for Nasdaq-listed securities.
We believe that our focus on AI to enhance features of our existing offerings and in the development of new solutions, together with our significant proprietary data sets, provides us with a competitive advantage. During 2023, Nasdaq continued its shift to utilizing and deploying cloud infrastructure.
We believe that our focus on AI to enhance features of our existing offerings and in the development of new solutions, together with our significant proprietary data sets and our use of AI to drive internal operating efficiencies, provides us with a competitive advantage. During 2024, Nasdaq continued its shift from traditional on-premises deployments by utilizing and deploying cloud infrastructure.
A Unique Value Proposition We operate leading platforms that can improve the liquidity, transparency, and integrity of the global financial ecosystem, allowing us to: • Develop efficient and reliable technologies to facilitate and protect the financial system across asset classes; • Empower our clients to effectively navigate the capital markets, achieve their sustainability goals, and maintain corporate governance excellence; and • Provide data, tools and insights that drive sound decision making while complying with evolving regulatory requirements.
Our business segments complement each other and we believe that our strong competitive position in large, high-growth markets positions us for sustained growth. 6 Our Value Proposition We operate leading platforms that can improve the liquidity, transparency, and integrity of the global financial ecosystem, allowing us to: • Develop efficient and reliable technologies to facilitate and protect the financial system across asset classes; • Empower our clients to effectively navigate the capital markets, achieve their sustainability goals, and maintain corporate governance excellence; and • Provide data, tools and insights that drive sound decision making while complying with evolving regulatory requirements.
We have continued our focus on improving the security of our technology with an emphasis on employee awareness through training, targeted phishing education campaigns, and new tool deployment for our securities operations team. See “Item 1A.
We have continued our focus on improving the security of our technology with an emphasis on employee awareness through training, targeted phishing education campaigns, and new tool deployment for our securities operations team. See “Item 1A. Risk Factors” in this Annual Report on Form 10-K for further discussion.
We have invested in professional development for our employees, including offering access to more than 26,000 professional development programs; providing tuition assistance to employees enrolled in degree-granting academic programs; holding internal career fairs and career development programs; connecting employees to our formal mentoring programs and providing one-on-one professional coaching opportunities. We welcomed approximately 150 interns to Nasdaq during 2023.
We have invested in professional development for our employees, including offering access to professional development programs; providing tuition assistance to employees enrolled in degree-granting academic programs; holding internal career fairs and career development programs; connecting employees to our formal mentoring programs and providing one-on-one professional coaching opportunities.
Gender and Ethnicity Performance Data as of December 31, 2023 and 2022 Gender : 16 * In the charts above, not disclosed percentage includes employees that have chosen not to disclose and race and ethnicities that are less than 0.3%.
Gender and Ethnicity Data as of December 31, 2024 and 2023 are presented below: * In the charts above, the "not disclosed" percentage includes employees that have chosen not to disclose and race and ethnicities that are less than 0.3% of our total employee headcount.
Competitors also include companies that serve multiple industries in addition to financial services with generalized solutions, such as business intelligence tools, data integrators, investigation platforms and software covering the broader compliance lifecycle.
We compete against enterprise solution providers and point solutions for clients with larger AUM. Competitors also include companies that serve multiple industries in addition to financial services with generalized solutions, such as business intelligence tools, data integrators, investigation platforms and software covering the broader compliance lifecycle.
Our Listing Services business in both the U.S. and Europe provides a means of facilitating capital formation through public capital markets. There are competing ways of raising capital, and we seek to demonstrate the benefits of listing shares on our exchange. Our primary competitor for larger company stock share listings in the U.S. is NYSE.
There are competing ways of raising capital, and we seek to demonstrate the benefits of listing shares on our exchange. Our primary competitor for larger company stock share listings in the U.S. is NYSE.
Our Capital Access Platforms segment includes Data & Listing Services, Index and Workflow & Insights. Data & Listing Services Our North American and European data products enhance transparency of market activity within our exchanges and provide critical information to professional and non-professional investors globally.
We offer a suite of products to assist companies in managing corporate governance standards. Our Capital Access Platforms segment comprises Data & Listing Services, Index and Workflow & Insights. Data & Listing Services Our North American and European data products enhance transparency of market activity within our exchanges and provide critical information to professional and non-professional investors globally.
In Finland, Sweden and Estonia, decisions to list new companies on the main market are made by listing committees that have external members in addition to members from each respective exchange and in the other countries the decision is made either by the respective president of the exchange or by the executive board. 14 If there is suspicion that a listed company or member has acted in breach of exchange regulations, the matter is handled by the respective surveillance department.
In Finland, Sweden and Estonia, decisions to list new companies on the main market are made by listing committees that have external members in addition to members from each respective exchange and in the other countries the decision is made either by the respective president of the exchange or by the executive board.
Intellectual Property We believe that our intellectual property assets are important for maintaining the competitive differentiation of our products, systems, software and services, enhancing our ability to access technology of third parties and maximizing our return on research and development investments. 9 To support our business objectives and benefit from our investments in research and development, we actively create and maintain a wide array of intellectual property assets, including patents and patent applications related to our innovations, products and services; trademarks related to our brands, products and services; copyrights in software and creative content; trade secrets; and through other intellectual property rights, licenses of various kinds and contractual provisions.
To support our business objectives and benefit from our investments in research and development, we actively create and maintain a wide array of intellectual property assets, including patents and patent applications related to our innovations, products and services; trademarks related to our brands, products and services; copyrights in software and creative content; trade secrets; and through other intellectual property rights, licenses of various kinds and contractual provisions.
The implementation of MiFID II and MiFIR has resulted in further competitive pressure on our European trading business. SIs are attracting a significant share of electronically matched volume and compete aggressively for the trading of equity securities listed on our Nordic exchanges. Different bilateral trading systems pursuing block business also remain active in Europe.
SIs are attracting a significant share of electronically matched volume and compete aggressively for the trading of equity securities listed on our Nordic exchanges. Different bilateral trading systems pursuing block business also remain active in Europe. Our European fixed income and commodities products and services are subject to competitive pressure from European exchanges and clearinghouses.
These products are listed on Nasdaq Oslo ASA, except for seafood, which is listed on Fish Pool, a third-party platform. In June 2023, we entered into an agreement to sell our European energy trading and clearing business, subject to regulatory approval. Nasdaq Oslo ASA is the commodity derivatives exchange for European products.
These products are listed on Nasdaq Oslo ASA, except for seafood, which is listed on Fish Pool, a third-party platform. In June 2023, we entered into an agreement to sell our Nordic power trading and clearing business, which was subsequently terminated in June 2024.
As of December 31, 2023, a total of 4,044 companies listed securities on The Nasdaq Stock Market, with 1,443 listings on The Nasdaq Global Select Market, 1,269 on The Nasdaq Global Market and 1,332 on The Nasdaq Capital Market.
As of December 31, 2024, a total of 4,075 companies listed securities on The Nasdaq Stock Market, with 1,383 listings on The Nasdaq Global Select Market, 1,366 on The Nasdaq Global Market and 1,326 on The Nasdaq Capital Market.
Compensation and Benefits Our Total Rewards program is designed to attract, retain, and empower employees to successfully execute our growth strategy and our mission to better serve our clients. Our comprehensive Total Rewards program reflects our commitment to protecting our employees’ health, well-being and financial security.
Compensation and Benefits Our Total Rewards program is designed to attract, retain, and empower employees to successfully execute our growth strategy and our mission to better serve our clients.
Puro.earth’s marketplace capabilities add to our suite of ESG-focused technologies and workflow solutions and give our clients further resources to achieve their ESG objectives. Enablers, Differentiators and Competition Technology Technology plays a key role in ensuring the growth, reliability and regulation of financial markets.
Puro.earth offers engineered carbon removal instruments that are verified and tradable through an open, online platform. Puro.earth’s marketplace capabilities add to our suite of sustainability-focused technologies and workflow solutions and give our clients further resources to achieve their sustainability objectives. ENABLERS, DIFFERENTIATORS AND COMPETITION Technology Technology plays a key role in ensuring the growth, reliability and regulation of financial markets.
The Listings Services business in Europe is characterized by a large number of exchanges competing for new or secondary listings. Each country has one or more national exchanges, which are often the first choice of companies in each respective country.
Additionally, we face competition from private equity firms that may elect to keep their portfolio companies as private companies. The Listings Services business in Europe is characterized by a large number of exchanges competing for new or secondary listings. Each country has one or more national exchanges, which are often the first choice of companies in each respective country.
In cash equities in the U.S., we compete with exchanges operated by Cboe, ICE, MIAX, The Investors Exchange, Members Exchange and Long Term Stock Exchange. We also face competition from ATSs, known as “dark pools,” and other less-heavily regulated broker-owned trade facilitation systems, as well as from other types of OTC trading.
We also face competition from ATSs, known as “dark pools,” and other less-heavily regulated broker-owned trade facilitation systems, as well as from other types of OTC trading. In Canada, our cash equities exchange competes principally with exchanges such as the Toronto Stock Exchange, or TSX. Our U.S.
Our environmental footprint is relatively small due to the nature of our business operations. We remain committed to reducing our environmental impact, focusing on several key areas, including our energy use, the management of our workspaces and how we conduct business travel, and engagement with our value chain.
We remain committed to reducing our environmental impact, focusing on several key areas, including our energy use, the management of our workspaces and how we conduct business travel, and engagement with our value chain. We seek to reduce our atmospheric carbon emissions and we manage our water use and the waste associated with our business operations.
In 2023, Nasdaq employees raised over $450,000, including donations and matches, supporting almost 600 charities worldwide. 17 Nasdaq’s “Purpose” comprises our philanthropic, community outreach, entrepreneurial support and employee volunteerism programs, all designed to leverage our unique place at the center of capital creation, markets, and technology and drive stronger economies, more equitable opportunities and contribute to a more sustainable world.
Community Involvement Nasdaq’s “Purpose” initiative comprises our philanthropic, community outreach, entrepreneurial support and employee volunteerism programs, all designed to leverage our unique place at the center of capital creation, markets, and technology and drive stronger economies, more equitable opportunities and contribute to a more sustainable world.
During 2023, we continued a series called the Manager Forum, facilitated by our CEO and other senior and mid-career leaders, to engage managers in sustained leadership development, alongside our existing formal leadership development curriculum.
Our workforce voluntary attrition rate during 2024 was approximately 6.7%, which was nearly one percentage point lower than 2023. During 2024, we continued a series called the Manager Forum, facilitated by our CEO and other senior and mid-career leaders, to engage managers in sustained leadership development, alongside our existing formal leadership development curriculum.
More than 100 ETPs worldwide track indices in the NDX ecosystem, and had nearly $360 billion in assets tracking the index as of December 31, 2023. We provide index data products based on Nasdaq indices.
More than 150 ETPs worldwide track indices in the NDX ecosystem, which had over $520 billion in assets tracking the indices as of December 31, 2024, or 80% of total AUM. We provide index data products based on Nasdaq indices.
As the administrator, The Nasdaq Stock Market manages the distribution of market data, the collection of the resulting market data revenue, and the dissemination of that revenue to plan members in accordance with the terms of the UTP Plan and of Regulation NMS. 12 In September 2023, the SEC adopted an order to require changes to the governance of securities information processors.
As the administrator, The Nasdaq Stock Market manages the distribution of market data, the collection of the resulting market data revenue, and the dissemination of that revenue to plan members in accordance with the terms of the UTP Plan and of Regulation NMS. Regulation SCI.
All trades with Nasdaq Oslo ASA are subject to clearing with Nasdaq Clearing, which offers central counterparty clearing services for commodities options and futures. We also own a majority stake in Puro.earth, a Finnish-based leading platform for carbon removal. Puro.earth offers engineered carbon removal instruments that are verified and tradable through an open, online platform.
Nasdaq Oslo ASA is the commodity derivatives exchange for European products. All trades with Nasdaq Oslo ASA are subject to clearing with Nasdaq Clearing, which offers CCP clearing services for commodities options and futures. We also own a majority stake in Puro.earth, a Finnish-based leading platform for carbon removal.
We also migrated two additional exchanges to the cloud, in addition to the options exchange that we migrated in 2022. We believe that migrating our exchanges to the cloud, through our partnership with AWS will result in improved performance and increased flexibility for our customers.
We believe that migrating our exchanges to the cloud, through our partnership with AWS, will result in improved performance and increased flexibility for our customers. We expect to move additional markets to the cloud with AWS during the next several years.
A Culture of Inclusion At Nasdaq, three pillars guide our diversity, equity and inclusion efforts: Workforce, Workplace and Marketplace . Workforce seeks to ensure that our employee population is representative of the communities in which we operate. Workplace seeks to create a positive, equitable workplace experience for all employees of Nasdaq.
A Culture of Inclusion At Nasdaq, three pillars guide our inclusion efforts: Workforce, Workplace and Marketplace . • Workforce seeks to ensure that our employee population is representative of the communities in which we operate. • Workplace seeks to create a positive, equitable workplace experience for all employees of Nasdaq. • Marketplace aims to positively influence our peers in the capital market ecosystem and invest in the local communities where we operate. 14 Workplace Demographics Our global female employee base in 2024 was approximately 36%.
The 2023 new listings were comprised of the following: Operating company IPOs 103 SPAC IPOs 27 Switches from the New York Stock Exchange LLC, or NYSE, and the NYSE American LLC, or NYSE American 18 Upgrades from OTC 18 ETPs and Other Listings 164 Total 330 The Nasdaq Stock Market IPO win rates: 2023 total 82 % Operating companies 81 % During 2023, we had 18 new listings resulting from companies switching their listings from NYSE or NYSE American to join The Nasdaq Stock Market.
The 2024 new listings were comprised of the following: Operating company IPOs 130 SPAC IPOs 50 Switches from the New York Stock Exchange LLC, or NYSE, and the NYSE American LLC, or NYSE American 17 Upgrades from OTC 22 ETPs and Other Listings 244 Total 463 The Nasdaq Stock Market eligible IPO win rates: 2024 total 82 % Operating companies 80 % During 2024, we had 17 new listings resulting from operating companies switching their listings from NYSE or NYSE American to join The Nasdaq Stock Market as well as 13 ETP switches, included in ETPs and other listings in the table above.
We continue to launch new ESG solutions as discussed further in “Environmental, Social and Governance Matters” below. Financial Technology The Financial Technology segment delivers world leading platforms that improve the liquidity, transparency and integrity of the global economy by architecting and operating the world’s best markets. This segment comprises Financial Crime Management Technology, Regulatory Technology and Capital Markets Technology solutions.
Financial Technology The Financial Technology segment delivers world leading platforms that improve the liquidity, transparency and integrity of the global economy by architecting and operating the world’s best markets. This segment comprises Financial Crime Management Technology, Regulatory Technology and Capital Markets Technology businesses.
The regulated entities have decision-making power and can adopt policies and procedures and retain resources to manage all operations subject to their license.
As a result, we have a strong local presence in each jurisdiction in which we operate regulated businesses. The regulated entities have decision-making power and can adopt policies and procedures and retain resources to manage all operations subject to their license.
We also operate a U.S. corporate bond exchange for the listing of corporate bonds. Market Services also includes revenues from U.S. Tape plans. The plan administrators sell quotation and last sale information for all transactions, whether traded on The Nasdaq Stock Market or other exchanges, to market participants and to data distributors, who then provide the information to subscribers.
The plan administrators sell quotation and last sale information for all transactions, whether traded on The Nasdaq Stock Market or other exchanges, to market participants and to data distributors, who then provide the information to subscribers.
Risk Factors,” in this Annual Report on Form 10-K for further discussion. 6 We are focused on amplifying the impact that artificial intelligence, or AI, has on the business and in our products. We continue to develop products and services using AI, including generative AI, and the use of AI in product development is a priority for us in 2024.
We are focused on amplifying the impact that AI has on the business and in our products. We continue to develop products and services using AI, including generative AI, and the use of AI in product development remains a priority for us in 2025.
We also continued our efforts to create a diverse and inclusive work environment of equal opportunity, where employees feel respected and valued for their contributions, and where Nasdaq and its employees have opportunities to make positive contributions to our local communities. As of December 31, 2023, Nasdaq had 8,525 full and part-time employees, including employees of non-wholly owned consolidated subsidiaries.
We also continued our efforts to create an inclusive work environment of equal opportunity, where employees feel respected and valued for their contributions, and where Nasdaq and its employees have opportunities to make positive contributions to our local communities.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeGAAP and U.S. securities laws and regulations, including the Sarbanes-Oxley Act of 2002, required as a result of our status as a reporting company under the Exchange Act; • the coordination of geographically separate organizations; • the coordination and consolidation of ongoing and future research and development efforts; • possible tax costs or inefficiencies associated with integrating the operations of a combined company; • pre-tax restructuring and revenue investment costs; • the retention of strategic partners and attracting new strategic partners; and • negative impacts on employee morale and performance as a result of job changes and reassignments.
Biggest changeGAAP and U.S. securities laws and regulations, including the Sarbanes-Oxley Act of 2002, required as a result of our status as a reporting company under the Exchange Act; • the coordination of geographically separate organizations; • the coordination and consolidation of ongoing and future research and development efforts; • possible tax costs or inefficiencies associated with integrating the operations of a combined company; • the retention of strategic partners and attracting new strategic partners; and • negative impacts on employee morale and performance as a result of job changes and reassignments. 21 Foreign acquisitions, or acquisitions involving companies with numerous foreign subsidiaries, involve risks in addition to those mentioned above, including those related to integration of operations across different cultures and languages, our ability to enforce contracts in various jurisdictions, currency risks and the particular economic, political and regulatory risks associated with specific countries.
Marketplaces in both Europe and the U.S. have also merged to achieve greater economies of scale and scope. Regulatory changes also have facilitated the entry of new participants in the European Union that compete with our European markets. The regulatory environment, both in the U.S. and in Europe, is structured to maintain this environment of intense competition.
Marketplaces in both U.S. and Europe have also merged to achieve greater economies of scale and scope. Regulatory changes also have facilitated the entry of new participants in the European Union that compete with our European markets. The regulatory environment, both in the U.S. and in Europe, is structured to maintain this environment of intense competition.
We enforce minimum financial and operational criteria for membership eligibility, require members and investors to provide collateral, and maintain established risk policies and procedures to ensure that the counterparty risks are properly monitored and proactively managed; however, none of these measures provides absolute assurance against experiencing financial losses from defaults by our counterparties on their obligations.
We enforce minimum financial and operational criteria for membership eligibility, require members and investors to provide collateral, and maintain established risk policies and procedures to ensure that the counterparty risks are properly monitored and proactively managed; however, none of these measures provides absolute assurance against 20 experiencing financial losses from defaults by our counterparties on their obligations.
These rating agencies regularly evaluate us, and their ratings of our long-term debt and commercial paper are based on a number of factors, including our financial strength and corporate development activity, as well as factors not entirely within our control, including 24 conditions affecting our industry generally. There can be no assurance that we will maintain our current ratings.
These rating agencies regularly evaluate us, and their ratings of our long-term debt and commercial paper are based on a number of factors, including our financial strength and corporate development activity, as well as factors not entirely within our control, including conditions affecting our industry generally. There can be no assurance that we will maintain our current ratings.
Because a significant percentage of our revenues is tied directly to the volume or value of securities traded and cleared on our markets, it is likely that a general decline in trading and clearing volumes or values would lower revenues and may adversely affect our operating results if we are unable to offset falling volumes or values through pricing changes.
Because a significant 18 percentage of our revenues is tied directly to the volume or value of securities traded and cleared on our markets, it is likely that a general decline in trading and clearing volumes or values would lower revenues and may adversely affect our operating results if we are unable to offset falling volumes or values through pricing changes.
Additionally, some colocation customers may lack adequate disaster recovery solutions to avoid loss of trade flow from a sustained interruption of our critical systems. Because we have operations in numerous countries, we are exposed to currency risk. We have operations in the U.S., the Nordic and Baltic countries, Canada, the United Kingdom, Australia and many other foreign countries.
Additionally, some colocation customers may lack adequate disaster recovery solutions to avoid loss of trade flow from a sustained interruption of our critical systems. 30 Because we have operations in numerous countries, we are exposed to currency risk. We have operations in the U.S., the Nordic and Baltic countries, Canada, the United Kingdom, Australia and many other foreign countries.
Based on an evaluation of these factors, the board may determine not to declare future dividends at all or to declare future dividends at a reduced amount. 32 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.
Based on an evaluation of these factors, the board may determine not to declare future dividends at all or to declare future dividends at a reduced amount. 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.
Compliance with laws and regulations concerning cybersecurity, data privacy and data usage could result in significant expense, and any failure to comply could result in proceedings against us by regulatory authorities or other third parties. Costs for bolstering cybersecurity capabilities, and increased cybersecurity and data privacy compliance costs, could adversely impact our business, financial condition and operating results.
Compliance with laws and regulations concerning cybersecurity, data privacy, resiliency and data usage could result in significant expense, and any failure to comply could result in proceedings against us by regulatory authorities or other third parties. Costs for bolstering cybersecurity capabilities, and increased cybersecurity and data privacy compliance costs, could adversely impact our business, financial condition and operating results.
As cybersecurity threats continue to increase in frequency and sophistication, and as the domestic and international regulatory and compliance structure related to information, cybersecurity, data privacy and data usage becomes increasingly complex and exacting, we may be required to devote significant additional resources to strengthen our cybersecurity capabilities, and to identify and remediate any security vulnerabilities.
As cybersecurity threats continue to increase in frequency and sophistication, and as the domestic and international regulatory and compliance structure related to information, cybersecurity, data privacy, resiliency and data usage becomes increasingly complex and exacting, we may be required to devote significant additional resources to strengthen our cybersecurity capabilities, and to identify and remediate any security vulnerabilities.
There is no assurance that our policies and procedures will always be effective or that we will always be successful in monitoring or evaluating the risks to which we are or may be exposed. 25 Our regulated markets are subject to audits, investigations, administrative proceedings and enforcement actions relating to compliance with applicable rules and regulations.
There is no assurance that our policies and procedures will always be effective or that we will always be successful in monitoring or evaluating the risks to which we are or may be exposed. Our regulated markets are subject to audits, investigations, administrative proceedings and enforcement actions relating to compliance with applicable rules and regulations.
In recent years, there has been increased regulatory and governmental focus on issues affecting the securities markets, including market structure, 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.
In recent years, there has been increased regulatory and governmental focus on issues affecting the securities markets, including market 25 structure, 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.
Furthermore, any future transactions could entail a number of additional risks, including: • the inability to maintain key pre-transaction business relationships; • increased operating costs; • the inability to meet our target for return on invested capital; • increased debt obligations, which may adversely affect our targeted debt ratios; • risks to the continued achievement of our strategic direction; • risks associated with divesting employees, customers or vendors when divesting businesses or assets; • declines in the value of investments; • exposure to unanticipated liabilities, including after a transaction is completed; • incurred but unreported claims for an acquired company; • difficulties in realizing projected efficiencies, synergies and cost savings; and • changes in our credit rating and financing costs.
Furthermore, any future transactions could entail a number of additional risks, including: • the inability to maintain key pre-transaction business relationships; • increased operating costs; • the inability to meet our target for return on invested capital; • increased debt obligations, which may adversely affect our targeted debt ratios; • changes in our credit rating and financing costs; • risks to the continued achievement of our strategic direction; • risks associated with divesting employees, customers or vendors when divesting businesses or assets; • declines in the value of investments; • exposure to unanticipated liabilities, including after a transaction is completed; • incurred but unreported claims for an acquired company; and • difficulties in realizing projected efficiencies and synergies.
Moreover, our AI-related product initiatives and offerings, or use in our internal business operations, may give rise to risks related to harmful content, accuracy, bias, discrimination, intellectual property infringement, the ability to obtain intellectual property protection, misappropriation or leakage, defamation, data privacy, and cybersecurity, among others.
Moreover, our AI-related product initiatives and offerings, or use in our internal business operations, may give rise to risks related to harmful content, accuracy, bias, discrimination, intellectual property infringement, the ability to obtain intellectual property protection, misappropriation or leakage of intellectual property, defamation, data privacy, and cybersecurity, among others.
Competition for key personnel in 21 the various localities and business segments in which we operate is intense. We have, and may continue to, experience higher compensation costs to retain personnel, and hire new talent, that may not be offset by improved productivity, higher revenues or increased sales.
Competition for key personnel in the various localities and business segments in which we operate is intense. We have, and may continue to, experience higher compensation costs to retain personnel, and hire new talent, that may not be offset by improved productivity, higher revenues or increased sales.
Such regulations may impact our operational, contracting and compliance costs by requiring the implementation of new risk management procedures, requirements for procuring information and communication 26 technology services, and ongoing processes to monitor compliance; failure to maintain compliance may cause us to be subject to regulatory actions and fines.
Such regulations may impact our operational, contracting and compliance costs by requiring the implementation of new risk management procedures, requirements for procuring information and communication technology services, and ongoing processes to monitor compliance; failure to maintain compliance may cause us to be subject to regulatory actions and fines.
Professional subscriptions to our data products are at risk if staff reductions occur in financial services companies or if our customers consolidate, which could result in significant reductions in our professional user revenue or expose us to increased risks relating to dependence on a smaller number of 18 customers.
Professional subscriptions to our data products are at risk if staff reductions occur in financial services companies or if our customers consolidate, which could result in significant reductions in our professional user revenue or expose us to increased risks relating to dependence on a smaller number of customers.
Additionally, the likelihood of such errors or vulnerabilities is heightened as we acquire new products from third parties, whether as a result of acquisitions or otherwise. Data, other content or information that we distribute may contain errors or be delayed, causing reputational harm.
Additionally, the likelihood of such errors or vulnerabilities is heightened as we acquire new products from third parties, whether as a result of acquisitions or otherwise. 29 Data, other content or information that we distribute may contain errors or be delayed, causing reputational harm.
Significant inflation or disproportionate changes in foreign exchange rates with respect to one or more of these currencies could occur as a result of general economic conditions, acts of war or terrorism, changes in governmental monetary or tax policy, changes in local interest rates or other factors.
Significant inflation or disproportionate changes in foreign exchange rates with respect to one or more of these currencies could occur as a result of general economic conditions, acts of war or terrorism, changes in governmental monetary, trade or tax policy, changes in local interest rates or other factors.
Legal and contractual requirements relating to the processing, including, but not limited to, collection, storage, handling, use, disclosure, transfer and security, of personal data continue to evolve and regulatory scrutiny and customer requirements in this area are increasing around the world.
Legal and contractual requirements relating to the processing, including, but not limited to, collection, storage, handling, use, disclosure, transfer and security, and brokering, of personal data continue to evolve and regulatory scrutiny and customer requirements in this area are increasing around the world.
Various issues may give rise to reputational risk, including issues relating to: • our ability to maintain the security of our data and systems; • the quality and reliability of our technology platforms and systems; • the ability to fulfill our regulatory obligations; • the ability to execute our business plan, key initiatives or new business ventures and the ability to keep up with changing customer demand; • the representation of our business in the media; • the accuracy of our financial statements, other financial and statistical information or ESG-related disclosures; • the accuracy of our financial guidance or other information provided to our investors; • the quality of our corporate governance structure; • the quality of our products the reliability of our solutions and the accuracy of our information and data offerings; • the quality of our disclosure controls or internal controls over financial reporting, including any failures in supervision; • extreme price volatility on our markets; • any negative publicity surrounding our listed companies or our listing rules; • 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 • any misconduct, fraudulent activity or theft by our employees or other persons formerly or currently associated with us.
Various issues may give rise to reputational risk, including issues relating to: • our ability to maintain the security of our data and systems; • the quality and reliability of our technology platforms and systems; • the ability to fulfill our regulatory obligations; • the ability to execute our business plan, key initiatives or new business ventures and the ability to keep up with changing customer demand; • the representation of our business in the media; • the accuracy of our financial statements, other financial and statistical information or sustainability-related disclosures; • the accuracy of our financial guidance or other information provided to our investors; • the quality of our corporate governance structure; • the quality of our products the reliability of our solutions and the accuracy of our information and data offerings; 27 • the quality of our disclosure controls or internal controls over financial reporting, including any failures in supervision; • extreme price volatility on our markets; • any negative publicity surrounding our listed companies or our listing rules; • 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 • any misconduct, fraudulent activity or theft by our employees or other persons formerly or currently associated with us.
We communicate certain ESG-related initiatives, goals, and/or commitments regarding environmental matters, social matters, vendors and suppliers and other matters in our annual Sustainability Report, Task Force on Climate-related Financial Disclosures, 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 Force on Climate-related Financial Disclosures Report, on our website, in our filings with the SEC and elsewhere.
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. Item 1B. Unresolved Staff Comments None.
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. 31 Item 1B. Unresolved Staff Comments None.
These initiatives, goals, or commitments, such as our commitment to achieve net-zero for Scope 3 greenhouse gas emissions by 2050, could be difficult to achieve and costly to implement. We could fail to achieve, or be perceived to fail to achieve, these initiatives, goals, or commitments.
These goals or commitments, such as our commitment to achieve net-zero for Scope 3 greenhouse gas emissions by 2050, could be difficult to achieve and costly to implement. Our initiatives could fail to achieve, or be perceived to fail to achieve, these goals or commitments.
Our business performance is impacted by a number of factors, including general economic conditions, current or expected inflation, interest rate fluctuations, market volatility, changes in investment patterns and priorities, pandemics and other factors that are generally beyond our control.
Our business performance is impacted by a number of factors, including general economic conditions, current or expected inflation, interest rate fluctuations, market volatility, changes in investment patterns and priorities, regulatory shifts, pandemics and other factors that are generally beyond our control.
In addition, we could be criticized for the timing, scope or nature of these initiatives, goals, or commitments, or for any revisions to them. We could be subject to litigation or regulatory enforcement actions regarding the accuracy, adequacy, or completeness of our ESG-related disclosures.
In addition, we could be criticized for the timing, scope or nature of these initiatives, goals, or commitments, or for any revisions to them. We could be subject to litigation or regulatory enforcement actions regarding the accuracy, adequacy, or completeness of our sustainability-related disclosures.
If an event of default occurs, and we are unable to receive a waiver of default, our lenders may increase our borrowing costs, restrict our ability to obtain additional borrowings and accelerate repayment of all amounts outstanding.
If an event of default or cross-default occurs, and we are unable to receive a waiver of default, our lenders may increase our borrowing costs, restrict our ability to obtain additional borrowings and accelerate repayment of all amounts outstanding.
Our industry is risky and unpredictable and is directly affected by many national and international factors beyond our control, including: • economic, political and geopolitical market conditions; • natural disasters, terrorism, pandemics, war or other catastrophes; • broad trends in finance and technology; • changes in price levels and volatility in the stock markets; • the level and volatility of interest rates; • volatility in commodity markets, including the energy markets; • inflation; • disruptions or delays in our supply chains; 30 • changes in government monetary or tax policy; • the imposition of governmental economic sanctions on countries in which we do business or where we plan to expand our business; and • the perceived attractiveness of the U.S. or European capital markets.
Our industry is risky and unpredictable and is directly affected by many national and international factors beyond our control, including: • economic, political and geopolitical market conditions; • natural disasters, terrorism, pandemics, war or other catastrophes; • broad trends in finance and technology; • changes in price levels and volatility in the stock markets; • the level and volatility of interest rates; • volatility in commodity markets, including the energy markets; • inflation; • disruptions or delays in our supply chains; • changes in government monetary or tax policy; • 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 • the perceived attractiveness of the U.S. or European capital markets.
There 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 2023, 2022 and 2021. We may experience future events that may result in asset impairments.
There 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. We may experience future events that may result in asset impairments.
In our technology operations, we have invested substantial amounts in the development of system platforms, the rollout of our platforms and the adoption of new technologies, including cloud-based infrastructure and artificial intelligence for certain of our offerings. Although investments are carefully planned, there can be no assurance that the demand for such platforms or technologies will justify the related investments.
In our technology operations, we have invested substantial amounts in the development of system platforms, the rollout of our platforms and the adoption of new technologies, including cloud-based infrastructure and AI for certain of our offerings. Although investments are carefully planned, there can be no assurance that the demand for such platforms or technologies will justify the related investments.
Unsuccessful, lengthy, or costly customer implementation projects could result in claims from customers, decreased customer satisfaction, harm to our reputation, and opportunities for competitors to displace us, each of which could have an adverse effect on our reputation, business and results of operations. 29 Our reputation or business could be negatively impacted by ESG matters and our reporting of such matters.
Unsuccessful, lengthy, or costly customer implementation projects could result in claims from customers, decreased customer satisfaction, harm to our reputation, and opportunities for competitors to displace us, each of which could have an adverse effect on our reputation, business and results of operations. Our reputation or business could be negatively impacted by sustainability matters and our reporting of such matters.
AWS operates a platform that we use to provide services to our clients, and therefore we are vulnerable to service outages on the AWS platform that affect Nasdaq workloads running or stored in the AWS environment.
AWS operates a platform that we use to provide exchange and other services to our clients, and therefore we are vulnerable to service outages on the AWS platform that affect Nasdaq workloads running or stored in the AWS environment.
The authorities are also entitled to request that we adopt measures in order to ensure that we continue to fulfill the authorities’ requirements. We are also subject to current and forthcoming regulations applicable to the financial services sector generally including, but not limited to, the Digital Operational Resilience Act, or DORA, which will become effective in 2025.
The authorities are also entitled to request that we adopt measures in order to ensure that we continue to fulfill the authorities’ requirements. We are also subject to current and forthcoming regulations applicable to the financial services sector generally including, but not limited to, the Digital Operational Resilience Act, or DORA, which became effective in January 2025.
The difficulties, costs and delays that could be encountered may include: • difficulties, costs or complications in combining the companies’ operations, including technology platforms, and security measures and infrastructure that may need greater remediation than anticipated, which could lead to us not achieving the synergies we anticipate or customers not renewing their contracts with us as we migrate platforms; 22 • incompatibility of systems and operating methods; • reliance on, or provision of, transition services; • inability to use capital assets efficiently to develop the business of the combined company; • difficulties of complying with government-imposed regulations in the U.S. and abroad, which may be conflicting; • resolving possible inconsistencies in standards, controls, procedures and policies, business cultures and compensation structures; • the diversion of management’s attention from ongoing business concerns and other strategic opportunities; • difficulties in operating businesses we have not operated before; • difficulties of integrating multiple acquired businesses simultaneously; • the retention of key employees and management; • the implementation of disclosure controls, internal controls and financial reporting systems at non-U.S. subsidiaries to enable us to comply with U.S.
The difficulties, costs and delays that could be encountered may include: • difficulties, costs or complications in combining the companies’ operations, including technology platforms, security measures and infrastructure or regulatory or legal non-compliance that may need greater remediation than anticipated, which could lead to us not achieving the synergies or efficiencies we anticipate or customers not renewing their contracts with us as we migrate platforms; • incompatibility of systems and operating methods; • reliance on, or provision of, transition services; • inability to use capital assets efficiently to develop the business of the combined company and achieve revenue growth, including cross-sell activity; • difficulties of complying with government-imposed regulations in the U.S. and abroad, which may be conflicting; • resolving possible inconsistencies in standards, controls, procedures and policies, business cultures and compensation structures; • the diversion of management’s attention from ongoing business concerns and other strategic opportunities; • difficulties in operating businesses we have not operated before; • difficulties of integrating multiple acquired businesses simultaneously; • the retention of key employees and management; • the implementation of disclosure controls, internal controls and financial reporting systems at non-U.S. subsidiaries to enable us to comply with U.S.
Competitors may develop market trading platforms that are more competitive than ours. Competitors may leverage data more effectively or enter into strategic partnerships, mergers or acquisitions that could make their trading, listings, clearing, data or technology businesses more competitive than ours. We face intense price competition in all areas of our business.
Some of these competitors also are our customers. Competitors may develop market trading platforms that are more competitive than ours. Competitors may leverage data more effectively or enter into strategic partnerships, mergers or acquisitions that could make their trading, listings, clearing, data or technology businesses more competitive than ours. We face intense price competition in all areas of our business.
Our artificial intelligence initiatives under development and the use of artificial intelligence 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.
Our 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.
Our markets and the markets that rely on our technology have experienced systems failures and delays in the past and we could experience future systems failures and delays.
Our markets and the markets that rely on our technology have experienced system failures and delays in the past and we could experience future system failures and delays.
Our Corporate Solutions business is also impacted by declines in the listings market or increases in acquisitions activity as there may be fewer publicly-traded customers that need our products.
Our corporate solutions business is also impacted by declines in the listings market or increases in acquisitions, privatizations or bankruptcies as there may be fewer publicly-traded customers that need our products.
Our leverage and reliance on the capital markets could: • reduce funds available to us for operations and general corporate purposes or for capital expenditures as a result of the dedication of a substantial portion of our consolidated cash flow from operations to the payment of principal and interest on our indebtedness; • increase our exposure to a continued downturn in general economic conditions; • place us at a competitive disadvantage compared with our competitors with less debt; • affect our ability to obtain additional financing in the future for refinancing indebtedness, acquisitions, working capital, capital expenditures or other purposes; and • increase our cost of debt and reduce or eliminate our ability to issue commercial paper.
Our leverage and reliance on the capital markets could: • reduce funds available to us for operations and general corporate purposes or for capital expenditures as a result of the dedication of a substantial portion of our consolidated cash flow from operations to the payment of principal and interest on our indebtedness; • increase our exposure to a continued downturn in general economic conditions; • place us at a competitive disadvantage compared with our competitors with less debt; • affect our ability to obtain additional financing in the future for refinancing indebtedness, acquisitions, working capital, capital expenditures or other purposes; and • increase our cost of debt and reduce or eliminate our ability to issue commercial paper. 23 In addition, we must comply with the covenants in our credit facilities.
For example, we must continue to enhance our platforms to remain competitive as well as to address our regulatory responsibilities, and our business will be negatively affected if our platforms or the technology solutions we sell to our customers fail to function as expected.
For example, we must continue to enhance our platforms and, where relevant, 19 our customers', to remain competitive as well as to address our regulatory responsibilities, and our business will be negatively affected if our platforms or the technology solutions we sell to our customers fail to function as expected.
Any actual cost savings and synergies may be lower than we expect and may take a longer time to achieve than we anticipate, and we may fail to realize the anticipated benefits of acquisitions.
Any actual efficiencies and synergies may be lower than we expect and may take a longer time to achieve than we anticipate, and we may fail to realize the anticipated benefits of acquisitions.
Our actual or perceived failure to achieve our ESG-related initiatives, goals, or commitments could negatively impact our reputation or otherwise materially harm our business. 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.
Our actual or perceived failure to achieve, or stakeholder dissatisfaction of, our sustainability-related goals or commitments could negatively impact our reputation or otherwise materially harm our business. 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.
In addition, a high proportion of business in the securities markets is becoming concentrated in a smaller number of institutions and our revenue may therefore become concentrated in a smaller number of customers. We also compete globally with other regulated exchanges and markets, ATSs, MTFs and other traditional and non-traditional execution venues. Some of these competitors also are our customers.
In addition, a high proportion of business in the securities markets is becoming concentrated in a smaller number of institutions and our revenue may therefore become concentrated in a smaller number of customers. 17 We also compete globally with other regulated exchanges and markets, ATSs, MTFs and other traditional and non-traditional execution venues.
In addition, we must comply with the covenants in our credit facilities. Among other things, these covenants restrict our ability to effect certain fundamental transactions, dispose of certain assets, incur additional indebtedness and grant liens on assets. Failure to meet any of the covenant terms of our credit facilities could result in an event of default.
Among other things, these covenants restrict our ability to effect certain fundamental transactions, dispose of certain assets, incur additional indebtedness and grant liens on assets. Failure to meet any of the covenant terms of our credit facilities could result in an event of default.
Our leverage limits our financial flexibility, increases our exposure to weakening economic conditions and may adversely affect our ability to obtain additional financing. Our indebtedness as of December 31, 2023 was $10.5 billion.
Our leverage limits our financial flexibility, increases our exposure to weakening economic conditions and may adversely affect our ability to obtain additional financing. Our indebtedness as of December 31, 2024 was $9.5 billion.
To the extent that any of our vendors or other third-party service providers experiences difficulties or a significant disruption, breach or outage, materially changes their business relationship with us or is unable for any reason to perform their obligations, including due to geopolitical instability, our business or our reputation may be materially adversely affected.
To the extent that any of our vendors or other third-party service providers experience difficulties or a significant disruption, breach or outage, materially changes their business relationship with us or fails or delays for any reason to perform their obligations, including due to geopolitical instability, our business or our reputation may be materially adversely affected.
Poor economic conditions may result in a reduction in the demand for our products and services, including our market technology, fraud detection, AML and surveillance solutions, data, indices and corporate solutions, or could result in a decline in the number of IPOs, reduced trading volumes or values and deterioration of the economic welfare of our listed companies, which could cause an increase in delistings.
Poor economic conditions may result in a reduction in the demand for our products and services, including data, indices and corporate solutions, or could result in a decline in the number of IPOs, reduced trading volumes or values and deterioration of the economic welfare of our listed companies, which could cause an increase in delistings.
Any system issue, whether as a result of an intentional breach, collateral damage from a new virus or a non-malicious act, the use of artificial intelligence by bad actors, including the use of such tools to engage in social engineering or similar activities, or due to a cybersecurity breach of a customer that results in a loss of our data or compromises our systems or those of our other customers utilizing the same products, could damage our reputation and result in: a loss of customers; disrupted customer relationships; the loss of our intellectual property or sensitive 20 data; lower trading volumes or values, significant liabilities, litigation or regulatory fines or otherwise have a negative impact on our business, our products and services, financial condition and operating results.
Any system issue, whether as a result of an intentional breach, collateral damage from a cybersecurity incident involving our supply chain vendors, a negligent or malicious act by an insider, or the use of AI by bad actors, including the use of such tools to engage in social engineering or similar activities, or due to a cybersecurity breach of a customer that results in a loss of our data or compromises our systems or those of our other customers utilizing the same products, could damage our reputation and result in: a loss of customers; disrupted customer relationships; the loss of our intellectual property or sensitive data; lower trading volumes or values, significant liabilities, litigation or regulatory fines; or otherwise have a negative impact on our business, our products and services, financial condition and operating results.
Interruptions or delays in services from our third-party providers could impair the delivery of our services and harm our business.
Interruptions or delays in services from our third-party providers could impair our services or their delivery and harm our business.
In 2023, we again experienced a decrease in new listings from IPOs, including SPACs, and an increase in delistings. A prolonged decrease in the number of listings, or failure of existing SPACs to successfully complete transactions with target companies and dissolve, could negatively impact the growth of our revenues.
A prolonged decrease in the number of listings, failure of existing SPACs to successfully complete transactions with target companies and dissolve or an increase in the number of delistings, could negatively impact the growth of our revenues.
Future disruptions to our business, prolonged economic weakness, due to pandemics or otherwise, or significant declines in operating results at any of our reporting units or businesses, may result in impairment charges to goodwill, intangible assets or other long-lived assets. A significant impairment charge in the future could have a material adverse effect on our operating results.
Future disruptions to our business, prolonged economic weakness, due to pandemics or otherwise, or significant declines in operating results at any of our reporting units or businesses, may result in impairment charges to goodwill, intangible assets or other long-lived assets.
Adverse conditions may jeopardize the ability of our listed companies to comply with the continued listing requirements of our exchanges, or reduce the number of issuers launching IPOs, including SPACs, and direct listings. The number of IPOs on our exchanges decreased in both 2023 and 2022, and the number of delistings increased in 2023.
Adverse conditions may jeopardize the ability of our listed companies to comply with the continued listing requirements of our exchanges, or reduce the number of issuers launching IPOs, including SPACs, and direct listings.
We are making significant investments in artificial intelligence, or AI, including generative AI, to, among other things, develop new products or features for our existing products, including our anti-financial crime, investor relations and investment analytics solutions, and to enhance and refine our internal business operations.
We have made, and are continuing to make, significant investments in AI including generative AI, to, among other things, develop new products or features for our existing products, including our anti-financial crime, equity trading, investor relations, sustainability and investment analytics solutions, and to enhance and refine our internal business operations.
We are reliant on our customers that purchase our on-premise solutions to maintain a certain level of network infrastructure for our products to operate and to allow for our support of those products, and there is no assurance that a customer will implement such measures.
We are reliant on our customers that purchase our on-premises solutions to maintain a certain level of network infrastructure for our products to operate and to allow for our support of those products, and to secure our software and other proprietary materials stored in such systems, and there is no assurance that a customer will implement such measures.
In addition, these risks include the possibility of new or enhanced laws or regulations, for which compliance may be costly and burdensome or involve litigation or other legal liability, or additional oversight, audits or enforcement under existing laws or regulations.
In addition, these risks include the possibility of the introduction of new or enhanced laws or regulations or novel enforcement of existing laws to uses of AI, for which compliance may be costly and burdensome or involve changes to our business practices or products, litigation or other legal liability, or additional oversight, audits or enforcement under existing laws or regulations.
New cybersecurity regulations may impact the requirements and cost of delivery for impacted systems and services and, in the event of an incident, increase the cost and complexity of our response and the potential financial and reputation impact from fines or private litigation. These regulations may also impact customer decision making and conditions on contracting for our services.
New cybersecurity, privacy, data sovereignty, and resiliency regulations may impact the requirements and cost of delivery for impacted systems and services and, in the event of an incident, increase the cost and complexity of our response and the potential financial and reputation impact from fines or private litigation.
In addition, our exchanges could be required to modify or restructure their regulatory functions in response to any changes in the regulatory environment, or they may be required to rely on third parties to perform regulatory and oversight functions, each of which may require us to incur substantial expenses and may harm our reputation if our regulatory services are deemed inadequate.
In addition, our exchanges could be required to modify or restructure their regulatory functions in response to any changes in the regulatory environment, or they may be required to rely on third parties to perform regulatory and oversight functions, each of which may require us to incur substantial expenses and may harm our reputation if our regulatory services are deemed inadequate. 24 The 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.
Any event that impacts either of those geographic areas could potentially affect our ability to operate our businesses. We have disaster recovery and business continuity plans and capabilities for critical systems and business functions to mitigate the risk of an interruption. Any interruption in our critical business functions or systems could negatively impact our financial condition and operating results.
We have disaster recovery and business continuity plans and capabilities for critical systems and business functions to mitigate the risk of an interruption. However, any interruption in our critical business functions or systems could negatively impact our financial condition and operating results.
Acquisitions, divestments, investments, joint ventures and other transactional activities may require significant resources and/or result in significant unanticipated losses, costs or liabilities. Over the past several years, acquisitions, such as Adenza, have been, or are expected to be, significant factors in our growth. We have divested businesses and may continue to divest additional businesses or assets in the future.
Over the past several years, acquisitions, such as Adenza, have been, or are expected to be, significant factors in our growth. We have divested businesses and may continue to divest additional businesses or assets in the future.
There is an increased focus from our regulators, investors, clients, employees, and other stakeholders concerning corporate citizenship and sustainability matters. Access to clean water and reliable energy in the communities where we conduct our business, whether for our offices, data centers, vendors, clients or other stakeholders, is a priority.
Access to clean water and reliable energy in the communities where we conduct our business, whether for our offices, data centers, vendors, clients or other stakeholders, is a priority.
Laws and regulations such as the European Union and United Kingdom General Data Protection Regulation, the California Privacy Rights Act and other comparable laws and regulations adopted globally and within the United States and Canada can apply to our processing of their residents’ personal data by Nasdaq legal entities regardless of the location of such entities; such laws may also require our customers located in such jurisdictions to contractually obligate our compliance. 28 In addition to directly applying to some of our business activities, these laws and industry-specific regulations, such as the Health Insurance Portability and Accountability Act and the Gramm Leach Bliley Act, impact many of our customers, which may affect their decisions to purchase our services.
Laws and regulations such as the European Union and United Kingdom General Data Protection Regulation, the California Privacy Rights Act and other comparable laws and regulations adopted globally and within the United States and Canada can apply to our processing of their residents’ personal data by Nasdaq legal entities regardless of the location of such entities; such laws may also require our customers located in such jurisdictions to contractually obligate our compliance.
RISKS RELATED TO LEGAL AND REGULATORY MATTERS We operate in a highly regulated industry 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. We operate in a highly regulated industry and are subject to extensive regulation in the U.S., Europe and Canada.
RISKS RELATED TO LEGAL AND REGULATORY MATTERS We 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.
Changes in tax laws, regulations or policies could have a material adverse effect on our financial results. Changes in tax laws, regulations or policies could result in us having to pay higher taxes, which may reduce our net income, or could adversely affect our ability to continue our capital allocation program or effect strategic transactions in a tax-favorable manner.
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 income, or could adversely affect our ability to continue our capital allocation program, purchase additional energy tax credits or effect strategic transactions in a tax-favorable manner.
Foreign governments may seek to obtain a foothold in U.S. critical infrastructure, hacktivists may seek to deploy denial of service attacks to bring attention to their cause, insiders may pose a risk of human error or malicious activity and criminal organizations may seek to profit from stolen data.
Foreign governments may seek to obtain a foothold in U.S. critical infrastructure, hacktivists may seek to deploy denial of service attacks to bring attention to their cause, insiders may pose a risk of human error or malicious activity and criminal organizations may seek to profit by gaining control of company systems or accounts or from stolen data via ransomware or other means, such as social engineering, including deepfake scams, compromised business email or other methods.
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 intellectual property. Any intellectual property claims, with or without merit, could be expensive to litigate or settle and could divert management resources and attention.
Further, defending our intellectual property rights could result in the expenditure of significant financial and managerial resources. 28 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 intellectual property.
While we continue to employ and invest additional resources to monitor our systems and protect our infrastructure, these measures may prove insufficient depending upon the attack or threat posed.
While we continue to employ and invest resources to monitor our systems and protect our infrastructure, these measures may prove insufficient due to the continuously evolving nature of threat activity.
Our businesses and internal operations rely on the processing of data in many jurisdictions and the movement of data, including personal data, across national borders.
These regulations may also impact customer decision making and conditions on contracting for our services. Our businesses and internal operations rely on the processing of data in many jurisdictions and the movement of data, including personal data, across national borders.
Climate change may have a long-term adverse impact on our business, and climate and ESG-related disclosure requirements may reduce demand for listings on our exchanges. 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.
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.
The determination of the value of such goodwill and intangible assets requires management to make estimates and assumptions that affect our consolidated financial statements.
As of December 31, 2024, goodwill totaled $14.0 billion and intangible assets, net of accumulated amortization, totaled $6.9 billion. The determination of the value of such goodwill and intangible assets requires management to make estimates and assumptions that affect our consolidated financial statements.
In addition, adverse market conditions may cause reductions in the number of non-professional investors with investments in the market and in ETP AUM tracking Nasdaq indices as well as trading in futures linked to Nasdaq indices.
In addition, adverse market conditions may cause reductions in the number of non-professional investors with investments in the market and in ETP AUM tracking Nasdaq indices as well as trading in futures linked to Nasdaq indices. There may be less demand for our analytics, corporate solutions, market technology and risk and regulatory products and services if global economic conditions weaken.
Climate related events, including extreme weather events and their impact on the critical infrastructure in the United States and elsewhere, have the potential to disrupt our business or the business of our clients; cause increased volatility in commodity markets in which Nasdaq Clearing operates as a clearinghouse, which may result in Nasdaq Clearing holding insufficient collateral for such volatility; lead to an increase in costs of raw materials, which may adversely affect certain of our listed companies operating in certain sectors and create adverse market conditions, including trading volatility beyond historical levels, any of which could adversely affect our business, reputation, financial condition and operating results.
For example, changes in weather where we operate may increase the costs of powering and cooling our data centers or the facilities that we use to operate our exchanges and clearinghouses, develop our products or provide cloud-based services; cause increased volatility in commodity markets in which Nasdaq Clearing operates as a clearinghouse, which may result in Nasdaq Clearing holding insufficient collateral for such volatility; lead to an increase in costs of raw materials, which may adversely affect certain of our listed companies operating in certain sectors and create adverse market conditions, including trading volatility beyond historical levels, any of which could adversely affect our business, reputation, financial condition and operating results.
To the extent that any of our largest members experience difficulties, materially change their business relationship with us or are unable for any reason to perform market making activities, our business or our reputation may be materially adversely affected. 23 We may be required to recognize impairments of our goodwill, intangible assets or other long-lived assets in the future.
We also rely on members of our trading community to maintain markets and add liquidity. To the extent that any of our largest members experience difficulties, materially change their business relationship with us or are unable for any reason to perform market making activities, our business or our reputation may be materially adversely affected.
Laws 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.
Any failure to diligently and fairly regulate the Nordic and Baltic exchanges could significantly harm our reputation, prompt scrutiny from regulators and adversely affect our business and reputation. 26 Laws 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.
We do not know whether we will be able to accurately project the rate, timing or cost of any volume increases, or expand and upgrade our systems and infrastructure to accommodate any increases in a timely manner. 19 While we have programs in place to identify and minimize our exposure to vulnerabilities and work in collaboration with the technology industry to share corrective measures with our business partners, we cannot guarantee that such events will not occur in the future.
While we have programs in place to identify and minimize our exposure to vulnerabilities and work in collaboration with the technology industry to share corrective measures with our business partners, we cannot guarantee that such events will not occur in the future.
There may be less demand for our analytics, corporate solutions, market technology and risk and regulatory products and services if global economic conditions remain weak. Our customers historically reduce purchases of new services and technology when growth rates decline, thereby diminishing our opportunities to sell new products and services or upgrade existing products and services.
Our customers historically reduce purchases of new services and technology when growth rates decline, thereby diminishing our opportunities to sell new products and services or upgrade existing products and services.
Failure to protect our intellectual property adequately could harm our brand and affect our ability to compete effectively. Further, defending our intellectual property rights could result in the expenditure of significant financial and managerial resources.
Failure to protect our intellectual property adequately could harm our brand and affect our ability to compete effectively.
Some of these threats include attacks from foreign governments, hacktivists, insiders and criminal organizations.
Our systems and operations are vulnerable to damage, misappropriation or disruption from security breaches. Some of these threats include attacks from foreign governments, hacktivists, insiders and criminal organizations.
In September 2023, the SEC approved a “Funding Model” for the CAT that allocated one-third of CAT expenses to the SROs, including Nasdaq, and two-thirds of CAT expenses to the industry. This SEC approval order has been appealed to the 11th Circuit U.S. Court of Appeals, and the appeal remains pending.
Implementation of a CAT has resulted in significant additional expenditures, including to implement the costly and complex new technology. In September 2023, the SEC approved a “Funding Model” for the CAT that allocated one-third of CAT expenses to the SROs, including Nasdaq, and two-thirds of CAT expenses to the industry.
In addition, any future actions by European Union institutions could affect our ability to offer market data products in the same manner as today, thereby causing an adverse effect on our market data revenues. 27 We are subject to litigation risks and other liabilities. Many aspects of our business potentially involve substantial liability risks.
There is a risk that a different interpretation of these terms may influence the fees for European market data products adversely. In addition, any future actions by European Union institutions could affect our ability to offer market data products in the same manner as today, thereby causing an adverse effect on our market data revenues.
Given our position in the global capital markets, we may be more likely than other companies to be a target for malicious disruption activities. In addition, our U.S. and European business operations are heavily concentrated in the east coast of the U.S., and Stockholm, Sweden, respectively.
Given our position in the global capital markets and our brand, we may be more likely than other companies to be a target for malicious disruption activities or physical attacks on our senior leadership team and/or our office locations.
Computer malware, such as viruses and worms, also continue to be a threat with ransomware increasingly being used by criminals to extort money. Given our position in the global securities industry, we may be more likely than other companies to be a direct target, or an indirect casualty, of such events.
Our hybrid work model and our global footprint elevate cybersecurity and operational risks, particularly in geographies with adversary nation-states and/or unreliable law enforcement. Given our position in the global securities industry, we may be more likely than other companies to be a direct target, or an indirect casualty, of such events.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur risk management and mitigation approach includes the adoption of security controls and adaptive ongoing threat analysis. Our policies and our baseline security controls incorporate robust security infrastructure, risk-based controls and multi- layered defense systems. We have 16 System and Organization Controls Type 2, or SOC 2, certifications with respect to our information security and infrastructure.
Biggest changeOur risk management and mitigation approach includes the adoption of NIST CSF and NIST 800-53 security control frameworks and adaptive ongoing threat analysis. In addition, our Information Security, or InfoSec, team reviews and conducts a risk assessment of any novel technologies Nasdaq plans to implement. Our policies and our baseline security controls incorporate robust security infrastructure with multi-layered defense systems.
Prior to engaging such vendors, we analyze each provider’s SOC2 certifications and perform due diligence and testing for information security and interoperability with our systems, and annually review the SOC2 certifications.
Prior to engaging such vendors, we analyze each provider’s SOC2 certifications, perform due diligence testing for information security and interoperability with our systems, and annually review the SOC2 certifications.
Our cybersecurity risks include financial and reputational damage, along with collateral damage from loss of customer confidence in our exchange, products or offerings, as applicable, potential regulatory enforcement actions or litigation, either from governmental authorities or shareholders, or the failure to comply with contractual breach notifications.
Our cybersecurity risks include financial and reputational damage, along with collateral damage from loss of customer confidence in our exchange, products or offerings, as applicable, potential regulatory enforcement actions or litigation, either from governmental authorities, shareholders, or other litigants, or the failure to comply with contractual breach notifications.
The CISO has more than 25 years of experience in information technology and information security, particularly in the financial services industry, and our Information Security organization has more than 100 members, with expertise in application security; governance and compliance; program and vulnerability management; security engineering; security operations security assurance; and threat intelligence and security architecture.
The CISO has more than 25 years of experience in information technology and information security, particularly in the financial services industry, and our InfoSec organization has seasoned 32 members with expertise in application security; governance and compliance; program and vulnerability management; security engineering; security operations security assurance; and threat intelligence and security architecture.
Our adaptive analysis monitors the threat landscape relevant to Nasdaq, our vendors and financial industry peers, and threats arising from geopolitical events. As the external threat landscape evolves, our information security controls are regularly evaluated, updated and enhanced to help protect against emerging risks.
As the external threat landscape evolves, our information security controls are regularly evaluated, updated and enhanced to help protect against emerging risks.
In 2023, our management team and the Board of Directors conducted tabletop exercises and simulations in cybersecurity matters with assistance from internal and outside experts. 33 We use certain cloud-based third-party vendors for the core trading systems of certain of our exchanges and certain of our governance products and solutions.
These exercises are intended to strengthen resilience and readiness with scenarios, including cybersecurity matters. We use certain cloud-based third-party vendors for the core trading systems of certain of our exchanges and certain of our governance products and solutions.
We periodically engage external advisors to perform an analysis of our information security procedures, which include a review of program documentation and an overall maturity assessment of Nasdaq’s information security programs. These advisors provide recommendations to further enhance our procedures.
We periodically engage external advisors to perform an independent assessment of the maturity of Nasdaq’s information security programs, and compare our programs to our financial and technology industry peers. Nasdaq’s InfoSec program has demonstrated increasing levels of maturity year-over-year for every InfoSec department.
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The findings are then presented to the Audit & Risk Committee of the Board of Directors, or the Audit & Risk Committee.
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We have 17 System and Organization Controls Type 2, or SOC 2, certifications with respect to our information security and infrastructure. Our adaptive analysis monitors the threat landscape relevant to Nasdaq, our vendors and financial industry peers, and threats arising from geopolitical events.
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Recommendations to further enhance our procedures and maturity ratings from these assessments are then presented to the Audit & Risk Committee. On a periodic basis, our management team and the Board of Directors conduct tabletop exercises and simulations in cybersecurity matters with assistance from internal and outside experts.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe also lease space in multiple locations around the world, which are used for research and development, sales and support, and administrative activities, as well as for data centers and disaster preparedness facilities. Generally, our properties are not allocated for use by a particular segment. Instead, most of our properties are used by two or more segments.
Biggest changeWe also lease space in multiple locations around the world, which are used for research and development, sales and support, and administrative activities, as well as for data centers and disaster preparedness facilities. Generally, our properties are not allocated for use by a particular business segment. Instead, most of our properties are used by two or more segments.
We regularly monitor the facilities we occupy to ensure that they suit our needs in a hybrid work environment. We believe the facilities that we occupy are adequate for the purposes for which they are currently used and are well-maintained. See Note 16, “Leases,” to the consolidated financial statements for further discussion. 34
We regularly monitor the facilities we occupy to ensure that they suit our needs in a hybrid work environment. We believe the facilities that we occupy are adequate for the purposes for which they are currently used and are well-maintained. See Note 16, “Leases,” to the consolidated financial statements for further discussion.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePurchases of Equity Securities by the Issuer and Affiliated Purchasers The table below represents repurchases made by or on behalf of us or any “affiliated purchaser” of our common stock during the fiscal quarter ended December 31, 2023: Period (a) Total Number of Shares Purchased (b) Average Price Paid Per Share (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (d) Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) October 2023 Share repurchase program — $ — — $ 2,000 Employee transactions 19,360 $ 48.85 N/A N/A November 2023 Share repurchase program 1,751,513 $ 52.36 1,751,513 $ 1,908 Employee transactions — $ — N/A N/A December 2023 Share repurchase program 333,261 $ 54.44 333,261 $ 1,890 Employee transactions 17,883 $ 56.22 N/A N/A Total Quarter Ended December 31, 2023 Share repurchase program 2,084,774 $ 52.69 2,084,774 $ 1,890 Employee transactions 37,243 $ 52.39 N/A N/A In the preceding table: • N/A - Not applicable. • See “Share Repurchase Program,” of Note 12, “Nasdaq Stockholders’ Equity,” to the consolidated financial statements for further discussion of our share repurchase program. • Employee transactions represents shares surrendered to us to satisfy tax withholding obligations arising from the vesting of restricted stock and PSUs previously issued to employees. 35 PERFORMANCE GRAPH The following performance graph and related information shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference into any of our other filings under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Biggest changeIssuer Purchases of Equity Securities Share Repurchase Program See “Share Repurchase Program,” of Note 12, “Nasdaq Stockholders’ Equity,” to the consolidated financial statements for further discussion of our share repurchase program. 33 Purchases of Equity Securities by the Issuer and Affiliated Purchasers The table below represents repurchases made by or on behalf of us or any “affiliated purchaser” of our common stock during the fiscal quarter ended December 31, 2024: Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) October 2024 Share repurchase program — $ — — $ 1,745 Employee transactions 4,444 $ 73.00 N/A N/A November 2024 Share repurchase program — $ — — $ 1,745 Employee transactions 10,561 $ 74.32 N/A N/A December 2024 Share repurchase program — $ — — $ 1,745 Employee transactions 44,463 $ 79.38 N/A N/A Total Quarter Ended December 31, 2024 Share repurchase program — $ — — $ 1,745 Employee transactions 59,468 $ 78.00 N/A N/A In the preceding table: • N/A - Not applicable. • See “Share Repurchase Program,” of Note 12, “Nasdaq Stockholders’ Equity,” to the consolidated financial statements for further discussion of our share repurchase program. • Employee transactions represents shares surrendered to us to satisfy tax withholding obligations arising from the vesting of restricted stock and PSUs previously issued to employees. 34 PERFORMANCE GRAPH The following performance graph and related information shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference into any of our other filings under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Purchases of Equity Securities Market Information Our common stock is listed on The Nasdaq Stock Market under the ticker symbol “NDAQ.” As of February 13, 2024, we had approximately 202 holders of record of our common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is listed on The Nasdaq Stock Market under the ticker symbol “NDAQ.” As of February 12, 2025, we had approximately 193 holders of record of our common stock.
The following graph compares the total return of our common stock to the Nasdaq Composite Index, the S&P 500 and a peer group selected by us for the past five years.
The following graph compares the total return of our common stock to the Nasdaq Composite Index, the S&P 500 and S&P 500 GICS 4020 Index, our peer group, for the past five years.
Fiscal Year Ended December 31, 2018 2019 2020 2021 2022 2023 Nasdaq, Inc. $ 100 $ 134 $ 169 $ 270 $ 240 $ 231 Nasdaq Composite Index 100 137 198 242 163 236 S&P 500 100 131 156 200 164 207 New Peer Group 100 125 139 188 167 193 2022 Peer Group 100 128 153 171 142 170 The figures represented below assume an initial investment of $100 in the common stock or index at the closing price on December 31, 2018 and the reinvestment of all dividends.
Year Ended December 31, 2019 2020 2021 2022 2023 2024 Nasdaq, Inc. $ 100 $ 126 $ 202 $ 179 $ 173 $ 233 Nasdaq Composite Index 100 145 177 119 173 224 S&P 500 100 118 152 125 158 197 S&P 500 GICS 4020 Index 100 111 151 134 155 199 The figures represented below assume an initial investment of $100 in the common stock or index at the closing price on December 31, 2019 and the reinvestment of all dividends.
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Issuer Purchases of Equity Securities Share Repurchase Program See “Share Repurchase Program,” of Note 12, “Nasdaq Stockholders’ Equity,” to the consolidated financial statements for further discussion of our share repurchase program.
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COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN Among Nasdaq, Inc., the Nasdaq Composite Index, the S&P 500 and S&P 500 GICS 4020 Index 35 Item 6. [Reserved]
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We changed our peer group in the table below to the S&P 500 GICS 4020 Index, or New Peer Group, which is a blend of exchanges, as well as data, financial technology and banking companies to align more closely with Nasdaq’s diverse business and competitors.
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COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN Among Nasdaq, Inc., the Nasdaq Composite Index, the S&P 500 and Peer Groups The prior peer group, collectively referred to as the 2022 Peer Group, was comprised of the following companies: 2022 Peer Group • ASX Limited • Deutsche Börse AG • LSE • B3 S.A. • Euronext N.V. • Singapore Exchange Limited • Bolsas Mexicana de Valores, S.A.B. de C.V. • Hong Kong Exchanges and Clearing Limited • TMX Group Limited • Cboe • ICE • CME Group Inc. • Japan Exchange Group, Inc. 36 Item 6. [Reserved]

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeCAPITAL ACCESS PLATFORMS The following table presents revenues from our Capital Access Platforms segment: Year Ended December 31, Percentage Change 2023 2022 2021 2023 vs. 2022 2022 vs. 2021 (in millions) Data & Listing Services $ 749 $ 727 $ 678 3.0 % 7.2 % Index 528 486 459 8.6 % 5.9 % Workflow & Insights 493 469 429 5.1 % 9.3 % Total Capital Access Platforms $ 1,770 $ 1,682 $ 1,566 5.2 % 7.4 % Data & Listing Services Revenues The following table presents key drivers from our Data & Listing Services business: Year Ended December 31, 2023 2022 2021 IPOs The Nasdaq Stock Market - operating companies 103 87 319 The Nasdaq Stock Market - SPACs 27 74 433 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic 7 38 174 Total new listings The Nasdaq Stock Market 330 366 1,000 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic 23 63 207 Number of listed companies The Nasdaq Stock Market 4,044 4,230 4,178 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic 1,218 1,251 1,235 As of December 31, 2023 2022 2021 ARR (in millions) $ 682 $ 664 $ 627 In the tables above: • Number of total listed companies on The Nasdaq Stock Market for the years ended December 31, 2023, 2022 and 2021 included 600, 528 and 441 ETPs, respectively. • IPOs, new listings (which includes IPOs) and total listed companies for exchanges that comprise Nasdaq Nordic and Nasdaq Baltic represent companies listed on the Nasdaq Nordic and Nasdaq Baltic exchanges and companies on the alternative markets of Nasdaq First North. 39 Data & Listing Services revenues increased in 2023 compared with 2022 primarily due to an increase in proprietary data revenues driven largely by higher international demand and annual listing fee growth, partially offset by lower initial listings fees.
Biggest changeARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers. 37 The ARR chart includes: ▪ Capital Access Platforms ◦ Proprietary market data subscriptions and annual listing fees within our Data & Listing Services business ◦ Index data subscriptions and guaranteed minimum on futures contracts within our Index business ◦ Subscription contracts under our Workflow & Insights business ▪ Financial Technology ◦ Financial Crime Management Technology SaaS subscription contracts excluding one-time service requests ◦ Regulatory Technology SaaS subscription and support contracts excluding one-time service requests ◦ Capital Markets Technology SaaS subscription and support contracts excluding one-time service requests The following chart summarizes our quarterly annualized SaaS revenues for Solutions, which comprises our Capital Access Platforms and Financial Technology segments, for December 31, 2024, 2023 and 2022 (in millions): SEGMENT OPERATING RESULTS The following table presents our revenues by segment: Year Ended December 31, Percentage Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (in millions) Capital Access Platforms $ 1,972 $ 1,770 $ 1,682 11.4 % 5.2 % Financial Technology 1,621 1,099 864 47.5 % 27.1 % Market Services 3,771 3,156 3,632 20.9 % (13.4) % Other revenues 36 39 48 (8.6) % (16.9) % Total revenues $ 7,400 $ 6,064 $ 6,226 22.0 % (2.6) % Transaction rebates (2,026) (1,838) (2,092) 10.2 % (12.1) % Brokerage, clearance and exchange fees (725) (331) (552) 119.1 % (40.1) % Total revenues less transaction-based expenses $ 4,649 $ 3,895 $ 3,582 19.4 % 8.8 % The following chart presents our Capital Access Platforms, Financial Technology and Market Services segments as a percentage of our total revenues, less transaction-based expenses. 38 Capital Access Platforms The following tables present revenues and ARR from our Capital Access Platforms segment: Year Ended December 31, Percentage Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (in millions) Data & Listing Services $ 754 $ 749 $ 727 0.7 % 3.0 % Index 706 528 486 33.7 % 8.6 % Workflow & Insights 512 493 469 3.8 % 5.2 % Total Capital Access Platforms $ 1,972 $ 1,770 $ 1,682 11.4 % 5.2 % As of December 31, 2024 2023 2022 ARR (in millions) $ 1,268 $ 1,235 $ 1,190 Data & Listing Services Revenues The following tables present key drivers from our Data & Listing Services business: Year Ended December 31, 2024 2023 2022 IPOs The Nasdaq Stock Market 180 130 161 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic 14 7 38 Total new listings The Nasdaq Stock Market 463 330 366 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic 31 23 63 As of December 31, 2024 2023 2022 Number of listed companies The Nasdaq Stock Market 4,075 4,044 4,230 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic 1,174 1,218 1,251 ARR (in millions) 691 682 664 In the table above: • For the years ended December 31, 2024, 2023 and 2022, IPOs included 50, 27 and 74 SPACs, respectively.
We have credit risk related to transaction and subscription-based revenues that are billed to customers on a monthly or quarterly basis, in arrears. Our potential exposure to credit losses on these transactions is represented by the receivable balances in our Consolidated Balance Sheets. We review and evaluate changes in the status of our counterparties’ creditworthiness.
We have credit risk related to transaction and subscription-based revenues that are billed to customers on a monthly or quarterly basis, in arrears. Our potential exposure to credit losses on these transactions is represented by the receivable balances in the Consolidated Balance Sheets. We review and evaluate changes in the status of our counterparties’ creditworthiness.
Net Cash Provided by Financing Activities Net cash provided by financing activities for the year ended December 31, 2023 primarily related to $5,608 million proceeds from issuances of senior unsecured notes and the 2023 Term Loan, in connection with the Adenza acquisition, net of debt issuance costs, partially offset by $441 million of dividend payments to our shareholders, $371 million from repayments of our commercial paper, net, $269 million in repurchases of common stock and $260 million relating to partial repayment of the 2023 Term Loan.
Net cash provided by financing activities for the year ended December 31, 2023 primarily related to $5,608 million in proceeds from issuances of senior unsecured notes and the 2023 Term Loan, in connection with the Adenza acquisition, net of debt issuance costs partially offset by dividend payments to our shareholders of $441 million, repayments of our commercial paper, net of $371 million, repurchases of common stock of $269 million and partial repayment of the 2023 Term Loan of $260 million.
Impacts on our revenues less transaction-based expenses and operating income associated with fluctuations in foreign currency are discussed in more detail under “Item 7A. Quantitative and Qualitative Disclosures about Market Risk.” 37 The following chart summarizes our ARR (in millions): ARR for a given period is the current annualized value derived from subscription contracts with a defined contract value.
Impacts on our revenues less transaction-based expenses and operating income associated with fluctuations in foreign currency are discussed in more detail under “Item 7A. Quantitative and Qualitative Disclosures About Market Risk.” The following chart summarizes our ARR (in millions): ARR for a given period is the current annualized value derived from subscription contracts with a defined contract value.
In this interim period, Nasdaq Execution Services is not novating like a clearing broker but instead is subject to the short-term risk of counterparty failure before 51 the clearinghouse enters the transaction. Once the clearinghouse officially accepts the trade for novation, Nasdaq Execution Services is legally removed from trade execution risk.
In this interim period, Nasdaq Execution Services is not novating like a clearing broker but instead is subject to the short-term risk of counterparty failure before the clearinghouse enters the transaction. Once the clearinghouse officially accepts the trade for novation, Nasdaq Execution Services is legally removed from trade execution risk.
Within one year from the date of acquisition, we may update the value allocated to the assets acquired and liabilities assumed, and the resulting goodwill balance, based on information received regarding the valuation of such assets and liabilities that was not available at the time of purchase.
Within one year from the date of acquisition, we may update the value allocated to the assets acquired and 54 liabilities assumed, and the resulting goodwill balance, based on information received regarding the valuation of such assets and liabilities that was not available at the time of purchase.
We limit our exposure to credit risk by evaluating the counterparties with which we make investments and execute agreements. For our investment portfolio, our objective is to invest in securities to preserve principal while maximizing yields, without significantly increasing risk.
We limit our 52 exposure to credit risk by evaluating the counterparties with which we make investments and execute agreements. For our investment portfolio, our objective is to invest in securities to preserve principal while maximizing yields, without significantly increasing risk.
While we believe that our tax liabilities reflect the probable outcome of identified tax uncertainties, it is reasonably possible that the ultimate resolution of any tax matter may be greater or less than the amount accrued.
While we believe that our tax liabilities reflect the probable outcome of identified tax uncertainties, it is reasonably possible that the ultimate resolution of any tax matter may be greater or less than the 56 amount accrued.
We allocate the contract transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct 52 good or service in the contract.
We allocate the contract transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract.
Any required impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value and is recorded as a reduction in the carrying amount of the related asset and a charge to operating results. 54 There were no material finite-lived intangible assets impairment charges in 2023 and 2022.
Any required impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value and is recorded as a reduction in the carrying amount of the related asset and a charge to operating results. There were no material finite-lived intangible assets impairment charges in 2024, 2023 and 2022.
See Note 9, “Debt Obligations,” to the consolidated financial statements for further discussion. • Operating lease obligations represent our undiscounted operating lease liabilities as of December 31, 2023, as well as legally binding minimum lease payments for leases signed but not yet commenced.
See Note 9, “Debt Obligations,” to the consolidated financial statements for further discussion. • Operating lease obligations represent our undiscounted operating lease liabilities as of December 31, 2024, as well as legally binding minimum lease payments for leases signed but not yet commenced.
Equity Derivative Trading The following tables present total revenues, transaction-based expenses, and total revenues less transaction-based expenses as well as key drivers from our U.S. Equity Derivative Trading business: Year Ended December 31, Percentage Change 2023 2022 2021 2023 vs. 2022 2022 vs. 2021 (in millions) U.S.
Equity Derivative Trading The following tables present total revenues, transaction-based expenses, and total revenues less transaction-based expenses as well as key drivers from our U.S. Equity Derivative Trading business: Year Ended December 31, Percentage Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (in millions) U.S.
Prior to June 2023, these revenues were included in our Market Services and Capital Access Platforms segments. Also for the years ended December 31, 2023, 2022 and 2021, other revenues include a transitional services agreement associated with a divested business.
Prior to June 2023, these revenues were included in our Market Services and Capital Access Platforms segments. For the years ended December 31, 2023 and 2022, Other revenues also include revenues related to a transitional services agreement associated with a divested business.
Substantially all of our foreign subsidiaries operate in functional currencies other than the U.S. dollar. The financial statements of these subsidiaries are translated into U.S. dollars for consolidated reporting using a current rate of exchange, with net gains or losses recorded in accumulated other comprehensive loss within stockholders’ equity in the Consolidated Balance Sheets.
Substantially all of our foreign subsidiaries operate in functional currencies other than the U.S. dollar. The financial statements of these subsidiaries are translated into U.S. dollars for consolidated reporting using a current rate of exchange, with net gains or losses recorded in accumulated other comprehensive loss in the Consolidated Balance Sheets.
For further discussion related to recognition of these revenues, see “Revenue From Contracts with Customers - Revenue Recognition - Market Technology,” of Note 2, “Summary of Significant Accounting Policies,” to the consolidated financial statements. Business combination We account for business acquisitions under the acquisition method of accounting.
For further discussion related to recognition of these revenues, see “Revenue From Contracts with Customers - Revenue Recognition - Capital Markets Technology,” of Note 2, “Summary of Significant Accounting Policies,” to the consolidated financial statements. Business Combination We account for business acquisitions under the acquisition method of accounting.
The comparability of our results of operations between reported periods is impacted by the acquisition of Adenza in November 2023. See “2023 Acquisition,” of Note 4, “Acquisitions,” to the consolidated financial statements for further discussion. For a detailed discussion of our results of operations, see “Segment Operating Results” below.
The comparability of our results of operations between reported periods is impacted by the acquisition of Adenza in November 2023. See Note 4, “Acquisition,” to the consolidated financial statements for further discussion. For a detailed discussion of our results of operations, see “Segment Operating Results” below.
For 2022 and 2021, this also includes a charge related to an administrative fine imposed by the SFSA. related to the clearing default that occurred in 2018.
For 2022, this also includes a charge related to an administrative fine imposed by the SFSA related to the clearing default that occurred in 2018.
Revenue Recognition As part of our market technology product offering, we enter into certain long-term contracts with customers to develop customized technology solutions, license the right to use software and provide support and other services to our customers which results in these contracts containing multiple performance obligations.
Revenue Recognition As part of our market technology product offering, within our Capital Markets Technology business, we enter into certain long-term contracts with customers to develop customized technology solutions, license the right to use software and provide support and other services to our customers which results in these contracts containing multiple performance obligations.
No material impairments were recorded to reduce the carrying value of our other long-lived assets during 2023, 2022 or 2021.
No material impairments were recorded to reduce the carrying value of our other long-lived assets during 2024, 2023 or 2022.
In addition to the 2022 Revolving Credit Facility, we also have other credit facilities primarily to support our Nasdaq Clearing operations in Europe, as well as to provide a cash pool credit line for one subsidiary.
In addition to the 2022 Revolving Credit Facility, we also have other credit facilities primarily to support our Nasdaq Clearing operations in Europe, as well as to provide a cash pool credit line.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was previously filed with the SEC on February 23, 2023.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was previously filed with the SEC on February 21, 2024.
As of December 31, 2023, other required regulatory capital of $16 million, primarily related to Nasdaq Central Securities Depository, was primarily invested in European government debt securities that are included in financial investments in the Consolidated Balance Sheets.
As of December 31, 2024, other required regulatory capital of $12 million, primarily related to Nasdaq Central Securities Depository, was primarily invested in European government debt securities that are included in financial investments in the Consolidated Balance Sheets.
As of December 31, 2023, our required regulatory capital of $123 million was primarily comprised of highly rated European government debt securities that are included in financial investments in the Consolidated Balance Sheets.
As of December 31, 2024, our required regulatory capital of $129 million was primarily comprised of highly rated European government debt securities that are included in financial investments in the Consolidated Balance Sheets.
As of December 31, 2023, the combined required minimum net capital totaled $1 million and the combined excess capital totaled $27 million, substantially all of which is held in cash and cash equivalents in the Consolidated Balance Sheets. The required minimum net capital is included in restricted cash and cash equivalents in the Consolidated Balance Sheets.
As of December 31, 2024, the combined required minimum net capital totaled $1 million and the combined excess capital totaled $24 million, substantially all of which is held in cash and cash equivalents in the Consolidated Balance Sheets. The required minimum net capital is included in restricted cash and cash equivalents in the Consolidated Balance Sheets.
Equity derivative trading revenues, net $ 374 $ 371 $ 343 0.8 % 8.2 % Section 31 fees are recorded as U.S. equity derivative and cash equity trading revenues with a corresponding amount recorded in transaction-based expenses. We are assessed these fees from the SEC and pass them through to our customers in the form of incremental fees.
Equity Derivative Trading Revenues, net $ 395 $ 374 $ 371 5.7 % 0.7 % Section 31 fees are recorded as U.S. equity derivative and cash equity trading revenues with a corresponding amount recorded in transaction-based expenses. We are assessed these fees from the SEC and pass them through to our customers in the form of incremental fees.
In the first quarter of 2023, we initiated a review of our real estate and facility capacity requirements due to our new and evolving work models.
In 2023, we initiated a review of our real estate and facility capacity requirements due to our new and evolving work models.
As of December 31, 2023, our required regulatory capital of $37 million was primarily invested in European government bills and mortgage bonds and Icelandic government bonds that are included in financial investments in the Consolidated Balance Sheets and cash, which is included in restricted cash and cash equivalents in the Consolidated Balance Sheets.
As of December 31, 2024, our required regulatory capital of $35 million was primarily invested in European government bills and mortgage bonds that are included in financial investments in the Consolidated Balance Sheets and cash, which is included in restricted cash and cash equivalents in the Consolidated Balance Sheets.
The balance retained in cash and cash equivalents is a function of anticipated or possible short-term cash needs, prevailing interest rates, our investment policy, and alternative investment choices. As of December 31, 2023, our cash and cash equivalents of $453 million were primarily invested in money market funds, commercial paper, municipal bonds and bank deposits.
The balance retained in cash and cash equivalents is a function of anticipated or possible short-term cash needs, prevailing interest rates, our investment policy, and alternative investment choices. As of December 31, 2024, our cash and cash equivalents of $592 million were primarily invested in money market funds, commercial paper and bank deposits.
These European credit facilities, which are available in multiple currencies, totaled $191 million as of December 31, 2023 and $184 million as of December 31, 2022 in available liquidity, none of which was utilized.
These European credit facilities, which are available in multiple currencies, totaled $174 million as of December 31, 2024 and $191 million as of December 31, 2023 in available liquidity, none of which was utilized.
For the year ended December 31, 2022 and 2021, other revenues also include revenues related to our Nordic broker services business for which we completed the wind-down in June 2022. Prior to June 2022, these revenues were included in our Market Services segment.
For the year ended December 31, 2022, Other revenues also include revenues related to our Nordic broker services business for which we completed the wind-down in June 2022. Prior to June 2022, these revenues were included in our Market Services and Capital Access Platforms segments.
GAAP effective tax rate 24.6 % 23.9 % 22.6 % Total adjustments from non-GAAP tax rate 0.4 % 0.1 % 1.7 % Non-GAAP effective tax rate 25.0 % 24.0 % 24.3 % Weighted-average common shares outstanding for diluted earnings per share 508.4 497.9 505.1 U.S.
GAAP effective tax rate 23.1 % 24.6 % 23.9 % Total adjustments from non-GAAP tax rate 0.7 % 0.4 % 0.1 % Non-GAAP effective tax rate 23.8 % 25.0 % 24.0 % Weighted-average common shares outstanding for diluted earnings per share 579.2 508.4 497.9 U.S.
The 2023 Term Loan provided us with the ability to borrow up to $600 million to finance a portion of the cash consideration for the Adenza acquisition and other amounts incurred in connection with this transaction.
In addition, in connection with the financing of the Adenza acquisition, we entered into the 2023 Term Loan agreement. The 2023 Term Loan provided us with the ability to borrow up to $600 million to finance a portion of the cash consideration for the Adenza acquisition and other amounts incurred in connection with this transaction.
Cash Flow Analysis The following table summarizes the changes in cash flows: Year Ended December 31, 2023 2022 2021 Net cash provided by (used in): (in millions) Operating activities $ 1,696 $ 1,706 $ 1,083 Investing activities (5,994) 49 (2,653) Financing activities 4,220 1,036 1,418 Net Cash Provided by Operating Activities Net cash provided by operating activities primarily consists of net income adjusted for certain non-cash items, including depreciation and amortization expense, expense associated with share-based compensation, deferred income taxes and the effects of changes in working capital.
Cash Flow Analysis The following table summarizes the changes in cash flows: Year Ended December 31, 2024 2023 2022 Net cash provided by (used in): (in millions) Operating activities $ 1,939 $ 1,696 $ 1,706 Investing activities (953) (5,994) 49 Financing activities (2,561) 4,220 1,036 Net Cash Provided by Operating Activities Net cash provided by operating activities primarily consists of net income adjusted for certain non-cash items, including, but not limited to, depreciation and amortization expense, expense associated with share-based compensation, deferred income taxes and the effects of changes in working capital.
For Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period.
For AxiomSL and Calypso recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period.
Dollar Total (in millions, except currency rate) Year Ended December 31, 2023 Average foreign currency rate to the U.S. dollar 1.081 0.094 0.741 # N/A N/A Percentage of revenues less transaction-based expenses 6.6% 4.0% 0.8% 3.0% 85.6% 100.0% Percentage of operating income 10.7% (3.8)% (7.0)% (8.3)% 108.4% 100.0% Impact of a 10% adverse currency fluctuation on revenues less transaction-based expenses $(26) $(15) $(3) $(12) $— Impact of a 10% adverse currency fluctuation on operating income $(17) $(6) $(11) $(13) $— Euro Swedish Krona Canadian Dollar Other Foreign Currencies U.S.
Dollar (in millions, except currency rate) Year Ended December 31, 2023 Average foreign currency rate to the U.S. dollar 1.081 0.094 0.741 # N/A Percentage of revenues less transaction-based expenses 6.6% 4.0% 0.8% 3.0% 85.6% Percentage of operating income 10.7% (3.8)% (7.0)% (8.3)% 108.4% Impact of a 10% adverse currency fluctuation on revenues less transaction-based expenses $(26) $(15) $(3) $(12) $— Impact of a 10% adverse currency fluctuation on operating income $(17) $(6) $(11) $(13) $— __________ # Represents multiple foreign currency rates.
For our Euro denominated notes interest is calculated on an actual basis while all other debt is calculated on a 360-day basis at the contractual fixed rate multiplied by the aggregate principal amount as of December 31, 2023.
For our Euro denominated notes interest is calculated on an actual basis while all other debt obligations were primarily calculated on a 365-day basis at the contractual fixed rate multiplied by the aggregate principal amount as of December 31, 2024.
Management ’ s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of the financial condition and results of operations of Nasdaq refers to the year-over-year comparison for the fiscal years ended December 31, 2023 and December 31, 2022 and should be read in conjunction with our consolidated financial statements and related notes included in this Form 10-K, as well as the discussion under “Item 1A.
Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of the financial condition and results of operations of Nasdaq refers to the year over year comparison for the fiscal years ended December 31, 2024 and 2023 and should be read in conjunction with our consolidated financial statements and related notes included in this Form 10-K, as well as the discussion under “Part I, Item 1A.
Repatriation of Cash Our cash and cash equivalents held outside of the U.S. in various foreign subsidiaries totaled $236 million as of December 31, 2023 and $275 million as of December 31, 2022. The remaining balance held in the U.S. totaled $217 million as of December 31, 2023 and $227 million as of December 31, 2022.
Repatriation of Cash Our cash and cash equivalents held outside of the U.S. in various foreign subsidiaries totaled $181 million as of December 31, 2024 and $236 million as of December 31, 2023. The remaining balance held in the U.S. totaled $411 million as of December 31, 2024 and $217 million as of December 31, 2023.
Debt Obligations As of December 31, 2023, substantially all of our debt obligations were fixed-rate obligations. Interest rates on certain tranches of notes are subject to adjustment to the extent our debt rating is downgraded below investment grade, as further discussed in Note 9, “Debt Obligations,” to the consolidated financial statements.
Interest rates on certain tranches of notes are subject to adjustment to the extent our debt rating is downgraded below investment grade, as further discussed in Note 9, “Debt Obligations,” to the consolidated financial statements.
Our primary transactional exposure to foreign currency denominated revenues less transaction-based expenses and operating income for the years ended December 31, 2023 and 2022 are presented in the following tables: Euro Swedish Krona Canadian Dollar Other Foreign Currencies U.S.
Foreign Currency Exchange Rate Risk We are subject to foreign currency exchange rate risk. Our primary transactional exposure to foreign currency denominated revenues less transaction-based expenses and operating income for the years ended December 31, 2024 and 2023 is presented in the following tables: 51 Euro Swedish Krona Canadian Dollar Other Foreign Currencies U.S.
Year Ended December 31, Percentage Change 2023 2022 2021 2023 vs. 2022 2022 vs. 2021 (in millions, except per share amounts) Revenues less transaction-based expenses $ 3,895 $ 3,582 $ 3,420 8.7 % 4.7 % Operating expenses 2,317 2,018 1,979 14.8 % 2.0 % Operating income 1,578 1,564 1,441 0.9 % 8.5 % Net income attributable to Nasdaq $ 1,059 $ 1,125 $ 1,187 (5.9) % (5.2) % Diluted earnings per share $ 2.08 $ 2.26 $ 2.35 (8.0) % (3.8) % Cash dividends declared per common share $ 0.86 $ 0.78 $ 0.70 10.3 % 11.4 % In countries with currencies other than the U.S. dollar, revenues and expenses are translated using monthly average exchange rates.
Year Ended December 31, Percentage Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (in millions, except per share amounts) Revenues less transaction-based expenses $ 4,649 $ 3,895 $ 3,582 19.4 % 8.8 % Operating expenses 2,851 2,317 2,018 23.0 % 14.9 % Operating income $ 1,798 $ 1,578 $ 1,564 13.9 % 0.8 % Net income attributable to Nasdaq $ 1,117 $ 1,059 $ 1,125 5.5 % (5.9) % Diluted earnings per share $ 1.93 $ 2.08 $ 2.26 (7.4) % (7.8) % Cash dividends declared per common share $ 0.94 $ 0.86 $ 0.78 9.3 % 10.3 % In countries with currencies other than the U.S. dollar, revenues and expenses are translated using monthly average exchange rates.
Such accounting policies require significant judgments, assumptions, and estimates used in the preparation of the consolidated financial statements, and actual results could differ materially from the amounts reported based on these policies .
The accounting policies described below are significantly affected by critical accounting estimates. Such accounting policies require significant judgments, assumptions, and estimates used in the preparation of the consolidated financial statements, and actual results could differ materially from the amounts reported based on these policies .
Financing of the Adenza Acquisition In June 2023, Nasdaq issued six series of notes for total proceeds of $5,016 million, net of debt issuance costs of $38 million, with various maturity dates ranging from 2025 to 2063.
Financing of the Adenza Acquisition In June 2023, Nasdaq issued six series of notes for total proceeds of $5,016 million, net of debt issuance costs of $38 million, with various maturity dates ranging from 2025 to 2063. The net proceeds from these notes were used to finance the majority of the cash consideration due in connection with the Adenza acquisition.
Tax Matters The following table presents our income tax provision and effective tax rate: Year Ended December 31, Percentage Change 2023 2022 2021 2023 vs. 2022 2022 vs. 2021 (in millions) Income tax provision $ 344 $ 352 $ 347 (2.3) % 1.4 % Effective tax rate 24.6 % 23.9 % 22.6 % For further discussion of our tax matters, see Note 17, “Income Taxes,” to the consolidated financial statements.
See “Equity Method Investments,” of Note 6, “Investments,” to the consolidated financial statements for further discussion. 44 Tax Matters The following table presents our income tax provision and effective tax rate: Year Ended December 31, Percentage Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (in millions) Income tax provision $ 334 $ 344 $ 352 (2.8) % (2.1) % Effective tax rate 23.1 % 24.6 % 23.9 % For further discussion of our tax matters, see Note 17, “Income Taxes,” to the consolidated financial statements.
Interest expense increased in 2023 compared with 2022 primarily due to debt issued in June 2023 to finance the Adenza acquisition as well as an increase in interest rates. See “Financing of the Adenza Acquisition,” of Note 9, “Debt Obligations,” to the consolidated financial statements for further discussion.
Interest expense increased in 2024 compared with the same period in 2023 primarily due to debt issued in June 2023 to finance the Adenza acquisition. See “Financing of the Adenza Acquisition,” of Note 9, “Debt Obligations,” to the consolidated financial statements for further discussion.
See Note 16, “Leases,” to the consolidated financial statements for further discussion of our leases. • Purchase obligations primarily represent minimum outstanding obligations due under software license agreements, of which the majority relates to our multi-year AWS partnership contract.
See Note 16, “Leases,” to the consolidated financial statements for further discussion of our leases. • Purchase obligations primarily represent minimum outstanding obligations due under software license agreements. The balance as of December 31, 2024 is primarily comprised of our multi-year AWS partnership contract.
Additionally, for Adenza recurring revenue contracts that include annual values that increase over time, we include in ARR only the annualized value of components of the contract that are considered active as of the date of the ARR calculation. We do not include the future committed increases in the contract value as of the date of the ARR calculation.
Additionally, for AxiomSL and Calypso recurring revenue contracts that include annual values that increase over time, we include in ARR only the annualized value of components of the contract that are considered active as of the date of the ARR calculation.
Currently, our cost and availability of funding remain healthy. We continue to prudently assess our capital deployment strategy through balancing acquisitions, internal investments, debt repayments, and shareholder return activity, including share repurchases and dividends.
We continue to prudently assess our capital deployment strategy through balancing internal investments, debt repayments, and shareholder return activity, including dividends and share repurchases, and potential acquisitions.
Regulatory Capital Requirements Clearing Operations Regulatory Capital Requirements We are required to maintain minimum levels of regulatory capital for the clearing operations of Nasdaq Clearing. The level of regulatory capital required to be maintained is dependent upon many factors, including market conditions and creditworthiness of the counterparty.
See Note 6, “Investments,” to the consolidated financial statements for further discussion. Regulatory Capital Requirements Clearing Operations Regulatory Capital Requirements We are required to maintain minimum levels of regulatory capital for the clearing operations of Nasdaq Clearing. The level of regulatory capital required to be maintained is dependent upon many factors, including market conditions and creditworthiness of the counterparty.
We recorded pre-tax, non-cash property and equipment asset impairment charges of $12 million in 2023, $14 million in 2022 and $4 million in 2021. See Note 20, “Restructuring Charges,” to the consolidated financial statements for a discussion of these plans.
We recorded pre-tax, non-cash property and equipment asset impairment charges, primarily in relation to our restructuring programs of $37 million in 2024, $12 million in 2023 and $8 million in 2022. See Note 20, “Restructuring Charges,” to the consolidated financial statements for a discussion of these plans.
While changes in interest rates will have no impact on the interest we pay on fixed-rate obligations, we are exposed to changes in interest rates as a result of the borrowings under our 2022 Revolving Credit Facility, our commercial paper program and the 2023 Term Loan as these facilities have a variable interest rate.
While changes in interest rates will have no impact on the interest we pay on fixed-rate obligations, we are exposed to changes in interest rates as a result of the borrowings under our 2022 Revolving Credit Facility, as this facility has a variable interest rate.
Tape plans 141 149 155 (5.4) % (3.9) % Other 75 71 78 5.6 % (9.0) % Total Market Services, net $ 987 $ 988 $ 1,005 (0.1) % (1.7) % In the table above, Other includes Nordic fixed income trading & clearing, Nordic derivatives and Canadian cash equities trading. U.S.
Tape plans 125 141 149 (11.5) % (5.4) % Other 70 75 71 (6.2) % 4.6 % Total Market Services, net $ 1,020 $ 987 $ 988 3.4 % (0.1) % 40 In the preceding table, Other includes Nordic fixed income trading & clearing, Nordic derivatives and Canadian cash equities trading. U.S.
GAAP net income attributable to Nasdaq and diluted earnings per share and non-GAAP net income attributable to Nasdaq and diluted earnings per share: Year Ended December 31, 2023 2022 2021 (in millions, except per share amounts) U.S.
The following table presents reconciliations between U.S. GAAP net income attributable to Nasdaq and diluted earnings per share and non-GAAP net income attributable to Nasdaq and diluted earnings per share: 45 Year Ended December 31, 2024 2023 2022 (in millions, except per share amounts) U.S.
When funds are not held at a central bank, we seek to substantially mitigate credit risk by ensuring that investments are primarily placed in large, highly rated financial institutions, highly rated government debt instruments and other creditworthy counterparties. • Liquidity Risk.
When funds are not held at a central bank, we seek to substantially mitigate credit risk by ensuring that investments are primarily placed in large, highly rated financial institutions, highly rated government debt instruments and other creditworthy counterparties. • Liquidity Risk: Liquidity risk is the risk a clearinghouse may not be able to meet its payment obligations in the right currency, in the right place and the right time.
The frequency and the amount of such expenses vary significantly based on the size, timing and complexity of the transaction. These expenses primarily include integration costs, as well as legal, due diligence and other third-party transaction costs.
The frequency and the amount of such expenses vary significantly based on the size, timing and complexity of the transaction. These expenses primarily include integration costs, as well as legal, due diligence and other third-party transaction costs. For the years ended December 31, 2024 and 2023, these costs primarily relate to the Adenza acquisition.
In addition, the clearinghouse investment guidelines allow for direct purchases or repurchase agreements with short dated maturities of high quality sovereign debt (for example, European government and U.S. Treasury securities), central bank certificates and multilateral development bank debt instruments. • Security Issuer Risk.
In addition, the clearinghouse investment guidelines allow for direct purchases or repurchase agreements with short dated maturities of high quality sovereign debt (for example, European government and U.S.
Pass-through fees can increase or decrease due to rate changes by the SEC, our percentage of the overall industry volumes processed on our systems, and differences in actual dollar value traded. Section 31 fees decreased in 2023 compared with 2022 primarily due to lower average SEC fee rates.
Pass-through fees can increase or decrease due to rate changes by the SEC, our percentage of the overall industry volumes processed on our systems, and differences in actual dollar value traded.
For The Nasdaq Stock Market and Nasdaq PSX, we credit a portion of the per share execution charge to the market participant that provides the liquidity, and for Nasdaq BX, we credit a portion of the per share execution charge to the market participant that takes the liquidity.
For The Nasdaq Stock Market and Nasdaq PSX, we credit a portion of the per share execution charge to the market participant that provides the liquidity, and for Nasdaq BX, we credit a portion of the per share execution charge to the market participant that takes the liquidity. U.S. Tape Plans The following table presents revenues from our U.S.
Although we believe our estimates of fair value are reasonable, the determination of certain valuation inputs is subject to management’s judgment. Changes in these inputs could materially affect the results of our impairment review.
No impairment of goodwill or indefinite-lived intangible assets was recorded in 2024, 2023 and 2022. Although we believe our estimates of fair value are reasonable, the determination of certain valuation inputs is subject to management’s judgment. Changes in these inputs could materially affect the results of our impairment review.
See “Share Repurchase Program,” and “Cash Dividends on Common Stock,” of Note 12, “Nasdaq Stockholders’ Equity,” to the consolidated financial statements for further discussion of our share repurchase program and cash dividends declared and paid on our common stock. Financial Investments Our financial investments totaled $188 million as of December 31, 2023 and $181 million as of December 31, 2022.
See Note 9, “Debt Obligations,” to the consolidated financial statements for further discussion of our debt obligations. See “Share Repurchase Program,” and “Cash Dividends on Common Stock,” of Note 12, “Nasdaq Stockholders’ Equity,” to the consolidated financial statements for further discussion of our share repurchase program and cash dividends declared and paid on our common stock.
Index Revenues The following table presents key drivers from our Index business: As of or Three Months Ended December 31, 2023 2022 2021 Number of licensed ETPs 388 379 362 TTM change in period end ETP AUM tracking Nasdaq indices (in billions) Beginning balance $ 315 $ 424 $ 359 Net appreciation (depreciation) 128 (142) 83 Net impact of ETP sponsor switches (1) (1) (92) Net inflows 31 34 74 Ending balance $ 473 $ 315 $ 424 Quarterly average ETP AUM tracking Nasdaq indices (in billions) $ 436 $ 326 $ 400 ARR $ 72 $ 68 $ 67 In the table above, TTM represents trailing twelve months.
Index Revenues The following table presents key drivers from our Index business: As of or Year Ended December 31, 2024 2023 2022 Number of licensed ETPs 401 364 348 TTM change in period end ETP AUM tracking Nasdaq indices (in billions) Beginning balance $ 473 $ 315 $ 424 Net appreciation (depreciation) 110 128 (142) Net impact of ETP sponsor switches (16) (1) (1) Net inflows 80 31 34 Ending balance $ 647 $ 473 $ 315 Annual average ETP AUM tracking Nasdaq indices (in billions) $ 558 $ 396 $ 351 ARR (in millions) $ 76 $ 72 $ 68 In the table above, TTM represents trailing twelve months.
GAAP net income attributable to Nasdaq $ 1,059 $ 1,125 $ 1,187 Non-GAAP adjustments: Amortization expense of acquired intangible assets 206 153 170 Merger and strategic initiatives expense 148 82 87 Restructuring charges 80 15 31 Lease asset impairments 25 — — Extinguishment of debt — 16 33 Net loss (income) from unconsolidated investees 7 (29) (52) Legal and regulatory matters 12 26 44 Net gain on divestiture of business — — (84) Pension settlement charge 9 — — Other 21 2 (82) Total non-GAAP adjustments 508 265 147 Total non-GAAP tax adjustments (134) (66) (61) Total non-GAAP adjustments, net of tax 374 199 86 Non-GAAP net income attributable to Nasdaq $ 1,433 $ 1,324 $ 1,273 U.S.
GAAP net income attributable to Nasdaq $ 1,117 $ 1,059 $ 1,125 Non-GAAP adjustments: Adenza purchase accounting adjustment 34 — — Amortization expense of acquired intangible assets 488 206 153 Merger and strategic initiatives expense 35 148 82 Restructuring charges 116 80 15 Lease asset impairments — 25 — Extinguishment of debt 4 — 16 Net (income) loss from unconsolidated investees (16) 7 (29) Legal and regulatory matters 20 12 26 Pension settlement charge 23 9 — Other (income) loss (15) 21 2 Total non-GAAP adjustments $ 689 $ 508 $ 265 Total non-GAAP tax adjustments (208) (134) (66) Tax on intra-group transfer of IP assets 33 — — Total non-GAAP adjustments, net of tax $ 514 $ 374 $ 199 Non-GAAP net income attributable to Nasdaq $ 1,631 $ 1,433 $ 1,324 U.S.
Nasdaq ’ s Operating Results The following tables summarize our financial performance for the year ended December 31, 2023 compared to the same period in 2022 and for the year ended December 31, 2022 when compared to the same period in 2021.
Risk Factors” for further discussion. 36 Nasdaq ’ s Operating Results The following table summarizes our financial performance for the year ended December 31, 2024 compared to the same period in 2023 and for the year ended December 31, 2023 compared to the same period in 2022.
For 2023, 2022 and 2021 this also includes net gains and losses from strategic investments entered into through our corporate venture program, which are included in other income (loss) in our Consolidated Statements of Income. • Significant tax items: The non-GAAP adjustment to the income tax provision for all periods primarily includes the tax impact of each non-GAAP adjustment.
For 2023, other items included certain financing costs related to the Adenza acquisition and a net loss from a strategic investments entered into through our corporate venture program. • Significant tax items: The non-GAAP adjustment to the income tax provision for all periods primarily includes the tax impact of each non-GAAP adjustment.
See Note 9, “Debt Obligations,” to the consolidated financial statements for further discussion of our debt obligations. 49 Contractual Obligations and Contingent Commitments Nasdaq has contractual obligations to make future payments under debt obligations by contract maturity, minimum rental commitments under non-cancelable operating leases and other obligations.
As of December 31, 2024, we were in compliance with the covenants of all of our debt obligations. See Note 9, “Debt Obligations,” to the consolidated financial statements for further discussion of our debt obligations. CONTRACTUAL OBLIGATIONS AND CONTINGENT COMMITMENTS Nasdaq has contractual obligations to make future payments under debt obligations by contract maturity, operating lease payments, and other obligations.
Year Ended December 31, 2023 2022 2021 Total U.S.-listed securities Total industry average daily share volume (in billions) 11.0 11.9 11.4 Matched share volume (in billions) 455.6 522.8 491.9 The Nasdaq Stock Market matched market share 15.8 % 16.2 % 15.8 % Nasdaq BX matched market share 0.4 % 0.5 % 0.6 % Nasdaq PSX matched market share 0.3 % 0.8 % 0.7 % Total matched market share executed on Nasdaq’s exchanges 16.5 % 17.5 % 17.1 % Market share reported to the FINRA/Nasdaq Trade Reporting Facility 36.7 % 35.2 % 34.9 % Total market share 53.2 % 52.7 % 52.0 % Nasdaq Nordic and Nasdaq Baltic securities Average daily number of equity trades executed on Nasdaq’s exchanges 666,411 908,813 1,036,523 Total average daily value of shares traded (in billions) $ 4.5 $ 5.4 $ 6.4 Total market share executed on Nasdaq’s exchanges 71.0 % 71.5 % 76.9 % In the tables above, total market share includes transactions executed on The Nasdaq Stock Market’s, Nasdaq BX’s and Nasdaq PSX’s systems plus trades reported through the FINRA/Nasdaq Trade Reporting Facility.
Year Ended December 31, 2024 2023 2022 Total U.S.-listed securities Total industry average daily share volume (in billions) 12.2 11.0 11.9 Matched share volume (in billions) 479.4 455.6 522.8 The Nasdaq Stock Market matched market share 15.1 % 15.8 % 16.2 % Nasdaq BX matched market share 0.3 % 0.4 % 0.5 % Nasdaq PSX matched market share 0.2 % 0.3 % 0.8 % Total matched market share executed on Nasdaq’s exchanges 15.6 % 16.5 % 17.5 % Market share reported to the FINRA/Nasdaq Trade Reporting Facility 44.3 % 36.7 % 35.2 % Total market share 59.9 % 53.2 % 52.7 % Nasdaq Nordic and Nasdaq Baltic securities Average daily number of equity trades executed on Nasdaq’s exchanges 651,455 666,411 908,813 Total average daily value of shares traded (in billions) $ 4.5 $ 4.5 $ 5.4 Total market share executed on Nasdaq’s exchanges 71.9 % 71.0 % 71.5 % Cash equity trading revenues and cash equity trading revenues, net increased in 2024 compared with the same period in 2023 primarily due to higher U.S. industry trading volumes, partially offset by lower overall U.S. matched market share executed on Nasdaq's exchanges.
The following tables present revenue and a key driver from our Other business: Year Ended December 31, Percentage Change 2023 2022 2021 2023 vs. 2022 2022 vs. 2021 (in millions) Other $ 75 $ 71 $ 78 5.6 % (9.0) % In the table above, other includes transaction rebates of $20 million, $30 million, and $32 million in 2023, 2022, and 2021 respectively.
The following tables present revenues and a key driver from our Other business: Year Ended December 31, Percentage Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (in millions) Other $ 70 $ 75 $ 71 (6.2) % 4.6 % In the preceding table, Other includes Canadian cash equity transaction rebates of $22 million, $20 million and $30 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Other significant items include: ◦ Lease asset impairments: For 2023, this includes impairment charges related to our operating lease assets and leasehold improvements associated with vacating certain leased office space, which are recorded in occupancy and depreciation and amortization expense in our Consolidated Statements of Income. ◦ Extinguishment of debt: For 2022 and 2021 this includes a loss on extinguishment of debt, which is recorded under general, administrative and other expense in our Consolidated Statements of Income. ◦ Legal and regulatory matters: For 2023 and 2022, this includes accruals related to certain legal matters.
Other significant items include: ◦ Lease asset impairments: For the year ended December 31, 2023, other items include impairment charges related to our operating lease assets and leasehold improvements associated with vacating certain leased office space, which are recorded in occupancy and depreciation and amortization expense in the Consolidated Statements of Income.
MARKET SERVICES The following table presents revenues from our Market Services segment: Year Ended December 31, Percentage Change 2023 2022 2021 2023 vs. 2022 2022 vs. 2021 (in millions) Market Services $ 3,156 $ 3,632 $ 3,471 (13.1) % 4.6 % Transaction-based expenses: Transaction rebates (1,838) (2,092) (2,168) (12.1) % (3.5) % Brokerage, clearance and exchange fees (331) (552) (298) (40.0) % 85.2 % Total Market Services, net $ 987 $ 988 $ 1,005 (0.1) % (1.7) % Our Market Services segment includes equity derivatives trading, cash equity trading, Nordic fixed income trading & clearing, U.S.
Market Services The following table presents revenues from our Market Services segment: Year Ended December 31, Percentage Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (in millions) Market Services $ 3,771 $ 3,156 $ 3,632 20.9 % (13.4) % Transaction-based expenses: Transaction rebates (2,026) (1,838) (2,092) 10.2 % (12.1) % Brokerage, clearance and exchange fees (725) (331) (552) 119.1 % (40.1) % Total Market Services, net $ 1,020 $ 987 $ 988 3.4 % (0.1) % The following table presents net revenues by product from our Market Services segment: Year Ended December 31, Percentage Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (in millions) U.S.
Equity Derivative Trading Revenues $ 1,257 $ 1,252 $ 1,367 0.4 % (8.4) % Section 31 fees 55 89 32 (38.2) % 178.1 % Transaction-based expenses: Transaction rebates (879) (878) (1,018) 0.1 % (13.8) % Section 31 fees (55) (89) (32) (38.2) % 178.1 % Brokerage and clearance fees (4) (3) (6) 33.3 % (50.0) % U.S.
Equity Derivative Trading Revenues $ 1,428 $ 1,257 $ 1,252 13.6 % 0.4 % Section 31 fees 87 55 89 56.9 % (37.9) % Transaction-based expenses: Transaction rebates (1,030) (879) (878) 17.1 % 0.2 % Section 31 fees (87) (55) (89) 56.9 % (37.9) % Brokerage and clearance fees (3) (4) (3) (16.5) % 13.9 % U.S.
Our primary exposure to net assets in foreign currencies as of December 31, 2023 is presented in the following table: Net Assets Impact of a 10% Adverse Currency Fluctuation (in millions) Swedish Krona $ 3,012 $ 301 Norwegian Krone 144 14 British Pound 140 14 Canadian Dollar 102 10 Australian Dollar 96 10 Euro 60 6 In the table above, Swedish Krona includes goodwill of $2,230 million and intangible assets, net of $498 million.
Our primary exposure to net assets in foreign currencies as of December 31, 2024 is presented in the following table: Net Assets Impact of a 10% Adverse Currency Fluctuation (in millions) Swedish Krona $ 2,737 $ (274) British Pound 136 (14) Norwegian Krone 134 (13) Canadian Dollar 107 (11) Australian Dollar 89 (9) In the table above, Swedish Krona includes goodwill of $2,028 million and intangible assets, net of $439 million.
Non-operating Income and Expenses The following table presents our non-operating income and expenses: Year Ended December 31, Percentage Change 2023 2022 2021 2023 vs. 2022 2022 vs. 2021 (in millions) Interest income $ 115 $ 7 $ 1 1,542.9 % 600.0 % Interest expense (284) (129) (125) 120.2 % 3.2 % Net interest expense (169) (122) (124) 38.5 % (1.6) % Net gain on divestiture of business — — 84 — % (100.0) % Other income (loss) (1) 2 81 (150.0) % (97.5) % Net income (loss) from unconsolidated investees (7) 31 52 (122.6) % (40.4) % Total non-operating income (expenses) $ (177) $ (89) $ 93 98.9 % (195.7) % The following table presents our interest expense: Year Ended December 31, Percentage Change 2023 2022 2021 2023 vs. 2022 2022 vs. 2021 (in millions) Interest expense on debt $ 272 $ 120 $ 115 126.7 % 4.3 % Accretion of debt issuance costs and debt discount 9 7 7 28.6 % — % Other fees 3 2 3 50.0 % (33.3) % Interest expense $ 284 $ 129 $ 125 120.2 % 3.2 % Interest income increased in 2023 compared with 2022 primarily due to a higher average cash balance during the period between the issuance of the senior unsecured notes in June 2023 and the closing of the Adenza acquisition, and an increase in interest rates.
Non-Operating Income and Expenses The following table presents our non-operating income and expenses: Year Ended December 31, Percentage Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (in millions) Interest income $ 28 $ 115 $ 7 (75.5) % 1,538.3 % Interest expense (414) (284) (129) 45.6 % 120.2 % Net interest expense (386) (169) (122) 128.3 % 38.4 % Other income (loss) 21 (1) 2 (5,232.5) % (121.9) % Net income (loss) from unconsolidated investees 16 (7) 31 (328.7) % (122.9) % Total non-operating expense $ (349) $ (177) $ (89) 97.4 % 96.7 % The following table presents our interest expense: Year Ended December 31, Percentage Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (in millions) Interest expense on debt $ 398 $ 272 $ 120 46.3 % 126.8 % Accretion of debt issuance costs and debt discount 13 9 7 33.9 % 37.0 % Other fees 3 3 2 18.7 % 21.2 % Interest expense $ 414 $ 284 $ 129 45.6 % 120.2 % Interest income decreased in 2024 compared with the same period in 2023 primarily due to a higher cash balance in 2023 during the period between the issuance of the senior unsecured notes in June 2023 and the close of the Adenza acquisition in November 2023.
The strong performance of our surveillance offerings was also the key driver of the increase in 2022 compared with 2021. 40 Capital Markets Technology Revenues The following table presents key drivers for Capital Markets Technology business: As of or Three Months Ended December 30, 2023 2022 2021 (in millions) ARR $ 799 $ 499 $ 475 Quarterly annualized SaaS revenues 108 39 31 Capital Markets Technology revenues increased in 2023 compared with 2022 and 2022 compared with 2021.
Capital Markets Technology Revenues The following table presents key drivers for our Capital Markets Technology business: As of or Year Ended December 31 2024 2023 2022 (in millions) ARR $ 868 $ 799 $ 499 Quarterly annualized SaaS revenues 134 108 39 Capital Markets Technology revenues increased in 2024 compared with the same period in 2023.
Equity and dividends Share Repurchase Program See “Share Repurchase Program,” of Note 12, “Nasdaq Stockholders’ Equity,” to the consolidated financial statements for further discussion of our share repurchase program. 48 Cash Dividends on Common Stock The following table presents our quarterly cash dividends paid per common share on our outstanding common stock: 2023 2022 First quarter $ 0.20 $ 0.18 Second quarter 0.22 0.20 Third quarter 0.22 0.20 Fourth quarter 0.22 0.20 Total $ 0.86 $ 0.78 See “Cash Dividends on Common Stock,” of Note 12, “Nasdaq Stockholders’ Equity,” to the consolidated financial statements for further discussion of the dividends.
Cash Dividends on Common Stock The following table presents our quarterly cash dividends paid per common share on our outstanding common stock: 2024 2023 First quarter $ 0.22 $ 0.20 Second quarter 0.24 0.22 Third quarter 0.24 0.22 Fourth quarter 0.24 0.22 Total $ 0.94 $ 0.86 See “Cash Dividends on Common Stock,” of Note 12, “Nasdaq Stockholders’ Equity,” to the consolidated financial statements for further discussion of the dividends. 49 Debt Obligations The debt obligations, by contractual maturity, at December 31, 2024 are as follows (in U.S.
When the clearinghouse has the ability to hold cash collateral at a central bank, the clearinghouse utilizes its access to the central bank system to minimize credit risk exposures.
The following is a summary of the risks associated with these deposits and how these risks are mitigated. • Credit Risk: When the clearinghouse has the ability to hold cash collateral at a central bank, the clearinghouse utilizes its access to the central bank system to minimize credit risk exposures.
Critical Accounting Policies and Estimates The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make judgments, assumptions, and estimates that affect the amounts reported in the consolidated financial statements and accompanying notes.
GAAP requires management to make judgments, assumptions, and estimates that affect the amounts reported in the consolidated financial statements and accompanying notes. Note 2, “Summary of Significant Accounting Policies,” to the consolidated financial statements describes the significant accounting policies and methods used in the preparation of the consolidated financial statements.
Our exposure to market risk for changes in interest rates relates primarily to our financial investments and debt obligations, which are discussed below. Financial Investments As of December 31, 2023, our investment portfolio was primarily comprised of highly rated European government debt securities, which pay a fixed rate of interest.
Financial Investments As of December 31, 2024, our investment portfolio was primarily comprised of highly rated European government debt securities, which pay a fixed rate of interest. These securities are subject to interest rate risk and the fair value of these securities will decrease if market interest rates increase.
Of these securities, $168 million as of December 31, 2023 and $161 million as of December 31, 2022 are assets primarily utilized to meet regulatory capital requirements, mainly for our clearing operations at Nasdaq Clearing. See Note 6, “Investments,” to the consolidated financial statements for further discussion.
Financial Investments Our financial investments totaled $184 million as of December 31, 2024 and $188 million as of December 31, 2023. Of these securities, $171 million as of December 31, 2024 and $168 million as of December 31, 2023 are assets primarily utilized to meet regulatory capital requirements, mainly for our clearing operations at Nasdaq Clearing.
The fair value estimates are based on available information as of the acquisition date and assumptions deemed reasonable by management but are inherently uncertain. See Note 4, “Acquisitions,” to the consolidated financial statements for further discussion of the Adenza Acquisition. During 2023, 2022 and 2021, we have not recorded any material measurement period adjustments to purchase price allocations.
During 2023 and 2022, we have not recorded any material measurement period adjustments to purchase price allocations. See Note 4, “Acquisition,” to the consolidated financial statements for further discussion of the Adenza Acquisition.
Net Cash Provided by (Used in) Investing Activities Net cash used in investing activities for the year ended December 31, 2023 primarily related to $5,766 million paid for the acquisition of Adenza, net of cash and cash equivalents acquired, purchases of property and equipment of 47 $158 million, net purchases of investments related to default funds and margin deposits of $74 million and $3 million from other investing activities, partially offset by proceeds from the sales and redemptions of trading securities, net of $7 million.
Net cash used in investing activities for the year ended December 31, 2023 related to $5,766 million paid for the acquisition of Adenza, net of cash and cash equivalents acquired, purchases of property and equipment of $158 million, net purchases of investments related to default funds and margin deposits of $74 million and $3 million from other investing activities, partially offset by proceeds from the sale and redemption of trading securities, net of $7 million. 48 Net Cash Provided by (Used in) Financing Activities Net cash used in financing activities for the year ended December 31, 2024 primarily related to a decrease in default funds and margin deposits of $1,030 million, dividend payments to our shareholders of $541 million, 2023 Term Loan repayment of $340 million, net repayments of our commercial paper of $291 million, repayments of debt and credit commitments of $181 million and repurchases of common stock of $145 million.

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