NASDAQ, INC. Files 10-K for Fiscal Year Ended December 31, 2023

TL;DR

<b>NASDAQ, INC. has filed its 2023 10-K report detailing its financial performance and business operations.</b>

AI Summary

NASDAQ, INC. (NDAQ) filed a Annual Report (10-K) with the SEC on February 21, 2024. NASDAQ, INC. filed its annual 10-K report for the fiscal year ending December 31, 2023. The filing covers the period from January 1, 2023, to December 31, 2023. Key segments include Capital Access Platforms, Financial Technology, and Market Services. The company's principal executive offices are located at 151 W. 42nd Street, New York, NY 10036. NASDAQ, INC. was formerly known as NASDAQ OMX GROUP, INC. and NASDAQ STOCK MARKET INC.

Why It Matters

For investors and stakeholders tracking NASDAQ, INC., this filing contains several important signals. This 10-K filing provides a comprehensive overview of NASDAQ's financial health, operational segments, and strategic direction for the fiscal year 2023, crucial for investors assessing its performance. Understanding the details within this report is essential for stakeholders to evaluate NASDAQ's market position, revenue streams, and potential risks moving forward.

Risk Assessment

Risk Level: medium — NASDAQ, INC. shows moderate risk based on this filing. The company operates in the highly regulated financial services industry, facing risks related to market volatility, technological advancements, and cybersecurity threats, as evidenced by the nature of its business as a securities exchange and financial technology provider.

Analyst Insight

Investors should review the detailed financial statements and risk factors in the 10-K to assess NASDAQ's performance and future outlook.

Revenue Breakdown

Key Numbers

• 2023-12-31 — Fiscal Year End (Conformed period of report)
• 2024-02-21 — Filing Date (Date the 10-K was filed)
• 0001120193-24-000006 — Accession Number (Unique identifier for the filing)
• 146 — Public Document Count (Number of documents in the filing)

Key Players & Entities

• NASDAQ, INC. (company) — Filer of the 10-K report
• NASDAQ OMX GROUP, INC. (company) — Former name of NASDAQ, INC.
• NASDAQ STOCK MARKET INC (company) — Previous former name of NASDAQ, INC.
• 151 W. 42ND STREET (location) — Business address of NASDAQ, INC.
• New York (location) — City of NASDAQ, INC.'s business address

FAQ

Risk Factors

• Regulatory Environment [medium — regulatory]: NASDAQ operates in a highly regulated environment, subject to rules and oversight from various governmental and self-regulatory bodies.
• Market Volatility [medium — market]: The company's financial performance can be significantly impacted by fluctuations in global financial markets and trading volumes.
• Technological Risks [high — operational]: NASDAQ relies heavily on its technology infrastructure, making it vulnerable to system failures, cyberattacks, and the need for continuous innovation.

Key Dates

• 2023-12-31: Fiscal Year End — The end date for the reporting period covered by the 10-K.
• 2024-02-21: Filing Date — The date NASDAQ, INC. officially submitted its 10-K report to the SEC.

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value per share NDAQ The Nasdaq Sto
• $49.85 — sed on the last reported sales price of $49.85 of the common stock on The Nasdaq Stock
• $1.25 billion — 10-K. 2022 Revolving Credit Facility: $1.25 billion senior unsecured revolving credit facil
• $500 million — it facility issued in 2020 2025 Notes: $500 million aggregate principal amount of 5.650% se
• $1 billion — ed notes due June 30, 2026 2028 Notes: $1 billion aggregate principal amount of 5.350% se
• $650 million — otes due February 13, 2030 2031 Notes: $650 million aggregate principal amount of 1.650% se
• $550 million — d notes due April 28, 2050 2052 Notes: $550 million aggregate principal amount of 3.950% se
• $750 million — ed notes due March 7, 2052 2053 Notes: $750 million aggregate principal amount of 5.950% se
• $377 billion — ock Market during 2023, an aggregate of $377 billion in global equity market capitalization

Filing Documents

• ndaq-20231231.htm (10-K) — 3216KB
• ndaq12312023ex-421.htm (EX-4.21) — 223KB
• ndaq12312023ex-211.htm (EX-21.1) — 57KB
• ndaq12312023ex-231.htm (EX-23.1) — 9KB
• ndaq12312023ex-241.htm (EX-24.1) — 57KB
• ndaq12312023ex-311.htm (EX-31.1) — 10KB
• ndaq12312023ex-312.htm (EX-31.2) — 9KB
• ndaq12312023ex-321.htm (EX-32.1) — 9KB
• ndaq12312023ex-971.htm (EX-97.1) — 34KB
• ndaq-20231231_g1.jpg (GRAPHIC) — 148KB
• ndaq-20231231_g2.jpg (GRAPHIC) — 29KB
• ndaq-20231231_g3.jpg (GRAPHIC) — 28KB
• ndaq-20231231_g4.jpg (GRAPHIC) — 49KB
• ndaq-20231231_g5.jpg (GRAPHIC) — 49KB
• ndaq-20231231_g6.jpg (GRAPHIC) — 104KB
• ndaq-20231231_g7.jpg (GRAPHIC) — 54KB
• ndaq-20231231_g8.jpg (GRAPHIC) — 54KB
• ndaq-20231231_g9.jpg (GRAPHIC) — 63KB
• 0001120193-24-000006.txt (&nbsp;) — 17708KB
• ndaq-20231231.xsd (EX-101.SCH) — 101KB
• ndaq-20231231_cal.xml (EX-101.CAL) — 139KB
• ndaq-20231231_def.xml (EX-101.DEF) — 557KB
• ndaq-20231231_lab.xml (EX-101.LAB) — 1204KB
• ndaq-20231231_pre.xml (EX-101.PRE) — 867KB
• ndaq-20231231_htm.xml (XML) — 2662KB

Risk Factors

Item 1A. Risk Factors 18

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments 33 Item 1C. C ybersecurity 33

Properties

Item 2. Properties 34

Legal Proceedings

Item 3. Legal Proceedings 35

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 35 Part II.

Market for Registrant ' s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Registrant ' s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 35

[Reserved]

Item 6. [Reserved] 37

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 37

Quantitative and Qualitative Disclosures About Market Risk

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 55

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data 55

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 55

Controls and Procedures

Item 9A. Controls and Procedures 56

Other Information

Item 9B. Other Information 58

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 58 Part III.

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance 58

Executive Compensation

Item 11. Executive Compensation 58

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 58

Certain Relationships and Related Transactions, and Director Independence

Item 13. Certain Relationships and Related Transactions, and Director Independence 59

Principal Accountant Fees and Services

Item 14. Principal Accountant Fees and Services 59 Part IV.

Exhibits and Financial Statement Schedules

Item 15. Exhibits and Financial Statement Schedules 59

Form 10-K Summary

Item 16. Form 10-K Summary 62 i About this Form 10-K Throughout this Form 10-K, unless otherwise specified: "Nasdaq," "we," "us" and "our" refer to Nasdaq, Inc. "Nasdaq Baltic" refers to collectively, Nasdaq Tallinn AS, Nasdaq Riga, AS, and AB Nasdaq Vilnius. "Nasdaq BX" refers to the cash equity exchange operated by Nasdaq BX, Inc. "Nasdaq BX Options" refers to the options exchange operated by Nasdaq BX, Inc. "Nasdaq Clearing" refers to the clearing operations conducted by Nasdaq Clearing AB. "Nasdaq CXC" and "Nasdaq CX2" refer to the Canadian cash equity trading books operated by Nasdaq CXC Limited. "Nasdaq First North" refers to our alternative marketplaces for smaller companies and growth companies in the Nordic and Baltic regions. "Nasdaq GEMX" refers to the options exchange operated by Nasdaq GEMX, LLC. "Nasdaq ISE" refers to the options exchange operated by Nasdaq ISE, LLC. "Nasdaq MRX" refers to the options exchange operated by Nasdaq MRX, LLC. "Nasdaq Nordic" refers to collectively, Nasdaq Clearing AB, Nasdaq Stockholm AB, Nasdaq Copenhagen A/S, Nasdaq Helsinki Ltd, and Nasdaq Iceland hf. "Nasdaq PHLX" refers to the options exchange operated by Nasdaq PHLX LLC. "Nasdaq PSX" refers to the cash equity exchange operated by Nasdaq PHLX LLC. "The Nasdaq Options Market" refers to the options exchange operated by The Nasdaq Stock Market LLC. "The Nasdaq Stock Market" refers to the cash equity exchange and listing venue operated by The Nasdaq Stock Market LLC. Nasdaq also provides as a tool for the reader the following list of abbreviations and acronyms that are used throughout this Annual Report on Form 10-K. 2022 Revolving Credit Facility: $1.25 billion senior unsecured revolving credit facility, which matures on December 16, 2027, which has replaced the $1.25 billion credit facility issued in 2020 2025 Notes: $500 million aggregate principal amount of 5.650% senior unsecured notes due June 28, 2025 2026 Notes: $500 million aggregate prin

Forward-Looking Statements

Forward-Looking Statements The SEC encourages companies to disclose forward-looking information so that investors can better understand a company's future prospects and make informed investment decisions. This Annual Report on Form 10-K contains these types of statements. Words such as "may," "will," "could," "should," "anticipates," "envisions," "estimates," "expects," "projects," "intends," "plans," "believes" and words or terms of similar substance used in connection with any discussion of future expectations as to industry and regulatory developments or business initiatives and strategies, future operating results or financial performance, and other future developments are intended to identify forward-looking statements. These include, among others, statements relating to: our strategic direction, including changes to our corporate structure; the integration of acquired businesses, including accounting decisions relating thereto; the scope, nature or impact of acquisitions, divestitures, investments, joint ventures or other transactional activities; the effective dates for, and expected benefits of, ongoing initiatives, including transactional activities and other strategic, restructuring, technology, ESG, de-leveraging and capital return initiatives; our products and services; the impact of pricing changes; tax matters; the cost and availability of liquidity and capital; and any litigation, or any regulatory or government investigation or action, to which we are or could become a party or which may affect us and any potential settlements of litigation, regulatory or governmental investigations or actions, including with respect to our CFTC investigation. Forward-looking statements involve risks and uncertainties. Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include, among others, the following: our operating results may be lower than expected; our ability to successfully inte

Business

Item 1. Business Overview Nasdaq is a global technology company serving corporate clients, investment managers, banks, brokers, and exchange operators as they navigate and interact with the global capital markets and the broader financial system. We aspire to deliver world-leading platforms that improve the liquidity, transparency, and integrity of the global economy. Our diverse offering of data, analytics, software, exchange capabilities, and client-centric services enables clients to optimize and execute their business vision with confidence. We manage, operate and provide our products and services in three business segments: Capital Access Platforms, Financial Technology and Market Services. History Nasdaq was founded in 1971 as a wholly-owned subsidiary of FINRA. Beginning in 2000, FINRA restructured and broadened ownership in Nasdaq by selling shares to FINRA members, investment companies and issuers listed on The Nasdaq Stock Market. In connection with this restructuring, FINRA fully divested its ownership of Nasdaq in 2006, and The Nasdaq Stock Market became an independent registered national securities exchange in 2007. In February 2008, Nasdaq and OMX AB combined their businesses, and we changed our corporate name to The NASDAQ OMX Group, Inc. This transformational combination resulted in the expansion of our business from a U.S.-based exchange operator to a global exchange company offering technology that powers our own exchanges and markets as well as many other marketplaces around the world. We operated as the NASDAQ OMX Group until we rebranded our business as Nasdaq, Inc. in 2015. In November 2023, Nasdaq completed its acquisition of Adenza. Through its two solutions, AxiomSL and Calypso, Adenza is a provider of mission-critical risk management, regulatory reporting, and capital markets software to the financial services industry. The acquisition enhances our technology solutions and further expands Nasdaq's complementary offerings across miss

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