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clearing volumes and values across our markets have fluctuated
significantly depending on market conditions and other factors
beyond our control. Current initiatives being considered by
regulators and governments could have a material adverse effect
on overall trading and clearing volumes or values. 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. Declines in trading and clearing
volumes or values may also impact our market share or pricing
structures and adversely affect our business and financial
condition.
If our total market share in securities continues to decrease
relative to our competitors, our venues may be viewed as less
attractive sources of liquidity. If growth in overall trading
volume or value of these securities does not offset continued
declines in our market share, or if our exchanges are perceived
to be less liquid, then our business, financial condition and
operating results could be adversely affected.
Since some of our exchanges offer clearing services in addition
to trading services, a decline in market share of trading could
lead to a decline in clearing revenues. Declines in market share
also could result in issuers viewing the value of a listing on our
exchanges as less attractive, thereby adversely affecting our
listing business. Finally, declines in market share of Nasdaq-
listed securities could lower The Nasdaq Stock Market’s share
of tape pool revenues under the consolidated data plans, thereby
reducing the revenues of our Data Products business.
Our role in the global marketplace may place us at greater
risk for a cyberattack or other security incidents.
Our systems and operations are vulnerable to damage or
interruption from security breaches, hacking, data theft, denial
of service attacks, human error, natural disasters, power loss,
fire, sabotage, terrorism, computer viruses, intentional acts of
vandalism and similar events. 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.
While we continue to employ resources to monitor our systems
and protect our infrastructure, these measures may prove
insufficient depending upon the attack or threat posed. Any
system issue, whether as a result of an intentional breach or a
natural disaster, could damage our reputation and cause us to
lose customers, experience lower trading volumes or values,
incur significant liabilities or otherwise have a negative impact
on our business, financial condition and operating results. Any
system breach may go undetected for an extended period of
time. We also could incur significant expense in addressing any
of these problems and in addressing related data security and
privacy concerns.
The success of our business depends on our ability to keep up
with rapid technological and other competitive changes
affecting our industry. Specifically, we must complete
development of, successfully implement and maintain
platforms that have the functionality, performance, capacity,
reliability and speed required by our business and our
regulators, as well as by our customers.
The markets in which we compete are characterized by rapidly
changing technology, evolving industry and regulatory
standards, frequent enhancements to existing products and
services, the adoption of new services and products and
changing customer demands. We may not be able to keep up
with rapid technological and other competitive changes
affecting our industry. 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.
If we are unable to develop our platforms to include other
products and markets, or if our platforms do not have the
required functionality, performance, capacity, reliability and
speed required by our business and our regulators, as well as
by our customers, we may not be able to compete successfully.
Further, our failure to anticipate or respond adequately to
changes in technology and customer preferences or any
significant delays in product development efforts, could have
a material adverse effect on our business, financial condition
and operating results.
We may not be able to successfully integrate acquired
businesses, which may result in an inability to realize the
anticipated benefits of our acquisitions.
We must rationalize, coordinate and integrate the operations of
our acquired businesses, including ISE, Nasdaq CXC,
Marketwired and Boardvantage. This process involves
complex technological, operational and personnel-related
challenges, which are time-consuming and expensive and may
disrupt our business. The difficulties, costs and delays that could
be encountered may include:
•
difficulties, costs or complications in combining the
companies’ operations, including technology platforms,
which could lead to us not achieving the synergies we
anticipate or customers not renewing their contracts with
us as we migrate platforms;
•
incompatibility of
systems and operating methods;
•
reliance on a deal partner for transition services, including
billing 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;