Nasdaq (NDAQ) 10-K risk factor changes: FY2017 vs FY2016

Poor economic conditions may result in a decline in trading volumes or values, deterioration of the economic welfare of our listed [added: companies and a reduction in the demand for our products, including our data, index, corporate solutions and market technology products.]

[removed: A reduction in trading volumes or values, market share of trading, the number of our listed companies, or demand for] Information Services, Corporate Solutions or Market Technology products due to economic conditions or other market factors could adversely affect our business, financial condition and operating results.

Marketplaces in both Europe and the U.S. have also merged to achieve greater economies of scale [added: and scope.]

Regulatory [removed: changes, such as MiFID,] [added: changes] also have facilitated the entry of new participants in the European Union that compete with our European markets.

[removed: We also compete with] respect to the pricing of data products and with respect to products for pre-trade book data and for post-trade last sale data.

These consequences could result in service outages, lower trading volumes or values, financial losses, decreased customer [removed: service][added: satisfaction and regulatory sanctions.]

We do not know whether we will be able to accurately project the rate, timing or cost of any [added: volume] increases, or expand and upgrade our systems and infrastructure to accommodate any increases in a timely manner.

In our technology operations, we have invested substantial amounts in the development of system [removed: platforms and in] [added: platforms,] the rollout of [removed: our platforms.]

Although investments are carefully planned, there can be no assurance that the demand for such platforms [added: or technologies] will justify the related [removed: investments and that the future levels of transactions executed on these platforms will be sufficient to generate an acceptable return on such] investments.

If we fail to generate adequate revenue from planned system [removed: platforms,] [added: platforms] or [added: the adoption of new technologies, or] if we fail to do so within the envisioned timeframe, it could have an adverse effect on our results of operations and financial condition.

[added: In recent years, trading and] clearing volumes and values across our markets have fluctuated significantly depending on market conditions and other factors beyond our control.

If our total market share in securities [removed: continues to decrease] [added: decreases] relative to our competitors, our venues may be viewed as less attractive sources of liquidity.

If [removed: growth in overall trading volume or value of these securities does not offset continued declines in] our [removed: market share, or if our] exchanges are perceived to be less liquid, then our business, financial condition and operating results could be adversely affected.

Our role in the global marketplace may place us at greater risk for a [removed: cyberattack or other security incidents.][added: cyberattack.]

Any system issue, whether as a result of an intentional [removed: breach] [added: breach, collateral damage from a new virus] or a [removed: natural disaster,] [added: non-malicious act,] 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.

[added: 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.

We must rationalize, coordinate and integrate the operations of our acquired businesses, including [removed: ISE, Nasdaq CXC, Marketwired] [added: eVestment] and [removed: Boardvantage.][added: Sybenetix.]

[removed: This process involves complex technological, operational and] personnel-related challenges, which are time-consuming and expensive and may disrupt our business.

Although we believe that we can meet our current capital requirements from internally generated funds, cash on hand and [removed: available] borrowings under our revolving credit [removed: facility,] [added: facility and commercial paper program,] if the capital and credit markets experience volatility, access to capital or credit may not be available on terms acceptable to us or at all.

[added: Limited access to] capital or credit in the future could have an impact on our ability to refinance debt, maintain our credit rating, meet our regulatory capital requirements, engage in strategic initiatives, make acquisitions or strategic investments in other [removed: companies] [added: companies, pay dividends, repurchase our stock] or react to changing economic and business conditions.

While we have policies and procedures to identify, monitor and manage our risks and regulatory obligations, we cannot assure you that our policies and procedures will always be effective or that we [removed: will always be successful in monitoring or evaluating the risks to which we are or may be exposed.]

[removed: There is a risk that trading will shift to exchanges that charge lower] fees because, among other reasons, they spend significantly less on regulation.

The SEC and FINRA impose rules that require notification when a broker-dealer’s net capital falls below certain predefined criteria, dictate the ratio of debt to equity in the regulatory capital composition of a broker-dealer and constrain the ability of a broker-dealer to expand its business [added: under certain circumstances.]

In [removed: all the aforementioned] [added: these] countries, we have received authorization from the relevant authorities to conduct our regulated business activities.

[removed: The SEC, FINRA and the national] securities exchanges have introduced several initiatives to ensure the oversight, integrity and resilience of markets.

[removed: Future] [added: Industry responses to the] MiFID II and MiFIR rules [added: or other applicable rules] could affect our operations in Europe.

In 2016, the Canadian Securities Administrators approved amendments [removed: that impose a fee cap for trading fees and the adoption of] [added: adopting] a Data Fees Methodology that restricts the total amount of fees that can be charged by all marketplaces to a reference level that is not yet defined.

[added: There is a risk that a different interpretation of this term may influence] the fees for European data products adversely.

In [removed: addition] [added: addition,] any future actions by the European Commission or European court decisions could affect our ability to offer data products in the same manner [removed: that we do today] [added: as today,] thereby causing an adverse effect on our Data Products revenues.

[removed: On August 22,] [added: In] 2013, we experienced an outage in the exclusive processor system we maintain and operate on behalf of all exchanges that trade Nasdaq-listed stocks that resulted in a market-wide trading halt lasting approximately three hours.

Additionally, the UTP Operating Committee [removed: recently] approved Nasdaq’s proposal to transfer the processor technology from its current enhanced platform to Nasdaq’s INET platform.

[removed: Although the market for listings over the past couple of years was strong,] [added: A] stagnation or decline in the number of new listings on The Nasdaq Stock Market and the Nasdaq Nordic and Nasdaq Baltic exchanges will impact our revenues.

[removed: We recognize] [added: Through December 31, 2017, we recognized] revenue from new listings on The Nasdaq Stock Market on a straight-line basis over an estimated six-year service period.

[removed: As a result,] [added: Both before and after the adoption of this new accounting standard,] a stagnant market for listings could cause a decrease in revenues for future years.

These rating agencies regularly evaluate [removed: us] [added: us,] and their ratings of our long-term debt [added: and commercial paper] are based on a number of factors, including our financial strength and corporate development [removed: activity] [added: activity,] as well as factors not entirely within our control, including conditions affecting [removed: the financial services] [added: our] industry generally.

Our failure to maintain those ratings could [added: reduce or eliminate our ability to issue commercial paper and] adversely affect the cost and other terms upon which we are able to obtain funding and increase our cost of [added: capital.]

A reduction in credit ratings would also result in increases in the cost of our [added: commercial paper and other] outstanding debt as the interest rate on the outstanding amounts under our credit facilities and most tranches of our senior notes fluctuates based on our credit ratings.

Damage to our reputation could cause some issuers not to list their securities on our exchanges, as well as reduce the trading volumes or values on our exchanges or cause us to lose [added: customers in our Data Products, Index Licensing and Services, Corporate Solutions or Market Technology businesses.]

As of December 31, [removed: 2016,] [added: 2017,] goodwill totaled approximately [removed: $6.0] [added: $6.6] billion and intangible assets, net of accumulated amortization, totaled approximately [removed: $2.1] [added: $2.5] billion.

We assess goodwill and intangible assets, as well as other long-lived assets, including equity and cost method [removed: investments,] [added: investments] and property and [removed: equipment] [added: equipment,] for impairment on an annual basis or more frequently if indicators of impairment arise.

Our customers historically cut back on purchases of new services and technology when growth rates decline, thereby reducing our opportunities to sell new products and services or upgrade existing products and services.

A reduction in trading volumes or values, market share of trading, the number of our listed companies, or demand for

We also compete with

our platforms and the adoption of new technologies, such as blockchain, machine intelligence and the cloud.

Our systems and operations are vulnerable to damage or interruption from security breaches.

Some of these threats include attacks from foreign governments, hacktivists, insiders and criminal organizations.

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 by human error or malicious activity and criminal organizations may seek to profit from stolen data.

Computer viruses and worms also continue to be a threat with ransomware increasingly being used by criminals to extort money.

This process involves complex technological, operational and

| • | reliance on, or provision of, transition services; |

will always be successful in monitoring or evaluating the risks to which we are or may be exposed.

The court has not yet reached a decision on our appeal.

There is a risk that trading will shift to exchanges that charge lower

In 2016, the SEC approved a plan to establish a market-wide consolidated audit trail (CAT) to improve regulators’ ability to monitor trading activity.

In addition to increased regulatory obligations, implementation of a consolidated audit trail could result in significant additional expenditures, including to implement any new technology to meet any plan’s requirements.

The SEC, FINRA and the national

Changes to the rules themselves could also affect our operations in Europe.

The decision defeating the challenge was reaffirmed at the administrative level in early 2018.

The new MiFID II/MiFIR rules entail that the price for regulated data such as pre- and post-trade data shall be based

on cost plus a reasonable margin.

However, what constitutes “reasonable margin” is not clearly defined.

Our operational processes are subject to the risk of error, which may result in financial loss or reputational damage.

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

Our businesses are highly dependent on our ability to process and report, on a daily basis, a large number of transactions across numerous and diverse markets.

Some of our operations require complex processes, and the introduction of new products or services or changes in processes or reporting due to regulatory requirements may result in an increased risk of errors for a period after implementation.

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

Use of our products and services as part of the investment process creates the risk that clients, or the parties whose assets are managed by our clients, may pursue claims against us in the event of such delay or error.

Even with a favorable outcome, significant litigation against us might unduly burden management, personnel, financial and other resources.

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

These errors may result in negative customer experiences that could damage our reputation, thereby causing loss of customers, loss of revenues

and liability for damages, thereby adversely affecting our business and financial results.

Laws and regulations regarding the handling of personal data and information may affect our services or result in increased costs, legal claims or fines against us.

Our business relies on the processing of data in many jurisdictions and the movement of data across national borders.

Legal and contractual requirements relating to the collection, storage, handling, use, disclosure, transfer and security of personal data continue to evolve; regulatory scrutiny in this area is increasing around the world.

Significant uncertainty exists as privacy and data protection laws may be interpreted and applied differently across jurisdictions and may create inconsistent or conflicting requirements.

The European Union General Data Protection Regulation, or GDPR, which becomes effective in May 2018, extends the scope of the European Union data protection law and requires companies to meet new requirements regarding the handling of personal data.

In addition to directly applying to certain Nasdaq business activities, we expect that this regulation may impact many of our customers, which may affect their requirements and decisions related to services that we offer.

Although we have a program underway to address GDPR requirements, our efforts to comply with GDPR and other privacy and data protection laws may entail substantial expenses, may divert resources from other initiatives and projects, and could impact the services that we offer.

Furthermore, enforcement actions and investigations by regulatory authorities related to data security incidents and privacy violations continue to increase.

Risks Relating to our Business

companies and a reduction in the demand for our products, including our data, index, corporate solutions and market technology products.

In the last several decades, many marketplaces in both Europe and the U.S. have demutualized to provide greater flexibility for future growth.

and scope.

The proposed mergers of the LSE with Deutsche Börse A.G. and of CBOE with BATS are two current examples of pending consolidation among marketplaces.

and satisfaction and regulatory sanctions.

In recent years, trading and

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.

Specifically, we must complete

| • | reliance on a deal partner for transition services, including billing services; |

| • | difficulties in operating acquired businesses in parallel with similar businesses that we operated previously; |

Limited access to

under certain circumstances.

The non-U.S. countries in which we currently operate or share ownership in regulated businesses include Canada, Sweden, Finland, Denmark, Iceland, Estonia, Lithuania, Latvia, Norway, Armenia, the Netherlands and the United Kingdom.

In 2015, the SEC created an Equity Market Structure Advisory Committee to consider and opine on market structure issues relevant to Nasdaq’s three U.S. equities markets.

Within the past year, the Advisory Committee held three meetings and discussed a wide range of issues, including order routing, best execution, access fees and maker-taker pricing, market data fees, and securities information processors.

The Advisory Committee has recommended that the SEC conduct an Access Fee Pilot that could limit the ability of Nasdaq’s three cash equities exchanges to assess fees and could impact the overall revenue of these exchanges.

Additionally, the SEC recently extended the announced sunset of this Advisory Committee from February 2017 to August 2017, and further extensions are possible.

While these discussions may impact Nasdaq’s

business in the future, it is too early to determine which, if any, of the Advisory Committee recommendations the Commission will propose, adopt and implement.

Until this reference is established, increases in market data fees will not be permitted.

It is expected that the future MiFID II rules will result in a definition of the term “reasonable commercial basis.” There is a risk that the final wording of this definition may influence

capital.

customers in our Data Products, Index Licensing and Services, Corporate Solutions or Market Technology businesses.

In addition, we recorded asset impairment charges of $49 million in 2014.

We also may borrow up to an additional $749 million under our revolving credit facility.

Our credit facilities allow us to pay cash dividends on our common stock as long as certain leverage ratios are maintained.

They monitor the listing of cash equities and other financial instruments.

The protective steps that we take may be inadequate to deter misappropriation of our proprietary information.

Failure to protect our

current law, could subject us to additional U.S. income taxes,

less applicable foreign tax credits.

obligations, which would have a material adverse effect on our business, financial condition and operating results.

Some of our risk management methods may

| • | we may incur certain adjustments to reflect the financial condition and operating results under U.S. GAAP and U.S. dollars. |

Risks Relating to an Investment in Our Common Stock

We are a leading provider of trading, clearing, [removed: exchange] [added: marketplace] technology, regulatory, securities listing, information and public [added: and private] company services.

Our technology powers markets across the globe, supporting equity derivative trading, clearing and settlement, cash equity trading, fixed income [added: trading,] trading [added: surveillance] and many other functions.

[removed: We] [added: In our transactional business, we] serve listed companies, market participants and investors by providing derivative, commodities, cash equity, and fixed income markets, [added: as well as clearing services,] thereby facilitating economic growth and corporate entrepreneurship.

[removed: We] [added: Our non-transactional businesses] provide [removed: market] technology to exchanges, clearing organizations and central securities depositories around the world.

| • | [removed: The] [added: the] demand for licensed [removed: ETPs] [added: ETPs, enhanced analytics] and other financial products based on our indexes as well as changes to the underlying assets associated with existing licensed financial products; |

| • | [removed: Competition] [added: competition] related to pricing, product features and service offerings; [added: and] |

| • | [removed: Regulatory] [added: regulatory] changes relating to market structure or affecting certain types of instruments, transactions, pricing structures or capital market [removed: participants; and] [added: participants.] |

| • | [removed: Technological] [added: technological] advances and members’ and customers’ demand for speed, efficiency, and [removed: reliability.] [added: reliability;] |

The current consensus forecast for gross domestic product growth for the U.S. is [removed: 1.6% in 2016 and] 2.3% in 2017 and [added: 2.5% in 2018 and] the Eurozone is [removed: 1.6%] [added: 2.3%] in [removed: 2016] [added: 2017] and [removed: 1.4%] [added: 2.1%] in [removed: 2017.][added: 2018.]

While [removed: we expect continued modest annual] growth [removed: in many of our non-trading segments (Corporate Services, Information Services, and Market Technology), we recognize that] [added: is accelerating,] there are a number of significant structural and political issues continuing to impact the global economy.

Additional impacts on our business drivers include the international enactment and implementation of new legislative and regulatory initiatives, [added: notably MiFID II in Europe,] the evolution of market participants’ trading and investment strategies, and the continued rapid progression and deployment of new technology in the financial [added: services industry.]

The business environment that [removed: influenced] [added: influences] our financial performance [removed: for 2016] [added: in 2018] may be characterized as follows:

| • | [removed: Intense] [added: intense] competition among U.S. exchanges and dealer-owned systems for cash equity trading [removed: volume] and strong competition between MTFs and exchanges in Europe for cash equity [removed: trading volume;] [added: trading; and] |

| • | [removed: Globalization] [added: globalization] of exchanges, customers and competitors extending the competitive horizon beyond national [removed: markets;] [added: markets.] |

[removed: Our strategy] [added: The focus for both our non-transactional and transactional businesses] continues to include identifying organic growth [removed: within our core business units] and developing adjacent opportunities [removed: within] [added: to] our [removed: core] [added: existing] businesses.

In addition, our strategy includes identifying acquisitions that [removed: both,] [added: both] complement our strengths and extend our capabilities, and offer opportunities for revenue and expense synergies and increased shareholder value.

During [removed: 2017,] [added: 2018,] we expect changes in both the competitive and regulatory [removed: environments.][added: environments in our transactional businesses.]

We expect intense competition among U.S. equity and options marketplaces to continue and new entrants [removed: will be] [added: may also become] part of our competitive environment.

[removed: regulations may be delayed and consequently create] [added: Consequently, 2018 is] an uncertain environment for our [added: European transactional] businesses.

The following [removed: discusses] [added: summarizes] our [removed: 2017] [added: 2018] outlook for each of our segments:

If [added: the] increased levels of market volatility [removed: persist] [added: seen] in [removed: 2017,] [added: early February 2018 persist into the balance of 2018, then] many of the asset classes within our Market Services segment and our Data Products business will continue to benefit.

NFX continues to [removed: experience growth] [added: expand its offering] in its energy derivative products.

We enter [removed: 2017] [added: 2018] with [removed: a clear opportunity] [added: plans] to increase the number of clients running on the NFX platform, and we continue to identify additional products to bring to market.

We expect global markets to [removed: continue to] be [removed: marked] [added: influenced] by significant change in [removed: 2017,] [added: 2018,] driven [removed: primarily] by [added: economic factors and] regulatory initiatives in the U.S. and Europe as recently adopted regulations and legislation continue to be implemented.

These changes could result in the continued fragmentation of [added: U.S. equity derivative and] cash equity markets, and trading could continue to migrate from exchanges to OTC systems, particularly in the U.S. [removed: Conversely,] [added: We anticipate that] trading [removed: in OTC derivatives could begin to] [added: volumes will] move [removed: onto exchanges] [added: to new types of broker-operated systems in Europe] and [removed: other execution facilities.][added: potentially from exchanges to broker-operated systems as the industry responds to European Union regulatory changes.]

As we look toward the future, we continue to make progress [removed: to leverage] [added: in leveraging] emerging technologies to expand the ways we serve clients, with our launch of the trading and analytics product suite, [added: Analytics Hub,] which [removed: just begins to leverage] [added: leverages] machine intelligence in its [removed: logic.][added: logic to serve investors.]

We also continue to make strides in expanding our Index Licensing and Services business, in particular in our [removed: smart-beta] [added: smart beta] products, which make up a strong portion of our growing [added: total] assets under [removed: management total.][added: management.]

[removed: During 2016,] [added: Overall,] we made significant progress [added: in 2017] to enhance the client experience.

Growth in [added: 2018 for] our Corporate Services segment will depend on a [added: continued] positive economic [removed: outlook and] [added: outlook,] a lower level of merger and acquisition [removed: transactions.][added: transactions and a reasonable level of volatility.]

[removed: In 2016, we announced the Nasdaq Financial Framework, which is our new, modular architecture that will provide next generation capital markets] capabilities, including the integration of blockchain technology across the issuance and settlement of securities, as well as cloud-enabled trading and clearing.

[removed: We] [added: Based on customer interest and sales during 2017, we] expect this next generation platform to contribute meaningfully to our order intake in [removed: 2017] [added: 2018] and beyond.

[removed: In] Summary

Consistent with our long-term strategy, we [removed: will continue] [added: expect] to leverage our technology strengths [removed: and] [added: to] offer new products that expand and strengthen our relationships with existing and new customers.

We will continue to look for opportunities to further [removed: diversify] [added: expand] our business with enhanced product offerings and/or acquisitions that are complementary to our existing businesses.

See Note 1, “Organization and Nature of Operations,” and Note [removed: 19,] [added: 20,] “Business Segments,” to the consolidated financial statements for further discussion of our reportable [removed: segments and additional financial information about geographic data,] [added: segments,] as well as how management allocates resources, assesses performance and manages these businesses as four separate segments.

| | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| Total industry average daily volume (in millions) | | [removed: 14.4] [added: 14.7] | | | | [removed: 14.8] [added: 14.4] | | | | [removed: 15.3] [added: 14.8] | | |

| Nasdaq PHLX matched market share | | [removed: 16.0] [added: 17.3] | | % | | [removed: 16.7] [added: 16.0] | | % | | [removed: 16.0] [added: 16.7] | | % |

| The Nasdaq Options Market matched market share | | [removed: 7.8] [added: 9.2] | | % | | [removed: 7.7] [added: 7.8] | | % | | [removed: 10.0] [added: 7.7] | | % |

| Nasdaq BX Options matched market share | | [removed: 0.8] [added: 0.7] | | % | | 0.8 | | % | | [removed: 0.9] [added: 0.8] | | % |

| • | the acceptance of cloud-based services and advanced analytics by our customers and global regulators; |

U.S. growth forecasts for 2018 remained relatively consistent through the first half of 2017, but have been climbing upwards since then and are currently 0.2 percentage points higher than forecasted at the start of the year.

Growth forecasts for the Eurozone in 2018 have steadily risen since an estimate of 1.5% at the start of 2017.

Volatility was low throughout 2017; however, in early February 2018, volatility levels have increased.

Following weakness in 2016 and early 2017, IPO activity has picked up somewhat over the past three quarters particularly in our Nordics market.

| • | rapidly evolving technology for our non-transactional businesses and their clients; |

| • | increased demand for applications using emerging technologies and sophisticated analytics by both new entrants and industry incumbents; |

| • | the expansion of the number of industries and emergence of new industries, seeking to use advanced market technology; |

2018 Outlook

For key trends that may influence our business, see “Item 1.

Business—2017 Strategic Review.” Our strategy consists of leveraging our market technology and information analytics expertise across our global capital markets.

Our non-transactional businesses seek to provide increased transparency and analytics to the investment community and to expand our market technology offerings that power trading, post-trade and surveillance.

New competitors will arise from both startups and existing firms and some existing competitors will fade as continued rapid technological change dominates the competitive environment in 2018.

We expect regulation to also evolve as governments and regulators respond to emerging technologies.

The growth of a market place economy in financial services and beyond, the need for new analytic capabilities to process the data explosion, the evolution of the investment management industry, and our existing clients continued outsourcing of non-differentiating capabilities and processes create opportunities for our non-transactional businesses in 2018 and beyond.

In the U.S., in 2017, CBOE completed its acquisition of BATS, trading commenced on Miami's second option exchange, NYSE announced plans to begin trading Tape B and Tape C stocks on its floor and to launch a fourth equities exchange, and CBOE and CME began trading bitcoin futures.

Industry response to the implementation of MiFID II in early 2018 is still unfolding, particularly the anticipated increase in the number of Systematic Internalizer trading systems operated by large financial service firms and electronic markets.

The 2017 acquisition of eVestment added the strong network effects of a leading analytics provider to our product offerings.

The performance of our market data products offerings reflect overall market conditions as well as our ability to offer market participants superior performance and efficiency relative to our competitors’ products.

Our market data products also face pressure from our customers’ desire to minimize their costs and from regulatory changes in the regions where we operate.

In addition, we continue to look for opportunities to expand product sales through additional geographic expansion and new opportunities such as eVestment.

In 2017, we combined our two board portal platforms.

In addition, we created an architectural foundation for our next generation corporate solutions products using the cloud and machine learning to offer enhanced surveillance tools.

2017 was a record year for Nordic IPOs, while the IPO market was more subdued in the U.S. Nasdaq led U.S. exchanges for IPOs for the fifth consecutive year.

There was strong momentum in U.S. listing switches with the largest issuer ever to switch their exchange listing to Nasdaq in 2017.

As part of our strategic review, we identified the areas of our Corporate Solutions business that were of greatest importance to our customer base, that demonstrated significant growth opportunities, and where we could apply our technology to enhance customer value and drive future growth.

We determined that our Investor Relations and Board & Leadership Services would be our area of focus and we commenced a process to evaluate strategic alternatives for the Public Relations Solutions and Digital Media Services businesses within our Corporate Solutions business and in January 2018, we announced the sale of these businesses.

See “Definitive Agreement to Sell our Public Relations Solutions and Digital Media Services Businesses,” of Note 21, “Subsequent Events,” to the consolidated financial statements for further discussion.

During 2017, we continued to invest in the Nasdaq Financial Framework, which is our market technology modular architecture that will provide next generation capital market

In addition, during 2017, we enhanced our SMARTS product and acquired deeper surveillance and behavioral capabilities through Sybenetix.

Our service delivery model continues to evolve as we move from deployed software to a Platform-as-a-Service approach as cloud capabilities and market acceptance mature.

| (7) | Number of total listings on The Nasdaq Stock Market at period end, including 373 ETPs as of December 31, 2017 and 328 as of December 31, 2016. |

N/M Not meaningful.

The increases in 2017 were primarily due to the inclusion of a full year of revenues from our acquisition of ISE compared with six months in 2016, higher U.S. industry trading volumes and an increase in our overall U.S. matched market share.

The increase in 2017 compared with 2016 is primarily due to the inclusion of a full year of Section 31 fees from our acquisition of ISE compared with six months in 2016.

2017 compared with 2016 and 2016 compared to 2015.

The increase in 2017 was primarily due to the inclusion of a full year of rebates associated with our acquisition of ISE compared with six months in 2016, increases in rebate capture, higher U.S. industry trading volumes, and an increase in our overall U.S. matched market share.

The increase in 2016 was primarily due to the inclusion of six months of rebates associated with our acquisition of ISE, partially offset by lower U.S. industry trading volumes and lower market share at Nasdaq PHLX.

The decrease in cash equity trading revenues in 2017 was also partially offset by an increase in Section 31 pass-through fee revenue.

For The Nasdaq Stock Market, Nasdaq PSX and Nasdaq Canada, we credit a portion of the per share execution charge to the market participant that

| | |

| --- | --- |

Currently our business drivers are defined by investors and companies which have a wait and see posture about the pace of future global economic growth.

Forecasts for both regions have been experiencing downward revisions over the last year as the outlook for growth deteriorates with significant downward revisions for the Eurozone following Brexit.

Very recent forecasts for the U.S., however, have speculated that U.S. economic growth may be stronger than baseline forecasts depending on the fiscal priorities of the new administration.

Following elevated volatility levels in the second half of 2015, market volatility remained high in the first quarter of 2016 before declining into the second quarter.

Volatility remained at a moderate level throughout the remainder of the year except for two spikes following the results of the Brexit vote and the U.S. presidential election.

Volatility and market uncertainty in 2016 led to the worst year for the number of U.S. IPO listings since 2012.

services industry.

| • | Headwinds in fund flows and market performance negatively impacted new business and assets under management of existing business in our Index Licensing and Services business during the first half of 2016. However, performance began to improve during the latter part of 2016, with assets under management ending the year higher versus 2015. In addition, we had solid growth in our Data Products business; and |

| • | Market trends requiring continued investment in technology to meet customers’ and regulators’ demands as markets and participants adapt to a global financial industry, as increasing numbers of new companies are created, and as emerging countries show ongoing interest in developing their financial markets. |

2017 Outlook

In the U.S., in 2016, The Investors Exchange LLC became a registered exchange, CBOE and BATS announced their intent to merge as did Deutsche Börse A.G. and LSE.

In February 2017, Miami International Securities Exchange launched a second options exchange.

Full implementation of these

An example of this was launching the first fixed income product leveraging the DWA relative strength methodology, in partnership with State Street Corporation.

In 2016, our Corporate Solutions business launched Nasdaq IR Insight, our investor relations platform.

In doing both of these, we created an architectural foundation for our next generation corporate solutions products going forward.

In addition, we continued to invest in our Public Relations and Governance businesses through our acquisitions of Marketwired and Boardvantage.

Volatility in the markets will have a negative impact on the pace of IPOs and consequently on the opportunities for revenue

growth in our Listing Services and Corporate Solutions businesses.

In 2016, due to changes in our executive leadership and to better reflect how our chief operating decision maker views the businesses, we realigned our reportable segments to integrate the Corporate Solutions and Listing Services businesses into our new Corporate Services segment.

Market Technology is now a separate reportable segment.

Prior to this change, our Corporate Solutions and Market Technology businesses were part of our Technology Solutions segment.

All prior period segment disclosures have been recast to reflect our change in reportable segments.

| (7) | Number of listed companies for The Nasdaq Stock Market at period end, including separately listed ETPs. |

| • | lower market share at Nasdaq PHLX. |

| • | a decline in overall market share at our three U.S. options exchanges; |

| • | an unfavorable impact from foreign exchange of $10 million, partially offset by; |

| • | an increase in trading volumes in European stock options and index futures products. |

Further impacting the decrease in equity derivative trading and clearing revenues less transaction-based expenses in 2015 was a decrease in the U.S. average net capture rate.

differences in actual dollar value of shares traded.

The decrease in 2015 compared with 2014 was primarily due to lower rates and lower dollar value traded.

| • | decrease in the average rebate rate; |

| • | decline in overall market share at our three U.S. options exchanges; and |

| • | decrease in U.S. industry trading volumes. |

Cash equity trading revenues decreased in 2015 compared with 2014 primarily due to:

| • | a decline in Section 31 pass-through fee revenue; and |

| • | an unfavorable impact from foreign exchange of $18 million, partially offset by; |

| • | an increase in the U.S. average revenue capture rate. |

Information about quantitative and qualitative disclosures about market risk is incorporated herein by reference from [added: “Item 7.]

“Item 7.

Nasdaq, Inc. is a leading provider of trading, clearing, [removed: exchange] [added: marketplace] technology, regulatory, securities listing, information and public [added: and private] company services.

Our technology powers markets across the globe, supporting equity derivative trading, clearing and settlement, cash equity trading, fixed income [added: trading,] trading [added: surveillance] and many other functions.

See Note 1, “Organization and Nature of Operations,” and Note [removed: 19,] [added: 20,] “Business Segments,” to the consolidated financial statements for additional financial information about our reportable segments and geographic data.

[removed: Following our acquisition of ISE, we now] [added: We] operate six electronic options exchanges in the U.S.: Nasdaq PHLX, The Nasdaq Options Market, Nasdaq BX Options, Nasdaq ISE, Nasdaq [removed: GMNI] [added: GEMX] and Nasdaq [removed: MCRY.][added: MRX.]

[removed: Our] options trading platforms provide trading opportunities to both retail investors, algorithmic trading firms and market makers, who tend to prefer electronic trading, and institutional investors, who typically pursue more complex trading strategies and often trade on the floor.

[added: The Nasdaq Stock] Market is the largest single venue of liquidity for trading U.S.-listed cash equities.

In addition, Nasdaq owns [removed: the] [added: two] central securities depositories [added: that provide services] in [removed: Estonia, Latvia] [added: the Baltic countries] and [removed: Lithuania.][added: Iceland.]

Collectively, the Nasdaq Nordic and Nasdaq Baltic exchanges offer trading in cash [removed: equities and] [added: equities,] depository receipts, warrants, convertibles, rights, fund units and [removed: exchange traded funds.][added: ETFs.]

The U.S. portion of Nasdaq Fixed Income includes [removed: the business formerly known as eSpeed,] an electronic platform for trading U.S. [removed: Treasuries that we acquired in June 2013.][added: Treasuries.]

Nasdaq Stockholm is the largest bond listing venue in the Nordics, with more than [removed: 8,300] [added: 8,000] listed retail [added: and institutional bonds.]

[removed: In addition, Nasdaq Nordic facilitates] the trading and clearing of Nordic fixed income derivatives in a unique market structure.

[removed: The] [added: These] products are listed on two of Nasdaq’s derivatives exchanges.

[removed: NFX, which is a designated contract market authorized by the CFTC, offers] [added: NFX currently lists] cash-settled energy derivatives based on key energy benchmarks including oil, natural gas and U.S. power.

Available services also include direct settlement with the Nordic central securities depositories, real-time updating and communication via the Society for Worldwide Interbank Financial Telecommunication [added: (SWIFT)] to deposit banks.

We [added: currently] provide Corporate Solutions products and services in the following key areas:

| • | Investor Relations. We offer investor relations content, analytics, advisory services and communications tools, including investor relations webcasting, press release services, and websites. Our [removed: solutions make it easier for companies] [added: solutions, including our Nasdaq IR Insight platform, allow investor relations officers] to [removed: interact] [added: manage their investor relations programs using a variety of tools] and [removed: communicate with analysts] [added: information to understand their investor base, manage meetings] and [removed: investors] [added: read research, consensus estimates and news] while meeting corporate governance and disclosure requirements. [removed: In early 2016, we launched Nasdaq IR Insight, our new investor relations platform.] |

| • | Public [removed: Relations.] [added: Relations Solutions.] We offer solutions to help clients identify, reach, monitor and measure their public relations program. We provide traditional and social media contacts databases, backed by our internal research analysts. Our press release distribution network allows clients to reach global audiences cost-effectively. Our suite of technology solutions and expert analysts help clients monitor key news media for their brand, reputation, products, as well as industry competitors, and measure the success of their communications programs. [removed: In February 2016, we acquired Marketwired, a global newswire operator and press release distributor that is being integrated into this business.] |

| • | [removed: Multimedia Solutions.] [added: Digital Media Services.] We offer a platform and services which enable our customers to produce webcasts for a wide range of applications, including investor relations, public relations, marketing and internal communications. [added: We also provide webhosting services.] |

| • | [removed: Governance.] [added: Board & Leadership.] We offer [removed: a] secure collaboration [removed: platform] [added: platforms] for boards of directors or any team collaborating on confidential [added: documents and] initiatives. Our solutions protect sensitive data and facilitate productive collaboration, so board members and teams can work faster and more effectively. [removed: In May 2016, we acquired Boardvantage, a leading provider of collaboration and meeting productivity tools for boards of directors and executive leadership teams. This acquisition is being integrated into our governance business.] |

As of December 31, [removed: 2016,] [added: 2017,] a total of [removed: 2,897] [added: 2,949] companies listed securities on The Nasdaq Stock Market, with [removed: 1,443] [added: 1,413] listings on The Nasdaq Global Select Market, [removed: 783] [added: 819] on The Nasdaq Global Market and [removed: 671] [added: 717] on The Nasdaq Capital Market.

In [removed: 2016,] [added: 2017,] The Nasdaq Stock Market attracted [removed: 283] [added: 268] new listings, including [removed: 91] [added: 136] IPOs, [removed: 73%] [added: 63%] of U.S. IPOs in [removed: 2016.][added: 2017.]

| Switches from the New York Stock Exchange LLC, or NYSE, and NYSE [removed: MKT] [added: American] LLC, or NYSE [removed: MKT] [added: American] | [removed: 20] [added: 11] | |

| IPOs | [removed: 91] [added: 136] | |

| Upgrades from OTC | [removed: 37] [added: 43] | |

| ETPs and Other Listings | [removed: 135] [added: 78] | |

The [removed: 20] [added: 11] NYSE- or NYSE [removed: MKT-listed] [added: American-listed] companies that switched to The Nasdaq Stock Market, represented approximately [removed: $61] [added: $217.8] billion in market capitalization.

As of December 31, [removed: 2016,] [added: 2017,] a total of [removed: 900] [added: 984] companies listed securities on our Nordic and Baltic exchanges and Nasdaq First North.

[removed: Customers issue securities in the form of cash] equities, depository receipts, warrants, ETPs, convertibles, rights, options, bonds or fixed-income related products.

In [removed: 2016,] [added: 2017,] a total of [removed: 88] [added: 108] new companies listed on our Nordic and [added: Baltic exchanges and Nasdaq First North.]

In addition, [removed: seven] [added: 10] companies upgraded their listings from Nasdaq First North to the Nordic and Baltic exchanges.

Our Listing Services business also includes NPM, which provides [removed: services] [added: liquidity solutions] for private companies.

Our Data Products business sells and distributes historical and real-time quote and trade information to [removed: market participants] [added: the sell-side, the buy-side, retail online brokers, proprietary trading shops, other venues, internet portals] and data distributors.

Our data products enhance transparency of [removed: the] market activity within [removed: the] [added: our] exchanges [removed: that we operate] and provide critical information to professional and [removed: nonprofessional] [added: non-professional] investors globally.

We provide varying levels of quote and trade information to [removed: market participants and to data distributors,] [added: our customers] who in turn provide subscriptions for this information.

TotalView shows subscribers quotes, orders and total anonymous interest at every [added: displayed] price level in The Nasdaq Stock Market for Nasdaq-listed securities and critical data for the opening, closing, halt and IPO crosses.

We also offer TotalView products for our Nasdaq BX, Nasdaq PSX, Nasdaq Fixed Income and [added: other] 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, Ultrafeed, a normalized high speed, [added: and] consolidated data feed [removed: offering, and DWA’s web-based advisor tools.][added: offering.]

The [removed: UTP Plan administrator sells] [added: plan administrators sell] quotation and last sale information for all transactions in Nasdaq-listed securities, whether traded on The Nasdaq Stock Market or other exchanges, to market participants and to data distributors, who [removed: then provide the information to subscribers.]

After deducting costs, [removed: as permitted under] the [removed: revenue sharing provision of the UTP Plan, the UTP Plan administrator distributes] [added: plan administrators distribute] the tape revenues to the respective [removed: UTP Plan participants, including The Nasdaq Stock Market, Nasdaq BX and Nasdaq PSX,] [added: plan participants] based on a formula required by Regulation NMS that takes into account both trading and quoting activity.

[removed: Finally, we] [added: We also] provide index data products based on Nasdaq indexes.

Our most recent significant acquisitions include ISE in 2016 and eVestment in 2017.

2017 Strategic Review

In 2017, Nasdaq completed a review of its strategy for long-term growth.

We examined key macroeconomic, regulatory and technology trends, consulted with our clients about short- and long-term trends in their businesses and assessed the competitive landscape.

We identified the following key trends that we believe will shape our future opportunities.

Key Trends

| • | Marketplace Economy. As technology evolves, market trends suggest that commerce will increasingly be transacted electronically. Auctions and mechanisms that allow two-sided price negotiations and require high-quality market oversight will be prevalent. This is already |

true today across many asset classes inside and outside the financial markets.

In addition, financial institutions are seeking to digitize many processes to gain efficiencies.

| • | Data Explosion. We have seen, and expect to continue to see, a proliferation of data from many new and non-traditional sources that impact our clients’ interactions with the capital markets. We expect that our clients will seek new analytical capabilities, including machine intelligence, to transform raw data into market insights. This, in turn, is expected to trigger opportunities for those who create data or harness its power. |

| • | Evolution of Investment Management. New competitive dynamics among all types of asset managers are increasing their need to differentiate in order to compete for assets. Alternative investment and financing options are becoming more accessible. We expect this evolution to translate to greater technology needs, increasing utilization of quantitative data and analytics to facilitate more advanced investing styles and a growing demand for compliance and surveillance solutions. |

| • | Banks Embrace Change as They Evolve. Before the credit crisis, global banks relied heavily on their own proprietary technology. Since then, these institutions have begun to embrace alternative operational constructs, including technology or outsourcing partnerships, especially in market and regulatory technology. |

Our Vision, Mission and Strategy

As a result of the strategic review, we restated our vision, mission and strategy, with the full review and approval of our board of directors.

Our vision, mission and strategy embrace our strengths to focus on our clients and their evolving needs.

| • | Our Vision: Reimagining markets to realize the potential of tomorrow. |

| • | Our Mission: We bring together ingenuity, integrity and insights to deliver markets that accelerate economic progress and empower people to achieve their greatest ambitions. |

| • | Our Strategy: Under our renewed strategic direction, we plan to maximize the resources, people and capital allocated to our biggest growth opportunities, particularly in our Market Technology and Information Services businesses. We also commit to sustaining the special marketplace platform businesses that are core to Nasdaq, and to reduce capital and resources in areas that are not as strategic to our clients and do not have significant growth potential within Nasdaq. |

| ◦ | Increasing Investment in Businesses Where We See the Highest Growth Opportunity. We intend to increase investment in areas that we believe solve our clients’ biggest challenges and generate growth for our stockholders. These businesses include: our Market Technology segment, including our regulatory technology businesses; the data analytics business |

within our Information Services segment; and NPM, within our Corporate Services segment.

We have already begun this effort through our 2017 acquisitions of eVestment and Sybenetix, which are part of our Information Services and Market Technology segments, respectively.

We also are investing further in the Market Technology segment through the Nasdaq Financial Framework, the expansion of our SMARTS products and customers and our efforts to commercialize disruptive technologies, including blockchain, machine intelligence and the cloud.

| ◦ | Maintaining Investment in our Core. We intend to maintain investments in our core businesses, notably our foundational trading and listings businesses and related market data business. |

| ◦ | Optimizing Slower Growth Businesses. We intend to review areas that are not critical to our core. In these areas, we expect to target resiliency and efficiency versus growth, and thus free up resources to redirect toward greater opportunities. |

We recently entered into a definitive agreement to sell the public relations (Public Relations Solutions) and webcasting and webhosting (Digital Media Services) products and services within our Corporate Solutions business to West Corporation.

The closing of this transaction, which is subject to regulatory approvals and customary closing conditions, is projected to occur in the second quarter of 2018.

Any additional future cash flow resulting from the implementation of the Tax Cuts and Jobs Act enacted in December 2017 will be considered when evaluating our capital allocation priorities described above.

Our

In addition, we operate three markets for the trading of Canadian-listed securities.

In addition, Nasdaq Nordic facilitates

We also operate NFX, which is a U.S. based designated contract market authorized by the CFTC.

| | |

| --- | --- |

| | |

| --- | --- |

| | |

| --- | --- |

| | |

| --- | --- |

In connection with our strategic direction and the decision to reorient the company, we have entered into a definitive

These acquisitions included, among others, the Philadelphia Stock Exchange, Inc. in 2008, SMARTS in 2010, eSpeed and the TR Corporate businesses in 2014 and ISE in 2016.

In 2016, due to changes in our executive leadership and to better reflect how our chief operating decision maker views the businesses, we realigned our reportable segments to integrate the Corporate Solutions and Listing Services businesses into our new Corporate Services segment.

Market Technology is now a separate reportable segment.

Prior to this change, our Corporate Solutions and Market Technology businesses were part of our Technology Solutions segment.

All prior period segment

disclosures have been recast to reflect our change in reportable segments.

Our FICC business was formerly referred to as fixed income, currency and commodities trading and clearing, and our Trade Management Services business was formerly referred to as access and broker services.

We operate multiple exchanges and other marketplace facilities across several asset classes, including derivatives, commodities, cash equity, debt, structured products and ETPs.

In addition, in some countries where we operate exchanges, we also provide broker services, clearing, settlement and central depository services.

Our transaction-based platforms provide market participants with the ability to access, process, display and integrate orders and quotes.

The platforms allow the routing and execution of buy and sell orders as well as the reporting of transactions, providing fee-based revenues.

For the year ended December 31, 2016, our options exchanges had a combined matched market share of 31.6% in the U.S. equity options market, consisting of 16.0% at Nasdaq PHLX, 7.8% at The Nasdaq Options Market, 0.8% at Nasdaq BX Options, 5.8% at Nasdaq ISE, 1.1% at Nasdaq GMNI and 0.1% at Nasdaq MCRY.

The Nasdaq Stock

For the year ended December 31, 2016, our cash equity exchanges had a combined matched market share of 17.4% in the U.S. cash equity market, consisting of 14.0% at The Nasdaq Stock Market, 2.4% at Nasdaq BX and 1.0% at Nasdaq PSX.

In February 2016, we acquired Chi-X Canada ATS Limited, a leading alternative market in Canada for the trading of Canadian-listed securities.

With this acquisition, which expanded Nasdaq’s Cash Equity Trading business in North America, Nasdaq offers two lit markets and one dark market for the trading of Canadian-listed securities.

Effective June 1, 2016, we changed the name of Chi-X Canada to Nasdaq CXC.

Nasdaq owns Nasdaq Tallinn and has a majority ownership in Nasdaq Vilnius and Nasdaq Riga.

In early 2017, we announced a new fixed income strategy under new leadership.

The repositioning, which is designed to enhance the customer experience, brings our U.S. and European fixed income products and services together under a single brand called Nasdaq Fixed Income.

and institutional bonds.

We also operate NFX, our U.S. based energy derivatives market.

In 2013, we acquired the TR Corporate businesses, which were integrated into our Corporate Solutions business.

We currently have approximately 18,000 Corporate Solutions clients.

| Total | 283 | |

Notable switches included IHS Markit Ltd., Imperva, Inc., OPKO Health, Inc. and Scripps Networks Interactive, Inc.

Baltic exchanges and Nasdaq First North.

We also provide options, futures, commodities, U.S. Treasury, indexes and mutual fund data.

The Nasdaq Stock Market acts as the processor and administrator for the UTP Plan.

In addition, much like Nasdaq-listed securities, all quotes and

trades in NYSE- and NYSE MKT-listed securities are reported and disseminated in real-time, and as such, we share in the tape revenues for information on NYSE- and NYSE MKT-listed securities.

In addition, the ISE options exchanges and Nasdaq CXC have data businesses that Information Services now manages and distributes.

The Nasdaq Global Index Family represents more than 98% of the global equity investable marketplace.

During 2016, we launched the Nasdaq Financial Framework to deliver to our Market Technology clients a single operational core that ties together Nasdaq’s portfolio of technology offerings across the trade lifecycle.

This portfolio includes technology solutions for trading, clearing, settlement, surveillance and information dissemination to markets with wide-ranging requirements, from the leading markets in the U.S., Europe and Asia to emerging markets in the Middle East, Latin America and Africa.

Our trading and data solutions are utilized by exchanges, alternative-trading venues, banks and securities brokers with marketplace offerings of their own.

In the post-trade stage, we offer integrated systems solutions for clearing (risk management) and settlement (settlement and delivery) of both cash equities and derivatives to clearing organizations around the world.

We also offer broker services through SMARTS.

In responding to

Many vendors offer specialized services that focus on a niche sector while the larger players in the market may offer additional services around corporate governance.

[removed: For further discussion, see “Litigation,”] [added: See “Legal and Regulatory Matters,”] of Note [removed: 18,] [added: 19,] “Commitments, Contingencies and Guarantees,” to the consolidated financial statements, which is incorporated herein by reference.

| | For the fiscal year ended December 31, [removed: 2016] [added: 2017] |

Securities registered pursuant to Section 12(g) of the Act: [added: None]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or] a smaller reporting [added: company, or an emerging growth] company.

See the definitions of “large accelerated filer,” “accelerated [removed: filer” and] [added: filer,”] “smaller reporting company” [added: and “emerging growth company”] in Rule 12b-2 of the Exchange Act.

As of June 30, [removed: 2016,] [added: 2017,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $7.4] [added: $8.3] billion (this amount represents approximately [removed: 114.8] [added: 116.7] million shares of Nasdaq, Inc.’s common stock based on the last reported sales price of [removed: $64.67] [added: $71.49] of the common stock on The Nasdaq Stock Market on such date).

| Class | [added: |] Outstanding at February [removed: 22, 2017] [added: 21, 2018] |

| Common Stock, $.01 par value per share | [removed: 166,747,494] [added: | 166,560,632] shares |

| Certain portions of the Definitive Proxy Statement for the [removed: 2017] [added: 2018] Annual Meeting of Stockholders | Part III |

| Item 1. | [removed: [Business](#s74549D3ED77187A6F984E00264E966D1)] [added: [Business](#s76184d3d0aa349598bbfce315d5726f4)] | [removed: [2](#s74549D3ED77187A6F984E00264E966D1)] [added: [2](#s76184d3d0aa349598bbfce315d5726f4)] |

| Item 1A. | [Risk [removed: Factors](#s3A2DDB3C4A96C64FB502E002651B0BBE)] [added: Factors](#s119d9525fd27495980897cd5b9f52e37)] | [removed: [13](#s3A2DDB3C4A96C64FB502E002651B0BBE)] [added: [14](#s119d9525fd27495980897cd5b9f52e37)] |

| Item 1B. | [Unresolved Staff [removed: Comments](#sD2CC0D7DA823999D54FBE002653E8FB9)] [added: Comments](#s2b9ab60000a64fa58bcbfd5d6675c099)] | [removed: [24](#sD2CC0D7DA823999D54FBE002653E8FB9)] [added: [26](#s2b9ab60000a64fa58bcbfd5d6675c099)] |

| Item 2. | [removed: [Properties](#s4588168911905C59E7F4E002656ED820)] [added: [Properties](#sd4e2e176f4704e6596cbef1fae399601)] | [removed: [25](#s4588168911905C59E7F4E002656ED820)] [added: [26](#sd4e2e176f4704e6596cbef1fae399601)] |

| Item 3. | [Legal [removed: Proceedings](#sBFF9B6B12259092E8720E00265912FEB)] [added: Proceedings](#s47fb4811b9464b2dac10d0076b3e842a)] | [removed: [25](#sBFF9B6B12259092E8720E00265912FEB)] [added: [26](#s47fb4811b9464b2dac10d0076b3e842a)] |

| Item 4. | [Mine Safety [removed: Disclosures](#sFDFBE63E938558A873F7E00265C2B6F7)] [added: Disclosures](#s7ce14dd027bf41dc8ed39996fff2ca9a)] | [removed: [25](#sFDFBE63E938558A873F7E00265C2B6F7)] [added: [26](#s7ce14dd027bf41dc8ed39996fff2ca9a)] |

| Item 5. | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s7C05D29C4A172E85B06FE0025FE7BD3D)] [added: Securities](#sf38557f0953c4cb2b9ee2f84c68a45cd)] | [removed: [25](#s7C05D29C4A172E85B06FE0025FE7BD3D)] [added: [26](#sf38557f0953c4cb2b9ee2f84c68a45cd)] |

| Item 6. | [Selected Financial [removed: Data](#s4CD476A4456E10962B9AE002663937DC)] [added: Data](#sea39ea39ee7a4f21b75cbc3730fff75a)] | [removed: [28](#s4CD476A4456E10962B9AE002663937DC)] [added: [29](#sea39ea39ee7a4f21b75cbc3730fff75a)] |

| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s0EB6B506DDBFB9FBEB1EE0026668FA28)] [added: Operations](#sBB9B6D028523527AA56F7D5B0F3F052D)] | [removed: [29](#s0EB6B506DDBFB9FBEB1EE0026668FA28)] [added: [30](#sBB9B6D028523527AA56F7D5B0F3F052D)] |

| Item 7A. | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#sF133E657026839428E71E0026904374D)] [added: Risk](#s59c82832e3874ab9a4e2378fae781777)] | [removed: [54](#sF133E657026839428E71E0026904374D)] [added: [54](#s59c82832e3874ab9a4e2378fae781777)] |

| Item 8. | [Financial Statements and Supplementary [removed: Data](#sE84B9CE91EB3751461B3E002692953A0)] [added: Data](#s0a395171c8244d4aa0465aba1fe05e9c)] | [removed: [54](#sE84B9CE91EB3751461B3E002692953A0)] [added: [54](#s0a395171c8244d4aa0465aba1fe05e9c)] |

| Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s5D0CF44B0ED6EA81B89FE0026957DE3B)] [added: Disclosure](#s5bf04be2444841ffaf0dd73ea89c7c46)] | [removed: [55](#s5D0CF44B0ED6EA81B89FE0026957DE3B)] [added: [55](#s5bf04be2444841ffaf0dd73ea89c7c46)] |

| Item 9A. | [Controls and [removed: Procedures](#s81AFC5D0098DD3CA66D8E00269774700)] [added: Procedures](#s3348E31258BF5619BEBD2B7426286E2F)] | [removed: [55](#s81AFC5D0098DD3CA66D8E00269774700)] [added: [55](#s3348E31258BF5619BEBD2B7426286E2F)] |

| Item 9B. | [Other [removed: Information](#s40CE10EC14699431F369E00269CB710E)] [added: Information](#sc48fdc75f3c64581ad841ffa080fe2f9)] | [removed: [57](#s40CE10EC14699431F369E00269CB710E)] [added: [58](#sc48fdc75f3c64581ad841ffa080fe2f9)] |

| Item 10. | [Directors, Executive Officers and Corporate [removed: Governance](#sB8982FA4008E3B7AED10E0026A1E4894)] [added: Governance](#s65fa1a7cffd74ffeab0f9e83d7344391)] | [removed: [57](#sB8982FA4008E3B7AED10E0026A1E4894)] [added: [58](#s65fa1a7cffd74ffeab0f9e83d7344391)] |

| Item 11. | [Executive [removed: Compensation](#sDCAD4B61FF3B03D81A44E0026A50DF0B)] [added: Compensation](#s33d3cb26021c4dfd9798cf8d71e678e4)] | [removed: [57](#sDCAD4B61FF3B03D81A44E0026A50DF0B)] [added: [58](#s33d3cb26021c4dfd9798cf8d71e678e4)] |

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s32A86157DBF433D0C45FE0026A717EC7)] [added: Matters](#sc657b30f780146328a6ab261ade29117)] | [removed: [57](#s32A86157DBF433D0C45FE0026A717EC7)] [added: [58](#sc657b30f780146328a6ab261ade29117)] |

| Item 13. | [Certain Relationships and Related Transactions, and Director [removed: Independence](#s74D3AE3D7F2AF83172A5E0026AA3872B)] [added: Independence](#s8239c4a71f3d4580acde99439bec748d)] | [removed: [57](#s74D3AE3D7F2AF83172A5E0026AA3872B)] [added: [58](#s8239c4a71f3d4580acde99439bec748d)] |

| Item 14. | [Principal Accountant Fees and [removed: Services](#sB6E403070FB4DBFD1FF9E0026AC564E6)] [added: Services](#s517d753a7b954b949a55d9fcd65c1d00)] | [removed: [58](#sB6E403070FB4DBFD1FF9E0026AC564E6)] [added: [59](#s517d753a7b954b949a55d9fcd65c1d00)] |

| Item 15. | [Exhibits, Financial Statement [removed: Schedules](#s0663647B5A96B0B30354E0026B18234B)] [added: Schedules](#sd6ce1c9d87be4d59b0b5430115f9db03)] | [removed: [58](#s0663647B5A96B0B30354E0026B18234B)] [added: [59](#sd6ce1c9d87be4d59b0b5430115f9db03)] |

| Item 16. | [removed: [Item 16. Form] [added: [Form] 10-K [removed: Summary](#sa5562048263a49079fddfe79d81fd35c)] [added: Summary](#s2118cef125d646379b8fa8a6e478ca60)] | [removed: [63](#sa5562048263a49079fddfe79d81fd35c)] [added: [64](#s2118cef125d646379b8fa8a6e478ca60)] |

| • | “Nasdaq [removed: GMNI”] [added: ISE”] refers to the options exchange operated by [removed: ISE Gemini,] [added: Nasdaq ISE,] LLC. |

| • | “Nasdaq [removed: ISE”] [added: GEMX”] refers to the options exchange operated by [removed: International Securities Exchange,] [added: Nasdaq GEMX,] LLC. |

| • | “Nasdaq [removed: MCRY”] [added: MRX”] refers to the options exchange operated by [removed: ISE Mercury,] [added: Nasdaq MRX,] LLC. |

Nasdaq also provides [added: as a tool for] the [added: reader the] following list of abbreviations and acronyms [removed: as a tool for the reader] that are used throughout this Annual Report on Form 10-K.

[removed: 2014] [added: 2017] Credit Facility: [removed: $750 million] [added: $1 billion] senior unsecured revolving credit [removed: commitment] [added: facility] which matures on [removed: November] [added: April] 25, [removed: 2019][added: 2022]

Proxy Statement: Nasdaq’s Definitive Proxy Statement for the [removed: 2017] [added: 2018] Annual Meeting of Stockholders

@TRADE®, [removed: ACES,] [added: ACES®, AT TRADE®,] AT-TRADE®, AGGREGATION, TRANSPARENCY, CONTROL®, AUTO WORKUP®, AXE®, BOARDVANTAGE, BWISE®, BWISE BUSINESS IN CONTROL®, BWISE RAPID DEPLOYMENT SOLUTION®, BX VENTURE MARKET®, [removed: E MARKET®,] CANADIAN DIVIDEND ACHIEVERS®, CCBN®, CCN®, CCN NEWSNET DESIGN, CCNMATTHEWS®, CLICK XT®, CONDICO®, CYBER SECURITY®, D.A.L.I®, [removed: DATAXPRESS®,] DEFENSE OF INTERNATIONAL MARKETS AND EXCHANGES SYMPOSIUM®, DIMES®, DIRECTORS DESK®, DIRECTORSDESK®, DIVIDEND ACHIEVERS®, DORSEY WRIGHT®, DREAM IT.

DO IT.®, DWA®, DWA MATRIX®, [removed: DX®,] EQQQ, E (design), E-SPEED®, [removed: E SPEED (device),] ESPEED®, ESPEEDOMETER®, EXACTEQUITY®, EXIGO, FINQLOUD®, FINQLOUD REGULATORY RECORDS RETENTION® FIRST NORTH®, FONDSBØRSEN®, FTEN®, GENIUM®, GIDS®, GLOBE NEWSWIRE®, GO!

POWERED BY MARKETWIRE®, HACK®, IGNITE YOUR AMBITION®, INET®, [added: INTERNATIONAL SECURITIES EXCHANGE®,] INVESTOR WORLD®, IPOWORLD®, [added: ISE,] ISE BIG DATA®, ISE [added: FX OPTIONS®, ISE GEMINI®, ISE] MOBILE [removed: PAYMENTS®] [added: PAYMENTS®, ISEE SELECT®,] ISSUERWORLD®, ITCH®, KFXAKTIEINDEX®, [removed: LIQUIDITYXPRESS®,] LONGITUDE®, MARKET INTELLIGENCE DESK®, MARKET [removed: LINQUIDITY,MARKET] [added: LINQUIDITY, MARKET] MECHANICS®, MARKETSITE®, [added: MARKETWIRE®,] MARKETWIRE BEYOND WORDS®, MARKETWIRE RESONATE®, [removed: MARKETWIRE®,] MARKETWIRE GO!

®, MARKETWIRED RESONATE®, MARKETWIRED®, MW®, MW MARKET WIRED®, MW MARKETWIRED THE POWER OF INFLUENCE®, MY CCBN®, MYMEDIAINFO®, [added: NAREX®,] NASDAQ®, NASDAQ 100 INDEX®, NASDAQ - FINANCIAL®, NASDAQ BIOTECHNOLOGY INDEX®, NASDAQ CANADA®, NASDAQ CANADA COMPOSITE INDEX®, NASDAQ CANADA INDEX®, NASDAQ CAPITAL MARKET®, NASDAQ COMPOSITE®, NASDAQ COMPOSITE INDEX®, NASDAQ COMPUTER INDEX®, NASDAQ DIVIDEND ACHIEVERS®, NASDAQ DUBAI®, NASDAQ [added: DUBAI ACADEMY®, NASDAQ] EUROPE®, NASDAQ EUROPE COMPOSITE INDEX®, NASDAQ FINANCIAL-100 INDEX®, NASDAQ [added: FUTURES®, NASDAQ] FX®, NASDAQ GLOBAL MARKET®, NASDAQ GLOBAL SELECT MARKET®, NASDAQ INDUSTRIAL INDEX®, NASDAQ INTERACT®, NASDAQ INTERNET INDEX®, NASDAQ IQ FUND®, [added: NASDAQ IR INSIGHT®, NASDAQ JAPAN®, NASDAQ MARKET ANALYTIX®, NASDAQ MARKET CENTER®, NASDAQ MARKET FORCES®, NASDAQ MARKET VELOCITY®, NASDAQ MARKETSITE®, NASDAQ MAX®, NASDAQ MAX MARKET ANALYTIX®, NASDAQ OMX®, NASDAQ OMX GREEN ECONOMY]

[removed: NASDAQ JAPAN®, NASDAQ MARKET ANALYTIX®, NASDAQ MARKET CENTER®, NASDAQ MARKET FORCES®, NASDAQ MARKET VELOCITY®, NASDAQ MARKETSITE®, NASDAQ MAX®, NASDAQ MAX MARKET ANALYTIX®, NASDAQ NATIONAL MARKET®, NASDAQ OMX®, NASDAQ OMX ALPHA INDEXES®, NASDAQ OMX GREEN ECONOMY] INDEX®, NASDAQ OMX NORDIC®, NASDAQ PRIVATE MARKET®, NASDAQ Q-50 INDEX®, NASDAQ TELECOMMUNICATIONS INDEX®, NASDAQ TOTALVIEW®, NASDAQ TRADER®, NASDAQ TRANSPORTATION INDEX®, NASDAQ US ALL MARKET®, NASDAQ [removed: VOLATILITY GUARD®, NASDAQ] WORKSTATION®, NASDAQ WORKSTATION II®, NASDAQ WORLD®, NASDAQ-100®, NASDAQ-100 [removed: EUROPEANFUND®,] [added: EUROPEAN FUND®,] NASDAQ-100 EUROPEAN TRACKER®, NASDAQ-100 EUROPEAN TRACKER FUND®, NASDAQ-100 INDEX®, NASDAQ-100 INDEX EUROPEAN TRACKER FUND®, NASDAQ-100 INDEX TRACKING STOCK®, NDX®, NEWS RELEASE EXPRESS®, [removed: NFX WORLD CURRENCY FUTURES®,] [added: NFX®,] NLX®, NOIS®, NORDIX®, [added: NPM®, OMX®,] OMX COPENHAGEN 20®, OMX HELSINKI 25®, OMX STIBOR FUTURE®, OMX STOCKHOLM 30®, [added: OMX TECHNOLOGY®, OMXC25®,] OMXH25®, OMXS30®, OMXS3FUT®, [removed: OMX TECHNOLOGY®,] ON THE WIRE®, [removed: OTW® , OVERUNDER®,] [added: OTW®,] PHILADELPHIA STOCK EXCHANGE®, PHLX®, PHLX XL®, PIXL®, [removed: PORTAL ALLIANCE®,] PRECISE TRADE®, PRF®, Q THE NEXT GREAT THING®, QQQ®, QTARGET®, QVIEW®, R3®, [removed: RE-THINK®,] RISKWAY®, RISKWRAPPER®, RISKXPOSURE®, RX®, S.A.X.E.S®, SECONDMARKET®, [removed: SECONDMARKET ECOSYSTEM®, SIDECAR®, SIGNALXPRESS®,] SIGNALXPRESS SX®, SMARTS®, SMARTSONLINE®, STINA®, STRUCTURED LIQUIDITY PROGRAM®, THE NASDAQ STOCK MARKET®, THE STOCK MARKET FOR THE NEXT 100 YEARS®, TOTAL EQUITY SOLUTION®, TRADEGUARD®, [removed: TRADEXAMINER®, TRDS®,] TX®, ULL®, ULTRA LOW LATENCY®, ULTRAFEED®, VX PROXY®, WIZER®, XDE®, XO DORSEY WRIGHT & ASSOCIATES®, [added: YLIALLE®,] ÖVERUNDER®

10-K 1 ndaq1231201710-k.htm 10-K

| Emerging growth company | ☐ | | |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Nasdaq, Inc.

| --- | --- | --- |

| | | |

| | | |

| | | |

2019 Notes: $500 million aggregate principal amount of senior unsecured floating rate notes due March 22, 2019 with an interest rate equal to the three-month U.S. dollar LIBOR plus 0.39%

eVestment: eVestment, Inc. and its subsidiaries

* * * * *

| • | our strategy, growth forecasts and 2018 outlook; |

| • | any significant error in our operational processes; |

10-K 1 ndaq1231201610-k.htm 10-K

_______________________________

| | |

None

| | | | |

TABLE OF CONTENTS

* * * * * *

2018 Notes: $370 million aggregate principal amount of 5.25% senior unsecured notes due January 16, 2018

ASC: Accounting Standards Codification

TR Corporate businesses: The Investor Relations, Public Relations and Multimedia Solutions businesses of Thomson Reuters

| • | our 2017 outlook; |

| Location | | Use | | Size (approximate, in square feet) | | [added: |]

| Stockholm, Sweden | | European headquarters | | 294,000 | | [added: |]

| New York, New York | | U.S. headquarters | | 113,000 | | [added: |]

| Philadelphia, Pennsylvania | | General office space | | [removed: 74,000] [added: 75,000] | | [added: |]

| New York, New York | | General office space | | 64,000 | | [added: |]

| Bengaluru, India | | General office space | | 63,000 | | [added: |]

| New York, New York | | General office space | | 53,000 | | [added: |]

| Vilnius, Lithuania | | General office space | | 51,000 | | [added: |]

| Rockville, Maryland | | General office space | | 48,000 | | [added: |]

| Manila, Philippines | | General office space | | 36,000 | | [added: |]

| London, England | | General office space | | 31,000 | | [added: |]

| Shelton, Connecticut | | General office space | | 29,000 | | [added: |]

| Sydney, Australia | | General office space | | 29,000 | | [added: |]

| Toronto, Canada | | General office space | | 27,000 | | [added: |]

| Philadelphia, Pennsylvania | | General office space | | 26,000 | | [added: |]

| New York, New York | | Location of MarketSite | | 25,000 | | [added: |]

Outside the [removed: U.S,] [added: U.S.,] we also maintain leased locations in Belgium, China, Denmark, Estonia, Finland, France, Germany, Hong Kong, Iceland, Italy, Japan, Latvia, Netherlands, Norway, Singapore, South Korea, Spain, [removed: Turkey] [added: Turkey, Ukraine] and the United Arab Emirates.

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| | | | | | | |

| Atlanta, Georgia | | General office space | | 68,000 | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| Philadelphia, Pennsylvania | | Location of Nasdaq PHLX | | 83,000 | |

As of December 31, 2016, approximately 198,000 square feet of space in our facilities was available for sublease.

The following chart lists the quarterly high and low sales prices for shares of our common stock for fiscal years [removed: 2016] [added: 2017] and [removed: 2015.][added: 2016.]

As of February [removed: 22, 2017,] [added: 21, 2018,] we had approximately [removed: 319] [added: 276] holders of record of our common stock.

As of February [removed: 22, 2017,] [added: 21, 2018,] the closing price of our common stock was [removed: $71.24.][added: $79.12.]

| First quarter | $ | [removed: 0.25] [added: 0.32] | | | $ | [removed: 0.15] [added: 0.25] | |

| Second quarter | [removed: 0.32] [added: 0.38] | | | | [removed: 0.25] [added: 0.32] | | |

| Third quarter | [removed: 0.32] [added: 0.38] | | | | [removed: 0.25] [added: 0.32] | | |

| Fourth quarter | [removed: 0.32] [added: 0.38] | | | | [removed: 0.25] [added: 0.32] | | |

| Total | $ | [removed: 1.21] [added: 1.46] | | | $ | [removed: 0.90] [added: 1.21] | |

See “Cash Dividends on Common Stock,” of Note [removed: 13,] [added: 14,] “Nasdaq Stockholders’ Equity,” to the consolidated financial statements for further discussion of the dividends.

See “Share Repurchase Program,” of Note [removed: 13,] [added: 14,] “Nasdaq Stockholders’ Equity,” to the consolidated financial statements for further discussion of our share repurchase program.

During the fiscal quarter ended December 31, [removed: 2016,] [added: 2017,] we purchased shares from employees in connection with the settlement of employee tax withholding obligations arising from the vesting of restricted stock and PSUs.

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, [removed: 2016:][added: 2017:]

| Share repurchase program | | [removed: —] [added: 9,732] | | | $ | [removed: —] [added: 74.63] | | | [removed: —] [added: 9,732] | | $ | [removed: 429] [added: 226] | |

| Share repurchase program | | [removed: —] [added: 1,100] | | | $ | [removed: —] [added: 74.97] | | | [removed: —] [added: 1,100] | | $ | [removed: —] [added: 226] | |

| Total Quarter Ended December 31, [removed: 2016] [added: 2017] | | | | | | | | | | | | | |

Information for the indices and the peer group is provided from December 31, [removed: 2011] [added: 2012] through December 31, [removed: 2016.][added: 2017.]

The figures represented below assume an initial investment of $100 in the common stock or index at the closing price on December 31, [removed: 2011] [added: 2012] and the reinvestment of all dividends.

[removed: ][added: ]

*$100 invested on [removed: 12/31/11] [added: 12/31/12] in stock or index, including reinvestment of dividends.

Copyright© [removed: 2017] [added: 2018] Standard & Poor’s, a division of S&P Global.

| Fiscal 2017 | | | | | | | |

| Fourth quarter | $ | 78.88 | | | $ | 71.62 | |

| Third quarter | 77.25 | | | | 70.36 | | |

| Second quarter | 70.92 | | | | 65.72 | | |

| First quarter | 70.76 | | | | 65.37 | | |

| | 2017 | | | | 2016 | | |

* * * * * *

| October 2017 | | | | | | | | | | | | | |

| Share repurchase program | | 377,516 | | | $ | 74.14 | | | 377,516 | | $ | 227 | |

| Employee transactions | | 1,850 | | | $ | 74.94 | | | N/A | | N/A | | |

| November 2017 | | | | | | | | | | | | | |

| Employee transactions | | 304 | | | $ | 72.40 | | | N/A | | N/A | | |

| December 2017 | | | | | | | | | | | | | |

| Employee transactions | | 70,763 | | | $ | 78.69 | | | N/A | | N/A | | |

| Share repurchase program | | 388,348 | | | $ | 74.15 | | | 388,348 | | $ | 226 | |

| Employee transactions | | 72,917 | | | $ | 78.57 | | | N/A | | N/A | | |

| | 2012 | | | | 2013 | | | | 2014 | | | | 2015 | | | | 2016 | | | | 2017 | | |

| Nasdaq, Inc. | $ | 100.00 | | | $ | 161.79 | | | $ | 197.73 | | | $ | 244.01 | | | $ | 286.68 | | | $ | 334.72 | |

| Nasdaq Composite | 100.00 | | | | 141.63 | | | | 162.09 | | | | 173.33 | | | | 187.19 | | | | 242.29 | | |

| S&P 500 | 100.00 | | | | 132.39 | | | | 150.51 | | | | 152.59 | | | | 170.84 | | | | 208.14 | | |

| Peer Group | 100.00 | | | | 153.73 | | | | 164.34 | | | | 185.98 | | | | 212.88 | | | | 287.34 | | |

| Fiscal 2015 | | | | | | | |

| Fourth quarter | $ | 59.70 | | | $ | 52.39 | |

| Third quarter | 53.81 | | | | 47.42 | | |

| Second quarter | 51.88 | | | | 47.58 | | |

| First quarter | 50.22 | | | | 44.27 | | |

| | 2016 | | | | 2015 | | |

| October 2016 | | | | | | | | | | | | | |

| Employee transactions | | 1,944 | | | $ | 67.15 | | | N/A | | N/A | | |

| November 2016 | | | | | | | | | | | | | |

| Employee transactions | | 1,916 | | | $ | 65.32 | | | N/A | | N/A | | |

| December 2016 | | | | | | | | | | | | | |

| Employee transactions | | 97,715 | | | $ | 67.76 | | | N/A | | N/A | | |

| Employee transactions | | 101,575 | | | $ | 67.70 | | | N/A | | N/A | | |

There were no shares of common stock repurchased under our share repurchase program during the quarter ended December 31, 2016.

| | 12/11 | | | | 12/12 | | | | 12/13 | | | | 12/14 | | | | 12/15 | | | | 12/16 | | |

| Nasdaq, Inc. | $ | 100.00 | | | $ | 103.69 | | | $ | 167.76 | | | $ | 205.03 | | | $ | 253.02 | | | $ | 297.27 | |

| Nasdaq Composite | 100.00 | | | | 116.41 | | | | 165.47 | | | | 188.69 | | | | 200.32 | | | | 216.54 | | |

| S&P 500 | 100.00 | | | | 116.00 | | | | 153.58 | | | | 174.60 | | | | 177.01 | | | | 198.18 | | |

| Peer Group | 100.00 | | | | 114.04 | | | | 179.21 | | | | 198.12 | | | | 219.60 | | | | 260.60 | | |

We completed several acquisitions during the years ended December 31, [added: 2017,] 2016, [removed: 2015, 2013] [added: 2015] and [removed: 2012] [added: 2013] and included the financial results of such acquisitions in our consolidated financial statements from the respective acquisition dates.

| | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | |

| Total revenues | | $ | [removed: 3,705] [added: 3,965] | | | $ | [removed: 3,403] [added: 3,705] | | | $ | [removed: 3,500] [added: 3,403] | | | $ | [removed: 3,211] [added: 3,500] | | | $ | [removed: 3,120] [added: 3,211] | |

| Transaction-based expenses | | [removed: (1,428] [added: (1,537] | | ) | | [removed: (1,313] [added: (1,428] | | ) | | [removed: (1,433] [added: (1,313] | | ) | | [removed: (1,316] [added: (1,433] | | ) | | [removed: (1,446] [added: (1,316] | | ) |

| Revenues less transaction-based expenses | | [removed: 2,277] [added: 2,428] | | | | [removed: 2,090] [added: 2,277] | | | | [removed: 2,067] [added: 2,090] | | | | [removed: 1,895] [added: 2,067] | | | | [removed: 1,674] [added: 1,895] | | |

| Total operating expenses | | [removed: 1,438] [added: 1,429] | | | | [removed: 1,370] [added: 1,438] | | | | [removed: 1,313] [added: 1,370] | | | | [removed: 1,207] [added: 1,313] | | | | [removed: 984] [added: 1,207] | | |

| Operating income | | [removed: 839] [added: 999] | | | | [removed: 720] [added: 839] | | | | [removed: 754] [added: 720] | | | | [removed: 688] [added: 754] | | | | [removed: 690] [added: 688] | | |

| Net income attributable to Nasdaq | | [removed: 108] [added: 734] | | | | [removed: 428] [added: 108] | | | | [removed: 414] [added: 428] | | | | [removed: 385] [added: 414] | | | | [removed: 352] [added: 385] | | |

| Basic earnings per share | | $ | [removed: 0.65] [added: 4.41] | | | $ | [removed: 2.56] [added: 0.65] | | | $ | [removed: 2.45] [added: 2.56] | | | $ | [removed: 2.30] [added: 2.45] | | | $ | [removed: 2.09] [added: 2.30] | |

| Diluted earnings per share | | $ | [removed: 0.64] [added: 4.33] | | | $ | [removed: 2.50] [added: 0.64] | | | $ | [removed: 2.39] [added: 2.50] | | | $ | [removed: 2.25] [added: 2.39] | | | $ | [removed: 2.04] [added: 2.25] | |

| Cash dividends declared per common share | | $ | [removed: 1.21] [added: 1.46] | | | $ | [removed: 0.90] [added: 1.21] | | | $ | [removed: 0.58] [added: 0.90] | | | $ | [removed: 0.52] [added: 0.58] | | | $ | [removed: 0.39] [added: 0.52] | |

| Basic | | [removed: 165,182,290] [added: 166,364,299] | | | | [removed: 167,285,450] [added: 165,182,290] | | | | [removed: 168,926,733] [added: 167,285,450] | | | | [removed: 166,932,103] [added: 168,926,733] | | | | [removed: 168,254,653] [added: 166,932,103] | | |

| Diluted | | [removed: 168,800,997] [added: 169,585,031] | | | | [removed: 171,283,271] [added: 168,800,997] | | | | [removed: 173,018,849] [added: 171,283,271] | | | | [removed: 171,266,146] [added: 173,018,849] | | | | [removed: 172,587,870] [added: 171,266,146] | | |

| Cash and cash equivalents and financial investments | | $ | [removed: 648] [added: 612] | | | $ | [removed: 502] [added: 648] | | | $ | [removed: 601] [added: 502] | | | $ | [removed: 587] [added: 601] | | | $ | [removed: 720] [added: 587] | |

| Total assets | | [removed: 14,150] [added: 15,786] | | | | [removed: 11,861] [added: 14,150] | | | | [removed: 12,071] [added: 11,861] | | | | [removed: 12,563] [added: 12,071] | | | | [removed: 9,122] [added: 12,563] | | |

| Total long-term liabilities | | [removed: 4,638] [added: 4,637] | | | | [removed: 3,332] [added: 4,638] | | | | [removed: 3,297] [added: 3,332] | | | | [removed: 3,579] [added: 3,297] | | | | [removed: 2,895] [added: 3,579] | | |

| Total Nasdaq stockholders' equity | | [removed: 5,430] [added: 5,887] | | | | [removed: 5,609] [added: 5,430] | | | | [removed: 5,794] [added: 5,609] | | | | [removed: 6,184] [added: 5,794] | | | | [removed: 5,209] [added: 6,184] | | |

Total assets increased $2.3 billion [removed: (with a corresponding increase in current liabilities) at] [added: as of] December 31, 2016 [removed: as] compared with December 31, 2015 primarily due to [added: an increase in default funds and margin deposits (with a corresponding increase in current liabilities) as] new regulatory rules in 2016 [removed: that require] [added: required] all collateral pledged by members of our Nasdaq Clearing business to be recorded on the balance [removed: sheet and an increase in goodwill associated with our 2016 acquisitions, partially offset by a pre-tax, non-cash intangible asset impairment charge of $578 million to write off the full value of a trade name.][added: sheet.]

Total assets increased [removed: $3.4] [added: $1.6] billion [removed: (with a corresponding increase in current liabilities) at] [added: as of] December 31, [removed: 2013] [added: 2017] compared with December 31, [removed: 2012,] [added: 2016] primarily due to an increase in default funds and margin [removed: deposits,] [added: deposits (with a corresponding increase in current liabilities),] reflecting [removed: the implementation] [added: an increase in cash margin deposits pledged by members] of our [removed: collateral management process for our] Nasdaq Clearing business [removed: in 2013 and] [added: due to] an increase in [removed: goodwill and intangible assets associated with the acquisitions of the TR Corporate businesses and eSpeed in 2013.][added: clearing volume.]

| | | 2017 | | | | 2016 | | | | 2015 | | | | 2014 | | | | 2013 | | |

Also contributing to the increase is an increase in goodwill and intangible assets associated with our 2017 acquisitions, partially offset by a decrease in deferred tax assets primarily due to the impact of the Tax Cuts and Jobs Act.

See Note 11, “Income Taxes,” to the consolidated financial statements for further discussion.

Also contributing to the increase was an increase in goodwill and intangible assets associated with our 2016 acquisitions, partially offset by a pre-tax, non-cash intangible asset impairment charge of $578 million to write off the full value of a trade name.

Nasdaq’s consolidated financial statements, including Consolidated Balance Sheets as of December 31, [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] Consolidated Statements of Income for the years ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014,] [added: 2015,] Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014,] [added: 2015,] Consolidated Statements of Changes in Equity for the years ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014,] [added: 2015,] Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014] [added: 2015] and notes to our consolidated financial statements, together with a report thereon of Ernst & Young LLP, dated [removed: March 1, 2017,] [added: February 28, 2018,] are attached hereto as pages F-1 through [removed: F-46] [added: F-52] and incorporated by reference herein.

| | | 1st Qtr [removed: 2015] [added: 2017] | | | | 2nd Qtr [removed: 2015] [added: 2017] | | | | 3rd Qtr [removed: 2015] [added: 2017] | | | | 4th Qtr [removed: 2015] [added: 2017] | | |

| Cash dividends declared per common share | | $ | [removed: 0.15] [added: 0.32] | | | $ | [removed: 0.25] [added: 0.38] | | | $ | [removed: 0.25] [added: 0.38] | | | $ | [removed: 0.25] [added: 0.38] | |

| Total revenues | | $ | 971 | | | $ | 1,000 | | | $ | 969 | | | $ | 1,024 | |

| Transaction-based expenses | | (388 | | ) | | (398 | | ) | | (362 | | ) | | (389 | | ) |

| Revenues less transaction-based expenses | | 583 | | | | 602 | | | | 607 | | | | 635 | | |

| Total operating expenses | | 335 | | | | 358 | | | | 343 | | | | 392 | | |

| Operating income | | 248 | | | | 244 | | | | 264 | | | | 243 | | |

| Net income attributable to Nasdaq | | $ | 169 | | | $ | 147 | | | $ | 171 | | | $ | 246 | |

| Basic earnings per share | | $ | 1.02 | | | $ | 0.89 | | | $ | 1.03 | | | $ | 1.47 | |

| Diluted earnings per share | | $ | 0.99 | | | $ | 0.87 | | | $ | 1.01 | | | $ | 1.45 | |

* * * * * *

| Total revenues | | $ | 858 | | | $ | 807 | | | $ | 871 | | | $ | 865 | |

| Transaction-based expenses | | (351 | | ) | | (289 | | ) | | (342 | | ) | | (329 | | ) |

| Revenues less transaction-based expenses | | 507 | | | | 518 | | | | 529 | | | | 536 | | |

| Total operating expenses | | 480 | | | | 301 | | | | 298 | | | | 290 | | |

| Operating income | | 27 | | | | 217 | | | | 231 | | | | 246 | | |

| Net income attributable to Nasdaq | | $ | 9 | | | $ | 133 | | | $ | 138 | | | $ | 148 | |

| Basic earnings per share | | $ | 0.05 | | | $ | 0.79 | | | $ | 0.83 | | | $ | 0.90 | |

| Diluted earnings per share | | $ | 0.05 | | | $ | 0.77 | | | $ | 0.80 | | | $ | 0.88 | |

[added: (a)] Disclosure controls and procedures.

[removed: transaction material to the results of operations, cash flows and] financial position from the date of the acquisition through December 31, [removed: 2016,] [added: 2017,] and believes that the internal controls and procedures of this acquisition have a material effect on internal control over financial reporting.

[removed: In] [added: However, in] accordance with SEC guidance, management has elected to exclude [removed: ISE] [added: eVestment] from its December 31, [removed: 2016] [added: 2017] assessment of and report on internal control over financial reporting.

We are currently in the process of incorporating the internal controls and procedures of [removed: ISE] [added: eVestment] into the internal control over financial reporting for our assessment of and report on internal control over financial reporting for December 31, [removed: 2017.][added: 2018.]

There have been no other changes in Nasdaq’s internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, [removed: 2016] [added: 2017] that have materially affected, or are reasonably likely to materially affect, Nasdaq’s internal control over financial reporting.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2016,] [added: 2017,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013 framework).

Based on its assessment, our management believes that, as of December 31, [removed: 2016,] [added: 2017,] our internal control over financial reporting is effective.

Management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include, in accordance with SEC guidance, the internal controls of [removed: ISE] [added: eVestment, Inc. and its subsidiaries] which [removed: is] [added: are] included in the [removed: 2016] [added: 2017] consolidated financial statements and in [removed: 2016 reflects] [added: 2017 reflect] total assets constituting [removed: 9%] [added: 6%] of consolidated total assets, which includes [removed: 14%] [added: 9%] of goodwill and intangible assets, net and [removed: 3%] [added: 0.3%] of the total revenues less transaction-based expenses, of consolidated results.

[removed: The] [added: To the Shareholders and the] Board of Directors [removed: and Stockholders] of Nasdaq, Inc.

We have audited Nasdaq, Inc.’s internal control over financial reporting as of December 31, [removed: 2016,] [added: 2017,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

[removed: Nasdaq, Inc.’s] [added: The Company’s] management is responsible for maintaining effective internal control over financial [removed: reporting,] [added: reporting] and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting.

We conducted our audit in accordance with the standards of the [removed: Public Company Accounting Oversight Board (United States).][added: PCAOB.]

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and [added: the] conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of [removed: U.S. Exchange Holdings, Inc.,] [added: eVestment Inc. and its subsidiaries] which is included in the [removed: 2016] [added: 2017] consolidated financial statements of [removed: Nasdaq, Inc.] [added: the Company] and constituted [removed: 9%] [added: 6%] of consolidated total assets as of December 31, [removed: 2016,] [added: 2017,] which [removed: includes 14%] [added: include 9%] of goodwill and intangible assets, net and [removed: 3%] [added: 0.3%] of the total revenues less transaction-based expenses for the year then ended.

Our audit of internal control over financial reporting of [removed: Nasdaq, Inc.] [added: the Company] also did not include an evaluation of [removed: the internal control over financial reporting of U.S. Exchange Holdings,] [added: eVestment] Inc. [added: and its subsidiaries.]

In our opinion, Nasdaq, Inc. [added: (the Company)] maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2016,] [added: 2017,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United [removed: States),] [added: States) (PCAOB),] the consolidated balance sheets of [removed: Nasdaq, Inc.] [added: the Company] as of December 31, [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] and the related consolidated statements of income, comprehensive income (loss), changes in [removed: equity,] [added: equity] and cash flows for each of the three years in the period ended December 31, [removed: 2016 of Nasdaq, Inc.] [added: 2017,] and [added: the related notes and] our report dated [removed: March 1, 2017] [added: February 28, 2018] expressed an unqualified opinion thereon.

In October 2017, we acquired eVestment.

Management has considered this transaction material to the results of operations, cash flows and

We are currently in the process of incorporating the internal controls and procedures of eVestment into the internal control over financial reporting for our assessment of and report on internal control over financial reporting for December 31, 2018.

Opinion on Internal Control over Financial Reporting

Basis for Opinion

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Definition and Limitations of Internal Control Over Financial Reporting

February 28, 2018

(a).

On June 30, 2016, we acquired ISE.

Management has considered this

* * * * * *

March 1, 2017

Information about Nasdaq’s directors, as required by Item 401 of Regulation S-K, is incorporated by reference from the discussion under the caption [removed: “Proposal] [added: “Board of Directors—Proposal] I: Election of Directors” in Nasdaq’s Proxy Statement.

Information about Nasdaq’s executive officers, as required by Item 401 of Regulation S-K, is incorporated by reference from the discussion under the caption [removed: “Executive] [added: “Other Items—Executive] Officers” in the Proxy Statement.

Information about Nasdaq’s code of ethics, as required by Item 406 of Regulation S-K, is incorporated by reference from the discussion under the caption [removed: “Corporate] [added: “Other Items—Corporate] Governance” in the Proxy Statement.

Information about Nasdaq’s nomination procedures, audit committee and audit committee financial experts, as required by Items 407(c)(3), 407(d)(4) and 407(d)(5) of Regulation S-K, is incorporated by reference from the discussions under the [removed: captions “Proposal] [added: headings “Board of Directors—Proposal] I: Election of Directors” and “Board [added: of Directors—Board] Committees” in the Proxy Statement.

Information about Nasdaq’s director and executive compensation, as required by Items 402, 407(e)(4) and 407(e)(5) of Regulation S-K, is incorporated by reference from the [removed: discussion] [added: discussions] under the [removed: captions “Director Compensation,” “Compensation Discussion and Analysis,” “Management Compensation Committee Report,” “Management Compensation Committee Interlocks and Insider Participation”] [added: headings “Board of Directors—Director Compensation”] and [removed: “Executive Compensation Tables”] [added: “Named Executive Officer Compensation”] in the Proxy Statement.

Information about security ownership of certain beneficial owners and management, as required by Item 403 of Regulation S-K, is incorporated by reference from the discussion under the [removed: caption “Security] [added: heading “Other Items—Security] Ownership of Certain Beneficial Owners and Management” in the Proxy Statement.

The following table sets forth information regarding outstanding options and shares reserved for future issuance under all of Nasdaq’s compensation plans as of December 31, [removed: 2016.][added: 2017.]

| Equity compensation plans [added: not] approved by stockholders | | [removed: 1,406,371] [added: —] | | | $ | [removed: 22.32] [added: —] | | | [removed: 9,013,446] [added: —] | | [removed: (2)] |

| Equity compensation plans [removed: not] approved by stockholders | | [removed: —] [added: 571,380] | | | $ | [removed: —] [added: 43.84] | | | [added: 7,891,426] | | [added: (2)] |

| (1) | The amounts in this column include only the number of shares to be issued upon exercise of outstanding options, warrants and rights. [removed: At] [added: As of] December 31, [removed: 2016,] [added: 2017,] we also had [removed: 4,254,012] [added: 3,331,462] shares to be issued upon vesting of outstanding restricted stock and PSUs. |

| (2) | This amount includes [removed: 6,688,702] [added: 5,801,663] shares of common stock that may be awarded pursuant to the Equity Plan and [removed: 2,324,744] [added: 2,089,763] shares of common stock that may be issued pursuant to the ESPP. |

| Total | | 571,380 | | | $ | 43.84 | | | 7,891,426 | | (2) |

| Total | | 1,406,371 | | | $ | 22.32 | | | 9,013,446 | | (2) |

Information about certain relationships and related transactions, as required by Item 404 of Regulation S-K, is incorporated herein by reference from the discussion under the [removed: caption “Certain] [added: heading “Other Items—Certain] Relationships and Related Transactions” in the Proxy Statement.

Information about director independence, as required by Item 407(a) of Regulation S-K, is incorporated herein by reference from the discussion under the [removed: caption “Proposal] [added: heading “Board of Directors—Proposal] I: Election of Directors” in the Proxy Statement.

Information about principal accountant fees and services, as required by Item 9(e) of Schedule 14A, is incorporated herein by reference from the discussion under the [removed: caption “Annual] [added: heading “Audit Committee Matters—Annual] Evaluation and [added: 2018] Selection of Independent Auditors” in the Proxy Statement.

| [removed: 2.1] [added: [2.1](http://www.sec.gov/Archives/edgar/data/1120193/000112019313000011/ndaq-20130630ex21812ba94.htm)] | | Purchase Agreement, dated as of April 1, 2013, among Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.), BGC Partners, Inc., BGC Holdings, L.P., BGC Partners, L.P., and, solely for purposes of certain sections thereof, Cantor Fitzgerald, L.P. (incorporated herein by reference to Exhibit 2.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 filed on August 8, 2013). |

| [removed: 2.2] [added: [2.2](http://www.sec.gov/Archives/edgar/data/1120193/000119312516505375/d160286d8k.htm)] | | Stock Purchase Agreement, dated as of March 9, 2016, by and among Deutsche Börse AG and Eurex Frankfurt AG and Nasdaq, Inc. (incorporated herein by reference to the Current Report on Form 8-K filed on March 15, 2016). |

| [removed: 3.1] [added: [3.1](http://www.sec.gov/Archives/edgar/data/1120193/000119312514024495/d665170d8k.htm)] | | Amended and Restated Certificate of Incorporation of Nasdaq (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on January 28, 2014). |

| [removed: 3.1.1] [added: [3.1.1](http://www.sec.gov/Archives/edgar/data/1120193/000119312514024495/d665170d8k.htm)] | | Certificate of Elimination of Nasdaq’s Series A Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.1.1 to the Current Report on Form 8-K filed on January 28, 2014). |

| [removed: 3.1.2] [added: [3.1.2](http://www.sec.gov/Archives/edgar/data/1120193/000119312514418471/d823798d8k.htm)] | | Certificate of Amendment of Nasdaq’s Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on November 19, 2014). |

| [removed: 3.1.3] [added: [3.1.3](http://www.sec.gov/Archives/edgar/data/1120193/000119312515314459/d48431d8k.htm)] | | Certificate of Amendment of Nasdaq’s Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on September 8, 2015). |

| [removed: 3.2] [added: [3.2](http://www.sec.gov/Archives/edgar/data/1120193/000119312516773816/d294194d8k.htm)] | | Nasdaq’s By-Laws (incorporated herein by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on November 21, 2016). |

| [removed: 4.1] [added: [4.1](http://www.sec.gov/Archives/edgar/data/1120193/000112019315000018/ndaq-20150930xex4.htm)] | | Form of Common Stock certificate (incorporated herein by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 filed on November 4, 2015). |

| [removed: 4.2] [added: [4.2](http://www.sec.gov/Archives/edgar/data/1120193/000119312508045251/d8k.htm)] | | Stockholders’ Agreement, dated as of February 27, 2008, between Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.) and Borse Dubai Limited (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on March 3, 2008). |

| [removed: 4.2.1] [added: [4.2.1](http://www.sec.gov/Archives/edgar/data/1120193/000119312509039333/dex4101.htm)] | | First Amendment to Stockholders’ Agreement, dated as of February 19, 2009, between Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.) and Borse Dubai Limited (incorporated herein by reference to Exhibit 4.10.1 to the Annual Report on Form 10-K for the year ended December 31, 2008 filed on February 27, 2009). |

| [removed: 4.3] [added: [4.3](http://www.sec.gov/Archives/edgar/data/1120193/000119312508045251/d8k.htm)] | | Registration Rights Agreement, dated as of February 27, 2008, among Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.), Borse Dubai Limited and Borse Dubai Nasdaq Share Trust (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on March 3, 2008). |

| [removed: 4.3.1] [added: [4.3.1](http://www.sec.gov/Archives/edgar/data/1120193/000119312509039333/dex4111.htm)] | | First Amendment to Registration Rights Agreement, dated as of February 19, 2009, among Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.), Borse Dubai Limited and Borse Dubai Nasdaq Share Trust (incorporated herein by reference to Exhibit 4.11.1 to the Annual Report on Form 10-K for the year ended December 31, 2008 filed on February 27, 2009). |

| [removed: 4.4] [added: [4.4](http://www.sec.gov/Archives/edgar/data/1120193/000119312510008213/dex41.htm)] | | Indenture, dated as of January 15, 2010, between Nasdaq (f/k/a The NASDAQ OMX Group, Inc.) and Wells Fargo Bank, National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on January 19, 2010). |

| [removed: 4.5] [added: [4.5](http://www.sec.gov/Archives/edgar/data/1120193/000119312510008213/dex42.htm)] | | First Supplemental Indenture, dated as of January 15, 2010, among Nasdaq (f/k/a The NASDAQ OMX Group, Inc.) and Wells Fargo Bank, National Association, as Trustee (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on January 19, 2010). |

| [removed: 4.6] [added: [4.6](http://www.sec.gov/Archives/edgar/data/1120193/000119312510285688/dex41.htm)] | | Second Supplemental Indenture, dated as of December 21, 2010, among Nasdaq (f/k/a The NASDAQ OMX Group, Inc.) and Wells Fargo Bank, National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on December 21, 2010). |

| [removed: 4.7] [added: [4.7](http://www.sec.gov/Archives/edgar/data/1120193/000119312511045348/dex412.htm)] | | Stockholders’ Agreement, dated as of December 16, 2010, between Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.) and Investor AB (incorporated herein by reference to Exhibit 4.12 to the Annual Report on Form 10-K for the year ended December 31, 2010 filed on February 24, 2011). |

| [removed: 4.8] [added: [4.8](http://www.sec.gov/Archives/edgar/data/1120193/000119312513253519/d551100dex41.htm)] | | Indenture, dated as of June 7, 2013, between Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.) and Wells Fargo Bank, National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on June 10, 2013). |

| [removed: 4.9] [added: [4.9](http://www.sec.gov/Archives/edgar/data/1120193/000119312513253519/d551100dex42.htm)] | | First Supplemental Indenture, dated as of June 7, 2013, among Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.), Wells Fargo Bank, National Association, as Trustee, Deutsche Bank AG, London Branch, as paying agent, and Deutsche Bank Luxembourg S.A., as registrar and transfer agent (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on June 10, 2013). |

| [removed: 4.10] [added: [4.10](http://www.sec.gov/Archives/edgar/data/1120193/000119312514217628/d734049dex41.htm)] | | Second Supplemental Indenture, dated as of May 29, 2014, among Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.) and Wells Fargo Bank, National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on May 30, 2014). |

| [removed: 4.11] [added: [4.11](http://www.sec.gov/Archives/edgar/data/1120193/000119312516599270/d176138d8k.htm)] | | Third Supplemental Indenture, dated as of May 20, 2016, among Nasdaq, Inc., Wells Fargo Bank, National Association, as Trustee, and HSBC Bank USA, National Association, as paying agent and as registrar and transfer agent (incorporated herein by reference to the Current Report on Form 8-K filed on May 23, 2016). |

| [removed: 4.12] [added: [4.12](http://www.sec.gov/Archives/edgar/data/1120193/000119312516615297/d167131d8k.htm)] | | Fourth Supplemental Indenture, dated as of June 7, 2016, among Nasdaq, Inc. and Wells Fargo Bank, National Association, as Trustee (incorporated herein by reference to the Current Report on Form 8-K filed on June 7, 2016). |

| [removed: 4.13] [added: [4.14](http://www.sec.gov/Archives/edgar/data/1120193/000119312513279639/d562243dex101.htm)] | | Registration Rights Agreement, dated as of June 28, 2013, by and among Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.), BGC Partners, Inc., BGC Holdings, L.P. and BGC Partners, L.P. (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 1, 2013). |

| [removed: 10.2] [added: [10.2](http://www.sec.gov/Archives/edgar/data/1120193/000119312515181962/d922883dex101.htm)] | | Nasdaq Executive Corporate Incentive Plan, effective as of January 1, 2015 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 11, 2015).* |

| [removed: 10.3] [added: [10.3](http://www.sec.gov/Archives/edgar/data/1120193/000119312511045348/dex103.htm)] | | Form of Nasdaq Non-Qualified Stock Option Award Certificate (incorporated herein by reference to Exhibit 10.3 to the Annual Report on Form 10-K for the year ended December 31, 2010 filed on February 24, 2011).* |

| [removed: 10.4] [added: [10.4](http://www.sec.gov/Archives/edgar/data/1120193/000112019317000011/ndaq6302017ex-105.htm)] | | Form of Nasdaq Restricted Stock Unit Award Certificate (employees) (incorporated herein by reference to Exhibit [removed: 10.2] [added: 10.5] to the Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2016] [added: 2017] filed on August [removed: 3, 2016).*] [added: 2, 2017).*] |

| [removed: 10.5] [added: [10.5](http://www.sec.gov/Archives/edgar/data/1120193/000112019317000011/ndaq6302017ex-106.htm)] | | Form of Nasdaq Restricted Stock Unit Award Certificate (directors) (incorporated herein by reference to Exhibit [removed: 10.3] [added: 10.6] to the Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2016] [added: 2017] filed on August [removed: 3, 2016).*] [added: 2, 2017).*] |

| [removed: 10.6] [added: [10.6](http://www.sec.gov/Archives/edgar/data/1120193/000112019317000011/ndaq6302017ex-107.htm)] | | Form of Nasdaq One-Year Performance Share Unit Agreement (incorporated herein by reference to Exhibit [removed: 10.4] [added: 10.7] to the Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2016] [added: 2017] filed on August [removed: 3, 2016).*] [added: 2, 2017).*] |

| [removed: 10.7] [added: [10.7](http://www.sec.gov/Archives/edgar/data/1120193/000112019317000011/ndaq6302017ex-108.htm)] | | Form of Nasdaq Three-Year Performance Share Unit Agreement (incorporated herein by reference to Exhibit [removed: 10.5] [added: 10.8] to the Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2016] [added: 2017] filed on August [removed: 3, 2016).*] [added: 2, 2017).*] |

| [removed: 10.8] [added: [10.9](http://www.sec.gov/Archives/edgar/data/1120193/000119312509039333/dex106.htm)] | | Amended and Restated Supplemental Executive Retirement Plan, dated as of December 17, 2008 (incorporated herein by reference to Exhibit 10.6 to the Annual Report on Form 10-K for the year ended December 31, 2008 filed on February 27, 2009).* |

| [removed: 10.8.1] [added: [10.9.1](http://www.sec.gov/Archives/edgar/data/1120193/000119312509039333/dex1061.htm)] | | Amendment No. 1 to Amended and Restated Supplemental Executive Retirement Plan, effective as of December 31, 2008 (incorporated herein by reference to Exhibit 10.6.1 to the Annual Report on Form 10-K for the year ended December 31, 2008 filed on February 27, 2009).* |

| [removed: 10.9] [added: [10.10](http://www.sec.gov/Archives/edgar/data/1120193/000119312509039333/dex107.htm)] | | Nasdaq Supplemental Employer Retirement Contribution Plan, dated as of December 17, 2008 (incorporated herein by reference to Exhibit 10.7 to the Annual Report on Form 10-K for the year ended December 31, 2008 filed on February 27, 2009).* |

| [removed: 10.11] [added: [10.14.3](http://www.sec.gov/Archives/edgar/data/1120193/000119312512085658/d307731dex102.htm)] | | [added: Third Amendment to] Employment Agreement between Nasdaq and [removed: Robert Greifeld,] [added: Edward Knight,] effective as of February 22, 2012 (incorporated herein by reference to Exhibit [removed: 10.1] [added: 10.2] to the Current Report on Form 8-K filed on February 28, 2012).* |

| [removed: 10.11.1] [added: [10.11](http://www.sec.gov/Archives/edgar/data/1120193/000119312513069357/d445717dex10101.htm)] | | [removed: Memorandum of Understanding] [added: Employment Agreement] between Nasdaq and [removed: Robert Greifeld, dated] [added: Adena Friedman, made and entered into on November 14, 2016 and effective] as of [removed: December 11, 2012] [added: January 1, 2017] (incorporated herein by reference to Exhibit 10.10.1 to the Annual Report on Form 10-K for the year ended December 31, 2012 filed on February 21, 2013).* |

| [removed: 10.12] [added: [10.14.2](http://www.sec.gov/Archives/edgar/data/1120193/000119312509039333/dex10132.htm)] | | [removed: Nonqualified Stock Option] [added: Second Amendment to Employment] Agreement between Nasdaq and [removed: Robert Greifeld reflecting June 30, 2009 grant] [added: Edward Knight, effective as of December 31, 2008] (incorporated herein by reference to Exhibit [removed: 10.11] [added: 10.13.2] to the Annual Report on Form 10-K for the year ended December 31, [removed: 2009] [added: 2008] filed on February [removed: 18, 2010).*] [added: 27, 2009).*] |

| [removed: 10.13] [added: [10.15](http://www.sec.gov/Archives/edgar/data/1120193/000112019316000027/ndaq-20160930xex10_1.htm)] | | Employment Agreement between Nasdaq and [removed: Hans-Ole Jochumsen, made and entered into and effective on] [added: Bradley J. Peterson, dated] August [removed: 5, 2014] [added: 1, 2016] (incorporated herein by reference to Exhibit [removed: 10.2] [added: 10.1] to the Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2014] [added: 2016] filed on November [removed: 5, 2014).*] [added: 8, 2016).*] |

| [removed: 10.14] [added: [10.14](http://www.sec.gov/Archives/edgar/data/1120193/000104746903011291/a2106487zex-10_14.htm)] | | Employment Agreement between Nasdaq and Edward Knight, effective as of December 29, 2000 (incorporated herein by reference to Exhibit 10.14 to the Annual Report on Form 10-K for the year ended December 31, 2002 filed on March 31, 2003).* |

| [removed: 10.14.1] [added: [10.14.1](http://www.sec.gov/Archives/edgar/data/1120193/000104746903011291/a2106487zex-10_141.htm)] | | First Amendment to Employment Agreement between Nasdaq and Edward Knight, effective February 1, 2002 (incorporated herein by reference to Exhibit 10.14.1 to the Annual Report on Form 10-K for the year ended December 31, 2002 filed on March 31, 2003).* |

| [removed: 10.14.2] [added: [10.14.4](http://www.sec.gov/Archives/edgar/data/1120193/000112019317000003/ndaq12312016ex-10144.htm)] | | [removed: Second] [added: Fourth] Amendment to Employment Agreement between Nasdaq and Edward Knight, [added: entered into and] effective as of [removed: December 31, 2008] [added: October 24, 2016] (incorporated herein by reference to Exhibit [removed: 10.13.2] [added: 10.14.4] to the Annual Report on Form 10-K for the year ended December 31, [removed: 2008] [added: 2016] filed on [removed: February 27, 2009).*] [added: March 1, 2017).*] |

| [removed: 10.15] [added: [10.13](http://www.sec.gov/Archives/edgar/data/1120193/000112019317000006/ndaq3312017ex-102.htm)] | | Employment [removed: Agreement] [added: Offer Letter, dated as of May 10, 2016,] between [removed: Nasdaq] [added: Nasdaq, Inc.] and [removed: Bradley J. Peterson, dated August 1, 2016] [added: Michael Ptasznik] (incorporated herein by reference to Exhibit [removed: 10.1] [added: 10.2] to the Quarterly Report on Form 10-Q for the quarter ended [removed: September 30, 2016] [added: March 31, 2017] filed on [removed: November 8, 2016).*] [added: May 10, 2017).*] |

| [removed: 10.18] [added: [10.16](http://www.sec.gov/Archives/edgar/data/1120193/000119312513457974/d635806dex101.htm)] | | Nasdaq Change in Control Severance Plan for Executive Vice Presidents and Senior Vice Presidents, effective November 26, 2013 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on November 29, 2013).* |

| [2.3](http://www.sec.gov/Archives/edgar/data/1120193/000119312517280755/d442224d8k.htm) | | Agreement and Plan of Merger, dated as of September 4, 2017, by and among eVestment, Inc., Nasdaq, Inc., Echo Holding Company and Insight Venture Partners, LLC (solely in its capacity as representative for eVestment’s securityholders) (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on September 8, 2017).† |

| [4.13](http://www.sec.gov/Archives/edgar/data/1120193/000119312517291412/d445171dex41.htm) | | Fifth Supplemental Indenture, dated as of September 22, 2017, among Nasdaq, Inc. and Wells Fargo Bank, National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on September 22, 2017). |

| [10.1](http://www.sec.gov/Archives/edgar/data/1120193/000112019317000011/ndaq6302017ex-104.htm) | | Amended and Restated Board Compensation Policy, effective on May 10, 2017 (incorporated herein by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 filed on August 2, 2017).* |

| [10.8](http://www.sec.gov/Archives/edgar/data/1120193/000112019317000006/ndaq3312017ex-101.htm) | | Form of Nasdaq Continuing Obligations Agreement (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 filed on May 10, 2017).* |

| [10.12](http://www.sec.gov/Archives/edgar/data/1120193/000112019317000014/ndaq9302017ex-101.htm) | | Nonqualified Stock Option Award Certificate to Adena T. Friedman from Nasdaq, Inc. in connection with grant made on January 3, 2017 (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed on November 7, 2017).* |

| [10.19](http://www.sec.gov/Archives/edgar/data/1120193/000119312517137842/d382987dex103.htm) | | Form of Commercial Paper Dealer Agreement between Nasdaq, Inc., as Issuer, and the Dealer party thereto (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on April 26, 2017). |

| [21.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019318000003/ndaq12312017ex-211.htm) | | List of all subsidiaries. |

| [23.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019318000003/ndaq12312017ex-231.htm) | | Consent of Ernst & Young LLP. |

| [24.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019318000003/ndaq12312017ex-241.htm) | | Powers of Attorney. |

| † | Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Nasdaq hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC. |

| | |

| --- | --- |

| | | |

| 10.1 | | Amended and Restated Board Compensation Policy, amended and restated on November 14, 2016.* |

| 10.10 | | Employment Agreement between Nasdaq and Adena Friedman, made and entered into on November 14, 2016 and effective as of January 1, 2017.* |

| 10.11.2 | | Amendment to the Employment Agreement between Nasdaq and Robert Greifeld, entered into and effective as of November 14, 2016.* |

| 10.13.1 | | Amendment One to the Employment Agreement between Nasdaq, Nasdaq International Ltd and Hans-Ole Jochumsen, entered into and effective as of January 1, 2017.* |

| 10.14.3 | | Third Amendment to Employment Agreement between Nasdaq and Edward Knight, effective as of February 22, 2012 (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on February 28, 2012).* |

| 10.14.4 | | Fourth Amendment to Employment Agreement between Nasdaq and Edward Knight, entered into and effective as of October 24, 2016.* |

| 10.16 | | General Release and Retirement Agreement between Nasdaq and Lee Shavel, effective January 26, 2016 (incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 filed on May 5, 2016).* |

| 10.17 | | General Release and Retirement Agreement between Nasdaq and Ronald Hassen, dated September 15, 2016.* |

| 21.1 | | List of all subsidiaries. |

| 23.1 | | Consent of Ernst & Young LLP. |

| 24.1 | | Powers of Attorney. |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on [removed: March 1, 2017.][added: February 28, 2018.]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of [removed: March 1, 2017.][added: February 28, 2018.]

| [Report of Independent Registered Public Accounting [removed: Firm](#s9581AE3442775776C8F6E0026B9E8EB4)] [added: Firm](#sfb413dd8f7a94fd98055dc6d67cdb761)] | [removed: F-[2](#s9581AE3442775776C8F6E0026B9E8EB4)] [added: F-[2](#sfb413dd8f7a94fd98055dc6d67cdb761)] |

| [Consolidated Balance [removed: Sheets](#sB4F64C3BF13A800ECCEBE00257FB5F78)] [added: Sheets](#s306F2652D8535AD8AD0DE28AA5F6B205)] | [removed: F-[3](#sB4F64C3BF13A800ECCEBE00257FB5F78)] [added: F-[3](#s306F2652D8535AD8AD0DE28AA5F6B205)] |

| [Consolidated Statements of [removed: Income](#sC1F7CDA2915501A20260E0025810C85C)] [added: Income](#s9C38A6318D635BEE93BE40E7AB8D00C0)] | [removed: F-[4](#sC1F7CDA2915501A20260E0025810C85C)] [added: F-[4](#s9C38A6318D635BEE93BE40E7AB8D00C0)] |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#s2A78C940914ED76E314EE00258272E2B)] [added: (Loss)](#s76E8A81CB99E5FD59DE5EF66BF6989DE)] | [removed: F-[5](#s2A78C940914ED76E314EE00258272E2B)] [added: F-[5](#s76E8A81CB99E5FD59DE5EF66BF6989DE)] |

| [Consolidated Statements of Changes in [removed: Equity](#s05B593257B80BB52BED3E00258309241)] [added: Equity](#s15b51ef276aa4ff6a3058cd23744e791)] | [removed: F-[6](#s05B593257B80BB52BED3E00258309241)] [added: F-[6](#s15b51ef276aa4ff6a3058cd23744e791)] |