2

 

Table of Contents

 

3

 

Table of Contents

•

Investor Relations . We offer investor relations content, analytics, advisory services and communications tools, including investor relations webcasting, press release services, and websites. Our solutions make it easier for companies to interact and communicate with analysts and investors while meeting corporate governance and disclosure requirements. In early 2016, we launched Nasdaq IR Insight, our new investor relations platform.

•

Public Relations. 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. In February 2016, we acquired Marketwired, a global newswire operator and press release distributor that is being integrated into this business.

•	Multimedia Solutions.  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.

•

Governance. We offer a secure collaboration platform for boards of directors or any team collaborating on confidential initiatives. Our solutions protect sensitive data and facilitate productive collaboration, so board members and teams can work faster and more effectively. 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.

 

Switches from the New York Stock Exchange LLC, or NYSE, and NYSE MKT LLC, or NYSE MKT	20
IPOs	91
Upgrades from OTC	37
ETPs and Other Listings	135
Total	283

4

 

Table of Contents

 

5

 

Table of Contents

 

6

 

Table of Contents

 

7

 

Table of Contents

 

•	regulation of our registered national securities exchanges; and

•	regulation of our U.S. broker-dealer subsidiaries.

8

 

Table of Contents

 

9

 

Table of Contents

 

10

 

Table of Contents

•	agreements with FINRA covering the enforcement of common rules, the majority of which relate to the regulation of our SROs and their members;

•	joint industry agreements with FINRA covering responsibility for enforcement of insider trading rules;

•	joint industry agreement with FINRA covering enforcement of rules related to cash equity sales practices and certain other non-market related rules; and

•	joint industry agreement covering enforcement of rules related to options sales practices.

 

11

 

Table of Contents

 

12

 

Table of Contents

 

13

 

Table of Contents

 

14

 

Table of Contents

 

•	difficulties, costs or complications in combining the companies’ operations, including technology platforms, which could lead to us not achieving the synergies we anticipate or customers not renewing their contracts with us as we migrate platforms;

•	incompatibility of systems and operating methods;

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

•	inability to use capital assets efficiently to develop the business of the combined company;

•	difficulties of complying with government-imposed regulations in the U.S. and abroad, which may be conflicting;

15

 

Table of Contents

•	resolving possible inconsistencies in standards, controls, procedures and policies, business cultures and compensation structures;

•	the diversion of management’s attention from ongoing business concerns and other strategic opportunities;

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

•	difficulties in operating businesses we have not operated before;

•	difficulties of integrating multiple acquired businesses simultaneously;

•	the retention of key employees and management;

•	the implementation of disclosure controls, internal controls and financial reporting systems at non-U.S. subsidiaries to enable us to comply with U.S. GAAP and U.S. securities laws and regulations, including the Sarbanes Oxley Act of 2002, required as a result of our status as a reporting company under the Exchange Act;

•	the coordination of geographically separate organizations;

•	the coordination and consolidation of ongoing and future research and development efforts;

•	possible tax costs or inefficiencies associated with integrating the operations of a combined company;

•	pre-tax restructuring and revenue investment costs;

•	the retention of strategic partners and attracting new strategic partners; and

•	negative impacts on employee morale and performance as a result of job changes and reassignments.

 

16

 

Table of Contents

 

17

 

Table of Contents

 

18

 

Table of Contents

•	our ability to maintain the security of our data and systems;

•	the quality and reliability of our technology platforms and systems;

•	the ability to fulfill our regulatory obligations;

•	the ability to execute our business plan, key initiatives or new business ventures and the ability to keep up with changing customer demand;

•	the representation of our business in the media;

•	the accuracy of our financial statements and other financial and statistical information;

•	the accuracy of our financial guidance or other information provided to our investors;

•	the quality of our corporate governance structure;

•	the quality of our products, including the reliability of our transaction-based, Corporate Solutions and Market Technology products, the accuracy of the quote and trade information provided by our Data Products business and the accuracy of calculations used by our Index Licensing and Services business for indexes and unit investment trusts;

•	the quality of our disclosure controls or internal controls over financial reporting, including any failures in supervision;

•	extreme price volatility on our markets;

•	any negative publicity surrounding our listed companies; and

•	any misconduct, fraudulent activity or theft by our employees or other persons formerly or currently associated with us.

 

19

 

Table of Contents

•	economic, political and geopolitical market conditions;

•	natural disasters, terrorism, war or other catastrophes;

•	broad trends in industry and finance;

•	changes in price levels and volatility in the stock markets;

•	the level and volatility of interest rates;

•	changes in government monetary or tax policy;

•	the perceived attractiveness of the U.S. or European capital markets; and

•	inflation.

 

20

 

Table of Contents

•	reduce funds available to us for operations and general corporate purposes or for capital expenditures as a result of the dedication of a substantial portion of our consolidated cash flow from operations to the payment of principal and interest on our indebtedness;

•	increase our exposure to a continued downturn in general economic conditions;

•	place us at a competitive disadvantage compared with our competitors with less debt; and

•	affect our ability to obtain additional financing in the future for refinancing indebtedness, acquisitions, working capital, capital expenditures or other purposes.

 

21

 

Table of Contents

 

•	problems with effective integration of operations;

•	the inability to maintain key pre-acquisition business relationships;

•	increased operating costs;

•	the diversion of our management team from other operations;

•	problems with regulatory bodies;

•	declines in the value of investments;

•	exposure to unanticipated liabilities;

•	difficulties in realizing projected efficiencies, synergies and cost savings; and

•	changes in our credit rating and financing costs.

22

 

Table of Contents

 

•	we may incur additional amortization expense over the estimated useful lives of certain of the intangible assets acquired in connection with acquisitions during such estimated useful lives;

•	we may have additional depreciation expense as a result of recording acquired tangible assets at fair value, in accordance with U.S. GAAP, as compared to book value as recorded;

•	to the extent the value of goodwill or intangible assets becomes impaired, we may be required to incur material charges relating to the impairment of those assets; and

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

23

 

Table of Contents

 

•	do not permit stockholders to act by written consent;

•	require certain advance notice for director nominations and actions to be taken at annual meetings; and

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

24

 

Table of Contents