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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.
Future MiFID II and MiFIR rules could affect our operations
in Europe. In addition, actions on any of the specific regulatory
issues currently under review in the U.S. and Europe could have
a material impact on our business.
While we support regulatory efforts to review and improve the
structure, resilience and integrity of the markets, the adoption
of these proposed regulatory changes and future reforms could
impose significant costs and obligations on the operation of our
exchanges and processor systems and have other impacts on
our business.
Regulatory changes or future court rulings may have an
adverse impact on our revenue from proprietary data
products.
Regulatory and legal developments could reduce the amount of
revenue that we earn from our proprietary data products. In the
U.S., we generally are required to file with the SEC to establish
or modify the fees that we charge for our data products. In recent
years, certain industry groups have objected to the ability of
exchanges to charge for certain data products. We have defeated
two challenges in federal appeals court and an additional
challenge at the administrative level within the SEC. However,
the industry challengers have sought additional review of that
administrative decision by the full SEC. That SEC review
remains pending and, when resolved, it may be appealed to a
federal court of appeals. If the results of the full SEC review
and any subsequent appeal are detrimental to our
U.S. exchanges’ ability to charge for data products, there could
be a negative impact on our revenues. We cannot predict
whether, or in what form, any regulatory changes will be
implemented, or their potential impact on our business. A
determination by the SEC, for example, to link data fees to
marginal costs, to take a more active role in the data rate-setting
process, or to reduce the current levels of data fees could have
an adverse effect on our Data Products revenues.
In Canada, all new marketplace fees and changes to existing
fees, including trading and data fees, must be filed with and
approved by the Ontario Securities Commission. In 2016, the
Canadian Securities Administrators approved amendments that
impose a fee cap for trading fees and the adoption of 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. Until this reference is established, increases in
market data fees will not be permitted. When a reference is
established, all marketplaces will be subject to annual reviews
of their market data fees tying market data revenues to market
share.
Our European exchanges currently offer data products to
customers on a non-discriminatory and reasonable commercial
basis. 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
the fees for European data products adversely. In addition any
future actions by the European Commission or European court
decisions could affect our ability to offer data products in the
same manner that we do today thereby causing an adverse effect
on our Data Products revenues.
Technology issues relating to our role as exclusive processor
for Nasdaq-listed stocks could affect our business.
On August 22, 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.
Following this system outage, the SEC and others evaluated all
infrastructure that is critical to the national market system,
including the processor systems. Nasdaq, as technology
provider to the UTP Operating Committee, proposed, received
approval for, and implemented measures to enhance the
resiliency of the existing processor system. Additionally, the
UTP Operating Committee recently approved Nasdaq’s
proposal to transfer the processor technology from its current
enhanced platform to Nasdaq’s INET platform. The migration,
which was completed in late 2016, further enhanced the
resiliency of the processor systems. If, despite these
improvement measures, future outages occur or the processor
systems fail to function properly while we are operating the
systems, it could have an adverse effect on our business,
reputation, financial condition or operating results.
Stagnation or decline in the listings market could have an
adverse effect on our revenues.
The market for listings is dependent on the prosperity of
companies and the availability of risk capital. Although the
market for listings over the past couple of years was strong,
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. We recognize revenue
from new listings on The Nasdaq Stock Market on a straight-
line basis over an estimated six-year service period. As a result,
a stagnant market for listings could cause a decrease in revenues
for future years. Furthermore, a prolonged decrease in the
number of listings could negatively impact the growth of our
transactions revenues. Our Corporate Solutions business is also
impacted by declines in the listings market or increases in
acquisitions activity as there will be fewer publicly-traded
customers that need our products.
Any reduction in our credit rating could increase the cost of
our funding from the capital markets.
Our long-term debt is currently rated investment grade by two
of the major rating agencies. These rating agencies regularly
evaluate us and their ratings of our long-term debt are based on
a number of factors, including our financial strength and
corporate development activity as well as factors not entirely
within our control, including conditions affecting the financial
services industry generally. There can be no assurance that we
will maintain our current ratings. Our failure to maintain those
ratings could adversely affect the cost and other terms upon
which we are able to obtain funding and increase our cost of
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