Prospectus for the Employee Stock Purchase Plan offer to ... · The NASDAQ OMX Group, Inc. Prospectus for the Employee Stock Purchase Plan offer to The NASDAQ OMX Group, Inc.'s employees

The NASDAQ OMX Group, Inc. Prospectus for the Employee Stock Purchase Plan

offer to The NASDAQ OMX Group, Inc.'s employees in

Sweden

27 May 2015

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Important information

Information to investors

This prospectus has been prepared in connection with Nasdaq's offer to its eligible employees of its Swedish operations, to acquire, at a discounted price common shares of Nasdaq under The NASDAQ OMX Group, Inc. Employee Stock Purchase Plan (the "ESPP" or the "Plan").

This prospectus has been prepared in compliance with the standards and requirements of the Swedish Financial Instruments Trading Act of 1991 (Sw. lagen (1991:980) om handel med finansiella instrument) (the “Trading

Act”), Directive 2003/71/EC of the European Parliament and the Council (the “Prospectus Directive”), the Commission Regulation (EC) No. 809/2004 and question 71 of the European Securities and Markets Authority ("ESMA) Q&A ("Questions and Answers; Prospectuses, 22st updated version – October 2014").

The prospectus has been approved and registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) (“SFSA”) pursuant to the provisions of Chapter 2, Sections 25 and 26 of the Trading Act. Approval and registration by the SFSA does not imply that the SFSA guarantees that the factual information provided in this prospectus is correct and complete.

The prospectus is governed by Swedish law, whereas the Plan is governed by the laws of the State of Delaware.

This prospectus has been prepared in English only.

This Prospectus has been prepared and is made available solely for the purpose of offering Nasdaq's employees in Sweden to participate in the ESPP. Accordingly, this prospectus is not directed to persons in, and the prospectus may not be distributed or published in, any country or any jurisdiction where such act would require additional prospectuses, other offer documentation, registrations or other actions in addition to what follows from Swedish law, or where such act would otherwise conflict with local law.

For more information regarding restrictions in relation to the offering in the prospectus, please see Section 4.

This prospectus has been furnished by Nasdaq based on Nasdaq's own information and sources that Nasdaq believes to be reliable.

Anyone making an investment decision must rely on its own assessment of Nasdaq and the offering under the prospectus, including the merits and risks involved, and investors must only rely on the information contained in the prospectus and any supplements to the prospectus. No person has been authorised to give any information or make any representations other than those contained in the prospectus and, if nevertheless given or made, such information or representations must not be relied upon as having been authorised by Nasdaq.

Nasdaq reserves the right, in its sole and absolute discretion, to reject any acquisition of securities that it or its agents believe may give rise to a breach or violation of any law, rule or regulation.

Presentation of financial information

Certain financial and other information presented in this prospectus may have been rounded off for the purpose of making this prospectus more easily accessible for the reader. As a result, the figures in certain columns may not exactly add up with the declared total amount.

Forward looking statements

Information set forth in this offer document contains forward-looking statements. These forward-looking statements include all matters that are not historical facts. Words such as “anticipates”, “estimates”, “expects”, “projects”, “intends”, “plans”, “believes”, “may”, “will” or “should” and words or terms of similar substance used in connection with any discussion of future operating results or financial performance identify forward-looking statements.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus. You should carefully read this entire prospectus, its appendices and related notes. Except as required by the federal securities laws, Nasdaq undertakes no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.

An annual report on Form 10-K of Nasdaq, was filed by Nasdaq with the SEC (as defined below), on 17 February, 2015, and other materials have been filed with the SEC and are publicly available. The Form 10-K contains information about the proposed ESPP, including risk factors related thereto. Readers who wish to obtain more information about Nasdaq's risk factors related thereto should read the Form 10-K.

Nasdaq expressly qualifies in their entirety all forward-looking statements attributable to Nasdaq, or any person acting on their behalf, by the cautionary statements contained or referred to in this section.

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Contents 1. Translation into Swedish of Summary (översättning av prospektsammanfattning) ............ 4

Avsnitt A – Introduktion och varningar .......................................................................................... 4

Avsnitt B – Emittent ...................................................................................................................... 4

Avsnitt C – Värdepapper .............................................................................................................. 7

Avsnitt D – Risker ......................................................................................................................... 7

Avsnitt E – Erbjudande ................................................................................................................. 8

2. Summary ................................................................................................................................... 10

Section A – Introduction och warnings ....................................................................................... 10

Section B – Issuer and any guarantor ........................................................................................ 10

Section C – Securities ................................................................................................................ 13

Section D – Risks ....................................................................................................................... 13

Section E – Offer ........................................................................................................................ 15

3. Risk Factors .............................................................................................................................. 17

Risks Relating to Nasdaq's Business ......................................................................................... 17

Risks Relating to an Investment in Nasdaq's Common Stock .................................................... 35

4. Description of The Nasdaq Employee Stock Purchase Plan ................................................ 37

General Information .................................................................................................................... 37

Motives ....................................................................................................................................... 37

Administration ............................................................................................................................. 37

How many shares are available for purchase under the ESPP? ................................................ 37

Who is eligible to participate in the ESPP? ................................................................................. 38

How does the ESPP operate? .................................................................................................... 38

Legislation .................................................................................................................................. 41

Restrictions on the free transferability of the securities .............................................................. 42

Change in control ....................................................................................................................... 42

Amendments and termination ..................................................................................................... 42

Taxation and withholding ............................................................................................................ 42

Application of funds and estimate of total cost of the Plan ......................................................... 43

Dilution ....................................................................................................................................... 43

5. Information about The NASDAQ OMX Group, Inc. ................................................................ 45

Business description ................................................................................................................... 45

Business Environment ................................................................................................................ 47

2013 Outlook .............................................................................................................................. 47

6. Financial Information in Summary .......................................................................................... 51

Selected Historical Financial Information .................................................................................... 51

7. Capitalization and other Financial Information ...................................................................... 56

Shareholders’ Equity and Liabilities ............................................................................................ 56

Net Financial Indebtedness ........................................................................................................ 57

Capital Resources and Working Capital ..................................................................................... 58

Statement regarding Working Capital ......................................................................................... 58

Trends and significant changes since publication of the interim report for the period January-March 2013................................................................................................................................. 58

8. Board of Directors, Executive Officers and Auditors ............................................................ 59

Board of Directors ....................................................................................................................... 59

Executive Officers ....................................................................................................................... 65

Other information regarding the Board of Directors and Executive Officers ............................... 69

Certain Relationships and Related Transactions ........................................................................ 70

Auditors ...................................................................................................................................... 73

9. Additional Information ............................................................................................................. 74

Shares and share capital ............................................................................................................ 74

Arrangements for Stock Ownership of Employees ..................................................................... 75

Disputes and Legal Proceedings ................................................................................................ 76

Documents available for review .................................................................................................. 77

10. Definitions ................................................................................................................................. 80

11. The Nasdaq Employee Stock Purchase Plan ......................................................................... 81

12. Nasdaq Interim Report for the Quarterly Period Ended March 31, 2014 .............................. 94

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1. Translation into Swedish of Summary (översättning av prospektsammanfattning)

Detta är en översättning av avsnittet Summary. Om översättningen inte stämmer överens med informationen i den engelska originalversionen har den engelska originalversionen tolkningsföreträde. Investerare bör därför även ta del av prospektet i dess helhet på dess originalspråk innan något beslut tas om en investering.

2. Sammanfattning Sammanfattningen består av vissa informationskrav uppställda i punkter. Punkterna är numrerade i avsnitten A-E (A.1-E.7). Denna sammanfattning innehåller de punkter som krävs för en sammanfattning i ett prospekt för den aktuella typen av emittent och värdepapperserbjudande. Eftersom vissa punkter inte är tillämpliga för alla typer av prospekt kan det förekomma luckor i punkternas numrering. Även om det krävs att en punkt inkluderas i sammanfattningen för den aktuella typen av prospekt finns det i vissa fall ingen relevant information att lämna. Punkten har i så fall ersatts med en kort beskrivning av informationskravet tillsammans med angivelsen "ej tillämplig".

Avsnitt A – Introduktion och varningar

A.1 Introduktion och varningar

Denna sammanfattning bör betraktas som en introduktion till prospektet.

Varje beslut om att investera i värdepapperen ska baseras på en bedömning av prospektet i dess helhet från investerarens sida.

Om yrkande avseende uppgifterna i prospektet anförs vid domstol, kan den investerare som är kärande i enlighet med medlemsstaternas nationella lagstiftning bli tvungen att svara för kostnaderna för översättning av prospektet innan de rättsliga förfarandena inleds.

Civilrättsligt ansvar kan åläggas de personer som lagt fram sammanfattningen, inklusive översättningar därav, men endast om sammanfattningen är vilseledande, felaktig eller oförenlig med de andra delarna av prospektet eller om den inte, tillsammans med andra delar av prospektet, ger nyckelinformation för att hjälpa investerare när de överväger att investera i sådana värdepapper.

A.2 Finansiella mellanhänder

Ej tillämplig. Prospektet har upprättats enligt den förenklade regim för incitamentsprogram till anställda vilket ESMA tillåter enligt ESMA:s Questions and Answers - Prospectuses, fråga nr 71.

Avsnitt B – Emittent

B.1 Firma Bolagets legala namn är The NASDAQ OMX Group, Inc. och dess handelsbeteckning är NDAQ.

B.2 Säte och bolagsform


B.3 Beskrivning av emittentens


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verksamhet

B.4a Trender De senaste och mest betydande trenderna som påverkar Nasdaq och de branscher där Nasdaq är verksam innefattar:

• Handelsvolymer, särskilt i amerikanska och europeiska aktier och derivatinstrument, vilka framför allt drivs av övergripande makroekonomiska förhållanden;

• Antalet bolag som söker finansiering genom aktiekapital, vilka påverkas av sådana faktorer som efterfrågan från investerare, den globala ekonomin, utbudet av olika finansieringskällor samt skatte- och tillsynspolitik;

• Efterfrågan på information om, och tillgång till, Nasdaqs marknader, vilka är beroende av de produkter som Nasdaq tillhandahåller, Nasdaq betydelse som tillhandahållare av likviditet, och kvaliteten och priserna på Nasdaqs data och anslutningstjänster;

• Bolag och andra organisationers efterfrågan på de produkter som säljs genom Nasdaqs Corporate Solutions business, vilket är till stor del drivet av det generella ekonomiska läget och huruvida Nasdaqs utbud anses attraktivt;

• Efterfrågan på registrerade börshandlade produkter och andra finansiella produkter baserade på Nasdaqs olika index så väl som förändringar i underliggande tillgångar till existerande registrerade finansiella produkter;

• Utmaningar som uppstår genom att användningen av marknadsdata automatiseras, inklusive konkurrens samt den snabba utvecklingen inom verksamhetsområdet för marknadsdata;

• Utsikterna för Nasdaqs teknologikunder som bedriver kapitalmarknadsverksamhet;

• Fortsatt tryck på prissättningen på transaktionsavgifter som ett resultat ökad konkurrens i USA och Europa;

• Konkurrens inom prissättning, utformning av produkter och tjänsteutbud för noteringar och börshandel;

• Regulatoriska förändringar som införs avseende visa typer av instrument, transaktioner eller kapitalmarknadsaktörer; och

• Tekniska framsteg och kunders efterfrågan på snabbhet, effektivitet och pålitlighet.

B.5 Koncern Ej tillämplig. Prospektet har upprättats enligt den förenklade regim för incitamentsprogram till anställda vilket ESMA tillåter enligt ESMA:s Questions and Answers - Prospectuses, fråga nr 71.

B.6 Ägarstruktur Ej tillämplig. Prospektet har upprättats enligt den förenklade regim för incitamentsprogram till anställda vilket ESMA tillåter enligt ESMA:s Questions and Answers - Prospectuses, fråga nr 71.

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B.7 Utvald historisk finansiell information

1 januari – 31 mars,

1 januari – 31 december

2015

2014

2014

2013

2012

(miljoner, förutom aktier och data per aktie) Information från resultaträkningen: Omsättning (Total revenues)1 .........................................................USD 858 USD 898 USD 3,500 USD 3,211 USD 3,120Transaktionsbaserade kostnader (Transaction-based

expenses)2 ................................................................................ (351) (369) (1,433) (1,316) (1,446)

Omsättning minus transaktionsbaserade kostnader

(Revenues less transaction-based expenses) ..........................507 529

2,067 1,895 1,674Rörelsekostnader (Total operating expenses)................................ 480 345 1,313 1,207 984Rörelseintäkter (Operating Income).................................................

27 184

754 688 690Nettoresultat (Net income) hänförligt till Nasdaq .............................

9 103

414 385 352Nettoresultat (Net income) hänförligt till aktieägare ........................ 9 103 414 385 352Information per aktie:

Vinst per aktie före utspädning ........................................................USD 0.05 USD 0.61 USD 2.45 USD 2.30 USD 2.09

Vinst per aktie efter utspädning .......................................................USD 0.05 USD 0.59 USD 2.39 USD 2.25 USD 2.04Beslutad kontantutdelning per aktie.................................................

USD 0.15 USD 0.28

USD 0.58 USD 0.52 USD 0.39

Vägt genomsnittligt antal utestående aktier för vinst per aktie (Weighted average common shares outstanding for earnings per share):

Före utspädning ................................................................168,985,956 169,595,951 168,926,733 166,932,103 168,254,653Efter utspädning ................................................................172,677,119 173,666,556 173,018,849 171,266,146 172,587,870

31 mars,

31 december,

20153

2014

2014

2013

2012

(miljoner)

Information från balansräkningen: Kontanta och likvida medel samt finansiella

investeringar (Cash and cash equivalents and financial investments) USD 522 USD 581

USD 601 USD 587 USD 720Totala tillgångar (Total assets) ................................

12,242 12,978

12,087 12,577 9,132Totala långfristiga skulder (Total long-term

liabilities) ................................................................ 3,257 3,160

3,313 3,593 2,905Totalt eget kapital (Total equity) ................................

5,545 6,240

5,794 6,184 5,209

Ovanstående information från Nasdaq har tagits fram I enlighet med U.S. GAAP.

Det har inte skett någon väsentlig förändring av Nasdaqs finansiella ställning eller marknadsställning sedan publiceringen av delårsrapporten för perioden januari - mars 2015.

B.8 Utvald proforma-redovisning


B.9 Resultat-prognos

Ej tillämplig. Prospektet innehåller inte någon resultatprognos eller beräkning av förväntat resultat.

B.10 Revisions-anmärkningar


B.11 Rörelse-kapital

Ej tillämplig. Nasdaqs rörelsekapital är tillräckligt för de aktuella behoven.

1 Nasdaq redovisar så kallade execution revenues från transaktioner på en bruttobasis i omsättningen och redovisar därtill relaterade kostnader som transaktionsbaserade kostnader. 2 Nasdaq redovisar så kallade execution revenues från transaktioner på en bruttobasis i omsättningen och redovisar därtill relaterade kostnader som transaktionsbaserade kostnader.

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Avsnitt C – Värdepapper

C.1 Värdepapper som erbjuds

Stamaktie i The NASDAQ OMX Group, Inc (ISIN-kod US6311031081).

C.2 Denominering Aktierna är denominerade i amerikanska dollar.

C.3 Totalt antal aktier

Det totala antalet utgivna stamaktier per den 31 mars 2015 är 171 527 299. Samtliga aktier är fullt betalda och har ett kvotvärde om 0,01 amerikanska dollar. Efter genomförandet av ESPP kommer, under förutsättning att samma aktiekurs och deltagandegrad som förra året föreligger, 256 722 aktier att emitteras baserat på ett antagande om att antalet anställda som är berättigade att delta är 3 600.

C.4 Rättigheter som samman-hänger med värdepapperna

Varje stamaktie berättigar till en röst för alla ärenden som skall beslutas av aktieägare, dock kan inte aktieägare (förutom aktieägare som erhållit undantag i enlighet med Nasdaqs bolagsordning) utöva sin rösträtt avseende aktier som överstiger 5% av de vid tidpunkten utgivna stamaktierna. Ägare av stamaktier är berättigade att erhålla sådan vinstutdelning, proportionellt till ägandet, som beslutas från tid till annan av styrelsen. Vid Nasdaqs upplösning berättigar stamaktien till lika del i bolagets tillgångar, efter att tilldelning, om någon, skett till preferensaktieägare.

C.5 Inskränkningar i den fria överlåtbar-heten

En deltagare för inte överlåta, pantsätta eller på annat sätt förfoga över sådana löneavdrag eller avgifter som är innevarande på deltagarens konto eller rättigheter vad gäller köp av aktier under ESPP. Varje sådant förfogande skall vara utan verkan, förutom det fall att Nasdaq kan betrakta ett sådant agerande som ett val att dra tillbaka medel från en erbjudandeperiod.

C.6 Upptagande till handel

Aktierna är föremål för handel på The Nasdaq Stock Market i USA och på Nasdaq Dubai Limited i Förenade Arabemiraten.

C.7 Utdelnings-policy

Nasdaq måste uppfylla de förpliktelser som följer av Nasdaqs kreditfaciliteter. Dessa förpliktelser begränsar bland annat Nasdaqs möjlighet att göra vinstutdelningar. Nasdaqs kreditfaciliteter tillåter Nasdaq att göra kontantutbetalningar så länge man håller sin skuldsättning inom ett visst ratio.

Avsnitt D – Risker

D.1 Huvudsakliga risker relaterade till emittenten eller branschen

Nasdaq har i detta prospekt identifierat ett antal riskfaktorer som bedöms skulle kunna ha en väsentlig negativ inverkan på Nasdaq verksamhet, finansiella ställning och resultat. Riskfaktorerna är sammanställda i ordning efter betydelse eller potentiell ekonomisk inverkan på Nasdaq och det kan finnas ytterligare riskfaktorer vilka Nasdaq i dagsläget inte känner till.

Huvudsakliga riskfaktorer relaterade till Nasdaq och/eller branschen utgörs av:

• risken för ökad produkt- och priskonkurrens inom Nasdaqs verksamhetsområden.

• risken att ekonomiska förhållanden och marknadsfaktorer, vilka ligger utanför Nasdaqs kontroll, påverkar Nasdaqs verksamhet och finansiella ställning

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negativt.

• risken att systembegränsningar och systemfel kommer att skada Nasdaqs verksamhet.

• risken att Nasdaqs position på den globala marknaden gör Nasdaq mer utsatt för risken för en nätattack eller andra säkerhetsrelaterade incidenter.

• risken att ytterligare finansiella medel inte kommer att finnas snabbt tillgängliga och därmed påverka Nasdaqs möjligheter att göra investeringar i verksamheten, underhålla och utöka verksamheten och/eller integrera gjorda förvärv i verksamheten.

• risken att Nasdaq kommer bryta mot gällande verksamhetsregler vilket skulle kunna leda till klander, vite och tillsynsförfaranden.

• risken att ändringar i gällande regler och ändringar i marknadsstrukturen väsentligen skulle påverka Nasdaqs verksamhet.

• risken att Nasdaqs rykte eller varumärke skadas och väsentligen skulle påverka Nasdaqs verksamhet negativt.

• risken att Nasdaq drabbas av värdeminskningskostnader relaterat till goodwill, immateriella tillgångar och anläggningstillgångar.

• risken att bli föremål för processer och andra ansvarskrav.

D.3 Huvudsakliga risker relaterade till värdepapperna

• Risker relaterade till aktierna omfattar bl.a. att det inte kan ges några garantier på att Nasdaq kommer göra framtida vinstutdelningar till aktieägare då detta är beroende av beslut från styrelsen. En annan risk är att bestämmelser i Nasdaqs bolagsordning, börsregelverk (innefattande bestämmelser som syftar till att bemöta frågor från SEC) och lagarna i Delaware kan försena eller förhindra ett ägarskifte i Nasdaq och därmed påverka den nuvarande ledningen av bolaget. Dessa omständigheter kan påverka en investering i Nasdaq aktie negativt.

• Det kan finnas risker som är relaterade till Nasdaq som för närvarande inte är kända för Nasdaq.

Avsnitt E – Erbjudande

E.1 Emissions-belopp och kostnader

Uträkningen av de totala årliga kostnaderna för ESPP har baserats på det totala antalet Nasdaq-anställda samt ett uppskattat procentuellt deltagande i ESPP och beräknas uppgå till cirka USD 3 564 481.

E.2

a

Motiv och användning av emissions-likviden

Syftet med ESPP:n är att ge anställda (inklusive anställda i ledande befattning) i Nasdaq och dess deltagande koncernbolag en möjlighet att investera i aktier i Nasdaq genom regelbundna erbjudanden finansierade genom löneavdrag. De medel som tillförs Nasdaq från försäljningen av aktier under ESPP kommer att användas inom bolagets löpande verksamhet.

E.3 Erbjudandets Varje erbjudande består av (i) en inskrivningsperiod, under vilken berättigade anställda

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former och villkor

(inluderande svenska anställda) kan välja att delta med avseende på en erbjudandeperiod, genom att ackumulera medel för köp av aktier genom löneavdrag under den omedelbart efterföljande erbjudandeperioden, (ii) en erbjudandeperiod, under vilken sådana medel ackumuleras, och (iii) ett inköpsdatum, som vanligtvis är den sista dagen på erbjudandeperioden, på vilket ESPP-administratören, med de medel som ackumulerats av varje deltagare under erbjudandeperioden, kommer att förvärva aktier i Nasdaq. Berättigade medarbetare (inklusive de svenska medarbetarna) kommer att informeras av Nasdaq när inskrivningsperioder och erbjudandeperioder har fastställts. Berättigade medarbetare kan bli deltagare under en erbjudandeperiod genom att, till Nasdaq, inkomma med en registreringshandling, vilken kommer tillhandahållas separat från Nasdaq.

När en berättigad anställd väljer att delta i ett erbjudande, väljer han eller hon att ackumulera medel genom löneavdrag under erbjudandeperioden, medel som kommer att användas för att förvärva aktier på det efter erbjudandeperioden följande inköpsdatumet. Köpeskillingen för de på uppdrag av varje deltagare inköpta aktierna är vid varje inköpsdatum det lägsta av 85% av (i) det verkliga marknadsvärdet per aktie på startdatumet för den erbjudandeperiod deltagaren är inskriven under, eller (ii) det verkliga marknadsvärdet på det relevanta inköpsdatumet för aktuell erbjudandeperiod (vanligtvis den sista dagen under erbjudandeperioden).

Det totala antalet aktier reserverade för utgivande under ESPP:n uppgår till 5 500 000. ESPP:n medför vissa begränsningar för en deltagares rätt att förvärva aktier, exempelvis vad gäller aktier som kan komma att förvärvas av någon deltagare under något kalenderår. Den dag en deltagares köprätt nyttjas uppstår en skattepliktig förmån. Såvida det inte sägs upp vid ett tidigare tillfälle ska ESPP:n upphöra att gälla den tionde årsdagen från dess ikraftträdande, den 27 maj 2010.

E.4 Intressen som har betydelse för erbjudandet.


E.5 Lock-up-avtal Ej tillämplig. Prospektet har upprättats enligt den förenklade regim för incitamentsprogram till anställda vilket ESMA tillåter enligt ESMA:s Questions and Answers - Prospectuses, fråga nr 71.

E.6 Utspädnings-effekt

Baserat på att antalet medarbetare som är berättigade att delta i ESPP är ca 3 600 och med antaganden om att samma deltagandegrad och aktiekurs som förelåg vid erbjudandeperioden som sträckte sig från 1 juni, 2014 till 31 december 2014 också föreligger för de två erbjudandeperioder som detta prospekt avser, så kommer antalet aktier som köps för deltagarnas räkning att uppgå till 256 722.

För de aktieägare som för närvarande innehar 1% av det totala antalet aktier i Nasdaq (per 31 mars, 2015), vilket var 1 715 273 aktier och som avstår att delta i ESPP:n uppkommer, mot bakgrund av ovan förutsättningar, en utspädningseffekt om 0,9985% beräknat på 256 772 aktier.

E.7 Kostnader som åläggs investerare

Ej tillämplig. Nasdaq ålägger inte deltagarna några kostnader.

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2. Summary

Summaries are made up of disclosure requirements known as ‘Elements’. These elements are

numbered in Sections A – E (A.1 – E.7). This summary contains all the Elements required to be included

in a summary for this type of securities and issuer. Because some Elements are not required to be

addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element

may be required to be inserted in the summary because of the type of securities and issuer, it is

possible that no relevant information can be given regarding the Element. In this case a short

description of the Element is included in the summary with the mention of ‘not applicable’. - Where

information is not included in the body of a prospectus in relation to a particular El-ement, a reference

to ‘not applicable’ should appear followed by a short description of the disclosure requirement. ‘Not

applicable’ should not be abbreviated to ‘N/A.

Section A – Introduction and warnings

A.1 Introduction and warnings

This summary should be read as introduction to this prospectus.

Any decision to invest in the securities should be based on consideration of this prospectus as a whole by the investor.

Where a claim relating to the information contained in this prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the prospectus before the legal proceedings are initiated.

Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus or it does not provide, when read together with the other parts of the prospectus, key information in order to aid investors when considering whether to invest in such securities.

A.2 Financial intermediaries

Not applicable. The ESPP is not subject to financial intermediaries.

Section B – Issuer and any guarantor

B.1 Legal and commercial name

The legal and commercial name of the issuer is The NASDAQ OMX Group, Inc. and its stock symbol is NDAQ.

B.2 Domicile and legal form

Not applicable. This prospectus has been made in accordance with the short-form disclosure regime for offers to employees which is permitted by ESMA pursuant to ESMA's Questions and Answers - Prospectuses, Question no. 71.

B.3 Description of the issuer's current operations


B.4a Trends The most significant recent trends affecting Nasdaq and the industries in which Nasdaq operates include:

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• Trading volumes, particularly in U.S. and European derivative and cash equity securities, which are driven primarily by overall macroeconomic conditions;

• The number of companies seeking equity financing, which is affected by factors such as investor demand, the global economy, availability of diverse sources of financing as well as tax and regulatory policies;

• The demand for information about, or access to, Nasdaq's markets, which is dependent on the products Nasdaq trades, Nasdaq's importance as a liquidity center, and the quality and pricing of Nasdaq's data and access services;

• The demand by companies and other organizations for the products sold by Nasdaq's Corporate Solutions business, which is largely driven by the overall state of the economy and the attractiveness of Nasdaq's offerings;

• The demand for licensed exchange traded products and other financial products based on Nasdaq's indices as well as changes to the underlying assets associated with existing licensed financial products;

• The challenges created by the automation of market data consumption, including competition and the quickly evolving nature of the market data business;

• The outlook of Nasdaq's technology customers for capital market activity; • Continuing pressure in transaction fee pricing due to intense competition in the

U.S. and Europe; • Competition for listings and trading related to pricing, product features and service

offerings; • Regulatory changes imposed upon certain types of instruments, transactions, or

capital market participants; and • Technological advancements and customers’ demand for speed, efficiency, and

reliability.

B.5 Description of group


B.6 Ownership structure


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B.7 Selected

historical key financial information

Three Months Ended March 31,

Year Ended December 31,

2015

2014

2014

2013

2012

(in millions, except share and per share amounts)

Statements of Income Data: Total revenues1 ................................................................USD 858 USD 898 USD 3,500 USD 3,211 USD 3,120Transaction-based expenses2 ................................ (351) (369) (1,433) (1,316) (1,446)

Revenues less transaction-based

expenses ................................................................507 529 2,067 1,895 1,674

Total operating expenses ................................ 480 345 1,313 1,207 984Operating Income ................................................................27 184 754 688 690Net income attributable to Nasdaq ................................ 9 103 414 385 352Net income applicable to common

stockholders ................................................................ 9 103 414 385 352Per share information: Basic earnings per share ................................ 0.05 USD 0.61 USD 2.45 USD 2.30 USD 2.09

Diluted earnings per share ................................ 0.05 USD 0.59 USD 2.39 USD 2.25 USD 2.04Cash dividends declared per common share ................................................................ 0.15 USD 0.28

USD 0.58USD 0.52 USD 0.39

Weighted-average common shares

outstanding for earnings per share Basic ................................................................168,985,956 169,595,951 168,926,733 166,932,103 168,254,653Diluted ................................................................172,677,119 173,666,556 173,018,849 171,266,146 172,587,870

March 31,

December 31,

2015

2014

2014

2013

2012

(in millions) Balance Sheets Data: Cash and cash equivalents and financial

investments USD 522 USD 581

USD 601 USD 587 USD 720 Total assets ................................................................ 12,242

12,978

12,087 12,577 9,132 Total long-term liabilities ................................ 3,257

3,160

3,313 3,593 2,905 Total equity ................................................................

5,545 6,240

5,794 6,184 5,209

The information above that Nasdaq has provided has been prepared in accordance with U.S. GAAP.

There has been no substantial change in Nasdaq’s financial position or market position since the publication of the interim report for the period January – March 2015.

B.8 Selected pro forma financial information


B.9 Profit forecast

Not applicable. This prospectus does not include profit forecasts or estimates.

B.10 Qualifications in the audit report


B.11 Sufficient working capital

Not applicable. Nasdaq's existing working capital is sufficient to meet the current needs of Nasdaq for the next 12 months.

1 Nasdaq records execution revenues from transactions on a gross basis in revenues and record related expenses as transaction-based expenses. 2 Nasdaq records execution revenues from transactions on a gross basis in revenues and record related expenses as transaction-based expenses.

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Section C – Securities

C.1 Type and class of securities being offered / Security identification number

Shares of Nasdaq common stock (ISIN code US6311031081).

C.2 Denomination Shares of Nasdaq common stock are denominated in U.S. dollars.

C.3 Number of shares issued

The total number of Nasdaq common stock issued is 171,527,299 as of March 31, 2015. All shares of Nasdaq common stock are fully paid and a par value of USD 0.01. After the implementation of the ESPP, assuming the same share price and percentage of employee participation as last year, 256,722 shares will be issued based on the assumption that the number of employees eligible to participate is 3,600.

C.4 Rights attached to the securities

The holders of Nasdaq's common stock are entitled to one vote per share on all matters to be voted upon by the shareholders except that any person (other than any person as may be approved for such an exemption in accordance with Nasdaq's Amended and Restated Certificate of Incorporation) will be unable to exercise voting rights in respect of any shares in excess of 5% of the then outstanding shares of Nasdaq's common stock. Holders of Nasdaq common stock are entitled to receive ratably such dividends as may be declared from time to time by the board of directors. In the event of liquidation, dissolution, or winding up of Nasdaq, the holders of Nasdaq common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding.

C.5 Restrictions on free transferability

Neither payroll deductions or contributions credited to a participant’s account nor any rights with regard to the purchase of shares under the Plan may be assigned, transferred, pledged, or otherwise disposed of in any way (other than by will, laws of descent and distribution, or beneficiary designation) by a participant. Any such attempt at assignment, transfer, pledge, or other disposition shall be without effect, except that Nasdaq may treat such act as an election to withdraw funds from an offering period.

C.6 Admission to trading

The shares are traded on The Nasdaq Stock Market in the USA and Nasdaq Dubai Limited in the United Arab Emirates.

C.7 Dividend policy

Nasdaq must comply with the covenants in Nasdaq's credit facilities. Among other things, these covenants restrict Nasdaq's ability to pay dividends. Nasdaq's credit facilities allow Nasdaq to pay cash dividends on its common stock as long as certain leverage ratios are maintained.

Section D – Risks

D.1 Risks specific to the issuer or its

Nasdaq has in this prospectus identified a number of risk factors that are deemed to have a material negative influence on Nasdaq's business, operating results and/or

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industry financial condition. The risk factors are not summarized in order of significance nor potential economic influence on Nasdaq and there may be additional risk factors not presently known to Nasdaq.

The principal risk factors related to Nasdaq and/or the market it is operating in are:

• the risk of increasing product and price competition in connection with Nasdaq's business.

• the risk of economic conditions and market factors, which are beyond Nasdaq's control, adversely affecting Nasdaq's business and financial condition.

• the risk of system limitations or failures harming Nasdaq's business.

• the risk of Nasdaq's role in the global marketplace placing Nasdaq at greater risk for a cyber attack or other security incidents.

• the risk of additional funds not being readily available which could influence Nasdaq's possibilities to invest in its operations, to maintain and grow its business and to integrate its acquisitions.

• the risk of regulatory non-compliance leading to censures, fines and enforcement proceedings.

• the risk of regulatory changes and changes in market structure having a material adverse effect on Nasdaq's business.

• the risk of damage to Nasdaq's reputation or brand name having a material adverse effect on Nasdaq's business.

• the risk of incurring goodwill, intangible asset or other long-lived asset impairment charges in the future.

• the risk of being subject to litigation and other liabilities.

D.3 Risks specific to the securities

• Risks relating to Nasdaq's common stock include that there can be no guarantee that Nasdaq will pay future dividends to Nasdaq's stockholders as this is dependent on the discretion of the board of directors. Another risk is that provisions of Nasdaq's amended and restated certificate of incorporation, by-laws, exchange rules (including provisions included to address SEC concerns) and Delaware law could delay or prevent a change in control of Nasdaq and entrench current management. These circumstances could have a negative impact on an investment in Nasdaq's common stock.

• There may be risks related to Nasdaq that currently are not known to Nasdaq.

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Section E – Offer

E.1 Total net proceeds and expenses

The estimation of total annual cost for the ESPP is based on the total number of Nasdaq employees and the estimated percentage of those employees that Nasdaq expects will participate in the ESPP. The total annual cost is estimated at approximately USD 3,564,481.

E.2a Reasons for the offer The purpose of the ESPP is to provide employees (including employees who are directors) of Nasdaq and its participating affiliates with an opportunity to invest in shares of Nasdaq’s common stock through periodic offerings financed by payroll deductions. The proceeds received by Nasdaq from the sale of shares pursuant to purchases under the ESPP will be used for general corporate purposes.

E.3 Terms and conditions Each offering consists of (i) an enrollment period, during which eligible employees (including Swedish employees) can elect to participate with respect to an offering period by accumulating funds for the purchase of shares through payroll deductions during the immediately following offering period, (ii) the offering period during which such funds are accumulated, and (iii) a purchase date, which is usually the last day of the offering period, as of which the ESPP administrator will acquire shares of Nasdaq common stock with the funds accumulated by each participant during the offering period. Eligible employees (including the Swedish employees) will be informed by Nasdaq when enrollment periods and offering periods have been determined. Eligible employees may become participants with respect to an offering period by filing with Nasdaq a form of enrollment, which will be separately provided by Nasdaq.

When an eligible employee elects to participate in an offering, he or she is electing to accumulate funds through payroll deduction during the offering period which will be used to acquire shares of common stock on the purchase date as of the close of the offering period. The purchase price of the shares of common stock purchased on behalf of each participant on each purchase date is the lower of 85% of (i) the fair market value per share on the start date of the offering period in which the participant is enrolled or (ii) the fair market value on the applicable purchase date of the offering period (usually the last day of the offering period).

The total number of shares of common stock reserved for issuance under the terms of the ESPP is 5,500,000. The ESPP imposes certain limitations upon a participant’s rights to acquire shares of common stock, e.g. of shares that may be purchased by any participant in any calendar year. On the date the participant's stock purchase right is exercised a taxable benefit arises. Unless earlier terminated the ESPP shall terminate on the tenth anniversary of the ESPP's restatement effective date 27 May, 2010.

E.4 Interests material to the offer


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E.5 Lock-up agreements Not applicable. This prospectus has been made in accordance with the short-form disclosure regime for offers to employees which is permitted by ESMA pursuant to ESMA's Questions and Answers - Prospectuses, Question no. 71.

E.6 Dilution Based upon the approximately 3,600 employees who are eligible to participate in the ESPP and assuming the same share price and percentage of employee participation that existed at the offering period commencing on 1 July, 2014 and ending on 31 December, 2014, the total number of shares purchased on behalf of participants of the ESPP for the two offering periods covered by this prospectus would be 256,722.

For shareholders who currently hold 1% of the total outstanding share capital of Nasdaq as of 31 March, 2015, i.e., 1,715,273 shares, and who are not employees participating in the offer, based on the above assumptions, a dilution corresponding to 0.9985% would arise on the basis of 256,772 shares.

E.7 Expenses charged to the investor

Not applicable. Nasdaq does not charge the participants any expenses.

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3. Risk Factors The risks and uncertainties described below are not the only ones facing Nasdaq. Additional risks and uncertainties not presently known to Nasdaq or that Nasdaq currently believes to be immaterial may also adversely affect Nasdaq's business. If any of the following risks actually occur, Nasdaq's business, financial condition, or operating results could be adversely affected.

Risks Relating to Nasdaq's Business

Nasdaq's industry is highly competitive

Nasdaq faces intense competition from other exchanges and markets for market share of trading activity and listings. In addition, Nasdaq's data products, index licensing, corporate solutions and market technology businesses face significant competition from other market participants. This competition includes both product and price competition and has continued to increase as a result of the creation of new execution and listing venues in the U.S. and Europe. Increased competition may result in a decline in Nasdaq's share of trading activity, listings and demand for the products Nasdaq offers; thereby adversely affecting Nasdaq's operating results.

The liberalization and globalization of world markets has resulted in greater mobility of capital, greater international participation in local markets and more competition. As a result, both in the U.S. and in other countries, the competition among exchanges and other execution venues has become more intense. In the last several years, many marketplaces in both Europe and the U.S. have demutualized to provide greater flexibility for future growth. The securities industry also has experienced consolidation, creating a more intense competitive environment. Regulatory changes, such as MiFID, also have facilitated the entry of new participants in the EU that compete with Nasdaq's European markets. The regulatory environment, both in the U.S. and in Europe, is structured to maintain this environment of intense competition. In addition, a high proportion of business in the securities markets is becoming concentrated in a smaller number of institutions and Nasdaq's revenue may therefore become concentrated in a smaller number of customers.

Nasdaq also competes globally with other regulated exchanges and markets, ATSs, MTFs and other traditional and non-traditional execution venues. Some of these competitors also are Nasdaq's customers. Nasdaq's exchange competitors include ICE, LSE, Deutsche Börse and a number of other exchanges in the U.S. and around the world. These exchanges offer a range of services comparable to those offered by Nasdaq's exchanges and generally compete with Nasdaq in providing trade executions, trade reporting, data products, listings, regulation, index, and technology services. Public ATSs in the U.S. and MTFs in Europe are broker-dealer operated systems that offer trade execution services, typically at very low cost. Other competing execution venues include broker-dealer owned systems such as dark-pools and internalization engines that may or may not be registered as ATSs or MTFs. Like ATSs and MTFs, these venues also compete with Nasdaq by offering low cost executions and differ from public ATSs and MTFs in the degree of transparency they offer and in restrictions on who may access these systems.

Competitors may develop market trading platforms that are more competitive than Nasdaq's. Competitors may enter into strategic partnerships, mergers or acquisitions that could make their trading, listings, clearing or data businesses more competitive than Nasdaq's. In November 2013, ICE completed its acquisition of NYSE Euronext, and in 2014, ICE spun off Euronext via an IPO. In early 2014, BATS merged with Direct Edge, creating a holding

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company with four equity platforms that currently execute roughly the same amount of volume as Nasdaq's three U.S. equity platforms. During 2014, both combined companies focused on their integration activities, which have the potential to affect the competitive environment Nasdaq face in both the U.S. and Europe. If Nasdaq is unable to compete successfully in this environment, Nasdaq's business, financial condition and operating results will be adversely affected.

Price competition has affected and could continue to affect Nasdaq's business

Nasdaq faces intense price competition in all areas of its business. In particular, the trading industry is characterized by intense price competition. Nasdaq has in the past lowered prices, and in the U.S., increased rebates for trade executions to attempt to gain or maintain market share. These strategies have not always been successful and have at times hurt operating performance. Additionally, Nasdaq has also been, and may once again be, required to adjust pricing to respond to actions by competitors, which could adversely impact operating results. Nasdaq is also subject to potential price competition from new competitors and from new and existing regulated markets and MTFs. Nasdaq also competes 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. In the future, Nasdaq's competitors may offer rebates for quotes and trades on their systems. In addition, Nasdaq's listing, index licensing and technology solutions pricing is subject to competitive pressures. If Nasdaq is unable to compete successfully in respect to the pricing of Nasdaq's services and products, Nasdaq's business, financial condition and operating results may be adversely affected.

Economic conditions and market factors, which are beyond Nasdaq's control, may

adversely affect Nasdaq's business and financial condition

Nasdaq's business performance is impacted by a number of factors including general economic conditions in both the U.S. and Europe, market volatility, and other factors that are generally beyond Nasdaq's control. To the extent that global or national economic conditions weaken, Nasdaq's business is likely to be negatively impacted. Adverse market conditions could reduce customer demand for Nasdaq's services and the ability of Nasdaq's customers, lenders and other counterparties to meet their obligations to Nasdaq. Poor economic conditions may result in a decline in trading volume, deterioration of the economic welfare of Nasdaq's listed companies and a reduction in the demand for Nasdaq's products, including Nasdaq's data products, indexes, corporate solutions and market technology. Trading volume is driven primarily by general market conditions and declines in trading volume may affect Nasdaq's market share and impact Nasdaq's pricing. In addition, Nasdaq's Market Services businesses receive revenues from a relatively small amount of customers concentrated in the financial industry, so any event that impacts one or more customers or the financial industry in general could impact Nasdaq's revenues.

The number of listings on Nasdaq's markets is primarily influenced by factors such as investor demand, the global economy, available sources of financing, and tax and regulatory policies. Adverse conditions may jeopardize the ability of Nasdaq's listed companies to comply with the continued listing requirements of Nasdaq's exchanges.

Data products revenues also may be significantly affected by global economic conditions. Professional subscriptions to Nasdaq's data products are at risk if staff reductions occur in financial services companies, which could result in significant reductions in Nasdaq's professional user revenue. In addition, adverse market conditions may cause reductions in the number of non-professional investors with investments in the market.

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A reduction in trading volumes, market share of trading, the number of Nasdaq's listed companies, or demand for data products or technology products due to economic conditions or other market factors could adversely affect Nasdaq's business, financial condition and operating results.

A decline in trading and clearing volume and market share will decrease Nasdaq's

trading and clearing revenues

Trading and clearing volumes are directly affected by economic, political and market conditions, broad trends in business and finance, unforeseen market closures or other disruptions in trading, the level and volatility of interest rates, inflation, changes in price levels of securities and the overall level of investor confidence. In recent years, trading and clearing volumes across Nasdaq's markets have fluctuated significantly depending on market conditions and other factors beyond Nasdaq's control. Current initiatives being considered by regulators and governments, such as restrictions on algorithmic (high-frequency) trading, could have a material adverse effect on overall trading and clearing volumes. Because a significant percentage of Nasdaq's revenues are tied directly to the volume of securities traded and cleared on Nasdaq's markets, it is likely that a general decline in trading and clearing volumes would lower revenues and may adversely affect Nasdaq's operating results if Nasdaq is unable to offset falling volumes through Nasdaq's pricing changes. Declines in trading and clearing volumes may also impact Nasdaq's market share or pricing structures and adversely affect Nasdaq's business and financial condition.

If Nasdaq's total market share in securities continues to decrease relative to Nasdaq's competitors, Nasdaq's venues may be viewed as less attractive sources of liquidity. If growth in overall trading volume of these securities does not offset continued declines in Nasdaq's market share, or if Nasdaq's exchanges are perceived to be less liquid, then Nasdaq's business, financial condition and operating results could be adversely affected.

Since some of Nasdaq's exchanges offer clearing services in addition to trading services, a decline in market share of trading could lead to a decline in clearing revenues. Declines in market share also could result in issuers viewing the value of a listing on Nasdaq's exchanges as less attractive, thereby adversely affecting Nasdaq's listing business. Finally, declines in market share of Nasdaq-listed securities could lower Nasdaq’s share of tape pool revenues under the consolidated data plans, thereby reducing the revenues of Nasdaq's data products business.

System limitations or failures could harm Nasdaq's business

Nasdaq's businesses depend on the integrity and performance of the technology, computer and communications systems supporting them. If Nasdaq's systems cannot expand to cope with increased demand or otherwise fail to perform, Nasdaq could experience unanticipated disruptions in service, slower response times and delays in the introduction of new products and services. These consequences could result in trading outages, lower trading volumes, financial losses, decreased customer service and satisfaction and regulatory sanctions. Nasdaq's markets have experienced systems failures and delays in the past and could experience future systems failures and delays.

Although Nasdaq currently maintains and expects to maintain multiple computer facilities that are designed to provide redundancy and back-up to reduce the risk of system disruptions and have facilities in place that are expected to maintain service during a system disruption, such systems and facilities may prove inadequate. If trading volumes increase unexpectedly or other unanticipated events occur, Nasdaq may need to expand and upgrade Nasdaq's

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technology, transaction processing systems and network infrastructure. Nasdaq does not know whether Nasdaq will be able to accurately project the rate, timing or cost of any increases, or expand and upgrade Nasdaq's systems and infrastructure to accommodate any increases in a timely manner.

While Nasdaq has programs in place to identify and minimize Nasdaq's exposure to vulnerabilities and works in collaboration with the technology industry to share corrective measures with Nasdaq's business partners, Nasdaq cannot guarantee that such events will not occur in the future. Any system issue that causes an interruption in services, decreases the responsiveness of Nasdaq's services or otherwise affects Nasdaq's services could impair Nasdaq's reputation, damage Nasdaq's brand name and negatively impact Nasdaq's business, financial condition and operating results.

Nasdaq's role in the global marketplace may place Nasdaq at greater risk for a cyber

attack or other security incidents

Nasdaq's systems and operations are vulnerable to damage or interruption from security breaches, hacking, data theft, denial of service attacks, human error, natural disasters, power loss, fire, sabotage, terrorism, computer viruses, intentional acts of vandalism and similar events. Given Nasdaq's position in the global securities industry, Nasdaq may be more likely than other companies to be a direct target, or an indirect casualty, of such events. In February 2011, Nasdaq announced that, through Nasdaq's normal security monitoring systems, Nasdaq detected suspicious files on Nasdaq's U.S. servers. Following this incident, Nasdaq implemented a number of new technical controls and other initiatives to enhance Nasdaq's information security.

While Nasdaq continues to employ resources to monitor Nasdaq's systems and protect its infrastructure, these measures may prove insufficient depending upon the attack or threat posed. Any system issue, whether as a result of an intentional breach or a natural disaster, could damage Nasdaq's reputation and cause Nasdaq to lose customers, experience lower trading volume, incur significant liabilities or otherwise have a negative impact on Nasdaq's business, financial condition and operating results. Nasdaq also could incur significant expense in addressing any of these problems and in addressing related data security and privacy concerns.

The success of Nasdaq's business depends on Nasdaq's ability to keep up with rapid

technological and other competitive changes affecting Nasdaq's industry. Specifically,

Nasdaq must complete development of, successfully implement and maintain

electronic trading platforms that have the functionality, performance, capacity,

reliability and speed required by Nasdaq's business and Nasdaq's regulators, as well

as by Nasdaq's customers

The markets in which Nasdaq competes are characterized by rapidly changing technology, evolving industry and regulatory standards, frequent enhancements to existing products and services, the adoption of new services and products and changing customer demands. Nasdaq may not be able to keep up with rapid technological and other competitive changes affecting Nasdaq's industry. For example, Nasdaq must continue to enhance Nasdaq's electronic trading platforms to remain competitive as well as to address Nasdaq's regulatory responsibilities, and Nasdaq's business will be negatively affected if its electronic trading platforms fail to function as expected. If Nasdaq is unable to develop its electronic trading platforms to include other products and markets, or if Nasdaq's electronic trading platforms do not have the required functionality, performance, capacity, reliability and speed required by Nasdaq's business and Nasdaq's regulators, as well as by Nasdaq's customers, Nasdaq may

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not be able to compete successfully. Further, Nasdaq's failure to anticipate or respond adequately to changes in technology and customer preferences, especially in Nasdaq's market technology solution business, or any significant delays in product development efforts, could have a material adverse effect on Nasdaq's business, financial condition and operating results.

Nasdaq may experience losses and liabilities as a result of systems issues that arose

during the Facebook, Inc. IPO

In connection with the IPO by Facebook on May 18, 2012, systems issues were experienced at the opening of trading of Facebook shares. Certain of Nasdaq's members may have been disadvantaged by such systems issues, which have subsequently been remedied. Nasdaq has announced a program for voluntary accommodations to qualifying members, which was approved by the SEC in March 2013, and Nasdaq paid all valid claims submitted through the program in December 2013. As a result of the systems issues, Nasdaq has been sued by retail investors and trading firms in certain putative class actions, many of which have been consolidated into a single action, as well as in five other lawsuits by individual investors. The plaintiffs have asserted claims for negligence, gross negligence, fraud, and violations of Section 20(a) of the Act and Rule 10b-5, promulgated under the Act. In addition, a member organization filed a demand for arbitration seeking indemnification for alleged losses associated with the Facebook IPO. Nasdaq believes that these lawsuits and arbitration demand are without merit and intends to defend them vigorously.

In addition, as previously disclosed, the SEC completed an investigation into the Facebook matter. Pursuant to Nasdaq's offer of settlement, which the SEC accepted, Nasdaq's subsidiaries, The NASDAQ Stock Market LLC and NASDAQ Execution Services LLC, agreed to implement several measures aimed at preventing future violations of the Act and the rules and regulations promulgated thereunder. Nasdaq fully implemented and provided the SEC with a certification of Nasdaq's compliance with these undertakings by December 31, 2013 as agreed. In addition, The NASDAQ Stock Market LLC paid a USD 10 million penalty to the United States Treasury.

While Nasdaq is unable to predict the outcome of the pending litigation or arbitration, an unfavorable outcome in one or more of these matters could have a material adverse effect on Nasdaq. Pending the resolution of these matters, Nasdaq expects to incur significant additional expenses in defending the arbitration and lawsuits.

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Technology issues relating to Nasdaq's role as exclusive processor for Nasdaq-listed

stocks could affect Nasdaq's business

On August 22, 2013, Nasdaq experienced an outage in the exclusive processor system Nasdaq maintains and operates on behalf of all exchanges that trade Nasdaq 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 proposed upgrades designed to make those systems more robust and resilient, and through a series of decisions in 2013 and 2014, the measures related to the Nasdaq-listed stock processor have been approved by the UTP Operating Committee. As a result, the resiliency of the processor system has been significantly improved. If, despite these improvement measures, future outages occur or the processor systems fail to function properly while Nasdaq is operating the systems, it could have an adverse effect on Nasdaq's business, reputation, financial condition or operating results.

Nasdaq may not be able to successfully integrate acquired businesses, which may result

in an inability to realize the anticipated benefits of Nasdaq's acquisitions

In May 2013, Nasdaq acquired the TR Corporate businesses, and in June 2014, Nasdaq acquired eSpeed. In 2014, Nasdaq also acquired the remaining 28% ownership interest in BWise, and in early 2015, Nasdaq acquired DWA. Nasdaq must rationalize, coordinate and integrate the operations of these and other acquired businesses. This process involves complex technological, operational and personnel-related challenges, which are time-consuming and expensive and may disrupt Nasdaq's business. The difficulties, costs and delays that could be encountered may include:

• difficulties, costs or complications in combining the companies’ operations, including technology platforms, which could lead to Nasdaq not achieving the synergies Nasdaq anticipates;

• 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;

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

• 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 Nasdaq operated previously;

• difficulties in operating businesses Nasdaq has not operated before;

• difficulty of integrating multiple acquired businesses simultaneously;

• the retention of key employees and management;

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• the implementation of disclosure controls, internal controls and financial reporting systems at non-U.S. subsidiaries to enable Nasdaq to comply with U.S. generally accepted accounting principles, or U.S. GAAP, and U.S. securities laws and regulations, including the Sarbanes Oxley Act of 2002, required as a result of Nasdaq's 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.

For these reasons, Nasdaq may not achieve the anticipated financial and strategic benefits from Nasdaq's acquisitions and initiatives. Any actual cost savings and synergies may be lower than Nasdaq expects and may take a longer time to achieve than Nasdaq anticipate, and Nasdaq may fail to realize the anticipated benefits of acquisitions.

Nasdaq faces risks when launching new products, initiatives and platforms

Nasdaq intends to launch new products and initiatives and continue to explore and pursue opportunities to strengthen Nasdaq's business and grow the Nasdaq company. For example, in 2013, Nasdaq launched Nasdaq NLX, and in 2014, Nasdaq launched NPM. Nasdaq may spend substantial time and money developing new products and initiatives. If these products and initiatives are not successful, Nasdaq may not be able to offset their costs, which could have an adverse effect on Nasdaq's business, financial condition and operating results.

In Nasdaq technology operations, Nasdaq has invested substantial amounts in the development of system platforms and in the rollout of Nasdaq platforms. Although investments are carefully planned, there can be no assurance that the demand for such platforms will justify the related investments and that the future levels of transactions executed on these platforms will be sufficient to generate an acceptable return on such investments. If Nasdaq fails to generate adequate revenue from planned system platforms, or if Nasdaq fails to do so within the envisioned timeframe, it could have an adverse effect on Nasdaq's results of operations and financial condition.

Nasdaq will need to invest in Nasdaq's operations to maintain and grow Nasdaq's

business and to integrate acquisitions, and Nasdaq may need additional funds, which

may not be readily available

Nasdaq depends on the availability of adequate capital to maintain and develop Nasdaq's business. Although Nasdaq believes that Nasdaq can meet Nasdaq's current capital requirements from internally generated funds, cash on hand and available borrowings under Nasdaq's revolving credit facility, if the capital and credit markets experience volatility, access to capital or credit may not be available on terms acceptable to Nasdaq or at all. Limited access to capital or credit in the future could have an impact on Nasdaq's ability to refinance debt, maintain its credit rating, meet Nasdaq's regulatory capital requirements, engage in

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strategic initiatives, make acquisitions or strategic investments in other companies or react to changing economic and business conditions. If Nasdaq is unable to fund its capital or credit requirements, it could have an adverse effect on Nasdaq's business, financial condition and operating results.

In addition to Nasdaq's debt obligations, Nasdaq will need to continue to invest in Nasdaq's operations for the foreseeable future to integrate acquired businesses and to fund new initiatives. If Nasdaq does not achieve the expected operating results, Nasdaq will need to reallocate Nasdaq's cash resources. This may include borrowing additional funds to service debt payments, which may impair Nasdaq's ability to make investments in Nasdaq's business or to integrate acquired businesses.

Should Nasdaq need to raise funds through issuing additional equity, Nasdaq's equity holders will suffer dilution. Should Nasdaq need to raise funds through incurring additional debt, Nasdaq may become subject to covenants even more restrictive than those contained in Nasdaq's revolving credit facility, the indentures governing Nasdaq's notes and Nasdaq's other debt instruments. Furthermore, if adverse economic conditions occur, Nasdaq could experience decreased revenues from Nasdaq's operations which could affect Nasdaq's ability to satisfy financial and other restrictive covenants to which Nasdaq is subject under Nasdaq's existing indebtedness.

Nasdaq operates in a highly regulated industry and may be subject to censures, fines

and enforcement proceedings if Nasdaq fails to comply with regulatory obligations

Nasdaq operates in a highly regulated industry and is subject to extensive regulation in the U.S. and Europe. The securities trading industry is subject to significant regulatory oversight and could be subject to increased governmental and public scrutiny in the future in response to global conditions and events. In the U.S., Nasdaq's markets and broker-dealer subsidiaries are regulated by the SEC, FINRA or CFTC and, in the Nordics, Baltics and U.K., Nasdaq's markets are subject to local and/or European Union regulation. As a result, Nasdaq's regulated markets are subject to audits, investigations, administrative proceedings and enforcement actions relating to compliance with applicable rules and regulations. Regulators have broad powers to impose fines, penalties or censure, issue cease-and-desist orders, prohibit operations, revoke licenses or registrations and impose other sanctions on Nasdaq's exchanges, broker-dealers and markets for violations of applicable requirements.

In 2013, the SEC completed an investigation into the Facebook matter and accepted Nasdaq's offer of settlement which included a monetary penalty and an agreement to implement certain measures aimed at preventing future violations of the Act and the rules and regulations promulgated thereunder (please see sub-section “Disputes and Legal Proceedings”). In the future, Nasdaq could be subject to SEC or other regulatory investigations or enforcement proceedings that could result in substantial sanctions, including revocation of Nasdaq's operating licenses. Any such investigations or proceedings, whether successful or unsuccessful, could result in substantial costs, the diversion of resources, including management time, and potential harm to Nasdaq's reputation, which could have a material adverse effect on Nasdaq's business, results of operations or financial condition. In addition, Nasdaq's exchanges could be required to modify or restructure their regulatory functions in response to any changes in the regulatory environment, or they may be required to rely on third parties to perform regulatory and oversight functions, each of which may require Nasdaq to incur substantial expenses and may harm Nasdaq's reputation if Nasdaq's regulatory services are deemed inadequate.

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The regulatory framework under which Nasdaq operates and new regulatory

requirements or new interpretations of existing regulatory requirements could require

substantial time and resources for compliance, which could make it difficult and costly

for Nasdaq to operate its business

Under current U.S. federal securities laws, changes in the rules and operations of Nasdaq's U.S. markets, including their pricing structure, must be reviewed and in many cases explicitly approved by the SEC. The SEC may approve, disapprove, or recommend changes to proposals that Nasdaq submits. In addition, the SEC may delay either the approval process or the initiation of the public comment process. Any delay in approving changes, or the altering of any proposed change, could have an adverse effect on Nasdaq's business, financial condition and operating results. Nasdaq must compete not only with ATSs that are not subject to the same SEC approval process but also with other exchanges that may have lower regulation and surveillance costs than Nasdaq. There is a risk that trading will shift to exchanges that charge lower fees because, among other reasons, they spend significantly less on regulation.

In addition, Nasdaq's registered broker-dealer subsidiaries are subject to regulation by the SEC, FINRA and other self-regulatory organizations. These subsidiaries are subject to regulatory requirements intended to ensure their general financial soundness and liquidity, which require that they comply with certain minimum capital requirements. 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 under certain circumstances. Additionally, the Uniform Net Capital Rule and FINRA rules impose certain requirements that may have the effect of prohibiting a broker-dealer from distributing or withdrawing capital and requiring prior notice to the SEC and FINRA for certain withdrawals of capital. Any failure to comply with these broker-dealer regulations could have a material adverse effect on the operation of Nasdaq's business, financial condition and operating results.

Nasdaq's non-U.S. business is subject to regulatory oversight in all the countries in which Nasdaq operates regulated businesses, such as exchanges or central securities depositories. The countries in which Nasdaq currently operates or shares ownership in regulated businesses include Sweden, Finland, Denmark, Iceland, Estonia, Lithuania, Latvia, Norway, Armenia, the Netherlands and the United Kingdom. In all the aforementioned countries, Nasdaq has received authorization from the relevant authorities to conduct Nasdaq's regulated business activities. The authorities may revoke this authorization if Nasdaq does not suitably carry out Nasdaq's regulated business activities. The authorities are also entitled to request that Nasdaq adopt measures in order to ensure that Nasdaq continue to fulfill the authorities’ requirements.

Furthermore, certain of Nasdaq's customers operate in a highly regulated industry. Regulatory authorities could impose regulatory changes that could impact the ability of Nasdaq's customers to use Nasdaq's exchanges. The loss of a significant number of customers or a reduction in trading activity on any of Nasdaq's exchanges as a result of such changes could have a material adverse effect on Nasdaq's business, financial condition and operating results.

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Regulatory changes and changes in market structure could have a material adverse

effect on Nasdaq's business

Regulatory changes adopted by the SEC or other regulators of Nasdaq's markets, and regulatory changes that Nasdaq's markets may adopt in fulfillment of their regulatory obligations, could materially affect Nasdaq's business operations. In recent years, there has been increased regulatory and governmental focus on issues affecting the securities markets, including market structure and technological oversight. The SEC, FINRA and the national securities exchanges have introduced several initiatives to ensure the oversight, integrity and resilience of markets.

In November 2014, the SEC adopted Regulation Systems Compliance and Integrity, or Regulation SCI, a set of rules designed to strengthen the technology infrastructure of the U.S. securities markets. Regulation SCI applies to national securities exchanges, operators of certain ATS's, market data information providers and clearing agencies, subjecting these entities to extensive new compliance obligations, with the goals of reducing the occurrence of technical issues that disrupt the securities markets and improving recovery time when disruptions occur. Also, in 2012, the SEC required national securities exchanges and FINRA to establish a market-wide consolidated audit trail (CAT) to improve regulators’ ability to monitor trading activity. Nasdaq is currently working with FINRA and the other national securities exchanges in developing a plan to create a consolidated audit trail.

The European Parliament continues its review of MiFID II that could affect Nasdaq's operations in Europe. In addition, actions on any of the specific regulatory issues currently under review in the U.S. and Europe such as SRO status, short selling, co-location, algorithmic (high-frequency) trading, market halts, the data products business, derivatives clearing, market transparency, taxes on stock transactions, restrictions on proprietary trading by certain of Nasdaq's customers and other related proposals could have a material impact on Nasdaq's business. In the U.S., the CFTC and SEC also will continue to take actions to fully implement the Dodd-Frank Act, a comprehensive banking and financial services reform package

While Nasdaq supports 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 Nasdaq's U.S. exchanges and processor systems and have other impacts on Nasdaq's business.

Regulatory changes or future court rulings may have an adverse impact on Nasdaq's

revenue from proprietary data products

Regulatory and legal developments could reduce the amount of revenue that Nasdaq earns from Nasdaq's proprietary data products. In the U.S., Nasdaq generally is required to file with the SEC to establish or modify the fees that Nasdaq charges for Nasdaq's data products. In recent years, certain industry groups have objected to the ability of exchanges to charge for certain market data products. Nasdaq has defeated two challenges in federal appeals court but an additional challenge is currently pending at the SEC. If the results of that challenge are detrimental to Nasdaq's U.S. exchanges' ability to charge for data products, there could be a negative impact on Nasdaq's revenues. Nasdaq cannot predict whether, or in what form, any regulatory changes will be implemented, or their potential impact on Nasdaq's 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 Nasdaq's data products revenues.

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Nasdaq's European exchanges currently offer data products to customers on a non-discriminatory and reasonable commercial basis. It is expected that the future MiFID II directive 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 adversely. In addition, future actions by the European Commission or European court decisions could affect Nasdaq's ability to offer data products in the same manner that Nasdaq does today thereby causing an adverse effect on Nasdaq's data products revenues.

Stagnation or decline in the initial public offering market could have an adverse effect

on Nasdaq's revenues

The market for initial public offerings is dependent on the prosperity of companies and the availability of risk capital. Stagnation or decline in the initial public offering market will impact the number of new listings on The NASDAQ Stock Market and the Nasdaq Nordic and Nasdaq Baltic exchanges, and thus Nasdaq's related revenues. Nasdaq recognizes 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 initial public offerings could cause a decrease in deferred revenues for future years. Furthermore, as initial public offerings are typically actively traded following their offering date, a prolonged decrease in the number of initial public offerings could negatively impact the growth of Nasdaq's transactions revenues.

Any reduction in Nasdaq's credit rating could increase the cost of Nasdaq's funding

from the capital markets

Nasdaq's long-term debt is currently rated investment grade by two of the major rating agencies. These rating agencies regularly evaluate Nasdaq and their ratings of Nasdaq's long-term debt are based on a number of factors, including Nasdaq's financial strength as well as factors not entirely within Nasdaq's control, including conditions affecting the financial services industry generally. There can be no assurance that Nasdaq will maintain its current ratings. Nasdaq's failure to maintain those ratings could adversely affect the cost and other terms upon which Nasdaq is able to obtain funding and increase Nasdaq's cost of capital. A reduction in credit ratings would also result in increases in the cost of Nasdaq's outstanding debt as the interest rate on the outstanding amounts under Nasdaq's revolving credit facility and Nasdaq's 5.25% senior notes due 2018, and Nasdaq's 3.875% senior notes due 2021, and Nasdaq's 4.25% senior notes due 2024 fluctuates based on Nasdaq's credit ratings.

Damage to Nasdaq's reputation or brand name could have a material adverse effect on

Nasdaq's businesses

One of Nasdaq's competitive strengths is Nasdaq's strong reputation and brand name. Various issues may give rise to reputational risk, including issues relating to:

• Nasdaq's ability to maintain the security of its data and systems;

• the quality and reliability of Nasdaq's technology platforms and systems;

• the ability to fulfill Nasdaq's regulatory obligations;

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

• the representation of Nasdaq's business in the media;

• the accuracy of Nasdaq's financial statements and other financial and statistical information;

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• the accuracy of Nasdaq's financial guidance or other information provided to Nasdaq's investors;

• the quality of Nasdaq's corporate governance structure;

• the quality of Nasdaq's products, including the reliability of Nasdaq's transaction-based business, the accuracy of the quote and trade information provided by Nasdaq's data products business and the accuracy of calculations used by Nasdaq's Global Index Group for indexes and unit investment trusts;

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

• extreme price volatility on Nasdaq's markets;

• any negative publicity surrounding Nasdaq's listed companies; and

• any misconduct or fraudulent activity or theft by Nasdaq's employees or other persons formerly or currently associated with Nasdaq.

Damage to Nasdaq's reputation could cause some issuers not to list their securities on Nasdaq's exchanges, as well as reduce the trading volume on Nasdaq's exchanges or cause Nasdaq to lose customers in Nasdaq's data products, index, corporate solutions or market technology businesses. This, in turn, may have a material adverse effect on Nasdaq's business, financial condition and operating results.

Nasdaq may incur goodwill, intangible asset or other long-lived asset impairment

charges in the future

Nasdaq's business acquisitions typically result in the recording of goodwill and intangible assets, and the recorded values of those assets may become impaired in the future. As of December 31, 2014, goodwill totaled approximately USD 5.5 billion and intangible assets, net of accumulated amortization, totaled approximately USD 2.1 billion. The determination of the value of such goodwill and intangible assets requires management to make estimates and assumptions that affect Nasdaq's consolidated financial statements.

Nasdaq assesses goodwill and intangible assets as well as other long-lived assets, including equity method investments, property and equipment and other assets for impairment by applying a fair value based test by analyzing historical performance, capital requirements and projected cash flows on an annual basis or more frequently if indicators of impairment arise. Considerable management judgment is necessary to evaluate the impact of operating and macroeconomic changes and to estimate cash flows. Although there are inherent uncertainties in this assessment process, the estimates and assumptions Nasdaq uses are consistent with Nasdaq's internal planning. There was no impairment of goodwill for the years ended December 31, 2014, 2013 and 2012. However, disruptions to Nasdaq's business, such as economic weakness and unexpected significant declines in operating results, may result in an impairment charge related to Nasdaq's goodwill, intangible assets or other long-lived assets in the future. A significant impairment charge in the future could have a material adverse effect on Nasdaq's operating results.

Nasdaq may experience fluctuations in Nasdaq's operating results, which may

adversely affect the market price of Nasdaq's common stock

The financial services industry is risky and unpredictable and is directly affected by many national and international factors beyond Nasdaq's control, including:

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• 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;

• other legislative and regulatory changes;

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

• inflation.

Any one of these factors could have a material adverse effect on Nasdaq's business, financial condition and operating results by causing a substantial decline in the financial services markets and reducing trading volumes. In particular, Nasdaq's U.S. business operations are heavily concentrated on the East Coast, and its European business operations are heavily concentrated in Stockholm. Any event that affects either of those geographic areas could potentially affect Nasdaq's ability to operate its businesses.

Additionally, since borrowings under Nasdaq's revolving credit facility bear interest at variable rates, any increase in interest rates on debt that Nasdaq has not fixed using interest rate hedges will increase Nasdaq's interest expense and reduce Nasdaq's cash flow. Other than variable rate debt, Nasdaq believes its business has relatively large fixed costs and low variable costs, which magnifies the impact of revenue fluctuations on Nasdaq's operating results. As a result, a decline in Nasdaq's revenue may lead to a relatively larger impact on operating results. A substantial portion of Nasdaq's operating expenses will be related to personnel costs, regulation and corporate overhead, none of which can be adjusted quickly and some of which cannot be adjusted at all. Nasdaq's operating expense levels will be based on Nasdaq's expectations for future revenue. If actual revenue is below management’s expectations, or if Nasdaq's expenses increase before revenues do, both revenues less transaction-based expenses fees and operating results would be materially and adversely affected. Because of these factors, it is possible that Nasdaq's operating results or other operating metrics may fail to meet the expectations of stock market analysts and investors. If this happens, the market price of Nasdaq's common stock may be adversely affected.

Nasdaq is exposed to credit risk from third parties, including customers,

counterparties and clearing agents

Nasdaq is exposed to credit risk from third parties, including customers, counterparties and clearing agents. These parties may default on their obligations to Nasdaq due to bankruptcy, lack of liquidity, operational failure or other reasons.

Nasdaq clears or stands as riskless principal to a range of equity-related and fixed-income-related derivative products, commodities and resale and repurchase agreements. Nasdaq assumes the counterparty risk for all transactions that are cleared through Nasdaq's markets and guarantees that Nasdaq's cleared contracts will be honored. Nasdaq enforces minimum financial and operational criteria for membership eligibility, requires members and investors to provide collateral, and maintains established risk policies and procedures to ensure that the counterparty risks are properly monitored and pro-actively managed; however, none of these measures provides absolute assurance against experiencing financial losses from defaults by

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Nasdaq's counterparties on their obligations. No guarantee can be given that the collateral provided will at all times be sufficient. Although Nasdaq maintains clearing capital resources to serve as an additional layer of protection to help ensure that Nasdaq is able to meet its obligations, these resources may not be sufficient.

In addition, one of Nasdaq's broker-dealer subsidiaries, Execution Access, has a clearing arrangement with Cantor Fitzgerald & Co., or Cantor Fitzgerald. As of December 31, 2014, Nasdaq has contributed USD 19 million of clearing deposits to Cantor Fitzgerald in connection with this clearing arrangement. Some of the trading activity in Execution Access is cleared by Cantor Fitzgerald through the Fixed Income Clearing Corporation, or FICC, and the balance is cleared non-FICC. Execution Access assumes the counterparty risk of clients that do not clear through FICC. Counterparty risk of clients exists for Execution Access between the trade date and settlement date of the individual transactions, which is one business day. All of Execution Access’ obligations under the clearing arrangement with Cantor Fitzgerald are guaranteed by Nasdaq. Some of the non-FICC counterparties are required to post collateral, provide principal letters, or provide other forms of credit enhancement to Execution Access for the purpose of mitigating counterparty risk. Although Nasdaq believes that the potential for Nasdaq to be required to make payments under these arrangements is mitigated through the pledged collateral and Nasdaq's risk management policies, no guarantee can be provided that these arrangements will at all times be sufficient.

Nasdaq also has credit risk related to transaction and subscription-based revenues that are billed to customers on a monthly or quarterly basis, in arrears.

Credit losses such as those described above could adversely affect Nasdaq's consolidated financial position and results of operations.

Nasdaq's leverage limits Nasdaq's financial flexibility, increases Nasdaq's exposure to

weakening economic conditions and may adversely affect Nasdaq's ability to obtain

additional financing

Nasdaq's indebtedness as of December 31, 2014 was approximately USD 2.3 billion. Nasdaq also may borrow up to an additional USD 627 million under a part of Nasdaq's revolving credit facility.

Nasdaq's leverage could:

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

• increase Nasdaq's exposure to a continued downturn in general economic conditions;

• place Nasdaq at a competitive disadvantage compared with Nasdaq's competitors with less debt; and

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

In addition, Nasdaq must comply with the covenants in Nasdaq's revolving credit facility. Among other things, these covenants restrict Nasdaq's ability to grant liens, incur additional indebtedness, pay dividends and conduct transactions with affiliates. Failure to meet any of the covenant terms of Nasdaq's credit facilities could result in an event of default. If an event of default occurs, and Nasdaq is unable to receive a waiver of default, Nasdaq's lenders may

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increase Nasdaq's borrowing costs, restrict Nasdaq's ability to obtain additional borrowings and accelerate all amounts outstanding. Nasdaq's revolving credit facility allows Nasdaq to pay cash dividends on Nasdaq's common stock as long as certain leverage ratios are maintained.

Nasdaq is subject to litigation risk and other liabilities

Many aspects of Nasdaq's business potentially involve substantial liability risks. Although under current law Nasdaq is immune from private suits arising from conduct within Nasdaq's regulatory authority and from acts and forbearances incident to the exercise of Nasdaq's regulatory authority, this immunity only covers certain of Nasdaq's activities in the U.S., and Nasdaq could be exposed to liability under national and local laws, court decisions and rules and regulations promulgated by regulatory agencies.

Some of Nasdaq's other liability risks arise under the laws and regulations relating to the tax, intellectual property, anti-money laundering, technology export, foreign asset controls and foreign corrupt practices areas. Liability could also result from disputes over the terms of a trade, claims that a system failure or delay cost a customer money, claims Nasdaq entered into an unauthorized transaction or claims that Nasdaq provided materially false or misleading statements in connection with a securities transaction. As Nasdaq intends to defend any such litigation actively, significant legal expenses could be incurred. Although Nasdaq carries insurance that may limit Nasdaq's risk of damages in some cases, Nasdaq still may sustain uncovered losses or losses in excess of available insurance that would affect Nasdaq's financial condition and results of operations.

Nasdaq has self-regulatory obligations and also operates for-profit businesses, and

these two roles may create conflicts of interest

Nasdaq has obligations to regulate and monitor activities on Nasdaq's markets and ensure compliance with applicable law and the rules of Nasdaq's markets by market participants and listed companies. In the U.S., some have expressed concern about potential conflicts of interest of “for-profit” markets performing the regulatory functions of a self-regulatory organization. Although Nasdaq's U.S. cash equity and options exchanges outsource a substantial portion of their market regulation functions to FINRA, Nasdaq does perform regulatory functions and bear regulatory responsibility related to Nasdaq's listed companies and Nasdaq's markets. Any failure by Nasdaq to diligently and fairly regulate Nasdaq's markets or to otherwise fulfill Nasdaq's regulatory obligations could significantly harm Nasdaq's reputation, prompt SEC scrutiny and adversely affect Nasdaq's business and reputation.

Nasdaq's Nordic and Baltic exchanges also monitor trading and compliance with listing standards. They monitor the listing of cash equities and other financial instruments. The prime objective of such monitoring activities is to promote confidence in the exchanges among the general public and to ensure fair and orderly functioning markets. The monitoring functions within the Nasdaq Nordic and Nasdaq Baltic exchanges are the responsibility of the surveillance departments or other surveillance personnel. The surveillance departments or personnel are intended to strengthen the integrity of and confidence in these exchanges and to avoid conflicts of interest. Any failure to diligently and fairly regulate the Nordic and Baltic exchanges could significantly harm Nasdaq's reputation, prompt scrutiny from regulators and adversely affect Nasdaq's business and reputation.

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Failure to protect Nasdaq's intellectual property rights, or allegations that Nasdaq has

infringed on the intellectual property rights of others, could harm Nasdaq's brand-

building efforts and ability to compete effectively

To protect Nasdaq's intellectual property rights, Nasdaq relies on a combination of trademark laws, copyright laws, patent laws, trade secret protection, confidentiality agreements and other contractual arrangements with Nasdaq's affiliates, clients, strategic partners and others. The protective steps that Nasdaq takes may be inadequate to deter misappropriation of Nasdaq's proprietary information. Nasdaq may be unable to detect the unauthorized use of, or take appropriate steps to enforce, Nasdaq's intellectual property rights.

Nasdaq has registered, or applied to register, Nasdaq's trademarks in the U.S. and in over 50 foreign jurisdictions and has pending U.S. and foreign applications for other trademarks. Nasdaq also maintains copyright protection on Nasdaq's branded materials and pursues patent protection for software products, inventions and other processes developed by Nasdaq. Nasdaq also holds a number of patents, patent applications and licenses in the U.S. and other foreign jurisdictions. Effective trademark, copyright, patent and trade secret protection may not be available in every country in which Nasdaq offers its services. Failure to protect Nasdaq's intellectual property adequately could harm Nasdaq's brand and affect Nasdaq's ability to compete effectively. Further, defending Nasdaq's intellectual property rights could result in the expenditure of significant financial and managerial resources.

Third parties may assert intellectual property rights claims against Nasdaq, which may be costly to defend, could require the payment of damages and could limit Nasdaq's ability to use certain technologies, trademarks or other intellectual property. Any intellectual property claims, with or without merit, could be expensive to litigate or settle and could divert management resources and attention. Successful challenges against Nasdaq could require Nasdaq to modify or discontinue Nasdaq's use of technology or business processes where such use is found to infringe or violate the rights of others, or require Nasdaq to purchase licenses from third parties, any of which could adversely affect Nasdaq's business, financial condition and operating results.

Nasdaq relies on third parties to perform certain functions, and Nasdaq's business

could be adversely affected if these third parties fail to perform as expected

Nasdaq relies on third parties for regulatory, data center and other services. For example, Nasdaq has a contractual arrangement with FINRA pursuant to which FINRA performs certain regulatory functions on Nasdaq's behalf. Nasdaq also is highly reliant on third-party data centers provided by Verizon. To the extent that FINRA, Verizon or any other vendor or third-party service provider experiences difficulties, materially changes their business relationship with Nasdaq or is unable for any reason to perform their obligations, Nasdaq's business or Nasdaq's reputation may be materially adversely affected.

Nasdaq also relies on members of Nasdaq's trading community to maintain markets and add liquidity. To the extent that any of Nasdaq's largest members experiences difficulties, materially changes its business relationship with Nasdaq or is unable for any reason to perform market making activities, Nasdaq's business or Nasdaq's reputation may be materially adversely affected.

Nasdaq is a holding company that depends on cash flow from Nasdaq's subsidiaries to

meet its obligations, and any restrictions on Nasdaq's subsidiaries’ ability to pay

dividends or make other payments to Nasdaq may have a material adverse effect on

Nasdaq's results of operations and financial condition

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As a holding company, Nasdaq requires dividends and other payments from Nasdaq's subsidiaries to meet cash requirements. Minimum capital requirements mandated by regulatory authorities having jurisdiction over some of Nasdaq's regulated subsidiaries indirectly restrict the amount of dividends paid upstream. If Nasdaq's subsidiaries are unable to pay dividends and make other payments to Nasdaq when needed, Nasdaq may be unable to satisfy Nasdaq's obligations, which would have a material adverse effect on Nasdaq's business, financial condition and operating results.

Future acquisitions, investments, partnerships and joint ventures may require

significant resources and/or result in significant unanticipated losses, costs or

liabilities

Over the past several years, acquisitions have been significant factors in Nasdaq's growth. Although Nasdaq cannot predict Nasdaq's rate of growth as the result of acquisitions with complete accuracy, Nasdaq believes that additional acquisitions and investments or entering into partnerships and joint ventures will be important to Nasdaq's growth strategy. Many of the other potential purchasers of assets in Nasdaq's industry have greater financial resources than Nasdaq has. Therefore, Nasdaq cannot be sure that Nasdaq will be able to complete future acquisitions on terms favorable to Nasdaq.

Nasdaq may finance future acquisitions by issuing additional equity and/or debt. The issuance of additional equity in connection with any such transaction could be substantially dilutive to existing shareholders. The issuance of additional debt could increase Nasdaq's leverage substantially. In addition, announcement or implementation of future transactions by Nasdaq or others could have a material effect on the price of Nasdaq's common stock. Nasdaq could face financial risks associated with incurring additional debt, particularly if the debt results in significant incremental leverage. Additional debt may reduce Nasdaq's liquidity, curtail Nasdaq's access to financing markets, impact Nasdaq's standing with credit agencies and increase the cash flow required for debt service. Any incremental debt incurred to finance an acquisition could also place significant constraints on the operation of Nasdaq's business.

Furthermore, any future acquisitions of businesses or facilities could entail a number of additional risks, including:

• problems with effective integration of operations;

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

• increased operating costs;

• the diversion of Nasdaq's management team from its other operations;

• problems with regulatory bodies;

• exposure to unanticipated liabilities;

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

• changes in Nasdaq's credit rating and financing costs.

Changes in tax laws, regulations or policies could have a material adverse effect on

Nasdaq's financial results

Like other corporations, Nasdaq is subject to taxes at the federal, state and local levels, as well as in non-U.S. jurisdictions. Changes in tax laws, regulations or policies could result in Nasdaq having to pay higher taxes, which would in turn reduce Nasdaq's net income.

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In addition, some of Nasdaq's subsidiaries are subject to tax in the jurisdictions in which they are organized or operate. In computing Nasdaq's tax obligation in these jurisdictions, Nasdaq takes various tax positions on matters that are not entirely free from doubt. Nasdaq cannot assure you that upon review of these positions the applicable authorities will agree with Nasdaq's positions. A successful challenge by a tax authority could result in additional tax imposed on Nasdaq's subsidiaries.

Nasdaq's non-U.S. business operates in various international markets, particularly

emerging markets, which are subject to greater political, economic and social

uncertainties than developed countries

The operations of Nasdaq's non-U.S. business are subject to the risk inherent in international operations, including but not limited to, risks with respect to operating in Iceland, the Baltics, Armenia, the Middle East, Africa and Asia. Some of these economies may be subject to greater political, economic and social uncertainties than countries with more developed institutional structures. Political, economic or social events or developments in one or more of these countries could adversely affect Nasdaq's operations and financial results.

Because Nasdaq has operations in several countries, Nasdaq is exposed to currency

risk

Nasdaq has operations in the U.S., the Nordic and Baltic countries, the U.K., Australia and many other foreign countries. Nasdaq therefore has significant exposure to exchange rate movements between the Swedish Krona, Norwegian Krone, Euro, British Pound, Australian Dollar and other foreign currencies towards the U.S. dollar. Significant inflation or disproportionate changes in foreign exchange rates with respect to one or more of these currencies could occur as a result of general economic conditions, acts of war or terrorism, changes in governmental monetary or tax policy or changes in local interest rates. These exchange rate differences will affect the translation of Nasdaq's non-U.S. results of operations and financial condition into U.S. dollars as part of the preparation of Nasdaq's consolidated financial statements.

If Nasdaq's risk management methods are not effective, Nasdaq's business, reputation

and financial results may be adversely affected

Nasdaq has methods to identify, monitor and manage its risks, including oversight of risk management by Nasdaq’s Global Risk Steering Committee, which is comprised of employees of Nasdaq. However, these methods may not be fully effective. Some of Nasdaq's risk management methods may depend upon evaluation of information regarding markets, customers or other matters. That information may not in all cases be accurate, complete, up-to-date or properly evaluated. If Nasdaq's methods are not effective or Nasdaq is not successful in monitoring or evaluating the risks to which Nasdaq is or may be exposed, Nasdaq's business, reputation, financial condition and operating results could be materially adversely affected.

Charges to earnings resulting from acquisition, restructuring and integration costs may

materially adversely affect the market value of Nasdaq's common stock

In accordance with U.S. GAAP, Nasdaq is accounting for the completion of Nasdaq's acquisitions using the purchase method of accounting. Nasdaq is allocating the total estimated purchase prices to net tangible assets, amortizable intangible assets and indefinite-lived intangibles, and based on their fair values as of the date of completion of the acquisitions, recording the excess of the purchase price over those fair values as goodwill.

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Nasdaq's financial results, including earnings per share, or EPS, could be adversely affected by a number of financial adjustments required by U.S. GAAP including the following:

• Nasdaq 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;

• Nasdaq may have additional depreciation expense as a result of recording purchased 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, Nasdaq may be required to incur material charges relating to the impairment of those assets; and

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

Risks Relating to an Investment in Nasdaq's Common Stock

Decisions to declare future dividends on Nasdaq's common stock will be at the

discretion of Nasdaq's board of directors based upon a review of relevant

considerations. Accordingly, there can be no guarantee that Nasdaq will pay future

dividends to Nasdaq's stockholders

In 2013 and 2014, Nasdaq's board of directors declared quarterly cash dividend payments on Nasdaq's outstanding common stock. Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to approval by Nasdaq’s board of directors. The board’s determination to declare dividends will depend upon Nasdaq's profitability and financial condition, contractual restrictions, restrictions imposed by applicable law and other factors that the board deems relevant. Based on an evaluation of these factors, the board of directors may determine not to declare future dividends at all or to declare future dividends at a reduced amount. Accordingly, there can be no guarantee that Nasdaq will pay future dividends to Nasdaq's stockholders.

The market price of Nasdaq's common stock could be negatively affected by sales of

substantial amounts of Nasdaq's common stock in the public markets

Sales of a substantial number of shares of Nasdaq's common stock in the public markets, or the perception that these sales might occur, could cause the market price of Nasdaq's common stock to decline or could impair Nasdaq's ability to raise capital through a future sale of, or pay for acquisitions using, Nasdaq's equity securities. As of December 31, 2014, there were 168,795,263 shares of Nasdaq's common stock outstanding. All of Nasdaq's common stock is freely transferable, except shares held by Nasdaq's “affiliates,” as defined in Rule 144 under the Securities Act.

The number of freely transferable shares of Nasdaq's common stock will increase upon any exercise of outstanding options pursuant to Nasdaq's Equity Incentive Plan, or Equity Plan. There were 3,316,782 options exercisable as of December 31, 2014 at a weighted average exercise price of USD 27,56.

Provisions of Nasdaq's certificate of incorporation, by-laws, exchange rules (including

provisions included to address SEC concerns) and governing law could delay or

prevent a change in control of Nasdaq and entrench current management

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Nasdaq's organizational documents place restrictions on the voting rights of certain stockholders. The holders of Nasdaq's common stock are entitled to one vote per share on all matters to be voted upon by the stockholders except that no person may exercise voting rights in respect of any shares in excess of 5% of the then outstanding shares of Nasdaq's common stock. Any change to the 5% voting limitation would require SEC approval.

In response to the SEC’s concern about a concentration of Nasdaq's ownership, the rules of Nasdaq's U.S. exchanges include a rule prohibiting any member or any person associated with a member of the exchange from beneficially owning more than 20% of Nasdaq's outstanding voting interests. SEC consent would be required before any investor could obtain more than a 20% voting interest in Nasdaq. The rules of Nasdaq's U.S. exchanges also require the SEC’s approval of any business ventures with one of Nasdaq's members, subject to exceptions.

Nasdaq's organizational documents contain provisions that may be deemed to have an anti-takeover effect and may delay, deter or prevent a change of control of Nasdaq, such as a tender offer or takeover proposal that might result in a premium over the market price for Nasdaq's common stock. Additionally, certain of these provisions make it more difficult to bring about a change in the composition of Nasdaq's Board of Directors, which could result in entrenchment of current management.

Nasdaq's certificate of incorporation and by-laws:

• 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 Nasdaq's Board of Directors without stockholder approval.

Section 203 of the Delaware General Corporation Law imposes restrictions on mergers and other business combinations between Nasdaq and any holder of 15% or more (or, in some cases, a holder who previously held 15% or more) of Nasdaq's common stock. In general, Delaware law prohibits a publicly held corporation from engaging in a “business combination” with an “interested stockholder” for three years after the stockholder becomes an interested stockholder, unless the corporation’s board of directors and stockholders approve the business combination in a prescribed manner.

Finally, many of the European countries where Nasdaq operates regulated entities require prior governmental approval before an investor acquires 10% or greater of Nasdaq's common stock.

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4. Description of The Nasdaq Employee Stock Purchase Plan

General Information

Nasdaq has decided to offer its eligible employees (please see subsection "Who is eligible to participate in the ESPP?"), including the employees of its Swedish operations, the possibility to acquire, at a discounted price, common shares of Nasdaq under the ESPP.

The ESPP is set forth in full in Section 11. This Section 4 is only to be seen as a summary of the ESPP. In the event of a conflict between this summary and the terms of the ESPP, the terms of the ESPP shall prevail.

Motives

The purpose of the ESPP is to provide employees of Nasdaq and its participating affiliates with an opportunity to invest in shares of Nasdaq’s common stock through periodic offerings financed by payroll deductions. Nasdaq believes that maintaining a competitive employee stock purchase plan is an important element in recruiting, motivating and retaining Nasdaq's employees. The ESPP is designed to more closely align the interests of Nasdaq’s employees with those of Nasdaq's stockholders by encouraging employees to invest in Nasdaq’s common stock, and to help Nasdaq's employees share in Nasdaq's success through the appreciation in value of purchased stock.

The Plan is designed to provide Nasdaq’s eligible employees and employees of Nasdaq’s participating subsidiaries and affiliates (including non-U.S. affiliates) with the opportunity to purchase shares of Nasdaq’s common stock on periodic purchase dates through accumulated payroll deductions.

The ESPP was initially established in 2000, for a ten (10) year term ending in December of 2010. 2,000,000 shares were originally reserved for issuance under the terms of the ESPP. In March 2010, Nasdaq's management compensation committee and board of directors approved the amendment and restatement of the ESPP subject to stockholder approval. On 27 May 2010, the annual general meeting of stockholders approved the amended and restated ESPP, for an additional ten (10) year term, and approved the reservation of an additional 3,500,000 shares for issuance under the terms of the ESPP. Since 27 May, 2010, in order to clarify certain definitions, the ESPP has been amended twice, 10 June, 2010 and 11 November, 2011.

Administration

The ESPP is administered by the management compensation committee (the "committee"). The duties of the committee are further described in the ESPP. The committee may, consistent with the terms of the ESPP and its charter, delegate some of its duties and responsibilities to others.

How many shares are available for purchase under the ESPP?

The total number of shares of common stock reserved for issuance under the terms of the ESPP is 5,500,000. In addition to the original 2,000,000 shares reserved for issuance, this includes 3,500,000 in additional authorized shares as approved by Nasdaq's shareholders on 27 May, 2010. As of 31 March, 2015, an aggregate of 2,694,347 shares of common stock have been issued to employees under the ESPP, and 2,805,653 shares of common stock

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remained available for future issuance. The shares of common stock issuable under the ESPP may be made available from Nasdaq’s treasury, from authorized but unissued shares of common stock or from shares of common stock that Nasdaq repurchases, including shares of common stock repurchased on the open market. Any issuance of authorised but unissued shares shall be approved by the board of directors or the committee. Out of the authorized capital stock of 300,000,000 common shares, 171,527,299 shares of common stock were issued and 168,927,790 shares of common stock were outstanding as of 31 March, 2015, with 2,599,509 shares of common stock held in treasury. Nasdaq estimates that, with a remaining reserve of approximately 2,805,653 shares, Nasdaq will have a sufficient number of shares of common stock to cover purchases under the ESPP for approximately seven (7) to ten (10) years.

In the event that the board or the committee determines that any dividend or other distribution (whether in the form of cash, shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares or other securities of Nasdaq, issuance of warrants or other rights to purchase shares or other securities of Nasdaq, or other similar corporate transaction or event that affects the shares such that an adjustment is determined to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the ESPP, then the board or committee shall, in such manner as it deems appropriate, make such equitable adjustments in the ESPP and the then outstanding offerings as it deems necessary and appropriate. Adjustments may include, without limitation, changing the number of shares reserved for purchase under the ESPP.

Who is eligible to participate in the ESPP?

Only employees of Nasdaq (including employees who are directors) and employees of Nasdaq's participating affiliates are eligible to participate in the ESPP. For non U.S. participating affiliates, the committee, or its delegate, will determine the particular eligibility requirements for participation in an offering. Such eligibility requirements may reflect local law or conditions. The Swedish employees are eligible to participate under this prospectus.

How does the ESPP operate?

Offering Period

Shares of common stock are offered under the ESPP through a series of offerings of such duration as determined by the committee. These are known as “offering periods”. Historically, the committee has approved offering periods of approximately six (6) months, but may permit shorter or longer offering periods. In no event, however, may an offering period exceed 12 months.

Each offering consists of (i) an enrollment period, during which eligible employees can elect to participate with respect to an offering period by accumulating funds for the purchase of shares through payroll deductions during the immediately following offering period, (ii) the offering period during which such funds are accumulated, and (iii) a purchase date, which is usually the last day of the offering period, as of which the ESPP administrator will acquire shares of Nasdaq common stock with the funds accumulated by each participant during the offering period.

Eligible employees will be informed by Nasdaq when enrollment periods and offering periods have been determined. Eligible employees may become participants with respect to an offering period by filing with Nasdaq a form of enrollment, which will be separately provided by

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Nasdaq within the designated enrollment period by such means (which may include electronic transmission) as may be specified by the management compensation committee. An eligible employee who does not deliver a properly completed enrollment form to Nasdaq (or participating affiliate) within the enrollment period designated by the committee with respect to an offering period shall not participate in the Plan for that offering period.

When an eligible employee elects to participate in an offering, he or she is electing to accumulate funds through payroll deduction during the offering period which will be used to acquire shares of common stock on the purchase date as of the close of the offering period. Except as may be permitted by the committee, all contributions must be made by means of payroll deductions. On the purchase date, all payroll deductions (and any other permitted contributions) collected from the participant are automatically applied to the purchase of common stock, subject to certain limitations. All payroll deductions are taken on an after-tax basis.

As described under the subheading “Purchase Price” below, a major benefit of the ESPP is that participants are able to purchase shares at a discount from the then-current market price.

A participant with respect to an offering period may, by written notice at any time during the offering period, direct Nasdaq (or its participating affiliate) to reduce or increase payroll deductions, subject to a maximum of one change per offering period. The committee may prescribe rules regarding the time and manner for providing such notice.

Amounts contributed by means of payroll deductions during an offering period are accounted for through a bookkeeping account established by Nasdaq (or participating affiliate). This is a recordkeeping account only, and is not credited with interest. A participant may elect to withdraw all of his or her account prior to the end of the offering period to which it relates. Such withdrawal will terminate the participant’s participation with respect to that offering period, although he or she can elect to enroll and participate again with respect to a future offering period, provided he or she remains an eligible employee. The committee may require that a notice of withdrawal be on file with Nasdaq’s designated office for a reasonable period prior to the purchase date with respect to the offering period. Following receipt of a timely notice of withdrawal, the participant’s accumulated account which has not been applied to the purchase of shares shall be refunded to the participant as soon as administratively feasible in accordance with Nasdaq’s administrative procedures.

The committee may at any time suspend an offering period with respect to employees of Nasdaq or one or more participating affiliates if required by law or if the committee determines in good faith that it is in the best interests of Nasdaq.

Purchase Price

The purchase price of the shares of common stock purchased on behalf of each participant on each purchase date is the lower of 85% of (i) the fair market value per share on the start date of the offering period in which the participant is enrolled or (ii) the fair market value on the applicable purchase date of the offering period (usually the last day of the offering period).

The fair market value per share on any particular date under the ESPP is the closing price per share on such date reported on The NASDAQ Stock Market. As of 30 April, 2015, the fair market value of Nasdaq’s common stock determined on such basis was USD 48.63 per share.

With respect to participants employed by a non-U.S. participating affiliate of Nasdaq, in circumstances where payroll deductions have been taken from a participant’s base salary or

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base pay in a currency other than USD, shares will be purchased by converting the participant’s account to USD at the exchange rate in effect at the end of the fifth (5th) business day preceding the purchase date, as published by Bloomberg.com if available or otherwise as determined with respect to a particular jurisdiction by the committee or its delegate for this purpose, and such dollar amount shall be used to purchase shares as of the purchase date. It is intended that the committee, or its delegate for such purpose with respect to a particular jurisdiction, will communicate the exchange rate to be used to each affected participant in advance of the purchase date so that he or she may decide whether to purchase the shares or to withdraw his or her account prior to the end of the offering period.

Payroll Deductions and Stock Purchases

By enrolling in the ESPP with respect to an offering period, each participant authorizes periodic after-tax payroll deductions of a percentage of his or her base salary or base pay each payroll period during the offering period. Payroll deductions will be accumulated and applied to the acquisition of shares of common stock on the purchase date for that offering period at the purchase price in effect for that purchase date. Payroll deductions may be made in 1% increments of base salary or base pay, subject to a minimum of 1% and a maximum of 10% of base salary or base pay each payroll period. Contributions other than by means of payroll deduction are generally not permitted. In no event may contributions exceed 10% of the participant’s base salary or base pay for the offering period.

As of the purchase date, the record-keeping account of each participant (consisting of payroll deductions made during the offering period which have not been withdrawn) shall be totaled. If such account contains sufficient funds to purchase one or more shares as of that date, the employee shall be deemed to have purchased shares at the price determined as set out under the subheading "Purchase Price"; such participant’s account will be charged, on that date, for the amount of the purchase, and for all purposes under the ESPP the participant shall be deemed to have acquired the shares on that date. Fractional shares shall be issued, as necessary. The registrar for Nasdaq will make an entry on its books and records evidencing that such shares have been duly issued as of that date; provided, however, that a participant may, in the alternative, elect in writing prior thereto to receive a stock certificate representing the amount of such full shares acquired, in which case any fractional shares credited to the participant shall be settled by a cash payment. Such cash payment shall be equal to the amount paid by the participant for the purchase of such fraction. The amount, if any, of each participant’s account remaining after the purchase of shares on the purchase date of an offering shall be refunded in full to the participant after such purchase date.

As soon as practicable after the purchase date, the ESPP administrator shall prepare and deliver a report to each participant of such participant’s Plan account setting forth the total payroll deductions or other contributions accumulated prior to the purchase date, the number of shares purchased, the purchase price for such shares, the date of purchase and the cash balance, if any, remaining immediately after such purchase that is to be refunded. The report required may be delivered in such form and by such means, including by electronic transmission, as Nasdaq may determine.

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Other Limitations

The ESPP imposes certain limitations upon a participant’s rights to acquire shares of common stock, including the following:

• Purchase rights granted to a participant may not permit such individual to purchase more than USD 25,000 worth of shares of common stock (valued in USD as of the first day of each offering period) for each calendar year.

• Purchase rights may not be granted to any individual if such individual would, immediately after the grant, own or hold outstanding options or other rights to purchase stock possessing five percent (5%) or more of the total combined voting power or value of all classes of the stock of Nasdaq or any of Nasdaq's affiliates.

• The maximum number of shares that may be purchased by any participant in any calendar year is 4,000 shares.

Termination of Employment

Purchase rights granted pursuant to any offering under the ESPP terminate immediately upon cessation of employment for any reason, including death, and Nasdaq will refund all accumulated payroll deductions which have not been applied to the purchase of shares to the terminated employee or his or her beneficiary, as applicable, without interest.

Stockholder Rights

No participant has any stockholder rights with respect to the shares of common stock covered by a purchase right until the shares of common stock are actually purchased on the participant’s behalf whereupon the shares that are purchased under the ESPP will carry the same rights as other shares of common stock of Nasdaq. Other than as described above, no adjustment will be made for dividends, distributions or other rights for which the record date is prior to the date of such purchase.

Share Pro Ration

Should the total number of shares of common stock to be purchased pursuant to outstanding purchase rights on any particular date exceed either (i) the maximum number of shares of common stock purchasable in total by all participants on any one purchase date as in effect with respect to an offering period, or (ii) the number of shares of common stock then available for purchase under the ESPP, then the committee will make a pro rata allocation of the available shares of common stock in as nearly a uniform manner as shall be practicable and as it shall deem equitable. In the event that any shares reserved for any offering period are not purchased, such un-purchased shares may again be made available for purchase under the ESPP.

Legislation

The validity, construction, and effect of the ESPP and any rules and regulations relating to the ESPP shall be determined in accordance with the laws of the State of Delaware without giving effect to the conflict of law principles thereof.

The committee may adopt rules or procedures relating to the operation and administration of the ESPP to accommodate the specific requirements of local laws and procedures.

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Restrictions on the free transferability of the securities

Neither payroll deductions or contributions credited to a participant’s account nor any rights with regard to the purchase of shares under the Plan may be assigned, transferred, pledged, or otherwise disposed of in any way (other than by will, laws of descent and distribution, or beneficiary designation) by a participant. Any such attempt at assignment, transfer, pledge, or other disposition shall be without effect, except that Nasdaq may treat such act as an election to withdraw funds from an offering period.

Change in control

Notwithstanding anything in the ESPP to the contrary, in the event of a change in control of Nasdaq, if the committee determines that the operation or administration of the ESPP could prevent participants from obtaining the benefits intended by the ESPP, the Plan may be terminated in any manner deemed by the committee to provide equitable treatment to participants.

Amendments and termination

Nasdaq’s board may alter, suspend or terminate the ESPP at any time. However, the board must seek stockholder approval of any ESPP amendment to the extent necessary to satisfy applicable laws or listing requirements. Subject to the foregoing, the committee may, from time to time, amend the ESPP to cure any ambiguity or correct or supplement any provision of the Plan which may be defective or inconsistent with another provision of the Plan, or to make other necessary or desirable changes that the committee deems to be not material.

Unless earlier terminated in accordance with applicable provisions, the ESPP shall terminate on the tenth anniversary of the ESPP's restatement effective date, 27 May, 2010. Notwithstanding the foregoing, the ESPP shall terminate if earlier, coincident with the completion of any offering under which the limitation on the total number of shares has been reached.

Taxation and withholding

By participating in the ESPP, each participant authorizes the relevant participating affiliate to make appropriate withholding deductions from the participant’s compensation, which shall be in addition to any payroll deductions, and to pay such amounts to the tax authorities in the relevant country or countries in order to satisfy any of the above tax liabilities of the participant under applicable law.

Upon disposition of shares purchased pursuant to the ESPP, the participant shall pay, or make provision satisfactory to the committee for payment of, all tax (and similar) withholding that the committee determines, in its discretion, are required due to the acquisition or disposition, including without limitation any such withholding that the Committee determines in its discretion is necessary to allow Nasdaq and its affiliates to claim tax deductions or other benefits in connection with the acquisition or disposition.

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Enrollment into the plan

The participant will not be subject to any taxation at the date of enrollment in the ESPP or during the period in which the payroll deduction is made and the agreed amount accumulates. If the participant decides to withdraw from the ESPP the amounts deducted will be paid out without any tax consequences.

On the time of acquisition

On the date the participant's stock purchase right is exercised and the acquired shares become available to the participant a taxable benefit arises. The taxable benefit and the income tax value is the difference between the fair market value of the shares on the date the shares become available and the price the participant has paid for the shares. The benefit will be taxed as an employee income with local- and state- income tax from 30% up to 62% depending on your place of residence and level of income. The employer will pay social security contributions on the benefit.

Nasdaq will be obliged to withhold preliminary income tax on the benefit in the same month as the benefit arises.

Sale of shares

The acquisition value is the price the participant has paid plus the taxable benefit. When the participant divests the shares any gain or loss will be treated as a capital gain. The capital income tax is 30% in Sweden. Deductions are allowed for interest payments and capital losses. If the participant has a capital loss, 30% of the loss up to SEK 100,000 and 21% of the loss exceeding this amount is credited against state- and local income tax.

Dividends

The participant will be subject to capital income tax on any dividend paid by the Nasdaq on any shares the participant has acquired in the Plan. The participant will also be subject to U.S. income tax withholding at source with 15% of any dividend paid by the Nasdaq. The participant should be entitled to a deduction of the withholding tax paid in the U.S. from the Swedish tax on the dividend.

Regarding Nasdaq's dividend policy, please see Section 9.

Application of funds and estimate of total cost of the Plan

The proceeds received by Nasdaq from the sale of shares pursuant to purchases under the ESPP will be used for general corporate purposes.

Total annual cost is estimated to be approximately USD 3,564,481 (this amount is based on the 2014 expense, upon total Nasdaq employees and an estimated percentage that Nasdaq expects will participate in the ESPP).

Dilution

The shares under the ESPP are offered pursuant to this prospectus to approximately 3,600 employees of Nasdaq (the dilution calculation has been based upon all Nasdaq employees). Employees who elect to participate in the ESPP may contribute 1% to 10% of their eligible pay towards the purchase of shares; provided, no participant may purchase shares under the ESPP with a value in excess of USD 25,000 per calendar year (determined based upon the value of a share of stock on the first business day of the applicable offering period).

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For the offering period commencing on 1 July, 2014 and ending on 31 December, 2014, approximately 3,600 employees were eligible to participate in the offering and 99,348 shares were purchased on behalf of participants of the ESPP. Based upon the 3,600 employees who are eligible to participate and assuming the same share price and percentage of employee participation for the number of shares purchased in the two offering periods covered by this prospectus, the total number of shares purchased under this prospectus would be 256,722.

Based on the above assumptions, the holdings of a shareholder of Nasdaq currently holding 1% of the total outstanding share capital of Nasdaq as of 31 March, 2015, i.e., 1,715,273 shares, and who is not an employee participating in the offer, would hypothetically be diluted as indicated in the following table:

Percentage of the Total

Outstanding Shares Total Outstanding

Shares

Before the offering at (31 March, 2015) 1.0000% 171,527,299 After hypothetical issuance of 256,722 shares under the ESPP 0.9985% 171,784,021

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5. Information about The NASDAQ OMX Group, Inc.

Business description

Nasdaq is a leading provider of trading, clearing, exchange technology, regulatory, securities listing, information and public company services across six continents. Nasdaq’s global offerings are diverse and include trading and clearing across multiple asset classes, access services, data products, financial indexes, capital formation solutions, corporate solutions and market technology products and services. Nasdaq’s technology powers markets across the globe, supporting equity derivatives trading, clearing and settlement, cash equity trading, fixed income trading and many other functions.

Nasdaq manages, operates and provides Nasdaq's products and services in four business segments: Market Services, Listing Services, Information Services and Technology Solutions.

Market Services

Nasdaq's Market Services segment includes Nasdaq's equity derivative trading and clearing, cash equity trading, fixed income, currency and commodities trading and clearing, and access and broker services businesses. Nasdaq operates multiple exchanges and other marketplace facilities across several asset classes, including derivatives, commodities, cash equity, debt, structured products and ETFs. In addition, in some countries where Nasdaq operates exchanges, Nasdaq also provides broker services, clearing, settlement and central depository services. Nasdaq's transaction-based platforms provides 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.

In the U.S., Nasdaq operates three options exchanges, as well as three cash equity exchanges. The NASDAQ Stock Market, the largest of Nasdaq's cash equities exchanges, is the largest single pool of liquidity for trading U.S.-listed cash equities. Nasdaq also operates a leading electronic platform for trading of U.S. Treasuries.

In Europe, Nasdaq operates exchanges in Stockholm (Sweden), Copenhagen (Denmark), Helsinki (Finland), and Iceland, as well as the clearing operations of Nasdaq Clearing AB, as Nasdaq Nordic. Nasdaq also operates exchanges in Tallinn (Estonia), Riga (Latvia) and Vilnius (Lithuania) as Nasdaq Baltic. Collectively, Nasdaq Nordic and Nasdaq Baltic offer trading in cash equities and depository receipts, warrants, convertibles, rights, fund units and ETFs, as well as trading and clearing of derivatives and clearing of resale and repurchase agreements. Through Nasdaq First North, Nasdaq's Nordic and Baltic operations also offer alternative marketplaces for smaller companies. Nasdaq also operates Nasdaq Armenia.

In addition, Nasdaq Commodities operates a power derivatives exchange regulated in Norway and a European carbon exchange. In the U.K., Nasdaq operates Nasdaq NLX, a London-based multilateral trading venue that offers a range of both short-term interest rate and long-term interest rate euro-and sterling-based listed derivative products.

Listing Services

Nasdaq's Listing Services segment includes Nasdaq's U.S. and European Listing Services businesses. Nasdaq operates a variety of listing platforms around the world to provide multiple global capital raising solutions for private and public companies. Nasdaq's main

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listing markets are The NASDAQ Stock Market and the Nasdaq Nordic and Nasdaq Baltic exchanges. In March 2014, Nasdaq launched NPM a marketplace for private growth companies.

As of December 31, 2014, The NASDAQ Stock Market was home to 2,782 listed companies with a combined market capitalization of approximately USD 7.9 trillion, and in Europe, the Nasdaq Nordic and Nasdaq Baltic exchanges, together with Nasdaq First North, were home to 792 listed companies with a combined market capitalization of approximately USD 1.2 trillion.

Information Services

Nasdaq's Information Services segment includes Data Products, Index Licensing and Services businesses.

Nasdaq's Data Products business sells and distributes historical and real-time quote and trade information to market participants and data distributors. Nasdaq's data products enhance transparency of the market activity within the exchanges that Nasdaq operates and provide critical information to financial professional and individual investors globally.

Nasdaq's Index Licensing and Services business develops and licenses Nasdaq branded indexes, associated derivatives, and financial products and also provides custom calculation services for third-party clients. Nasdaq currently calculates and distributes over 39,000 indexes. Nasdaq had over USD 99 billion of assets under management in exchange traded products tracking Nasdaq indexes as of December 31, 2014.

Technology Solutions

Nasdaq's Technology Solutions segment includes Nasdaq's Corporate Solutions and Market Technology businesses.

Nasdaq's Corporate Solutions business serves corporate clients, including companies listed on Nasdaq's exchanges. Nasdaq helps organizations manage the two-way flow of information with their key constituents, including their board members and investors, and with clients and the public through Nasdaq's suite of advanced technology, analytics, and consultative services. In 2013, Nasdaq acquired the TR Corporate businesses which were integrated into Nasdaq's Corporate Solutions business. Nasdaq's Corporate Solutions business primarily offers products to serve the following key areas: investor relations, public relations, multimedia solutions, and governance. Nasdaq currently has approximately 10,000 Corporate Solutions clients.

Nasdaq's Market Technology business is a leading global technology solutions provider and partner to exchanges, clearing organizations, central securities depositories, regulators, banks, brokers and corporate businesses. Nasdaq's Market Technology business is the sales channel for Nasdaq's complete global offering to other marketplaces.

Market Technology provides 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. Nasdaq's marketplace solutions can handle a wide array of assets including cash equities, equity derivatives, currencies, various interest-bearing securities, commodities, energy products and derivatives, and are currently powering more than 70 marketplaces in 50 countries. Market Technology also provides market surveillance services to broker-dealer firms worldwide, as well as enterprise governance, risk management and compliance software solutions.

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Business Environment

Nasdaq serves listed companies, market participants and investors by providing derivative, commodities, cash equity, and fixed income markets, thereby facilitating economic growth and corporate entrepreneurship. Nasdaq provides market technology to exchanges, clearing organizations and central securities depositories around the world. Nasdaq also offers companies and other organizations access to innovative products and software solutions and services that increase transparency, mitigate risk, improve board efficiency and facilitate better corporate governance. In broad terms, Nasdaq's business performance is impacted by a number of drivers including macroeconomic events affecting the risk and return of financial assets, investor sentiment, government and private sector demands for capital, the regulatory environment for capital markets, and changing technology, particularly in the financial services industry. Nasdaq's future revenues and net income will continue to be influenced by a number of domestic and international economic trends including:

• Trading volumes in equity derivative, cash equity, and FICC, which are driven primarily by overall macroeconomic conditions;

• The number of companies seeking equity financing, which is affected by factors such as investor demand, the global economy, availability of diverse sources of financing as well as tax and regulatory policies;

• The demand for information about, or access to, Nasdaq's markets, which is dependent on the products Nasdaq trades, Nasdaq's importance as a liquidity center, and the quality and pricing of Nasdaq's data and access services;

• The demand by companies and other organizations for the products sold by Nasdaq's Corporate Solutions business, which is largely driven by the overall state of the economy and the attractiveness of Nasdaq's offerings;

• The demand for licensed exchange traded products and other financial products based on Nasdaq's indices as well as changes to the underlying assets associated with existing licensed financial products;

• The challenges created by the automation of market data consumption, including competition and the quickly evolving nature of the data business;

• The outlook of Nasdaq's technology customers for capital market activity;

• Continuing pressure in transaction fee pricing due to intense competition in the U.S. and Europe;

• Competition for listings and trading related to pricing, product features and service offerings;

• Regulatory changes relating to market structure or affecting certain types of instruments, transactions, pricing structures or capital market participants; and

• Technological advances and members’ demand for speed, efficiency, and reliability.

Currently Nasdaq's business drivers are defined by investors’ and companies’ cautiously optimistic outlook about the pace of global economic recovery. Several major European indices joined most major U.S. market indices in reaching record levels in early 2015. As the global economy adjusts to further monetary stimulus in Europe and Asia, Nasdaq continues to experience modest annual growth in many of Nasdaq's non-transactional businesses. Since a number of significant structural and political issues continue to confront the global economy,

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instability could return at any time, resulting in an increased level of market volatility, oscillating trading volumes, and a return of market uncertainty. Furthermore, many of the largest customers of Nasdaq's transactional businesses continue to adapt their business models as they address the implementation of regulatory changes initiated following the global financial crisis. In 2014, the U.S. and European cash equity trading businesses experienced a modest increase in volume despite continued low volatility. For the U.S., this was the first yearly increase in volume since 2009. Market volatility remained low in the first quarter of 2015 and the U.S. cash equity trading businesses experienced a slight decrease in volume while the European cash equity trading business experienced an increase in volume. A similar pattern characterized Nasdaq's equity derivative trading and clearing business which experienced a decrease in industry trading volumes in the U.S. while overall industry trading volumes in Europe increased. Positive momentum in the IPO market carried over from 2014, although at a slower pace quarter-over-quarter. Additional impacts on Nasdaq's business drivers included the international enactment and implementation of new legislative and regulatory initiatives, the adapting business models of Nasdaq's largest transactional business customers as they address regulatory changes, the evolution of market participants’ trading behavior, and the continued rapid progression and deployment of new technology in the financial services industry. The business environment that influenced Nasdaq's financial performance for 2014 may be characterized as follows:

• A stronger pace of new equity issuance in the U.S. in 2014 with 189 IPOs on The NASDAQ Stock Market, up from 126 in 2013. IPO activity improved in the Nordics with 47 IPOs in 2014 compared to 14 IPOs in 2013 on the Nasdaq Nordic and Nasdaq Baltic exchanges;

• Average daily matched equity options volume for Nasdaq's three U.S. options exchanges decreased slightly in 2014 compared to 2013, while overall average daily U.S. options volume increased 3.4%. The decrease in Nasdaq's average daily matched options volume was driven by a decrease in Nasdaq's combined matched market share for Nasdaq's three U.S. options exchanges of 1.0 percentage point;

• Average daily matched share volume for all of Nasdaq's U.S. cash equity markets increased by 11.3%, while average daily U.S. share volume increased by 3.6% relative to 2013. Volatility, often a driver of volume levels, remained low in 2014. The i ncrease in matched share volume was due to both higher U.S. consolidated volume and an increase in matched market share from 18.8% in 2013 (NASDAQ 15.6%; Nasdaq BX 2.5%; Nasdaq PSX 0.7%) to 20. 2% in 2014 (NASDAQ 17.1%; Nasdaq BX 2.5%; Nasdaq PSX 0.6%);

• Continuous cost focus in the industry has further increased the growth of Nasdaq's Nasdaq Basic product. The number of Nasdaq Basic subscribers increased 38% in 2014 compared to 2013;

• A 13.5% increase relative to 2013 in the average daily number of cash equity trades on Nasdaq's Nordic and Baltic exchanges;

• A 22.9% increase relative to 2013 in the SEK value of cash equity transactions on Nasdaq's Nordic and Baltic exchanges;

• A decline of 8.4% in the average daily number of options and futures contracts traded on Nasdaq's Nordic and Baltic exchanges relative to 2013;

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• Intense competition among U.S. exchanges and dealer-owned systems for cash equity trading volume and strong competition between multilateral trading facilities and exchanges in Europe for cash equity trading volume;

• Globalization of exchanges, customers and competitors extending the competitive horizon beyond national markets; and

• Market trends requiring continued investment in technology to meet customers’ and regulators’ demands as markets 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.

2015 Outlook

For the seventh year in a row, more share value traded on The NASDAQ Stock Market than on any other single cash equities exchange in the world. The economic environment remained relatively stable in 2014, although economic and political uncertainty continue to weigh on the global economy, particularly in Europe, and the debate over future fiscal and monetary policy in the U.S. and Europe continues. By traditional measures, it was also a difficult year for the exchange business. After reaching an all-time high in 2009, U.S. cash equity trading volume fell four consecutive years, finally experiencing a small increase in 2014. Trading volume in many nations around the world continues to be driven by volatility associated with the global financial crisis, whereas in only a few places, such as the U.S., is volume driven by the prospects for sustained economic growth. While the economic view may be that the worst of the financial crisis has passed, robust economic growth has yet to develop, particularly in Europe. The fall in oil prices may negatively impact the economics of oil-exporting nations, some of which have exchanges buying Nasdaq's technology. Consequently, Nasdaq has intentionally structured its organization to account for the highly cyclical nature of Nasdaq's industry. By diversifying Nasdaq's earnings through the sale of Corporate Solutions, Access Services, Market Technology and Data products, and by delivering on cost savings, Nasdaq has been able to provide stable revenues and operating income during these tough conditions. Should 2015 present an equally difficult environment, Nasdaq believes its organization is positively positioned to compete.

Nasdaq launched several important initiatives during 2013 and 2014 that Nasdaq expects to benefit Nasdaq during the ongoing challenging and competitive economic environment. In May 2013, Nasdaq completed its acquisition of the TR Corporate businesses, which provide insight, analytics and communications solutions. These complementary businesses have been integrated into Nasdaq's Corporate Solutions business, which is part of Nasdaq's Technology Solutions segment, to offer a comprehensive portfolio of technology-driven solutions to more than 10,000 clients worldwide. Nasdaq continues to leverage the opportunities in Nasdaq's Corporate Solutions and Market Technology businesses by offering new products to Nasdaq's expanding customer base and by strengthening Nasdaq's direct relationships with those customers.

Additionally, in June 2013 Nasdaq acquired the eSpeed platform, which operates a fully executable central limit order book for electronic trading in benchmark U.S. Treasuries, one of the largest and most liquid cash markets in the world, enabling us to enter new markets with a low-cost platform available to both existing and new clients, while creating additional sales opportunities for both Nasdaq's Market Services and Data Products businesses. During 2014, Nasdaq moved eSpeed onto Nasdaq infrastructure and into Nasdaq data centers to reduce costs and make these products more accessible to market participants. Nasdaq also expanded the range of U.S. Treasury Securities traded on the eSpeed platform.

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During 2014, the U.S. IPO market experienced its best year since 2000 and the Nordic IPO market experienced its best year since 2007. Both markets benefitted from relatively low volatility and several years of gains in equity markets. The U.S. also continues to benefit from the 2012 Jumpstart Nasdaq's Business Startups Act, or JOBS Act, which was intended to encourage companies to seek access to public capital through an IPO. While the direction of the markets and the long-term effects of the JOBS Act remain to be seen, the overall strong trend in IPOs may be a positive sign for 2015. Nasdaq expects the continued demand for public equity capital from companies experiencing a gradual return of economic growth and favorable valuations in 2014. Nasdaq's expectation is not across the board, as some national economies and specific industries offer better prospects to investors than others. Furthermore, an improved outlook for equity investments and the number of private companies seeking capital could positively impact the IPO pipeline in 2015.

Finally, Nasdaq's clients are confronting significant regulatory changes in both the U.S. and Europe as regulations resulting from legislation in the aftermath of the financial crisis are implemented. Nasdaq expects global markets to continue to be marked by significant change in 2015, driven primarily by regulatory initiatives in the U.S. and Europe. These policy changes could result in the continued fragmentation of cash equity markets into additional venues, and trading could continue to migrate from exchanges to OTC systems, particularly in the U.S. Conversely, trading in OTC derivatives could begin to move onto exchanges and other execution facilities.

Any further expansion of the global economy in the year ahead may be positive for Nasdaq's business drivers and Nasdaq's operations. Nasdaq believes that its continuous aggressive steps in meeting its cost, revenue, and technology objectives will enable Nasdaq to benefit from any improving economic conditions in 2015. Nasdaq will continue to look for opportunities to further diversify Nasdaq's business with enhanced product offerings and/or acquisitions that are complementary to Nasdaq's existing businesses.

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6. Financial Information in Summary

Selected Historical Financial Information

Nasdaq was founded in 1971 as a wholly-owned subsidiary of FINRA (then known as the National Association of Securities Dealers, Inc.). Beginning in 2000, FINRA restructured and broadened ownership in Nasdaq by selling shares to FINRA members, investment companies and issuers listed on The NASDAQ Stock Market.

In connection with this restructuring, Nasdaq applied to the SEC to register The NASDAQ Stock Market as a national securities exchange. FINRA fully divested its ownership of Nasdaq in 2006, and The NASDAQ Stock Market became fully operational as an independent registered national securities exchange in 2007. In 2006, Nasdaq also reorganized its operations into a holding company structure. As a result, most of Nasdaq's businesses are operated by Nasdaq's subsidiaries.

On February 27, 2008, Nasdaq and OMX AB combined their businesses and Nasdaq was renamed The NASDAQ OMX Group, Inc. This transformational combination resulted in the expansion of Nasdaq's business from a U.S.-based exchange operator to a global exchange company offering technology that powers Nasdaq's own exchanges and markets as well as many other marketplaces around the world.

Also in 2008, Nasdaq expanded Nasdaq's business through the acquisitions of the Philadelphia Stock Exchange, Inc. and the Boston Stock Exchange, Incorporated. These acquisitions allowed us to extend Nasdaq's presence in the U.S. derivatives markets and Nasdaq currently operates three separate U.S. options markets. In addition, Nasdaq has used the licenses acquired in these acquisitions to launch two additional U.S. cash equity markets.

Nasdaq also has expanded into the business of trading and clearing commodities products in recent years. In 2008, Nasdaq acquired the clearing, international derivatives and consulting subsidiaries of Nord Pool ASA, or Nord Pool. As a result of this acquisition, Nasdaq launched Nasdaq Commodities, which offers energy and carbon derivatives products. In 2010, Nasdaq acquired a derivatives trading market through the purchase of the remaining businesses of Nord Pool. In July 2012, Nasdaq acquired NOS Clearing ASA, or NOS Clearing, a leading Norway-based clearinghouse primarily for over-the-counter, or OTC, traded derivatives for the freight market and seafood derivatives market.

In August 2010, Nasdaq acquired SMARTS Group Holdings Pty Ltd, or SMARTS, a leading technology provider of surveillance solutions to exchanges, regulators and brokers. In two separate transactions in 2012 and 2014, Nasdaq acquired 100% ownership interest in BWise Beheer B.V. and its subsidiaries, or BWise, a Netherlands-based service provider that offers enterprise governance, risk management and compliance software and services to help companies track, measure and manage key organizational risks. These acquisitions have expanded Nasdaq's Market Technology business.

In recent years, Nasdaq has significantly grown Nasdaq's Corporate Solutions business, which provides customer support services, products and programs to companies including companies listed on Nasdaq's exchanges, through organic growth and numerous acquisitions. In 2013, Nasdaq acquired the Investor Relations, Public Relations and Multimedia Solutions businesses of Thomson Reuters, or the TR Corporate businesses.

In 2013, Nasdaq further expanded Nasdaq's Market Services and Information Services businesses by acquiring from BGC Partners, Inc. and certain of its affiliates, or BGC, certain

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assets and assumed certain liabilities of the eSpeed business, or eSpeed, including the eSpeed brand name and various assets comprising the fully electronic portion of BGC’s benchmark U.S. Treasury brokerage, data and co-location service businesses.

On January 30, 2015, Nasdaq completed the acquisition of Dorsey, Wright & Associates, LLC, or DWA, a market leader in data analytics, passive indexing and smart beta strategies. DWA is part of Nasdaq's Information Services business.

The following table sets forth selected financial data on a historical basis for Nasdaq. The financial data has been derived from the audited consolidated financial statements of Nasdaq. Since January 1, 2013, Nasdaq manages, operates and provides its products and services in four business segments: Market Services, Listing Services, Information Services and Technology Solutions. All prior period segment disclosures have been recast to reflect Nasdaq's change in reportable segments. Certain other prior year amounts have been reclassified to conform to the current year presentation. Prior to January 1, 2013, Nasdaq managed, operated and provided Nasdaq's products and services in three business segments: Market Services, Issuer Services and Market Technology. The financial data as of and for the three months ended March 31, 2015 and 2014 has been derived from the unaudited condensed consolidated financial statements of Nasdaq for the fiscal quarter ended March 31, 2015. In Nasdaq's management's opinion, the unaudited information has been prepared on substantially the same basis as the financial data appearing elsewhere in this document and includes all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the unaudited consolidated quarterly data.



2015

2014

2014

2013

2012

(in millions, except share and per share amounts) Statements of Income Data:

Total revenues1 .............................................. USD 858 USD 898 USD 3,500 USD 3,211 USD 3,120 Transaction-based ecpenses2 ........................ (351) (369) (1,433) (1,316) (1,446)

Revenues less transaction-based expenses .. 507 529 2,067 1,895 1,674 Total operating expenses ................................ 480 345 1,313 1,207 984 Operating income ............................................ 27 184 754 688 690 Net income attributable to Nasdaq .................. 9 103 414 385 352 Net income applicable to common

stockholders ................................................ 9 103 414 385 352 Per share information:

Basic earnings per share ........................ USD 0.05 USD 0.61 USD 2,45 USD 2.30 USD 2.09

Diluted earnings per share ..................... USD 0.05 USD 0.59 USD 2,39 USD 2.25 USD 2.04 Cash dividends declared per common

share USD 0.15 USD 0.28 USD 0,58 USD 0.52 USD 0.39

Weighted-average common shares outstanding for earnings per share:

Basic ....................................................... 168,985,956 169,595,951 168,926,733 166,932,103 168,254,653 Diluted..................................................... 172,677,119 173,666,556 173,018,849 171,266,146 172,587,870

March 31,

December 31,

2015

2014

2014

2013

2012

(in millions)

1 Nasdaq records execution revenues from transactions on a gross basis in revenues and record related expenses as transaction-based expenses. 2 Nasdaq records execution revenues from transactions on a gross basis in revenues and record related expenses as transaction-based expenses.

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2015

2014

2014

2013

2012

(in millions, except share and per share amounts) Balance Sheets Data:

Cash and cash equivalents and financial investments ................................................ USD 522 USD 581 USD 601 USD 587 USD 720

Total assets1 ....................................................12,242 12,978 12,087 12,577 9,132

Total long-term liabilities ................................3,257 3,160 3,313 3,593 2,905

Total equity ......................................................5,545 6,240 5,794 6,184 5,209

Note: The consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles. The financial statements include the accounts of Nasdaq, its wholly-owned subsidiaries and other entities in which Nasdaq has a controlling financial interest. All significant intercompany accounts and transactions have been eliminated in consolidation.

Key Drivers

The following table includes key drivers for Nasdaq's Market Services, Listing Services, and Technology Solutions segments. In evaluating the performance of Nasdaq's business, Nasdaq's senior management closely watches these key drivers.



2015

2014

2014

2013

2012

Market Services

Equity Derivate Trading and Clearing

U.S. Equity Options

Total industry average daily volume (in millions) 14.8 16.1 15.3 14.8 14.7 Nasdaq PHLX matched market share 17.6% 16.0% 16.0% 18.2% 21.3% The NASDAQ Options Market matched market share 9.5% 10.3% 10.0% 8.7% 5.5% Nasdaq BX Options Market matched market value 0.7% 1.0% 0.9% 1.0% 0.4% Total matched market share executed on Nasdaq's exchanges 27.8% 27.3% 26.9% 27.9% 27.2% Nasdaq Nordic and Nasdaq Baltic options and futures

Total average daily volume options and futures contracts2 402,421 385,032 358,141 390,816 367,599 Cash Equity Trading Total U.S.-listed securities Total industry average daily share volume (in billions) 6.92 6.94 6.41 6.19 6.44 Matched share volume (in billions) 83.1 87.2 326.0 292.9 334.1 Matched market share executed on NASDAQ 16.9% 17.2% 17.1% 15.6%

17.0%

Matched market share executed on Nasdaq BX 1.8% 2.9% 2.5% 2.5% 2.7% Matched market share executed on Nasdaq PSX 1.0% 0.5% 0.6% 0.7% 1.1% Total matched market share executed on Nasdaq's exchanges 19.7% 20.6% 20.2% 18.8% 20.8% Market share reported to the FINRA/NASDAQ Trade Reporting Facility 31.4% 32.3% 30.3% 33.5% 31.4%

1Total assets included resale agreements, at contract value of USD 3.7 billion at December 31, 2011 and USD 3.4 billion at December 31, 2010. In September 2010, Nasdaq launched a clearing service for the resale and repurchase agreement market. 2 Includes Finnish option contracts traded on EUREX

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2015

2014

2014

2013

2012

Total market share1 51.1% 52.9% 50.5% 52.3% 52.2% Nasdaq Nordic and Nasdaq Baltic securities Average daily number of equity trades 439,938 383,448 351,772 309,967 324,322 Total average daily value of shares traded (in billions) USD 5.5 USD 5.9 USD 4.8 USD 4.3 USD 3.9 Total market share executed on Nasdaq's exchanges 68.8% 69.2% 71.5% 68.6% 68.7% Fixed Income, Currency and Commodities Trading and Clearing Total U.S.-fixed income U.S.-fixed income notional trading volume (in billions) USD

8,365 USD

9,946 USD

37,594 USD

17,891 - Nasdaq Nordic and Nasdaq Baltic fixed income Total average daily volume fixed income contracts 107,031 117,527 98,948 128,290 130,265 Nasdaq Commodities Power contracts cleared (TWh)2 363 429 1,564 1,680 1,703 Listing Services Initial public offerings NASDAQ 27 47 189 126 72 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic 17 5 47 14 6 New listings NASDAQ3 43 77 327 239 158 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic4 18 9 72 34 18 Number of listed companies NASDAQ5 2,779 2,667 2,782 2,637 2,577 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic6 804 755 792 758 754 Technology Solutions Market Technology Order intake (in millions)7 USD 40 USD 66 USD 311 USD 325 USD 273 Total order value (in millions)8 USD 728 USD 675 USD 704 USD 660 USD565

Segment Financial Data

Nasdaq manages, operates and provides its products and services in four business segments, the Market Services segment, the Listing Services segment, the Information Services segment and the Technology Solutions segment. The following table presents certain information regarding these operating segments for the three months ended 31 March, 2015 and 2014 and for the years ended 31 December, 2014, 2013 and 2012.

1 Includes transactions executed on NASDAQ’s, Nasdaq BX’s and Nasdaq PSX’s systems plus trades reported through the FINRA/NASDAQ Trade Report Facility. 2 Primarily transactions executed on Nasdaq Commodities or OTC and reported for clearing to Nasdaq Commodities measured by TWh. 3 New listings include IPOs, including those completed on a best efforts basis, issuers that switched from other listing venues, closed-end funds and separately listed ETFs. 4 New listings include IPOs and represent companies listed on the Nasdaq Nordic and Nasdaq Baltic exchanges and companies on the alternative markets of Nasdaq First North. 5 Number of listed companies for NASDAQ at period end, including separately listed ETFs. 6 Represents companies listed on the Nasdaq Nordic and Nasdaq Baltic exchanges and companies on the alternative markets of Nasdaq First North at period end. 7 Total contract value of orders signed during the period. 8 Represents total contract value of signed orders that are yet to be recognized as revenue.

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Market Services

Listing Services



Corporate Items and

Eliminations

Consolidated

(in millions) Three months ended 31 March, 2015

Total revenues ................................................................USD 539 USD 64 USD 125 USD 130 USD — USD 858 Transaction-based expenses ................................ (351) — — — — (351)

Revenues less transaction-based expenses ................................ 188 64 125 130 — 507

Market Services

Listing Services



Corporate Items and

Eliminations

Consolidated

(in millions) Three months ended 31 March, 2014

Total revenues ................................................................USD 577 USD 58 123 USD 140 USD — USD 898 Transaction-based expenses ................................ (369) — — — — (369)

Revenues less transaction-based expenses ................................ 208 58 123 140 — 529

Market Services

Listing Services



Corporate Items and Eliminations

Consolidated

(in millions) 2014

Total revenues ..............................................................USD 2,247 USD 238 USD 473 USD 542 — USD 3,500 Transaction-based expenses ................................ (1,433) — — — — (1,433)

Revenues less transaction-based expenses ................ 814 238 473 542 — 2,067

Market Services

Listing Services




Consolidated

(in millions) 2013

Total revenues ...............................................................USD 2,092 USD 228 USD 436 USD 455 — USD 3,211 Transaction-based expenses ................................ (1,316) — — — — (1,316)

Revenues less transaction-based expenses ................ 776 228 436 455 — 1,895

Market Services

Listing Services




Consolidated

(in millions) 2012

Total revenues ...............................................................USD 2,206 USD 224 USD 400 USD 290 — USD 3,120 Transaction-based expenses ................................ (1,446) — — — — (1,446)

Revenues less transaction-based expenses ................. 760 224 400 290 — 1,674

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7. Capitalization and other Financial Information

Shareholders’ Equity and Liabilities

The information that Nasdaq has provided has been prepared in accordance with U.S. GAAP.

31 March, 2015

31 December 2014

(Unaudited) Liabilities Current liabilities:

Accounts payable and accrued expenses ................................................................USD 207 USD 189 Section 31 fees payable to SEC ................................................................................................ 82 124 Accrued personnel costs ................................................................................................ 71 143 Deferred revenue ................................................................................................................................ 282 177 Other current liabilities ................................................................................................ 133 116 Deferred tax liabilities ................................................................................................ 30 37 Default funds and margin deposits ................................................................................................ 2,635 2,194 Current portion of debt obligations ................................................................................................ - -

Total current liabilities ................................................................................................................................ 3,440 2,980 Debt obligations ................................................................................................................................ 2,306 2,313 Non-current deferred tax liabilities ................................................................................................ 587 626 Non-current deferred revenue ................................................................................................ 210 215 Other liabilities ................................................................................................................................ 154 159

Total liabilities ................................................................................................................................ 6,697 6,293 Commitments and contingencies Equity Nasdaq stockholders’ equity:

Common stock, USD 0.01 par value, 300,000,000 shares authorized, shares issued: 171,527,299 at March 31, 2015 and 170,325,304 at December 31, 2014; shares outstanding: 168,927,790 at March 31, 2015 and 168,795,263 at December 31, 2014 ................................................................................................ 2 2

Preferred stock, 30,000,000 shares authorized, series A convertible preferred stock: shares issued: None at March 31, 2015 and None at December 31,

2014; shares outstanding: none at March 31, 2015 and none December 31, 2014 ................................................................................................................................ — —

Additional paid-in capital ................................................................................................ 3,243 3,222 Common stock in treasury, at cost: 2,599,509 shares at March 31, 2015 and

1,530,041 shares at December 31, 2014 ................................................................ (94) (41) Accumulated other comprehensive loss ................................................................ (883) (682) Retained earnings ................................................................................................................................ 3,276 3,292

Total Nasdaq stockholders’ equity ................................................................................................ 5,544 5,793 Noncontrolling interests ................................................................................................................................ 1 1

Total equity ................................................................................................................................ 5,545 5,794

Total liabilities and equity ................................................................................................ USD12,242 USD 12,087

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Net Financial Indebtedness

As of 31 March,

2015

(in millions) A. Cash USD (138) B. Cash equivalent (190) C. Trading securities (194) D. Liquidity (A)+(B)+(C) 522 E. Current Financial Receivable —

F. Current Bank debt —

G. Current portion of non-current debt — H. Other current financial debt — I. Current Financial Debt (F)+(G)+(H) — J. Net Current Financial Indebtedness (I)-(E)-(D) 522 K. Non-current Bank loans (198) L. Bonds issued (2,108) M. Other non-current loans — N. Non-current Financial Indebtedness (K)+(L)+(M) (2,306) O. Net Financial Indebtedness (J)+(N) USD (1,784)

In November 2014, Nasdaq refinanced its existing credit agreement and entered into the 2014 Credit Facility. The 2014 Credit Facility consists of USD 750 million revolving credit commitment (with sublimits for non-dollar borrowings, swingline borrowings and letters of credit). In November 2014, Nasdaq borrowed USD 123 million under the revolving credit commitment of the 2014 Credit Facility to repay in full the remaining principal amount outstanding on Nasdaq's 2016 Term Loan. In January 2015, Nasdaq used cash on hand and borrowed USD 100 million under the revolving credit commitment of the 2014 Credit Facility to fund the acquisition of DWA. In March 2015, Nasdaq repaid USD 25 million under the revolving credit commitment of the 2014 Credit Facility.

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In addition to the revolving credit commitment under our 2014 Credit Facility discussed above, Nasdaq has credit facilities related to our clearinghouses in order to meet liquidity and regulatory requirements. At 31 March, 2015, credit facilities, which are available in multiple currencies, primarily Swedish Krona totaled USD 179 million in available liquidity none of which was utilized at 31 March, 2015.

Capital Resources and Working Capital

Working capital (calculated as current assets less current liabilities) was USD 248 million at 31 March, 2015, compared with USD 420 million at 31 December 2014, a decrease of USD 172 million, or 41%. Current asset balance changes increased working capital by USD 288 million, with increases in default funds and margin deposits and financial investments, at fair value, partially offset by decreases in cash and cash equivalents, receivables, net, restricted cash and other items. Current liability balance changes decreased working capital by USD 460 million, primarily due to increases in default funds and margin deposits, deferred revenue, accounts payable and accrued expenses and other current liabilities, partially offset by decreases in accrued personnel costs and Section 31 fees payable to the SEC.

Nasdaq has historically been able to generate sufficient funds from operations to meet working capital requirements. At 31 March, 2015, Nasdaq had total contractual debt obligations of USD 2,306 million, of which USD none of which is due within one year.

Statement regarding Working Capital

Nasdaq is of the opinion that the existing working capital is sufficient to meet the current needs of Nasdaq for the next 12 months.

Trends and significant changes since publication of the

interim report for the period January-March 2015

There has been no substantial change in Nasdaq’s financial position or market position since the publication of the interim report for the period January – March 2015, Section 12.

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8. Board of Directors, Executive Officers and Auditors

Board of Directors

The business and affairs of Nasdaq are managed under the direction of Nasdaq's board of directors. Pursuant to Nasdaq's amended and restated certificate of incorporation and by-laws and based on Nasdaq's governance needs, the board may determine the total number of directors. Currently, the board is authorized to have 11 directors. The current size of the board is 11 directors and the currently elected directors are referred below. The below also includes information regarding the beneficial ownership of Nasdaq's voting securities as of 10 March, 2015 regarding all directors of Nasdaq. For this purpose, unvested shares of restricted stock granted under the Equity Plan are not included.

Charlene T. Begley (board member of Nasdaq’s board of directors)

Charlene T. Begley was elected to Nasdaq’s board of directors in 2014. Ms. Begley served in various capacities for the General Electric Company, a diversified infrastructure and financial services company, from 1988 through December 2013. Most recently, Ms. Begley served in a dual role as GE’s Senior Vice President and Chief Information Officer, as well as the President and Chief Executive Officer of GE’s Home and Business Solutions business from January 2010 through December 2013. Previously, Ms. Begley served as President and Chief Executive Officer of GE Enterprise Solutions from August 2007 through December 2009. Over her career at GE, Ms. Begley also served as President and Chief Executive Officer of GE Plastics and GE Transportation. She also led GE’s Corporate Audit staff and served as the Chief Financial Officer for GE Transportation and GE Plastics Europe and India. Further, Ms. Begley has previously been a director of Morpho Detection, Inc. and GE Fanuc JV. Ms. Begley is a member of the board of directors and the audit and nominating committees of WPP plc. and Red Hat.

Skills and Qualifications

• Significant technology, cybersecurity, business process improvement and operational excellence experience.

• Extensive leadership experience of a highly complex global industrial and financial services company.

• Risk management, finance, audit and international business operations experience. • Broad senior operational experience spanning diverse products and companies. • Audit committee financial expert; served in a number of finance and audit roles at GE.

Common stock beneficially owned: 0

Stock options: 0

Steven D. Black (board member of Nasdaq’s board of directors)

Steven D. Black was elected to Nasdaq’s board of directors in December 2011. Since September 2012, Mr. Black has been the Co-CEO of Bregal Investments, a private equity firm. He was the Vice Chairman of J.P. Morgan Chase & Co. from March 2010 through February 2011 and a member of the firm’s Operating and Executive committees. Prior to that position, Mr. Black was the Executive Chairman of J.P. Morgan Investment Bank from October 2009 through March 2010. Mr. Black served as a Co-Chief Executive Officer of J.P. Morgan Investment Bank from 2004 through 2009. Mr. Black was the Deputy Co-Chief

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Executive Officer of J.P. Morgan Investment Bank since 2003. He also served as head of J.P. Morgan Investment Bank’s Global Equities business since 2000 following a career with Citigroup and its predecessor firms. Mr. Black has also been a member of the Board of Inflection Energy LLC since January 2013 as well as of Canopius Group Limited from January 2013 through January 2014.


• Extensive leadership experience of a highly complex global financial services company.

• Depth of knowledge from over 40 years of experience in the global financial services industry.

• Experience leading a global business in a regulated industry. • Management development, compensation and succession planning experience. • Extensive background in international public company governance.

Common stock beneficially owned: 10,560 (Represents 10,560 vested shares of restricted stock granted under the Equity Plan.)

Stock options: 0

Börje E. Ekholm (board member of Nasdaq’s board of directors)

Börje E. Ekholm was elected to Nasdaq’s board of directors effective February 17, 2011. Mr. Ekholm is President and Chief Executive Officer, as well as a member of the board of directors, of Investor AB, an industrial holding company. Following ten years as President and CEO of Investor AB, Mr. Ekholm will step down from his current position effective May 12, 2015 to lead a new division of Investor AB, Patricia Industries. Prior to becoming President and CEO in 2005, Mr. Ekholm was a member of the Management Group of Investor AB, where he had oversight of the new investments business. Mr. Ekholm previously served as the President of Novare Kapital AB, an early-stage venture capital company. Mr. Ekholm also served in various positions at McKinsey & Company, Inc.. Mr. Ekholm is a member of the board and remuneration committee of Telefonaktiebolaget LM Ericsson and a member of the board of EQT Partners Aktiebolag, Aktiebolaget Chalmerinvest, Chalmers Venture Creation AB, Navigare AB and Hycliff Aktiebolag. Mr. Ekholm has previously been a member of the board and the remuneration committee of Husqvarna AB, from 2007 through April 2013, and further, a member of the board of Scania AB from 2008 through 2012, KTH Holding, PGI Sweden Aktiebolag, Avlis Invest AB and Lindorff Group AB.


• Extensive leadership of a highly complex global financial services company. • Significant expertise in international business operations. • Extensive background in international public company governance. • Broad knowledge of international markets with experience in finance, accounting,

corporate strategy and technology. • Management development, compensation and succession planning experience.

Common stock beneficially owned: 33,033 (Represents (i) 23,033 vested shares of restricted stock granted under the Equity Plan and (ii) 10,000 shares acquired through open market purchases. Excludes shares of Nasdaq common stock owned by Patricia Holding AB. Patricia Holding AB is a wholly owned subsidiary of Investor AB, of which Mr. Ekholm is President and CEO. Mr. Ekholm disclaims beneficial ownership of such shares).

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Stock options: 0

Robert Greifeld (board member of Nasdaq’s board of directors and Chief Executive

Officer of Nasdaq)

Robert Greifeld was elected to the board of directors and appointed Chief Executive Officer of Nasdaq in May 2003. Prior to joining Nasdaq, Mr. Greifeld was an Executive Vice President at SunGard Data Systems, Inc., a global provider of integrated software and processing solutions for financial services and a provider of information availability services. Mr. Greifeld joined SunGard in 1999 through SunGard’s acquisition of Automated Securities Clearance, Inc., where from 1991 through 1999, Mr. Greifeld was the President and Chief Operating Officer.


• Extensive leadership of a highly complex global financial services company in a regulated industry.

• Significant experience in technology leadership, as well as organizational and operational management.

• Transactional experience negotiating and structuring mergers and acquisitions. • Management development, compensation and succession planning experience. • Extensive background in international public company governance.

Common stock beneficially owned: 2,762,868 (Represents (i) 338,052 shares of stock acquired upon exercise of vested stock options, (ii) 1,860,000 vested options to purchase stock granted under the Equity Plan, (iii) 209,383 vested shares of restricted stock, (iv) 354,795 vested shares underlying PSUs granted under the Equity Plan and (v) 638 shares of stock purchased pursuant to the ESPP).

Stock options: 0

Glenn H. Hutchins (board member of Nasdaq’s board of directors)

Glenn H. Hutchins was elected to Nasdaq’s board of directors in May 2005. Mr. Hutchins is a Co-Founder of Silver Lake, a technology investment firm that was established in January 1999. Mr. Hutchins has been a Class B Director of the Federal Reserve Bank of New York since August 2011. Mr. Hutchins is the Chairman of the Board of Directors of SunGard Capital Corp. Mr. Hutchins is also a member of the board and compensation and finance committee of Harvard Management Company, Inc. since 2006 and a board member of AT&T since 2014. Mr. Hutchins has previously been a member of the board of Mercury Payment Systems from 2010 to 2014, of New SAC from 2011 to 2014 and Unity Holdco Limited from 2009 to 2014.


• Extensive leadership of, and transactional experience as, a private equity investor. • In-depth knowledge of the technology sector. • Management development, compensation and succession planning experience. • Extensive experience in the public policy sector. • Significant experience in technology leadership, as well as organizational and

operational management.

Common stock beneficially owned: 177,740 (Represents 23,440 vested shares of restricted stock granted under the Equity Plan. Mr. Hutchins disclaims beneficial ownership of any

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Nasdaq securities that may be held by Silver Lake or its affiliates, except to the extent of any pecuniary interest he may have therein. Also includes 154,300 shares held by the Hutchins Family Foundation, a private charitable foundation. Mr. Hutchins serves as Chairman of the Hutchins Family Foundation and as such may be deemed to beneficially own such shares, which he disclaims).

Stock options: 0

Essa Kazim (board member of Nasdaq’s board of directors)

Essa Kazim was elected to Nasdaq’s board of directors effective March 1, 2008. H.E. Kazim has been Governor of the Dubai International Financial Center since January 2014. Since 2006, he has served as Chairman of Borse Dubai and Chairman of the Dubai Financial Market. H.E. Kazim began his career as a Senior Analyst in the Research and Statistics Department of the UAE Central Bank in 1988, and then he moved to the Dubai Department of Economic Development as Director of Planning and Development in 1993. He was then appointed Director General of the Dubai Financial Market from 1999 through 2006. H.E. Kazim is a Member of the Supreme Fiscal Committee of Dubai.

H.E Kazim is the chairman of DIFC Authority and DIFC Investment, as well as a member of Dubai Economic Council. He further serves as a member of the board of Noor Bank, Rochester Institute of Technology and Etisalat. H.E. Kazim and is also a member of the board of governors of Hamdan Bin Mohammed E-University and member of the board and Secretary General of Dubai Islamic Economy Development Center.


• Extensive leadership of a complex global business in a regulated industry. • Broad knowledge of international markets with experience in finance, accounting,

corporate strategy and technology. • Management development, compensation and succession planning experience. • Significant experience in technology leadership, as well as organizational and

operational management. • Extensive background in international public company governance.

Common stock beneficially owned: 21,357 (Represents 21,357 vested shares of restricted stock granted under the Equity Plan. Excludes shares of Nasdaq common stock owned by Borse Dubai. H.E. Kazim, who is Chairman of Borse Dubai, disclaims beneficial ownership of such shares).

Stock options: 0

Thomas A. Kloet (board member of Nasdaq’s board of directors)

Thomas A. Kloet was elected to Nasdaq’s board of directors effective 2015. Mr. Kloet was the first CEO and Executive Director of TMX Group Limited, the holding company of the Toronto Stock Exchange, TSX Venture Exchange, Montreal Exchange, Canadian Depository for Securities, Canadian Derivatives Clearing Corporation and the BOX Options Exchange, from 2008-2014. Previously, he served as Senior Executive Vice President and COO of Fimat America’s from 2003-2008, overseeing all operating units of the U.S. broker-dealer of Société Générale. Mr. Kloet served as CEO of the Singapore Exchange from 2000-2002 and as senior vice president and chief administrative officer of ABN AMRO from 1997-2000. Mr. Kloet served as a Board member, treasurer and clearing chairman of the Chicago Mercantile Exchange from 1995-2000. He served as COO of Credit Agricole Futures, Inc. from 1990-

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1997, CFO of Index Futures Group from 1988-1990, Director of Internal Audit at Chicago Mercantile Exchange from 1985-1988 and Regulatory Staff Auditor at Chicago Mercantile Exchange from 1981-1982. Further, Mr. Kloet was previously a member of the board of the TMX Group Limited, Bermuda Stock Exchange and FTSE-TMX Global Debt and chairman of the board of Box Options Exchange and Box Holdings. Mr. Kloet is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants. He is also a member of the U.S. Commodity Futures Trading Commission’s Market Risk Advisory Committee and was inducted into the Futures Industry Association Hall of Fame in March 2015.


• Leadership of a complex global business in financial markets and regulated industries.

• Broad knowledge of international markets with experience in finance, accounting and corporate strategy.

• Management development, compensation and succession planning experience • Significant experience in technology leadership, as well as organizational, operational

and risk management. • Extensive background in international public company governance.


Stock options: 0

John D. Markese (board member of Nasdaq’s board of directors)

John D. Markese was elected to Nasdaq’s board of directors in May 1996. Dr. Markese served on FINRA’s board of governors from 1998 to 2002. Since his retirement in October 2010, Dr. Markese has been the Vice Chairman of the American Association of Individual Investors, a not-for-profit organization providing investment education to individual investors founded in 1978. Previously, Dr. Markese was the President and Chief Executive Officer of the American Association of Individual Investors.

As a result of his over forty years of work in finance, Dr. Markese meets the criteria of an audit committee financial expert and serves as the chairman of the audit committee of Nasdaq’s board. Dr. Markese has a doctoral degree in Finance and has taught business school classes in the areas of Corporate Finance, Financial Case Analysis, Portfolio Management and Investment Analysis. Dr. Markese also brings to the Nasdaq board the perspective of the individual investor community.


• Audit committee financial expert, based on over 40 years of work in finance. • Extensive financial expertise acquired through a doctoral degree in Finance and

teaching business school classes in the areas of Corporate Finance, Financial Case Analysis, Portfolio Management and Investment Analysis.

• Extensive experience in risk management, financial operations, accounting, financial controls and reporting.

• Extensive background in international public company governance. • Provides important insights from the perspective of the individual investor community.

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Common stock beneficially owned: 58,205 (Represents (i) 1,424 shares of stock acquired upon exercise of vested stock options and (ii) 56,781 vested shares of restricted stock granted under the Equity Plan. All of these shares are held by the John D. Markese Trust September 2, 1999, of which Dr. Markese is a trustee and beneficiary).

Stock options: 0

Ellyn A. McColgan (board member of Nasdaq’s board of directors)

Ellyn A. McColgan was elected to Nasdaq’s board of directors in May 2012. From September 2010 through September 2014, Ms. McColgan was an Executive Advisor at Aquiline Capital Partners, LLC, a private equity firm that invests in the financial services sector. Ms. McColgan worked as a private consultant from February 2009 through September 2010. From April 2008 through January 2009, Ms. McColgan was the President and Chief Operating Officer of the Global Wealth Management Group of Morgan Stanley. Prior to that, Ms. McColgan served in various senior management positions at Fidelity Investments from 1990 through 2007. Ms. McColgan was a director and member of the audit committee of Primerica from 2010 through 2011.


• Extensive leadership experience of a highly complex global financial services company.

• Experience managing international business operations. • Audit committee financial expert; significant experience managing CFOs. • Extensive experience in risk management, financial operations, accounting, financial

controls and reporting. • Significant management development, compensation and succession planning

experience.

Common stock beneficially owned: 15,034 (Represents 15,034 vested shares of restricted stock granted under the Equity Plan).

Stock options: 0

Michael R. Splinter (board member of Nasdaq’s board of directors)

Michael R. Splinter was elected to Nasdaq’s board of directors effective March 1, 2008. Mr. Splinter has served as the Executive Chairman of the board of directors of Applied Materials, Inc., the global leader in nanomanufacturing technology™ solutions for the electronics industry, since September 2013. At Applied Materials, he served as the Chairman of the board of directors from March 2009 to September 2013, Chief Executive Officer from April 2003 until September 2013 and President from April 2003 to June 2012. An engineer and technologist, Mr. Splinter is a 30-year veteran of the semiconductor industry. Prior to joining Applied Materials, Mr. Splinter was an executive at Intel Corporation.


• Leadership of a complex global technology business. • Extensive background in international public company governance at a Nasdaq-listed

company. • Management development, compensation and succession planning experience • Significant international business operations experience. • Technology, cybersecurity, business process improvement and operational

excellence experience.

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Common stock beneficially owned: 28,612 (Represents 28,612 vested shares of restricted stock granted under the Equity Plan).

Stock options: 0

Lars R. Wedenborn (board member of Nasdaq’s board of directors)

Lars R. Wedenborn was elected to Nasdaq’s board of directors effective March 1, 2008. Mr. Wedenborn was elected Chairman of The Nasdaq Nordic Ltd. Board in October 2009. He is CEO and a member of the board of FAM AB (Foundation Asset Management Sweden AB), which is wholly owned by the Wallenberg Foundations since September 2007. Mr. Wedenborn is also a member of the board of Aktiebolaget SKF since April 2008 and Alecta Pensionsförsäkring, ömsesidigt, Höganäs Holding AB, Elk Holding AB, WD-Invest AB, Djupvik Holding AB and Patricia Trading Aktiebolag. Mr. Wedenborn started his career as an auditor. During 1991 through 2000, he was Deputy Managing Director and CFO at Alfred Berg, a Scandinavian investment bank. He served with Investor AB, a Swedish industrial holding company, as Executive Vice President and CFO from February 2000 through August 2007. Mr. Wedenborn was a member of the Board of OMX AB prior to its acquisition by Nasdaq. Further, Mr. Wedenborn has previously been a member of the board of Power Wind Partners AB and Novare Human Capital Aktiebolag. Skills and Qualifications

• Extensive leadership of a highly complex financial organization. • Audit committee financial expert; Master of Economics, University of Uppsala. • Extensive experience in risk management, financial operations, accounting, financial

controls and reporting. • Extensive background in international public company governance. • Management development, compensation and succession planning experience.

Common stock beneficially owned: 42,599 (Represents (i) 2,599 vested shares of restricted stock granted under the Equity Plan, (ii) 30,000 shares held by a pension insurance fund in the name of FAM AB, which is Mr. Wedenborn’s employer and (iii) 10,000 shares held by a pension insurance fund in the name of Investor AB, which is Mr. Wedenborn’s former employer).

Stock options: 0

Executive Officers

The below includes information regarding the beneficial ownership of Nasdaq's voting securities as of 10 March, 2015, regarding all executive officers of Nasdaq. For this purpose, unvested shares of restricted stock or performance share units granted under the Equity Plan are not included. However, shares of common stock underlying options that are currently exercisable or exercisable within 60 days of 10 March, 2014, are included.

Robert Greifeld (board member of Nasdaq’s board of directors and Chief Executive

Officer of Nasdaq)

Robert Greifeld, a member of Nasdaq’s board of directors, has served as Chief Executive Officer since May 2003. Prior to joining Nasdaq, Mr. Greifeld was an Executive Vice President at SunGard Data Systems, Inc., a global provider of integrated software and processing solutions for financial services and a provider of information availability services. Mr. Greifeld

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joined SunGard in 1999 through SunGard’s acquisition of Automated Securities Clearance, Inc., where from 1991 to 1999, Mr. Greifeld was the President and Chief Operating Officer.

Common stock beneficially owned: (Please see above, under subsection Board of Directors.)

Stock options: (Please see above, under subsection Board of Directors.)

Adena T. Friedman (President)

Adena T. Friedman has served as President since June 2014 with responsibility for the business units within Global Capital Access, Technology & Insights. Previously, she served as CFO and Managing Director of The Carlyle Group from March 2011 through June 2014. Prior to joining Carlyle, Ms. Friedman served in several positions at Nasdaq over a tenure of 17 years, including as Executive Vice President of Corporate Strategy from October 2003 through March 2011 and as CFO from August 2009 through March 2011. Ms. Friedman joined Nasdaq in 1993.

Common stock beneficially owned: 34,451 (Represents 34,451 shares granted under the Equity Plan or purchased pursuant to the ESPP when Ms. Friedman was previously an employee of Nasdaq).

Stock options: 0

Hans-Ole Jochumsen (President)

Hans-Ole Jochumsen has served as President since May 2014 with responsibility for the business units within Global Trading and Market Services. He served as Executive Vice President of Global Market Services from March 2014 through May 2014 and Executive Vice President of Transaction Services Nordic from February 2008 through March 2014. Previously, Mr. Jochumsen was the President of Information Services & New Markets for OMX. Prior to that, he served as President and CEO of the Copenhagen Stock Exchange (now called Nasdaq Copenhagen A/S) and FUTOP Clearingcentralen Ltd. Prior to joining OMX in 1998, Mr. Jochumsen served as President and member of the Executive Management of BG Bank from 1996 to 1998 and as President and member of the Executive Management of Girobank from 1994 to 1996. Mr. Jochumsen has also served as Chairman of the Supervisory Board of TOM Holding N.V., member of the Board of Euro CCP N.V. and Chairman of the Board of NOS Clearing ASA. From 1990 to 1994, he was a President and member of the Executive Management of BRFkredit. Mr. Jochumsen was also a member of the Supervisory Board EMCF from 2008 to 2013 and a member of the board of directors of FESE from 2008 to 2013, of Eignarhaldsfelagid Verdbrefathing h.f. from 2008 to 2014, of EDX London Ltd. from 2008 to 2014, of Meetingplace Wonderful Copenhagen from 2007 to 2014, of Icelandic Securities Depository Ltd. from 2005 to 2010 and of the Supervisory Concil of the Tallin Stock Exchange from 2008 to 2010.

Common stock beneficially owned: 142,201 (Represents (i) 71,825 vested options to purchase stock granted under the Equity Plan, (ii) 69,938 vested shares underlying PSUs granted under the Equity Plan and (iii) 638 shares of stock purchased pursuant to the ESPP).

Stock options: 0

Salil S. Donde (Executive Vice President, Global Information Services)

Salil S. Donde has served as Executive Vice President, Global Information Services since February 2015. Prior to joining Nasdaq, Mr. Donde held leadership roles as CEO of Lewtan Technologies, Inc. from June 2011 through October 2014 and as CEO of Marshall &

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Swift/Boeckh from February 2009 through July 2011, among other leadership roles he has held in the broader financial services industry.


Stock options: 0

Anna M. Ewing (Executive Vice President, Global Corporate Solutions)

Anna M. Ewing has served as Executive Vice President, Global Corporate Solutions since October 2014. Previously, she was Executive Vice President and Chief Information Officer from December 2005 through January 2013 and Executive Vice President, Global Technology Solutions from January 2013 through October 2014. She served as Senior Vice President of Technology Services in Nasdaq's Operations & Technology Group since October 2000 through October 2014. Before joining Nasdaq, Ms. Ewing was Managing Director, Electronic Commerce at CIBC World Markets in New York and Toronto, where she served as Managing Director of Global Applications Services and as a founding member of CIBC.com. Before that, Ms. Ewing served as Vice President at Merrill Lynch, where she held various leadership positions within the Corporate and Institutional Client Group Technology Division, including Global Head of Institutional Client Technology, Global Head of Financial Futures and Options Technology, Global Head of Prime Brokerage Technology and Regional Head of Technology at Merrill Lynch Canada.

Common stock beneficially owned: 64,541 (Represents (i) 3,061 vested shares of restricted stock granted under the Equity Plan, (ii) 53,614 vested shares underlying PSUs granted under the Equity Plan and (iii) 7,866 shares of stock purchased pursuant to the ESPP).

Stock options: 0

P.C. Nelson Griggs (Executive Vice President, Listing Services)

P.C. Nelson Griggs has served as Executive Vice President, Listing Services since October 2014. Previously, Mr. Griggs was Senior Vice President, New Listings from July 2012 through October 2014, Senior Vice President, Listings Asia Sales from April 2011 through June 2012 and Vice President, Listings from July 2007 through March 2011. Mr. Griggs joined Nasdaq in 2002 and has served in a variety of other roles within the Listing Services business. Prior to joining Nasdaq, Mr. Griggs worked at Fidelity Investments and a San Francisco-based start-up company.

Common stock beneficially owned: 12,209 (Represents (i) 5,000 vested shares of restricted stock granted under the Equity Plan and (ii) 7,209 vested shares underlying PSUs granted under the Equity Plan)

Stock options: 0

Ronald Hassen (Senior Vice President, Controller and Principal Accounting Officer)

Ronald Hassen has served as Senior Vice President and Controller since March 2002 and Principal Accounting Officer since May 2002. Previously, Mr. Hassen served as Treasurer from November 2002 through January 2007. Prior to joining Nasdaq, Mr. Hassen served as Controller of Deutsche Bank North America from June 1999, after its acquisition of Bankers Trust Company. Mr. Hassen joined Bankers Trust in 1989, serving as Principal Accounting Officer from 1997 until the company’s acquisition by Deutsche Bank.

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Common stock beneficially owned: 36,383 (Represents (i) 26,632 vested shares of restricted stock granted under the Equity Plan, (ii) 9,507 vested shares underlying PSUs granted under the Equity Plan and (iii) 244 shares of stock purchased pursuant to the ESPP).

Stock options: 0

Edward S. Knight (Executive Vice President, General Counsel and Chief Regulatory

Officer)

Edward S. Knight has served as Executive Vice President and General Counsel since October 2000 and Chief Regulatory Officer since January 2006. Previously, Mr. Knight served as Executive Vice President and Chief Legal Officer of FINRA from July 1999 to October 2000. Prior to joining FINRA, Mr. Knight served as General Counsel of the U.S. Department of the Treasury from September 1994 to June 1999. Mr. Knight also serves as a director of Nasdaq Dubai.

Common stock beneficially owned: 202,301 (Represents (i) 135,369 vested options to purchase stock granted under the Equity Plan, (ii) 48,024 vested shares underlying PSUs granted under the Equity Plan and (iii) 18,908 shares of stock purchased pursuant to the ESPP).

Stock options: 0

Lars Ottersgård (Executive Vice President, Market Technology)

Lars Ottersgård has served as Executive Vice President, Market Technology since October 2014. Previously, Mr. Ottersgård was Senior Vice President, Market Technology from 2008 to October 2014. Mr. Ottersgård joined OMX in 2006 as Global Head of Sales for the company’s commercial technology business. Prior to joining OMX, Mr. Ottersgård held various positions at IBM for twenty years, where he covered the Nordic and European markets, and was most recently a senior executive for strategic outsourcing for the distribution and communication industries.

Common stock beneficially owned: 13,825 (Represents (i) 9,407 vested shares underlying PSUs granted under the Equity Plan and (ii) 4,418 shares of stock purchased pursuant to the ESPP)

Stock options: 0

Bradley J. Peterson (Executive Vice President and Chief Information Officer)

Bradley J. Peterson has served as Executive Vice President and Chief Information Officer since February 2013. Previously, Mr. Peterson served as Executive Vice President and Chief Information Officer at Charles Schwab, Inc. since May 2008. Mr. Peterson was Chief Information Officer at eBay from April 2003 through May 2008. From July 2001 through March 2003, Mr. Peterson was the Managing Director and Chief Operating Officer at Epoch Securities after its merger with Goldman Sachs Group, Inc. He also has held senior executive positions at Epoch Partners, Inc., Charles Schwab & Company and Pacific Bell Wireless (now part of AT&T).

Common stock beneficially owned: 75 (Represents shares purchased pursuant to the ESPP).

Stock options: 0

Lee Shavel (Chief Financial Officer and Executive Vice President, Corporate Strategy)

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Lee Shavel has served as Chief Financial Officer and Executive Vice President, Corporate Strategy since May 2011. Before joining Nasdaq, Mr. Shavel was Americas Head of Financial Institutions Investment Banking at Bank of America Merrill Lynch. Previously, he was Head of Finance, Securities and Technology and Global Chief Operating Officer for the Financial Institutions Group at Merrill Lynch. Mr. Shavel joined Merrill Lynch in 1993 as an Associate, coming from Citicorp where he worked as an Associate in the Financial Institutions Group.

Common stock beneficially owned: 133,016 (Represents (i) 41,257 vested options to purchase stock granted under the Equity Plan, (ii) 35,502 vested shares of restricted stock granted under the Equity Plan and (iii) 56,257 vested shares underlying PSUs granted under the Equity Plan).

Stock options: 0

Thomas A. Wittman (Executive Vice President, Global Head of Equities)

Thomas A. Wittman has served as Executive Vice President, Global Head of Equities since May 2014. Previously, Mr. Wittman was Senior Vice President, Head of U.S. Equities and Derivatives from June 2013 through April 2014. Mr. Wittman also served as Senior Vice President of U.S. Options from March 2010 through June 2013. Mr. Wittman joined Nasdaq in 2008 after Nasdaq acquired The Philadelphia Stock Exchange, where Mr. Wittman began his exchange career in 1987 as a software developer.

Common stock beneficially owned: 49,274 (Represents (i) 12,748 vested options to purchase stock granted under the Equity Plan, (ii) 25,497 vested shares of restricted stock granted under the Equity Plan, (iii) 10,790 vested shares underlying PSUs granted under the Equity Plan and (iv) 239 shares of stock purchased pursuant to the ESPP).

Stock options: 0

Other information regarding the Board of Directors and

Executive Officers

All members of the Board of Directors and Executive Officers may be contacted at the address: Joan C. Conley, Senior Vice President and Corporate Secretary, The NASDAQ OMX Group, Inc., 805 King Farm Boulevard, Rockville, MD 20850 USA, and under the email address: [email protected].

Based upon detailed written submissions by each director, the board of Nasdaq has determined that all of Nasdaq's current directors are independent, other than Mr. Greifeld. Mr. Greifeld is deemed not to be independent because he is the Chief Executive Officer of Nasdaq.

There are no family ties between the members of the Board of Directors or the Executive Officers. No member of the Board of Directors or Executive Officer has been convicted in any fraud-related lawsuit during the past five years. No member of the Board of Directors or Executive Officer has during the past five years been involved in any bankruptcy, bankruptcy administration or involuntary liquidation. There exists no, and during the past five years there has not been any, allegations and/or sanctions from any authority or professional association against any member of the Board of Directors or Executive Officer. No member of the Board of Directors or Executive Officer has been prohibited by a court of law from becoming a member in a company’s administrative, management or control function, nor to have a leading or overall position in a company during the past five years.

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Nasdaq is obligated by the terms of a stockholders’ agreement dated 27 February, 2008 between Nasdaq and Borse Dubai, as amended, to nominate and generally use best efforts to cause the election to the Nasdaq Board of Directors of one individual designated by Borse Dubai, subject to certain conditions. H.E. Kazim is the individual designated by Borse Dubai as its nominee. Nasdaq is also obligated by the terms of a stockholders’ agreement dated 16 December, 2010 between Nasdaq and Investor AB to nominate and generally use best efforts to cause the election to The Nasdaq Board of Directors of one individual designated by Investor AB, subject to certain conditions. Mr. Ekholm is the individual designated by Investor AB as its nominee. Except as described in the aforementioned, no special agreements have been made between major shareholders, customers, suppliers or other parties pursuant to which any member of the Board of Directors or Executive Officer has been elected to his or her current position.

Nasdaq has adopted the "Nasdaq Code of Ethics" which contains (amongst other things) certain trading restrictions relating to the Nasdaq securities. Also, some of the Directors and Executive Officers own shares of restricted stock in Nasdaq, which are subject to certain transfer restrictions.

Certain Relationships and Related Transactions

The audit committee of Nasdaq's board of directors has adopted a written policy regarding related party transactions. For purposes of the policy, a “related party” generally includes directors, director nominees, executive officers, greater than 5% stockholders, immediate family members of any of the foregoing, entities that are affiliated with any of the foregoing and Nasdaq's independent auditing firm. Under the policy, all transactions with related parties are subject to ongoing review and approval or ratification by the audit committee.

In determining whether to approve or ratify a related party transaction, the audit committee considers, among other things, the following factors:

• whether the terms of the related party transaction are fair to Nasdaq and whether such terms would be on the same basis if the transaction did not involve a related party;

• whether there are business reasons for Nasdaq to enter into the related party transaction;

• whether the related party transaction would impair the independence of an outside director;

• whether the related party transaction would present a conflict of interest for any director or executive officer of Nasdaq, taking into account:

• the size of the transaction;

• the overall financial position of the director or executive officer;

• the direct or indirect nature of the director’s or executive officer’s interest in the transaction;

• the ongoing nature of any proposed relationship; and

• any other factors deemed relevant;

• whether the related party transaction is material, taking into account:

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• the importance of the interest to the related party;

• the relationship of the related party to the transaction and of related parties to each other;

• the dollar amount involved; and

• the significance of the transaction to Nasdaq investors in light of all the circumstances.

Under the policy, related party transactions that are conducted in the ordinary course of Nasdaq’s business and on substantially the same terms as those prevailing at the time for comparable services provided to unrelated third parties or to Nasdaq’s employees on a broad basis are considered pre-approved by the audit committee.

The following section describes transactions since the beginning of the fiscal year ended 31 December, 2014, in which Nasdaq or any of its subsidiaries was a party, in which the amount involved exceeded USD 120,000 and in which a director, a director nominee, an executive officer or a security holder known to own more than five percent of Nasdaq's common stock or an immediate family member of any of the foregoing had, or will have, a direct or indirect material interest. In accordance with Nasdaq's policy on related party transactions, all of the transactions discussed below, other than those that received pre-approval as discussed above, have been approved or ratified by the audit committee of Nasdaq's board of directors. Other than as set forth below, Nasdaq is not aware of any other potential conflicts of interest.

Borse Dubai

As of March 10, 2015, Borse Dubai owned approximately 17,6% of Nasdaq’s common stock. Nasdaq is obligated by the terms of a stockholders’ agreement with Borse Dubai to nominate and generally use best efforts to cause the election to the Nasdaq Board of Directors of one director designated by Borse Dubai, subject to certain conditions. Essa Kazim, the Chairman of Borse Dubai, has been designated by Borse Dubai as its nominee with respect to the 2015 annual meeting. During the fiscal year ended 31 December, 2014, Borse Dubai or its affiliates paid Nasdaq approximately USD 1.2 million for technology services in the ordinary course of business. Nasdaq and Borse Dubai have agreed that, in consideration for a release by Borse Dubai of certain potential contractual claims, Nasdaq will issue a credit to Borse Dubai in January 2017 for approximately USD 5 million to be applied toward certain technology services provided by Nasdaq after that date.

Investor AB

As of March 10, 2015, Investor AB owned approximately 11.5% of Nasdaq’s common stock. Nasdaq is obligated by the terms of a stockholders’ agreement with Investor AB to nominate and generally use best efforts to cause the election to the Nasdaq Board of Directors one director designated by Investor AB, subject to certain conditions. Börje E. Ekholm, the President and Chief Executive Officer of Investor AB, has been designated by Investor AB as its nominee with respect to the 2015 annual meeting. During the fiscal year ended December 31, 2014, Investor AB or its affiliates paid Nasdaq approximately USD 0.4 million for data products, issuer services and other fees in the ordinary course of business.

Investor AB is an industrial holding company that invests in other companies in the ordinary course of business. One of Investor AB’s portfolio companies is Skandinaviska Enskilda Banken (SEB), a financial services company, which is a lender under Nasdaq’s credit facilities and a customer of Nasdaq. During the fiscal year ended December 31, 2014, Nasdaq paid SEB or its affiliates approximately USD 61.5 million in principal payments, USD 0.4 million in

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interest payments and USD 0.7 million in other banking fees. During the fiscal year ended December 31, 2014, SEB or its affiliates paid Nasdaq approximately USD 8.7 million for transaction services, data products and other fees in the ordinary course of business.

Investor AB’s portfolio companies also include certain companies that are listed on one or more of the exchanges that Nasdaq operates. During the fiscal year ended December 31, 2014, these entities or their affiliates made the following approximate payments to Nasdaq for issuer services, corporate solutions or other services in the ordinary course of business: ABB Ltd. (USD 0.4 million), Astra Zeneca (USD 0.7 million), Atlas Copco AB (USD 0.6 million), Electrolux AB (USD 0.4 million), EQT Corporation (USD 0.2 million), Husqvarna AB (USD 0.2 million), Raptor Pharmaceutical Corp. (USD 0.1 million), Saab AB (USD 0.3 million) and Wärtsilä (USD 0.2 million). In addition, during the fiscal year ended December 31, 2014, Nasdaq paid Projectplace International AB or its affiliates approximately USD 0.2 million for technology services in the ordinary course of business.

Massachusetts Financial Services Company

As of March 10, 2015, Massachusetts Financial Services Company owned approximately 9.0% of Nasdaq’s common stock. During the fiscal year ended December 31, 2014, Massachusetts Financial Services or its affiliates paid us approximately USD 0.3 million for data products in the ordinary course of business.

BlackRock, Inc.

As of March 10, 2015, BlackRock, Inc. owned approximately 6.8% of Nasdaq’s common stock. During the fiscal year ended December 31, 2014, BlackRock or its affiliates paid Nasdaq approximately USD 3.0 million for transaction services in the ordinary course of business.

The Vanguard Group, Inc.

As of March 10, 2015, the Vanguard Group, Inc. owned approximately 5.1% of Nasdaq’s common stock. During the fiscal year ended December 31, 2014, Vanguard or its affiliates paid us approximately USD 1.6 million for data products, corporate solutions and other services, and Nasdaq paid Vanguard or its affiliates USD 0.2 million in connection with the administration of Nasdaq's 401(k) Plan, all in the ordinary course of business.

Silver Lake

Glenn H. Hutchins, one of Nasdaq's directors, is a Co-Founder of Silver Lake. Silver Lake is a private investment firm that invests in other companies in the ordinary course of business. During the fiscal year ended December 31, 2014, Nasdaq engaged in the following transactions with certain of Silver Lake’s portfolio companies or their affiliates.

• Avago paid Nasdaq approximately USD 0.2 million for corporate solutions, in the ordinary course of business.

• Nasdaq paid BlackLine Systems approximately USD 0.2 million for financial software, in the ordinary course of business.

• Dell paid Nasdaq approximately USD 0.2 million for issuer services, and Nasdaq paid Dell USD 8.0 million for computer equipment and related services, in the ordinary course of business.

• Interactive Data Corporation paid Nasdaq approximately USD 13.2 million for data products, in the ordinary course of business.

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• IPC Systems paid Nasdaq approximately USD 0.2 million for transaction services, in the ordinary course of business.

• Mercury Payment Systems paid Nasdaq approximately USD 0.1 million for issuer services and corporate solutions, in the ordinary course of business.

• NXP Semiconductors paid Nasdaq approximately USD 0.2 million for issuer services and corporate solutions, in the ordinary course of business.

• SunGard paid Nasdaq approximately USD 8.2 million for transaction services and data products, in the ordinary course of business.

• Virtu Financial paid Nasdaq approximately USD 28.8 million for transaction services and data products, in the ordinary course of business.

Other Transactions with Entities Affiliated with Nasdaq's Directors

James S. Riepe, a former Nasdaq's director, is a Senior Advisor at T. Rowe Price Group, Inc., which engages in trading and other commercial activities with us. During the fiscal year ended December 31, 2014, T. Rowe Price or its affiliates paid Nasdaq approximately USD 0.4 million for transaction services and data products in the ordinary course of business.

Michael Splinter, one of Nasdaq's directors, is the Executive Chairman of the Board of Directors of Applied Materials, which engages in commercial activities with Nasdaq. During the fiscal year ended December 31, 2014, Applied Materials or its affiliates paid us approximately USD 0.7 million for issuer services.

Auditors

Ernst & Young LLP are the independent auditors with respect to Nasdaq. Ernst & Young LLP's address is 5 Times Square, New York, New York 10036, USA.

Ernst & Young has audited Nasdaq’s financial statements since fiscal year 1986. Main responsible auditor is Raymond J. Mikovits who assumed responsibility for Nasdaq Group Audit on January 1, 2014. Mr Mikovits is 47 years old and a member of the AICPA, NYSSCPAs and SIFMA Financial Management Society. Previously, Joe Link, who is a CPA, registered in the state of New York, was the global coordinating partner responsible for the consolidated audit of Nasdaq for the years ended December 31, 2011, 2012, and 2013.

Ernst & Young LLP is registered with the Public Company Accounting Oversight Board (United States) and a member of the American Institute of Certified Public Accountants.

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9. Additional Information

Shares and share capital

The total number of shares of stock which Nasdaq shall have the authority to issue is 330,000,000, consisting of 30,000,000 shares of preferred stock, par value USD 0.01 per share and 300,000,000 of common stock, par value USD 0.01 per share.1

Common Stock

Out of the authorized capital stock of 300,000,000 common shares, 171,353,778 shares of common stock were issued (excluding unvested restricted common stock) and 174,089,031 shares of common stock were outstanding as of 30 April, 2015, with 2,735,253 shares of common stock held in treasury.

The holders of Nasdaq's common stock are entitled to one vote per share on all matters to be voted upon by the shareholders except that any person (other than any person as may be approved for such an exemption in accordance with Nasdaq's amended and restated certificate of incorporation) will be unable to exercise voting rights in respect of any shares in excess of 5% of the then outstanding shares of Nasdaq's common stock.2

Holders of Nasdaq common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the board of directors out of funds legally available for them. In the event of liquidation, dissolution, or winding up of Nasdaq, the holders of Nasdaq common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding. Nasdaq common stock has no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to Nasdaq common stock. All outstanding shares of Nasdaq common stock are fully paid and non-assessable.

Shares of Nasdaq common stock are primarily registered in book-entry form with the Depositary Trust Company, a member of the U.S. Federal Reserve System, a limited-purpose trust company under New York State banking law and a registered clearing agency with the SEC, which has its principal executive office located at 55 Water Street, New York, New York 10041. The remaining shares of Nasdaq's common stock are registered in certificated form.

Nasdaq has issued restricted shares, which have limitations on resale, primarily in connection with its equity compensation arrangements.

Preferred Stock

The Board of Directors may provide by resolution for the issuance from time to time in one or more series of a maximum of 30,000,000 shares of preferred stock and to fix the powers, preferences, and rights, and the qualifications, limitations, and restrictions thereof, of the preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund provisions, if any, and the number of shares constituting any series or the designation of such series. The issuance of preferred stock could have the effect of decreasing the market price of Nasdaq common stock and could adversely affect the voting and other rights of the holders of Nasdaq common stock.3 At 31 March, 2015 no shares of preferred stock were issued or outstanding.

1 Restated Certificate of Incorporation of The Nasdaq Group, Article 4 2 Restated Certificate of Incorporation of The Nasdaq Group, Article 4 3 Restated Certificate of Incorporation of The Nasdaq Group, Article 4.

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Trading etc.

As of the date of this prospectus, Nasdaq common stock trades on The Nasdaq Stock Market in the United States and on Nasdaq Dubai Limited in the United Arab Emirates, under the symbol "NDAQ". The ISIN code for the Nasdaq common stock is US6311031081. Nasdaq is incorporated under the laws of Delaware. Shares of Nasdaq common stock are denominated in U.S. dollars.

Dividend

Nasdaq must comply with the covenants in Nasdaq's revolving credit facility. Among other things, these covenants restrict Nasdaq's ability to grant liens, incur additional indebtedness, pay dividends and conduct transactions with affiliates. Failure to meet any of the covenant terms of Nasdaq's revolving credit facility could result in an event of default. If an event of default occurs, and Nasdaq is unable to receive a waiver of default, Nasdaq's lenders may increase Nasdaq's borrowing costs, restrict Nasdaq's ability to obtain additional borrowings and accelerate all amounts outstanding. Nasdaq's revolving credit facility allows us to pay cash dividends on Nasdaq's common stock as long as certain leverage ratios are maintained.

Arrangements for Stock Ownership of Employees

Equity Incentive Plan

Nasdaq's Equity Incentive Plan provides for the issuance of Nasdaq's equity securities to its officers and other employees, directors and consultants.

The purposes of The Nasdaq Equity Incentive Plan are to promote the interests of Nasdaq and its stockholders by (i) attracting and retaining key employees, consultants and non-employee directors of Nasdaq and its affiliates; (ii) motivating such individuals by means of performance-related incentives to achieve long-range performance goals, (iii) enabling such individuals to participate in the long-term growth and financial success of Nasdaq and (iv) linking compensation to the long-term interests of stockholders.

The Equity Incentive Plan was originally established effective as of 5 December, 2000 as The Nasdaq Stock Market, Inc. Equity Incentive Plan with an initial term of ten years. The Equity Incentive Plan has been subsequently amended on several occasions, including to rename the Plan as “The NASDAQ OMX Group, Inc. Equity Incentive Plan”.

The shareholders approved the amended and restated Equity Incentive Plan at the annual general meeting of stockholders on 27 May, 2010, for an additional ten-year term. Three amendments have been made to the Equity Incentive Plan since 27 May, 2010. The amendments were made to revise the Equity Incentive Plan’s provisions relating to “share recycling,” performance compensation awards, the treatment of equity awards upon a change in control, increase in number of shares and changes regarding the performance criteria, determination of fair market value, shares available for awards, treatment of performance compensation awards, recoupment policy and stock option rights.

Employee Stock Purchase Plan

Under The Nasdaq Employee Stock Purchase Plan, employees of Nasdaq and its subsidiaries are eligible to participate in the plan at 85.0% of the fair market value of Nasdaq’s common stock on the price calculation date.

The purpose of The Nasdaq Employee Stock Purchase Plan is to provide employees of Nasdaq and its participating affiliates with an opportunity to invest in shares of the Nasdaq’s

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Common stock through periodic offerings financed by payroll deductions and/or lump sum payment contributions.

The ESPP was initially established in 2000, for a ten (10) year term ending in December of 2010. The shareholders approved the amended and restated Employee Stock Purchase Plan at the annual general meeting of stockholders on 27 May, 2010, for an additional ten-year term. Since 27 May, 2010, in order to clarify certain definitions, the ESPP has been amended twice, on 10 June, 2010 and 11 November, 2011.

For further details on the Employee Stock Purchase Plan, please see Section 4 above.

Disputes and Legal Proceedings

As previously disclosed, Nasdaq became a party to several legal and regulatory proceedings in 2012 and 2013 relating to the Facebook IPO that occurred on May 18, 2012. Nasdaq believes that the legal actions filed against Nasdaq are without merit and intend to defend them vigorously. As described in Nasdaq's Annual Report on Form 10-K for the year ended December 31, 2012, Nasdaq are named as a defendant in a consolidated matter captioned In re Facebook, Inc., IPO Securities and Derivative Litigation, MDL No. 2389 (S.D.N.Y.). Nasdaq's appeal of the district court’s order granting in part and denying in part Nasdaq's motion to dismiss the consolidated amended complaint is currently pending in the United States Court of Appeals for the Second Circuit, at No. 14-1457.

In Nasdaq's Quarterly Report on Form 10-Q for the period ended March 31, 2013, Nasdaq identified a demand for arbitration from a member organization seeking indemnification for alleged losses associated with the Facebook IPO. On June 18, 2013, the District Court for the Southern District of New York granted a preliminary injunction enjoining the arbitration, and the member organization appealed the order granting the injunction to the Second Circuit Court of Appeals. On October 31, 2014, the Second Circuit Court of Appeals affirmed the preliminary injunction.

Nasdaq also is named as one of many defendants in City of Providence v. BATS Global Markets, Inc., et al., 14 Civ. 2811 (S.D.N.Y.), which was filed on April 18, 2014 in the United States District Court for the Southern District of New York. The district court appointed lead counsel, who filed an amended complaint on September 2, 2014. The amended complaint names as defendants seven national exchanges, as well as Barclays PLC, which operated a private alternative trading system. On behalf of a putative class of securities traders, the plaintiffs allege that the defendants engaged in a scheme to manipulate the markets through high-frequency trading; the amended complaint asserts claims against us under Section 10(b) of the Exchange Act and Rule 10b-5, as well as under Section 6(b) of the Exchange Act. Nasdaq filed a motion to dismiss the amended complaint on November 3, 2014. In response, the plaintiffs filed a second amended complaint on November 24, 2014, which names the same defendants and alleges essentially the same violations. Nasdaq then filed a motion to dismiss the second amended complaint on January 23, 2015. On January 9, 2015, the court consolidated this case in a multi-district litigation proceeding under the heading In re Barclays Liquidity Cross and High Frequency Trading Litigation, 14-md-02589 (S.D.N.Y). The consolidated cases bring claims against Barclays PLC and Barclays Capital alleging that certain marketing materials about Barclays LX contained false or misleading statements. Although the Providence matter has been consolidated with the Barclays matter, separate motions to dismiss will be filed for each case. Given the preliminary nature of the proceedings, Nasdaq is unable to estimate what, if any, liability may result from this litigation. However, Nasdaq believes the claims to be without merit and intend to litigate them vigorously.

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In addition, Nasdaq is named as one of many exchange defendants in Lanier v. BATS Exchange Inc., et al., 14 Civ. 3745 (S.D.N.Y.), Lanier v. BATS Exchange Inc., et al., 14 Civ. 3865 (S.D.N.Y.), and Lanier v. Bats Exchange Inc., 14 Civ. 3866 (S.D.N.Y.), which were filed between May 23, 2014 and May 30, 2014 in the United States District Court for the Southern District of New York. The plaintiff is the same in each of these cases, and the three complaints contain substantially similar allegations. On behalf of a putative class of subscribers for market data provided by national exchanges, the plaintiff alleges that the exchanges provided data more quickly to certain market participants than to others, supposedly in breach of the exchanges’ plans for dissemination of market data and subscriber agreements executed under those plans. The complaint asserts contractual theories under state law based on these alleged breaches. On September 29, 2014, Nasdaq filed a motion to dismiss the complaints. The court heard oral argument on the motion on January 16, 2015. A decision remains pending. Given the preliminary nature of the proceedings, Nasdaq is unable to estimate what, if any, liability may result from this litigation. However, Nasdaq believes the claims to be without merit and intend to litigate them vigorously.

Except as disclosed above and in prior reports filed under the Exchange Act, Nasdaq is not currently a party to any litigation or proceeding that Nasdaq believes could have a material adverse effect on Nasdaq's business, consolidated financial condition, or operating results. However, from time to time, Nasdaq has been threatened with, or named as a defendant in, lawsuits or involved in regulatory proceedings.

Other Company Information

The legal and commercial name of the issuer is The NASDAQ OMX Group, Inc. and its stock symbol is NDAQ.

Documents available for review

Copies of the Certificate of Incorporation, By-Laws, Marketplace Rules, Corporate Governance Guidelines, Board of Directors Duties and Obligations, Procedures to Report Concerns, Procedures for Communicating with the Board of Directors, Audit Committee Charter, Executive Committee Charter, Nominating & Governance Committee Charter, Management Compensation Committee Charter, Board of Director Code of Conduct and Code of Ethics are available free of charge on Nasdaq’s website at http://ir.nasdaqomx.com/nasdaqomx-group.cfm. Copies may also be obtained, free of charge, by writing to Nasdaq's corporate secretary at the address listed below. Please specify the document that you would like to receive.

Joan C. Conley Senior Vice President and Corporate Secretary

The NASDAQ OMX Group, Inc. 805 King Farm Boulevard

Rockville, MD 20850 Email: [email protected]

Nasdaq files periodic reports (such as Annual Reports, Form 10-K and Quarterly Reports 10Q), proxy statements and other information with the SEC. The public may read and copy any materials Nasdaq files with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at +1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information

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regarding issuers that file electronically with the SEC (such as Nasdaq). The address of that site is http://www.sec.gov.

Nasdaq's website is www.nasdaqomx.com. Nasdaq will make available free of charge on Nasdaq's website, or provide a link to, Nasdaq's Forms 10-K, Forms 10-Q and Forms 8-K and any amendments to these documents, that are filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after Nasdaq electronically file such material with, or furnish it to, the SEC. To access these filings, go to Nasdaq’s website and click on “Investor Relations,” then click on “Financial Information,” then click on “SEC Filings.” Nasdaq uses Nasdaq's website, www.nasdaqomx.com, as a means of disclosing material non-public information and for complying with disclosure obligations under SEC Regulation FD.

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The Board of Directors of The NASDAQ OMX Group, Inc. is responsible for the content of this prospectus. The Board of Directors hereby provides an assurance that all reasonable care has been taken to ensure that the information contained in this prospectus is, as far as the Board of Directors knows, true and that nothing has been omitted that could affect

its meaning.

New York, 27 May 2015

The NASDAQ OMX Group, Inc.

The Board of Directors

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10. Definitions

Throughout this prospectus, unless otherwise specified: "Act" refers to the Securities Exchange Act of 1934, as amended.

"ATS" refers to Alternative Trading Systems.

"CFTC" refers to U.S. Commodity Futures Trading Commission.

"ESPP" or "the Plan" refers to The Nasdaq Employee Stock Purchase Plan.

"FINRA" refers to the Financial Industry Regulatory Authority.

"IPO" refers to Initial Public Offering.

"MiFID" refers to the Markets in Financial Instruments Directive.

"MTF" refers to Multilateral Trading Facility

"Nasdaq Baltic" refers to collectively, Nasdaq Tallinn, Nasdaq Riga and Nasdaq

Vilnius.

"Nasdaq Nordic" refers to collectively, Nasdaq Clearing AB, Nasdaq Stockholm,

Nasdaq Copenhagen, Nasdaq Helsinki and Nasdaq Iceland.

"Nasdaq", "we", "us",

"The Company" and "our" refer to The NASDAQ OMX Group, Inc.

"NASDAQ" refers to The NASDAQ Stock Market, Inc., as that entity operated

prior to the business combination with OMX AB.

"NYSE" refers to the New York Stock Exchange.

"PHLX" refers to the Philadelphia Stock Exchange, Inc. and its

subsidiaries, as that entity operated prior to its acquisition by

Nasdaq.

"OMX AB" refers to OMX AB (publ), as that entity operated prior to the

business combination with Nasdaq.

"SEC" refers to the U.S. Securities and Exchange Commission.

"SEK" or "Swedish Krona" refers to the lawful currency of Sweden.

"SFSA" refers to the Swedish Financial Supervisory Authority.

"The NASDAQ Stock Market"

and "NASDAQ" refers to the registered national securities exchange operated by

The NASDAQ Stock Market LLC.

"USD" refers to the lawful currency of the U.S

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11. The Nasdaq Employee Stock Purchase Plan Appendix C

THE NASDAQ OMX GROUP, INC. EMPLOYEE STOCK PURCHASE PLAN

(as amended and restated May 27, 2010; June 10, 2010 and 11 November, 2011)

SECTION 1. PURPOSE.

The purpose of The NASDAQ OMX Group, Inc. Employee Stock Purchase Plan (the “Plan”) is to provide

employees of The NASDAQ OMX Group, Inc. (the “Company”) and its Participating Affiliates with an

opportunity to invest in shares of the Company’s Common Stock through periodic offerings financed by payroll

deductions and/or lump sum payment contributions.

The Company intends that the Plan, as applicable to Participants employed by the Company and its domestic

Participating Affiliates, qualify as an “employee stock purchase plan” under Section 423 of Code, and the Plan

shall be so construed, although the Company makes no undertaking or representation to maintain such

qualification. In addition, the Company intends for the Plan to be made available to employees of the Company’s

non-U.S. Participating Affiliates; provided, that such portion of this Plan does not qualify under Section 423(b)

of the Code. The Plan therefore consists of two components: a Section 423(b) Plan component and a Non-423(b)

Plan component. Except as otherwise indicated, the Non-423(b) Plan component will operate and be

administered in the same manner as the Section 423(b) Plan component.

The Plan was initially established in 2000, for a ten (10) year term ending in December of 2010. It is hereby

amended and restated, effective as of the Restatement Effective Date, for an additional ten (10) year term

measured from the Restatement Effective Date.

SECTION 2. DEFINITIONS.

As used in the Plan, the following terms shall have the meanings set forth below:

(a) “Affiliate” shall mean (i) a Subsidiary of the Company, (ii) any other entity or Person or group of

Persons that, in the determination of the Committee, is controlled by the Company, (iii) any entity in

which the Company has a significant equity interest as determined by the Committee, and (iv) an

affiliate of the Company, as defined in Rule 12b-2 promulgated under Section 12 of the Exchange Act,

as determined by the Committee.

(b) “Board” shall mean the Board of Directors of the Company.

(c) “Change in Control” shall mean the first to occur of any one of the events set forth in the following

paragraphs:

(i) any “Person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than

(A) the Company, (B) any trustee or other fiduciary holding securities under an employee benefit

plan of the Company, (C) any entity owned, directly or indirectly, by the stockholders of the

Company in substantially the same proportions as their ownership of Shares, and (D) the Financial

Industry Regulatory Authority), is or becomes the “beneficial owner” (as defined in Rule 13d-3

under the Exchange Act), directly or indirectly (not including any securities acquired directly (or

through an underwriter) from the Company or its Affiliates), of 25% or more of the Company’s

then outstanding Shares;

(ii) the following individuals cease for any reason to constitute a majority of the number of directors

then serving on the Board: individuals who, on the effective date (as provided in Section 16(a) of

the Plan), were members of the Board and any new director (other than a director whose initial

assumption of office is in connection with an actual or threatened election contest, including but not

limited to a consent solicitation, relating to the election of directors of the Company) whose

appointment or election by the Board or nomination for election by the Company’s stockholders

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was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in

office who either were directors on the effective date of the Plan or whose appointment, election or

nomination for election was previously so approved or recommended;

(iii) there is consummated a merger or consolidation of the Company with any other corporation or the

Company issues Shares in connection with a merger or consolidation of any direct or indirect

subsidiary of the Company with any other corporation, other than (A) a merger or consolidation that

would result in the Shares of the Company outstanding immediately prior thereto continuing to

represent (either by remaining outstanding or by being converted into voting securities of the

surviving or parent entity) more than 50% of the Company’s then outstanding Shares or 50% of the

combined voting power of such surviving or parent entity outstanding immediately after such

merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of

the Company (or similar transaction) in which no “Person” (as defined below), directly or

indirectly, acquired 25% or more of the Company’s then outstanding Shares (not including any

securities acquired directly (or through an underwriter) from the Company or its Affiliates); or

(iv) the stockholders of the Company approve a plan of complete liquidation of the Company or there is

consummated an agreement for the sale or disposition by the Company of all or substantially all of

the Company’s assets (or any transaction having a similar effect), other than a sale or disposition by

the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the

combined voting power of the voting securities of which are owned directly or indirectly by

stockholders of the Company in substantially the same proportions as their ownership of

the Company immediately prior to such sale.

(d) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

(e) “Committee” shall mean the Management Compensation Committee of the Board, or such other

committee as may be designated by the Board to administer the Plan.

(f) “Company” shall mean The NASDAQ OMX Group, Inc.

(g) “Compensation” shall mean the gross base pay or gross base salary, prior to withholdings and

deductions, paid to an Employee during the applicable pay period. Compensation shall include that

portion of the Employee’s base pay or base salary for a pay period which is contributed on a before-tax

basis at the Employee’s election to the Company’s 401(k) Savings Plan or to a cafeteria plan (within

the meaning of Code section 125) or qualified transportation fringe benefit plan (within the meaning of

Code section 132(f)). Compensation shall exclude overtime, cash bonus payments, relocation expenses,

tax gross ups, referral bonuses, tuition reimbursement, the imputed value of group life insurance, car

allowances, contest earnings, any employer contributions to a 401(k) plan, stock option gains, any

amount included in income in respect of restricted shares, any unpaid deferred cash bonuses or other

similar extraordinary remuneration received by such Employee.

(h) “Eligible Employee” shall mean an Employee who meets the requirements set forth in Section 5 for

eligibility to participate in the Plan. Eligible Employee shall also mean any other Employee of a

Participating Affiliate in the Non-423(b) Plan to the extent that local law requires participation in the

Plan to be extended to such Employee.

(i) “Employee” shall mean any individual who is a regular employee of the Company or of any Participating

Affiliate except (i) employees whose customary employment with the Company is less than 20 hours per

week, (ii) employees whose customary employment is for not more than five (5) months in any calendar

year and (iii) employees who, immediately after a right to purchase is granted, would be deemed for

purposes of Section 423(b)(3) of the Code to own stock possessing five percent (5%) or more of the total

combined voting power or value of all classes of the stock of the Company. For purposes of the Plan, the

employment relationship shall be treated as continuing intact while the individual is on sick leave or other

leave of absence approved by the Company. Where the period of leave exceeds 90 days and the

Employee’s right to reemployment is not guaranteed either by statute or by contract, the employment

relationship shall be deemed to have terminated on the ninety-first day of such leave.

Whether an individual qualifies as an Employee shall be determined by the Committee, in its sole

discretion, by reference to Section 3401(c) of the Code and the regulations thereunder. Unless the

Committee makes a contrary determination, the Employees of the Company shall, for all purposes of

this Plan, be those individuals who satisfy the customary employment criteria set forth above and are

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carried as employees by the Company or a Participating Affiliate for regular payroll purposes.

Notwithstanding the foregoing, Employees of Participating Affiliates designated to participate in the

Non-423(b) Plan shall also mean any other employees of such Participating Affiliates to the extent that

local law requires participation in the Plan to be extended to such employees, as determined by the

Committee.

(j) “Enrollment Date” shall mean the first day of each Offering Period.

(k) “Enrollment Period” shall mean the two-week period immediately preceding the Enrollment Date, or

such other period as may be established by the Committee.

(l) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(m) “Fair Market Value” with respect to the Shares, as of any date, shall mean the fair market value of a

Share as determined by the Committee in its sole discretion; provided that if the Shares are admitted to

trading on a national securities exchange or interdealer quotation system, fair market value shall be the

closing sale price at the regular trading session reported for such share on such exchange on the last day

preceding such date on which sale was reported.

(n) “Maximum Offering” shall mean, with respect to some or all Participants in the Non-423(b) Plan, a

maximum number or value of Shares made available for purchase in a specified country, location or

Participating Affiliate. Such maximum shall be determined by the Committee to comply with the

applicable securities laws, to achieve tax objectives or to meet other Company objectives.

(o) “Non-423(b) Plan” shall mean the component of this Plan which is an employee stock purchase plan

which does not meet the requirements set forth in Section 423(b) of the Code.

(p) “Offering” shall mean the right of Eligible Employees to purchase Shares under the Plan with respect to

an Offering Period.

(q) “Offering Period” shall mean a period of approximately six months duration or other such other

duration as the Committee shall determine, during which a Participant will accumulate funds, through

payroll deductions or otherwise as provided in the Plan to purchase Shares. Offering Periods shall be

established by the Committee in its sole and absolute discretion, and such Offering Periods may have

different durations or different beginning or ending dates; provided, however, that no Offering Period

may have a duration exceeding one year.

(r) “Participant” shall mean an Employee who elects to participate in the Plan by filing an Enrollment

Form (as defined herein), and whose participation in the Plan has not ended as set forth in and pursuant

to Section 6 or Section 8.

(s) “Participating Affiliate” means an Affiliate which has been designated by the Committee in advance of

the Offering Period in question as a corporation whose Eligible Employees may participate in the Plan.

The Committee shall have the power and authority to designate from time to time which Affiliates of

the Company shall be eligible to participate in the Plan, and to designate which Affiliates shall

participate in the Non-423(b) Plan.

(t) “Person” shall mean any individual, corporation, partnership, association, joint-stock company, trust,

unincorporated organization, government or political subdivision thereof or other entity.

(u) “Plan” shall mean this NASDAQ OMX Group, Inc. Employee Stock Purchase Plan, as amended and

restated as of the Restatement Effective Date. The Plan was originally established in 2000. The Plan

includes a Section 423(b) Plan component and a Non-423(b) Plan component, and the term “Plan” as

used herein relates to either or both component plans, as the context requires.

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(v) “Purchase Date” shall mean the date the Plan administrator shall acquire Shares for Participants (which

shall be the last day of the Offering Period, unless otherwise determined by the Committee).

(w) “Restatement Effective Date” shall mean May 27, 2010, subject to approval of the Plan by stockholders at

the annual meeting of stockholders of the Company held on such date.

(x) “SEC” shall mean the U.S. Securities and Exchange Commission or any successor thereto and shall

include the staff thereof.

(y) “Section 423(b) Plan” shall mean the component of this Plan which is intended to meet the requirements

described in Section 423(b) of the Code to qualify as an “employee stock purchase plan” under Section

423 of the Code. The provisions of the Section 423(b) Plan shall be construed, interpreted, administered

and enforced in accordance with Code Section 423(b), as it may amended from time to time, so as to

extend and limit Plan participation in a uniform and nondiscriminatory basis consistent with the

requirements of Code Section 423.

(z) “Shares” shall mean shares of the common stock, USD 0.01 par value, of the Company, or such other

securities of the Company as may be designated by the Committee from time to time.

(aa) “Subsidiary” shall mean a subsidiary of the Company as defined under Section 424(f) of the Code.

SECTION 3. ADMINISTRATION.

(a) Authority of Committee. The Plan shall be administered by the Committee. Subject to the express

provisions of the Plan and applicable law, and in addition to other express powers and authorizations

conferred on the Committee by the Plan, the Committee shall have full power and authority:

(i) to determine when each Offering under this Plan shall occur, and the terms and conditions of each

Offering (which need not be identical);

(ii) to determine the Enrollment Period, the Enrollment Date and the Offering Periods for each

Offering;

(iii) to designate from time to time which domestic Affiliates of the Company shall be eligible to

participate in the Section 423(b) Plan and to designate which non-U.S. Affiliates shall participate in

the Non-423(b) Plan;

(iv) to construe and interpret the Plan and to establish, amend and revoke rules, regulations and

procedures for the administration of the Plan. The Committee may, in the exercise of this power,

correct any defect, omission or inconsistency in the Plan, in such manner and to the extent it may

deem necessary, desirable or appropriate to make the Plan fully effective;

(v) to appoint a Plan administrator, which may be an employee or Affiliate of the Company or may be a

third party administrator;

(vi) generally, to exercise such powers and to perform such acts as the Committee may deem

necessary, desirable or appropriate to promote the best interests of the Company and its

Participating Affiliates and to carry out the intent that the Offerings made under the

Section 423(b) Plan are treated as qualifying under Section 423(b) of the Code; and

(vii) as more fully described in Section 13, to adopt such rules, regulations and procedures as may be

necessary, desirable or appropriate to permit participation in the Non-423(b) Plan by employees

who are foreign nationals or employed outside the United States by a non-U.S. Participating

Affiliate, and to achieve tax, securities laws and other Company compliance objectives in

particular locations outside the United States.

(b) Committee Discretion Binding. Unless otherwise expressly provided in the Plan, all designations,

determinations, interpretations, and other decisions under or with respect to the Plan, shall be within the

sole discretion of the Committee, may be made at any time and shall be final, conclusive, and binding

upon all Persons, including the Company, any Subsidiary, any Participant, any Employee, and any

designated beneficiary.

(c) Delegation. Subject to the terms of the Plan and applicable law, the Committee may delegate to one or

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more officers or managers of the Company or any Subsidiary, or to a committee of such officers or

managers, the authority, subject to such terms and limitations as the Committee shall determine, to

administer the Plan.

(d) No Liability; Indemnification. No member of the Board or Committee shall be liable for any action taken

or determination made in good faith with respect to the Plan. In addition to such other rights of

indemnification as they may have as members of the Board or officers or Employees of the Company or

a Participating Affiliate, members of the Board and Committee and any officers or Employees of the

Company or Participating Affiliate to whom authority to act for the Board or Committee is delegated

shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually

and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection

with any appeal therein, to which they or any of them may be a party by reason of any action taken or

failure to act under or in connection with the Plan, or any right granted hereunder, and against all

amounts paid by them in settlement thereof or paid by them in satisfaction of a judgment in any such

action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such

action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional

misconduct in duties; provided, however, that within sixty (60) days after the institution of such action,

suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense

to handle and defend the same and to retain complete control over the litigation and/or settlement of such

suit, action or proceeding.

SECTION 4. SHARES AVAILABLE FOR AWARDS.

(a) Shares Available. The original number of Shares available to be purchased under the Plan when first

established in 2000 was 2,000,000. Of that number, as of March 15, 2010 approximately 613,905 Shares

remained available for purchase. As of the Restatement Effective Date, an additional 3,500,000 Shares is

authorized for purchase under the Plan. Such available Shares are subject to adjustment as provided in

Section 4(b). The Committee may specify the maximum number of Shares that may be offered in any

particular Offering Period, including without limitation the Maximum Offering with respect to some

or all Participants in the Non-423(b) Plan. Notwithstanding the foregoing, the aggregate number

of Shares which may be purchased in any Offering Period may not exceed the maximum number of

Shares which have been, prior to the Enrollment Date for such Offering Period, reserved for the Plan

and approved by the stockholders of the Company and not previously purchased in any prior Offering

Period. If on a given Purchase Date the number of Shares to be purchased exceeds the number of Shares

then available under the Plan (or the Maximum Offering with respect to the Non-423(b) Plan or any sub-

plan thereof) that may be issued on any given Purchase Date, the Committee shall make a pro-rata

allocation of the Shares available in as nearly a uniform manner as shall be practicable and as it shall

deem equitable. In the event that any Shares reserved for any Offering Period are not purchased therein,

such un-purchased Shares may again be made available for sale under the Plan.

(b) Adjustments. In the event that the Board or the Committee determines that any dividend or other

distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization,

stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination,

repurchase, or exchange of Shares or other securities of the Company, issuance of warrants or other

rights to purchase Shares or other securities of the Company, or other similar corporate transaction or

event that affects the Shares such that an adjustment is determined by the Committee to be appropriate

in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made

available under the Plan, then the Board or Committee shall, in such manner as it deems appropriate,

make such equitable adjustments in the Plan and the then outstanding offerings as it deems necessary

and appropriate, including but not limited to changing the number of Shares reserved under the Plan.

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(c) Source of Shares. Shares which are to be delivered under the Plan may be obtained by the Company

from its treasury, by purchases on the open market, or by issuing authorized but unissued Shares.

Any issuance of authorized but unissued Shares shall be approved by the Board or the Committee.

Authorized but unissued Shares may not be delivered under the Plan if the purchase price thereof is

less than the par value of the Shares.

SECTION 5. ELIGIBILITY.

All Employees (including Employees who are directors) of the Company or of a Participating Affiliate

are eligible to participate in the Plan, in accordance with such rules as may be prescribed from time to time

by the Committee; provided, however, that such rules shall, as applied to the Section 423(b) Plan, neither

permit nor deny participation in the Plan contrary to the requirements of the Code (including, but not

limited to, Section 423(b)(3), (4) and (5) thereof) and regulations promulgated thereunder. During an

Offering Period, no Employee may participate under the Plan if such Employee would own 5% or more of

the outstanding Shares as of the Enrollment Date for such Offering Period. For purposes of the preceding

sentence with respect to the Section 423(b) Plan, the attribution rules of Section 424(d) of the Code shall apply

in determining the Share ownership of an Employee, and Shares which the Employee would be permitted to

purchase under such Offering Period shall be treated as Shares owned by the Employee.

SECTION 6. PARTICIPATION AND OFFERINGS.

(a) The Committee shall establish the Offering Periods and associated Enrollment Periods for Offerings

under this Plan and shall cause the Company to notify all Eligible Employees of such Offerings.

Each Eligible Employee on the Enrollment Date of each Offering Period shall become a Participant

with respect to such Offering Period by filing an Enrollment Form with respect to the Offering

Period as described in paragraph (c) below. The Committee may at any time suspend an Offering

Period if required by law or if the Committee determines in good faith that it is in the best interests

of the Company. Each Offering under the Section 423(b) Plan shall be in such form and shall

contain such terms and conditions as the Committee shall deem appropriate, including compliance

with the requirement of Section 423(b)(5) of the Code that all Eligible Employees shall have the

same rights and privileges for such Offering. The terms and conditions of an Offering shall be

incorporated by reference into the Plan and treated as part of the Plan.

(b) The Committee may from time to time grant or provide for the grant of rights to purchase Shares

under the Non-423(b) Plan. Any such grants under the Non-423(b) Plan will be designated as such

at the time of grant and such grants need not comply with the requirements set forth in Section 423

of the Code.

(c) Eligible Employees may become Participants with respect to an Offering Period by filing with the

Company a form of enrollment (“Enrollment Form”) within the designated Enrollment Period by

such means (which may include electronic transmission) as may be specified by the Committee.

The Enrollment Form shall authorize specified regular payroll deductions or, if a payroll deduction

is not permitted under a statute, regulation, rule of a jurisdiction, or is not administratively feasible,

such other lump-sum payments as may be approved by the Committee. All deductions from pay

will be taken on an after-tax basis. Subject to paragraph (e) below, payroll deductions for such

purpose shall be in 1% increments of Compensation subject to a minimum of 1% and a maximum

deduction of 10% of Compensation per pay period. Notwithstanding the foregoing, in no event

may the sum of a Participant’s regular payroll deductions and (if approved by the Committee)

lump-sum contributions exceed 10% of a Participant’s Compensation for the applicable Offering

Period. Payroll deductions for a Participant with respect to an Offering Period shall begin with the

first payroll period ending on or after the Enrollment Date for the Offering Period, and shall end on

the last payroll period ending before the Purchase Date with respect to the Offering Period, unless

sooner terminated by the Participant as provided in paragraph (h) or Section 8 below (or unless

payroll deductions for a Participant are determined by the Committee to not be feasible in a

jurisdiction outside the United States). An Eligible Employee who does not deliver a properly

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completed Enrollment Form to the Company within the Enrollment Period designated by the

Committee with respect to an Offering Period shall not participate in the Plan for that Offering

Period.

(d) An Eligible Employee must affirmatively enroll as a Participant with respect to an Offering Period

by filing within the Enrollment Period therefore an Enrollment Form. Failure to file the Enrollment

Form within the Enrollment Period with respect to an Offering Period shall disqualify such Eligible

Employee from participating in Plan with respect to that Offering Period. Such failure shall not,

however, prevent such Eligible Employee from filing an Enrollment Form to participate with

respect to a future Offering Period.

(e) Notwithstanding anything else contained herein, no Employee may purchase Shares under the

Section 423 Plan and any other qualified employee stock purchase plan (within the meaning of

Section 423 of the Code) of the Company or its Subsidiaries at a rate which exceeds USD 25,000 of

Fair Market Value of Shares for each calendar year in which a purchase is executed. For purposes of

this Section 6, Fair Market Value shall be determined as of the Enrollment Date with respect to the

applicable Offering Period. The limitation described in this paragraph (e) shall be applied in

accordance with applicable regulations under Section 423(b)(8) of the Code.

(f) The Company and Participating Affiliates will establish Participant recordkeeping accounts for each

Participant who has authorized payroll deductions or contributions pursuant to this Plan. Subject

Section 13, no interest will be credited to such accounts. Such account is established solely for

recordkeeping purposes, and all amounts credited to such account will remain part of the general

assets of the Company or Participating Affiliate (as the case may be), and need not be segregated

from other funds unless otherwise required under local law, as determined by the Committee.

(g) Notwithstanding anything else contained herein, no Employee may purchase during any calendar

year more than 4,000 Shares under the Section 423 Plan and any other qualified employee stock

purchase plan (within the meaning of Section 423 of the Code) of the Company or its Subsidiaries.

The Committee shall administer and construe this annual Share maximum, and is authorized and

empowered to adjust this annual Share maximum with respect to an upcoming calendar year in its

sole discretion, provided such annual Share maximum shall be applied uniformly to all Participants

with respect to such calendar year.

(h) A Participant may, by written notice at any time during the Offering Period, direct the Company to

reduce or increase payroll deductions (or, if the payment for Shares is being made through periodic

cash payments, notify the Company that such payments will be increased, reduced, or terminated),

subject to a maximum of one change per Offering Period, plus, if applicable, the election to

withdraw described in the last sentence of Section 7(b). The Committee may promulgate rules

regarding the time and manner for provision of such written notice, which may include a

requirement that the notice be on file with the Company’s designated office for a reasonable period

before it will be effective with respect to a payroll period.

(i) A Participant may elect to withdraw all of his or her entire account prior to the end of the Offering

Period. Any such withdrawal will terminate such Participant’s participation for the remainder of

the Offering Period. If a Participant withdraws from an Offering Period, he or she is prohibited

from resuming participation in the Plan in the same Offering Period from which he or she has

withdrawn, but may participate in any subsequent Offering, provided he or she remains an Eligible

Employee, by delivering to the Company a new Enrollment Form. The Committee may impose a

requirement that the notice of withdrawal under the Plan be on file with the Company’s designated

office for a reasonable period prior to the Purchase Date with respect to an Offering Period. Upon

such voluntary withdrawal, the Participant’s accumulated payroll deductions which have not been

applied toward the purchase of Shares shall be refunded to the Participant as soon as

administratively feasible and in accordance with the Company’s administrative procedures.

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As of the Purchase Date, the record-keeping account of each Participant shall be totaled. Subject to the

provisions of this paragraph (h), if such account contains sufficient funds to purchase one or more

Shares as of that date, the Employee shall be deemed to have purchased Shares at the price determined

under Section 7 below; such Participant’s account will be charged, on that date, for the amount of the

purchase, and for all purposes under the Plan the Participant shall be deemed to have acquired the Shares

on that date. Fractional shares shall be issued, as necessary. The registrar for the Company will make an

entry on its books and records evidencing that such Shares have been duly issued as of that date;

provided, however, that a Participant may, in the alternative, elect in writing prior thereto to receive a

stock certificate representing the amount of such full Shares acquired, in which case any fractional shares

credited to the Participant shall be settled by a cash payment. Such cash payment shall be equal to the

amount paid by the Participant for the purchase of such fraction. The amount, if any, of each

Participant’s account remaining after the purchase of Shares on the Purchase Date of an Offering shall

be refunded in full to the Participant after such Purchase Date.

(j) As soon as practicable after the Purchase Date, the Plan administrator shall prepare and deliver a report

to each Participant of such Participant’s Plan account setting forth the total payroll deductions or other

contributions accumulated prior to the Purchase Date, the number of Shares purchased, the Purchase

Price for such Shares, the date of purchase and the cash balance, if any, remaining immediately after

such purchase that is to be refunded. The report required by this Section may be delivered in such form

and by such means, including by electronic transmission, as the Company may determine.

SECTION 7. PURCHASE PRICE.

(a) The purchase price of a Share pursuant to a transaction under the Plan shall be the lesser of: (i) 85% of the

Fair Market Value of a Share on the Enrollment Date of the applicable Offering Period, and (ii) 85%

of the Fair Market Value of a Share on the Purchase Date of the applicable Offering Period.

(b) With respect to the Non-423(b) Plan in circumstances where payroll deductions have been taken from a

Participant’s Compensation in a currency other than United States dollars, Shares shall be purchased by

converting the Participant’s account to United States dollars at the exchange rate in effect at the end of

the fifth (5th) business day preceding the Purchase Date, as published by Bloomberg.com if available

or otherwise as determined with respect to a particular jurisdiction by the Committee or its delegate for

this purpose, and such dollar amount shall be used to purchase Shares as of the Purchase Date. The

Committee, or its delegate for such purpose with respect to a particular jurisdiction, shall communicate

the exchange rate to be used to each affected Participant in advance of the Purchase Date so that he or

she may decide whether to purchase the Shares or to withdraw all or part of his or her account prior to the

end of the Offering Period (see Section 6(h)).

SECTION 8. TERMINATION OF EMPLOYMENT.

Upon a Participant’s ceasing to be an Employee of the Company or a Participating Affiliate, for any reason,

he or she shall be deemed to have elected to withdraw from the Plan and the payroll deductions credited to such

Participant’s account during the Offering Period, but not yet been applied to the purchase of Shares, shall be

refunded to the Participant or, in the case of his or her death, to the person’s designated beneficiary or estate as soon

as administratively feasible and in accordance with the Company’s administrative procedures.

SECTION 9. TRANSFERABILITY.

Neither payroll deductions or contributions credited to a Participant’s account nor any rights with regard to the

purchase of Shares under the Plan may be assigned, transferred, pledged, or otherwise disposed of in any way

(other than by will, laws of descent and distribution, or beneficiary designation) by a Participant. Any such attempt

at assignment, transfer, pledge, or other disposition shall be without effect, except that the Company may treat

such act as an election to withdraw funds from an Offering Period in accordance with Section 6(h) hereof.

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SECTION 10. CHANGE IN CONTROL.

Notwithstanding anything in the Plan to the contrary, in the event of a Change in Control of the Company, if

the Committee determines that the operation or administration of the Plan could prevent Participants from

obtaining the benefits intended by the Plan, the Plan may be terminated in any manner deemed by the Committee

to provide equitable treatment to Participants. Equitable treatment may include, but is not limited to, payment to

each Participant of the amount of contributions in such Participant’s account as of the date of the Change in

Control, plus an additional amount determined by (A) calculating the number of full Shares that could have been

purchased for the Participant immediately prior to the Change in Control at the purchase price (determined under

Section 7 at the beginning of the Offering Period (the “Purchase Price”)) and (B) multiplying that number of

Shares by the difference between the Purchase Price per Share and the highest price paid per Share in connection

with the Change in Control of the Company. Notwithstanding the foregoing, any additional amount paid in

connection with the termination of the Plan which constitutes the payment of deferred compensation within the

meaning of Code Section 409A and the regulations thereunder shall be paid with respect to Participants in the Non-

423(b) Plan only to the extent the event constituting the Change in Control qualifies as a “change in ownership” or

“change in effective control” of the Company or a “change in ownership of a substantial portion of the assets” of

the Company, within the meaning of U.S. Treasury Regulation § 1.409A-3(i)(5) or any successor.

SECTION 11. COMPLIANCE WITH SECURITIES LAW AND OTHER APPLICABLE

REQUIREMENTS.

The issuance of Shares under the Plan shall be subject to compliance with all applicable requirements of

federal, state and foreign law with respect to such securities. A purchase of Shares shall not occur if the issuance of

Shares upon such exercise would constitute a violation of any applicable federal, state or foreign securities laws or

other law or regulations or the requirements of any securities exchange or market system upon which the Shares

may then be listed. In addition, no share purchases may occur unless (a) a registration statement under the U.S.

Securities Act of 1933, as amended, shall at the time of purchase be in effect with respect to the Shares issuable, or

(b) in the opinion of legal counsel to the Company, the Shares issuable may be issued in accordance with the terms

of an applicable exemption from the registration requirements of said Act. The inability of the Company to obtain

from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be

necessary to the lawful issuance of any Shares under the Plan shall relieve the Company of any liability in respect

of the failure to issue such Shares as to which such requisite authority shall not have been obtained. If a

registration statement is not effective on the last day of an Offering Period, the Offering Period shall be

extended until the first business day after the effective date of a registration statement; provided however,

that an Offering Period for a Participant in the Non-423(b) Plan who would otherwise be subject to Section 409A

of the Code shall be extended only to the extent that such extension would not cause a violation under Section

409A of the Code. Anything in the foregoing to the contrary notwithstanding, participation under the Non-423(b)

Plan may be suspended, delayed or otherwise deferred for any of the reasons contemplated in this Section 11 only

to the extent such suspension, delay or deferral is permitted under U.S. Treas. Reg. §§ 1.409A-2(b)(7), 1.409A-

1(b)(4)(ii) or successor provisions, or as otherwise permitted under Section 409A of the Code. As a condition to

participating in an Offering, the Company may require the Participant to satisfy any qualifications that may be

necessary or appropriate, to evidence compliance with any applicable law or regulation, and to make any

representation or warranty with respect thereto as may be requested by the Company.

SECTION 12. TAXATION AND WITHHOLDING.

(a) Upon disposition of Shares purchased pursuant to the Plan, the Participant shall pay, or make provision

satisfactory to the Committee for payment of, all tax (and similar) withholding that the Committee

determines, in its discretion, are required due to the acquisition or disposition, including without

limitation any such withholding that the Committee determines in its discretion is necessary to allow the

Company and its Affiliates to claim tax deductions or other benefits in connection with the acquisition

or disposition.

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(b) To effectuate the foregoing, each Participant with respect to the Section 423(b) Plan shall notify the

Company of any disposition of Shares purchased pursuant to the Plan prior to the expiration of the

holding periods set forth in Section 423(a) of the Code.

(c) By participating in the Plan, each Participant authorizes the relevant Participating Affiliate to make

appropriate withholding deductions from the Participant’s compensation, which shall be in addition to

any payroll deductions made pursuant to Section 6, and to pay such amounts to the tax authorities in the

relevant country or countries in order to satisfy any of the above tax liabilities of the Participant under

applicable law.

SECTION 13. RULES FOR FOREIGN JURISDICTIONS.

(a) The Committee may adopt rules or procedures relating to the operation and administration of the Plan to

accommodate the specific requirements of local laws and procedures. Without limiting the generality of

the foregoing, the Committee is specifically authorized to adopt rules and procedures regarding handling

of payroll deductions, payment of interest, conversion of local currency, payroll tax, withholding

procedures and handling of stock certificates which vary with local requirements.

(b) The Committee may also adopt rules, procedures or sub-plans applicable to particular Participating

Affiliates and the jurisdiction(s) to which they are subject, which sub-plans may be designed to be

outside the scope of Code Section 423 and which are intended to comply with the tax, employment

and/or Securities laws of such jurisdiction(s). The rules of such sub-plans may take precedence over other

provisions of this Plan, with the exception of Section 4(a), but unless otherwise superseded by the terms

of such sub-plan, the provisions of this Plan shall govern the operation of such sub-plan. To the extent

inconsistent with the requirements of Section 423, such sub-plan shall be considered part of the Non-

423(b) Plan, and rights granted thereunder shall not be considered to comply with Code Section

423.

SECTION 14. GENERAL PROVISIONS.

(a) Amendments. The Board may, from time to time, alter, amend, suspend, discontinue or terminate the Plan

or any portion thereof; provided, however, that no such action of the Board may, without the requisite

stockholder approval, make any amendment for which stockholder approval is necessary to comply with

any tax or regulatory requirement, including for this purpose, any approval requirement which is a

prerequisite for exemptive relief under Section 16(b) of the Exchange Act or Sections 423 and 424 of the

Code. In addition, the Committee may, from time to time, amend the Plan or any portion thereof, in each

case, to (i) cure any ambiguity or to correct or supplement any provision of the Plan which may be

defective or inconsistent with any other provision of the Plan or (ii) make any other provisions in regard

to matters or questions arising under the Plan which the Committee may deem necessary or desirable

and which, in the judgment of the Committee, is not material; provided, however, that no such

action of the Committee may, without the requisite stockholder approval, make any amendment for

which stockholder approval is necessary to comply with any tax or regulatory requirement, including

for this purpose, any approval requirement which is a prerequisite for exemptive relief under

Section 16(b) of the Exchange Act or Sections 423 and 424 of the Code.

(b) No Right to Employment. Eligibility to participate in this Plan shall not be construed as giving a Participant

the right to be retained in the employment of the Company or any Affiliate. Further, the Company or an

Affiliate may at any time dismiss a Participant from employment, free from any liability or any claim

under the Plan, unless otherwise expressly provided in the Plan.

(c) No Rights as Stockholder. Subject to the provisions of the Plan, no Participant or holder or beneficiary of

any purchase shall have any rights as a stockholder with respect to any Shares to be purchased under the

Plan until he or she has become the holder of such Shares.

(d) Application of Funds. The proceeds received by the Company from the sale of Shares pursuant to

purchases under the Plan will be used for general corporate purposes.

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(e) Severability. If any provision of the Plan becomes or is deemed to be invalid, illegal, or

unenforceable in any jurisdiction or as to any person, or would disqualify the Plan or any

purchase under any law deemed applicable by the Committee, such provision shall be

construed or deemed amended to conform to the applicable laws, or if it cannot be construed

or deemed amended without, in the determination of the Committee, materially altering the

intent of the Plan, such provision shall be stricken as to such jurisdiction, and the remainder

of the Plan shall remain in full force and effect.

(f) Governing Law. The validity, construction, and effect of the Plan and any rules and regulations

relating to the Plan shall be determined in accordance with the laws of the State of Delaware

without giving effect to the conflict of law principles thereof.

(g) Headings. Headings are given to the Sections and subsections of the Plan solely as a

convenience to facilitate reference. Such headings shall not be deemed in any way material

or relevant to the construction or interpretation of the Plan or any provision thereof.

(h) Information Provided to Participants. The Company shall provide financial statements to

Participants at least annually and such other information as may be required by law.

SECTION 15. CODE SECTION 409A.

The Section 423(b) Plan is exempt from the application of Section 409A of the Code. The Non-

423(b) Plan is intended to comply and shall be administered in a manner that is intended to comply

with Section 409A of the Code and shall be construed and interpreted in accordance with such intent. To

the extent that participation in the Plan or the payment, settlement or deferral of purchases under the

Plan is subject to Section 409A of the Code, the participation in the Plan shall be performed in a

manner that will comply with Section 409A of the Code, including the final regulations and other

guidance issued with respect thereto, except as otherwise determined by the Committee. Any provision

of the Non-423(b) Plan that would cause the participation in the Plan and the purchase of Shares

thereunder to fail to satisfy Section 409A of the Code shall be amended to comply with Section 409A

of the Code on a timely basis, which amendment may be made on a retroactive basis, in

accordance with the final regulations and guidance issued under Section 409A of the Code.

Notwithstanding the foregoing, the Company shall have no liability to a Participant or any other party if

any actions taken under the Plan that are intended to be exempt from, or compliant with, Section 409A

of the Code are not so exempt or compliant.

SECTION 16. TERM OF THE PLAN.

(a) Restatement Effective Date. The effective date of this amended and restated Plan is May 27,

2010 (the “Restatement Effective Date”), conditioned upon approval of the Plan by

stockholders at the annual meeting of stockholders of the Company held on such date as

provided in Section 423(b)(2) of the Code and the regulations thereunder.

(b) Expiration Date. Unless earlier terminated pursuant to Section 10 or Section 14(a) above, the

Plan, as amended and restated, shall terminate on the tenth anniversary of the Restatement

Effective Date. Notwithstanding the foregoing, the Plan shall terminate, if earlier, coincident

with the completion of any Offering under which the limitation on the total number of shares

in Section 4(a) above has been reached.

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12. Nasdaq Interim Report for the Quarterly

Period Ended March 31, 2015

NASDAQ OMX GROUP, INC.

FORM 10-Q(Quarterly Report)

Filed 05/06/15 for the Period Ending 03/31/15

Address ONE LIBERTY PLAZANEW YORK, NY 10006

Telephone 2124018700CIK 0001120193

Symbol NDAQSIC Code 6200 - Security & Commodity Brokers, Dealers, Exchanges & Services

Industry Investment ServicesSector Financial

Fiscal Year 12/31

http://www.edgar-online.com© Copyright 2015, EDGAR Online, Inc. All Rights Reserved.

Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

� QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 3 1 , 201 5

OR

� TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 000-32651

The NASDAQ OMX Group, Inc. (Exact name of registrant as specified in its charter)

+1 212 401 8700

(Registrant’s telephone number, including area code)

No changes (Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes � No �

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every

Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes � No �

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller

reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes �

No � Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Table Of Contents

Delaware 52-1165937

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

One Liberty Plaza, New York, New York 10006

(Address of Principal Executive Offices) (Zip Code)

Large accelerated filer � Accelerated filer � Non-accelerated filer � (Do not check if a smaller reporting company) Smaller reporting company �

Class Outstanding at April 28 , 201 5

Common Stock, $.01 par value per share 168 , 61 8 , 071 shares


Form 10-Q For the Quarterly Period Ended March 3 1 , 201 5

INDEX

i

Table Of Contents

PART I. FINANCIAL INFORMATION

Item 1 . Financial Statements (unaudited) 2

Condensed Consolidated Balance Sheets— March 3 1 , 201 5 and December 31, 201 4 2

Condensed Consolidated Statements of Income—Three Month s Ended March 3 1 , 201 5 and 201 4 3

Condensed Consolidated Statements of Comprehensive Income (Loss) — Three Months Ended March 3 1 , 201 5 and 201 4 4

Condensed Consolidated Statements of Cash Flows— Three Months Ended March 3 1 , 201 5 and 201 4 5

Notes to Condensed Consolidated Financial Statements 6

Item 2 . Management’s Discussion and Analysis of Financial Condition and Results of Operations 30

Item 3 . Quantitative and Qualitative Disclosures About Market Risk 4 7

Item 4 . Controls and Procedures 4 9

PART II. OTHER INFORMATION

Item 1 . Legal Proceedings 50

Item 1A. . Risk Factors 51

Item 2 . Unregistered Sales of Equity Securities and Use of Proceeds 51

Item 3 . Defaults U pon Senior Securities 5 2

Item 4 . Mine Safety Disclosures 5 2

Item 5 . Other Information 5 2

Item 6 . Exhibits 5 2

SIGNATURES 5 3

About This Form 10-Q

Throughout this Form 10-Q, unless otherwise specified: • “N asdaq ,” “we,” “us” and “our” refer to The NASDAQ OMX Group, Inc. • “The NASDAQ Stock Market” and “NASDAQ” refer to the registered national securities exchange operated by The NASDAQ

Stock Market LLC. • “ OMX AB ” refers to OMX AB (publ), as that entity operated prior to the business combination with Nasdaq. • “ OMX ” refers to OMX AB (publ) subsequent to the business combination with Nasdaq . • “N asdaq Nordic” refers to collectively , N ASDAQ OMX Clearing AB , N ASDAQ OMX Stockholm AB, N ASDAQ OMX

Copenhagen A/S , N ASDAQ OMX Helsinki Ltd, and N ASDAQ OMX Iceland hf. • “N asdaq Baltic” refers to collectively, N ASDAQ OMX Tallinn AS , N ASDAQ OMX Riga , AS, and N ASDAQ OMX Vilnius

AB . • “N asdaq Nordic Clearing” refers to collectively, the clearing operations conducted through N asdaq Nordic and N asdaq

Commodities. • “ SEK ” or “Swedish Krona” refers to the lawful currency of Sweden.

* * * * * * The following is a non-exclusive list of registered trademarks, registered service marks, or trademarks or service marks of Nasdaq

or its subsidiaries, in the United States and/or other countries or jurisdictions:

ACES®, AGGREGATION, TRANSPARENCY, CONTROL®, AT-TRADE®, AUTO WORKUP®, AXE®, BWISE®, BX VENTURE MARKET®, CCBN®, CONDICO®, DATAXPRESS®, DIRECTORS DESK®, DIRECTORSDESK®, DREAM IT. DO IT. ®, DX®, E (design)®, E SPEED (design)®, E SPEED (stylized)®, ESPEED®, E-SPEED®, ESPEED (stylized) ®, ESPEED ELITE®, E-SPEED FILING®, EVI®, FINQLOUD®, FTEN®, FTEN 'globe' logo®¸ GENIUM®, GLOBE NEWSWIRE®, GX®, INET®, ITCH®¸ KLEOS®, LIQUIDITYXPRESS®, MARKET INTELLIGENCE DESK®, MARKETSITE®, MYMEDIAINFO®, NASDAQ®, NASDAQ - FINANCIAL®, NASDAQ - FINANCIAL INDEX®, NASDAQ BIOTECHNOLOGY INDEX®, NASDAQ CAPITAL MARKET®, NASDAQ COMPOSITE®, NASDAQ COMPOSITE INDEX®, NASDAQ COMPUTER INDEX®, NASDAQ FINANCIAL-100 INDEX®, NASDAQ GLOBAL MARKET®, NASDAQ GLOBAL SELECT MARKET®, NASDAQ INDUSTRIAL INDEX®, NASDAQ INTERACT®, NASDAQ INTERNET INDEX®, 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 ADVANTAGE®, NASDAQ OMX ALPHA INDEXES®, NASDAQ OMX BX®, NASDAQ OMX FUTURES EXCHANGE (& design) ®, NASDAQ OMX GREEN ECONOMY INDEX®, NASDAQ OMX GROUP®, 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 VOLATILITY GUARD®, NASDAQ WORKSTATION II®, NASDAQ-100®, NASDAQ-100 EUROPEAN TRACKER®, NASDAQ-100 INDEX®, NASDAQ-100 INDEX TRACKING STOCK®, NDX®, NFX WORLD CURRENCY FUTURES®, NFX XL®, OMXS30®, PHILADELPHIA STOCK EXCHANGE®, PHLX®, PHLX XL®, PIXL®, PORTAL ALLIANCE®, QQQ®, QTARGET®, QVIEW®, RE-THINK®, RISKXPOSURE®, RX®, SIDECAR®, SIGNALXPRESS®, STRUCTURED LIQUIDITY PROGRAM®, SX®, THE NASDAQ STOCK MARKET®, THE STOCK MARKET FOR THE NEXT 100 YEARS®, TOTAL EQUITY SOLUTION®, TRADE REPORTING DATA STORAGE®, TRADEXAMINER®, TRDS®, TX®, ULTRAFEED®, UNITED CURRENCY OPTIONS MARKET®, VX PROXY®, XDE®

To the extent a name, logo or design does not appear on the above list, such lack of appearance does not constitute a waiver of any intellectual property rights that Nasdaq has established in its product or service names or logos, or in product configurations or designs, all of which rights are expressly reserved.

FINRA® and TRADE REPORTING FACILITY® are registered trademarks of the Financial Industry Regulatory Authority, or FINRA.

All other trademarks and servicemarks used herein are the property of their respective owners.

* * * * * * This Quarterly Report on Form 10-Q includes market share and industry data that we obtained from industry publications and

surveys, reports of governmental agencies and internal company surveys. Industry publications and surveys generally state that the information they contain has been obtained from sources believed to be reliable, but we cannot assure you that this information is accurate or complete. We have not independently verified any of the data from third-party sources nor have we ascertained the underlying economic assumptions relied upon therein. Statements as to our market position are based on the most currently available

ii

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market data. For market comparison purposes, The NASDAQ Stock Market data in this Quarterly Report on Form 10-Q for initial public offerings, or IPOs, is based on data generated internally by us, which includes best efforts underwritings; therefore, the data may not be comparable to other publicly-available IPO data. Data in this Quarterly Report on Form 10-Q for new listings of equity securities on The NASDAQ Stock Market is based on data generated internally by us, which includes best efforts underwritings, issuers that switched from other listing venues , closed-end funds and exchange traded funds, or ETFs. Data in this Quarterly Report on Form 10-Q for IPOs and new listings of equit y securities on the N asdaq Nordic and N asdaq Baltic exchanges also is based on data generated internally by us. IPOs and new listings data is presented as of period end. While we are not aware of any misstatements regarding industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors. We refer you to the “Risk Factors” section in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, and the “Risk Factors” section in our Annual Report on Form 10-K for the fiscal year ended December 31, 201 4 that was filed with th e U.S. Securities and Exchange Commission, or S E C , on February 17 , 201 5 .

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Forward-Looking Statements

The SEC encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This Quarterly Report on Form 10-Q contains these types of statements. Words such as “may,” “will,” “could,” “should,” “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes” and words or terms of similar substance used in connection with any discussion of future expectations as to industry and regulatory developments or business initiatives and strategies, future operating results or financial performance identify forward-looking statements. These include, among others, statements relating to:

Forward-looking statements involve risks and uncertainties. Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include, among others, the following:

Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the uncertainty and any risk related to forward-looking statements that we make. These risk factors are discussed under the caption “Part II. Item 1A. Risk Factors,” in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, and more fully described in the “Risk Factors” section in our Annual Report on Form 10-K for the fiscal year ended December 31, 201 4 that was filed with the SEC on February 17 , 201 5 . You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. You should carefully read this entire Quarterly Report on Form 10-Q, including “Part 1. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the condensed consolidated financial statements and the related notes. Except as required by the federal securities laws, we undertake no obligation to update any forward-looking statement, release publicly any revisions to any forward-looking statements or report the occurrence of unanticipated events. For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 .

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• our 201 5 outlook; • the scope, nature or impact of acquisitions, divestitures, investments or other transactional activities; • the integration of acquired businesses, including accounting decisions relating thereto; • the effective dates for, and expected benefits of, ongoing initiatives, including strategic , restructuring, technology, de-

leveraging and capital return initiatives; • our products and services ; • the impact of pricing changes; • tax matters; • the cost and availability of liquidity; and • any litigation or regulatory or government investigation or action to which we are or could become a party.

• our operating results may be lower than expected; • loss of significant trading and clearing volume, market share , listed companies or other customers ; • economic, political and market conditions and fluctuations, including interest rate and foreign currency risk, inherent in

U.S. and international operations; • government and industry regulation; • our ability to keep up with rapid technological advances and adequately address security risks ; • the performance and reliability of our technology and technology of third parties; • our ability to successfully integrate acquired businesses, including the fact that such integration may be more difficult, time

consuming or costly than expected, and our ability to realize synergies from business combinations and acquisitions; • our ability to continue to generate cash and manage our indebtedness; and • adverse changes that may occur in the securities markets generally.

1

PART 1—FINANCIAL INFORMATION Item 1. Financial Statements.

The NASDAQ OMX Group, Inc. Condensed Consolidated Balance Sheets

(in millions, except share and par value amounts)

See accompanying notes to condensed consolidated financial statements.

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March 31,

2015 December 31,

2014 (unaudited) Assets Current assets:

Cash and cash equivalents $ 328 $ 427 Restricted cash 19 49 Financial investments, at fair value 194 174 Receivables, net 344 389 Deferred tax assets 23 16 Default funds and margin deposits 2,635 2,194 Other current assets 145 151

Total current assets 3,688 3,400 Property and equipment, net 281 292 Non-current deferred tax assets 652 536 Goodwill 5,350 5,538 Intangible assets, net 1,995 2,077 Other non-current assets 276 244 Total assets $ 12,242 $ 12,087 Liabilities Current liabilities:

Accounts payable and accrued expenses $ 207 $ 189 Section 31 fees payable to SEC 82 124 Accrued personnel costs 71 143 Deferred revenue 282 177 Other current liabilities 133 116 Deferred tax liabilities 30 37 Default funds and margin deposits 2,635 2,194

Total current liabilities 3,440 2,980 Debt obligations 2,306 2,313 Non-current deferred tax liabilities 587 626 Non-current deferred revenue 210 215 Other non-current liabilities 154 159 Total liabilities 6,697 6,293 Commitments and contingencies Equity Nasdaq stockholders' equity:

Common stock, $0.01 par value, 300,000,000 shares authorized, shares issued: 171,527,299 at March 31, 2015 and 170,325,304 at December 31, 2014; shares outstanding: 168,927,790 at March 31, 2015 and 168,795,263 at December 31, 2014 2 2 Additional paid-in capital 3,243 3,222 Common stock in treasury, at cost: 2,599,509 shares at March 31, 2015 and 1,530,041 shares at December 31, 2014 (94) (41) Accumulated other comprehensive loss (883) (682)Retained earnings 3,276 3,292

Total Nasdaq stockholders' equity 5,544 5,793 Noncontrolling interests 1 1 Total equity 5,545 5,794

Total liabilities and equity $ 12,242 $ 12,087

2


Condensed Consolidated Statements of Income (Unaudited)

(in millions, except per share amounts)


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Three Months Ended March 31, 2015 2014

Revenues: Market Services $ 539 $ 577 Listing Services 64 58 Information Services 125 123 Technology Solutions 130 140

Total revenues 858 898 Transaction-based expenses: Transaction rebates (261) (285) Brokerage, clearance and exchange fees (90) (84) Revenues less transaction-based expenses 507 529 Operating expenses: Compensation and benefits 147 158 Marketing and advertising 7 8 Depreciation and amortization 34 35 Professional and contract services 33 39 Computer operations and data communications 35 22 Occupancy 21 25 Regulatory 7 7 Merger and strategic initiatives - 28 General, administrative and other 46 23 Restructuring charges 150 -

Total operating expenses 480 345 Operating income 27 184 Interest income 1 2 Interest expense (28) (30) Net income from unconsolidated investees 14 -Income before income taxes 14 156 Income tax provision 5 53 Net income attributable to Nasdaq $ 9 $ 103 Per share information: Basic earnings per share

$ 0.05 $ 0.61

Diluted earnings per share

$ 0.05 $ 0.59 Cash dividends declared per common share

$ 0.15 $ 0.28

3


Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (in millions)


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2015 2014

Net income $ 9 $ 103 Other comprehensive income (loss):

Foreign currency translation gains (losses): Net foreign currency translation losses (314) (12) Income tax benefit 113 8

Total other comprehensive loss, net of tax (201) (4)Comprehensive income (loss) attributable to Nasdaq $ (192) $ 99

4


Condensed Consolidated Statements of Cash Flows (Unaudited) (in millions)


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Three Months Ended March 31, 2015 2014 Cash flows from operating activities: Net income $ 9 $ 103 Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 34 35 Share-based compensation 14 14 Excess tax benefits related to share-based payments (2) (3)Deferred income taxes (55) (10) Non-cash restructuring charges 128 -Non-cash merger and strategic initiatives - 18 Net income from unconsolidated investees (14) -Other reconciling items included in net income 3 4

Net change in operating assets and liabilities, net of effects of acquisition: Receivables, net 36 (42) Other assets 17 (17) Accounts payable and accrued expenses 36 (1)Section 31 fees payable to SEC (42) (8)Accrued personnel costs (67) (58) Deferred revenue 121 128 Other liabilities 13 20

Net cash provided by operating activities 231 183 Cash flows from investing activities: Purchases of trading securities (60) (96) Proceeds from sales and redemptions of trading securities 29 93 Purchases of available-for-sale investment securities (12) (5)Proceeds from sale of available-for-sale investment securities 3 -Capital contribution in equity method investment (30) -Acquisition of businesses, net of cash and cash equivalents acquired (226) -Purchases of property and equipment (24) (31) Other investment activities (6) (7)Net cash used in investing activities (326) (46) Cash flows from financing activities: Payments of debt obligations (25) (146)Proceeds from utilization of credit commitment 100 25 Cash paid for repurchase of common stock (30) -Cash dividends (25) (22) Proceeds received from employee stock activity 6 7 Payments related to employee shares withheld for taxes (24) (21) Excess tax benefits related to share-based payments 2 3 Other financing activities - 1 Net cash provided by (used in) financing activities 4 (153)Effect of exchange rate changes on cash and cash equivalents (8) 2 Net decrease in cash and cash equivalents (99) (14) Cash and cash equivalents at beginning of period 427 398 Cash and cash equivalents at end of period $ 328 $ 384 Supplemental Disclosure Cash Flow Information Cash paid for:

Interest $ 27 $ 36 Income taxes, net of refund $ 18 $ 11

Non-cash investing activities: Cost method investment $ - $ 75

5

The NASDAQ OMX G roup, Inc. Notes to Condensed Consolidated Financial Statements (unaudited)

1. Organization and Nature of Operations We are a leading provider of trading, clearing, exchange technology, regulatory, securities listing, information and public

company services across six continents. Our global offerings are diverse and include trading and clearing across multiple asset classes, access services, data products, financial indexes, capital formation solutions, corporate solutions and market technology products and services. Our technology powers markets across the globe, supporting equity derivatives trading, clearing and settlement, cash equity trading, fixed income trading and many other functions.

We manage, operate and provide our products and services in four business segments: Market Services, Listing Services, Information Services and Technology Solutions.

Market Services Our Market Services segment includes our equity derivative trading and clearing, cash equity trading, fixed income, currency and

commodities trading and clearing , or FICC , and access and broker services businesses. We operate multiple exchanges and other marketplace facilities across several asset classes, including derivatives, commodities, cash equity, debt, structured products and ETFs. 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.

In the U.S., we operate three options exchanges, as well as three cash equity exchanges. The NASDAQ Stock Market, the largest of our cash equities exchanges, is the largest single pool of liquidity for trading U.S.-listed cash equities. We also operate a leading electronic platform for trading of U.S. Treasuries.

In Europe, we operate exchanges in Stockholm (Sweden), Copenhagen (Denmark), Helsinki (Finland), and Iceland, as well as the clearing operations of N asdaq Nordic Clearing. We also operate exchanges in Tallinn (Estonia), Riga (Latvia) and Vilnius (Lithuania) as Nasdaq Baltic. Collectively, Nasdaq Nordic and Nasdaq Baltic offer trading in cash equities and depository receipts, warrants, convertibles, rights, fund units and ETFs, as well as trading and clearing of derivatives and clearing of resale and repurchase agreements. Through Nasdaq First North, our Nordic and Baltic operations also offer alternative marketplaces for smaller companies.

In addition, Nasdaq Commodities operates a power derivatives exchange regulated in Norway and a European carbon exchange. In the U.K., we operate Nasdaq NLX, a London-based multilateral trading venue that offers a range of both short-term interest rate and long-term interest rate euro- and sterling-based listed derivative products.

Through our access services business, we provide market participants with a wide variety of alternatives for connecting to and accessing our markets via a number of different protocols used for quoting, order entry, trade reporting, DROP functionality and connectivity to various data feeds. We also provide co-location services to market participants, whereby firms may lease cabinet space and power to house their own equipment and servers within our data center. Our broker services operations offer technology and customized securities administration solutions to financial participants in the Nordic market.

Listing Services Our Listing Services segment includes our U.S. and European Listing Services businesses. We operate a variety of listing

platforms around the world to provide multiple global capital raising solutions for private and public companies. Our main listing markets are The NASDAQ Stock Market and the Nasdaq Nordic and Nasdaq Baltic exchanges. We also operate The NASDAQ Private Market, LLC, or NPM, a marketplace for private growth companies.

As of March 31, 2015, The NASDAQ Stock Market was home to 2 ,779 listed companies with a combined market capitalization of approximately $8.2 trillion , and in Europe, the Nasdaq Nordic and Nasdaq Baltic exchanges, together with Nasdaq First North, were home to 804 listed companies with a combined market capitalization of approximately $1 .3 trillion .

Information Services Our Information Services segment includes our Data Products and our Index Licensing and Services businesses.

Our Data Products business sells and distributes historical and real-time quote and trade information to market participants and data distributors. Our data products enhance transparency of the market activity within the exchanges that we operate and provide critical information to financial professional and individual investors globally.

Our Index Licensing and Services business develops and licenses Nasdaq branded indexes, associated derivatives, and financial products and also provides custom calculation services for third-party clients. We currently calculate and distribute over 42,000 indexes. We had over $105 billion of assets under management in exchange traded products tracking Nasdaq indexes as of March 31, 2015.

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Technology Solutions Our Technology Solutions segment includes our Corporate Solutions and Market Technology businesses.

Our Corporate Solutions business serves corporate clients, including companies listed on our exchanges. We help organizations manage the two-way flow of information with their key constituents, including their board members and investors, and with clients and the public through our suite of advanced technology, analytics, and consultative services. Our Corporate Solutions business primarily offers products to serve the following key areas: investor relations, public relations, multimedia solutions, and governance. We currently have approximately 10,000 Corporate Solutions clients.

Our Market Technology business is a leading global technology solutions provider and partner to exchanges, clearing organizations, central securities depositories, regulators, banks, brokers and corporate businesses. Our Market Technology business is the sales channel for our complete global offering to other marketplaces.

Market Technology provides 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 marketplace solutions can handle a wide array of assets including cash equities, equity derivatives, currencies, various interest-bearing securities, commodities, energy products and derivatives, and are currently powering more than 70 marketplaces in 50 countries. Market Technology also provides market surveillance services to broker-dealer firms worldwide, as well as enterprise governance, risk management and compliance software solutions.

2. Basis of Presentation and Principles of Consolidation The condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles,

or U.S. GAAP. The condensed consolidated financial statements include the accounts of Nasdaq, its wholly-owned subsidiaries and other entities in which Nasdaq has a controlling financial interest. When we do not have a controlling interest in an entity but exercise significant influence over the entity’s operating and financial policies, such investment is accounted for under the equity method of accounting. We recognize our share of earnings or losses of an equity method investee based on our ownership percentage. As permitted under U.S. GAAP, for certain equity method investments for which financial information is not sufficiently timely for us to apply the equity method of accounting currently, we record our share of the earnings or losses of the investee from the most recently available financial statements on a lag. See “Equity Method Investments,” of Note 6, “Investments,” for further discussion of our equity method investments.

The accompanying condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. These adjustments are of a normal recurring nature. All significant intercompany accounts and transactions have been eliminated in consolidation.

As permitted under U.S. GAAP, certain footnotes or other financial information can be condensed or omitted in the interim condensed consolidated financial statements. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in Nasdaq’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

Certain prior period amounts have been reclassified to conform to the current period presentation.

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

We have evaluated subsequent events through the issuance date of this Quarterly Report on Form 10-Q. See Note 17, “Subsequent Events,” for further discussion.

Income Tax Matters We use the asset and liability method to determine income taxes on all transactions recorded in the condensed consolidated

financial statements. Deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities (i.e., temporary differences) and are measured at the enacted rates that will be in effect when these differences are realized. If necessary, a valuation allowance is established to reduce deferred tax assets to the amount that is more likely than not to be realized.

In order to recognize and measure our unrecognized tax benefits, management determines whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position meets the recognition thresholds, the position is measured to determine the amount of benefit to be recognized in the condensed consolidated financial statements. Interest and/or penalties related to income tax matters are recognized in income tax expense.

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Nasdaq’s income tax provision was $5 million in the first quarter of 2015 compared with $53 million in the first quarter of 2014. The overall effective tax rate was 36% in the first quarter of 2015 and 34% in the first quarter of 2014. The higher effective tax rate in the first quarter of 2015 when compared with the same period in 2014 is primarily due to adjustments related to prior year tax liabilities which resulted in an increase to the tax provision. The effective tax rate may vary from period to period depending on, among other factors, the geographic and business mix of earnings and losses. These same and other factors, including history of pre-tax earnings and losses, are taken into account in assessing the ability to realize deferred tax assets.

Nasdaq and its eligible subsidiaries file a consolidated U.S. federal income tax return and applicable state and local income tax returns and non-U.S. income tax returns. Federal income tax returns for the years 2011 and 2012 are currently under audit by the Internal Revenue Service and we are subject to examination for years 2008 through 2010 and 2013. Several state tax returns are currently under examination by the respective tax authorities for the years 2005 through 201 3 . Non-U.S. tax returns are subject to examination by the respective tax authorities for the years 2008 through 2013. We anticipate that the amount of unrecognized tax benefits at March 31, 2015 will significantly decrease in the next twelve months as we expect to settle certain tax audits. The final outcome of such audits cannot yet be determined. We anticipate that such adjustments will not have a material impact on our consolidated financial position or results of operations.

In the fourth quarter of 2010, we received an appeal from the Finnish Tax Authority challenging certain interest expense deductions claimed by Nasdaq in Finland for the year 2008. The appeal also demanded certain penalties be paid with regard to the company’s tax return filing position. In October 2012, the Finnish Appeals Board disagreed with the company’s tax return filing position for years 2009 through 2011, even though the tax return position with respect to this deduction was previously reviewed and approved by the Finnish Tax Authority. In June 2014, the Finnish Administrative Court also disagreed with the company’s tax return filing position for these years . We have appealed this ruling to the Finnish Supreme Administrative Court and expect to receive a favorable decision. Through March 31, 2015, we have recorded tax benefits of $24 million associated with this filing position. We have paid $35 million to the Finnish tax authorities , which includes $11 million in interest and penalties. We expect the Finnish Supreme Administrative Court to agree with our position, which would result in an expected refund to Nasdaq of $30 million, which reflects the impact of foreign currency translation. If the Finnish Supreme Administrative Court disagrees with our position, we would record tax expense of $30 million, or $0.17 per diluted share.

From 2009 through 2012, we recorded tax benefits associated with certain interest expense incurred in Sweden. Our position is supported by a 2011 ruling we received from the Swedish Supreme Administrative Court. However, under new legislation effective January 1, 2013, limitations are imposed on certain forms of interest expense. Because this legislation is unclear with regard to our ability to continue to claim such interest deductions, Nasdaq filed an application for an advance tax ruling with the Swedish Tax Council for Advance Tax Rulings. In June 2014, we received an unfavorable ruling from the Swedish Tax Council for Advance Tax Rulings. We appealed this ruling to the Swedish Supreme Administrative Court; however the Swedish Supreme Administrative Court has denied our request for a ruling based on procedural requirements. As a result of the Swedish Supreme Administrative Court’s denial to provide a ruling, we will appeal to the Lower Administrative Court. We continue to expect a favorable decision. Since January 1, 2013, we have recorded tax benefits of $35 million, or $0.20 per diluted share, related to this matter. We expect to record recurring quarterly tax benefits of $3 million to $4 million with respect to this issue for the foreseeable future.

Other Tax Matter In December 2012, the Swedish Tax Agency approved our 2010 amended value added tax, or VAT, tax return and we received a

cash refund for the amount claimed. In 2013, we filed amended VAT tax returns for 2011 and 2012, utilizing the same approach which was approved for the 2010 filing. We also utilized this approach in our 2013 and 2014 filings. However, even though the VAT return position was previously reviewed and approved by the Swedish Tax Agency, the Swedish Tax Agency challenged our approach. The revised position of the Swedish Tax Agency was upheld by the Lower Administrative Court during the first quarter of 2015. As a result, in the first quarter of 2015, we reversed the previously recorded benefit of $12 million, based on the court decision. We will appeal the ruling of the Lower Administrative Court to the Court of Appeals.

Recently Announced Accounting Pronouncements In April 2015, the Financial Accounting Standards Board, or FASB , issued Accounting Standards Update , or ASU , 2015-03,

“Simp l ifying the Presentation of Debt Issuance Cost s ,” which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the debt liability rather than as an asset. The recognition and measurement guidance for debt issuance costs is not affected by this new guidance. Debt issuance costs will continue to be amortized as interest expense using the effective interest method. This guidance will be effective for us on January 1, 2016. Early adoption is permitted. The adoption of this guidance will not have a material impact on our consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supersedes the revenue recognition guidance in Accounting Standards Codification, or ASC, 605, “Revenue Recognition.” The new revenue recognition standard sets forth a five-step revenue recognition model to determine when and how revenue is recognized. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in

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an amount that reflects the consideration it expects to receive in exchange for those goods or services. The standard also requires more detailed disclosures. The standard provides alternative methods of initial adoption and will be effective for us on January 1, 2017. Early adoption is not permitted. We are currently assessing the impact that this standard will have on our consolidated financial statements.

3. Restructuring Charges During the first quarter of 2015, we performed a comprehensive review of our processes, businesses and systems in a company-

wide effort to improve performance, cut costs, and reduce spending. In the first quarter of 2015, we also decided to change our company name from The NASDAQ OMX Group, Inc. to Nasdaq, Inc., pending regulatory approval. We currently estimate that we will recognize pre-tax restructuring charges of $182 million, consisting of the rebranding of our trade name, severance, asset impairments, facility-related and other costs. During the three months ended March 31, 2015, we recognized restructuring charges of $150 million, with the remaining amount to be recognized through June 2016. Through this initiative, we expect to generate pre-tax savings in 2015 of approximately $ 17 million and annualized savings of $19 million. Restructuring charges are recorded on restructuring plans that have been committed to by management and are, in part, based upon management's best estimates of future events. Changes to the estimates may require future adjustments to the restructuring liabilities. There were no restructuring charges in the comparable period of 2014.

The following table presents a summary of restructuring charges in the Condensed Consolidated Statements of Income :

Rebranding of Trade Name As noted above, i n connection with our global rebranding initiative, we decided to change our company name from The

NASDAQ OMX Group, Inc. to Nasdaq, Inc., pending regulatory approval. In connection with this action, we decided to discontinue the use of the OMX trade name and recorded a pre-tax, non-cash impairment charge of $119 million because we no longer attribute any material value to the trade name . The impairment charge did not impact the company's consolidated cash flows, liquidity, or capital resources.

Severance Severance, other termination benefits and other associated costs of $ 18 million related to workforce reductions of 199 positions

across our organization. In addition to reduc ing our workforce , we have relocated certain functions to lower cost locations and will continue hiring in these lower cost locations to support the business.

Facilities-related Facility-related costs of $ 3 million pertain ed to the consolidation of leased facilities during the first quarter of 2015 .

Asset Impairments Asset impairment charges of $ 9 million primarily related to fixed assets and capitalized software that were retired during the first

quarter of 2015 .

Restructuring Reserve The following table presents the changes in the restructuring reserve during the three months ended March 31, 2015:

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2015

(in millions) Rebranding of trade name $ 119 Severance 18 Facilities-related 3 Asset impairments 9 Other 1 Total restructuring charges $ 150

Balance

at January 1, 2015 Expense Incurred Cash Payments

Balance at March 31,

2015 (in millions) Severance $ - $ 18 $ (1) $ 17 Facilities-related - 3 (2) 1

Total $ - $ 21 $ (3) $ 18

9

As of March 31, 2015, the majority of the restructuring reserve i s included in other current liabilities in the Condensed Consolidated Balance Sheets and will be paid during the remainder of 2015.

4. Acquisition

We completed the following acquisition in 2015. Financial results are included in our Condensed Consolidated Statements of Income from the date of the acquisition.

Acquisition of Dorsey, Wright & Associates, LLC

On January 30, 2015, we completed the acquisition of Dorsey, Wright & Associates, LLC, or DWA, for $226 million ( $225 million cash paid plus $1 million in working capital adjustments). DWA is a market leader in data analytics, passive indexing and smart beta strategies. We acquired net assets, at fair value, totaling $8 million and recorded a current deferred tax liability of $1 million and a non-current deferred tax liability of $33 million related to differences in the U.S. GAAP and tax basis of our investment in DWA, resulting in total net liabilities acquired of $26 million. DWA is part of our Information Services segment .

Nasdaq used cash on hand and borrowed $100 million under the revolving credit commitment of our current credit facility to fund this acquisition.

Intangible Assets The following table presents the details of the purchased intangible assets acquired in the acquisition of DWA. All purchased

intangible assets with finite lives are amortized using the straight-line method.

Trade Name The DWA trade name is recognized in the industry and carries a reputation for quality. As such, DWA’s reputation and positive

recognition embodied in the trade name is a valuable asset to Nasdaq. The trade name was considered the primary asset acquired in this transaction. In valuing the acquired trade name, we used the income approach, specifically the excess earnings method. The excess earnings method examines the economic returns contributed by the identified tangible and intangible assets of a company, and then isolates the excess return that is attributable to the intangible asset being valued.

A discount rate of 17% was utilized, which reflects the amount of risk associated with the hypothetical cash flows generated by the DWA trade name in the future. In developing a discount rate for the trade name, we estimated a weighted average cost of capital for the overall business and we employed this rate when discounting the cash flows. The resulting discounted cash flows were then tax-effected at a rate of 36.5% , and a discounted tax amortization benefit was added to the fair value of the asset under the assumption that the trade name would be amortized for tax purposes over a period of 15 years.

We estimated the useful life of the trade name to be indefinite. The useful life was based on several factors including the number of years the name has been in service, its popularity within the industry, and our intention to continue its use in the branding of products .

Customer Relationships Customer relationships represent the non-contractual and contractual relationships that DWA has with its customers. The DWA

customer relationships were valued individually for each of DWA’s businesses using the income approach, specifically the with-and-without method. The with-and-without method is commonly used when the cash flows of a business can be estimated with and without the asset in place. The premise associated with this valuation technique is that the value of an asset is represented by the differences in the subject business’ cash flows under scenarios where (a) the asset is present and is used in operations (with); and (b)

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Purchase

Consideration Total Net Assets (Liabilities)

Acquired Purchased Intangible

Assets Goodwill (in millions)

Dorsey, Wright & Associates, LLC $ 226 $ (26) $ 141 $ 111

Estimated Average Remaining Value Useful Life

Intangible assets: (in millions) (in years)

Trade name $ 108 Indefinite Customer relationships 29 15 years Technology 4 5 years Total intangible assets $ 141

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the asset is absent and not used in operations (without). Cash flow differentials are then discounted to present value to arrive at an estimate of fair value for the asset.

We estimated that without current customer relationships, it would take approximately 3-6 years, depending on the business, for the customer base to grow to 100% of current projected revenues. We also made estimates related to compensation levels and other expenses such as sales and marketing that would be incurred as the business was ramped up through the year in which the customer base would be expected to reach the level that currently exists.

A discount rate of 17.5% , which reflects the estimated weighted average cost of capital for the overall business plus a premium of 0.5% reflecting the risk and uncertainty of the cash flows for the customer relationships relative to the overall business, was utilized when discounting the cash flows. The resulting discounted cash flows were then tax-effected at a rate of 36.5% , and a discounted tax amortization benefit was added to the fair value of the asset under the assumption that the customer relationships would be amortized for tax purposes over a period of 15 years.

Based on the historical behavior of the customers and a parallel analysis of the customers using the excess earnings method, we estimated the remaining useful life for the acquired customer relationships to be 15 years.

Technology The fair value of the DWA acquired developed technology was valued using the income approach, specifically the relief from

royalty method, or RFRM. The RFRM is used to estimate the cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset. The royalty rate is applied to the projected revenue over the expected remaining life of the intangible asset to estimate royalty savings. The net after-tax royalty savings are calculated for each year in the remaining economic life of the intangible asset and discounted to present value.

To determine the royalty rate we searched for and identified market transactions and royalty rates for comparable technology. In addition, we performed a profit split analysis that produced a range of royalty rates that were then compared for reasonableness to the royalty rates identified in the market transactions and royalty rates for comparable technology. Profit split theory states that a reasonable market participant would be willing and able to make revenue - based royalty payments of 25 to 30 percent of their operating profit to receive the rights to certain licensable intellectual property necessary for conducting business. Conversely, the owner of such intellectual property would save that amount or be relieved from making those royalty payments. We estimated supportable royalty rates for the technology and selected a pre-tax royalty rate of 15% .

A discount rate of 17% was utilized, which reflects the estimated weighted average cost of capital for the overall business and we employed this rate when discounting the cash flows. The resulting discounted cash flows were then tax-effected at a rate of 36.5% , and a discounted tax amortization benefit was added to the fair value of the asset under the assumption that the technology would be amortized for tax purposes over a period of 15 years.

We have estimated the remaining useful life for the acquired developed technology to be 5 years.

Pro Forma Results and Acquisition-related Costs Pro forma financial results for the acquisition of DWA completed in January 2015 have not been presented since the acquisition

was not material to our financial results. Acquisition-related costs for the acquisition of DWA were immaterial.

5. Goodwill and Purchased Intangible Assets Goodwill

The following table presents the changes in goodwill by business segment during the three months ended March 31, 2015:

The goodwill acquired for Information Services shown above relates to our acquisition of DWA in January 2015. See Note 4,

“Acquisition,” for further discussion.

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Market Services Listing Services Information Services Technology Solutions Total (in millions) Balance at December 31, 2014 $ 3,081 $ 114 $ 1,794 $ 549 $ 5,538 Goodwill acquired - - 111 - 111 Foreign currency translation adjustment (158) (11) (103) (27) (299) Balance at March 31, 2015 $ 2,923 $ 103 $ 1,802 $ 522 $ 5,350

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As of March 31, 2015, the amount of goodwill that is expected to be deductible for tax purposes in future periods is $898 million, of which $525 million is related to our acquisition of certain assets and assum ption of certain liabilities of the eSpeed business, or eSpeed, $273 million is related to our acquisition of the Investor Relations, Public Relations and Multimedia Solutions businesses of Thomson Reuters, or the TR Corporate businesses , and $38 million is related t o our acquisition of DWA.

Goodwill represents the excess of the purchase price over the value assigned to the net tangible and identifiable intangible assets of a business acquired. Goodwill is allocated to our reporting units based on the assignment of the fair values of each reporting unit of the acquired company. We test goodwill for impairment at the reporting unit level annually, or in interim periods if certain events occur indicating that the carrying amount may be impaired, such as changes in the business climate, poor indicators of operating performance or the sale or disposition of a significant portion of a reporting unit. There was no impairment of goodwill for the three months ended March 31, 2015 and 2014 ; however, events such as economic weakness or unexpected significant declines in operating results of a reporting unit may result in goodwill impairment charges in the future.

Purchased Intangible Assets The following table presents details of our total purchased intangible assets, both finite- and indefinite-lived:

Amortization expense for purchased finite-lived intangible assets was $15 million for the three months ended March 31, 2015 and

$ 18 million for the three months ended March 31, 2014.

The estimated future amortization expense (excluding the impact of foreign currency translation adjustment) of purchased finite-lived intangible assets as of March 31, 2015 is as follows:

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March 31, 2015 December 31, 2014

Gross Amount Accumulated Amortization Net Amount

Weighted-Average

Useful Life (in Years) Gross Amount

Accumulated Amortization Net Amount

Weighted-Average

Useful Life (in Years)

(in millions) (in millions)

Finite-Lived Intangible Assets Technology $ 39 $ (18) $ 21 5 $ 35 $ (16) $ 19 5 Customer relationships 1,038 (343) 695 20 1,009 (329) 680 20 Other 5 (3) 2 9 5 (3) 2 9 Foreign currency translation adjustment (138) 39 (99) (94) 26 (68)

Total finite-lived intangible assets $ 944 $ (325) $ 619 $ 955 $ (322) $ 633

Indefinite-Lived Intangible Assets

Exchange and clearing registrations $ 790 $ - $ 790 $ 790 $ - $ 790 Trade names 745 - 745 756 - 756 Licenses 51 - 51 51 - 51 Foreign currency translation adjustment (210) - (210) (153) - (153)

Total indefinite-lived intangible assets $ 1,376 $ - $ 1,376 $ 1,444 $ - $ 1,444

Total intangible assets $ 2,320 $ (325) $ 1,995 $ 2,399 $ (322) $ 2,077

(in millions)

2015 $ 50 2016 66 2017 64 2018 61 2019 47 2020 and thereafter 430 Total $ 718

(1) Represents the estimated amortization to be recognized for the remaining nine months of 2015.

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(1)

Intangible Asset Impairment Charge In connection with our global rebranding initiative, we decided to change our company name from The NASDAQ OMX Group,

Inc. to Nasdaq, Inc., pending regulatory approval. In connection with this action, we decided to discontinue the use of the OMX trade name and recorded a pre-tax, non-cash impairment charge of $ 119 million because we no longer attribute any material value to the trade name . The impairment charge did not impact the company's consolidated cash flows, liquidity, or capital resources. This charge is recorded in restructuring charges in the Condensed Consolidated Statements of Income for the three months ended March 31, 2015.

6. Investments Trading Securities

Trading securities, which are included in financial investments, at fair value in the Condensed Consolidated Balance Sheets, were $ 181 million as of March 31, 2015 and $ 171 million as of December 31, 2014. These securities are primarily comprised of highly rated European government debt securities, of which $ 164 million as of March 31, 2015 and $ 159 million as of December 31, 2014, are assets utilized to meet regulatory capital requirements primarily for our clearing operations at Nasdaq Nordic Clearing.

Equity Method Investments The carrying amounts of our equity method investments totaled $ 67 million as of March 31, 2015 and $25 million as of

December 31, 2014 and are included in other non-current assets in the Condensed Consolidated Balance Sheets. The increase in the first quarter of 2015 was primarily due to our capital contribution of $30 million to The Options Clearing Corporation, or OCC. See below for further discussion. As of March 31, 2015, in addition to our equity method investment in OCC, our equity method investments primarily included equity interests in EuroCCP N.V. and The Order Machine, or TOM. As of December 31, 2014, our equity method investments consisted primarily of our equity interests in EuroCCP N.V. and TOM.

Net i ncome recognized from our equity interest in the earnings and losses of these equity method investments was $14 million for the three months ended March 31, 2015 and was immaterial for the three months ended March 31, 2014. The increase is primarily due to income recognized from our equity method investment in OCC. W e were not able to determine what our share of OCC’s income was for the year ended December 31, 2014 until the first quarter of 2015, when OCC financial statements were made available to us. As a result, we recorded other income of $13 million in the first quarter of 2015 relating to our share of OCC’s income for the year ended December 31, 2014.

Capital Contribution to The Options Clearing Corporation In March 2015, in connection with being designated systemically important by the Financial Stability Oversight Council, OCC

implemented a capital plan under which the options exchanges that are OCC’s stockholders made new capital contributions to OCC, committed to make further capital contributions in the future under certain specified circumstances, and received certain commitments from OCC with respect to future dividend payments and related matters. Certain aspects of the OCC capital plan require approval by the SEC. Under the OCC capital plan, OCC's existing exchange stockholders, including Nasdaq, each contributed a pro-rata share of $150 million in new equity capital. Nasdaq’s capital contribution was $30 million. OCC’s exchange stockholders also committed to provide, as may become necessary from time to time, additional replenishment capital on a pro-rata basis if certain capital thresholds are triggered. For its part, OCC adopted specific policies with respect to fees, customer refunds and stockholder dividends, which envision an annual dividend payment to its stockholders equal to the portion of OCC’s after-tax income that exceeds OCC’s capital requirements after payment of refunds to OCC’s clearing members (with such customer refunds generally to constitute 50% of the portion of OCC’s pre-tax income that exceeds OCC’s capital requirements). After the SEC staff approved the OCC capital plan and the stockholders made their capital contributions, the plan’s further effectiveness was suspended under the applicable SEC rules because certain unrelated parties petitioned the full Commission to recon sider the capital plan’s approval. If the SEC staff’s approval is reversed or the suspension of the capital plan’s effectiveness is not lifted in a timely manner, then the transaction may be reversed and the 2015 capital contributions returned to stockholders.

Cost Method Investments The carrying amounts of our cost method investments totaled $132 million as of March 31, 2015 and $138 million as of

December 31, 2014 and are included in other non-current assets in the Condensed Consolidated Balance Sheets. As of March 31, 2015 and December 31, 2014, our cost method investments represent our 5% ownership interest in Borsa Istanbul and our 5% ownership interest in LCH.Clearnet Group Limited, or LCH.

The Borsa Istanbul shares, which were issued to us in the first quarter of 2014, are part of the consideration to be received under a market technology agreement. This investment has a cost basis of $75 million which is guaranteed to us via a put option negotiated as part of the market technology agreement.

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7. Deferred Revenue Deferred revenue represents consideration received that is yet to be recognized as revenue. At March 31, 2015, we estimate that

our deferred revenue, which is primarily Listing Services and Technology Solutions revenues, will be recognized in the following years:

The changes in our deferred revenue during the three months ended March 31, 2015 and 2014 are reflected in the following table.

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Initial Listing Revenues Listing of Additional

Shares Revenues Annual Renewal and

Other Revenues Technology Solutions

Revenues Total (in millions)

Fiscal year ended: 2015 $ 11 $ 24 $ 166 $ 58 $ 259 2016 13 25 1 29 68 2017 11 16 - 26 53 2018 9 6 - 21 36 2019 7 - - 19 26 2020 and thereafter 3 - - 47 50

$ 54 $ 71 $ 167 $ 200 $ 492

(1) Represents deferred revenue that is anticipated to be recognized over the remaining nine months of 2015. (2) The timing of recognition of our deferred Technology Solutions revenues is primarily dependent upon the completion of

customization and any significant modifications made pursuant to existing Market Technology contracts and the timing of Corporate Solutions subscription-based contracts. As such, as it relates to Market Technology revenues, the timing represents our best estimate.

Initial Listing Revenues Listing of Additional

Shares Revenues Annual Renewal and

Other Revenues Technology Solutions

Revenues Total (in millions) Balance at January 1, 2015 $ 54 $ 78 $ 13 $ 247 $ 392 Additions 4 3 218 161 386 Amortization (4) (10) (63) (192) (269) Translation adjustment - - (1) (16) (17) Balance at March 31, 2015 $ 54 $ 71 $ 167 $ 200 $ 492 Balance at January 1, 2014 $ 41 $ 75 $ 20 $ 158 $ 294 Additions 5 10 181 225 421 Amortization (3) (10) (58) (145) (216) Translation adjustment - - - (1) (1)Balance at March 31, 2014 $ 43 $ 75 $ 143 $ 237 $ 498

(1) The additions and amortization for initial listing revenues, listing of additional shares revenues and annual renewal and other revenues primarily reflect revenues from our U.S. Listing Services business. The additions to Technology Solutions revenues during the three months ended March 31, 2014 include $75 million related to the Borsa Istanbul market technology agreement. See “Cost Method Investments,” of Note 6, “Investments,” for further discussion.

(2) Technology Solutions deferred revenues primarily include revenues from our Market Technology delivered client contracts in the support phase charged during the period and our Corporate Solutions subscription based contracts, which are primarily billed quarterly in advance. For our Market Technology contracts, where customization and significant modifications to the software are made to meet the needs of our customers, total revenues, as well as costs incurred, are deferred until significant modifications are completed and delivered. Once delivered, deferred revenue and the related deferred costs are recognized over the post contract support period. For these Market Technology contracts, we have included the deferral of costs in other current assets and other non-current assets in the Condensed Consolidated Balance Sheets. The amortization of Technology Solutions deferred revenue primarily includes revenues earned from Market Technology client contracts and Corporate Solutions subscription based contracts recognized during the period.

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(2)

(1)

(2)

(1)

(1)

(1)

(1)

8. Debt Obligations The following table presents the changes in the carrying amount of our debt obligations during the three months ended March 31,

2015:

Senior Unsecured Notes 5.55% Senior Unsecured Notes

In January 2010, Nasdaq issued $ 600 million aggregate principal amount of 5.55 % senior notes due 2020, or the 2020 Notes , at a discount. As a result of the discount, the proceeds received from the issuance were less than the aggregate principal amount.

As of March 31, 2015, the balance of $ 599 million for the 2020 Notes reflects the aggregate principal amount, less the unamortized debt discount. The unamortized debt discount will be accreted through interest expense over the life of the 2020 Notes.

The 2020 Notes pay interest semiannually at a rate of 5.55% per annum until January 15, 2020 . The 2020 Notes are general unsecured obligations of ours and rank equally with all of our existing and future unsubordinated obligations. The 2020 Notes are not guaranteed by any of our subsidiaries. The 2020 Notes were issued under indentures that, among other things, limit our ability to consolidate, merge or sell all or substantially all of our assets, create liens, and enter into sale and leaseback transactions.

Debt Issuance Costs We incurred debt issuance and other costs of $5 million in connection with the issuance of the 2020 Notes. These costs, which are

capitalized and included in other non-current assets in the Condensed Consolidated Balance Sheets, are being amortized over the life of this debt obligation. Amortization expense, which is recorded as additional interest expense for these costs, was immaterial for both the three months ended March 31, 2015 and 2014.

5.25% Senior Unsecured Notes In December 2010, Nasdaq issued $ 370 million of 5.25% senior unsecured notes due January 16, 2018 , or the 2018 Notes. The

2018 Notes were issued at a discount. As a result of the discount, the proceeds received from the issuance were less than the aggregate principal amount. As of March 31, 2015, the balance of $ 368 million reflects the aggregate principal amount, less the unamortized debt discount. The unamortized debt discount will be accreted through interest expense over the life of the 2018 Notes.

The 2018 Notes pay interest semiannually at a rate of 5.25 % per annum until January 16, 2018 and such rate may vary with Nasdaq’s debt rating up to a rate not to exceed 7.25 %. The 2018 Notes are general unsecured obligations of ours and rank equally with all of our existing and future unsubordinated obligations. They are not guaranteed by any of our subsidiaries. The 2018 Notes were issued under indentures that among other things, limit our ability to consolidate, merge or sell all or substantially all of our assets, create liens, and enter into sale and leaseback transactions. In addition, upon a change of control triggering event (as defined in the indenture), the terms require us to repurchase all or part of each holder’s notes for cash equal to 101 % of the aggregate principal amount purchased plus accrued and unpaid interest, if any.


capitalized and included in other non-current assets in the Condensed Consolidated Balance Sheets, are being amortized over the

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December 31,

2014 Additions

Payments, Conversions,

Accretion and Other March 31, 2015

(in millions)

5.55% senior unsecured notes due January 15, 2020 (net of discount) $ 599 $ - $ - $ 599

5.25% senior unsecured notes due January 16, 2018 (net of discount) 368 - - 368

3.875% senior unsecured notes due June 7, 2021 (net of discount) 725 - (82) 643

4.25% senior unsecured notes due June 1, 2024 (net of discount) 498 - - 498

$750 million revolving credit commitment due November 25, 2019 (average interest rate of 1.50% for the period January 1, 2015 through March 31, 2015) 123 100 (25) 198

Total long-term debt obligations $ 2,313 $ 100 $ (107) $ 2,306

(1) See “Senior Unsecured Notes” below for further discussion. (2) See “2014 Credit Facility” below for further discussion.

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(1)

(1)

(1)

(1)

(2)

life of this debt obligation. Amortization expense, which is recorded as additional interest expense for these costs, was immaterial for both the three months ended March 31, 2015 and 2014.

3.875% Senior Unsecured Notes In June 2013, Nasdaq issued € 600 million aggregate principal amount of 3.875% senior unsecured notes due June 2021, or the

2021 Notes, at a discount. As a result of the discount, the proceeds received from the issuance were less than the aggregate principal amount. As of March 31, 2015, the balance of $643 million reflects the aggregate principal amount, less the unamortized debt discount. The unamortized debt discount will be accreted through interest expense over the life of the 2021 Notes.

The 2021 Notes pay interest annually at a rate of 3.875% per annum until June 7, 2021 and such rate may vary with Nasdaq’s debt rating up to a rate not to exceed 5.875% . The 2021 Notes are general unsecured obligations of ours and rank equally with all of our existing and future unsubordinated obligations. They are not guaranteed by any of our subsidiaries. The 2021 Notes were issued under indentures that among other things, limit our ability to consolidate, merge or sell all or substantially all of our assets, create liens, and enter into sale and leaseback transactions. In addition, upon a change of control triggering event (as defined in the indenture), the terms require us to repurchase all or part of each holder’s notes for cash equal to 101% of the aggregate principal amount purchased plus accrued and unpaid interest, if any.

The 2021 Notes have been designated as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries. The decrease in the carrying amount of $82 million noted in the “Payments, Conversions, Accretion and Other” column in the table above reflects the translation of the 2021 Notes into U.S. dollars and is recorded in accumulated other comprehensive loss in the Condensed Consolidated Balance Sheets for the three months ended March 31, 2015.


capitalized and included in other non-current assets in the Condensed Consolidated Balance Sheets, are being amortized over the life of this debt obligation. Amortization expense, which is recorded as additional interest expense for these costs, was immaterial for both the three months ended March 31, 2015 and 2014.

4.25% Senior Unsecured Notes In May 2014, Nasdaq issued $500 million of 4.25% senior unsecured notes due June 1, 2024, or the 2024 Notes. The 2024 Notes

were issued at a discount. As a result of the discount, the proceeds received from the issuance were less than the aggregate principal amount. As of March 31, 2015, the balance of $498 million reflects the aggregate principal amount, less the unamortized debt discount. The unamortized debt discount will be accreted through interest expense over the life of the 2024 Notes.

The 2024 Notes pay interest semiannually at a rate of 4.25% per annum until June 1, 2024 and such rate may vary with Nasdaq’s debt rating up to a rate not to exceed 6.25% . The 2024 Notes are general unsecured obligations of ours and rank equally with all of our existing and future unsubordinated obligations. They are not guaranteed by any of our subsidiaries. The 2024 Notes were issued under indentures that among other things, limit our ability to consolidate, merge or sell all or substantially all of our assets, create liens, and enter into sale and leaseback transactions. In addition, upon a change of control triggering event (as defined in the indenture), the terms require us to repurchase all or part of each holder’s notes for cash equal to 101% of the aggregate principal amount purchased plus accrued and unpaid interest, if any.


capitalized and included in other non-current assets in the Condensed Consolidated Balance Sheets, are being amortized over the life of this debt obligation. Amortization expense, which is recorded as additional interest expense for these costs, was immaterial for the three months ended March 31, 2015.

Credit Facilities 2014 Credit Facility

In November 2014, Nasdaq refinanced its existing senior credit facility and entered into a new $750 million senior unsecured five-year credit facility which matures on November 25, 2019, or the 2014 Credit Facility. The 2014 Credit Facility consists of a $750 million revolving credit commitment (with sublimits for non-dollar borrowings, swingline borrowings and letters of credit). In January 2015, we used cash on hand and borrowed $100 million under the revolving credit commitment of the 2014 Credit Facility to fund our acquisition of DWA. See Note 4, “Acquisition ,” for further discussion of the DWA acquisition. In March 2015, we repaid $25 million under the revolving credit commitment of the 2014 Credit Facility.

The loans under the 2014 Credit Facility have a variable interest rate based on either the London Interbank Offered Rate, or LIBOR, or the b ase r ate (as defined in the credit agreement) (or other applicable rate with respect to non-dollar borrowings), plus an

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applicable margin that varies with Nasdaq’s debt rating. The Credit Agreement includes an option for Nasdaq to propose an increase in the available aggregate amount by up to $500 million, subject to the consent of the lenders funding the increase and certain other conditions.

The 2014 Credit Facility contains financial and operating covenants. Financial covenants include an interest expense coverage ratio and a maximum leverage ratio. Operating covenants include limitations on Nasdaq’s ability to incur additional indebtedness, grant liens on assets, enter into affiliate transactions and pay dividends. Our 2014 Credit Facility allows us to pay cash dividends on our common stock. The 2014 Credit Facility also contains customary affirmative covenants, including access to financial statements, notice of defaults and certain other material events, maintenance of business and insurance, and events of default, including cross-defaults to our material indebtedness.

Nasdaq is permitted to repay borrowings under the 2014 Credit Facility at any time in whole or in part, without penalty. We are also required to repay loans outstanding under the 2014 Credit Facility with net cash proceeds from sales of property and assets of Nasdaq and its subsidiaries (excluding inventory sales and other sales in the ordinary course of business) and casualty and condemnation proceeds, in each case subject to specified exceptions and thresholds.

Debt Issuance Costs We incurred debt issuance and other costs of $3 million in connection with the entry into the 2014 Credit Facility. These costs,

which are capitalized and included in other non-current assets in the Condensed Consolidated Balance Sheets, are being amortized over the life of the 2014 Credit Facility. Amortization expense, which is recorded as additional interest expense for these costs, was immaterial for the three months ended March 31, 2015.

Other Credit Facilities In addition to the revolving credit commitment under our 2014 Credit Facility discussed above, we have credit facilities related to

our Nordic clearing operations in order to provide further liquidity and default protection. At March 31, 2015, credit facilities, which are available in multiple currencies, primarily Swedish Krona, totaled $ 179 million in available liquidity, none of which was utilized. At December 31, 2014, credit facilities, which are available in multiple currencies, primarily Swedish Krona, totaled $ 236 million ( $197 million in available liquidity and $39 million for default protection), of which $ 7 million was utilized.

Debt Covenants At March 31, 2015, we were in compliance with the covenants of all of our debt obligations.

9. Employee Benefits U.S. Defined-Benefit Pension and Supplemental Executive Retirement Plans

We maintain non-contributory, defined-benefit pension plans, non-qualified supplemental executive retirement plans, or SERPs, for certain senior executives and post-retirement benefit plans for eligible employees in the U.S., collectively referred to as the Nasdaq Benefit Plans.

Our pension plans and SERPs are frozen. Future service and salary for all participants do not count toward an accrual of benefits under the pension plans and SERPs.

Components of Net Periodic Benefit Cost

The following table sets forth the components of net periodic pension, SERP and post-retirement benefits costs for the Nasdaq Benefit Plans recognized in compensation and benefits expense in the Condensed Consolidated Statements of Income:

Non-U.S. Benefit Plans

Most employees outside the U.S. are covered by local retirement plans or by applicable social laws. Benefits under social laws are generally expensed in the periods in which the costs are incurred. These costs are included in compensation and benefits expense in the Condensed Consolidated Statements of Income and were $5 million for both the three months ended March 31, 2015 and 2014.

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2015 2014

(in millions)

Components of net periodic benefit cost: Interest cost $ 1 $ 2 Expected return on plan assets (1) (1)Recognized net actuarial loss 1 -Net periodic benefit cost $ 1 $ 1

17

U.S. Defined Contribution Savings Plan We sponsor a voluntary defined contribution savings plan, or 401(k) Plan, for U.S. employees. Employees are immediately

eligible to make contributions to the plan and are also eligible for an employer contribution match at an amount equal to 100.0 % of the first 6.0 % of eligible employee contributions. Savings plan expense included in compensation and benefits expense in the Condensed Consolidated Statements of Income was $3 million for the three months ended March 31, 2015 and $2 million for the three months ended March 31, 2014.

Prior to 2015, we had a profit-sharing contribution feature to our 401(k) Plan which allowed eligible U.S. employees to receive employer retirement contributions, or ERCs, when we met our annual corporate goals. In addition, we had a supplemental ERC for select highly compensated employees whose ERCs were limited by the annual Internal Revenue Service compensation limit. In December 2013, we announced changes to the ERC program. In 2014, we reduced the basic ERC contribution for all plan participants and, effective January 1, 2015, the ERC plan was discontinued and no future contributions will be made .

Employee Stock Purchase Plan We have an employee stock purchase plan, or ESPP, under which approximately 2.8 million shares of our common stock have

been reserved for future issuance as of March 31, 2015. Our ESPP allows eligible U.S. and non-U.S. employees to purchase a limited number of shares of our common stock at six -

month intervals, called offering periods, at 85.0 % of the lower of the fair market value on the first or the last day of each offering period. The 15.0 % discount given to our employees is included in compensation and benefits expense in the Condensed Consolidated Statements of Income and was $1 million for both the three months ended March 31, 2015 and 2014.

10. Share-Based Compensation We have a share-based compensation program that provides our board of directors broad discretion in creating employee equity

incentives. Share-based awards, or equity awards, granted under this program include stock options, restricted stock (consisting of restricted stock units), and performance share units, or PSUs. Grants of equity awards are designed to reward employees for their long-term contributions and provide incentives for them to remain with us. For accounting purposes, we consider PSUs to be a form of restricted stock.

Restricted stock is generally time-based and vests over two - to five -year periods beginning on the date of the grant. Stock options are also generally time-based and expire ten years from the grant date. Stock option and restricted stock awards granted prior to 2014 generally included performance-based accelerated vesting features based on achievement of specific levels of corporate performance. If Nasdaq exceeded the applicable performance parameters, the grants vest on the third anniversary of the grant date, if Nasdaq met the applicable performance parameters, the grants vest on the fourth anniversary of the grant date, and if Nasdaq did not meet the applicable performance parameters, the grants vest on the fifth anniversary of the grant date. Beginning in 2014, restricted stock awards granted vest 25% on the second anniversary of the grant date, 25% on the third anniversary of the grant date, and 50% on the fourth anniversary of the grant date. The grant date fair value of restricted stock awards is based on the closing price at the date of grant less the present value of future cash dividends.

PSUs are based on performance measures that impact the amount of shares that each recipient will receive upon vesting. PSUs are granted at the fair market value of our stock on the grant date and compensation cost is recognized over the performance period and, in certain cases, an additional vesting period. For each grant of PSUs, an employee may receive from 0 % to 150 % of the target amount granted, depending on the achievement of performance measures. We report the target number of PSUs granted, unless we have determined that it is more likely than not, based on the actual achievement of performance measures, that an employee will receive a different amount of shares underlying the PSUs, in which case we report the amount of shares the employee is likely to receive.

We also have a performance-based long-term incentive program for our chief executive officer, presidents, executive vice presidents and senior vice presidents that focuses on total shareholder return, or TSR. This program represents 100 % of our chief executive officer’s, presidents’ and executive vice presidents’ long-term stock-based compensation and 50 % of our senior vice presidents’ long-term stock-based compensation. Under the program, each individual receives PSUs with a three -year cumulative performance period that vest at the end of the performance period. Performance will be determined by comparing Nasdaq’s TSR to two peer groups, each weighted 50 %. The first peer group consists of exchange companies, and the second peer group consists of all companies in the Standard & Poor’s 500 Index. Nasdaq’s relative performance ranking against each of these groups will determine the final number of shares delivered to each individual under the program. The payout under this program will be between 0 % and 200 % of the number of PSUs granted and will be determined by Nasdaq’s overall performance against both peer groups. However, if Nasdaq’s TSR is negative for the three-year performance period, regardless of TSR ranking, the payout will not exceed 100% of the number of PSUs granted. We estimate the fair value of PSU’s granted under the TSR program using the Monte Carlo simulation model, as these awards contain a market condition. The following weighted-average assumptions were used to determine the weighted-average fair values of the PSU awards granted under the TSR program for the three months ended March 31, 2015 and 2014:

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Summary of 2015 Equity Awards In March 2015, we granted restricted stock to most active employees. During 2015, certain officers received grants of 595,732

PSUs. Of these PSUs granted, 416,380 units are subject to the performance measures and vesting schedules of the TSR program as discussed above, and the remaining 179,352 units are subject to a one-year performance period and generally vest ratably on an annual basis from December 31, 2016 through December 31, 2018. See “Summary of Restricted Stock and PSU Activity” below for further discussion.

During 2014, certain grants of PSUs with a one-year performance period exceeded the applicable performance parameters. As a result, an additional 21,429 units were considered granted in the first quarter of 2015.

Certain grants of PSUs that were issued in 2012 under the TSR program with a three-year performance period exceeded the applicable performance parameters. As a result, an additional 224,805 units were considered granted in the first quarter of 2015.

Common Shares Available Under Our Equity Plan As of March 31, 2015, we had approximately 6.5 million shares of common stock authorized for future issuance under Nasdaq’s

Equity Incentive Plan.

Summary of Share-Based Compensation Expense The following table shows the total share-based compensation expense resulting from equity awards and the 15.0 % discount for

the ESPP for the three months ended March 31, 2015 and 2014 in the Condensed Consolidated Statements of Income:

Summary of Stock Option Activity A summary of stock option activity for the three months ended March 31, 2015 is as follows:

We received net cash proceeds of $6 million from the exercise of 232,459 stock options during the three months ended March 31, 2015 and received net cash proceeds of $ 7 million from the exercise of 367,115 stock options during the three months ended March 31, 2014. We present excess tax benefits from the exercise of stock options, if any, as financing cash flows.

The aggregate intrinsic value in the above table represents the total pre-tax intrinsic value (i.e., the difference between our closing stock price on March 31, 2015 of $ 50.94 and the exercise price, times the number of shares) based on stock options with an exercise price less than Nasdaq’s closing price of $50.94 as of March 31, 2015, which would have been received by the option holders

Table Of Contents Three Months Ended March 31, 2015 2014 Weighted-average risk free interest rate 0.81% 0.79% Expected volatility 21.5% 29.1% Grant date share price $ 50.94 $ 36.94 Annual dividend $ 0.60 $ 0.60 Weighted-average fair value at grant date $ 64.03 $ 43.13

(1) We use historic volatility for PSU awards issued under the TSR program, as implied volatility data could not be obtained for all the companies in the peer groups used for relative performance measurement within the TSR program.

Three Months Ended March 31, 2015 2014 (in millions)

Share-based compensation expense before income taxes $ 14 $ 14 Income tax benefit (6) (6)Share-based compensation expense after income taxes $ 8 $ 8

Number of Stock

Options Weighted-Average

Exercise Price

Weighted-Average Remaining Contractual

Term Aggregate Intrinsic

Value (in years) (in millions) Outstanding at January 1, 2015 3,316,782 $ 27.56 3.77 $ 68 Exercised (232,459) 25.78 Outstanding at March 31, 2015 3,084,323 $ 27.69 3.46 $ 72 Exercisable at March 31, 2015 3,084,323 $ 27.69 3.46 $ 72

(1) No stock option awards were granted during the three months ended March 31, 2015.

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had the option holders exercised their stock options on that date. This amount can change based on the fair market value of our common stock. The total number of in-the-money stock options exercisable as of March 31, 2015 was 3.1 million.

As of March 31, 2014, 4.5 million outstanding stock options were exercisable and the weighted-average exercise price was $ 25.72 .

The total pre-tax intrinsic value of stock options exercised was $5 million for the three months ended March 31, 2015 and $7 million for the three months ended March 31, 2014.

Total fair value of stock options vested was $11 million for the three months ended March 31, 2014.

Summary of Restricted Stock and PSU Activity The following table summarizes our restricted stock and PSU activity for the three months ended March 31, 2015:

At March 31, 2015, $ 132 million of total unrecognized compensation cost related to restricted stock and PSUs is expected to be

recognized over a weighted-average period of 1.8 years.

11. Nasdaq Stockholders’ Equity Common Stock

At March 31, 2015, 300,000,000 shares of our common stock were authorized, 171,527,299 shares were issued and 168,927,790 shares were outstanding. The holders of common stock are entitled to one vote per share, except that our certificate of incorporation limits the ability of any person to vote in excess of 5.0 % of the then-outstanding shares of Nasdaq common stock.

Common Stock in Treasury, at Cost We account for the purchase of treasury stock under the cost method with the shares of stock repurchased reflected as a reduction

to Nasdaq stockholders’ equity and included in common stock in treasury, at cost in the Condensed Consolidated Balance Sheets. When treasury shares are reissued, they are recorded at the average cost of the treasury shares acquired. We held 2,599,509 shares of common stock in treasury as of March 31, 2015 and 1,530,041 shares as of December 31, 2014.

Share Repurchase Program In the third quarter of 2012, our board of directors authorized the repurchase of up to $ 300 million of our outstanding common

stock and in the fourth quarter 2014, our board of directors authorized the repurchase of up to an additional $500 million of our outstanding common stock under our share repurchase program.

These purchases may be made from time to time at prevailing market prices in open market purchases, privately-negotiated transactions, block purchase techniques or otherwise, as determined by our management. The purchases are funded from existing cash balances. The share repurchase program may be suspended, modified or discontinued at any time.

During the first three months of 2015, we repurchased 599,951 shares of our common stock at an average price of $50.08 , for an aggregate purchase price of $30 million. Most shares repurchased under the share repurchase program are retired and cancelled, and the remaining shares are available for general corporate purposes. As of March 31, 2015, the remaining amount authorized for share repurchases under the program was $ 507 million. Other Repurchases of Common Stock

During the three months ended March 31, 2015, we repurchased 469,517 shares of our common stock in settlement of employee tax withholding obligations due upon the vesting of restricted stock.

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Restricted Stock PSUs

Number of Awards Weighted-Average Grant

Date Fair Value Number of Awards Weighted-Average Grant

Date Fair Value

Unvested balances at January 1, 2015 3,193,230 $ 30.99 2,212,607 $ 32.69 Granted 747,958 49.22 841,966 49.16 Vested (132,157) 26.94 (837,109) 22.50 Forfeited (71,543) 32.37 (37,947) 35.77 Unvested balances at March 31, 2015 3,737,488 $ 33.74 2,179,517 $ 44.81

(1) Primarily reflects our company-wide equity grant issued in March 2015, as discussed above. (2) PSUs granted in 2015 reflect awards issued to certain officers, as described above.

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Cash Dividends on Common Stock During the three months ended March 31, 2015, our board of directors declared the following cash dividends:

In April 2015, the board of directors declared a regular quarterly cash dividend of $ 0.25 per share on our outstanding common stock , reflecting a 67% increase from our prior quarterly cash dividend of $0.15 . The dividend is payable on June 26, 2015 to shareholders of record at the close of business on June 12, 2015 . Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to approval by the board of directors.

12. Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share:

Stock options to purchase 3,084,323 shares of common stock and 5,917,005 shares of restricted stock and PSUs were outstanding at March 31, 2015. For the three months ended March 31, 2015, we included all of the outstanding stock options and 4,573,314 shares of restricted stock and PSUs in the computation of diluted earnings per share, on a weighted-average basis, as their inclusion was dilutive. The remaining shares of restricted stock and PSUs are antidilutive, and as such, they were properly excluded.

Stock options to purchase 4,532,006 shares of common stock and 5,938,944 shares of restricted stock and PSUs were outstanding at March 31, 2014. For the three months ended March 31, 2014, we included 4,398,297 of the outstanding stock options and 4,262,190 shares of restricted stock and PSUs in the computation of diluted earnings per share, on a weighted-average basis, as their inclusion was dilutive. The remaining stock options and shares of restricted stock and PSUs are antidilutive, and as such, they were properly excluded. 13. Fair Value of Financial Instruments Fair Value Measurement—Definition and Hierarchy

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability, or the exit price, in an orderly transaction between market participants at the measurement date. Fair value measurement establishes a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect Nasdaq’s market assumptions. These two types of inputs create the following fair value hierarchy:

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Declaration Date Dividend Per

Common Share Record Date Total Amount Payment Date

(in millions)

January 29, 2015 $ 0.15 March 13, 2015 $ 25 March 27, 2015

(1) This amount was recorded in retained earnings in the Condensed Consolidated Balance Sheets at March 31, 2015.


2015 2014

(in millions, except share and per share amounts)

Numerator: Net income attributable to common shareholders $ 9 $ 103 Denominator: Weighted-average common shares outstanding for basic earnings per share 168,985,956 169,595,951 Weighted-average effect of dilutive securities:

Employee equity awards 3,691,163 4,070,605 Weighted-average common shares outstanding for diluted earnings per share 172,677,119 173,666,556 Basic and diluted earnings per share: Basic earnings per share $ 0.05 $ 0.61 Diluted earnings per share $ 0.05 $ 0.59

• Level 1—Quoted prices for identical instruments in active markets. • Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets

that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. • Level 3—Instruments whose significant value drivers are unobservable.

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(1)

This hierarchy requires the use of observable market data when available.

There were no transfers between Level 1 and Level 2 of the fair value hierarchy as of March 31, 2015 and December 31, 2014. The following table presents for each of the above hierarchy levels, our financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2015 and December 31, 2014.

Financial Instruments Not Measured at Fair Value on a Recurring Basis Some of our financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate

fair value due to their liquid or short-term nature. Such financial assets and financial liabilities include: cash and cash equivalents, restricted cash, receivables, net, certain other current assets, accounts payable and accrued expenses, Section 31 fees payable to SEC, accrued personnel costs, and certain other current liabilities.

In addition, our investment s in OCC , EuroCCP N.V. and TOM are accounted for under the equity method of accounting and our investments in LCH and Borsa Istanbul are carried at cost. See “Equity Method Investments” and “Cost Method Investments” of Note 6, “Investments,” for further discussion.

We also consider our debt obligations to be financial instruments. The fair value of our debt, utilizing discounted cash flow analyses for our floating rate debt and prevailing market rates for our fixed rate debt, was $ 2.5 billion at both March 31, 2015 and December 31, 2014. The discounted cash flow analyses are based on borrowing rates currently available to us for debt with similar terms and maturities. Our fixed rate and our floating rate debt is categorized as Level 2 in the fair value hierarchy. For further discussion of our debt obligations, see Note 8, “Debt Obligations.”

14. Clearing Operations Nordic Clearing

Nasdaq Nordic Clearing is authorized and supervised as a European multi-asset clearinghouse by the Swedish Financial Supervisory Authority, or SFSA, and is authorized to conduct clearing operations in Norway by the Norwegian Ministry of Finance. The clearinghouse acts as the central counterparty, or CCP, for exchange and over-the-counter , or OTC, trades in equity derivatives, fixed income derivatives, power derivatives, carbon derivatives, resale and repurchase contracts, freight derivatives, and seafood derivatives.

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March 31, 2015 Total Level 1 Level 2 Level 3 (in millions)

Financial Assets Measured at Fair Value on a Recurring Basis Financial investments, at fair value $ 194 $ 181 $ 13 $ -Default fund and margin deposit investments 2,494 692 1,802 -

Total $ 2,688 $ 873 $ 1,815 $ - December 31, 2014 Total Level 1 Level 2 Level 3 (in millions)

Financial Assets Measured at Fair Value on a Recurring Basis

Financial investments, at fair value

$ 174 $ 171 $ 3

$ - Default fund and margin deposit investments

2,148 664 1,484

-

Total

$ 2,322 $ 835 $ 1,487

$ -

(1) As of March 31, 2015 and December 31, 2014, Level 1 financial investments, at fair value were primarily comprised of trading securities, mainly highly rated European government debt securities. Of these securities, $164 million as of March 31, 2015 and $159 million as of December 31, 2014 are assets utilized to meet regulatory capital requirements, primarily for the clearing operations of Nasdaq Nordic Clearing. As of March 31, 2015 and December 31, 2014, Level 2 financial investments, at fair value were primarily comprised of available-for-sale investment securities in short-term commercial paper.

(2) Default fund and margin deposit investments include cash contributions invested by Nasdaq Nordic Clearing, in accordance with its investment policy, either in highly rated European, and to a lesser extent, U.S. government debt securities or reverse repurchase agreements with highly rated government debt securities as collateral. Of the total balance of $2,635 million recorded in the Condensed Consolidated Balance Sheets as of March 31, 2015, $692 million of cash contributions have been invested in highly rated European, and to a lesser extent, U.S. government debt securities and $1,802 million of cash contributions have been invested in reverse repurchase agreements. The remainder of this balance is held in cash. Of the total balance of $2,194 million recorded in the Condensed Consolidated Balance Sheets as of December 31, 2014, $664 million of cash contributions have been invested in highly rated European, and to a lesser extent, U.S. government debt securities and term deposits and $1,484 million of cash contributions have been invested in reverse repurchase agreements. The remainder of this balance was held in cash.

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(1)

(2)

Through our clearing operations in the financial markets, which include the resale and repurchase market, the commodities markets, and the seafood market, Nasdaq Nordic Clearing is the legal counterparty for, and guarantees the fulfillment of, each contract cleared. These contracts are not used by Nasdaq Nordic Clearing for the purpose of trading on its own behalf. As the legal counterparty of each transaction, Nasdaq Nordic Clearing bears the counterparty risk between the purchaser and seller in the contract. In its guarantor role, Nasdaq Nordic Clearing has precisely equal and offsetting claims to and from clearing members on opposite sides of each contract, standing as an intermediary on every contract cleared. In accordance with the rules and regulations of Nasdaq Nordic Clearing, clearing members’ open positions are aggregated to create a single portfolio for which default fund and margin collateral requirements are calculated. See “Default Fund Contributions” and “Margin Deposits” below for further discussion of Nasdaq Nordic Clearing’s default fund and margin requirements.

Nasdaq Nordic Clearing maintains four member sponsored default funds: one related to financial markets, one related to commodities markets, one related to the seafood market, and a mutualized fund. Under this structure, Nasdaq Nordic Clearing and its clearing members must contribute to the total regulatory capital related to the clearing operations of Nasdaq Nordic Clearing. This structure applies an initial separation of default fund contributions for the financial, commodities and seafood markets in order to create a buffer for each market’s counterparty risks. Simultaneously, a mutualized default fund provides capital efficiencies to Nasdaq Nordic Clearing members with regard to total regulatory capital required. See “Default Fund Contributions” below for further discussion of Nasdaq Nordic Clearing’s default fund. Power of assessment and a liability waterfall also have been implemented. See “Power of Assessment” and “Liability Waterfall” below for further discussion. These requirements ensure the alignment of risk between Nasdaq Nordic Clearing and its clearing members.

Default Fund Contributions and Margin Deposits As of March 31, 2015, clearing member default fund contributions and margin deposits were as follows:

Default Fund Contributions

Contributions made to the default funds are proportional to the exposures of each clearing member. When a clearing member is active in more than one market, contributions must be made to all markets’ default funds in which the member is active. Clearing members’ eligible contributions may include cash and non-cash contributions. Cash contributions received are held in cash or invested by Nasdaq Nordic Clearing, in accordance with its investment policy, either in highly rated government debt securities or reverse repurchase agreements with highly rated government debt securities as collateral. Clearing members’ cash contributions are included in default funds and margin deposits in the Condensed Consolidated Balance Sheets as both a current asset and a current liability. Non-cash contributions include highly rated government debt securities that must meet specific criteria approved by Nasdaq Nordic Clearing. Non-cash contributions are pledged assets that are not recorded in the Condensed Consolidated Balance Sheets as Nasdaq Nordic Clearing does not take legal ownership of these assets and the risks and rewards remain with the clearing members. These balances may fluctuate over time due to changes in the amount of deposits required and whether members choose to provide cash or non-cash contributions. Assets pledged are held at a nominee account in Nasdaq Nordic Clearing’s name for the benefit of the clearing members and are immediately accessible by Nasdaq Nordic Clearing in the event of a default. In addition to clearing members’ required contributions to the default funds, Nasdaq Nordic Clearing is also required to contribute capital to the default funds and overall regulatory capital as specified under its clearinghouse rules. As of March 31, 2015, Nasdaq Nordic Clearing committed capital totaling $ 126 million to the member sponsored default funds and overall regulatory capital, in the form of government debt securities, which are recorded as financial investments, at fair value in the Condensed Consolidated Balance Sheets. The combined regulatory capital of the clearing members and Nasdaq Nordic Clearing will serve to secure the obligations of a clearing member and may be used to cover losses sustained by a clearing member in the event of a default.

Margin Deposits Nasdaq Nordic Clearing requires all clearing members to provide collateral, which may consist of cash and non-cash

contributions, to guarantee performance on the clearing members’ open positions, or initial margin. In addition, clearing members must also provide collateral to cover the daily margin call as needed, which is in addition to the initial margin. See “Default Fund Contributions” above for further discussion of cash and non-cash contributions.

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March 31, 2015 Cash Contributions Non-Cash Contributions Total Contributions (in millions) Default fund contributions $ 282 $ 75 $ 357 Margin deposits 2,353 5,269 7,622 Total $ 2,635 $ 5,344 $ 7,979

(1) As of March 31, 2015, in accordance with its investment policy, Nasdaq Nordic Clearing has invested cash contributions of $ 1,802 million in reverse repurchase agreements and $692 million in highly rated European, and to a lesser extent , U.S. government debt securities. The remainder of this balance is held in cash.

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Nasdaq Nordic Clearing maintains and manages all cash deposits related to margin collateral. All risks and rewards of collateral ownership, including interest, belong to Nasdaq Nordic Clearing. These cash deposits are recorded in default funds and margin deposits in the Condensed Consolidated Balance Sheets as both a current asset and current liability. Pledged margin collateral is not recorded in our Condensed Consolidated Balance Sheets as all risks and rewards of collateral ownership, including interest, belong to the counterparty. Assets pledged are held at a nominee account in Nasdaq Nordic Clearing’s name for the benefit of the clearing members and are immediately accessible by Nasdaq Nordic Clearing in the event of a default.

Nasdaq Nordic Clearing marks to market all outstanding contracts and requires payment from clearing members whose positions have lost value. The mark-to-market process helps identify any clearing members that may not be able to satisfy their financial obligations in a timely manner allowing Nasdaq Nordic Clearing the ability to mitigate the risk of a clearing member defaulting due to exceptionally large losses. In the event of a default, Nasdaq Nordic Clearing can access the defaulting member’s margin deposits to cover the defaulting member’s losses.

Regulatory Capital and Risk Management Calculations Nasdaq Nordic Clearing manages risk through a comprehensive counterparty risk management framework, which is comprised of

policies, procedures, standards and resources. The level of regulatory capital is determined in accordance with Nasdaq Nordic Clearing’s regulatory capital policy, as approved by the SFSA. Regulatory capital calculations are continuously updated through a proprietary capital-at-risk calculation model that establishes the appropriate level of capital.

As mentioned above, Nasdaq Nordic Clearing is the legal counterparty for each contract traded and thereby guarantees the fulfillment of each contract. Nasdaq Nordic Clearing accounts for this guarantee as a performance guarantee. We determine the fair value of the performance guarantee by considering daily settlement of contracts and other margining and default fund requirements, the risk management program, historical evidence of default payments, and the estimated probability of potential default payouts. The calculation is determined using proprietary risk management software that simulates gains and losses based on historical market prices, extreme but plausible market scenarios, volatility and other factors present at that point in time for those particular unsettled contracts. Based on this analysis, the estimated liability was nominal and no liability was recorded as of March 31, 2015.

The market value of derivative contracts outstanding prior to netting was as follows:

The total number of derivative contracts cleared through Nasdaq Nordic Clearing for the three months ended March 31, 2015 and 2014 was as follows:

The outstanding contract value of resale and repurchase agreements was $ 3.6 billion as of March 31, 2015 and $ 3.9 billion as of March 31, 2014. The total number of contracts cleared was 1,582,082 for the three months ended March 31, 2015 and was 1,209,945 for the three months ended March 31, 2014.

Power of Assessment To further strengthen the contingent financial resources of the clearinghouse, Nasdaq Nordic Clearing has power of assessment

that provides the ability to collect additional funds from its clearing members to cover a defaulting member’s remaining obligations up

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March 31, 2015 (in millions) Commodity and seafood options, futures and forwards $ 1,204 Fixed-income options and futures 1,088 Stock options and futures 178 Index options and futures 222 Total $ 2,692

(1) We determined the fair value of our forward contracts using standard valuation models that were based on market-based observable inputs including LIBOR rates and the spot price of the underlying instrument.

(2) We determined the fair value of our option contracts using standard valuation models that were based on market-based observable inputs including implied volatility, interest rates and the spot price of the underlying instrument.

(3) We determined the fair value of our futures contracts based upon quoted market prices and average quoted market yields.

March 31, 2015 March 31, 2014

Commodity and seafood options, futures and forwards 620,417 634,742 Fixed-income options and futures 4,449,856 5,761,558 Stock options and futures 9,981,753 8,809,147 Index options and futures 13,115,693 9,970,534 Total 28,167,719 25,175,981

(1) The total volume in cleared power related to commodity contracts was 363 Terawatt hours (TWh) for the three months ended March 31, 2015 and 429 TWh for the three months ended March 31, 2014.

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(1)(2)(3)

(2)(3)

(2)(3)

(2)(3)

(1)

to the limits established under the terms of the clearinghouse rules. The power of assessment corresponds to 100 % of the clearing member’s aggregate contribution to the financial, commodities, and seafood markets ’ default funds.

Liability Waterfall The liability waterfall is the priority order in which the capital resources would be utilized in the event of a default where the

defaulting clearing member’s collateral would not be sufficient to cover the cost to settle its portfolio. If a default occurs and the defaulting clearing member’s collateral, including cash deposits and pledged assets, is depleted, then capital is utilized in the following amount and order:

If additional funds are needed after utilization of the mutualized default fund, then Nasdaq Nordic Clearing will utilize its power of assessment and additional capital contributions will be required by non-defaulting members up to the limits established under the terms of the clearinghouse rules.

15. Commitments, Contingencies and Guarantees Guarantees Issued and Credit Facilities Available

In addition to the default fund contributions and margin collateral pledged by clearing members discussed in Note 14, “Clearing Operations,” we have obtained financial guarantees and credit facilities which are guaranteed by us through counter indemnities, to provide further liquidity and default protection related to our clearing businesses. Financial guarantees issued to us totaled $ 14 million at both March 31, 2015 and December 31, 2014. At March 31, 2015, credit facilities, which are available in multiple currencies, primarily Swedish Krona, totaled $ 179 million in available liquidity, none of which was utilized. At December 31, 2014, credit facilities, which are available in multiple currencies, primarily Swedish Krona, totaled $ 236 million ($ 197 million in available liquidity and $ 39 million for default protection), of which $ 7 million was utilized.

Execution Access LLC is an introducing broker which operates the eSpeed trading platform for U.S. Treasury securities. Execution Access has a clearing arrangement with Cantor Fitzgerald & Co., or Cantor Fitzgerald. As of March 31, 2015, we have contributed $19 million of clearing deposits to Cantor Fitzgerald in connection with this clearing arrangement. These deposits are recorded in other current assets in our Condensed Consolidated Balance Sheets. Some of the trading activity in Execution Access is cleared by Cantor Fitzgerald through the Fixed Income Clearing Corporation. Execution Access assumes the counterparty risk of clients that do not clear through the Fixed Income Clearing Corporation. Counterparty risk of clients exists for Execution Access between the trade date and the settlement date of the individual transactions, which is one business day. All of Execution Access’ obligations under the clearing arrangement with Cantor Fitzgerald are guaranteed by Nasdaq. Counterparties that do not clear through the Fixed Income Clearing Corporation are required to post collateral, provide principal letters, or provide other forms of credit enhancement to Execution Access for the purpose of mitigating counterparty risk.

We believe that the potential for us to be required to make payments under these arrangements is mitigated through the pledged collateral and our risk management policies. Accordingly, no contingent liability is recorded in the Condensed Consolidated Balance Sheets for these arrangements.

Lease Commitments We lease some of our office space and equipment under non-cancelable operating leases with third parties and sublease office

space to third parties. Some of our lease agreements contain renewal options and escalation clauses based on increases in property taxes and building operating costs.

Other Guarantees We have provided other guarantees of $ 12 million as of March 31, 2015 and $13 million at December 31, 2014. These guarantees

are primarily related to obligations for our rental and leasing contracts as well as performance guarantees on certain Market Technology contracts related to the delivery of software technology and support services. We have received financial guarantees from various financial institutions to support the above guarantees.

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• junior capital contributed by Nasdaq Nordic Clearing, which totaled $ 18 million at March 31, 2015; • a loss sharing pool related only to the financial market that is contributed to by clearing members and only applies if the

defaulting member’s portfolio includes interest rate swap products; • specific market default fund for the market where the loss occurred (i.e., the financial, commodities, or seafood market ) ,

which includes capital contributions of both the clearing members and Nasdaq Nordic Clearing on a pro-rata basis; • senior capital contributed to each specific market by Nasdaq Nordic Clearing, calculated in accordance with clearinghouse

rules , which totaled $ 35 million at March 31, 2015; and • mutualized default fund, which includes capital contributions of both the clearing members and Nasdaq Nordic Clearing on a

pro-rata basis.

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In September 2014, we provided a guarantee related to lease obligations for The Nasdaq Entrepreneurial Center Inc., or the Entrepreneurial Center, which is scheduled to open in 2015. The Entrepreneurial Center will be a not-for-profit organization designed to convene, connect and engage aspiring and current entrepreneurs. This entity is not included in the condensed consolidated financial statements of Nasdaq.

We believe that the potential for us to be required to make payments under these arrangements is unlikely. Accordingly, no contingent liability is recorded in the Condensed Consolidated Balance Sheets for the above guarantees.

In connection with the launch of Nasdaq NLX, we entered into agreements with certain members which may require us to make payments if certain financial goals are achieved. Since the amount of these payments is not currently probable and cannot be quantified as of March 31, 2015, no contingent liability is recorded in the Condensed Consolidated Balance Sheets for these payments.

Non-Cash Contingent Consideration As part of the eSpeed purchase price consideration, we have agreed to future annual issuances of 992,247 shares of Nasdaq

common stock which approximated certain tax benefits associated with the transaction. Such contingent future issuances of Nasdaq common stock will be paid ratably through 2027 if Nasdaq’s total gross revenues equal or exceed $25 million in each such year. The contingent future issuances of Nasdaq common stock are subject to anti-dilution protections and acceleration upon certain events.

Other Transactions OCC

In March 2015, in connection with being designated systemically important by the Financial Stability Oversight Council, OCC implemented a capital plan under which the options exchanges that are OCC’s stockholders made new capital contributions to OCC, committed to make further capital contributions in the future under certain specified circumstances, and received certain commitments from OCC with respect to future dividend payments and related matters. Certain aspects of the OCC capital plan require approval by the SEC. Under the OCC capital plan, OCC's existing exchange stockholders, including Nasdaq, each contributed a pro-rata share of $150 million in new equity capital. Nasdaq’s capital contribution was $30 million. OCC’s exchange stockholders also committed to provide, as may become necessary from time to time, additional replenishment capital on a pro-rata basis if certain capital thresholds are triggered. For its part, OCC adopted specific policies with respect to fees, customer refunds and stockholder dividends, which envision an annual dividend payment to its stockholders equal to the portion of OCC’s after-tax income that exceeds OCC’s capital requirements after payment of refunds to OCC’s clearing members (with such customer refunds generally to constitute 50% of the portion of OCC’s pre-tax income that exceeds OCC’s capital requirements). After the SEC staff approved the OCC capital plan and the stockholders made their capital contributions, the plan’s further effectiveness was suspended under the applicable SEC rules because certain unrelated parties petitioned the full Commission to reconsider the capital plan’s approval. If the SEC staff’s approval is reversed or the suspension of the capital plan’s effectiveness is not lifted in a timely manner, then the transaction may be reversed and the 2015 capital contributions returned to stockholders.

Escrow Agreements In connection with a prior acquisition, we entered into an escrow agreement to secure the payment of post-closing adjustments

and to ensure other closing conditions. At March 31, 2015, this escrow agreement provides for a potential future payment of $ 9 million and is included in other current liabilities in the Condensed Consolidated Balance Sheets.

Routing Brokerage Activities One of our broker-dealer subsidiaries, Nasdaq Execution Services, LLC provides a guarantee to securities clearinghouses and

exchanges under its standard membership agreements, which require members to guarantee the performance of other members. If a member becomes unable to satisfy its obligations to a clearinghouse or exchange, other members would be required to meet its shortfalls. To mitigate these performance risks, the exchanges and clearinghouses often require members to post collateral, as well as meet certain minimum financial standards. Nasdaq Execution Services’ maximum potential liability under these arrangements cannot be quantified. However, we believe that the potential for Nasdaq Execution Services to be required to make payments under these arrangements is unlikely. Accordingly, no contingent liability is recorded in the Condensed Consolidated Balance Sheets for these arrangements.

In March 2014, Nasdaq Execution Services began routing options and became the sole routing broker for Nasdaq’s U.S. cash equities and options exchanges. As a consequence, Nasdaq Options Services, LLC, which previously served as the routing broker for our U.S. options exchanges, became non-operational and terminated its exchange and clearinghouse memberships in March 2014.

Litigation As previously disclosed, we became a party to several legal and regulatory proceedings in 2012, 2013, and 2014 relating to the

Facebook IPO that occurred on May 18, 2012.

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As described in our Annual Report on Form 10-K for the year ended December 31, 2012, we are named as a defendant in a consolidated matter captioned In re Facebook, Inc., IPO Securities and Derivative Litigation, MDL No. 2389 (S.D.N.Y.). Our appeal of the district court’s order granting in part and denying in part our motion to dismiss the consolidated amended complaint is currently pending in the United States Court of Appeals for the Second Circuit, at No. 14-1457. We have reached an agreement in principle, subject to court approval, to settle these claims.

In our Quarterly Report on Form 10-Q for the period ended March 31, 2013, we identified a demand for arbitration from a member organization seeking indemnification for alleged losses associated with the Facebook IPO. On June 18, 2013, the District Court for the Southern District of New York granted a preliminary injunction enjoining the arbitration, and the member organization appealed the order granting the injunction to the Second Circuit Court of Appeals. On October 31, 2014, the Second Circuit Court of Appeals affirmed the preliminary injunction. In April 2015, w e reached an agreement to settle the claims asserted by the member organization.

We have established a reserve of $31 million to cover the costs of these settlements. We anticipate that some or all of the amounts paid from the loss reserve will be reimbursed by applicable insurance coverage.

We also are named as one of many defendants in City of Providence v. BATS Global Markets, Inc., et al., 14 Civ. 2811 (S.D.N.Y.), which was filed on April 18, 2014 in the United States District Court for the Southern District of New York. The district court appointed lead counsel, who filed an amended complaint on September 2, 2014. The amended complaint names as defendants seven national exchanges, as well as Barclays PLC, which operated a private alternative trading system. On behalf of a putative class of securities traders, the plaintiffs allege that the defendants engaged in a scheme to manipulate the markets through high-frequency trading; the amended complaint asserts claims against us under Section 10(b) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and Rule 10b-5, as well as under Section 6(b) of the Exchange Act. We filed a motion to dismiss the amended complaint on November 3, 2014. In response, the plaintiffs filed a second amended complaint on November 24, 2014, which names the same defendants and alleges essentially the same violations. We then filed a motion to dismiss the second amended complaint on January 23, 2015. The plaintiffs filed an opposition to our motion to dismiss on March 24, 2015. Our reply is due on May 8, 2015. On January 12 , 2015, the court consolidated this case in a multi-district litigation proceeding under the heading In re Barclays Liquidity Cross and High Frequency Trading Litigation, 14-md-02589 (S.D.N.Y). The consolidated cases bring claims against Barclays PLC and Barclays Capital alleging that certain marketing materials about Barclays LX contained false or misleading statements. Although the Providence matter has been consolidated with the Barclays matter, separate motions to dismiss have been filed for each case. Given the preliminary nature of the proceedings, we are unable to estimate what, if any, liability may result from this litigation. However, we believe the claims to be without merit and intend to litigate them vigorously.

In addition, we are named as one of many exchange defendants in Lanier v. BATS Exchange Inc., et al., 14 Civ. 3745 (S.D.N.Y.), Lanier v. BATS Exchange Inc., et al., 14 Civ. 3865 (S.D.N.Y.), and Lanier v. Bats Exchange Inc., 14 Civ. 3866 (S.D.N.Y.), which were filed between May 23, 2014 and May 30, 2014 in the United States District Court for the Southern District of New York. The plaintiff is the same in each of these cases, and the three complaints contain substantially similar allegations. On behalf of a putative class of subscribers for market data provided by national exchanges, the plaintiff alleges that the exchanges provided data more quickly to certain market participants than to others, supposedly in breach of the exchanges’ plans for dissemination of market data and subscriber agreements executed under those plans. The complaint asserts contractual theories under state law based on these alleged breaches. On September 29, 2014, we filed a motion to dismiss the complaints. The court heard oral argument on the motion on January 16, 2015. On April 28, 2015, the district court entered an order dismissing the complaints with prejudice, concluding that they are foreclosed by the Exchange Act and in any event do not state a claim under the contracts.

On February 5, 2015, I. Stephen Rabin filed a putative class action, Rabin v. John Doe Market Makers, NASDAQ OMX PHLX LLC, and NASDAQ OMX Group, Inc., No. 15-551 (E.D. Pa.), in the United States District Court for the Eastern District of Pennsylvania alleging that options traders on the Nasdaq PHLX exchange were damaged when market makers on that exchange manipulated options in advance of dividend payments on underlying stock and exchange traded funds for their personal benefit. Plaintiff further alleges that – with the assent of the Nasdaq defendants – the unidentified market maker defendants (plaintiff states an intention to seek their identities from the Nasdaq defendants in discovery) damaged other writers of call options by executing among themselves prearranged manipulative matched options trades on an underlying security immediately prior to the date for the that security’s dividend payment. The alleged class period is from February 6, 2010 through the present. Based on these allegations, plaintiff asserts claims against all defendants for securities fraud pursuant to Section 10(b) of the Securities Exchange Act and Rule 10b-5 promulgated thereunder, and for unjust enrichment. We believe the claims to be without merit and intend to litigate them vigorously.

Except as disclosed above and in prior reports filed under the Exchange Act, we are not currently a party to any litigation or proceeding that we believe could have a material adverse effect on our business, consolidated financial condition, or operating results. However, from time to time, we have been threatened with, or named as a defendant in, lawsuits or involved in regulatory proceedings.

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Tax Audits We are engaged in ongoing discussions and audits with taxing authorities on various tax matters, the resolutions of which are

uncertain. Currently, there are matters that may lead to assessments, some of which may not be resolved for several years. Based on currently available information, we believe we have adequately provided for any assessments that could result from those proceedings where it is more likely than not that we will be assessed. We review our positions on these matters as they progress.

16. Business Segments

We manage, operate and provide our products and services in four business segments: Market Services, Listing Services, Information Services and Technology Solutions. See Note 1, “Organization and Nature of Operations,” to the condensed consolidated financial statements for further discussion of our reportable segments.

Our management allocates resources, assesses performance and manages these businesses as four separate segments. We evaluate the performance of our segments based on several factors, of which the primary financial measure is operating income. Results of individual businesses are presented based on our management accounting practices and our management structure. Certain amounts are allocated to corporate items in our management reports based on the decision that those activities should not be used to evaluate the segment’s operating performance. Since management does not consider intangible asset amortization expense for the purpose of evaluating the performance of the business or its managers or when making decisions to allocate resources, such expenses are shown in corporate items in our management reports. See below for further discussion.

The following table presents certain information regarding these operating segments for the three months ended March 31, 2015 and 2014.

Corporate items and eliminations for the three months ended March 31, 2015 include:

Corporate items and eliminations for the three months ended March 31, 2014 primarily include:

For further discussion of our segments’ results, see “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Segment Operating Results.”

17. Subsequent Event s Increase in Quarterly Cash Dividend

In April 2015, the board of directors declared a regular quarterly cash dividend of $0.25 per share on our outstanding common stock, reflecting a 67% increase from our prior quarter ly cash dividend of $0.15 . See “Cash Dividends on Common Stock,” of Note 11, “Nasdaq Stockholders’ Equity,” for further discussion.

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Market Services Listing Services Information

Services Technology

Solutions Corporate Items and Eliminations Consolidated

(in millions)

Three Months Ended March 31, 2015 Total revenues $ 539 $ 64 $ 125 $ 130 $ - $ 858 Transaction-based expenses (351) - - - - (351) Revenues less transaction-based expenses 188 64 125 130 - 507 Operating income (loss) $ 101 $ 28 $ 92 $ 14 $ (208) $ 27 Three Months Ended March 31, 2014 Total revenues $ 577 $ 58 $ 123 $ 140 $ - $ 898 Transaction-based expenses (369) - - - - (369) Revenues less transaction-based expenses 208 58 123 140 - 529 Operating income (loss) $ 105 $ 22 $ 92 $ 13 $ (48) $ 184

• restructuring charges of $150 million. See Note 3, “Restructuring Charges,” for further discussion ; • special legal expenses of $31 million; • amortization expense of acquired intangible assets of $15 million; and • reversal of VAT refund receivables no longer deemed collectible of $12 million.

• merger and strategic initiatives expense of $28 million primarily related to the acquisition of the TR Corporate businesses and other strategic initiatives; and

• amortization expense of acquired intangible assets of $18 million.

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(1)

(2)

(1)

(2)

Agreements to Settle Litigation In April 2015, we reached an agreement in principle, subject to court approval, to settle class-action litigation arising from the

Facebook IPO in May 2012. We also reached an agreement to settle claims by a member organization arising from the Facebook IPO. See “Litigation” of Note 15, “Commitments, Contingencies and Guarantees,” to the condensed consolidated financial statements for further discussion.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis of the financial condition and results of operations of Nasdaq should be read in conjunction

with our condensed consolidated financial statements and related notes included in this Form 10-Q.

Business Overview We are a leading provider of trading, clearing, exchange technology, regulatory, securities listing, information and public

company services across six continents. Our global offerings are diverse and include trading and clearing across multiple asset classes, access services, data products, financial indexes, capital formation solutions, corporate solutions and market technology products and services. Our technology powers markets across the globe, supporting derivatives trading, clearing and settlement, cash equity trading, fixed income trading and many other functions.

Business Segments W e manage, operate and provide our products and services in four business segments: Market Services, Listing Services,

Information Services and Technology Solutions.

See Note 1, “Organization and Nature of Operations,” to the condensed consolidated financial statements for further discussion of our reportable segments and Note 16, “Business Segments,” to the condensed consolidated financial statements for discussion of how management allocates resources, assesses performance and manages these businesses as four separate segments.

Business Environment

We serve listed companies, market participants and investors by providing derivative, commodities, cash equity, and fixed income markets, thereby facilitating economic growth and corporate entrepreneurship. We provide market technology to exchanges, clearing organizations and central securities depositories around the world. We also offer companies and other organizations access to innovative products and software solutions and services that increase transparency, mitigate risk, improve board efficiency and facilitate better corporate governance. In broad terms, our business performance is impacted by a number of drivers including macroeconomic events affecting the risk and return of financial assets, investor sentiment, government and private sector demands for capital, the regulatory environment for capital markets, and changing technology, particularly in the financial services industry. Our future revenues and net income will continue to be influenced by a number of domestic and international economic trends including:

Currently our business drivers are defined by investors’ and companies’ cautiously optimistic outlook about the pace of global economic recovery. Several major European indices joined most major U.S. market indices in reach ing record levels in early 2015. As the global economy adjusts to further monetary stimulus in Europe and Asia, we continue to experienc e modest annual growth in many of our non-transactional businesses. Since a number of significant structural and political issues continue to confront the global economy, instability could return at any time, resulting in an increased level of market volatility, oscillating trading volumes, and a return of market uncertainty. Furthermore , many of the largest customers of our transactional businesses continue to adapt their business models as they address the implementation of regulatory changes initiated following the global financial crisis. Market volatility remained low i n the first quarter of 2015 and the U.S. cash equity trading businesses experienced a slight decrease in volume while the European cash equity trading business experienced an increase in volume. A similar pattern characterized o ur equity

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• Trading volumes in equity derivative, cash equity, and FICC, which are driven primarily by overall macroeconomic conditions; • The number of companies seeking equity financing, which is affected by factors such as investor demand, the global economy,

availability of diverse sources of financing as well as tax and regulatory policies; • The demand for information about, or access to, our markets, which is dependent on the products we trade, our importance as a

liquidity center, and the quality and pricing of our data and access services; • The demand by companies and other organizations for the products sold by our Corporate Solutions business, which is largely

driven by the overall state of the economy and the attractiveness of our offerings; • The demand for licensed exchange traded products and other financial products based on our indices as well as changes to the

underlying assets associated with existing licensed financial products; • The challenges created by the automation of market data consumption, including competition and the quickly evolving nature

of the data business; • The outlook of our technology customers for capital market activity; • Continuing pressure in transaction fee pricing due to intense competition in the U.S. and Europe; • Competition for listings and trading related to pricing, product features and service offerings; • Regulatory changes relating to market structure or affecting certain types of instruments, transactions, pricing structures or

capital market participants; and • Technological advances and members’ demand for speed, efficiency, and reliability.

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derivative trading and clearing business which experienced a decrease in industry trading volumes in the U.S. while overall industry trading volumes in Europe increased. Positive momentum in the IPO market carried over from 201 4, although at a slower pace quarter-over-quarter . Additional impacts on our business drivers included the international enactment and implementation of new legislative and regulatory initiatives, the adapting business models of our largest transactional business customers as they address regulatory changes, the evolution of market participants’ trading behavior, and the continued rapid progression and deployment of new technology in the financial services industry. The business environment that influenced our financial performance for the first quarter of 2015 may be characterized as follows:

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• A slower pace of new equity issuance in the U.S. with 27 IPOs on The NASDAQ Stock Market in the first quarter of 2015, down from 47 in the first quarter of 2014. IPO activity improved in the Nordics with 17 IPOs in the first quarter of 2015 compared to 5 IPOs in first quarter of 2014 on the Nasdaq Nordic and Nasdaq Baltic exchanges;

• Average daily matched equity options volume for our three U.S. options exchanges decreased 6.2% in the first quarter of 2015 compared to the same period in 2014. Overall average daily U.S. options volume decreased 8.1% while our combined matched market share for our three U.S. options exchanges increased by 0.5 percentage point;

• Matched share volume for all of our U.S. cash equity markets decreased by 4.7%, while average daily U.S. share volume decreased slightly relative to the same period in 2014. Volatility, often a driver of volume levels, remained low in the first quarter of 2015. The decrease in matched share volume was primarily due to a decrease in matched market share from 20.6% in the first quarter of 2014 (NASDAQ 17.2%; Nasdaq BX 2.9%; Nasdaq PSX 0.5%) to 19.7% in the first quarter of 2015 (NASDAQ 16.9%; Nasdaq BX 1.8%; Nasdaq PSX 1.0%);

• Continuous cost focus in the industry has further increased the growth of our Nasdaq Basic product. The number of Nasdaq Basic subscribers increased 35.8% in the first quarter of 2015 compared to the same period in 2014;

• A 14.7% increase relative to the first quarter of 2014 in the average daily number of cash equity trades on our Nordic and Baltic exchanges;

• An 18.3% increase relative to the first quarter of 2014 in the SEK value of cash equity transactions on our Nordic and Baltic exchanges;

• A 15.2% decline in average daily volume of on-the-run U.S. Treasury bonds, an 8.9% decline in average daily Nordic and Baltic fixed income derivative contracts, and a 15.4% decline in total cleared power contracts for the quarter.

• A 4.5% increase in the average daily number of options and futures contracts traded on our Nordic and Baltic exchanges relative to the first quarter of 2014;

• Intense competition among U.S. exchanges and dealer-owned systems for cash equity trading volume and strong competition between multilateral trading facilities and exchanges in Europe for cash equity trading volume;

• Globalization of exchanges, customers and competitors extending the competitive horizon beyond national markets; and • Market trends requiring continued investment in technology to meet customers’ and regulators’ demands as markets 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.

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Financial Summary The following table summarizes our financial performance for the three months ended March 3 1 , 201 5 when compared with the

same period in 2014 .

In countries with currencies other than the U.S. dollar, revenues and expenses are translated using monthly average exchange rates. The following discussion of results of operations isolates the impact of year-over-year foreign currency fluctuations to better measure the comparability of operating results between periods. Operating results excluding the impact of foreign currency fluctuations are calculated by translating the current period’s results by the prior period’s exchange rates. Impacts associated with fluctuations in foreign currency are discussed in more detail under “Item 3. Quantitative and Qualitative Disclosures about Market Risk.”

The following summarizes significant changes in our financial performance for the three months ended March 3 1 , 201 5 when compared with the same period in 201 4 :

These current and prior year items are discussed in more detail below.

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Three Months Ended March 31, Percentage

2015 2014 Change

(in millions) Revenues less transaction-based expenses $ 507 $ 529 (4.2)% Operating expenses 480 345 39.1% Operating income 27 184 (85.3)% Interest expense (28) (30) (6.7)% Income before income taxes 14 156 (91.0)% Income tax provision 5 53 (90.6)% Net income attributable to Nasdaq $ 9 $ 103 (91.3)% Diluted earnings per share $ 0.05 $ 0.59 (91.5)%

• Revenues less transaction -based expenses de creased $ 22 million, or 4.2 % , to $ 507 million in the first quarter of 201 5 , compared with $ 529 million in the same period in 201 4 , reflecting an unfavorable impact from foreign exchange of $2 9 million, partially offset by an operational increase in revenues of $7 million . The in crease in operational revenues was primarily due to a n :

• increase in Listing Services revenues of $10 million; • increase in Cash Equity Trading revenues less transaction-based expenses of $7 million, from both U.S. and

European cash equity trading; • increase in Data Products revenues of $4 million, primarily from U.S. data products; • increase in Index Licensing and Services revenues of $2 million, and • increase in Market Technology revenues of $2 million, partially offset by a; • decrease in FICC revenues less transaction-based expenses of $8 million; • decrease in Equity Derivative Trading and Clearing revenues less transaction-based expenses of $7 million,

primarily from U.S. equity derivative trading and clearing less transaction-based expenses; and • decrease in Corporate Solutions revenues of $4 million.

• Operating expenses in creased $ 135 million, or 39.1 % , to $ 480 million in the first quarter of 201 5 , compared with $ 345 million in the same period of 201 4 , reflecting a n operational in crease of $15 4 million, partially offset by a favorable impact from foreign exchange of $1 9 million. The increase in operational expenses was primarily due to re structuring charges of $150 million, an increase in general, administrative and other expense primarily reflecting a loss reserve of $31 million relating to certain legal proceedings , and an increase in computer operations and data communications expense reflecting a charge for the reversal of previously recorded VAT receivables no longer deemed collectible of $12 million. These increases were partially offset by a de crease in merger and strategic initiatives expense .

• Income tax provision was $ 5 million in the first quarter of 2015 compared with $ 53 million in the same perio d of 2014, a decrease of $48 million. The decrease was primarily due to a decline in income before income taxes .

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Nasdaq ’s Operating Results Key Drivers

The following table includes key drivers for each of our segments. In evaluating the performance of our business, our senior management closely watches these key drivers.

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Three Months Ended March 31, 2015 2014

Market Services Equity Derivative Trading and Clearing U.S. Equity Options Total industry average daily volume (in millions) 14.8 16.1 Nasdaq PHLX matched market share 17.6% 16.0% The NASDAQ Options Market matched market share 9.5% 10.3% Nasdaq BX Options Market matched market share 0.7% 1.0% Total matched market share executed on Nasdaq's exchanges 27.8% 27.3% Nasdaq Nordic and Nasdaq Baltic options and futures Total average daily volume options and futures contracts 402,421 385,032 Cash Equity Trading Total U.S.-listed securities Total industry average daily share volume (in billions) 6.92 6.94 Matched share volume (in billions) 83.1 87.2 Matched market share executed on NASDAQ 16.9% 17.2% Matched market share executed on Nasdaq BX 1.8% 2.9% Matched market share executed on Nasdaq PSX 1.0% 0.5% Total matched market share executed on Nasdaq's exchanges 19.7% 20.6% Market share reported to the FINRA/NASDAQ Trade Reporting Facility 31.4% 32.3% Total market share 51.1% 52.9% Nasdaq Nordic and Nasdaq Baltic securities Average daily number of equity trades 439,938 383,448 Total average daily value of shares traded (in billions) $ 5.5 $ 5.9 Total market share executed on Nasdaq's exchanges 68.8% 69.2% Fixed Income, Currency and Commodities Trading and Clearing Total U.S. fixed income U.S. fixed income notional trading volume (in billions) $ 8,365 $ 9,946 Nasdaq Nordic and Nasdaq Baltic fixed income Total average daily volume fixed income contracts 107,031 117,527 Nasdaq Commodities Power contracts cleared (TWh) 363 429 Listing Services Initial public offerings

NASDAQ 27 47 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic 17 5

New listings NASDAQ 43 77 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic 18 9

Number of listed companies NASDAQ 2,779 2,667 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic

804 755

Information Services Indexes Nasdaq calculates and distributes (in thousands) 42 39 Assets under management (in billions) $ 105 $ 94 Technology Solutions Market Technology Order intake (in millions) $ 40 $ 66 Total order value (in millions) $ 728 $ 675

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

(10)

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Table Of Contents (1) Includes Finnish option contracts traded on EUREX Group. (2) Includes transactions executed on NASDAQ’s, Nasdaq BX’s and Nasdaq PSX’s systems plus trades reported through the

FINRA/NASDAQ Trade Report Facility. (3) Transactions executed on Nasdaq Commodities or OTC and reported for clearing to Nasdaq Commodities measured by TWh. (4) New listings include IPOs, including those completed on a best efforts basis, issuers that switched from other listing venues, closed-

end funds and separately listed ETFs. (5) New listings include IPOs and represent companies listed on the Nasdaq Nordic and Nasdaq Baltic exchanges and companies on

the alternative markets of Nasdaq First North. (6) Number of listed companies for NASDAQ at period end, including separately listed ETFs. (7) Represents companies listed on the Nasdaq Nordic and Nasdaq Baltic exchanges and companies on the alternative markets of

Nasdaq First North at period end. (8) Represents assets under management in exchange traded products. (9) Total contract value of orders signed during the period. (10) Represents total contract value of signed orders that are yet to be recognized as revenue. Market Technology deferred revenue, as

discussed in Note 7, “Deferred Revenue,” to the condensed consolidated financial statements, represents consideration received that is yet to be recognized as revenue for these signed orders.

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Segment Operating Results Of our total first quarter 201 5 revenues less transaction -based expenses of $ 507 million, 37.1 % was from our Market Services

segment, 12.6 % was from our Listing Services segment, 24.7 % was from our Information Services segment and 25.6 % was from our Technology Solutions segment. Of our total first quarter 201 4 revenues less transaction -based expenses of $ 5 29 million, 39. 3 % was from our Market Services segment, 11. 0 % was from our Listing Services segment, 23. 2 % was from our Information Services segment and 26. 5 % was from our Technology Solutions segment.

The following table shows our revenues by segment, cost of revenues for our Market Services segment and total revenues less transaction -based expenses :

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Three Months Ended March 31, Percentage 2015 2014 Change (in millions) Market Services $ 539 $ 577 (6.6)% Transaction-based expenses (351) (369) (4.9)% Market Services revenues less transaction-based expenses 188 208 (9.6)% Listing Services 64 58 10.3% Information Services 125 123 1.6% Technology Solutions 130 140 (7.1)% Total revenues less transaction-based expenses $ 507 $ 529 (4.2)%

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MARKET SERVICES

The following table shows total revenues less transaction -based expenses from our Market Services segment:

Market Services revenues less transaction-based expenses de creased in the first quarter of 2 01 5 compared with the same period

in 201 4 primarily due to a de crease in both equity derivative trading and clearing revenues less transaction-based expenses and FICC revenues less transaction-based expenses, partially offset by a n increase in cash equity trading revenues less transaction-based expenses. Market Services revenues included an unfavorable impact from foreign exchange of $1 4 million in the first quarter of 2015 .

Equity Derivative Trading and Clearing Revenues Equity derivative trading and clearing revenues de creased in the first quarter of 201 5 compared with the same period in 201 4

primarily due to a decrease in gross capture, a decli ne in U.S. industry trading volumes and an unfav orable impact from foreign exchange of $ 3 million , partially offset by an increase in industry trading volumes in European products and a slight increase in overall market share at our three U.S. options exchanges .

Equity derivative trading and clearing revenues less transaction -based expenses decreased in the first quarter of 201 5 compared with the same period in 201 4 primarily due to declines in U.S. average net capture , a decline in U.S. industry trading volumes and an unfavorable impact from foreign exchange of $3 million, partially offset by an increase in industry trading volumes in European products and a slight increase in overall market share at our three U.S. options exchanges .

Section 31 fees are recorded as equity derivative trading and clearing revenues with a corresponding amount recorded as transaction-based expenses . In the U.S. we are assessed these fees from the SEC and pass them through to our customers in the form of incremental fees . Pass-through fees can increase or decrease due to rate changes by the SEC, our percentage of the overall industry

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Three Months Ended March 31, Percentage 2015 2014 Change (in millions)

Market Services Revenues: Equity Derivative Trading and Clearing Revenues $ 116 $ 138 (15.9)% Transaction-based expenses:

Transaction rebates (64) (75) (14.7)% Brokerage, clearance and exchange fees (6) (7) (14.3)%

Equity derivative trading and clearing revenues less transaction-based expenses 46 56 (17.9)%

Cash Equity Trading Revenues 339 343 (1.2)% Transaction-based expenses:

Transaction rebates (197) (210) (6.2)% Brokerage, clearance and exchange fees (83) (76) 9.2%

Cash equity trading revenues less transaction-based expenses 59 57 3.5%

Fixed Income, Currency and Commodities Trading and Clearing Revenues 25 36 (30.6)% Transaction-based expenses:

Brokerage, clearance and exchange fees (1) (1) -

Fixed income, currency and commodities trading and clearing revenues less transaction-based expenses 24 35 (31.4)%

Access and Broker Services Revenues 59 60 (1.7)%

Total Market Services revenues less transaction-based expenses $ 188 $ 208 (9.6)%

(1) Includes Section 31 fees of $ 6 million in both the first quarter of 201 5 and 2014 . Section 31 fees are recorded as equity derivative trading and clearing revenues with a corresponding amount recorded in transaction-based expenses .

(2) Includes Section 31 fees of $ 77 million in the first quarter of 201 5 and $69 million in the first quarter of 2014. Section 31 fees are recorded as cash equity trading revenues with a corresponding amount recorded in transaction-based expenses .

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(1)

(1)

(2)

(2)

volumes processed on our systems, and differences in actual dollar value of shares traded. Since the amount recorded in revenues is equal to the amount recorded in cost of revenues, there is no impact on our revenues less transaction -based expenses . Section 31 fees were $ 6 million in both the first quarter of 201 5 and 2014 .

Transaction rebates, in which we credit a portion of the per share execution charge to the market participant, de creased in the first quarter of 201 5 compared with the same period in 201 4 primarily due to a de crease in overall rebate capture rates and a de crease in U.S. industry trading volumes , partially offset by a slight in crease in overall market share at our three U.S. options exchanges.

Brokerage, clearance and exchange fees decreased in the first quarter of 201 5 compared with the same period in 201 4 primarily due to a decrease in routing costs as a result of lower volume routed . Cash Equity Trading Revenues

C ash equity trading revenues decreased in the first quarter of 201 5 compared with the same period in 201 4 primarily due to a decline in U.S. revenue capture, a decrease in our overall U.S. matched market share and an unfavorable impact from foreign exchange of $6 millio n , partially offset by higher European industry trading volumes and an increase in Section 31 pass-through fees.

C ash equity trading reven ues less transaction-based expenses increased in the first quarter of 2015 compared with the same period in 2014 primarily due to higher U.S. average net capture and higher European industry trading volumes , partially offset by an unfavorabl e impact from foreign exchange of $6 million.

Similar to equity derivative trading and clearing, in the U.S. w e record Section 31 fees as cash equity trading revenues with a corresponding amount recorded as transaction-based expenses . We are assessed these fees from the SEC and pass them through to our customers in the form of incremental fees. Since the amount recorded in revenues is equal to the amount recorded as transaction-based expenses , there is no impact on our revenues less transaction -based expenses . Section 31 fees were $77 million in the first quarter of 2015 and $ 69 million in the first quarter of 201 4. The increase in the first quarter of 2015 was primarily due to higher dollar value traded on Nasdaq’s trading systems and higher pass-through fee rates.

For NASDAQ and Nasdaq PSX, we credit a portion of the per share execution charge to the market participant that provides the liquidity and for Nasdaq BX, we credit a portion of the per share execution charge to the market participant that removes the liquidity. These transaction rebates de creased in the first quarter of 201 5 compared with the same period in 201 4 primarily due to a decline in rebate capture and a de crease in our overall U.S. matched market share.

Brokerage, clearance and exchange fees in creased in the first quarter of 2015 compared with the same period in 201 4 primarily due to an increase in Section 31 pass-through fees .

F ICC Revenues F ICC revenues less transaction-based expenses de creased in the first quarter of 201 5 compared with the same period in 201 4

primarily due to a decrease related to a scheduled contract termination of an eSpeed technology licensing customer , lower volumes for most of our FICC products and an unfavorable impact from foreign exchange of $ 3 million .

Access and Broker Services Revenues Access and Broker Services revenues decreased slightly in the first quarter of 2015 compared with the same period in 201 4

primarily due to an unfavorable impact from foreign exchange of $ 2 million , partially offset by an increase in customer demand for network connectivity.

LISTING SERVICES The following table shows revenues from our Listing Services segment:

Listing Services revenues increased in the first quarter of 201 5 compared with the same period in 201 4 primarily due to an

increase in U.S. listing services revenues , partially offset by a decrease in European listing services revenues. The increase in U.S. listing services revenues was primarily due to an increase in annual listing fees as a result of pricing actions and an increase in the number of listed companies. The number of NASDAQ listed companies was 2 , 779 as of March 31, 201 5 compared with 2 , 667 as of March 31, 201 4 . The de crease in European listing services revenues in the first quarter of 2015 was driven by an unfavorable impact from foreign exchange of $ 4 million , partially offset by an operational increa se reflecting an in crease in the number of listed companies and higher annual fees .

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Listing Services revenues $ 64 $ 58 10.3%

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INFORMATION SERVICES The following table shows revenues from our Information Services segment:


I nformation S ervices revenues increased in the first quarter of 2015 compared with the same period in 2014 due to an increase in Index Licensing and Services revenues.

Data Products Revenues D ata products revenues were flat in the first quarter of 2015 compared with the same period in 201 4. H igher customer

demand for U.S. proprietary data products and the inclusion of revenues associated with the acquisition of DWA in January 2015 were offset by an unfavorable impact from foreign exchange of $4 million .

Index Licensing and Services Revenues

Index L icensing and S ervices revenues increased in the first quarter of 201 5 compared with the same period in 201 4 primarily due to the inclusion of revenues associated with the acquisition of DWA in January 2015 .

TECHNOLOGY SOLUTIONS The following table shows revenues from our Technology Solutions segment:


Technology Solutions revenues decreased in the first quarter of 2015 compared with the same period in 2014 primarily due to decreases in both Corporate Solutions and Market Technology revenues. Technology Solutions revenues included an unfavorable impact from foreign exchange of $ 7 million in the first quarter of 201 5.

Corporate Solutions Revenues Corporate Solutions revenues decreased in the first quarter of 2015 compared with the same period in 2014 primarily due to a de

c line in the demand for our investor relations products and an unfavorable impact from foreign exchange of $2 million, partially offset by an increase in the number of clients utilizing Directors Desk.

Market Technology Revenues Market Technology revenues de creased in the first quarter of 2015 compared with the same period in 201 4 primarily due to an

unfavorable impact from foreign exchange of $ 5 million and lower software license and support revenues resulting from lower delivery project revenues. Partially offsetting these decreases were operational increases in software as a service revenues and advisory services revenues.

Total Order Value As of March 3 1 , 201 5 , total order value, which represents the total contract value of orders signed that are yet to be recognized

as revenues, was $ 728 million . Market Technology deferred revenue , included in total Technology Solutions deferred revenue of $2 00 million , represents consideration received that is yet to be recognized as revenue for these signed orders. See Note 7, “Deferred Revenue,” to the condensed consolidated financial statements for further discussion. The recognition and timing of these revenues

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Three Months Ended March 31, Percentage

2015 2014 Change (in millions) Information Services Revenues: Data Products revenues $ 100 $ 100 -Index Licensing and Services revenues 25 23 8.7%

Total Information Services revenues $ 125 $ 123 1.6%


Technology Solutions Revenues: Corporate Solutions revenues $ 75 $ 82 (8.5)% Market Technology revenues 55 58 (5.2)%

Total Technology Solutions revenues $ 130 $ 140 (7.1)%

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depends on many factors, including those that are not within our control. As such, the following table of Market Technology revenues to be recognized in the future represents our best estimate:

Represents revenues that are anticipated to be recognized over the remaining nine months of 201 5 .

Expenses Operating Expenses

The following table shows our operating expenses:

# Denotes a variance equal to 100.0%.

Total operating expenses in creased $ 135 million in the first quarter of 201 5 compared with the same period in 201 4. The increase reflects an operational increase of $ 154 million , partially offset by a favorable impact from foreign exchange of $ 19 milli on . The operational in crease was primarily due to restructuring charges, higher computer operations and data communications expense and higher general, administrative and other expense , partially offset by a de crease in merger and strategic initiatives expense.

Compensation and benefits expense de creased in the first quarter of 2015 compared with the same period in 2014 primarily due to a favorable impact from foreign exchange of $11 million. Headcount, including staff employed at consolidated entities where we have a controlling financial interest, in creased slightly to 3,730 employees at March 3 1 , 201 5 from 3 , 688 employees at March 3 1 , 201 4 .

Professional and contract services expense de creased in the first quarter of 201 5 compared with the same period in 201 4 primarily due to lower consulting costs and a favorable impact from foreign exchange of $2 million .

Computer operations and data communications expense increased in the first quarter of 2015 compared with the same period in 2014 primarily due to an increase in VAT, reflecting a charge for the reversal of previously recorded VAT receivables no longer deemed collectible of $12 million, partially offset by a favorable impact from foreign exchange of $2 million. See “Other Tax Matter,” of Note 2, “Basis of Presentation and Principles of Consolidation,” to the condensed consolidated financial statements for further discussion of the VAT receivables.

Occupancy expense decreased in the first quarter of 2015 compared with the same period in 2014 reflecting lower facility and rent costs, primarily resulting from services no longer needed under the transition services agreement that was entered into in connection with our acquisition of the TR Corporate businesses, and a favorable impact from foreign exchange of $1 million.

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Total Order Value (in millions)

Fiscal year ended: 2015 $ 164 2016 191 2017 122 2018 91 2019 59 2020 and thereafter 101 Total $ 728

Three Months Ended March 31, Percentage 2015 2014 Change (in millions) Compensation and benefits $ 147 $ 158 (7.0)% Marketing and advertising 7 8 (12.5)% Depreciation and amortization 34 35 (2.9)% Professional and contract services 33 39 (15.4)% Computer operations and data communications 35 22 59.1% Occupancy 21 25 (16.0)% Regulatory 7 7 -Merger and strategic initiatives - 28 # General, administrative and other 46 23 # Restructuring charges 150 - #

Total operating expenses $ 480 $ 345 39.1%

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(1)

(1)

Merger and strategic initiatives expense was $28 million in the first quarter of 2014 and primarily related to our acquisition of the TR Corporate businesses and other strategic initiatives.

General, administrative and other expense increased in the first quarter of 2015 compared with the same period in 2014 primarily reflecting a loss reserve of $31 million for litigation arising from the Facebook IPO in May 2012. The reserve is intended to cover the estimated amount of a settlement of class-action litigation initiated on behalf of investors in Facebook common stock on the date of its IPO. The reserve would also cover the anticipated cost of re-opening Nasdaq’s voluntary accommodation program to allow any Nasdaq member that did not file for compensation in 2013 to submit a claim during the second quarter of 2015, subject to the conditions and limitations that were applicable to claims filed in 2013. Nasdaq expects that the reopening of the accommodation program will fully resolve claims by UBS Securities against Nasdaq. Nasdaq further anticipates that some or all of the amounts paid from the loss reserve will be reimbursed by applicable insurance coverage. Partially offsetting this increase was lower bad debt expense and other costs.

Restructuring charges were $ 150 million in the first quarter of 2015 . See Note 3, “Restructuring Char ges,” to the condensed consolidated financial statements for a discussion of our restructuring charges recorded during the first quarter of 2015 .

Non-operating Income and Expenses The following table shows our non-operating income and expenses:

# Denotes a variance equal to 100.0%.

Total non-operating expenses decreased in the first quarter of 2015 compared with the same period in 2014 primarily due to an increase in net income from unconsolidated investees and a decrease in interest expense. Interest Expense

Interest expense for the first quarter of 2015 was $28 million, and was comprised of $27 million of interest expense and $1 million of non-cash debt issuance amortization expense. Interest expense for the first quarter of 2014 was $30 million, and was comprised of $28 million of interest expense, $1 million of non-cash debt issuance amortization expense, and $1 million of other bank and investment-related fees.

See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion of our debt obligations.

Net I ncome from Unconsolidated Investees Net i ncome from unconsolidated investees increased in the first quarter of 2015 compared with the same period in 2014 primarily

due to income recognized from our equity method investment in OCC. W e were not able to determine what our share of OCC’s income was for the year ended December 31, 2014 until the first quarter of 2015, when OCC financial statements were made available to us. As a result, we recorded other income of $13 million in the first quarter of 2015 relating to our share of OCC’s income for the year ended December 31, 2014.

See “Equity Method Investments , ” of Note 6, “Investments,” to the condensed consolidated financial statements for further discussion of our investment in OCC.

Income Tax Matters Nasdaq’s income tax provision was $5 million in the first quarter of 2015 compared with $53 million in the first quarter of 2014 .

The overall effective tax rate was 36% in the first quarter of 2015 and 34% in the first quarter of 2014. For further discussion of our income tax matters, see “Income Tax Matters,” of Note 2, “Basis of Presentation and Principles of Consolidation.”

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Three Months Ended March 31, Percentage 2015 2014 Change

(in millions)

Interest income $ 1 $ 2 (50.0)% Interest expense (28) (30) (6.7)%

Net interest expense (27) (28) (3.6)% Net income from unconsolidated investees 14 - #

Total non-operating expenses $ (13) $ (28) (53.6)%

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The effective tax rate may vary from period to period depending on, among other factors, the geographic and business mix of earnings and losses. These same and other factors, including history of pre-tax earnings and losses, are taken into account in assessing the ability to realize deferred tax assets.

In order to recognize and measure our unrecognized tax benefits, management determines whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position meets the recognition thresholds, the position is measured to determine the amount of benefit to be recognized in the condensed consolidated financial statements. Interest and/or penalties related to income tax matters are recognized in income tax expense.

Non-GAAP Financial Measures In addition to disclosing results determined in accordance with U.S. GAAP, we also have provided non-GAAP net income

attributable to Nasdaq and non-GAAP diluted earnings per share. Management uses this non-GAAP information internally, along with U.S. GAAP information, in evaluating our performance and in making financial and operational decisions.

We believe our presentation of these measures provides investors with greater transparency and supplemental data relating to our financial condition and results of operations. In addition, we believe the presentation of these measures is useful to investors for period-to-period comparison of results as the items described below do not reflect operating performance. These measures are not in accordance with, or an alternative to, U.S. GAAP, and may be different from non-GAAP measures used by other companies. Investors should not rely on any single financial measure when evaluating our business. We recommend investors review the U.S. GAAP financial measures included in this Quarterly Report on Form 10-Q, including our condensed consolidated financial statements and the notes thereto. When viewed in conjunction with our U.S. GAAP results and the accompanying reconciliation, we believe these non-GAAP measures provide greater transparency and a more complete understanding of factors affecting our business than U.S. GAAP measures alone. Our management uses these measures to evaluate operating performance, and management decisions during the reporting period are made by excluding certain items that we believe have less significance on, or do not impact, the day-to-day performance of our business. In addition, since management does not consider intangible asset amortization expense for the purpose of evaluating the performance of the business or its managers or when making decisions to allocate resources, such expenses have been shown as a non-GAAP adjustment.

We understand that analysts and investors regularly rely on non-GAAP financial measures, such as non-GAAP net income and non-GAAP diluted earnings per share, to assess operating performance. We use non-GAAP net income attributable to Nasdaq and non-GAAP diluted earnings per share because they more clearly highlight trends in our business that may not otherwise be apparent when relying solely on U.S. GAAP financial measures, since these measures eliminate from our results specific financial items that have less bearing on our operating performance. Non-GAAP net income attributable to Nasdaq for the periods presented below is calculated by adjusting net income attributable to Nasdaq for charges or gains related to acquisition and divestiture transactions, integration activities related to acquisitions, amortization expense of acquired intangible assets, other signifi cant infrequent charges or gains and their related income tax effects that are not related to our core business. We do not believe these items are representative of ou r future operating performance since these charges were not consistent with our normal operating performance. Non-GAAP adjustments for the quarter ended March 3 1 , 201 5 primarily related to the following:

(i) other income from OCC equity investment of $13 million - for further discussion, see “Equity Method Investments,” of Note 6, “Investments,” to the condensed consolidated financial statements, (ii) restructuring charges of $150 million - for further discussion, see Note 3, “Restructuring Charges,” to the condensed consolidated financial statements, (iii) special legal expenses of $31 million, ( iv ) amortization expense of acquired intangible assets of $15 million, (v) reversal of previously recorded VAT receivables no longer deemed collectible of $12 million, and (vi) adjustment to the income tax provision of $66 million to reflect these non-GAAP adjustments.

Non-GAAP adjustments for the quarter ended March 31, 2014 primarily related to the following:

(i) special legal expenses of $1 million, (ii) amortization expense of acquired intangible assets of $18 million, (iii) merger and strategic initiatives costs of $28 million primarily related to our acquisition of the TR Corporate Solutions businesses and other strategic initiatives, and (iv) adjustment to the income tax provision of $15 million to reflect these non-GAAP adjustments.

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The following table represents reconciliations between U.S. GAAP net income and diluted earnings per share and non-GAAP net income and diluted earnings per share:

In addition to disclosing non-GAAP net income attributable to Nasdaq and non-GAAP diluted earnings per share, we also have provided non-GAAP operating income which is used in the disclosure of foreign currency exchange rate risk. See “Foreign Currency Exchange Rate Risk, ” of Item 3. “Quantitative and Qualitative Disclosures About Market Risk , ” for further discussion.

Liquidity and Capital Resources Historically, we have funded our operating activities and met our commitments through cash generated by operations, augmented

by the periodic issuance of our common stock and debt. See Note 8 , “Debt Obligations,” to the condensed consolidated financial statements for further discussion of our debt obligations. Currently, our cost and availability of funding remain healthy.

As part of the acquisition of eSpeed, Nasdaq has contingent future obligations to issue 992,247 shares of Nasdaq common stock annually which approximated certain tax benefits associated with the transaction of $484 million. Such contingent future issuances of Nasdaq common stock will be paid ratably through 2027 if Nasdaq’s total gross revenues equal or exceed $25 million in each such year. The contingent future issuances of Nasdaq common stock are subject to anti-dilution protections and acceleration upon certain events.

In November 2014, we entered into the 2014 Credit Facility as part of a refinancing of Nasdaq’s former credit agreement, which w as terminated. The 2014 Credit Facility consists of a $750 million revolving credit commitment (with sublimits for non-dollar borrowings, swingline borrowings and letters of credit). As of March 31, 201 5 , availability under the revolving credit commitment was $ 552 million. See “2014 Credit Facility,” of Note 8 , “Debt Obligations,” to the condensed consolidated financial statements for further discussion.

In the near term, we expect that our operations and availability under our revolving credit commitment will provide sufficient cash to fund our operating expenses, capital expenditures, debt repayments, any share repurchases, and any dividends.

Various assets and liabilities, including cash and cash equivalents, receivables, accounts payable and accrued expenses, can fluctuate from month to month. Working capital (calculated as current assets less current liabilities) was $ 248 million at March 31, 201 5 , compared with $ 420 million at December 31, 201 4 , a de crease of $ 172 million. Current asset balance changes increased working capital by $ 288 million, with increases in default funds and margin deposits and financial investments, at fair value, partially offset by decreases in cash and cash equivalents, receivables, net, restricted cash and other items. Current liability balance changes decreased working capital by $ 460 million, primarily due to increases in default funds and margin deposits , deferred revenue, accounts payable and accrued expenses and other current liabilities , partially offset by decreases in accrued personnel costs and Section 31 fees payable to the SEC.

Principal factors that could affect the availability of our internally-generated funds include: • deterioration of our revenues in any of our business segments; • changes in our working capital requirements; and

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Three Months Ended March 31, 2015 Three Months Ended March 31, 2014

Net Income Diluted Earnings

Per Share Net Income Diluted Earnings

Per Share (in millions, except share and per share amounts) U.S. GAAP net income attributable to Nasdaq and diluted earnings per share $ 9 $ 0.05 $ 103 $ 0.59

Non-GAAP adjustments: Income from OCC equity investment (13) (0.08) - -Restructuring charges 150 0.87 - -Special legal expenses 31 0.18 1 0.01 Amortization of acquired intangible assets 15 0.09 18 0.10 Reversal of value added tax refund 12 0.07 - -Merger and strategic initiatives - - 28 0.16 Other - - 1 0.01 Adjustment to the income tax provision to reflect non-GAAP adjustments (66) (0.38) (15) (0.09)

Total non-GAAP adjustments, net of tax 129 0.75 33 0.19 Non-GAAP net income attributable to Nasdaq and diluted earnings per share $ 138 $ 0.80 $ 136 $ 0.78 Weighted-average common shares outstanding for diluted earnings per share 172,677,119 173,666,556

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• an increase in our expenses.

Principal factors that could affect our ability to obtain cash from external sources include: • operating covenants contained in our credit facility that limit our total borrowing capacity; • increases in interest rates under our credit facility; • credit rating downgrades, which could limit our access to additional debt; • a decrease in the market price of our common stock; and • volatility in the public debt and equity markets.

The following sections discuss the effects of changes in our financial assets, debt obligations, clearing and broker-dealer net capital requirements, and cash flows on our liquidity and capital resources.

Financial Assets The following table summarizes our financial assets:

Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents include cash in banks and all non-restricted highly rated liquid investments with original maturities of 90 days or less at the time of purchase. The balance retained in cash and cash equivalents is a function of anticipated or possible short-term cash needs, prevailing interest rates, our investment policy, and alternative investment choices. As of March 31, 201 5 , our cash and cash equivalents of $ 328 million were primarily invested in bank deposits, money market funds and commercial paper . In the long-term, we may use both internally generated funds and external sources to satisfy our debt obligations and other long-term liabilities. Cash and cash equivalents as of March 31, 201 5 de creased $ 99 million from December 31, 201 4 primarily due to net cash used in investing activities , partially offset by net cash provided by operating activities. See “Cash Flow Analysis” below for further discussion.

As of March 31, 201 5 and December 31, 201 4 , current restricted cash included cash held for regulatory purposes and other requirements and is not available for general use. Current restricted cash was $ 19 million as of March 31, 201 5 and $4 9 million as of December 31, 201 4 , a decrease of $ 30 million. The decrease is primarily due to lower restricted cash requirement s in our Nordic and Baltic operations. Current restricted cash is classified as restricted cash in the Condensed Consolidated Balance Sheets.

Repatriation of Cash

Our cash and cash equivalents held outside of the U.S. in various foreign subsidiaries totaled $ 102 million as of March 3 1 , 201 5 and $ 83 million as of December 31, 201 4 . The remaining balance held in the U.S. totaled $ 226 million as o f March 3 1 , 201 5 and $ 344 million as of December 31, 201 4 .

Unremitted earnings of subsidiaries outside of the U.S. are used to finance our international operations and are generally considered to be indefinitely reinvested. It is not our current intent to change this position. However, the majority of cash held outside the U.S. is available for repatriation, but under current law, could subject us to additional U.S. income taxes, less applicable foreign tax credits.

Share Repurchase Program

See “Share Repurchase Program,” of Note 11, “Nasdaq Stockholders’ Equity,” to the condensed consolidated financial statements for further discussion of our share repurchase program.

Cash Dividends on Common Stock

In March 2015, we paid a quarterly cash dividend of $0.15 per share on our outstanding common stock. See “Cash Dividends on Common Stock,” of Note 11, “Nasdaq Stockholders’ Equity,” to the condensed consolidated financial statements for further discussion of the dividends.

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March 31, 2015 December 31, 2014 (in millions)

Cash and cash equivalents $ 328 $ 427 Restricted cash 19 49 Financial investments, at fair value 194 174 Total financial assets $ 541 $ 650

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Financial Investments, at Fair Value Our financial investments, at fair value totaled $ 194 million as of March 3 1 , 201 5 and $1 74 million as of December 31, 201 4

and are primarily comprised of trading securities, mainly highly rated European government de bt securities. Of these securities, $ 164 million as o f March 3 1 , 201 5 and $ 159 million as of December 31, 201 4 are assets utilized to meet regulatory capital requirements primarily for clearing operations at Nasdaq Nordic Clearing. See Note 6, “Investments,” to the condensed consolidated financial statements for further discussion of our trading securities .

Debt Obligations The following table summarizes our debt obligations by contractual maturity:

In addition to the $750 million revolving credit commitment due November 2019 , we also have other credit facilities related to

our Nordic clearing operations in order to provide further liquidity and for default protection . At March 3 1 , 201 5 , these credit facilities, which are available in multiple currencies, primarily Swedish Krona, totaled $ 179 million in available liquidity , none of which was utilized. At December 31, 201 4 , these credit facilities , w hich are available in multiple currencies , primarily Swedish Krona, total ed $ 236 million ($ 197 million in available liquidity and $ 3 9 million for default protection ), of which $7 million was utilized.

At March 31, 201 5 , we were in compliance with the covenants of all of our debt obligations.

See Note 8 , “Debt Obligations,” to the condensed consolidated financial statements for further discussion of our debt obligations.

Clearing and Broker-Dealer Net Capital Requirements Clearing Operations Regulatory Capital Requirements

We are required to maintain minimum levels of regulatory capital for the clearing operations of Nasdaq Nordic Clearing. The level of regulatory capital required to be maintained is dependent upon many factors, including market conditions and creditworthiness of the counterparty. At March 3 1 , 201 5 , our required regulatory capital consisted of $ 164 million of highly rated European government debt securities that are included in financial investments, at fair value in the Condensed Consolidated Balance Sheets.

Broker-Dealer Net Capital Requirements Our broker-dealer subsidiaries, Nasdaq Execution Services, Execution Access and NPM Securities, LLC are subject to regulatory

requirements intended to ensure their general financial soundness and liquidity. These requirements obligate these subsidiaries to comply with minimum net capital requirements. At March 31, 201 5 , Nasdaq Execution Services was required to maintain minimum net capital of $0.3 million and had total net capital of approximately $ 9.0 million, or $8.7 million in excess of the minimum amount required. At March 31, 2015, Execution Access was required to maintain minimum net capital of $0. 6 million and had total net capital of $45.4 million, or $44.8 million in excess of the minimum amount required. At March 31, 2015, NPM Securities had total net capital of $0. 2 million. The minimum net capital required was immaterial.

Other Capital Requirements Nasdaq Execution Services also is required to maintain a $2 mil lion minimum level of net capital under our clearing

arrangement with OCC.

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Maturity Date March 31, 2015 December 31, 2014 (in millions)

5.25% senior unsecured notes (net of discount) January 2018 $ 368 $ 368 $750 million revolving credit commitment November 2019 198 123 5.55% senior unsecured notes (net of discount) January 2020 599 599 3.875% senior unsecured notes (net of discount) June 2021 643 725 4.25% senior unsecured notes (net of discount) June 2024 498 498 Total long-term debt obligations $ 2,306 $ 2,313

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Cash Flow Analysis The following tables summarize the changes in cash flows:

# Denotes a variance greater than 100.0%.

Net Cash Provided by Operating Activities The following items impacted our net cash provided by operating activities for the three months ended March 3 1 , 201 5 :

Partially offset by a:

The following items impacted our net cash provided by operating activities for the three months ended March 31, 2014:

Partially offset by a:

Net Cash Used in Investing Activities

Net cash used in investing activities for the three months ended March 31, 2015 primarily consisted of our acquisition of DWA in January 2015, our purchases of trading securities , a capital contribution in connection with our equity method investment in OCC and purchases of property and equipment, partially offset by proceeds from sales and redemptions of trading securities .

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Three Months Ended March 31, 2015 2014 Percentage Change (in millions) Net cash provided by (used in): Operating activities $ 231 $ 183 26.2% Investing activities (326) (46) # Financing activities 4 (153) # Effect of exchange rate changes on cash and cash equivalents (8) 2 # Net decrease in cash and cash equivalents (99) (14) # Cash and cash equivalents at the beginning of period 427 398 7.3% Cash and cash equivalents at the end of period $ 328 $ 384 (14.6)%

• Net income of $ 9 million, plus: • Adjustments to reconcile net income to net cash provided by operating activities of $ 108 million comprised

primarily of $128 million in non-cash restructuring charges, $ 34 million of depreciation and amortization expense, and $ 14 million of share-based compensation expense , partially offset by deferred income taxes of $ 55 million and net income from unconsolidated investees of $14 million .

• Increase in deferred revenue of $ 121 million mainly due to Listing Services’ annual billings. • Decrease in accounts receivable, net of $36 million primarily due to the timing of collections and activity. • Increase in accounts payable and accrued expenses of $36 million primarily reflecting a loss reserve of $31 million relating

to certain legal proceedings .

• Decrease in accrued personnel costs of $ 67 million primarily due to the payment of our 201 4 incentive compensation in the first quarter of 201 5 , partially offset by the 201 5 accrual .

• Decrease in Section 31 fees payable to the SEC of $42 million primarily due to timing of payments, which are made twice a year in September and March.

• Net income of $103 million, plus: • Adjustments to reconcile net income to net cash provided by operating activities of $58 million comprised primarily

of $35 million of depreciation and amortization expense, $18 million of non-cash merger and strategic initiatives expense and $14 million of share-based compensation expense, partially offset by deferred income taxes of $10 million.

• Increase in deferred revenue of $128 million mainly due to Listing Services’ annual billings.

• Decrease in accrued personnel costs of $58 million primarily due to the payment of our 2013 incentive compensation in the first quarter of 2014, partially offset by the 2014 accrual.

• Increase in accounts receivable, net of $42 million primarily due to the timing of collections and activity. • Increase in other assets of $17 million primarily due to an increase in deferred costs associated with the timing and delivery

of technology projects. • Decrease in Section 31 fees payable to the SEC of $8 million primarily due to timing of payments, which are made twice a

year in September and March, partially offset by higher dollar value traded on the NASDAQ and Nasdaq BX trading systems and higher Section 31 fee rates in 2014.

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Net cash used in investing activities for the three months ended March 31, 2014 primarily consisted of purchases of trading securities and purchases of property and equipment, partially offset by proceeds from sales and redemptions of trading securities .

Net Cash Provided by ( Used in ) Financing Activities Net cash provided by financing activities for the three months ended March 3 1 , 201 5 primarily consisted of a partial utilization

of our 2014 Credit Facility to partially fund our acquisition of DWA of $10 0 million, partially offset by $30 million of cash used to repurchase our common stock, $25 million related to cash dividends paid on our common stock and repayment of $25 million on the revolving credit commitment of our 2014 Credit Facility.

Net cash used in financing activities for the three months ended March 31, 2014 primarily consisted of $146 million of cash used in connection with the repayment of debt obligations, partially offset by proceeds of $25 million drawn on our former revolving credit commitment. In addition, cash used in financing activities included $22 million of cash dividends paid on our common stock.

For further discussion of our debt obligations, see Note 8, “Debt Obligations,” to the condensed consolidated financial statements. For further discussion of our share repurchase program, see “Share Repurchase Program” and “Cash Dividends on Common Stock” of Note 11, “ Nasdaq Stockholders’ Equity,” to the condensed consolidated financial statements.

Contractual Obligations and Contingent Commitments Nasdaq has contractual obligations to make future payments under debt obligations by contract maturity, minimum rental

commitments under non-cancelable operating leases, net and other obligations. The following table shows these contractual obligations as of March 3 1 , 201 5 :

Future transition service agreement payments associated with the acquisition of the TR Corporate businesses.

Off-Balance Sheet Arrangements

For discussion of off-balance sheet arrangements see:

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Payments Due by Period

Contractual Obligations Total Less than 1 year 1-3 years 3-5 years More than 5 years (in millions)

Debt obligations by contract maturity $ 2,933 $ 75 $ 206 $ 746 $ 1,906 Minimum rental commitments under non-cancelable operating leases, net 352 61 115 75 101 Other obligations 13 10 3 - -Total $ 3,298 $ 146 $ 324 $ 821 $ 2,007

(1) Our debt obligations include both principal and interest obligations. At March 3 1 , 201 5 , an interest rate of 2.23 % was used to compute the amount of the contractual obligations for interest on the 2014 Credit Facility . All other debt obligations were primarily calculated on a 360-day basis at the contractual fixed rate multiplied by the aggregate principal amount at March 3 1 , 201 5 . See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion.

(2) We lease some of our office space and equipment under non-cancelable operating leases with third parties and sublease office space to third parties. Some of our leases contain renewal options and escalation clauses based on increases in property taxes and building operating costs.

(3) Other obligations primarily consist of the following: • A potential future escrow agreement payment related to a prior acquisition; and

• Note 14, “Clearing Operations,” to the condensed consolidated financial statements for further discussion of our non-cash default fund contributions and margin deposits received for clearing operations; and

• Note 15, “Commitments, Contingencies and Guarantees,” to the condensed consolidated financial statements for further discussion of: • Guarantees issued and credit facilities available; • Lease commitments; • Other guarantees; • Non-cash contingent consideration; • Other transactions; and • Routing brokerage activities.

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(1)

(2)

(3)

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk represents the potential for losses that may result from changes in the market value of a financial instrument due to changes in market conditions. As a result of our operating, investing and financing activities, we are exposed to market risks such as interest rate risk and foreign currency exchange rate risk. We are also exposed to credit risk as a result of our normal business activities.

We have implemented policies and procedures to measure, manage, monitor and report risk exposures, which are reviewed regularly by management and the board of directors. We identify risk exposures and monitor and manage such risks on a daily basis.

We perform sensitivity analyses to determine the effects of market risk exposures. We may use derivative instruments solely to hedge financial risks related to our financial positions or risks that are incurred during the normal course of business. We do not use derivative instruments for speculative purposes.

Interest Rate Risk W e are subject to the risk of fluctuating interest rates in the normal course of business. Our exposure to market risk for changes in

interest rates relates primarily to our debt and financial investments which are discussed below.

Investments As of March 31, 2015, our investment portfolio was primarily comprised of trading securities, mainly highly rated European

government debt securities, which pay a fixed rate of interest. These securities are subject to interest rate risk and will decrease in value if market interest rates increase. If market interest rates were to increase immediately and uniformly by 100 basis points from levels as of March 31, 2015, the fair value of this portfolio would have declined by $ 4 million .

Debt As of March 31, 2015, substantially all of our debt obligations are fixed-rate obligations. While changes in interest rates will have

no impact on the interest we pay on fixed-rate obligations, we are exposed to changes in interest rates as a result of borrowings under our $750 million revolving credit commitment, as the interest rate on this facility has a variable interest rate. As of March 31, 2015, we had $ 198 million outstanding under this facility. A hypothetical 100 basis points increase in interest rates on this facility would increase interest expense by approximately $ 2 million based on borrowings as of March 31, 2015.

Foreign Currency Exchange Rate Risk

As a leading global exchange group, we are subject to foreign currency transaction risk .

The table below sets forth our primary exposure to foreign currency denominated revenues less transaction -based expenses and operating income for the three months ended March 3 1 , 201 5. Due to our restructuring charges and other non-GAAP charges discussed below, we have also provided operating income and percentage of operating income on a non-GAAP basis for the three months ended March 3 1 , 201 5 as a majority of these charges were recorded in currencies other than the U.S. dollar, primarily the Swedish Krona.

Management uses non-GAAP measures to evaluate operating performance, and management decisions during the reporting period are made by excluding certain items that we believe have less significance on, or do not impact, the day-to-day performance of our business. Since the charges discussed below had a material impact on our non-U.S. operating results for the three months ended March 31, 2015, we believe that non-GAAP operating income results better reflect our on-going exposure to foreign currency exchange rate risk. For further discussion of our non-GAAP financial measures, see “Non-GAAP Financial Measures,” of “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

N on-GAAP adjustments for the quarter ended March 3 1 , 201 5 related to the following:

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• restructuring charges of $150 million - for further discussion, see Note 3, “Restructuring Charges,” to the condensed consolidated financial statements ;

• a loss reserve of $31 million relating to certain legal proceeding s;

• amortization expense of acquired intangible assets of $15 million . S ince management does not consider intangible asset amortization expense for the purpose of evaluating the performance of the business or its managers or when making decisions to allocate resources, such expenses have been shown as a non-GAAP adjustment; and

• reversal of previously recorded VAT receivables no longer deemed collectible of $12 million . See “Other Tax Matter,” of Note 2, “Basis of Presentation and Principles of Consolidation,” to the condensed consolidated financial statements for further discussion of the VAT receivables.

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Our primary exposure to foreign currency denominated revenues less transaction -based expenses, operating income , and non-GAAP operating income for the three months ended March 3 1 , 201 5 is presented in the following table:

# Represents multiple foreign currency rates. N/A Not applicable.

Our investments in foreign subsidiaries are exposed to volatility in currency exchange rates through translation of the foreign subsidiaries’ net assets or equity to U.S. dollars. Substantially all of our foreign subsidiaries operate in functional currencies other than the U.S. dollar. Fluctuations in currency exchange rates may create volatility in our results of operations as we are required to translate the balance sheets and operational results of these foreign currency denominated subsidiaries into U.S. dollars for consolidated reporting. The translation of foreign subsidiaries’ non-U.S. dollar balance sheets into U.S. dollars for consolidated reporting results in a cumulative translation adjustment which is recorded in accumulated other comprehensive loss within stockholders’ equity in the Condensed Consolidated Balance Sheets.

Our primary exposure to net assets in foreign currencies as of March 3 1 , 201 5 is presented in the following table:

Includes goodwill of $ 2,533 million and intangible assets, net of $ 639 million.

Credit Risk Credit risk is the potential loss due to the default or deterioration in credit quality of customers or counterparties. We are exposed

to credit risk from third parties, including customers, counterparties and clearing agents. These parties may default on their obligations to us due to bankruptcy, lack of liquidity, operational failure or other reasons. We limit our exposure to credit risk by

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Euro Swedish Krona

Other Foreign Currencies U.S. Dollar Total

(in millions, except currency rate) Three months ended March 31, 2015 Average foreign currency rate to the U.S. dollar 1.1257 0.1200 # N/A N/A

Percentage of revenues less transaction-based expenses 10.7% 8.8% 4.3% 76.2% 100.0%

Percentage of operating income 137.1% (514.8)% (55.6)% 533.3% 100.0% Impact of a 10% adverse currency fluctuation on revenues less transaction-based expenses $ (5)$ (4)$ (2)$ - $ (11) Impact of a 10% adverse currency fluctuation on operating income $ (4)$ (14) $ (1)$ - $ (19) Reconciliation between U.S. GAAP operating income and non-GAAP operating income: Operating income (loss) $ 37 $ (139)$ (15) $ 144 $ 27 Non-GAAP adjustments: Restructuring charges 1 129 3 17 150 Special legal expenses - - - 31 31 Amortization of acquired intangible assets - 3 1 11 15 Reversal of value added tax refund - 12 - - 12 Non-GAAP operating income (loss) $ 38 $ 5 $ (11) $ 203 $ 235 Percentage of non-GAAP operating income 16.2% 2.1% (4.7)% 86.4% 100.0% Impact of a 10% adverse currency fluctuation on non-GAAP operating income $ (4)$ (1)$ (1)$ - $ (6)

Net Assets Impact of a 10% Adverse

Currency Fluctuation (in millions)

Swedish Krona $ 3,217 $ (322) Norwegian Krone 197 (20) Euro 136 (14) British Pound 148 (15) Australian Dollar 81 (8)

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(1)

(1)

rigorously evaluating the counterparties with which we make investments and execute agreements. The financial investment portfolio objective is to invest in securities to preserve principal while maximizing yields, without significantly increasing risk. Credit risk associated with investments is minimized substantially by ensuring that these financial assets are placed with governments which have investment grade ratings, well-capitalized financial institutions and other creditworthy counterparties.

Our subsidiary Nasdaq Execution Services may be exposed to credit risk, due to the default of trading counterparties, in connection with the routing services it provides for our trading customers. System trades in cash equities routed to other market centers for members of our cash equity exchanges are routed by Nasdaq Execution Services for clearing to the National Securities Clearing Corporation, or NSCC. In this function, Nasdaq Execution Services is to be neutral by the end of the trading day, but may be exposed to intraday risk if a trade extends beyond the trading day and into the next day, thereby leaving Nasdaq Execution Services susceptible to counterparty risk in the period between accepting the trade and routing it to the clearinghouse. In this interim period, Nasdaq Execution Services is not novating like a clearing broker but instead is subject to the short-term risk of counterparty failure before the clearinghouse enters the transaction. Once the clearinghouse officially accepts the trade for novation, Nasdaq Execution Services is legally removed from trade execution risk. However, Nasdaq has membership obligations to NSCC independent of Nasdaq Execution Services’ arrangements.

Pursuant to the rules of the NSCC and Nasdaq Execution Services’ clearing agreement, Nasdaq Execution Services is liable for any losses incurred due to a counterparty or a clearing agent’s failure to satisfy its contractual obligations, either by making payment or delivering securities. Adverse movements in the prices of securities that are subject to these transactions can increase our credit risk. However, we believe that the risk of material loss is limited, as Nasdaq Execution Services’ customers are not permitted to trade on margin and NSCC rules limit counterparty risk on self-cleared transactions by establishing credit limits and capital deposit requirements for all brokers that clear with NSCC. Historically, Nasdaq Execution Services has never incurred a liability due to a customer’s failure to satisfy its contractual obligations as counterparty to a system trade. Credit difficulties or insolvency, or the perceived possibility of credit difficulties or insolvency, of one or more larger or visible market participants could also result in market-wide credit difficulties or other market disruptions.

Execution Access is an introducing broker which operates the eSpeed trading platform for U.S. Treasury securities. Execution Access has a clearing arrangement with Cantor Fitzgerald. As of March 31, 201 5 , we have contributed $ 19 million of clearing deposits to Cantor Fitzgerald in connection with this clearing arrangement. These deposits are recorded in other current assets in our Condensed Consolidated Balance Sheets. Some of the trading activity in Execution Access is cleared by Cantor Fitzgerald through the F ixed I ncome C learing C orporation . Execution Access assumes the counterparty risk of clients that do not clear through the F ixed I ncome C learing C orporation . Counterparty risk of clients exists for Execution Access between the trade date and settlement date of the individual transactions, which is one business day. All of Execution Access’ obligations under the clearing arrangement with Cantor Fitzgerald are guaranteed by Nasdaq. C ounterparties that do not clear through the F ixed I ncome C learing C orporation are required to post collateral, provide principal letters, or provide other forms of credit enhancement to Execution Access for the purpose of mitigating counterparty risk.

We are exposed to credit risk through our clearing operations with Nasdaq Nordic Clearing. See “Default Fund Contributions ,” and “ Margin Deposits,” of Note 1 4 , “Clearing Operations,” to the condensed consolidated financial statements for further discussion.

We also have credit risk related to transaction and subscription-based revenues that are billed to customers on a monthly or quarterly basis, in arrears. Our potential exposure to credit losses on these transactions is represented by the receivable balances in our Condensed Consolidated Balance Sheets. On an ongoing basis, we review and evaluate changes in the status of our counterparties’ creditworthiness.

Credit losses such as those described above could adversely affect our condensed consolidated financial position and results of operations. Item 4. Controls and Procedures.

(a) Disclosure controls and procedures. Nasdaq ’s management, with the participation of Nasdaq ’s Chief Executive Officer and Chief Financial Officer and Executive Vice President, Corporate Strategy, has evaluated the effectiveness of Nasdaq ’s disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, Nasdaq ’s Chief Executive Officer and Chief Financial Officer and Executive Vice President, Corporate Strategy have concluded that, as of the end of such period, Nasdaq ’s disclosure controls and procedures are effective.

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(b) Internal control over financial reporting. There have been no 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 March 3 1 , 201 5 that have materially affected, or are reasonably likely to materially affect, Nasdaq ’s internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

As previously disclosed, we became a party to several legal and regulatory proceedings in 2012, 2013, and 2014 relating to the Facebook IPO that occurred on May 18, 2012.

As described in our Annual Report on Form 10-K for the year ended December 31, 2012, we are named as a defendant in a consolidated matter captioned In re Facebook, Inc., IPO Securities and Derivative Litigation, MDL No. 2389 (S.D.N.Y.). Our appeal of the district court’s order granting in part and denying in part our motion to dismiss the consolidated amended complaint is currently pending in the United States Court of Appeals for the Second Circuit, at No. 14-1457. In April 2015, w e reached an agreement in principle, subject to court approval, to settle these claims.

In our Quarterly Report on Form 10-Q for the period ended March 31, 2013, we identified a demand for arbitration from a member organization seeking indemnification for alleged losses associated with the Facebook IPO. On June 18, 2013, the District Court for the Southern District of New York granted a preliminary injunction enjoining the arbitration, and the member organization appealed the order granting the injunction to the Second Circuit Court of Appeals. On October 31, 2014, the Second Circuit Court of Appeals affirmed the preliminary injunction. We have also reached an agreement to settle the claims asserted by the member organization.

We have established a reserve of $31 million to cover the costs of these settlements. We anticipate that some or all of the amounts paid from the loss reserve will be reimbursed by applicable insurance coverage.

We also are named as one of many defendants in City of Providence v. BATS Global Markets, Inc., et al., 14 Civ. 2811 (S.D.N.Y.), which was filed on April 18, 2014 in the United States District Court for the Southern District of New York. The district court appointed lead counsel, who filed an amended complaint on September 2, 2014. The amended complaint names as defendants seven national exchanges, as well as Barclays PLC, which operated a private alternative trading system. On behalf of a putative class of securities traders, the plaintiffs allege that the defendants engaged in a scheme to manipulate the markets through high-frequency trading; the amended complaint asserts claims against us under Section 10(b) of the Exchange Act and Rule 10b-5, as well as under Section 6(b) of the Exchange Act. We filed a motion to dismiss the amended complaint on November 3, 2014. In response, the plaintiffs filed a second amended complaint on November 24, 2014, which names the same defendants and alleges essentially the same violations. We then filed a motion to dismiss the second amended complaint on January 23, 2015. The plaintiffs filed an opposition to our motion to dismiss on March 24, 2015. Our reply is due on May 8, 2015. On January 12 , 2015, the court consolidated this case in a multi-district litigation proceeding under the heading In re Barclays Liquidity Cross and High Frequency Trading Litigation, 14-md-02589 (S.D.N.Y). The consolidated cases bring claims against Barclays PLC and Barclays Capital alleging that certain marketing materials about Barclays LX contained false or misleading statements. Although the Providence matter has been consolidated with the Barclays matter, separate motions to dismiss have been filed for each case. Given the preliminary nature of the proceedings, we are unable to estimate what, if any, liability may result from this litigation. However, we believe the claims to be without merit and intend to litigate them vigorously.

In addition, we are named as one of many exchange defendants in Lanier v. BATS Exchange Inc., et al., 14 Civ. 3745 (S.D.N.Y.), Lanier v. BATS Exchange Inc., et al., 14 Civ. 3865 (S.D.N.Y.), and Lanier v. Bats Exchange Inc., 14 Civ. 3866 (S.D.N.Y.), which were filed between May 23, 2014 and May 30, 2014 in the United States District Court for the Southern District of New York. The plaintiff is the same in each of these cases, and the three complaints contain substantially similar allegations. On behalf of a putative class of subscribers for market data provided by national exchanges, the plaintiff alleges that the exchanges provided data more quickly to certain market participants than to others, supposedly in breach of the exchanges’ plans for dissemination of market data and subscriber agreements executed under those plans. The complaint asserts contractual theories under state law based on these alleged breaches. On September 29, 2014, we filed a motion to dismiss the complaints. The court heard oral argument on the motion on January 16, 2015. On April 28, 2015, the district court entered an order dismissing the complaints with prejudice, concluding that they are foreclosed by the Exchange Act and in any event do not state a claim under the contracts.

On February 5, 2015, I. Stephen Rabin filed a putative class action, Rabin v. John Doe Market Makers, NASDAQ OMX PHLX LLC, and NASDAQ OMX Group, Inc., No. 15-551 (E.D. Pa.), in the United States District Court for the Eastern District of Pennsylvania alleging that options traders on the N asdaq PHLX exchange were damaged when market makers on that exchange manipulated options in advance of dividend payments on underlying stock and exchange traded funds for their personal benefit. Plaintiff further alleges that – with the assent of the Nasdaq defendants – the unidentified market maker defendants (plaintiff states an intention to seek their identities from the Nasdaq defendants in discovery) damaged other writers of call options by executing among themselves prearranged manipulative matched options trades on an underlying security immediately prior to the date for the that security’s dividend payment. The alleged class period is from February 6, 2010 through the present. Based on these allegations,

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plaintiff asserts claims against all defendants for securities fraud pursuant to Section 10(b) of the Securities Exchange Act and Rule 10b-5 promulgated thereunder, and for unjust enrichment. We believe the claims to be without merit and intend to litigate them vigorously.

Except as disclosed above and in prior reports filed under the Exchange Act, we are not currently a party to any litigation or proceeding that we believe could have a material adverse effect on our business, consolidated financial condition, or operating results. However, from time to time, we have been threatened with, or named as a defendant in, lawsuits or involved in regulatory proceedings.

Item 1A. Risk Factors. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors

discussed under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 201 4 as filed with the SEC on February 17 , 201 5. These risks could materially and adversely affect our business, financial condition and results of operations. The risks and uncertainties in our Form 10-K and Form 10-Q are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. Share Repurchase Program

See “Share Repurchase Program,” of Note 11, “Nasdaq Stockholders’ Equity,” to the condensed consolidated financial statements for further discussion of our share repurchase program.

Employee Transactions In addition to our share repurchase program, during the fiscal quarter ended March 3 1 , 201 5 , we also purchased shares from

employees in connection with the settlement of income tax and related benefit withholding obligations arising from the vesting of restricted stock grants.

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 March 3 1 , 201 5.

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Period (a) Total Number of Shares Purchased

(b) Average Price Paid Per Share

(c) Total Number of Shares Purchased as

Part of Publicly Announced Plans or

Programs

(d) Maximum Dollar Value of Shares that

May Yet Be Purchased Under the

Plans or Programs (in millions)

January 2015 Share repurchase program - $ - - $ 537

Employee transactions 947 $ 48.70 N/A N/A February 2015

Share repurchase program 187,994 $ 49.70 187,994 $ 528

Employee transactions 462,512 $ 49.97 N/A N/A March 2015

Share repurchase program 411,957 $ 50.26 411,957 $ 507

Employee transactions 6,058 $ 50.58 N/A N/A Total Fiscal Quarter Ended March 31, 2015

Share repurchase program 599,951 $ 50.08 599,951 $ 507 Employee transactions 469,517 $ 49.98 N/A N/A

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Item 3. Defaults U pon Senior Securities. None.

Item 4. Mine Safety Disclosures. Not applicable.

Item 5. Other Information.

Disclosure of Iranian Activities Under Section 13(r) of the Securities Exchange Act of 1934 Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, or the ITRSHRA, requires disclosure by public

companies of certain transactions involving the Government of Iran, as well as entities and individuals designated under Executive Order 13382 and Executive Order 13224. In some instances, ITRSHRA requires companies to disclose these types of transactions, even if they were permissible under U.S. law or were conducted by a non-U.S. affiliate in accordance with the local law under which such entity operates.

As a leading provider of trading, clearing, exchange technology, regulatory, securities listing, information and public company services across six continents, we own and operate stock exchanges and other businesses in many jurisdictions throughout the world. To our knowledge, none of our activities during 2015 is required to be disclosed pursuant to ITRSHRA, with the following possible exceptions. As set forth in our prior filings, a non-U.S. subsidiary of Nasdaq, NASDAQ OMX Armenia OJSC, operated the Armenian Stock Exchange and the Central Depository of Armenia, which are regulated by the Central Bank of Armenia under Armenian law. In accordance with the requirements of Armenian law, Mellat Bank SB CJSC, an Armenian entity that is designated under Executive Order 13382, is a market participant on the Armenian Stock Exchange and, as a result, pays participation and transaction fees to the Armenian Stock Exchange. In the first quarter of 2015, the Armenian Stock Exchange received participation and transaction fees from Mellat Bank SB CJSC totaling 1,586,231 Armenian Dram (the equivalent of approximately $3,339), which represents only 2.4% of all participation and transaction fees collected by the Armenian Stock Exchange during that period. We voluntarily self-disclosed this matter to the U.S. government and applied for authorization from the U.S. government to continue , if necessary, certain activities pertaining to Mellat Bank SB CJSC in Armenia in a limited manner.

Item 6. Exhibits. The exhibits required by this item are listed on the Exhibit Index.

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SIGNATURES

Pursuant to the requirements 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.

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(Registrant) Date: May 6 , 201 5 By: /s/ Robert Greifeld

Name: Robert Greifeld Title: Chief Executive Officer

Date: May 6 , 201 5 By: /s/ Lee Shavel

Name: Lee Shavel

Title: Chief Financial Officer and Executive Vice

President, Corporate Strategy

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Exhibit Index

* Management contract or compensatory plan or arrangement. ** The following materials from The NASDAQ OMX Group, Inc. Quarterly Report on Form 10-Q for the three months

ended March 3 1 , 201 5 are formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at March 31, 2015 and December 31, 2014; (ii) Condensed Consolidated Statements of Income for the three months ended March 31, 2015 and 2014; (iii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 3 1 , 201 5 and 201 4 ; (iv) Condensed Consolidated Statements of Cash Flows for the three months ended March 3 1 , 201 5 and 201 4 ; and (v) notes to condensed consolidated financial statements.

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Exhibit

Number 10 .1 Form of Nasdaq Restricted Stock Unit Award Certificate ( employees ).* 10. 2 Form of Nasdaq One-Year Performance Share Unit Agreement.* 10.3 Form of Nasdaq Three-Year Performance Share Unit Agreement.*

11 Statement regarding computation of per share earnings (incorporated herein by reference from Note 12 to the condensed consolidated financial statements under Part I, Item 1 of this Form 10-Q).

31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-

Oxley”).

31.2 Certification of Chief Financial Officer and Executive Vice President, Corporate Strategy pursuant to Section 302 of Sarbanes-Oxley.

32.1 Certifications Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley.

101.INS XBRL Instance Document**

101.SCH XBRL Taxonomy Extension Schema

101.CAL XBRL Taxonomy Extension Calculation Linkbase

101.DEF Taxonomy Extension Definition Linkbase

101.LAB XBRL Taxonomy Extension Label Linkbase

101.PRE XBRL Taxonomy Extension Presentation Linkbase

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THE NASDAQ OMX GROUP, INC. RESTRICTED STOCK UNIT AWARD CERTIFICATE

THIS CERTIFIES THAT The NASDAQ OMX Group, Inc. (the “Company”) has on the Award Date specified above granted to

[NAME]

(the “Participant”) an award (the “Award”) to receive the number of Restricted Stock Units (the “RSUs” or “ Restricted Stock Units ” ) indicated in the box above labeled “Number of Restricted Stock Units,” each RSU representing the right to receive one share of the Company’s common stock, $.01 per value per share (the “Common Stock”), subject to certain restrictions and on the terms and conditions contained in this Award Certificate and The NASDAQ OMX Group, Inc. Amended and Restated Equity Incentive Plan (the “Plan”). Capitalized terms not otherwise defined have the meanings set forth in the Plan. A copy of the Plan is available from Human Resources, and is also available on the Company’s website.

* * *

1. Rights of the Participant with Respect to the Restricted Stock Units.

(a) Prior to vesting of the Restricted Stock Units pursuant to Section 2, (i) the Participant shall not be treated as a shareholder as to Shares issuable to the Participant with respect to such Restricted Stock Units, and shall only have a contractual right to receive such Shares following such vesting, unsecured by any assets of the Company or its Subsidiaries; (ii) the Participant shall not be permitted to vote the Restricted Stock Units or the Shares issuable with respect to such Restricted Stock Units; and (iii) the Participant’s right to receive such Shares following vesting of the Restricted Stock Units shall be subject to the adjustment provisions set forth in Section 1 3 of the Plan. The Restricted Stock Units shall be subject to all of the restrictions hereinafter set forth.

(b) At the sole discretion of the Committee, the Participant shall be permitted to receive cash payments equal to the dividends and distributions paid on Shares (other than dividends or distributions of securities of the Company which may be issued with respect to Shares by virtue of any stock split, combination, stock dividend or recapitalization) to the same extent as if each Restricted Stock Unit was a Share, and those Shares were not subject to the restrictions imposed by this Award Certificate and the Plan; provided, however, that no dividends or distributions shall be payable to or for the benefit of the Participant with respect to record dates for such dividends or distributions occurring on or after the date, if any, on which the Participant has forfeited the Restricted Stock Units.

Exhibit 10.1

Award Date: [DATE]

Number of Restricted Stock Units: [ TOTAL_SHARES_GRANTED ]

2. Vesting.

(a) Except as otherwise provided under this Award Certificate , the Restricted Stock Units shall vest in accordance with the following vesting schedule: 25% of the Restricted Stock Units shall vest on the second anniversary of the Award Date ( specified above ) ; an additional 25% of the Restricted Stock Units shall vest on the third anniversary of the Award Date; an d the remaining balance of the Restricted Stock Units shall vest on the fourth anniversary of the Award Date (the “Final Vesting Date”); provided, in each case, that the Participant remains in continuous employment with the Company or any of its Subsidiaries until such date (s) .

(b) If, prior to the Final Vesting Date of the RSUs under paragraph (a) above the Participant has a Separation from Service (as defined in the Plan) with the Company or any of its Subsidiaries for any reason (voluntary or involuntary), then such non-vested RSUs shall be immediately and irrevocably forfeited, except as otherwise provided in Section 8 (e)(ii) of the Plan (Separation from Service by reason of death or Retirement) or , if applicable, Section 1 2 of the Plan (Separation from Service following a Change in Control). Notwithstanding anything to the contrary in the Plan or this Award Certificate, and for purpose s of clarity, any Separation from Service shall be effective as of the date the Participant’s active employment ends and shall not be extended by any statutory or common law notice period.

(c) If, prior to the vesting of the RSUs under paragraph (a) above the Participant is determined by the insurance carrier under the Company’s then-current long-term disability plan to be entitled to receive benefits under such plan, and, by reason of such Disability, is deemed to have a Separation from Service (within the meaning of the Plan), then an amount of unvested RSUs shall vest as described in Section 8 (e)(iii) of the Plan.

3. Issuance of Shares . Following the applicable vesting date with respect to the Restricted Stock Units, and subject to the terms and conditions of the Plan, the Company will issue Shares with respect to such vested Restricted Stock Units, net of any Shares withheld by the Company to satisfy the payment of taxes as described in Section 6 herein. Such issuance shall take place as soon as practicable following the applicable vesting date (but in no event later than 60 days following the applicable vesting date described in Section 2(a), ( b ) or ( c ) above ). The Shares issued in respect of the Restricted Stock Units shall be subject to such stop transfer orders and other restrictions as the Committee may determine is required by the rules, regulations, and other requirements of the Securities and Exchange Commission, The Nasdaq Stock Market, any applicable federal or state laws and the Company’s Certificate of Incorporation and By -L aws, and the Committee may cause a legend or legends to be put on such Shares to make appropriate reference to such restrictions. The Company may make delivery of Shares in settlement of Restricted Stock Units by either (A) delivering certificates representing such Shares to the Participant, registered in the name of the Participant, or (B) by depositing such Shares into a stock brokerage account maintained for the Participant. The Company will not deliver any fractional shares of Common Stock but will instead round down to the next full number the amount of shares of Common Stock to be delivered.

4. No Right to Continued Employment . Neither the Plan nor this Award Certificate shall confer on the Participant any right to be retained, in any position, as an employee, consultant or director of the Company, and nothing in this Award Certificate or the Plan shall be construed to

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limit the discretion of the Company (or subsidiary of the Company that employs the Participant) to terminate the Participant’s employment at any time, with or without cause.

5. Transferability .

(a) The Restricted Stock Units are not transferable and may not be sold, assigned, transferred, disposed of, pledged or otherwise encumbered by the Participant, other than by will or the laws of descent and distribution. Upon such transfer (by will or the laws of descent and distribution), such transferee in interest shall take the rights granted herein subject to all the terms and conditions hereof.

(b) Subject to Section 5(a) hereof, in order to comply with any applicable securities laws, the Shares issued to the Participant with respect to vested Restricted Stock Units may only be sold by the Participant following registration of such Shares under the Securities Act of 1933, as amended, or pursuant to an exemption therefrom.

6. Withholding.

(a) In order to comply with all applicable federal, state and local tax laws or regulations, the Company may take such actions as it deems appropriate to ensure that all applicable federal, state and local payroll, withholding, income or other taxes are withheld or collected from the Participant.

(b) In accordance with the terms of the Plan, and such rules as may be adopted by the Committee under the Plan, the Participant may elect to satisfy the Participant’s federal, state and local tax withholding obligations arising from the receipt of, the vesting of or the lapse of restrictions relating to, the RSUs, by (i) delivering cash, check or money order payable to the Company, (ii) delivering to the Company other Common Stock, (iii) having the Company withhold a portion of the shares of Common Stock otherwise to be delivered having a Fair Market Value sufficient to satisfy the minimum withholding required with respect thereto to the extent permitted by the Company; or (iv) having the Company (or the Subsidiary of the Company that employs the Participant) withhold any amounts necessary to pay the minimum withholding required from the Participant’s salary or other amounts payable to the Participant. The Company will not deliver any fractional shares of Common Stock but will instead round down to the next full number the amount of shares of Common Stock to be delivered. The Participant’s election must be made on or before the date that any such withholding obligation with respect to the RSUs arises. If the Participant fails to timely make such an election, the Company shall have the right to withhold a portion of the shares of Common Stock otherwise to be delivered having a Fair Market Value equal to the statutory minimum amount of withholding with respect to applicable taxes, as determined by the Company in its sole discretion. The net settlement of the shares underlying the vested RSUs and the delivery of shares of Common Stock previously owned are hereby specifically authorized alternatives for the satisfaction of the foregoing withholding obligation. To the extent necessary to meet any obligation to withhold Federal Insurance Contributions Act taxes before delivery of the Shares , the Company is authorized to deduct those taxes from other current wages.

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7. Governing Law . This Award Certificate shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law provisions thereof.

8. Amendments . The Company, acting by means of the Committee, has the right, as set forth in the Plan, to amend, alter, suspend, discontinue or cancel this Award, prospectively or retroactively; provided however, that no such amendment, alteration, suspension, discontinuance or cancelation of the RSUs will adversely affect the Participant’s material rights under this Award Certificate without the Participant’s consent. The Company has the authority to amend this Award Certificate, consistent with the foregoing, without the Participant’s written agreement , except as set forth in this Section 8.

In the event that the Company is reorganized or liquidated, or if all or substantially all of its assets are sold, or if the Company is merged or consolidated with another corporation or entity (or in the event the Company consummates a written agreement to accomplish any of the foregoing), the Committee may, in its sole discretion and upon at least 10 days advance notice to the Participant, cancel any outstanding RSUs and cause the Participant to be paid (in cash or in stock, or any combination thereof) the value of such RSUs based upon the price per share of Common Stock received or to be received in the transaction.

9. Administration . This Award Certificate shall at all times be subject to the terms and conditions of the Plan. Capitalized terms not defined in this Award Certificate shall have the meanings set forth in the Plan. The Committee shall have sole and complete discretion with respect to all matters reserved to it by the Plan and decisions of the Committee with respect thereto and this Award Certificate shall be final and binding upon the Participant and the Company. The Committee has the authority and discretion to determine any questions which arise in connection with the award of the Restricted Share Units hereunder.

10. Compliance with Code Section 409A.

(a) Distributions of Common Stock in payment for RSUs as described herein which represent a “deferral of compensation” within the meaning of Code section 409A shall conform to the applicable requirements of Code section 409A , to the extent applicable, including, without limitation, the requirement that a distribution to a Participant who is a “specified employee” within the meaning of Code section 409A(a)(2)(B)(i) which is made on account of the specified employee’s Separation from Service shall not be made before the date which is six (6) months after the date of Separation from Service.

(b) It is the intention of the Company and Participant that this Award Certificate not result in an unfavorable tax consequences to Participant under Code Section 409A. Accordingly, as permitted by the Plan, the Company may at any time (without the consent of the Participant) modify or amend the Plan or this Award Certificate to the extent necessary to ensure that the Award is not “deferred compensation” subject to Code Section 409A (or, alternatively, to conform to the requirements of Code Section 409A). Any such amendments shall be made in a manner that preserves to the maximum extent possible the intended benefits to Participant. This paragraph does not create an obligation on the part of Company to modify this Award Certificate and does not guarantee that the amounts or benefits owed under this Award Certificate will not be subject to interest and penalties under Code Section 409A . For purposes of applying the

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provisions of Code Section 409A, to the extent applicable, each group of Restricted Stock Units that would vest in accordance with Section 2(a) shall be treated as a separate payment .

(c) While the Company intends that this Award Certificate and the RSUs granted hereunder comply with or be exempt from the requirements of Code Section 409A and any related regulations or other guidance promulgated thereunder, neither the Company or the Committee nor any of their respective affiliates shall be liable to any person for the tax consequences of any failure to comply with the requirements of Code Section 409A or any other tax consequences relating to this Award .

11. Imposition of Other Requirements . The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Restricted Stock Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require the Participant, as a condition of receipt of shares of Common Stock underlying a RSU, to sign any additional Award Certificates or undertakings that may be necessary to accomplish the foregoing.

12. Notices . Any notice, request, instruction or other document given under this Award Certificate shall be in writing and may be delivered by such method as may be permitted by the Company, and shall be addressed and delivered, in the case of the Company, to the Secretary of the Company at the principal office of the Company and, in the case of the Participant, to the Participant’s address as shown in the records of the Company or to such other address as may be designated in writing (or by such other method approved by the Company) by either party.

13. Severability . The invalidity or unenforceability of any provision of this Award Certificate shall not affect the validity or enforceability of any other provision of this Award Certificate, and each other provision of the Award Certificate shall be severable and enforceable to the extent permitted by law .

14. Award Subject to Plan; Amendments to Award . This Award is subject to the Plan as approved by the shareholders of the Company. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained in this Award Certificate and a term or provision of the Plan, the applicable terms and provisions of this Award Certificate will govern and prevail.

15. Discretionary Nature of Plan; No Vested Rights . The Plan is discretionary in nature and limited in duration, and may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time. The grant of the Award represented by this Award Certificate does not create any contractual or other right to receive an award in the future. Future Awards, if any, will be at the sole discretion of the Company, including, but not limited to, the form and ti ming of an Award, the number of shares of Common Stock subject to the Award, and the vesting provisions. Any amendment, modification or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Participant’s employment with the Company.

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The NASDAQ OMX Group, Inc. By:_______________________________________

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THE NASDAQ OMX Group, INC. PERFORMANCE SHARE UNIT AGREEMENT

This PERFORMANCE SHARE UNIT AGREEMENT (this “ A greement ”) between The NASDAQ OMX Group, Inc., a Delaware corporation (the “ Company ”), and [EMPLOYEE NAME ] (the “ Grantee ”) memorializes the grant by the Management Compensation Committee of the Board of Directors of the Company (the “Committee”) on [ DATE ] (the “Grant Date”) of performance share units to the Grantee on the terms and conditions set out below.

RECITALS:

The Company has adopted The NASDAQ OMX Group, Inc. Equity Incentive Plan (the “ Plan ”), which Plan is incorporated herein by reference and made a part of this Agreement. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Plan. The Plan in relevant part provides for the issuance of stock-based awards that are subject to the attainment of performance goals as established by the Committee.

The Committee has determined that it is in the best interests of the Company and its shareholders to grant the performance share units provided for herein to the Grantee pursuant to the Plan and under the terms set forth herein as an increased incentive for the Grantee to contribute to the Company’s future success and prosperity.

Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Plan.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows:

1. Grant of Performance-Based Award . The Company hereby grants to the Grantee [ TARGET ] performance share units (the “ Performance Share Units ”), which Performance Share Units shall entitle the Grantee to receive up to [ MAX PAYOUT ] Shares (or a lesser number of Shares, or no Shares whatsoever), subject to the terms and conditions set forth in this Agreement and the Plan. (A complete copy of the Plan, as in effect on the date of grant, is available to the Grantee upon request.). Shares corresponding to the Performance Share Units granted herein are in all events to be delivered to the Grantee only after the Grantee has become vested in the Performance Share Units pursuant to Section 4, below.

2. Performance Period . For purposes of this Agreement, the term “ Performance Period ” shall be the period commencing on January 1, 2015 and ending on December 31, 2015 .

3. Performance Goal .

(a) Subject to the following sentence, the Performance Goal is set out in Appendix A hereto, which Appendix A is incorporated by reference herein and made a part hereof. Notwithstanding the foregoing, the provisions of Section 13 or any other provision of this Agreement to the contrary, the Committee reserves the right to unilaterally change or

Exhibit 10.2

A- 1

otherwise modify the Performance Goal in any manner whatsoever (including substituting a new Performance Goal), but only to the extent that the Committee has first determined that the exercise of such discretion would not cause the Performance Share Units to fail to qualify as “performance-based compensation” under Section 162(m) of the Code. If the Committee exercises such discretionary authority to any extent, the Committee shall provide the Grantee with a new Appendix A in substitution for the Appendix A attached hereto, and such new Appendix A and the Performance Goal set out therein (rather than the Appendix A attached hereto and the Performance Goal set out therein) shall in all events apply for all purposes of this Agreement.

(b) Depending upon the extent, if any, to which the Performance Goal has been achieved, and subject to compliance with the requirements of Section 4, each Performance Share Unit shall entitle the Grantee to receive, at such time as is determined in accordance with the provisions of Section 5, between 0 and 1.5 Shares for each Performance Share Unit. The Committee shall, as soon as practicable following the last day of the Performance Period, certify (i) the extent, if any, to which, in accordance with Appendix A, the Performance Goal has been achieved with respect to the Performance Period and (ii) the number of whole and/or partial Shares, if any, which, subject to compliance with the vesting requirements of Section 4, the Grantee shall be entitled to receive with respect to each Performance Share Unit (with such number of whole and/or partial Shares being hereafter referred to as the “ Share Delivery Factor ”). Such certification shall be final, conclusive and binding on the Grantee, and on all other persons, to the maximum extent permitted by law.

4. Vesting of Performance Share Units .

(a) The Performance Share Units are subject to forfeiture to the Company until they become non-forfeitable in accordance with this Section 4. Except as provided in the following sentence, (i) the risk of forfeiture will lapse on the first one-third of the Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2016 ; (ii) the risk of forfeiture will lapse on the second one-third of the Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 201 7 ; and (iii) the risk of forfeiture will lapse on the remaining Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 201 8 (col lectively with December 31, 2016 and December 31, 2017 , each a “Vest Date”) . Notwithstanding the foregoing, if the Grantee’s employment with the Company terminates by reason of death prior to December 31, 201 8 , the risk of forfeiture shall lapse on all Performance Share Units, and all unvested Performance Share Units shall thereupon become vested on the date of death (or, if later, on the date, following the end of the Performance Period on which the Committee determines whether, and to what extent the Performance Share Units are earned in accordance with Section 3(b) of this Agreement).

(b) In the event that (i) the Company terminates the Grantee’s employment with the Company for any reason prior to a Vest Date or (ii) the Grantee terminates employment with the Company for any reason (other than death) prior to such date, all unvested Performance Share Units shall be cancelled and forfeited, effective as of the Grantee’s separation

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from service. Notwithstanding anything to the contrary in the Plan or this Agreement, and for purposes of clarity, any separation from service shall be effective as of the date the Grantee’s active employment ends and shall not be extended by any statutory or common law notice period.

5. Delivery of Shares . As soon as practicable following the applicable Vest Date, and compliance with all applicable tax withholding as described in Section 11 hereof, but in no event later than two and one-half months after the end of the calendar year in which the Vest Date occurs, the Company shall instruct the registrar for the Company to make an entry on its books and records evidencing that the Shares underlying such vested Performance Share Units have been duly issued as of that date; provided, however, that the Grantee may, in the alternative, elect in writing prior thereto to receive a stock certificate representing the full number of Shares acquired, which certificate may bear a restrictive legend prohibiting the transfer of such Shares for such period as may be prescribed by the Company. The Company shall not be liable to the Grantee for damages relating to any delays in issuing the certificates. The underlying Shares may be registered in the name of the Grantee’s legal representative or estate in the event of the death of the Grantee. In the event of the acceleration of the lapse of forfeiture restrictions upon the death of the Grantee as contemplated by Section 4(a) of this Agreement, this process shall occur as soon as possible following such vesting date, but in no event later than two and one-half months after the end of the calendar year in which such vesting date occurs. Notwithstanding anything in the Agreement, t he Company may make delivery of Shares in settlement of Performance Share Units by either (A) delivering certificates representing such Shares to the Grantee, registered in the name of the Grantee, or (B) by depositing such Shares into a stock brokerage account maintained for the Grantee.

6. Electronic Delivery . The Company may, in its sole discretion, decide to deliver any documents related to the Performance Share Units or future Awards granted under the Plan by electronic means or request the Grantee’s consent to participate in the Plan by electronic means. By accepting this Award, the Grantee hereby consents and agrees to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.


(a) Except as provided below, or except to the minimal extent required by law, the Performance Share Units are nontransferable and may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee, except by will or the laws of descent and distribution, and upon any such transfer, by will or the laws of descent and distribution (or upon such transfer required by law), the transferee shall hold such Performance Share Units subject to all the terms and conditions that were applicable to the Grantee immediately prior to such transfer. Notwithstanding the foregoing, the Grantee may transfer any vested Performance Share Units to members of his immediate family (defined as his spouse, children or grandchildren) or to one or more trusts for the exclusive benefit of such immediate family members or partnerships in which such immediate family members are the only partners if the transfer is approved by the Committee and the Grantee does not receive any consideration for the transfer. Any such transferred portion of the Performance Share Units shall

3

continue to be subject to the same terms and conditions that were applicable to such portion of the Performance Share Units immediately prior to transfer (except that such transferred Performance Share Units shall not be further transferable by the transferee). No transfer of a portion of the Performance Share Units shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and a copy of such evidence as the Committee may deem necessary to establish the validity of the transfer and the acceptance by the transferee of the terms and conditions hereof.

(b) Upon any transfer by will or the laws of descent and distribution (or upon any such transfer required by law), such transferee shall take the Performance Share Units and the Shares delivered in connection therewith (the “ Transferee Shares ”) subject to all the terms and conditions that were (or would have been) applicable to the Performance Share Units and the Transferee Shares immediately prior to such transfer.

8. Rights of Grantee . Prior to the delivery, if any, of Shares to the Grantee pursuant to the provisions of Section 5, the Grantee shall not have any rights of a shareholder of the Company , including, but not limited to, the right to receive dividend payments, on account of the Performance Share Units.

9. Unfunded Nature of Performance Share Units . The Company will not segregate any funds representing the potential liability arising under this Agreement. The Grantee’s rights in respect of this Agreement are those of an unsecured general creditor of the Company. The liability for any payment under this Agreement will be a liability of the Company and not a liability of any of its officers, directors or Affiliates.

10. Securities Laws . The Company may condition delivery of Shares for any vested Performance Share Units upon the prior receipt from the Grantee of any undertakings which it may determine are required to assure that the Shares are being issued in compliance with federal and state securities laws .

11. Withholding . Regardless of any action the Company, any of its Subsidiaries and/or the Grantee 's employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee ’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee ’s responsibility and may exceed the amount actually withheld by the Company or any of its affiliates. The Grantee further acknowledges that the Company and/or its Subsidiaries ( i ) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Share Units, including, but not limited to, the grant or vesting of the Performance Share Units, the delivery of Shares, the subsequent sale of Shares acquired pursuant to such delivery and the receipt of any dividends and/or dividend equivalents; and ( ii ) do not commit to and are under no obligation to structure the terms of any award to reduce or eliminate the Grantee ’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee becomes subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Grantee acknowledges that the Company and/or its Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

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Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or its Subsidiaries to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or its Subsidiaries, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:

(a) withholding from the Grantee ’s wages or other cash compensation paid to the

Grantee by the Company and/or its Subsidiaries; or

(b) withholding from proceeds of the Shares acquired following settlement either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee ’s behalf pursuant to this authorization); or

(c) withholding in Shares to be delivered upon settlement.

To avoid negative accounting treatment, the Company and/or its Subsidiaries may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Grantee is deemed to have been issued the full number of Shares attributable to the awarded Performance Share Units, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee ’s participation in the Plan.

Finally, the Grantee shall pay to the Company and/or its Subsidiaries any amount of Tax-Related Items that the Company and/or its Subsidiaries may be required to withhold or account for as a result of the Grantee ’s participation in the Plan that are not satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Grantee fails to comply with the Grantee ’s obligations in connection with the Tax-Related Items.

By accepting this grant of Performance Share Units, the Grantee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its subsidiaries as set forth hereunder, including the withholding of Shares and the withholding from the Grantee’s wages/salary or other amounts payable to the Grantee. All other Tax- Related Items related to the Performance Share Units and any Shares delivered in satisfaction thereof are the Grantee’s sole responsibility.

12. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principle of law that could result in the application of the law of any other jurisdiction.

13. Amendments . This Agreement may be amended or modified at any time by an instrument in writing signed by the parties hereto, except as otherwise provided in Section 3(a) or Sections 15 or 16 of this Agreement regarding permitted unilateral action by the Committee or in Section 13 (a) of the Plan related to amendments or alterations that do not adversely affect the rights of the Grantee in this Award .

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14. Administration . This Agreement shall at all times be subject to the terms and conditions of the Plan. The Committee shall have sole and complete discretion with respect to all matters reserved to it by the Plan and decisions of the Committee with respect thereto and this Agreement shall be final and binding upon the Grantee and the Company. In the event of any conflict between the terms and conditions of this Agreement and the Plan, the provisions of this Agreement shall control. The Committee has the authority and discretion to determine any questions which arise in connection with the award of the Performance Share Units hereunder.

15. Compliance with Code Section 409A . It is the intention of the Company and Grantee that this Agreement not result in an unfavorable tax consequences to Grantee under Code Section 409A. Accordingly, Grantee consents to any amendment of this Agreement as the Company may reasonably make in furtherance of such intention, and the Company shall promptly provide, or make available to, Grantee a copy of such amendment. Any such amendments shall be made in a manner that preserves to the maximum extent possible the intended benefits to Grantee. This paragraph does not create an obligation on the part of Company to modify this Agreement and does not guarantee that the amounts or benefits owed under the Agreement will not be subject to interest and penalties under Code Section 409A.

16. Imposition of Other Requirements . The Company reserves the right to impose other requirements on the Grantee’s participation in the Plan, on the Performance Share Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require the Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. The Grantee agrees, upon demand of the Company or the Committee, to do all acts and execute, deliver and perform all additional documents, instruments and agreements which may be reasonably required by the Company or the Committee, as the case may be, to implement the provisions and purposes of the Plan and this Agreement.

17. No Right to Continued Employment . This Agreement shall not confer on the Grantee any right to be retained, in any position, as an employee, consultant or director of the Company.

18. Notices . Any notice, request, instruction or other document given under this Agreement shall be in writing and may be delivered by such method as may be permitted by the Company, and shall be addressed and delivered, in the case of the Company, to the Secretary of the Company at the principal office of the Company and, in the case of the Grantee, to the Grantee’s address as shown in the records of the Company or to such other address as may be designated in writing (or by such other method. approved by the Company) by either party.

19. Award Subject to Plan. This Award is subject to the Plan as approved by the shareholders of the Company. In the event of conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of this Agreement will govern and prevail.

20. Severability . The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement

6

and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.

21. Discretionary Nature of Plan; No Vested Rights . The Plan is discretionary in nature and limited in duration, and may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time. The grant of the Award represented by this Agreement does not create any contractual or other right to receive an award in the future. Future Awards, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of an Award, the number of shares of Common Stock subject to the Award, and the vesting provisions. Any amendment, modification or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Grantee ’s employment with the Company.

22. Termination Indemnities . The value of the Grantee ’s Award is an extraordinary item of compensation outside the scope of the Grantee ’s employment con tract, if any. As such, the Performance Share Units are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments.

23. English Language . The Grantee acknowledges and agrees that it is the Grantee ’s express intent that the Plan, this Agreement, any addendum and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Award, be drawn up in English. Unless specifically indicated, if the Grantee has received the Plan, this Agreement, any addendum or any other documents related to the Award translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version shall control.

24. Consent to Collection, Processing and Transfer of Personal Data . Pursuant to applicable personal data protection laws, the Company hereby notifies the Grantee of the following in relation to the Grantee ’s personal data and the collection, processing and transfer of such data in relation to the Company’s grant of this Award and the Grantee ’s participation in the Plan. The collection, processing and transfer of the Grantee ’s personal data is necessary for the Company’s administration of the Plan and the Grantee ’s participation in the Plan. The Grantee ’s denial and/or objection to the collection, processing and transfer of personal data may affect the Grantee ’s participation in the Plan. As such, the Grantee voluntarily acknowledges and consents (where required under applicable law) to the collection, use, processing and transfer of personal data as described in this paragraph.

The Co mpany and the Employer hold certain personal information about the Grantee , including name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Awards or any other entitlement to Shares awarded, canceled, purchased, vested, unvested or outstanding in Grantee ’s favor, for the purpose of managing and a dministering the Plan (“Data”). The Data may be provided by the Grantee or collected, where lawful, from third parties, and the Company will process the Data for the exclusive purpose of implementing, administering and managing the Grantee ’s participation in the Plan. The Data processing will take place through electronic and non-electronic means according to logics and

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procedures strictly correlated to the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations in the Grantee ’s country of residence. Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought. Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for the Grantee ’s participation in the Plan.

The Company and the Employer will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of the Grantee ’s participation in the Plan, and the Company and the Employer may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States. The Grantee hereby authorizes (where required under applicable law) them to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing the Grantee ’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on the Grantee ’s behalf to a broker or other third party with whom the Grantee may elect to deposit any Shares acquired pursuant to the Plan.

The Grantee may, at any time, exercise his or her rights provided under applicable personal data protection laws, which may include the right to (a) obtain confirmation as to the existence of the Data, (b) verify the content, origi n and accuracy of the Data, (c) request the integration, update, amendment, deletion, or blockage (for breach of applicable laws) of the Data, and (d) to oppose, for legal reasons, the collection, processing or transfer of the Data which is not necessary or required for the implementation, administration and/or operation of the Plan and the Grantee ’s participation in the Plan. The Grantee may seek to exercise these rights by contacting the Grantee ’s local human resources manager .

25. Addendum to Agreement . Notwithstanding any provisions of this Agreement to the contrary, the Award shall be subject to any special terms and conditions for the Grantee ’s country of residence (and country of employment, if different), as are set forth in the applicable Addendum to the Agreement. Further, if the Grantee transfers residence and/or employment to another country reflected in an Addendum to the Agreement, the special terms and conditions for such country will apply to the Grantee to the extent the Company determines, in its sole discretion, that the application of such terms is necessary or advisable in order to comply with local law or to facilitate administration of the Plan. Any applicable Addendum shall constitute part of this Agreement.

26. Execution . This Agreement may be executed, including execution by facsimile signature, in one or more counterparts, each of which will be deemed an original, and all of which together shall be deemed to be one and the same instrument.

27. Tax Consequences . The Grantee acknowledges that the Company has not advised the Grantee regarding the Grantee’s alternatives under Section 83(b) of the Code in connection with the award, earning or vesting of the Performance Share Units and the delivery of Shares in connection therewith.

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IN WITNESS WHEREOF, the parties hereto have executed this Performance Share Unit Agreement on the ___ day of _____, 2015 . By execution of this Performance Share Unit Agreement the Grantee acknowledges receipt of a copy of the Plan, and agrees to the terms and conditions of the Plan and this Agreement.

THE NASDAQ OMX GROUP, INC.

______________________________ By:

Title: [EMPLOYEE NAME ]

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Appendix A

Performance Goal for Performance Share Unit Grant 2015 Performance Period

This Appendix A to the Performance Share Unit Agreement sets forth the

Performance Goal to be achieved and, depending upon the extent ( if any) to which the Performance Goal is achieved, the number of whole and/or partial Shares, if any, which the Grantee shall have the right to receive with respect to each Performance Share Unit. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement and the Plan.

The sole Performance Goal shall be the Company’s 2015 Company Operating Income. “ 2015 Company Operating Income” means the operating income from continuing operations before income taxes for the Company’s 2015 fiscal year, calculated in accordance with generally accepted accounting principles in the United States, subject to adjustment to exclude from the calculation thereof all non-recurring and extraordinary charges and expenses (collectively, the “Non-Recurring Expenses”), with such Non-Recurring Expenses to be calculated in the Company’s Monthly Financial Workbook containing historical y ear-end information for the 2015 fiscal year.

The Committee will rely on the Company’s audited financial statements and related information for purposes of determining the amount, if any, of 2015 Company Operating Income.

Each Performance Share Unit shall, subject to the vesting provisions set forth in the Agreement, entitle the Grantee to 0.5 Shares for the achievement of “floor” 2015 Company Operating Income, 1.0 Share for the achievement of "target" 2015 Company Operating Income, and 1.5 Shares for the achievement of "maximum" 2015 Company Operating Income .

Table 1: Levels of Achievement of the Performance Goal

The following table sets forth , subject to the vesting conditions set forth in the

Agreement, the total number of Shares deliverable to the Grantee as a result of achievement of each such Performance Goal levels.

Below Threshold

Threshold Performance

Target Performance

Maximum Performance

0% 50% 100% 150%

Less than $ 874.4 million $ 874.4 Million $ 930.9-950.9 Million $ 979.4 Million

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Table 2: Number of Shares Deliverable Upon Achievement of Performance Goal

For 2015 Company Operating Income below the “floor” dollar level, no

Shares shall be deliverable to the Grantee. For 2015 Company Operating Income between (i) the “floor” dollar level and the “target” dollar level or (ii) between the “target” dollar level and the “maximum” dollar level (as specified in Table 1, above), the number of whole and/or partial Shares deliverable with respect to each Performance Share Unit will be adjusted proportionately based on the level of achievement between the target and either the floor or the maximum.

All actions taken by the Committee pursuant to this Appendix A shall be final, conclusive and binding upon the Grantee, and all other persons, to the maximum extent permitted by law.

Threshold Performance

Target Performance

Maximum Performance

0 TARGET MAXIMUM

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THE NASDAQ OMX Group, INC. THREE-YEAR PERFORMANCE SHARE UNIT AGREEMENT

This PERFORMANCE SHARE UNIT AGREEMENT (this “ A greement ”) between The NASDAQ OMX Group, Inc., a Delaware corporation (the “ Company ”), and [EMPLOYEE NAME] (the “ Grantee ”) memorializes the grant by the Management Compensation Committee of the Board of Directors of the Company (the “Committee”) on [ DATE] (the “Grant Date”) of performance share units to the Grantee on the terms and conditions set out below.

RECITALS:

The Company has adopted The NASDAQ OMX Group, Inc. Equity Incentive Plan (the “ Plan ”), which Plan is incorporated herein by reference and made a part of this Agreement. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Plan. The Plan in relevant part provides for the issuance of stock-based awards that are subject to the attainment of performance goals as established by the Committee.

The Committee has determined that it is in the best interests of the Company and its shareholders to grant the performance share units provided for herein to the Grantee pursuant to the Plan and under the terms set forth herein as an increased incentive for the Grantee to contribute to the Company’s future success and prosperity.

Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Plan.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows:

Exhibit 10.3

1. Grant of Performance-Based Award . The Company hereby grants to the Grantee [TARGET NUMBER OF SHARES] performance share units (the “ Performance Share Units ”), which Performance Share Units shall entitle the Grantee to receive up to [ 200% OF TARGET NUMBER OF SHARES] Shares (or a lesser number of Shares, or no Shares whatsoever), subject to the terms and conditions set forth in this Agreement and the Plan. (A complete copy of the Plan, as in effect on the date of grant, is available to the Grantee upon request.). Shares corresponding to the Performance Share Units granted herein are in all events to be delivered to the Grantee only after the Grantee has become vested in the Performance Share Units pursuant to Section 4, below.

2. Performance Period . For purposes of this Agreement, the term “Performance Period ” shall be the period commencing on January 1, 2015 and ending on December 31, 201 7 .

3. Performance Goal .

(a) Subject to the following sentence, the Performance Goal is set out in Appendix A hereto, which Appendix A is incorporated by reference herein and made a part hereof. Notwithstanding the foregoing, the provisions of Section 13 or any other provision of

A- 1

this Agreement to the contrary, the Committee reserves the right to unilaterally change or otherwise modify the Performance Goal in any manner whatsoever (including substituting a new Performance Goal), but only to the extent that the Committee has first determined that the exercise of such discretion would not cause the Performance Share Units to fail to qualify as “performance-based compensation” under Section 162(m) of the Code. If the Committee exercises such discretionary authority to any extent, the Committee shall provide the Grantee with a new Appendix A in substitution for the Appendix A attached hereto, and such new Appendix A and the Performance Goal set out therein (rather than the Appendix A attached hereto and the Performance Goal set out therein) shall in all events apply for all purposes of this Agreement.

(b) Depending upon the extent, if any, to which the Performance Goal has been achieved, and subject to compliance with the requirements of Section 4, each Performance Share Unit shall entitle the Grantee to receive, at such time as is determined in accordance with the provisions of Section 5, between 0 and 2.0 Shares for each Performance Share Unit. The Committee shall, as soon as practicable following the last day of the Performance Period, certify (i) the extent, if any, to which, in accordance with Appendix A, the Performance Goal has been achieved with respect to the Performance Period and (ii) the number of whole and/or partial Shares, if any, which, subject to compliance with the vesting requirements of Section 4, the Grantee shall be entitled to receive with respect to each Performance Share Unit (with such number of whole and/or partial Shares being hereafter referred to as the “ Share Delivery Factor ”). Such certification shall be final, conclusive and binding on the Grantee, and on all other persons, to the maximum extent permitted by law.

4. Vesting of Performance Share Units . (a) The Performance Share Units are subject to forfeiture to the

Company until they become non-forfeitable in accordance with this Section 4. Except as provided in the following sentence, the risk of forfeiture will lapse on the Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2017 ( the “Vest Date”) . Notwithstanding the foregoing, if the Grantee’s employment with the Company terminates by reason of death prior to December 31, 2017 , the risk of forfeiture shall lapse on all Performance Share Units, and all unvested Performance Share Units shall thereupon become vested on the date of death (or, if later, on the date, following the end of the Performance Period on which the Committee determines whether, and to what extent the Performance Share Units are earned in accordance with Section 3(b) of this Agreement) .

(b) In the event that (i) the Company terminates the Grantee’s employment with the Company for any reason prior to the Vest Date or (ii) the Grantee terminates employment with the Company for any reason (other than death) prior to such date, all unvested Performance Share Units shall be cancelled and forfeited, effective as of the Grantee’s separation from service.

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5. Delivery of Shares . As soon as practicable following the Vest Date, and compliance with all applicable tax withholding as described in Section 11 hereof, but in no event later than two and one-half months after the end of the calendar year in which the Vest Date occurs, the Company shall instruct the registrar for the Company to make an entry on its books and records evidencing that the Shares underlying such vested Performance Share Units have been duly issued as of that date; provided, however, that the Grantee may, in the alternative, elect in writing prior thereto to receive a stock certificate representing the full number of Shares acquired, which certificate may bear a restrictive legend prohibiting the transfer of such Shares for such period as may be prescribed by the Company. The Company shall not be liable to the Grantee for damages relating to any delays in issuing the certificates. The underlying Shares may be registered in the name of the Grantee’s legal representative or estate in the event of the death of the Grantee. In the event of the acceleration of the lapse of forfeiture restrictions upon the death of the Grantee as contemplated by Section 4(a) of this Agreement, this process shall occur as soon as possible following such vesting date, but in no event later than two and one-half months after the end of the calendar year in which such vesting date occurs. Notwithstanding anything in the Agreement, t he Company may make delivery of Shares in settlement of Performance Share Units by either (A) delivering certificates representing such Shares to the Grantee, registered in the name of the Grantee, or (B) by depositing such Shares into a stock brokerage account maintained for the Grantee.

6. Electronic Delivery . The Company may, in its sole discretion, decide todelive r any documents related to the Performance Share Units or future Awards granted under the Plan by electronic means or request the Grantee ’s consent to participate in the Plan by electronic means. By accepting this Award , the Grantee hereby consents and agrees to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.


(a) Except as provided below, or except to the minimal extent required by law, the Performance Share Units are nontransferable and may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee, except by will or the laws of descent and distribution, and upon any such transfer, by will or the laws of descent and distribution (or upon such transfer required by law), the transferee shall hold such Performance Share Units subject to all the terms and conditions that were applicable to the Grantee immediately prior to such transfer. Notwithstanding the foregoing, the Grantee may transfer any vested Performance Share Units to members of his immediate family (defined as his spouse, children or grandchildren) or to one or more trusts for the exclusive benefit of such immediate family members or partnerships in which such immediate family members are the only partners if the transfer is approved by the Committee and the Grantee does not receive any consideration for the transfer. Any such transferred portion of the Performance Share Units shall continue to be subject to the same terms and conditions that were applicable to such portion of the Performance Share Units immediately prior to transfer (except that such transferred Performance Share Units shall not be further transferable by the transferee). No transfer of a portion of the Performance Share Units shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and a copy of such evidence as

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Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or its Subsidiaries to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or its Subsidiaries,

the Committee may deem necessary to establish the validity of the transfer and the acceptance by the transferee of the terms and conditions hereof.

(b) Upon any transfer by will or the laws of descent and distribution (or upon any such transfer required by law), such transferee shall take the Performance Share Units and the Shares delivered in connection therewith (the “ Transferee Shares ”) subject to all the terms and conditions that were (or would have been) applicable to the Performance Share Units and the Transferee Shares immediately prior to such transfer.

8. Rights of Grantee . Prior to the delivery, if any, of Shares to the Grantee pursuant to the provisions of Section 5, the Grantee shall not have any rights of a shareholder of the Company , including, but not limited to, the right to receive dividend payments, on account of the Performance Share Units.

9. Unfunded Nature of Performance Share Units . The Company will not segregate any funds representing the potential liability arising under this Agreement. The Grantee’s rights in respect of this Agreement are those of an unsecured general creditor of the Company. The liability for any payment under this Agreement will be a liability of the Company and not a liability of any of its officers, directors or Affiliates.

10. Securities Laws . The Company may condition delivery of Shares for any vested Performance Share Units upon the prior receipt from the Grantee of any undertakings which it may determine are required to assure that the Shares are being issued in compliance with federal and state securities laws .

11. Withholding . Regardless of any action the Company, any of its Subsidiaries and/or the Grantee 's employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee ’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee ’s responsibility and may exceed the amount actually withheld by the Company or any of its affiliates. The Grantee further acknowledges that the Company and/or its Subsidiaries ( i ) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Share Units, including, but not limited to, the grant or vesting of the Performance Share Units, the delivery of Shares, the subsequent sale of Shares acquired pursuant to such delivery and the receipt of any dividends and/or dividend equivalents; and ( ii ) do not commit to and are under no obligation to structure the terms of any award to reduce or eliminate the Grantee ’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee becomes subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Grantee acknowledges that the Company and/or its Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

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or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:

(a) withholding from the Grantee ’s wages or other cash compensation paid to the

Grantee by the Company and/or its Subsidiaries; or

(b) withholding from proceeds of the Shares acquired following settlement either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee ’s behalf pursuant to this authorization); or

(c) withholding in Shares to be delivered upon settlement.

To avoid negative accounting treatment, the Company and/or its Subsidiaries may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Grantee is deemed to have been issued the full number of Shares attributable to the awarded Performance Share Units, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee ’s participation in the Plan.

Finally, the Grantee shall pay to the Company and/or its Subsidiaries any amount of Tax-Related Items that the Company and/or its Subsidiaries may be required to withhold or account for as a result of the Grantee ’s participation in the Plan that are not satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Grantee fails to comply with the Grantee ’s obligations in connection with the Tax-Related Items.

By accepting this grant of Performance Share Units, the Grantee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its subsidiaries as set forth hereunder, including the withholding of Shares and the withholding from the Grantee’s wages/salary or other amounts payable to the Grantee. All other Tax- Related Items related to the Performance Share Units and any Shares delivered in satisfaction thereof are the Grantee’s sole responsibility.

12. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principle of law that could result in the application of the law of any other jurisdiction.

13. Amendments . This Agreement may be amended or modified at any time by an instrument in writing signed by the parties hereto, except as otherwise provided in Section 3(a) or Sections 15 or 16 of this Agreement regarding permitted unilateral action by the Committee or in Section 13 (a) of the Plan related to amendments or alterations that do not adversely affect the rights of the Grantee in this Award .

14. Administration . This Agreement shall at all times be subject to the terms and conditions of the Plan. The Committee shall have sole and complete discretion with respect to all matters reserved to it by the Plan and decisions of the Committee with respect thereto and

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this Agreement shall be final and binding upon the Grantee and the Company. In the event of any conflict between the terms and conditions of this Agreement and the Plan, the provisions of this Agreement shall control. The Committee has the authority and discretion to determine any questions which arise in connection with the award of the Performance Share Units hereunder.

15. Compliance with Code Section 409A . It is the intention of the Company and Grantee that this Agreement not result in an unfavorable tax consequences to Grantee under Code Section 409A. Accordingly, Grantee consents to any amendment of this Agreement as the Company may reasonably make in furtherance of such intention, and the Company shall promptly provide, or make available to, Grantee a copy of such amendment. Any such amendments shall be made in a manner that preserves to the maximum extent possible the intended benefits to Grantee. This paragraph does not create an obligation on the part of Company to modify this Agreement and does not guarantee that the amounts or benefits owed under the Agreement will not be subject to interest and penalties under Code Section 409A.

16. Imposition of Other Requirements . The Company reserves the right to impose other requirements on the Grantee’s participation in the Plan, on the Performance Share Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require the Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. The Grantee agrees, upon demand of the Company or the Committee, to do all acts and execute, deliver and perform all additional documents, instruments and agreements which may be reasonably required by the Company or the Committee, as the case may be, to implement the provisions and purposes of the Plan and this Agreement.

17. No Right to Continued Employment . This Agreement shall not confer on the Grantee any right to be retained, in any position, as an employee, consultant or director of the Company.

18. Notices . Any notice, request, instruction or other document given under this Agreement shall be in writing and may be delivered by such method as may be permitted by the Company, and shall be addressed and delivered, in the case of the Company, to the Secretary of the Company at the principal office of the Company and, in the case of the Grantee, to the Grantee’s address as shown in the records of the Company or to such other address as may be designated in writing (or by such other method approved by the Company) by either party.

19. Award Subject to Plan. This Award is subject to the Plan as approved by the shareholders of the Company. In the event of conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of this Agreement will govern and prevail.

20. Severability . The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.

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The Co mpany and the Employer hold certain personal information about the Grantee , including name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Awards or any other entitlement to Shares awarded, canceled, purchased, vested, unvested or outstanding in Grantee ’s favor, for the purpose of managing and a dministering the Plan (“Data”). The Data may be provided by the Grantee or collected, where lawful, from third parties, and the Company will process the Data for the exclusive purpose of implementing, administering and managing the Grantee ’s participation in the Plan. The Data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations in the Grantee ’s country of residence. Data processing operations will be performed minimizing the

21. Discretionary Nature of Plan; No Vested Rights . The Plan is discretionary in nature and limited in duration, and may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time. The grant of the Award represented by this Agreement does notcreate any contractual or other right to receive an award in the future. Future Awards, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of an Award, the number of shares of Common Stock subject to the Award, and the vesting provisions. Any amendment, modification or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Grantee ’s employment with the Company.

22. Termination Indemnities . The value of the Grantee ’s Award is an extraordinary item of compensation outside the scope of the Grantee ’s employment con tract, if any. As such, the Performance Share Units are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments.

23. English Language . The Grantee acknowledges and agrees that it is the Grantee ’s express intent that the Plan, this Agreement, any addendum and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Award, be drawn up in English. Unless specifically indicated, if the Grantee has received the Plan, this Agreement, any addendum or any other documents related to the Award translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version shall control .

24. Consent to Collection, Processing and Transfer of Personal Data . Pursuant to applicable personal data protection laws, the Company hereby notifies the Grantee ofthe following in relation to the Grantee ’s personal data and the collection, processing and transfer of such data in relation to the Company’s grant of this Award and the Grantee ’s participation in the Plan. The collection, processing and transfer of the Grantee ’s personal data is necessary for the Company’s administration of the Plan and the Grantee ’s participation in the Plan. The Grantee ’s denial and/or objection to the collection, processing and transfer of personal data may affect the Grantee ’s participation in the Plan. As such, the Grantee voluntarily acknowledges and consents (where required under applicable law) to the collection, use, processing and transfer of personal data as described in this paragraph.

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use of personal and identification data when such operations are unnecessary for the processing purposes sought. Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for the Grantee ’s participation in the Plan.

The Company and the Employer will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of the Grantee ’s participation in the Plan, and the Company and the Employer may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States. The Grantee hereby authorizes (where required under applicable law) them to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing the Grantee ’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on the Grantee ’s behalf to a broker or other third party with whom the Grantee may elect to deposit any Shares acquired pursuant to the Plan.

The Grantee may, at any time, exercise his or her rights provided under applicable personal data protection laws, which may include the right to (a) obtain confirmation as to the existence of the Data, (b) verify the content, origi n and accuracy of the Data, (c) request the integration, update, amendment, deletion, or blockage (for breach of applicable laws) of the Data, and (d) to oppose, for legal reasons, the collection, processing or transfer of the Data which is not necessary or required for the implementation, administration and/or operation of the Plan and the Grantee ’s participation in the Plan. The Grantee may seek to exercise these rights by contacting the Grantee’s local human resources manager .

25. Addendum to Agreement . Notwithstanding any provisions of this Agreement to the contrary, the Award shall be subject to any special terms and conditions for the Grantee ’s country of residence (and country of employment, if different), as are set forth in the applicable Addendum to the Agreement. Further, if the Grantee transfers residence and/or employment to another country reflected in an Addendum to the Agreement, the special terms and conditions for such country will apply to the Grantee to the extent the Company determines, in its sole discretion, that the application of such terms is necessary or advisable in order to comply with local law or to facilitate administration of the Plan. Any applicable Addendum shall constitute part of this Agreement.

26. Execution . This Agreement may be executed, including execution by facsimile signature, in one or more counterparts, each of which will be deemed an original, and all of which together shall be deemed to be one and the same instrument.

27. Tax Consequences . The Grantee acknowledges that the Company has not advised the Grantee regarding the Grantee’s alternatives under Section 83(b) of the Code in connection with the award, earning or vesting of the Performance Share Units and the delivery of Shares in connection therewith.

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IN WITNESS WHEREOF, the parties hereto have executed this Performance Share Unit Agreement on the ___ day of _____, 2015 . By execution of this Performance Share Unit Agreement the Grantee acknowledges receipt of a copy of the Plan, and agrees to the terms and conditions of the Plan and this Agreement.

THE NASDAQ OMX GROUP, INC.

______________________________ By:

Title: [EMPLOYEE NAME]

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Appendix A

Performance Goal s for Performance Share Unit Grant 2015 - 2017 Performance Period

This Appendix A to the Performance Share Unit Agreement sets forth the

Performance Goal s to be achieved and, depending upon the extent ( if any) to which the Performance Goal s are achieved, the number of whole and/or partial Shares, if any, which the Grantee shall have the right to receive with respect to each Performance Share Unit. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement and the Plan.

Certain Definitions

“Closing Price” means the 30 day calendar average closing price of a share of a company’s stock ending on the last trading day of the Performance Period.

“Opening Price” means the 30 day calendar average closing price of a share of a company’s stock ending on the trading day preceding the first day of the Performance Period. The Opening Price shall be adjusted for stock splits and reverse stock splits that occur during the Performance Period.

“Payout Governor” means that regardless of percentile ranking for either Performance Goal, if the Company’s TSR is negative, the Grantee shall be entitled to receive no more than 100% of the Performance Share Units.

“Peer Group” means a group of peer companies consisting of the following global exchanges: ASX Ltd, BGC Partners Inc, BM&F Bovespa, Bolsa Mexicana de Valores, Bolsas Y Mercados Espanoles, CBOE Holdings Inc, CME Group Inc, Deutsche Boerse AG, Euronext, Hong Kong Exchange, ICAP plc, Intercontinental Exchange, Japan Exchange, London Stock Exchange Group plc, Singapore Exchange and TMX Group Inc.

“Price Cap” means that regardless of the actual stock price growth over the Performance Period, the final stock price will be limited to 250% of the grant date price for purposes of calculating the final award of Performance Share Units to the Grantee.

“S&P 500” means the companies constituting the Standard & Poor’s 500 Index as of the beginning of the Performance Period. Any component company of the Standard & Poor’s 500 Index that is acquired, taken private, delisted, liquidated or no longer publicly traded due to filing for bankruptcy protection at any time during the Performance Period will be eliminated from the S&P 500 for the entire Performance Period. There will be no adjustments to the S&P 500 to account for any other changes to the Standard & Poor’s 500 Index during the Performance Period.

“TSR” means the total shareholder return during the Performance Period , which will be calculated as the (i) Closing Price minus Opening Price plus cumulative dividends, divided by (ii) Opening Price. No adjustments to TSR shall be made for stock issuances or stock

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buybacks during the Performance Period. Each company’s TSR shall be calculated in the local currency to eliminate foreign exchange fluctuations.

Goal 1: TSR Performance Relative to the S&P 500

The Performance Goal for 50% of the Performance Share Units shall be the Company’s three-year TSR percentile rank versus the S&P 500.

For this portion of the award, e ach Performance Share Unit shall, subject to the vesting provisions set forth in the Agreement and the Payout Governor , entitle the Grantee to receiv e S hares based on the level s of achievement in the following table .

Table 1: Levels of Achievement

For levels of achievement between points, the resulting Shares earned will be

calculated based on straight-line interpolation. The resulting shares earned will be subject to the 250% Price Cap. If the

NASDAQ OMX stock price grows greater than 250% over the Performance Period, the resulting number of shares will be fewer than 200% of target shares. For example : (formulaic resulting shares earned X 250% Price Cap) / (stock price at time of delivery of shares) = resulting actual shares earned.

Goal 2 : TSR Performance Relative to a Peer Group

The Performance Goal for 50% of the Performance Share Units shall be the

Company’s three-year TSR percentile rank versus the Peer Group. For this portion of the award, each Performance Share Unit shall, subject to the vesting provisions set forth in the Agreement and the Payout Governor , entitle the Grantee to receive Shares based on the levels of achievement in the following table .

Percentile Rank of the Company’s Three-Year TSR Versus the S&P 500

Resulting Shares Earned (% of Half of Target)

85 Percentile 200% 67.5 Percentile 150% 50 Percentile 100% 25 Percentile 50% 15 Percentile 30%

0 Percentile 0%

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th

th

th

th

th

Table 2 : Levels of Achievement

For levels of achievement between points, the resulting Shares earned will be

calculated based on straight-line interpolation. The resulting shares earned will be subject to the 250% Price Cap. If the

NASDAQ OMX stock price grows greater than 250% over the Performance Period, the resulting number of shares will be fewer than 200% of target shares. For example: (formulaic resulting shares earned X 250% Price Cap) / (stock price at time of delivery of shares) = resulting actual shares earned.

Other Terms and Conditions

To the extent consistent with the Code and the Plan, the Committee reserves the

right to modify any calculation described in this Appendix A to adjust for unanticipated circumstances or situations, as it deems necessary. All actions taken by the Committee pursuant to this Appendix A shall be final, conclusive and binding upon the Grantee, and all other persons, to the maximum extent permitted by law.

Percentile Rank of the Company’s Three-Year TSR Versus the Peer Group

Resulting Shares Earned (% of Half of Target)

85 Percentile 200% 67.5 Percentile 150% 50 Percentile 100% 25 Percentile 50% 15 Percentile 30%

0 Percentile 0%

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th

th

th

th

th

Exhibit 31.1

CERTIFICATION

I, Robert Greifeld, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of The NASDAQ OMX Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6 , 201 5

/s/ Robert Gre i feld

Name: Robert Greifeld Title: Chief Executive Officer

Exhibit 31.2 CERTIFICATION

I, Lee Shavel, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of The NASDAQ OMX Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6 , 201 5

Name: /s/ Lee Shavel Title: Lee Shavel

Chief Financial Officer and Executive Vice President, Corporate Strategy

Exhibit 32.1

Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of The NASDAQ OMX Group, Inc. (the “Company”) for the quarter ended Ma rch 31 , 201 5 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Robert Greifeld, as Chief Executive Officer of the Company, and Lee Shavel, as Chief Financial Officer and Executive Vice President, Corporate Strategy of the Company, each hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of the operations of the Company.

This certification accompanies the Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of § 18 of the Securities Exchange Act of 1934, as amended.

/s/ Robert Greifeld Name: Robert Greifeld Title: Chief Executive Officer Date: May 6 , 201 5

/s/ Lee Shavel

Name: Lee Shavel

Title:

Chief Financial Officer and Executive Vice President, Corporate Strategy

Date: May 6 , 201 5