Nasdaq Annual Report 2010

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FY2010 Annual Report · Nasdaq

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Table of Contents

From Our CEO

Key Accomplishments 2010

Officers & Directors

Locations & Shareholder Information

Form 10‐K

About This Form 10‐K

Forward‐Looking Statements

Part I

Item 1. Business.

Item 1A. Risk Factors

Item 1B. Unresolved Staff Comments

Item 2. Properties

Item 3. Legal Proceedings

Item 4. (Removed and Reserved)

Part II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 6. Selected Financial Data

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Item 8. Financial Statements and Supplementary Data

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A. Controls and Procedures

Item 9B. Other Information

Part III

Item 10. Directors, Executive Officers and Corporate Governance

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13. Certain Relationships and Related Transactions, and Director Independence

Item 14. Principal Accounting Fees and Services

Part IV

Item 15. Exhibits, Financial Statement Schedules

NASDAQ OMX.
Where InnovatIon Meets actIon.

2010 AnnuAl report

nasdaq omx is where innovation
meets action – fueling the world’s
economic growth one investor,
one company, one market at a time.

from our CEo

In 2010, The NASDAQ OMX Group, Inc.,
achieved record performance as
many of the strategic initiatives of
recent years came to fruition. Since
2007, and in the face of challenging
macroeconomic headwinds, we
achieved 67 percent* earnings per
share growth, substantially outper-
forming most of our competitors. We
have reinforced our leadership position
as a pioneering global exchange and
made significant, game-changing
advances in an increasingly competi-
tive financial marketplace.

In January, NASDAQ OMX CommoditiesSM
and Nord Pool Spot launched N2EX,
a new power futures market in the
United Kingdom, offering investors

transparent pricing in the UK power market. In February, we launched Genium INET®, a comprehensive multi-asset trading
and clearing system, in all seven of our equities markets in the Nordics and Baltics. As a result, INET is now being utilized by
all NASDAQ OMX® equities markets around the world — an accomplishment that is unrivaled in the exchange space. In March,
NASDAQ OMX acquired Nord Pool ASA, the world’s largest power derivatives exchange and one of Europe’s largest carbon
exchanges. We also continued to expand our presence in over-the-counter energy commodity markets with the purchase of
the assets of North American Energy Credit and Clearing Corp. That same month we announced that the NASDAQ-100 Index®
would be the benchmark for the first foreign index-linked financial product in China. Halfway around the world, we
celebrated 20 years in Silicon Valley with San Jose Mayor Chuck Reed declaring March 16, 2010 “NASDAQ® Day” in honor
of The NASDAQ Stock Market’s pivotal role in supporting economic growth in the region.

As we continued to implement solutions to safeguard investors and further promote transparency in the markets,
NASDAQ OMX announced the NASDAQ Volatility GuardSM, built to protect investors and increase transparency in times of
high stress trading in a single NASDAQ-listed security. We also welcomed Tesla Motors, Inc., to The NASDAQ Stock Market®
as the first U.S. automotive IPO in 54 years. NASDAQ OMX won Inside Market Data Awards for Best Data Provider and Best
New Data Product for NASDAQ BasicSM as we continued to equip investors and traders with services and products of
the highest quality.

We maintained this momentum throughout the year as NASDAQ OMX continued to find new ways to bring powerful solutions
to our clients. In August, we acquired SMARTS, a leading technology provider of surveillance solutions to exchanges,
regulators and brokers. In December, we acquired FTEN, a leading provider of Real-Time Risk Management solutions for
the financial securities markets. These acquisitions give us capabilities in pre- and post-trade risk management.

We are proud to be one of the world’s largest providers of commercial exchange technology. The standout performance
and flexibility of our technology has enabled us to enter new markets with a low-cost and highly regarded platform
offering strong performance to both existing and new clients and creating additional sales opportunities for both our
Transaction Services and Market Data businesses. Our leading trading system, Genium INET, is a great example of this
forward-looking push.

This year, the Australian Securities Exchange Group, or ASX, launched its next-generation trading platform ASX Trade,
powered by Genium INET. ASX became our first Genium INET customer, and the new platform allows ASX to achieve
significant performance enhancements — transaction speed is 100 times faster than it was only two years ago.

From Our CEO

For the third year in a row, more share value traded on The NASDAQ Stock Market than on any other single cash equities
exchange in the world with an 18.8 percent matched market share in 2010. We also saw new market share highs in U.S.
equity options with the average combined market share for NASDAQ OMX PHLX® and The NASDAQ Options MarketSM at 27.4
percent over the year — 23.4 percent on NASDAQ OMX PHLX and 4 percent on The NASDAQ Options Market — a 6.4 percent
increase from 2009. In Europe, the total volume for equity and fixed income derivatives contracts traded per day was up
by 34 percent. Contributing to the increase is the addition of 15 new European members in 2010, incremental to the 34
new members that joined in the fourth quarter of 2009.

We continued to focus on new trading strategies, and in October, we launched NASDAQ OMX PSXSM, the only price-size
priority trading venue for U.S. equities, which emphasizes liquidity by allocating shares based on the displayed size of
the order.

Throughout 2010, there were signs of a recovery in the IPO market and we expect the demand for public equity capital
from companies experiencing the return of global economic growth to support further increases in the number of IPOs.
In 2010, we listed a total of 89 IPOs on The NASDAQ Stock Market, in addition to 25 new listings on our Nordic and Baltic
exchanges and NASDAQ OMX First NorthSM. Over the last few years, we have seen a surge of Chinese companies choosing
to list their primary shares in the U.S. Today, 171 Chinese companies now reach U.S. investors everyday through The
NASDAQ Stock Market.

Over the course of the year, we focused on forging new relationships with key exchanges and businesses around the
world and building on the successful alliances already in place. We partnered with the Singapore Exchange, or SGX, to
begin trading the 19 major Asian companies with American Depository Receipts, or ADRs, in Asia. The partnership provides
the opportunity to manage positions in U.S. ADRs during Asian market hours with effectively round-the-clock trading
power. We furthered this alliance by announcing a dual listing cooperation with SGX. We partnered with the Osaka Securities
Exchange Co., Ltd., the premier Japanese derivatives and securities exchange, to launch Next Funds NASDAQ-100 ETF,
the first domestic NASDAQ-100 Index ETF to be available to Japanese investors.

Most importantly, during the year, we achieved strong financial performance and operational excellence across the entire
global organization. This translated into a 41 percent operating margin, which is a testament to the management team
and the company overall. As we move into 2011 and celebrate our 40th anniversary, our pace has not slowed. We remain
maniacally focused on ways to push the boundaries of technology, penetrate new markets, and continue to enhance and
expand our diverse, transformative offerings across the globe. We are steadfast in our commitment to our stated strategic
goal to leverage massive scale against extreme efficiency. We will continue to demonstrate to you, our shareholders, that
we will remain focused on capitalizing on the opportunities we see as our industry goes through a transformation.

Robert Greifeld
Chief Executive Officer

* Based on pro forma non-GAAP (see inside back cover)

From Our CEO

KEY ACComplishmEnts 2010

NASDAQ OMX is a leading global exchange group that delivers trading, clearing,
exchange technology, securities listings, and public company services
across six continents.

MARKET SERVICES

U.S. Transaction Services

> In 2010, NASDAQ reached sub-100
microsecond speeds to accept,
process, and acknowledge or
fill an order on the 10G Network,
decreasing latency for our markets.

> The NASDAQ Options Market and
NASDAQ OMX PHLX led U.S. equity
options market share for 2010
with an average combined market
share of 27.4 percent (23.4 percent
on NASDAQ OMX PHLX and 4 percent
on the NASDAQ Options Market)
and reached a record 34.8 percent
(30.1 percent on NASDAQ OMX PHLX
and 4.7 percent on The NASDAQ
Options Market) for the month
of December.

> NASDAQ OMX PHLX introduced a
make/take pricing program to
provide a system of rebates and
fees for electronic executions
in options by NASDAQ OMX PHLX
participants. The program initially
only applied to trading in C, IWM,
QQQQ and SPY, but now includes
80 symbols trading on NASDAQ
OMX PHLX.

> We launched NASDAQ OMX Alpha

Indexes to provide a more straight-
forward way to track company
outperformance or underperfor-
mance without being subjected
to overall market direction. These
new indexes measure the relative

total return of a single stock, the
“Target Component”, against a
leading exchange traded fund, the
“Benchmark Component.” We plan
to launch listed options on these
innovative indexes on an exclusive
basis in 2011.

> NASDAQ OMX introduced the
Investor Support Program, a
rebate program designed to
attract retail and institutional order
flow while rewarding firms that
exceed liquidity provision and
execution requirements.

> In cash equities trading, The NASDAQ
Stock Market continued to be the
largest single pool of liquidity for
trading U.S.-listed cash equities,
matching an average of 18.8 percent
of all U.S. cash equities volume
for 2010.

> The NASDAQ Closing CrossSM was

again used to configure the entire
family of U.S. Russell Indexes during
their annual reconstitution in June,
and had another record day with
1.04 billion shares executed in
0.855 seconds.

> In October 2010, NASDAQ OMX

launched a third U.S. cash equities
market called NASDAQ OMX PSX.
This new market utilizes a price-
size priority model and also runs
on INET technology, leveraging
the speed and efficiency benefits
offered throughout NASDAQ OMX
globally. This market structure
rewards greater displayed size,
which in turn will increase
transparency, promote market
stability and enable additional
trading strategies.

> In December 2010, NASDAQ OMX
acquired FTEN, Inc., a leading
provider of Real-Time Risk Manage-
ment, or RTRM, solutions for the
financial securities market. As a
market leader in RTRM, FTEN is well
positioned to grow as the industry
is becoming more focused on
solutions for effectively managing
risk. Market participants are seeking
tools that provide real-time, low
latency, enterprise-wide risk
management, market awareness
and control. FTEN’s technology
provides broker-dealers and their
clients the ability to manage risk
more effectively in real-time, which
leads to better utilization of capital
as well as improved regulatory
compliance. We will offer FTEN
solutions to our global base of
broker-dealers and the international
exchange community.

> Throughout the year, NASDAQ OMX
continued to focus on improved
structure for market participants,
leading the way in such efforts as
enhancing market maker obliga-
tions, and developing an improved
sponsored access framework.

Key Accomplishments 2010

Statistics are sourced from internal NASDAQ OMX information.

Transaction Services: NASDAQ OMX offers superior technology and trading
efficiency for equities, derivatives and commodities globally. It provides
automatic execution venues with the tested capacity and speed to execute
trades quickly and efficiently.

European Transaction
Services

> In February 2010, NASDAQ OMX

NordicSM successfully rolled out
the Genium INET trading system in
all seven of its equities markets
in the Nordics and Baltics. Moving
seven exchanges to one platform
in a single roll-out is an accom-
plishment that is unrivaled in the
exchange space.

> Primarily as a result of the intro-
duction of Central Counterparty
Clearing, or CCP, in 2009 and the
roll-out of the Genium INET trading
system in 2010, the average
share of cash equity trading from
members outside the Nordic
countries increased from 35
percent in 2009 to 45 percent in
2010. The total number of share
trades per day increased by 34
percent compared to 2009.

> NASDAQ OMX Nordic introduced
updated volatility guards on its
Nordic and Baltic cash equity
markets to protect investors and
listed companies during times
of volatile market conditions.

> In September 2010, NASDAQ OMX

a result of an agreement between
the Swedish Money Market Council
and NASDAQ OMX, the entire Swedish
Interbank resale and repurchase
agreement market will ultimately
be cleared through NASDAQ OMX
StockholmSM.

> In October 2010, NASDAQ OMX
launched Genium INET in its
Nordic equity and fixed income
derivatives markets.

> The total volume for equity and

fixed income derivatives contracts
traded per day was up by 34
percent. Contributing to the
increase is the addition of 15 new
members in 2010, incremental to
the 34 new members that joined
in the fourth quarter of 2009.

> In November 2010, NASDAQ OMX
Nordic introduced Nordic@Mid, a
non-displayed execution service
for the cash equity markets in
Stockholm, Copenhagen, Helsinki
and Iceland. The orders are always
matched at the midpoint of the
prevailing reference price (best
bid and offer) and have real-time,
post-trade transparency via the
public NASDAQ OMX Nordic data feed.

expanded its multi-asset clearing
house offering with the launch of a
clearing service for the resale and
repurchase agreement market. As

> NASDAQ OMX Nordic announced that
Deutsche Bank will start offering
low latency Sponsored Access to its
Nordic and Baltic exchanges using

the newly enhanced Pre-Trade Risk
Management Service.

> NASDAQ OMX announced that it will
expand the independent, real-time,
latency measurement service,
provided by Correlix Inc., to its
Nordic marketplaces.

> NASDAQ OMX Nordic President

Hans-Ole Jochumsen has been
elected President of the Federation
of European Securities Exchanges
for a statutory term of two years.

> NASDAQ OMX launched a new fund
market service in Sweden. The
Nordic Fund MarketSM, or NFM,
provides an electronic alternative
to manage the transactions
between fund distributors and fund
management companies. The NFM
platform aims to increase efficiency
in the electronic validation process
and decrease the marginal cost of
each transaction.

> Early in 2010, NASDAQ OMX

Commodities and Nord Pool Spot
announced the successful launch
of physical power contracts on
N2EX, a UK wholesale power market.

> In March 2010, with the purchase
of the assets of North American
Energy Credit and Clearing Corp,
NASDAQ OMX expanded its presence
in the over-the-counter, or OTC,

Statistics are sourced from internal NASDAQ OMX information.

Key Accomplishments 2010

Market Data: NASDAQ OMX global data products offer strategic advantages
to investors and traders all over the world, including superior transparency,
depth, speed and flexibility of data management and delivery.

energy commodity markets. The
acquisition of these assets was
affected through our newly
established subsidiary NASDAQ OMX
Commodities Clearing CompanySM.

> In March 2010, NASDAQ OMX acquired
Nord Pool ASA, a derivatives trading
market. Through this acquisition,
the NASDAQ OMX CommoditiesSM
offering now includes the world’s
largest power derivatives exchange
and one of Europe’s leading
carbon exchanges.

> NASDAQ OMX and GFI Group an-

nounced a strategic agreement
to offer electronic trading and
clearing of continental U.S. power
and natural gas. The agreement
broadens the clearing options
for energy traders in the U.S. and
expands NASDAQ OMX Commodities’
global presence.

Market Data

> In 2010, the Global Data Products
team focused on adding valuable
content for investors, while also
focusing on cost savings for clients.

> NASDAQ Basic, our premier, low-
costalternative to Level 1 data,
is providing customers with an
average savings of 75 percent over
their existing Level 1 subscriptions.
NASDAQ Basic is now being offered

by all of the top major data
redistributors and many user
firms are now realizing the costs-
savings benefits.

largest derivatives exchange in
Europe, offering two new Level 2
products including Level 2 DirectSM
and Level 2 EnhancedSM.

> NASDAQ OMX won Inside Market

Data Awards for Best Data Provider
and Best New Data Product for
NASDAQ Basic.

> We introduced several enterprise
license initiatives, all aimed at
increasing distribution while
lowering fees. We launched a Non-
Professional Enterprise License for
NASDAQ Level 2SM, OpenViewSM and
TotalView® in an effort to further
NASDAQ depth data distribution to
retail investors, while limiting the
distribution cost for retail brokers.
We also introduced a Non-Display
Enterprise License for NASDAQ
exchange depth data, available
to internal data distributors.

> Global Data Products launched
NASDAQ Data-On-DemandSM,
providing customers with fast
access to huge amounts of
historical Level 1 tick data on
demand, eliminating the need
and expense for ever-growing,
in-house databases to store
the data.

> We expanded our suite of data
products for the NASDAQ OMX
Derivatives MarketSM, the third

> Based on customer demand,
we introduced the Nordic Last
SaleSM entitlement for business
subscribers, reducing fees and
expanding access to real-time
order execution data.

> To increase transparency into the
NASDAQ OMX PHLX options market,
we introduced the Historical PHLX
OptionsTrade OutlineSM product and
Historical PHLX OrdersSM, providing
access to historical NASDAQ OMX
PHLX trade information dating back
to January 2009.

> Through the Global Access Program,
we have continued our focus on
partnerships with global exchanges
and third-party data content owners
to get maximum exposure of data
and enforce policies related to the
dissemination of data. Most notably,
we have provided audit services to
the MICEX Group, a Russian financial
exchange company, partnered with
Russell Investments to develop and
launch RussellTick, consolidating
the Russell Family of indexes, and
partnered with other index and
ETF content owners to globally
disseminate their data via existing
NASDAQ OMX products.

Key Accomplishments 2010

Statistics are sourced from internal NASDAQ OMX information.

Global Listing Services: NASDAQ OMX continues to define the value of a global
exchange. Our listed companies benefit from multiple worldwide listing
platforms, exceptional customer service, and essential business offerings.

ISSUER SERVICES

Global Listing Services

> We had a total of 195 new listings
on The NASDAQ Stock Market in
2010, plus 25 new listings on
our Nordic and Baltic exchanges,
including NASDAQ OMX First NorthSM.
New listings on The NASDAQ
Stock Market included 89 initial
public offerings, or IPOs, and new
listings on our Nordic and Baltic
exchanges, including NASDAQ OMX
First North, included 11 IPOs. Over
the last few years, we have seen
a surge of Chinese companies
choosing to list their primary
shares in the U.S. Today, 171
Chinese companies now reach
U.S. investors everyday through
The NASDAQ Stock Market.

> We welcomed Hasbro, Inc., Avis
Budget Group, Inc., and Potlatch
Corporation to The NASDAQ
Stock Market this year. Over the
past several years, companies
representing $334 billion in
global market capitalization have
switched to NASDAQ affirming
that companies looking for the
greatest value and visibility from
their listing continue to select
The NASDAQ Stock Market.

> We listed 94 new ETFs, structured
products, OTC upgrades, and
other listings.

> To mark our 10-year anniversary in
Times Square, New York City Mayor
Michael Bloomberg proclaimed
December 30th to be NASDAQ
MarketSiteSM Day.

> In March, we marked 20 years of

our presence in Silicon Valley and
highlighted our role in supporting
economic growth over the last
20 years.

> NASDAQ OMX’s GlobeNewswireSM

press distribution engine launched
DIY, or Do It Yourself, a robust
alternative to the traditional
editorial press release preparation
and distribution method.

> We entered into an exclusive
partnership with FactSet
Research Systems, Inc., a leading
provider of integrated financial
information and analytical
applications to the global
investment community, creating
a complete macroeconomic
research solution with in-depth
data and flexible analytics for
the corporate market.

> We created a model to offer
Corporate Solutions products
to other global exchanges for
resale to their listed companies.
BM&FBOVESPA and the Osaka
Securities Exchange Co., Ltd.,
became our first partners.

> The NASDAQ OMX Investor Analytics
team launched AI3SM, a ground-
breaking stock surveillance
solution that provides immediate
intelligence on current trading
conditions and institutional
activity for a company’s stock.

> In December 2010, NASDAQ OMX
completed its acquisition of
ZoomVision Mamato, or ZVM, a com-
pany that provides live webcasting
services primarily for investor
relations professionals. ZVM is the
leading provider of webcasting
services in Northern Europe.

Global Index Group

> The number of products based
on our indexes exceeded 2,900
in 2010, with an underlying
notional value of over $400 billion.
In addition, product sponsors
launched 24 ETFs based on
NASDAQ OMX indexes, bringing
our total number of ETFs to 63.

> We launched over 200 indexes
bringing our total number of
indexes to over 1,600. NASDAQ OMX
introduced its benchmark offering,
the Green Economy Index FamilySM.
This offering marked the first time
an indexer has applied a disciplined
approach to the vast green space,
covering 350 constituents divided

Statistics are sourced from internal NASDAQ OMX information.

Key Accomplishments 2010

Global Index Group: The Global Index Group is a leader in creating and
licensing indexes across a range of asset classes and is home to some
of the most widely watched indexes in the world.

> Also, NASDAQ OMX announced
the launch of eight new ETFs
from XACT based on NASDAQ OMX
Nordic Sector Indexes.

> We also announced a new
partnership with Sungard’s
APT, a leading solution provider
for risk-based investment
management decisions,
making selected index data
available via risk analysis tools,
enabling investors to more
effectively monitor and manage
financial risk.

into 13 unique sectors. It will help
investors develop highly relevant,
investable products and receive
very segmented and specific data
for analysis.

> In 2010, the Global Index Group
both expanded the geographic
reach of its flagship index, the
NASDAQ-100, and increased
licensed products on its
well-known sector benchmarks.

> During the second quarter of 2010,
Guotai Asset Management Co., Ltd.,
launched The Guotai NASDAQ-100
Fund, the first foreign index-linked
financial product in China. In the
third quarter of 2010, NASDAQ OMX
announced the launch of the
Next Funds NASDAQ-100 ETF
on the Osaka Securities Exchange
Co., Ltd., the first domestic
NASDAQ-100 Index ETF to be
available to Japanese investors.
Finally, in the fourth quarter of
2010, Mirae Asset Management
launched the Mirae Asset
MAPS Tiger NASDAQ-100 ETF on
the Korean Stock Exchange.

> In October 2010, iShares converted
its existing semiconductor ETF
to track the PHLX Semiconductor
Index, or SOX. This ETF is the
first unlevered ETF based on
the SOX Index.

Key Accomplishments 2010

Statistics are sourced from internal NASDAQ OMX information.

Market Technology: NASDAQ OMX is one of the world’s largest providers of
commercial exchange technology. Its solutions support trading, surveillance,
clearing and Central Securities Depository operations and currently powers
over 70 marketplaces in more than 50 countries.

MARKET TEChNOlOGy

the fastest trading technology in
the world. The new Genium INET
powered platform, SGX Reach, will
enable significant latency and
transaction capacity advantages.
Benchmark tests for SGX have
shown an average latency below
90 microseconds.

> During 2010, we have made

add-on sales to more than 30 of
our existing customers including
Canadian National Stock Exchange,
Dubai Financial Market, the
Financial Industry Regulatory
Authority, Indian Energy Exchange,
Indonesia Stock Exchange, Moscow
Interbank Currency Exchange,
Osaka Securities Exchange Co., Ltd.,
SIX Swiss Exchange and Tokyo
Commodity Exchange, Inc.

> Through our acquistion of FTEN,

we will be able to increase FTEN’s
penetration globally, greatly
broadening its distribution network
through our international network
of exchange customers.

> In 2010, we saw the first NASDAQ OMX

market and the first market
exchange customer go live with
NASDAQ OMX Genium INET, a
comprehensive multi-asset trading
and clearing system, capable
of delivering record-breaking
performance with sub-100
microsecond average latency.

> In August 2010, we acquired

SMARTS Group Holdings Pty Ltd,
or SMARTS, a leading technology
provider of surveillance solutions
to exchanges, regulators and
brokers. SMARTS products are used
by over 30 national exchange and
regulatory customers as well as
50 brokerage firm clients in more
than 30 countries. This acquisition
is part of NASDAQ OMX’s strategy
to diversify its Market Technology
business and enter the surveillance
and compliance market. It will
strengthen our position as the
leading technology partner to
marketplaces worldwide.

> The NASDAQ OMX Nordic Derivatives
Markets successfully went live with
Genium INET in October 2010.

> In November 2010, the Australian
Securities Exchange Group, or
ASX, launched its next-generation
trading platform, ASX Trade,
powered by Genium INET. The

new platform combines rich
functionality with high reliability
and has delivered significant
latency and transaction capacity
improvements — transaction
speed today is 100 times faster
than it was only two years ago. The
improved latency has also been
coupled with increased capacity,
rising five times to 100,000 orders
per second.

> We signed an agreement with

the Stock Exchange of Thailand
for NASDAQ OMX to continue to
support the integrated trading
and clearing platform of the
Thailand Futures Exchange for
an additional five years.

> NASDAQ OMX partnered with the
Singapore Exchange, or SGX,
to bring trading of 19 major
Asian companies with American
Depository Receipts, or ADRs, to
Asia. The partnership provides the
opportunity to manage positions
in U.S. ADRs during Asian market
hours with effectively round-
the-clock trading power. At the
same time, we also announced a
dual listing cooperation with SGX.

> NASDAQ OMX announced that it
will deliver an ultra-low latency
trading platform to SGX, and it
will be powered by Genium INET,

Statistics are sourced from internal NASDAQ OMX information.

Key Accomplishments 2010

offiCErs & DirECtors
loCAtions & shArEholDEr informAtion

NASDAQ OMX Executive Officers

Robert Greifeld
Chief Executive Officer and
President

Bruce E. Aust
Executive Vice President
Global Corporate Client Group

Anna M. Ewing
Executive Vice President
Global Technology and
Market Technology and
Chief Information Officer

NASDAQ OMX Board of Directors

Ronald Hassen
Acting Chief Financial Officer
Senior Vice President
Controller and
Principal Accounting Officer

John L. Jacobs
Executive Vice President
Global Index Group and
Chief Marketing Officer

Hans-Ole Jochumsen
Executive Vice President
Transaction Services Nordics and
Global Data Products

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

Eric W. Noll
Executive Vice President
Transaction Services U.S. and UK

H. Furlong Baldwin
Chairman
The NASDAQ OMX Group, Inc.
Retired Chairman and
Chief Executive Officer
Mercantile Bankshares Corporation

Urban Bäckström
Deputy Chairman
The NASDAQ OMX Group, Inc.
Director General
Confederation of Swedish Enterprise

Michael Casey
Retired Chief Financial Officer and
Chief Administrative Officer
Starbucks Corporation

Börje Ekholm
President and
Chief Executive Officer
Investor AB

Lon Gorman
Retired, Vice Chairman
The Charles Schwab Corporation

Robert Greifeld
Chief Executive Officer and
President
The NASDAQ OMX Group, Inc.

Glenn H. Hutchins
Co-Founder and
Co-Chief Executive
Silver Lake

Birgitta Kantola
Director
Birka Consulting Ab

Essa Kazim
Chairman
Borse Dubai and
Managing Director and
Chief Executive Officer
Dubai Financial Market

Dr. John D. Markese
Vice Chairman
American Association of
Individual Investors

Hans Munk Nielsen
Retired Chief Financial Officer
TDC A/S

Thomas F. O’Neill
Chairman
Ranieri Financial Services Group

James S. Riepe
Senior Advisor and
Retired Vice Chairman
T. Rowe Price Group, Inc.

Michael R. Splinter
Chairman of the Board
President and
Chief Executive Officer
Applied Materials, Inc.

Lars Wedenborn
Chief Executive Officer
FAM-Foundation Asset Management

Deborah L. Wince-Smith
President and
Chief Executive Officer
Council on Competitiveness

Officers & Directors

NASDAQ OMX Locations

Armenia
Yerevan

Australia
Sydney

Canada
Calgary

China
Beijing
Hong Kong

Denmark
Copenhagen

Estonia
Tallinn

Finland
Helsinki

Iceland
Reykjavík

Italy
Milan

Japan
Tokyo

Latvia
Riga

Lithuania
Vilnius

Norway
Oslo

Singapore

Sweden
Stockholm

United Kingdom
London

United Arab Emirates (UAE)
Dubai

United States/Major Locations
Los Angeles, California
Menlo Park, California
San Francisco, California
Lakewood, Colorado
Shelton, Connecticut
Washington, District of Columbia
Chicago, Illinois
Oak Brook, Illinois
Rockville, Maryland
Boston, Massachusetts
Maynard, Massachusetts
New York, New York
Eugene, Oregon
Philadelphia, Pennsylvania

shArEholDEr informAtion

Transfer Agent and Registrar

Investor Inquiries Should be Directed to:

BNY Mellon
480 Washington Boulevard
Jersey City, NJ 07310-1900
Domestic: +1 888 305 3741
International: +1 201 680 6578
Domestic TDD: +1 800 231 5469
International TDD: +1 201 680 6610
www.bnymellon.com/shareowner/isd

By email:

investor.relations@NASDAQOMX.com

By phone:

+1 212 401 8742

By mail:

NASDAQ OMX Investor Relations
9600 Blackwell Road
Rockville, MD 20850

The annual meeting will be held on May 26, 2011, at 9:00 a.m. local time at NASDAQ MarketSite at Four Times Square,
New York, New York 10036.

The NASDAQ OMX home page on the World Wide Web is at www.NASDAQOMX.com.

Stockholders are advised to review financial information and other disclosures about NASDAQ OMX contained in its
2010 Annual Report on Form 10-K (the “Form 10-K”). Investor information, including the Annual Report, Form 10-K,
Forms 10-Q, Proxy Statement and other periodic SEC updates as well as press releases and earnings announcements,
can be accessed directly from our website at http://ir.NASDAQOMX.com/.

The NASDAQ OMX Group, NASDAQ OMX, NASDAQ and all other NASDAQ related marks contained herein are trade/service
marks of The NASDAQ OMX Group, Inc. All other trade and service marks are the property of their respective owners.

Locations & Shareholder Information

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2010

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)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization)

One Liberty Plaza, New York, New York
(Address of Principal Executive Offices)

52-1165937
(I.R.S. Employer
Identification No.)

10006
(Zip Code)

Registrant’s telephone number, including area code:
+1 212 401 8700

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each exchange on which registered

Common Stock, $.01 par value per share

The NASDAQ Stock Market

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities

Act. Yes È No ‘

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange

Act. Yes ‘ No È

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 È 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 È No ‘
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is
not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ‘

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.

Large accelerated filer È

Accelerated filer ‘
Smaller reporting company ‘

Non-accelerated filer ‘ (Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange

Act). Yes ‘ No È

As of June 30, 2010, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was

approximately $2.3 billion (this amount represents approximately 130.6 million shares of The NASDAQ OMX Group, Inc.’s
common stock based on the last reported sales price of $17.78 of the common stock on The NASDAQ Stock Market on such date).
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class

Common Stock, $.01 par value per share

Outstanding at February 10, 2011

176,186,830 shares

DOCUMENTS INCORPORATED BY REFERENCE

Document

Parts Into Which Incorporated

Certain portions of the definitive Proxy Statement for the
2011 Annual Meeting of Stockholders

Part III

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TABLE OF CONTENTS

Part I.

Item 1.

Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(Removed and Reserved) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 2.

Item 3.

Item 4.

Part II.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases

of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 6.

Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations . .

Item 7A. Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 8.

Item 9.

Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . .

Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Part III.

Item 10. Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 13. Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . .

Item 14.

Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Part IV.

Page

Item 15. Exhibits, Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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About This Form 10-K

The NASDAQ OMX Group, Inc. is a holding company created by the business combination of The Nasdaq
Stock Market, Inc. and OMX AB (publ) which was completed on February 27, 2008. Under the purchase method
of accounting, Nasdaq was treated as the accounting and legal acquirer in this business combination. As such,
Nasdaq is the predecessor reporting entity of NASDAQ OMX and the results of operations of OMX are only
included in NASDAQ OMX’s consolidated results of operations beginning February 27, 2008.

Throughout this Form 10-K, unless otherwise specified:

•

“NASDAQ OMX,” “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.

“Nasdaq” refers to The Nasdaq Stock Market, Inc., as that entity operated prior to the business
combination with OMX AB.

“OMX” refers to OMX AB (publ) subsequent to the business combination with Nasdaq.

“NASDAQ OMX Nordic” refers to collectively, NASDAQ OMX Stockholm, NASDAQ OMX
Copenhagen, NASDAQ OMX Helsinki and NASDAQ OMX Iceland.

“NASDAQ OMX Baltic” refers to collectively, NASDAQ OMX Tallinn, NASDAQ OMX Riga and
NASDAQ OMX Vilnius.

“PHLX” refers to the Philadelphia Stock Exchange, Inc. and its subsidiaries, as that entity operated prior
to its acquisition by NASDAQ OMX.

“NASDAQ OMX PHLX” refers to NASDAQ OMX PHLX LLC (formerly NASDAQ OMX PHLX,
Inc.) subsequent to its acquisition by NASDAQ OMX.

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

“NOK” or “Norwegian Krone” refers to the lawful currency of Norway.

This Form 10-K 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 market data. For market
comparison purposes, The NASDAQ Stock Market data in this Form 10-K for initial public offerings, or IPOs, is
based on data generated internally by us, which includes best efforts underwritings and closed-end funds;
therefore, the data may not be comparable to other publicly-available IPO data. Data in this Form 10-K for
secondary offerings for The NASDAQ Stock Market is based on data provided by Thomson Financial. Data in
this Form 10-K for new listings of equity securities on The NASDAQ Stock Market is based on data generated
internally by us, which includes best efforts underwritings and issuers that switched from other listing venues,
closed-end funds and exchange traded funds, or ETFs. Data in this Form 10-K for IPOs and new listings of
equities securities on the exchanges that comprise NASDAQ OMX Nordic and NASDAQ OMX Baltic also is
based on data generated internally by us. IPOs, secondary offerings 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, including those discussed in
“Item 1A. Risk Factors” in this Form 10-K.

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Forward-Looking Statements

The U.S. Securities and Exchange Commission, or 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 Annual Report on Form 10-K contains these types of statements. Words such as “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:

•

our 2011 outlook;

the scope, nature or impact of acquisitions, dispositions, 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;

the impact of pricing changes;

tax benefits;

the cost and availability of liquidity; and

the outcome of any litigation and/or government investigation to which we are a party and other
contingencies.

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:

•

our operating results may be lower than expected;

loss of significant trading volume or listed companies;

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 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;

covenants in our credit facilities, indentures and other agreements governing our indebtedness which
may restrict the operation of our business; and

adverse changes that may occur in the securities markets generally.

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
more fully described under the caption “Item 1A. Risk Factors,” in this Form 10-K. 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 Form 10-K, including “Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations,” and the 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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Item 1. Business

Overview

Part I

We are a leading global exchange group that delivers trading, clearing, exchange technology, securities
listing, and public company services across six continents. Our global offerings are diverse and include trading
and clearing across multiple asset classes, market data products, financial indexes, capital formation solutions,
financial services and market technology products and services. Our technology powers markets across the globe,
supporting cash equity trading, derivatives trading, clearing and settlement and many other functions.

In the U.S., we operate The NASDAQ Stock Market, a registered national securities exchange. The
NASDAQ Stock Market is the largest single cash equities securities market in the U.S. in terms of listed
companies and in the world in terms of share value traded. As of December 31, 2010, The NASDAQ Stock
Market was home to 2,778 listed companies with a combined market capitalization of approximately $4.6
trillion. In addition, in the U.S. we operate two additional cash equities trading markets, two options markets, a
futures market and a derivatives clearinghouse. We also engage in riskless principal trading of over-the-counter,
or OTC, power and gas contracts.

In Europe, we operate exchanges in Stockholm (Sweden), Copenhagen (Denmark), Helsinki (Finland), and
Iceland as NASDAQ OMX Nordic, and exchanges in Tallinn (Estonia), Riga (Latvia) and Vilnius (Lithuania) as
NASDAQ OMX Baltic. Collectively, the exchanges that comprise NASDAQ OMX Nordic and NASDAQ OMX
Baltic offer trading in cash equities, bonds, structured products and ETFs, as well as trading and clearing of
derivatives and clearing of resale and repurchase agreements. Our Nordic and Baltic operations also offer
alternative marketplaces for smaller companies called NASDAQ OMX First North. As of December 31, 2010,
the exchanges that comprise NASDAQ OMX Nordic and NASDAQ OMX Baltic, together with NASDAQ OMX
First North, were home to 780 listed companies with a combined market capitalization of approximately $1.1
trillion.

We also operate NASDAQ OMX Armenia. In addition, NASDAQ OMX Commodities operates the world’s

largest power derivatives exchange, one of Europe’s largest carbon exchanges and N2EX, a marketplace for
physical U.K. power contracts.

In some of the countries where we operate exchanges, we also provide clearing, settlement and depository

services.

History and Structure

Nasdaq was founded in 1971 as a wholly-owned subsidiary of the Financial Industry Regulatory Authority,

or 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. Prior to operating as an exchange, The NASDAQ Stock Market operated under an
SEC-approved plan that provided a delegation of legal authority from FINRA to The NASDAQ Stock Market to
operate as a stock market. 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, our exchange licenses and
exchange and broker-dealer operations are held by our subsidiaries.

On February 27, 2008, Nasdaq and OMX AB combined their businesses pursuant to an agreement with
Borse Dubai Limited, a Dubai company, or Borse Dubai, and Nasdaq was renamed The NASDAQ OMX Group,
Inc. Concurrently with the business combination with OMX AB, we also acquired a 33 1⁄ 3% equity stake in

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NASDAQ Dubai Limited, or NASDAQ Dubai. In December 2009, we agreed to participate in the realignment of
the ownership structure of NASDAQ Dubai. In May 2010, as part of this realignment, NASDAQ Dubai became a
wholly-owned subsidiary of Dubai Financial Market PJSC, or DFM, a publicly traded company controlled by
Borse Dubai. NASDAQ OMX received a 1% equity interest in DFM in exchange for the equity interest in
NASDAQ Dubai.

In July 2008, we completed our acquisition of the Philadelphia Stock Exchange, Inc., or PHLX, expanding

our presence in the derivatives market. PHLX, renamed NASDAQ OMX PHLX LLC, operates as a distinct
market alongside The NASDAQ Options Market, our options platform that was launched in March 2008. In
August 2008, we acquired the Boston Stock Exchange, Incorporated, or BSX. We used the BSX license to create
a second U.S. cash equities market, called NASDAQ OMX BX, which was launched in January 2009. In October
2008, we acquired Nord Pool ASA’s, or Nord Pool’s, clearing, international derivatives and consulting
subsidiaries. As a result of the acquisition, we launched NASDAQ OMX Commodities, which offers energy and
carbon derivatives products.

In December 2008, we acquired a majority interest in the International Derivatives Clearing Group, or
IDCG, and IDCG became an independently operated subsidiary of NASDAQ OMX. IDCG provides central
counterparty, or CCP, clearing for interest rate swap products through its clearinghouse subsidiary, International
Derivatives Clearinghouse, LLC, or IDCH. In January 2009, we acquired a 22% stake in European Multilateral
Clearing Facility N.V., or EMCF, a leading European clearinghouse. In addition, we signed an agreement with
EMCF to use its CCP services for all Nordic cash equity transactions.

In March 2010, with the purchase of the assets of North American Energy Credit and Clearing Corp.,
NASDAQ OMX expanded its presence in the OTC energy commodity markets. The acquisition of these assets
was effected through our newly-established subsidiary NASDAQ OMX Commodities Clearing Company, or
NOCC. In May 2010, we acquired Nord Pool ASA, a derivatives trading market. In August 2010, we completed
our acquisition of SMARTS Group Holdings Pty Ltd, or SMARTS, a leading technology provider of surveillance
solutions to exchanges, regulators and brokers. This acquisition is part of our strategy to diversify the Market
Technology business and enter the surveillance and compliance market. We believe that this acquisition will
strengthen our position as the leading technology partner to marketplaces worldwide.

In December 2010, we completed our acquisitions of FTEN, Inc., or FTEN, a leading provider of Real-Time

Risk Management, or RTRM, solutions for the financial securities market and Zoomvision Mamato, or ZVM, a
company that provides live webcasting services primarily for investor relations professionals. ZVM is the leading
provider of webcasting services in Northern Europe.

Competitive Strengths

Premier global exchange company. We are a premier global exchange company that is the largest cash
equities market in terms of share value traded in the world. For the twelve months ended December 31, 2010,
The NASDAQ Stock Market and the exchanges that comprise NASDAQ OMX Nordic and NASDAQ OMX
Baltic had an average daily trading volume of 8.6 million trades in cash equities, representing a value of
approximately $15.1 trillion. In addition, across our markets, we had 3,558 listings representing 42 countries as
of December 31, 2010. We have many of the world’s largest companies listed on our marketplaces. Our wholly-
owned subsidiary The NASDAQ Stock Market continues to be the single largest liquidity pool for trading cash
equities in the U.S.

Leader in global exchange technology. We believe we are the leader in global exchange technology. As the
world’s first electronic stock exchange, we pioneered electronic trading and have continued to innovate over the
last 30 years. Our INET platform processes trades at sub-millisecond transaction speeds with close to 100%
system reliability. In addition, our platforms are highly scalable with current capacity at ten times the average
daily volume allowing significantly higher transaction volume to be handled at low incremental cost.

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Furthermore, we were the first exchange to offer electronic trading and integrated derivatives trading and
clearing to other exchanges and today have a global technology customer base of more than 70 marketplaces in
over 50 countries worldwide, including China (Hong Kong), Japan, Singapore, Australia and the U.S. Our
Genium INET® offering, based on proven INET technology, provides technology customers with the speed, scale
and reliability required to meet the specific needs of their markets. We believe that we will continue to provide
leading technology for the world’s competitive and demanding capital markets, which increasingly require that
exchanges be able to constantly secure the best price for investors and issuers, a natural strength of our
technology and electronic trading platforms.

Diversified operations and products. We have a diversified business, both in terms of geography and

product offerings. In addition, our recent acquisitions, investments and strategic initiatives have significantly
diversified our product offerings, particularly in the derivatives trading and clearing, clearing of resale and
repurchase agreements, commodities and surveillance technology businesses.

Proven and disciplined management team. We have a proven and disciplined management team that has

substantial industry experience and expertise in making and integrating strategic acquisitions. Led by Robert
Greifeld, our Chief Executive Officer, our executive management team has significant experience in the financial
services industry. We believe the NASDAQ OMX management team has demonstrated an ability to innovate and
respond effectively to market opportunities.

Commitment to regulatory integrity. As a global exchange company, we are subject to regulation in many
jurisdictions worldwide. We are charged by regulators with maintaining fair and orderly markets for the benefit
of investors, and we work to fulfill this obligation in several ways. In some instances, we have entered into
agreements with independent third parties to provide regulatory oversight that is separate from our markets. In
addition, we operate real-time market surveillance programs relating to trading and compliance-monitoring and
enforcement programs with respect to listings on our markets. We are committed to strong and effective
regulation and believe that regulatory integrity benefits investors, strengthens the NASDAQ OMX brand and
attracts companies seeking to do business with us or to list securities on our markets.

Products and Services

We operate in three segments: Market Services, Issuer Services and Market Technology. Of our 2010
revenues less transaction rebates, brokerage, clearance and exchange fees of $1,522 million, 67.3% was from our
Market Services segment, 22.6% was from our Issuer Services segment, 10.0% was from our Market Technology
segment and 0.1% related to other revenues. Of our 2009 revenues less transaction rebates, brokerage, clearance
and exchange fees of $1,453 million, 67.2% was from our Market Services segment, 22.7% was from our Issuer
Services segment, 10.0% was from our Market Technology segment and 0.1% related to other revenues. Of our
2008 revenues less transaction rebates, brokerage, clearance and exchange fees of $1,460 million, 67.5% was
from our Market Services segment, 23.5% was from our Issuer Services segment, 8.2% was from our Market
Technology segment and 0.8% related to other revenues.

See Note 18, “Segments,” to the consolidated financial statements for additional financial information about

our segments and geographic data.

Market Services

Our Market Services segment includes our U.S. and European Transaction Services businesses, as well as
our Market Data and Broker Services businesses. We offer trading on multiple exchanges and facilities across
several asset classes, including cash equities, derivatives, debt, commodities, structured products and ETFs. In
addition, in some of the countries where we operate exchanges, we also provide clearing, settlement and
depository services.

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U.S. Transaction Services

In the U.S., we offer trading in cash equity securities, derivatives and ETFs on The NASDAQ Stock Market,

The NASDAQ Options Market, NASDAQ OMX PHLX, NASDAQ OMX BX, NASDAQ OMX PSX and
NASDAQ OMX Futures Exchange, or NFX, and engage in riskless principal trading of OTC power and gas
contracts through NOCC. Our transaction-based platforms in the U.S. provide market participants with the ability
to access, process, display and integrate orders and quotes for cash equity securities, derivatives and ETFs. The
platforms allow the routing and execution of buy and sell orders as well as the reporting of transactions for cash
equity securities, derivatives and ETFs, providing fee-based revenues.

Cash Equities Trading. The NASDAQ Stock Market is the largest single pool of liquidity for trading U.S.-

listed cash equities, matching an average of approximately 18.8% of all U.S. cash equities volume for 2010.

In January 2009, we launched a second U.S. cash equities market, called NASDAQ OMX BX. With

NASDAQ OMX BX, we offer a second quote within the U.S. cash equities marketplace, providing our customers
enhanced trading choices and price flexibility. We have been able to leverage our INET trading system, which
runs The NASDAQ Stock Market, to operate NASDAQ OMX BX, providing customers an additional fast and
efficient cash equity securities market. In 2010, NASDAQ OMX BX matched an average of approximately 3.3%
of all U.S. cash equities volume.

In October 2010, we launched a third U.S. cash equities market, called NASDAQ OMX PSX. This new
market utilizes a price-size priority model and also runs on INET technology, leveraging the speed and efficiency
benefits offered throughout NASDAQ OMX globally.

Our fully electronic U.S. transaction-based platforms provide members with the ability to access, process,

display and integrate orders and quotes in cash equity securities on The NASDAQ Stock Market, NASDAQ
OMX BX and NASDAQ OMX PSX. Market participants include market makers, broker-dealers, alternative
trading systems, or ATSs, and registered securities exchanges. These services are offered for NASDAQ-listed
and non-NASDAQ-listed securities. Specifically, our platforms:

•

Provide a comprehensive display of the interest by market participants at the highest price a participant
is willing to buy a security (best bid) and also the lowest price a participant is willing to sell that security
(best offer).

Provide subscribers quotes, orders and total anonymous interest at every price level for exchange-listed
securities and critical data for the Opening Cross, Closing Cross, Halt Cross and IPO Cross.

Provide anonymity to market participants. In other words, participants do not know the identity of the
firm displaying the order unless that firm chooses to reveal its identity, which can contribute to
improved pricing for securities by reducing the potential market impact that transactions by investors
whose trading activity, if known, may influence others.

Trade Reporting. All U.S. registered national securities exchanges and securities associations are required to
establish a transaction reporting plan for the central collection of price and volume information concerning trades
executed in those markets. Trades executed on The NASDAQ Stock Market, NASDAQ OMX BX and NASDAQ
OMX PSX are automatically reported under the appropriate transaction reporting plan. Currently, market
participants are not charged for the reporting of most of these trades. The NASDAQ Stock Market, NASDAQ
OMX BX and NASDAQ OMX PSX, however, earn revenues for all of these trades in the form of shared market
information revenues under the Unlisted Trading Privileges Plan, or the UTP Plan, for NASDAQ-listed securities
and under the Consolidated Tape and Consolidated Quotation Plans for securities listed on the New York Stock
Exchange, or NYSE, NYSE Amex and other exchanges.

Through The FINRA/NASDAQ Trade Reporting Facility, or FINRA/NASDAQ TRF, we collect reports of
trades executed by broker-dealers outside of our exchanges. The FINRA/NASDAQ TRF collects trade reports as
a facility of FINRA. A large percentage of these trades results from orders that broker-dealers have matched

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internally, or internalized, and is submitted to the FINRA/NASDAQ TRF for reporting purposes only. The
FINRA/NASDAQ TRF charges market participants for locked in reporting of most trades, but it shares back
most revenues earned from shared market information with respect to the trades. The FINRA/NASDAQ TRF
also generates revenues by providing trade comparison to broker dealers by matching and locking-in the two
parties to a trade that they have submitted to the FINRA/NASDAQ TRF for reporting and clearing.

In addition to trade reporting and trade comparison services, we provide clearing firms with risk

management services to assist them in monitoring their exposure to their correspondent brokers.

U.S. Derivative Trading and Clearing. In the U.S., we operate The NASDAQ Options Market and

NASDAQ OMX PHLX for the trading of equity options, ETF options, index options and currency options. As of
December 31, 2010, NASDAQ OMX PHLX was the largest options market in the U.S. NASDAQ OMX PHLX
operates a hybrid electronic and floor-based market as a distinct market alongside The NASDAQ Options
Market. During the year ended December 31, 2010, NASDAQ OMX PHLX and The NASDAQ Options Market
had an average combined market share of approximately 27.4% in the U.S. equity options market, consisting of
approximately 23.4% at NASDAQ OMX PHLX and approximately 4.0% at The NASDAQ Options Market.
Together, the 27.4% represented the largest share of the U.S. equity and ETF options market. Our options trading
platforms provide trading opportunities to both retail investors and high frequency trading firms, who tend to
prefer electronic trading, and institutional investors, who typically pursue more complex trading strategies and
often prefer to trade on the floor.

In the U.S., we also operate NFX which offers trading for currency futures and other financial futures. Most

futures traded on NFX clear at The Options Clearing Corporation, or OCC. In addition, NFX serves as the
designated contract market for interest rate swap futures that are cleared through IDCH.

Through IDCH, our majority-owned subsidiary IDCG brings a centrally-cleared solution to the largest

segment of the OTC derivatives marketplace, specifically interest rate derivatives. IDCH acts as the CCP for
clearing interest rate swap futures contracts. IDCH utilizes NASDAQ OMX matching and clearing technology to
clear and settle these interest rate derivative products.

With the purchase of the assets of North American Energy Credit and Clearing Corp. in March 2010 by our
newly-established subsidiary NOCC, NASDAQ OMX also expanded its presence in the OTC energy commodity
markets.

Acquisition of FTEN. In December 2010, we completed our acquisition of FTEN, a leading provider of

RTRM solutions for the financial securities market. As a market leader in RTRM, FTEN is well positioned to
grow as the industry is becoming more focused on solutions for effectively managing risk. Market participants
are seeking tools that provide real-time, low latency enterprise-wide risk management, market awareness and
control. FTEN’s technology provides broker-dealers and their clients the ability to manage risk more effectively
in real-time, which leads to better utilization of capital as well as improved regulatory compliance. We will offer
FTEN solutions to our global base of broker-dealers and the international exchange community.

European Transaction Services

Nordics. NASDAQ OMX Nordic’s operations comprise the exchanges in Stockholm (Sweden),
Copenhagen (Denmark), Helsinki (Finland), and Iceland. The exchanges offer trading for cash equities and
bonds, trading and clearing services for derivatives, and beginning September 2010, clearing services for resale
and repurchase agreements. Our platform allows the exchanges to share the same trading system, which enables
efficient cross-border trading and settlement, cross membership and a single source for Nordic market data.

Trading is offered in Nordic securities such as cash equities and depository receipts, warrants, convertibles,

rights, fund units, ETFs, bonds and other interest-related products. NASDAQ OMX Stockholm and NASDAQ

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OMX Copenhagen also offer trading in derivatives, such as stock options and futures, index options and futures,
fixed-income options and futures and stock loans. Settlement and registration of cash trading takes place in
Sweden, Finland, Denmark and Iceland via the local central securities depositories.

In 2009, NASDAQ OMX expanded its trading offering to include cash equities listed in Norway and
launched a new portfolio of Norwegian derivatives products. The offering is designed to provide lower trading
costs and other benefits for customers seeking to trade all Nordic cash equity products on one platform.
NASDAQ OMX has been the second largest market for trading in Norwegian stocks since 2009.

Through our clearing operations in the derivative markets with NASDAQ OMX Stockholm, we are the legal

counterparty for each derivative position traded and thereby guarantee the fulfillment of each contract. We also
act as the counterparty for certain trades on OTC derivative contracts. The derivatives are not used by NASDAQ
OMX Stockholm for the purpose of trading on its own behalf. As the legal counterparty of each transaction,
NASDAQ OMX Stockholm bears the counterparty risk between the purchaser and the seller in the contract. The
counterparty risks are measured using models that are agreed to with the Financial Supervisory Authority of the
applicable country, which requires us to provide minimum guarantees and maintain certain levels of regulatory
capital.

The structure and operations of NASDAQ OMX Stockholm differ from other clearinghouses. NASDAQ
OMX Stockholm is not a member-owned organization, does not maintain a guarantee fund to which members
contribute and does not enforce loss sharing assessments amongst members. In addition, unlike other
clearinghouses, it does not record any margin deposits and guarantee funds, as all risks and rewards of collateral
ownership, including interest, belongs to the counterparty. Market participants must provide collateral to cover
the daily margin call as needed, which is in addition to the initial collateral placed when entering into the
transaction. Acceptable collateral is cash and eligible securities in a pledged bank account and/or an on-demand
guarantee. All collateral is maintained at a third-party custodian bank for the benefit of the clearing members and
is accessible by NASDAQ OMX in the event of default. In addition, market participants must meet certain
minimum financial standards to mitigate the risk if they become unable to satisfy their obligations. For
NASDAQ OMX Stockholm, following the completion of a transaction, settlement primarily takes place between
parties by net cash settlement or with the exchange of securities and funds. For those transactions where there is
an exchange of securities and funds, the transfer of ownership is registered and the securities are stored on the
owner’s behalf.

Beginning in October 2009, most of our cash equity trades on the exchanges that comprise NASDAQ OMX

Nordic are centrally cleared by EMCF, a leading European clearinghouse in which we own a 22% equity stake.

In September 2010, NASDAQ OMX launched a clearing service for the resale and repurchase agreement

market together with market participants. As a result of an agreement between the Swedish Money Market
Council and NASDAQ OMX, the entire Swedish Interbank resale and repurchase agreement market will
ultimately be cleared through NASDAQ OMX Stockholm. Similar to derivative clearing discussed above,
through our clearing operations in the resale and repurchase markets with NASDSQ OMX Stockholm, we are the
legal counterparty for each resale and repurchase contract traded and thereby guarantee the fulfillment of each
contract. We only clear these transactions once a bilateral contract between members has been entered into
whereby the two members have agreed on all terms in the transaction. The resale and repurchase agreements are
not used for financing purposes by NASDAQ OMX. As the legal counterparty of each transaction, NASDAQ
OMX Stockholm bears the counterparty risk between the purchaser and the seller in a resale and repurchase
agreement. As discussed above, the structure and operations for the resale and repurchase market is similar to the
derivative market. For resale and repurchase agreements, collateral is not held by NASDAQ OMX Stockholm.
All resale and repurchase clearing activities are transacted under our clearing member agreements that give us the
right, in the event of default, to liquidate collateral pledged between the clearing members and to offset
receivables and payables with the same counterparty.

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Pledged collateral, which is transferred through NASDAQ OMX Stockholm at initiation of the bilateral

contract between the two clearing member counterparties, primarily consists of Swedish government debt
securities. Market participants must meet certain minimum financial standards to mitigate the risk if they become
unable to satisfy their obligations. In the event that one of the participants cannot fulfill its obligation to deliver
or receive the underlying security at the agreed upon price, NASDAQ OMX Stockholm is required to buy or sell
the security in the open market to fulfill its obligation. In order to protect itself against a price movement in the
value of the underlying security, or price risk, NASDAQ OMX Stockholm requires all participants to provide
additional margin, which is valued on a daily basis and is maintained at a third-party custodian bank for the
benefit of the clearing members and is accessible by NASDAQ OMX Stockholm in the event of default.

Baltics. NASDAQ OMX Baltic operations comprise the exchanges in Tallinn (Estonia), Riga (Latvia) and

Vilnius (Lithuania). During the first quarter of 2010, we acquired the remaining 7% minority holding in
NASDAQ OMX Tallinn and an additional ownership stake of 0.4% in NASDAQ OMX Vilnius, both for
immaterial amounts. As of December 31, 2010, NASDAQ OMX owns 100% of NASDAQ OMX Tallinn, 95%
of NASDAQ OMX Vilnius and 93% of NASDAQ OMX Riga. In addition, NASDAQ OMX Tallinn owns 100%
of the central securities depository in Estonia, NASDAQ OMX Riga owns 100% of the central securities
depository in Latvia, and NASDAQ OMX Vilnius owns 40% of the central securities depository in Lithuania.

The exchanges that comprise NASDAQ OMX Baltic offer their members trading, clearing, payment and
custody services. Issuers, primarily large local companies, are offered listing and a distribution network for their
securities. The securities traded are mainly cash equities, bonds and treasury bills. Clearing, payment and custody
services are offered through the central securities depositories in Estonia, Latvia and Lithuania. In addition, in
Estonia and Latvia, NASDAQ OMX offers registry maintenance of fund units included in obligatory pension
funds, and in Estonia, NASDAQ OMX offers the maintenance of shareholder registers for listed companies. The
Baltic central securities depositories offer a complete range of cross-border settlement services.

Pan-European. In the second quarter of 2010, we made a strategic decision to close the business of our
pan-European multilateral trading facility NASDAQ OMX Europe, or NEURO. We retained our London office
and data hub, where we support trading and market data clients, run the U.K. power exchange N2EX and manage
our overseas listings operation. Our decision to close the business of NEURO will not have a significant impact
on our future results of operations.

Commodities Trading and Clearing. NASDAQ OMX Commodities offers derivatives and carbon products,
operates a clearing business and offers consulting services to commodities markets globally. With our acquisition
of Nord Pool, NASDAQ OMX Commodities’ offering now includes the world’s largest power derivatives
exchange and one of Europe’s largest carbon exchanges.

NASDAQ OMX Commodities has 361 members across a wide range of energy producers and consumers, as
well as financial institutions. NASDAQ OMX Commodities’ offering is designed for banks, brokers, hedge funds
and other financial institutions, as well as power utilities, industrial, manufacturing and oil companies. NASDAQ
OMX Commodities offers clearing services for energy derivative and carbon product contracts by serving as the
CCP. Similar to derivative clearing and resale and repurchase agreement clearing on NASDAQ OMX Stockholm
discussed above, through our clearing operations in the derivative markets with NASDAQ OMX Commodities,
we are also the legal counterparty for each derivative position traded and thereby guarantee the fulfillment of
each contract. We also act as the counterparty for certain trades on OTC derivative contracts. The derivatives are
not used by NASDAQ OMX Commodities for the purpose of trading on its own behalf. As the legal counterparty
of each transaction, NASDAQ OMX Commodities bears the counterparty risk between the purchaser and seller
in the contract. The counterparty risks are measured using models that are agreed to with the Financial
Supervisory Authority of the applicable country, which require us to provide minimum guarantees and maintain
certain levels of regulatory capital. NASDAQ OMX Commodities utilizes the same structure and operations as
the derivative markets for NASDAQ OMX Stockholm, discussed above. Trading on the contracts can take place
up until the delivery period which may occur over a period of several years.

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In January 2010, NASDAQ OMX Commodities and Nord Pool Spot launched N2EX, a marketplace for

physical UK power contracts.

Access Services

We provide market participants with several alternatives for accessing our markets for a fee. Shifting
connectivity from proprietary networks to third-party networks has significantly reduced technology and network
costs and increased our systems’ scalability without affecting performance or reliability.

Our U.S. marketplaces may be accessed via a number of different protocols. The Financial Information
Exchange product that uses the FIX protocol, a standard method of financial communication between trading
firms and vendors, enables firms to leverage their existing FIX technology with cost-effective connections to our
markets. Market participants may also access our systems using QIX, a proprietary programming interface that
provides a more streamlined and efficient protocol for our users with expanded functionality, including quotation
updates, and computer-to-computer interface, a protocol that allows market participants to enter transactions
directly from their computer systems to our computer systems. Finally, firms may use former INET protocols,
such as OUCH and RASH, to access our single trading platform. As an alternative to firm-developed trading
front-end, our system offers the NASDAQ Workstation, an internet browser based interface that allows market
participants to view market data and enter orders, quotes and trade reports.

We provide co-location services to market participants whereby firms may lease space for equipment within
our data center. These participants are charged monthly fees for cabinet space, connectivity and support. We also
earn revenues from annual and monthly exchange membership and registration fees.

Market Data

We earn Market Data revenues from U.S. tape plans and U.S. and European proprietary market data

products.

U.S. Tape Plans. The NASDAQ Stock Market operates as the exclusive Securities Information Processor of

the UTP Plan for the collection and dissemination of best bid and offer information and last transaction
information from markets that quote and trade in NASDAQ-listed securities. The NASDAQ Stock Market,
NASDAQ OMX BX and NASDAQ OMX PSX are participants in the UTP Plan and share in the net distribution
of revenue according to the plan on the same terms as the other plan participants. In the role as the Securities
Information Processor, The NASDAQ Stock Market collects and disseminates quotation and last sale
information for all transactions in NASDAQ-listed securities whether traded on The NASDAQ Stock Market or
other exchanges. We sell this information to market participants and to data distributors, who then provide the
information to subscribers. After deducting costs associated with our role as an exclusive Securities Information
Processor, as permitted under the revenue sharing provision of the UTP Plan, we distribute the tape revenues to
the respective UTP Plan participants, including The NASDAQ Stock Market, NASDAQ OMX BX and
NASDAQ OMX PSX, based on a formula required by Regulation NMS that takes into account both trading and
quoting activity. In addition, all quotes and trades in NYSE- and NYSE Amex-listed securities are reported and
disseminated in real time, and as such, we share in the tape revenues for information on NYSE- and NYSE
Amex-listed securities.

U.S. Market Data Products. Our market data products enhance transparency and provide critical

information to professional and non-professional investors. We collect, process and create information and earn
revenues as a distributor of our own, as well as select third-party content. We provide varying levels of quote and
trade information to market participants and to data distributors, who in turn provide subscriptions for this
information. Our systems enable distributors to gain direct access to our market depth, index values, mutual fund
valuation, order imbalances, market sentiment and other analytical data. We earn revenues primarily based on the
number of data subscribers and distributors of our data.

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We distribute this proprietary market information to both market participants and non-participants through a

number of proprietary products. We use our broad distribution network of more than 1,800 market data
distributors to deliver data regarding our market depth, index values, mutual fund valuation, order imbalances,
market sentiment and other analytical data. We offer a range of proprietary data products, including NASDAQ
TotalView, our flagship market depth quote product. TotalView shows subscribers quotes, orders and total
anonymous interest at every price level in The NASDAQ Stock Market for NASDAQ-listed securities and
critical data for the Opening, Closing, Halt and IPO Crosses.

TotalView is offered through distributors to professional subscribers for a monthly fee per terminal and to

non-professional subscribers for a lower monthly fee per terminal. We also offer TotalView enterprise licenses to
facilitate broad based distribution of this data. In addition, we charge the distributor a monthly distributor fee.

We operate several other proprietary services and data products to provide market information, which

include:

• NASDAQ Basic, launched in 2009, which offers a flexible and affordable way to provide customers

with essential trading data of best bid and offer and last sale information;

• NASDAQ Last Sale, which provides broad based and universal access to real-time last sale information

via Internet portals;

• NASDAQ Market Replay, a powerful replay and analysis tool that allows users to view order book and

trade data for NASDAQ, NYSE- and NYSE Amex-listed securities at any point in time;

• NASDAQ OMX DataStore, which is designed to transform the market data industry through use of

plug-and-play technology to deliver new proprietary information content;

• Mutual Fund Quotation Service, a service for over 26,000 mutual funds, money market funds and unit
investment trusts that supports fund data, including net asset values, and capital gains and dividend
income distribution and provides print and electronic media exposure for the funds;

• Mutual Fund Dissemination Service, which is a service that facilitates the real-time and end-of-day

recap dissemination of all mutual fund pricing information and is used by data vendors and media to
receive complete net asset value data on funds;

• Global Index Dissemination Service, released in 2009, which is a real-time data feed that carries the

values for a number of broad-based and sector indexes and ETFs;

• RussellTick, released in 2010, which is a data feed that consolidates the distribution of the Russell

family of indexes; and

•

Top of PHLX Options Plus Orders, or TOPO Plus Orders, which is a data product for the NASDAQ
OMX PHLX options market.

European Market Data Products. The exchanges that comprise NASDAQ OMX Nordic, NASDAQ OMX

Baltic and NASDAQ OMX Commodities offer European market data products and services. These data products
and services provide critical market transparency to professional and non-professional investors who participate
in European marketplaces and, at the same time, give investors greater insight into these markets.

European market data products and services are based on the trading information from the exchanges that
comprise NASDAQ OMX Nordic, NASDAQ OMX Baltic and NASDAQ OMX Commodities for four classes of
assets: cash equities, bonds, derivatives and commodities. We provide varying levels of quote and trade
information to market participants and to data distributors, who in turn provide subscriptions for this information.
Revenues from European market data are subscription-based and are generated primarily based on the number of
data subscribers and distributors of our data.

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We provide a wide range of data products including products in real-time, some with a time delay or in

batch delivery. These products and services are packaged for market professionals as well as for private
individuals, and include real-time information on market depth, specific transactions and share-price trends, the
compilation and calculation of reference information such as indexes and the presentation of statistics.

Significant European market data products include:

• Nordic Equity TotalView, which provides full market insight into the order book, news and analysis
data for all Nordic cash equities. The product also includes index values and weights and liquidity
measure indicators;

• Nordic Derivative Level 2, which provides listing details, trade information, derived information and

order book information with the five best levels of bid and ask prices with the respective total quantity;

• Nordic Fixed Income Level 2, which provides listing details, order book information, bid and ask quotes

for up to five levels, trade information, derived information, indicative bid and ask quotes, daily
turnover statistics and company disclosures; and

•

European Last Sale, which provides broad based and universal access to real-time last sale information
via Internet portals.

Broker Services

Our Broker Services operations offer technology and customized securities administration solutions to
financial participants in the Nordic market. Broker Services provides services through a registered securities
company that is regulated by the Swedish Financial Supervisory Authority, or SFSA. The primary services
consist of flexible back-office systems, which allow customers to entirely or partly outsource their company’s
back-office functions.

We offer customer and account registration, business registration, clearing and settlement, corporate action

Issuer Services

Our Issuer Services segment includes our Global Listing Services and Global Index Group businesses. We

offer capital raising solutions to companies around the globe and have more worldwide listings than any other
global exchange group—approximately 3,600 companies representing approximately $5.7 trillion in total market
value as of December 31, 2010.

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
exchanges that comprise NASDAQ OMX Nordic and NASDAQ OMX Baltic. We offer a consolidated global
listing application to companies to enable them to apply for listing on The NASDAQ Stock Market and the
exchanges that comprise NASDAQ OMX Nordic and NASDAQ OMX Baltic, as well as NASDAQ Dubai.

Global Listing Services

Our Global Listing Services business includes our U.S. Listings, European Listings and Corporate Solutions

businesses.

U.S. Listings. Companies listed on The NASDAQ Stock Market represent a diverse array of industries

including health care, consumer products, telecommunication services, information technology, financial
services, industrials and energy.

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Companies seeking to list securities on The NASDAQ Stock Market must meet minimum listing

requirements, including specified financial and corporate governance criteria. Once listed, companies must meet
continued listing standards. The NASDAQ Stock Market currently has three listing tiers: The NASDAQ Global
Select Market, The NASDAQ Global Market and The NASDAQ Capital Market. All three market tiers maintain
rigorous listing and corporate governance standards (both initial and ongoing).

As of December 31, 2010, a total of 2,778 companies listed securities on The NASDAQ Stock Market, with

1,323 listings on The NASDAQ Global Select Market, 975 on The NASDAQ Global Market and 480 on The
NASDAQ Capital Market.

We aggressively pursue new listings from companies, including those undergoing IPOs as well as
companies seeking to switch from alternative exchanges. In 2010, The NASDAQ Stock Market attracted 195
new listings. Included in these listings were 89 IPOs, almost 47% of the total U.S. IPOs in 2010. The new listings
were comprised of the following:

Total New Listings on The NASDAQ Stock Market . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Switches from NYSE/NYSE Amex . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
IPOs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Upgrades from OTC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ETFs, Structured Products and Other Listings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

195
12
89
54
40

In 2010, the following three NYSE-listed companies switched to The NASDAQ Stock Market, representing
$9.6 billion in market capitalization: Hasbro, Inc., Avis Budget Group, Inc. and Potlatch Corporation. A total of
eight companies switched from NYSE Amex and one company switched from NYSE Arca to The NASDAQ
Stock Market in 2010.

European Listings. We also offer listings on the exchanges that comprise NASDAQ OMX Nordic and
NASDAQ OMX Baltic. For smaller companies and growth companies, we offer access to the financial markets
through the NASDAQ OMX First North alternative marketplaces. As of December 31, 2010, a total of 780
companies listed securities on our Nordic and Baltic exchanges and NASDAQ OMX First North. Measured in
terms of the market capitalization of listed companies, as of December 31, 2010, NASDAQ OMX Nordic was
the second largest marketplace in Europe for IT companies, the largest marketplace in the world for the paper
industry, the second largest marketplace in the world for apparel retail companies and third largest marketplace
in the world for the industrial machinery industry.

Our European listing customers are organizations such as companies, funds or governments. Customers

issue securities in the forms of cash equities, depository receipts, warrants, ETFs, convertibles, rights, options,
bonds and fixed-income related products. In 2010, a total of 25 new companies were listed on our Nordic and
Baltic exchanges and NASDAQ OMX First North.

Corporate Solutions. Our Corporate Solutions business provides customer support services, products and

programs to companies, including companies listed on our exchanges. Through our Corporate Solutions
offerings, companies gain access to innovative products and services that ease transparency, mitigate risk,
maximize board efficiency and facilitate better corporate governance. We provide corporate solutions in the
following key areas of focus:

•

Investor Relations. We provide industry-leading investor relations and news distribution products
designed to make it easier for companies to interact and communicate with analysts and investors while
meeting corporate governance and disclosure requirements.

• Market Monitoring. We offer unique proprietary services that help companies monitor their stock and

track peer performance.

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•

Board Practice. We offer management solutions to ensure board member effectiveness.

• Global Visibility. We provide ways for companies to increase their visibility through our MarketSite

offerings and access to discounts and special offers from other listed companies.

•

PORTAL. In addition to traditional public offerings, SEC Rule 144A provides public and private
companies with another option for effectively raising capital at a lower cost and with fewer regulatory
hurdles. We have managed the process to designate SEC Rule 144A unregistered securities as PORTAL
securities since 1990.

In December 2010, we completed our acquisition of ZVM, a provider of webcasting and investor relations
communication services for companies in the Nordic region. ZVM, which is the leading provider of webcasting
services in Northern Europe, will add to the growing range of capabilities and services NASDAQ OMX offers
public and private companies in the U.S. and Europe.

Global Index Group

We are one of the world’s leading index providers. We develop and license NASDAQ OMX branded
indexes, associated derivatives and financial products as part of our Global Index Group. We believe that these
indexes and products leverage, extend and enhance the NASDAQ OMX brand. License fees for our trademark
licenses vary by product based on a percentage of underlying assets, dollar value of a product issuance, number
of products or number of contracts traded. In addition to generating licensing revenues, these products,
particularly mutual funds and ETFs, lead to increased investments in companies listed on our global exchanges,
which enhances our ability to attract new listings. We also license cash-settled options, futures and options on
futures on our indexes.

Our flagship index, the NASDAQ-100 Index, includes the top 100 non-financial securities listed on The
NASDAQ Stock Market. With the launch of new index families such as the Green Economy and Sharia families,
we now have over 1,600 diverse indexes, with 238 launched in 2010. NASDAQ OMX indexes are the basis for
over 2,900 structured products in 27 countries. In 2010, product sponsors launched 24 ETFs based on NASDAQ
OMX indexes. We also license cash-settled options, futures and options on futures on our indexes.

Market Technology

Powering more than 70 markets in over 50 countries, we are the world’s leading technology solutions

provider and partner to exchanges, clearing organizations and central securities depositories. Our technology
business is also the sales channel for our complete global offering to other marketplaces.

Technology Solutions. The systems solutions we offer support trading, clearing, settlement, surveillance and

information dissemination for markets with wide ranging requirements, from smaller African markets to the
leading markets in the US, Europe and Asia. Furthermore, the solutions we offer can handle all classes of assets,
including cash equities, currencies, various interest-bearing securities, commodities, energy products and
derivatives on any of these assets.

NASDAQ OMX’s technology solutions are utilized by, among others, the Australian Securities Exchange,

Bolsa de Valores de Colombia, Egypt Stock Exchange, Hong Kong Exchanges and Clearing, SIX Swiss
Exchange, Singapore Exchanges and Tokyo Commodity Exchange.

Our trading and market data solutions are utilized by exchanges, alternative-trading venues and banks and
securities brokers with marketplace offerings of their own. In the post trade stage, we offer integrated systems
solutions for clearing (risk management) and settlement (settlement and delivery) of both cash equities and
derivatives to clearing organizations around the world.

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Systems Integration, Operation and Support. A central part of many projects is facility management and

systems integration. Through our integration services, we can assume total responsibility for projects involving
migration to a new system and the establishment of entirely new marketplaces. We also offer operation and
support for the applications, systems platforms, networks and other components included in a turn-key
information technology solution. By transferring the operation and support of systems to us, the customer can
focus on its core operations and reduce its operational risk level. At the same time, economies of scale can be
achieved, by allowing the customer access to existing, effective technology and infrastructure.

Advisory Services. Our advisory services are designed to support our customers’ strategies and help them
with critical decisions in a highly demanding business environment. Operating our own exchanges and partnering
with global marketplaces, we continually gain insight on developments in the financial world. We understand
first-hand how marketplaces operate, the challenges they face and the complex technology infrastructures that
support them. Our consultants have deep experience in strategy, operations and change management, and are
backed by the combined knowledge of NASDAQ OMX as well as a network of external experts in the exchange
industry.

Surveillance. In August 2010, we completed our acquisition of SMARTS, a leading technology provider of

surveillance solutions to exchanges, regulators and brokers. This acquisition is part of our strategy to diversify
our Market Technology business and enter the broker surveillance and compliance market. We believe that this
acquisition will strengthen our position as the leading technology partner to marketplaces worldwide.

Core Technology. Technology plays a key role in ensuring the growth and reliability of financial markets.
At NASDAQ OMX, we are committed to innovation through technology to ensure our position as a driving force
in the exchange industry and to provide the best possible trading experience for our customers and investors.
Investment decisions are made based on customer needs and general market trends.

We continuously improve our core technology with a focus on reducing latency and improving capacity and

reliability. NASDAQ OMX’s next generation technology is capable of handling multi-million messages per
second at an average speed of sub-100 microseconds, currently the fastest of any exchange or alternative trading
system in the world.

The foundation for NASDAQ OMX’s core technology is INET. The INET technology is used across
NASDAQ OMX’s U.S. and European markets. INET is also the main building block of our Market Technology
offering, Genium INET. Genium INET combines innovative functionality with a modular approach to manage
change and create new advantages for existing and new customers, as well as our own marketplaces.

Intellectual Property

We own or have licensed rights to trade names, trademarks, domain names and service marks that we use in
conjunction with our operations and services. We have registered many of our most important trademarks in the
United States and in foreign countries. For example, our primary “NASDAQ” mark is a registered trademark in
the United States and in over 50 other countries worldwide and the OMX trademark also has been registered
worldwide. We also have trademark registrations for the most important trade names of NASDAQ OMX Nordic
and our operations in Europe. Many of these trademarks are registered in a number of countries. An example of
the registered trademarks used in our European operations include: OMX, GENIUM, Genium INET, SECUR,
CLICK XT and EXIGO.

We also maintain copyright protection in our NASDAQ-branded materials and pursue patent protection for

NASDAQ OMX-developed inventions and processes. We focus on gaining patent protection for the software
functionality that we develop in order for us to fully benefit from our research and development investments. We
accomplish this through the evaluation of inventions, the preparation, filing and prosecution of patent
applications for inventions deemed worthwhile to pursue, the maintenance of granted patents, the coordination of
information within the organization about patents and the monitoring of competitors for possible use of patented
information.

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Competition

Market Services. The cash equity securities markets are intensely competitive. We compete in the U.S.

against NYSE Euronext, BATS Global Markets, Direct Edge, regional exchanges and alternative trading
systems, or ATSs. In Europe, our major competitors include NYSE Euronext, Deutsche Börse, the London Stock
Exchange Group plc, or LSE, the Spanish Exchanges, SIX Swiss Exchange, and multilateral trading facilities, or
MTFs, such as Chi-X and BATS Europe, which are similar to U.S. ATSs. Competition also comes from broker-
dealers and from off-board or OTC trading in the U.S. and elsewhere.

In bond trading, we compete in Europe with alternative marketplaces such as EuroMTS Limited. For
derivatives products, competition comes in the form of trading and clearing that takes place OTC, usually
through banks and brokerage firms, or through trading and clearing competition with other exchanges. The
competitive significance in Europe of these varied alternative trading venues is likely to increase in the future,
with the regulatory environment in Europe becoming more favorable to alternative trading venues as a result of
the reforms required by the Markets in Financial Instruments Directive, or MiFID, and a broader effort to
increase competition in financial services.

Competition is based on a number of factors, including the quality of our technological and regulatory
infrastructure, total transaction costs, the depth and breadth of liquidity, the quality of value-added customer
services, reputation and the direct cost of trade execution.

Cash equity securities trading. The U.S. marketplace continues to evolve as the number of exchanges
increases and less heavily regulated broker-owned trading systems and ATSs, known collectively as dark pools,
expand in number and activity. While many of the new entrants may have limited liquidity, some may attract
significant levels of cash equity order volume through aggressive pricing, through interconnections with other
systems, and from volume originating with broker-dealer owners and investors. Broker-dealer owned systems
continued the rapid growth that began in 2009 throughout 2010. In addition, there remains interest in electronic
trading systems specializing primarily in large block trades, such as LiquidNet, Pipeline Trading and Investment
Technology Group’s POSIT platform. During 2010, three new exchange competitors to NASDAQ OMX
appeared. In July 2010, Direct Edge received SEC approval to operate its two markets (EDGA and EDGX) as
exchanges and in October 2010, BATS launched a second exchange (BATS-Y). During 2010, NASDAQ OMX
also launched its third cash equity exchange, NASDAQ OMX PSX, to provide a third alternative combination of
pricing and features. Finally, 2010 saw two significant regulatory events that could result in significant changes
in the competitive landscape: the SEC published a market structure concept release early in 2010 and the May 6th
“flash crash” accelerated rulemaking intended to prevent repeat of that day’s extreme price changes. Rules
concerning halting trading during volatile markets, market access, algorithmic (high frequency) trading,
alternative trading systems such as dark pools, and other market structure issues could change the competitive
landscape by helping or hurting NASDAQ OMX or its competitors’ business models.

The European landscape is continuing to adapt to the competitive forces released by MiFID in November

2007. Throughout Europe, new MTFs have been created with the most prominent MTFs (Chi-X, Turquoise, and
BATS) based in the United Kingdom and attracting a significant share of electronically matched volume. MTFs
continue to grow their business in shares listed on our Nordic exchanges. Trade reporting alternatives to
incumbent exchanges, such as Markit BOAT, or BOAT, also continue to be active. Electronic trading systems
interested in pursuing block business have long been active in Europe and are looking to grow their businesses.
In the Nordics, the Burgundy MTF grew modestly in 2010 and plans to expand its business in 2011. These
entrants pursue many of the same strategies to attract order flow as do ATSs in the U.S., which include attractive
pricing, participant investment, technological innovation and pursuit of exchange status. Because of the success
of the new entrants, incumbent exchanges have lowered prices, adopted new technology, and prepared to
compete aggressively for trading volumes and revenue. While the state of competition in Europe remains
evolutionary, the level of competition faced by incumbent national exchanges will remain intense.

As a result of the conditions in the U.S. and Europe, we experience competition in our core trading activities

such as execution services, quoting and trading capabilities, and reporting services. Many of our competitors
have engaged in aggressive price competition by reducing the trade execution transaction fees they charge their

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customers. As a result of this competition, we significantly reduced the trade execution transaction fees we
charge our customers in the past, particularly our large-volume customers. We periodically reexamine our pricing
structure to ensure that our fees remain competitive.

Derivatives. Our principal competitors for trading options in the U.S. include the Chicago Board Options

Exchange, or CBOE, the International Securities Exchange, or ISE, NYSE ARCA, NYSE Amex and the Boston
Options Exchange, or BOX. Competition is focused on providing market participants with greater functionality,
trading system stability, customer service, efficient pricing, and speed of execution. NASDAQ OMX operates
two options exchanges with different market structures. NASDAQ OMX PHLX operates a pro-rata hybrid
electronic and floor based exchange and competes most directly with CBOE, ISE, NYSE Arca and NYSE Amex.
The NASDAQ Options Market operates a price/time priority exchange and competes most directly with NYSE
ARCA and BOX. Both BATS and the CBOE launched new options exchanges in 2010, with BATS being
somewhat similar to The NASDAQ Options Market. The further intensifying of competition for exchange traded
options means that we must continuously review our technology and pricing.

MiFID does not address competition between derivatives markets to the extent that it addresses cash

equities trading and consequently has been slower to affect competition in trading derivative securities. Exchange
based competition for trading in European derivatives continues to occur mainly where there is competition in
trading for the underlying equities and our competition for options on European equities is primarily with
EUREX Group, NYSE Liffe, EDX London Limited, or EDX, and, to a limited extent, the U.S. options
exchanges. Such competition is limited to options on a small number of equity securities although these
securities tend to be among the most active. In addition to exchange based competition in derivatives, we
continue to face competition from OTC derivative markets.

As trading in Europe evolves under the current review of the original MiFID legislation, competition for

trading volumes in derivatives will likely increase. Both current and potential competition require us to
constantly reassess our pricing and product offerings in order to remain competitive.

Clearing. In both the U.S. and Europe, cash equity clearing has been organized along national lines.
Typically, a single clearinghouse would serve essentially all cash equity trading involving securities listed on
exchanges within a nation’s borders. Some countries, such as Sweden, did not have a clearinghouse until 2009. In
some countries, such as the U.S., the clearinghouse is part of the same organization as the Central Securities
Depository, or CSD. In some, such as Germany, the clearinghouse and the stock exchange are part of the same
corporate structure, and in others, such as the U.K., the clearinghouse, exchange, and CSD are separate.
Furthermore, there is a much shorter history of using CCP services in European clearing than in the U.S.
Regardless of past practice, competition is beginning to come to the clearing business in response to the
European Code of Conduct in Clearing and Settlement in Europe and initiatives by NASDAQ OMX in the U.S.
At this time, competition in clearing in Europe remains limited with a few new non-national clearinghouses such
as EMCF, X-Clear and EuroCCP serving non-national multilateral trading facilities or offering alternative
clearing facilities for trades executed on incumbent exchanges.

In the U.S., competition in equity clearing has been legislatively called for since 1975 but only recently have

technological advances made competitive clearing in the U.S. a viable possibility. Should clearing competition
become a vibrant reality in the U.S., it may have an impact on equity trading and on our business as clearing is a
non-trivial cost of trade execution. We believe that the clearing business in both the U.S. and Europe would
benefit from competition. Even as a 22% equity owner of EMCF, one of the largest cash equities clearinghouses
in Europe, we support interoperability of cash equities clearinghouses, which will foster a healthy competition
among cash equities clearinghouses in Europe.

Market data services. The market data business in the U.S. includes both consolidated and proprietary data
products. Consolidated data products are distributed by SEC-mandated consolidators (one for NASDAQ-listed

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stocks and another for NYSE and other-listed stocks) that share the revenue among the exchanges that contribute
data. Proprietary data products are made up exclusively of data derived from each exchange’s systems. In
Europe, all market data products are proprietary as there is no official data consolidator.

Our revenues from the sale of consolidated market data products and services are under competitive threat

from other securities exchanges that trade NASDAQ-listed securities. Current SEC regulations permit these
regional exchanges and FINRA’s Alternative Display Facility to quote and trade NASDAQ-listed securities.
Trade reporting facilities regulated by FINRA are also operated by The NASDAQ Stock Market and other
exchanges. The UTP Plan entitles these exchanges, FINRA’s Alternative Display Facility, and the trade reporting
facilities to a share of UTP Plan tape fees, based on the formula required by Regulation NMS that takes into
account both trading and quoting activity. In addition, The NASDAQ Stock Market similarly competes for the
tape fees from the sale of information on NYSE- and NYSE Amex-listed securities for those respective tape
plans.

Participants in the tape plans have used tape fee revenues to establish payment for order flow arrangements

with their members and customers. In January 2004, we implemented a new tiered pricing structure and the
Nasdaq General Revenue Sharing Program, which provided incentives for quoting market participants to send
orders and report trades to The NASDAQ Stock Market. We continuously evaluate and refine both programs. To
remain competitive, in July 2006 and in January 2008, we changed the terms of the program and established a
new Nasdaq Data Revenue Sharing Program. In December 2010, we again changed the terms of the program
effective January 2011. We may adjust either program in the future to respond to competitive pressures.

The sale of our proprietary data products in both the U.S. and Europe is under competitive threat from
alternative exchanges and trading venues that offer similar products, sometimes at a lower price or free of charge.
Our market data business competes with other exchanges and third party vendors in providing information to
market participants. Consequently, our data products must be competitive in speed, reliability, content and price
to succeed in the marketplace. New exchanges and trading systems entering the market have recognized the
strong connection between market data and transactions volume and new entrants typically price their market
data very aggressively in order to grow transactions volume, thereby limiting our flexibility in pricing market
data. Any action by a market participant to provide information to another exchange or market data vendor could
have a negative impact on our data products. The market data business must also adapt to rapidly changing
information delivery technologies and constantly invest in innovative product design and development. Other
market data providers may not face the regulatory obligations we face and may consequently be more flexible in
pricing and more agile in deploying new products and business methods to our detriment. The growth of the
number of proprietary data feeds offered by NASDAQ OMX and other exchanges has also increased the
reluctance of some data vendors to add new feeds to their product offerings which further complicates
exchanges’ efforts to expand their market data offerings.

Listings. Our primary competitor for larger company listings in the U.S. on The NASDAQ Stock Market is

the NYSE. The NASDAQ Stock Market also competes with NYSE Amex for listing of smaller companies and
the BATS and DirectEdge exchanges have announced their intention to compete for listings in the future. The
NASDAQ Stock Market also competes with local and overseas markets for listings by companies that choose to
list outside of their home country.

The listings business in Europe is characterized by the large number of exchanges competing for new or
secondary listings. Each country has one or more national exchanges that are often the first choice of companies
in the respective countries. For those considering an alternative, the European exchanges that attract the most
overseas listings are LSE, NYSE Euronext, Deutsche Börse and the exchanges that comprise NASDAQ OMX
Nordic. In addition to the larger exchanges, companies are able to consider smaller markets and quoting
facilities, such as LSE’s Alternative Investment Market, Euronext’s Alternext, Deutsche Börse’s Entry Standard,
Borsa Italiana’s Expandi Market, PLUS Markets plc, the Pink Sheets LLC and the Over-the-Counter Bulletin
Board, or OTCBB. Other exchanges in Sweden include the Nordic Growth Market and Aktietorget, which
primarily serve companies with small market capitalizations.

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Indexes. The NASDAQ Stock Market is subject to intense competition for the listing of financial products
from other exchanges. The indexes on which these products are based face competition from indexes created by a
large number of index providers. For example, there are a number of indexes that aim to track the technology
sector and thereby compete with the NASDAQ-100 Index and the NASDAQ Composite Index. We face
competition from investment banks, dedicated index providers, markets and other product developers in
designing products that meet investor needs.

Market Technology. The traditional model, where each exchange or exchange-related business developed its

own technology internally sometimes aided by consultants, is evolving as many operators recognize the
enormous cost savings made possible by buying technology already developed. Two types of competitors are
emerging: other exchanges providing solutions, including NYSE Euronext and LSE, and pure technology
providers focused on the exchange industry. These organizations offer a range of off-the-shelf technology
including trading, clearing, settlement, depository and information dissemination. They also offer customization
and operation expertise. NASDAQ OMX provides technology to over 70 exchanges and exchange-related
businesses worldwide and in 2010 expanded its offering in compliance services by acquiring SMARTS.

Regulation

We are subject to extensive regulation in the United States and Europe.

U.S. Regulation

U.S. federal securities laws establish a two-tiered system for the regulation of securities markets, market
participants and listed companies. The SEC occupies the first tier and has primary responsibility for enforcing the
federal securities laws. Self-Regulatory Organizations, or SROs, which are non-governmental organizations,
occupy the second tier. SROs, such as national securities exchanges, are registered with the SEC and are subject
to the SEC’s extensive regulation and oversight.

This regulatory framework applies to our U.S. business in the following ways:

•

regulation of our registered national securities exchanges; and

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

The rules and regulations that apply to our business are focused primarily on safeguarding the integrity of

the securities markets and of market participants and investors generally. These rules and regulations are not
focused on the protection of our stockholders, although we believe that regulation improves the quality of
exchanges and, therefore, our company. U.S. federal securities laws and the rules that govern our operations are
subject to frequent change.

Regulation of U.S. Exchanges. SROs in the securities industry are an essential component of the regulatory
scheme of the Securities Exchange Act of 1934, or the Exchange Act, for providing fair and orderly markets and
protecting investors. The Exchange Act and the rules thereunder impose on the SROs many regulatory and
operational responsibilities, including the day-to-day responsibilities for market and broker-dealer oversight. In
general, an SRO is responsible for regulating its members through the adoption and enforcement of rules and
regulations governing the business conduct of its members.

With the registration of The NASDAQ Stock Market as a national securities exchange in 2006, we received
our own SRO status through our exchange subsidiary, separate from that of FINRA. With the acquisitions of the
Philadelphia Stock Exchange and the Boston Stock Exchange, we acquired additional SRO licenses. As SROs,
each entity has separate rules pertaining to its broker-dealer members and listed companies. Broker-dealers that
choose to become members of The NASDAQ Stock Market, NASDAQ OMX PHLX, and/or NASDAQ OMX
BX are subject to the rules of those exchanges. Broker-dealers may also choose other SRO memberships,
including membership in FINRA.

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All of our U.S. national securities exchanges are subject to SEC oversight, as prescribed by the Exchange

Act, including periodic and special examinations by the SEC. Our exchanges also are potentially subject to
regulatory or legal action by the SEC or other interested parties at any time in connection with alleged regulatory
violations. We are also subject to Section 17 of the Exchange Act, which imposes record-keeping requirements,
including the requirement to make records available to the SEC for examination. We have been subject to a
number of routine reviews and inspections by the SEC or external auditors in the ordinary course and because of
settlements with the SEC. To the extent such actions or reviews and inspections result in regulatory or other
changes, we may be required to modify the manner in which we conduct our business, which may adversely
affect our business.

Section 19 of the Exchange Act provides that our exchanges must submit to the SEC proposed changes to

any of the SROs’ rules, practices and procedures, including revisions to provisions of our certificate of
incorporation and by-laws that constitute SRO rules. The SEC will typically publish the proposal for public
comment, following which the SEC may approve or disapprove the proposal, as it deems appropriate. The SEC’s
action is designed to ensure that applicable SRO rules and procedures are consistent with the aims of the
Exchange Act and its rules and regulations. In addition, pursuant to the requirements of the Exchange Act, our
exchanges must file all proposals to change their pricing structure with the SEC.

NASDAQ OMX currently operates three cash equities and two options markets in the United States. We

operate The NASDAQ Stock Market and The NASDAQ Options Market pursuant to The NASDAQ Stock
Market’s SRO license; the NASDAQ OMX BX cash equities market pursuant to the NASDAQ OMX BX SRO
license; and the NASDAQ OMX PSX cash equities market and the NASDAQ OMX PHLX options market
pursuant to the NASDAQ OMX PHLX SRO license. In addition, NASDAQ OMX BX regulates the BOX
Market, pursuant to a regulatory services agreement between a subsidiary of NASDAQ OMX BX and BOX.
NASDAQ OMX does not have an ownership interest in BOX, and BOX compensates NASDAQ OMX BX based
on the cost of the regulatory services provided to BOX.

FINRA provides regulatory services to the markets operated or regulated by The NASDAQ Stock Market,
NASDAQ OMX PHLX and NASDAQ OMX BX, including the regulation of trading activity and surveillance
and investigative functions. We have a limited direct regulatory role in conducting real-time market monitoring,
certain options surveillance, rulemaking and some membership functions through our MarketWatch department.
We refer suspicious trading behavior discovered by our regulatory staff and all other employees of the markets
operated or regulated by The NASDAQ Stock Market, NASDAQ OMX PHLX and NASDAQ OMX BX to
FINRA for further investigation.

Broker-dealer regulation. NASDAQ OMX’s broker-dealer subsidiaries are subject to regulation by the
SEC, the SROs and the various state securities regulators. Nasdaq Execution Services, LLC currently operates as
our routing broker for sending orders from The Nasdaq Stock Market to other venues for execution. NASDAQ
Options Services, LLC performs a comparable function with respect to routing of orders from The NASDAQ
Options Market and NASDAQ OMX PHLX.

Nasdaq Execution Services is registered as a broker-dealer with the SEC and in all 50 states, the District of
Columbia and Puerto Rico. It is also a member of The NASDAQ Stock Market, NASDAQ OMX BX, NASDAQ
OMX PHLX, NYSE, NYSE Amex, NYSE Arca, FINRA, BATS Exchange, CBOE, Chicago Stock Exchange,
ISE and the National Stock Exchange.

NASDAQ Options Services is registered as a broker-dealer with the SEC and in all 50 states, the District of
Columbia and Puerto Rico. It is also a member of The NASDAQ Stock Market, NASDAQ OMX PHLX, FINRA,
NYSE Amex, BOX, ISE, NYSE Arca, CBOE and BATS Exchange.

The SEC, NYSE and FINRA adopt rules and examine broker-dealers and require strict compliance with

their rules and regulations. The SEC, SROs and state securities commissions may conduct administrative
proceedings which can result in censures, fines, the issuance of cease-and-desist orders or the suspension or

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expulsion of a broker-dealer, its officers or employees. The SEC and state regulators may also institute
proceedings against broker-dealers seeking an injunction or other sanction. The SEC and SRO rules cover many
aspects of a broker-dealer’s business, including capital structure and withdrawals, sales methods, trade practices
among broker-dealers, use and safekeeping of customers’ funds and securities, record-keeping, the financing of
customers’ purchases, broker-dealer and employee registration and the conduct of directors, officers and
employees. All broker-dealers have an SRO that is assigned by the SEC as the broker-dealer’s designated
examining authority, or DEA. The DEA is responsible for examining a broker-dealer for compliance with the
SEC’s financial responsibility rules. FINRA is the current DEA for both Nasdaq Execution Services and
NASDAQ Options Services.

As registered broker-dealer subsidiaries, Nasdaq Execution Services and NASDAQ Options Services are

subject to regulatory requirements intended to ensure their general financial soundness and liquidity, which
requires that they comply with certain minimum capital requirements. The SEC and FINRA impose rules that
require notification when 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.

As of December 31, 2010, we were in compliance with all of such capital requirements.

Regulatory contractual relationships with FINRA. The NASDAQ Stock Market, The NASDAQ Options

Market, NASDAQ OMX PHLX, NASDAQ OMX PSX and NASDAQ OMX BX have signed a series of
regulatory service agreements covering the services FINRA provides to the respective SROs, including some of
the regulatory services we perform for BOX. Under these agreements, FINRA personnel act as our agents in
performing the regulatory functions outlined above, and FINRA bills us a fee for these services. These
agreements have enabled us to reduce our headcount while ensuring that the markets for which we are
responsible are properly regulated. However, our SROs retain ultimate regulatory responsibility for all regulatory
activities performed under these agreements by FINRA. In addition, our options markets have entered into a joint
agreement with the other options exchanges for conducting insider trading surveillance. Our SROs continue to
monitor the activities conducted under the agreement and continue to have regulatory responsibility in this area.

Exchange Act Rule 17d-2 permits SROs to enter into agreements, commonly called Rule 17d-2 agreements,

approved by the SEC with respect to enforcement of common rules relating to common members. Our SROs
have entered into several such agreements under which we are relieved of regulatory responsibility:

•

agreements with FINRA covering the enforcement of common rules, the majority of which relate to the
regulation of The NASDAQ Stock Market, NASDAQ OMX BX and the members of these exchanges;

joint industry agreements with FINRA and NYSE Regulation covering responsibility for enforcement of
insider trading rules;

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

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

Regulation NMS and Options Intermarket Linkage Plan. We are subject to Regulation NMS for our cash
equities markets, and our options markets have joined the Options Intermarket Linkage Plan. These are designed
to facilitate the routing of orders among exchanges to create a national market system as mandated by the
Exchange Act. One of the principal purposes of a national market system is to assure that brokers may execute
investors’ orders at the best market price. Both Regulation NMS and the Options Intermarket Linkage Plan
require that exchanges avoid trade-throughs, locking or crossing of markets and provide market participants with
electronic access to the best prices among the markets for the applicable cash equity or options order.

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CFTC Regulation. With the acquisition of PHLX, we also acquired its subsidiary, NASDAQ OMX Futures
Exchange, Inc. (formerly the Philadelphia Board of Trade), a designated contract market under the Commodity
Exchange Act. As a designated contract market, NFX is subject to regulatory oversight by the U.S. Commodity
Futures Trading Commission, or CFTC, an independent agency with the mandate to regulate commodity futures
and option markets in the U.S. NFX currently lists futures contracts on stock indexes, foreign currencies and
interest rate swaps. The National Futures Association, or NFA, provides certain regulatory services to NFX
pursuant to a Regulatory Services Agreement. The CFTC also regulates IDCH, a derivatives clearing
organization under the Commodity Exchange Act that is wholly owned by IDCG. IDCH clears interest rate swap
futures contracts listed by NFX as well as interest rate swaps traded in the OTC market. NFA also provides
regulatory services to IDCH.

European Regulation

Recent directives from the European Union have focused on harmonizing regulation with respect to

financial services, listing and trading of securities and market abuse. Currently, there are proposals on regulation
in relation to CCP services and OTC derivatives transactions. These are providing opportunities for companies
such as ours. As the regulatory environment continues to change and related opportunities arise, we intend to use
our position in the industry to continue product development, and ensure that the exchanges and clearinghouses
that comprise NASDAQ OMX Nordic and NASDAQ OMX Baltic maintain favorable liquidity and offer
efficient trading.

Confidence in capital markets is paramount for trading to function properly. NASDAQ OMX Nordic carries
out market regulation through an independent unit that is separate from the business operations. The surveillance
work is organized into two functions: one for the listing of instruments and surveillance of companies (issuer
surveillance) and one for surveillance of trading (trading surveillance). The real-time trading surveillance for the
Finnish, Icelandic, Danish and Swedish markets has been centralized to Stockholm. In Iceland, the surveillance
activities are carried out by specially appointed persons. In addition, there are special personnel who carry out
surveillance activities at each of the three Baltic exchanges. There are three surveillance committees at NASDAQ
OMX Nordic, one at each NASDAQ OMX Nordic exchange in Sweden, Finland and Denmark. These
committees have an advisory role in relation to surveillance matters. In Sweden and Finland, decisions to list new
companies are made by the listing committees of the exchanges. In Denmark and Iceland, listing decisions are
made by the President of the exchange, a duty delegated by the board of NASDAQ OMX Copenhagen and
NASDAQ OMX Iceland, respectively.

If there is suspicion that a listed company or member has acted in breach of exchange regulations, the matter

is dealt with by the market regulation division. Serious breaches are considered by the respective disciplinary
committee in Sweden and Finland. In Denmark, all matters are dealt with by the surveillance department. In
Iceland, enforcement committees handle all breaches of exchange regulations, while disciplinary committees
handle the determination of fines. Suspected insider trading is reported to the appropriate authorities in the
respective country or countries.

The entities that operate trading venues in the Nordic and Baltic countries are each subject to local
regulation. In Sweden, general supervision of the exchange market operated by NASDAQ OMX Stockholm is
carried out by the SFSA, while NASDAQ OMX Stockholm’s role as central counterparty in the clearing of
derivatives is overseen by the SFSA and the Swedish central bank, Riksbanken. Additionally, as a function of the
Swedish two-tier supervisory model, certain surveillance in relation to the exchange market is carried out by us,
acting through our surveillance division.

NASDAQ OMX Stockholm’s exchange and clearing activities are regulated primarily by the Swedish

Securities Markets Act 2007:528, or SSMA, which sets up basic requirements regarding the board of the
exchange or clearinghouse and its share capital, and which also outlines the conditions on which exchange and
clearing licenses are issued. The SSMA also provides that any changes to the exchange’s articles of association
following initial registration must be approved by the SFSA.

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With respect to ongoing operations, the SSMA requires exchanges to conduct their activities in an “honest,

fair and professional manner, and in such a way as to maintain public confidence in the securities markets.”
When operating a regulated market, an exchange must apply the principles of free access (i.e., that each person
which meets the requirements established by law and by the exchange may participate in trading), neutrality (i.e.,
that the exchange’s rules for the regulated market are applied in a consistent manner to all those who participate
in trading) and transparency (i.e., that the participants must be given speedy, simultaneous and correct
information concerning trading and that the general public must be given the opportunity to access this
information). Additionally, the exchange operator must identify and manage the risks which may arise in its
operations, use secure technical systems and identify and handle the conflicts of interest which may arise
between the exchange or its owners’ interests and the interest in safeguarding effective risk management and
secure technical systems. Similar requirements are set up by the SSMA in relation to clearing operations.

The SSMA also contains the framework for both the SFSA’s supervisory work in relation to exchanges and

clearinghouses and the surveillance to be carried out by the exchanges themselves. The latter includes the
requirement that an exchange should have “an independent surveillance function with sufficient resources and
powers to meet the exchange’s obligations.” That requires the exchange to, among other things, supervise trading
and price information, compliance with laws, regulations and good market practice, participant compliance with
trading participation rules, financial instrument compliance with relevant listing rules and the extent to which
issuers meet their obligation to submit regular financial information to relevant authorities.

The regulatory environment in the other Nordic and Baltic countries in which a NASDAQ OMX entity has a

trading venue is broadly similar to the regulatory environment in Sweden. Since 2005, there has been a
Memorandum of Understanding between the SFSA and the main supervisory authorities in Norway, Denmark
and Finland, which looks to safeguard effective and comprehensive supervision of the exchanges comprising
NASDAQ OMX Nordic and the systems operated by it, and to ensure a common supervisory approach.

Employees

As of December 31, 2010, NASDAQ OMX had 2,395 employees, including staff employed at consolidated
entities where we have a controlling financial interest. Of the total employees, 1,313 were based in the U.S. and
1,082 were based outside of the U.S. None of our U.S. employees is subject to collective bargaining agreements
or is represented by a union. Approximately 106 employees based in Denmark and Finland are covered by local
union agreements.

NASDAQ OMX Website and Availability of SEC Filings

We file periodic reports, proxy statements and other information with the SEC. The public may read and

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

Our website is www.nasdaqomx.com. Information on our website is not a part of this Form 10-K. We will
make available free of charge on our website, or provide a link to, our 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 we electronically file such material with, or furnish it to,
the SEC. To access these filings, go to NASDAQ OMX’s website and click on “Investor Relations,” then click
on “Financial Information,” and then click on “SEC Filings.”

We use our website, www.nasdaqomx.com, as a means of disclosing material non-public information and

for complying with disclosure obligations under Regulation FD.

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Item 1A. Risk Factors.

The risks and uncertainties described below 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. If any of the following risks actually occur, our business, financial condition, or operating results
could be adversely affected.

Risks Relating to our Business

Our industry is highly competitive.

We face intense competition from other exchanges and markets for market share of trading activity and
listings. In addition, our market data, global index 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 United States and Europe.
Increased competition may result in a decline in our share of trading activity, listings and the markets for the
products we offer, thereby adversely affecting our 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 United States 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 our European exchanges. 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 our revenue
may therefore become concentrated in a smaller number of customers.

We also compete globally with other regulated exchanges and markets, ATSs, MTFs and other traditional

and non-traditional execution venues. Some of these competitors also are our customers. Our exchange
competitors include NYSE Euronext, the London Stock Exchange, Deutsche Börse, the Tokyo Stock Exchange,
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 our exchanges and generally compete with us in providing trade executions, trade
reporting, market data, 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. Our
competitors include Burgundy MTF in the Nordics. In London, Chi-X, Turquoise and BATS MTFs offer
pan-European execution services in competition with our Nordic exchanges. Other competing execution venues
include broker-dealer owned systems such as dark-pools and internalization engines which may or may not be
registered as ATSs or MTFs. Like ATSs and MTFs, these venues also compete with us 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 ours. Competitors may

enter into strategic partnerships, mergers or acquisitions that could make their trading, listings or data businesses
more competitive than ours. In early 2011, the London Stock Exchange Group and the TMX Group and NYSE
Euronext and Deutsche Börse AG announced proposed mergers that may affect our competitive position. If we
are unable to compete successfully in this environment, our business, financial condition and operating results
will be adversely affected.

Price competition has affected and could continue to affect our business.

The securities trading industry is characterized by intense price competition. We have 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, we have

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also been, and may once again be, required to adjust pricing to respond to actions by competitors, which could
adversely impact operating results. We are also subject to potential price competition from new competitors and
from new and existing regulated markets and MTFs. We also compete with respect to the pricing of market data
and with respect to products for pre-trade book data and for post-trade last sale data. In the future, our
competitors may offer rebates for quotes and trades on their systems. If we are unable to compete successfully in
respect to the pricing of our services and products, our business, financial condition and operating results may be
adversely affected.

A decline in trading volume will decrease our trading revenues.

Trading volume is 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
volumes across our markets have fluctuated significantly depending on market conditions and other factors
beyond our control. Current initiatives being considered by regulators and governments, such as restrictions on
high frequency trading, could have a material adverse effect on overall trading volumes. Because a significant
percentage of our revenues is tied directly to the volume of securities traded on our markets, it is likely that a
general decline in trading volumes would lower revenues and may adversely affect our operating results if we are
unable to offset falling volumes through our pricing. Declines in trading volumes may also impact our market
share or pricing structures and adversely affect our business and financial condition.

Our market share of trading has declined and may continue to decline.

Our matched market share in NASDAQ-listed securities executed on NASDAQ declined from 46.1% in
2007 to 28.6% in 2010 and our combined matched market share in all U.S.-listed securities executed on all of our
platforms declined from 29.1% in 2007 to 22.2% in 2010. In addition, as a result of the adoption of MiFID, a
number of MTFs have launched, thereby significantly increasing competition in Europe. As a result, our matched
market share in securities listed on our exchanges comprising NASDAQ OMX Nordic and NASDAQ OMX
Baltic has declined from 100% in 2007 to 75% in 2010.

If our total market share in these securities continues to decrease relative to our competitors, our venues may

be viewed as less attractive sources of liquidity. If growth in overall trading volume of these securities does not
offset continued declines in our market share, or if our exchanges are perceived to be less liquid, then our
business, financial condition and operating results could be adversely affected.

Declines in market share could result in issuers viewing the value of a listing on our exchanges as less

attractive, thereby adversely affecting our listing business. Also, 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 our market data business.

Economic conditions and market factors, which are beyond our control, may adversely affect our business and
financial condition.

Our business performance is impacted by a number of factors including general economic conditions,
market volatility, and other factors that are generally beyond our control. Although access to credit markets has
improved recently, a long-term continuation of challenging economic conditions is likely to negatively impact
our business. Adverse market conditions could reduce customer demand for our services and the ability of our
customers, lenders and other counterparties to meet their obligations to us. Poor economic conditions may result
in a decline in trading volume, deterioration of the economic welfare of our listed companies and a reduction in
the demand for our products, including our market data, indexes and market technology. Market volatility such
as that seen with the “flash crash” on May 6, 2010 could drive investors away from cash equity markets. Trading
volume is driven primarily by general market conditions and declines in trading volume may affect our market
share and impact our pricing.

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The number of listings on our 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 our listed companies to comply with the continued listing requirements of our exchanges.

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

A reduction in trading volumes, market share of trading, the number of our listed companies and a decline in

market data revenue due to economic conditions or other market factors could adversely affect our business,
financial condition and operating results.

Declines in the initial public offering market could have an adverse effect on our revenues.

The market for initial public offerings is dependent on the prosperity of companies and the availability of
risk capital, both of which have been severely tested in recent years. Stagnation or decline in the initial public
offering market will impact the number of new listings on The NASDAQ Stock Market and the exchanges
comprising NASDAQ OMX Nordic and NASDAQ OMX Baltic, and thus our related revenues. We recognize
revenue from new listings on The NASDAQ Stock Market on a straight-line basis over an estimated six-year
service period. As a result, a stagnant market for 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 our transactions revenues.

System limitations, failures or security breaches could harm our business.

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

Although we currently maintain and expect 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, we may need to expand and upgrade our technology, transaction
processing systems and network infrastructure. We do not know whether we will be able to accurately project the
rate, timing or cost of any increases, or expand and upgrade our systems and infrastructure to accommodate any
increases in a timely manner.

Our systems and operations also are vulnerable to damage or interruption from security breaches, data theft,

human error, natural disasters, power loss, fire, sabotage, terrorism, computer viruses, intentional acts of
vandalism and similar events. Given our position in the global securities industry, we may be more likely than
other companies to be a direct target, or an indirect casualty, of such events. In February 2011, we announced
that through our normal security monitoring systems, we detected suspicious files on our U.S. servers. The files
were immediately removed and at this point there is no evidence that any customer information was accessed or
acquired by third parties.

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While we have programs in place to identify and minimize our exposure to vulnerabilities and work in

collaboration with the technology industry to share corrective measures with our business partners, we cannot
guarantee that such events will not occur in the future. Any system issue that causes an interruption in services,
decreases the responsiveness of our services our otherwise affects our services could impair our reputation,
damage our brand name and negatively impact our business, financial condition and operating results.

Regulatory changes and changes in market structure, especially in response to adverse financial conditions,
could have a material adverse effect on our business.

In recent years, the securities trading industry and, in particular, the securities markets have been subject to

significant regulatory changes. Moreover, in the past two years, the securities markets have been the subject of
increasing governmental and public scrutiny in response to the global economic crisis and market volatility, such
as that seen with the regulation of short selling and the “flash crash” on May 6, 2010.

During the coming year, it is likely that there will be significant changes in the regulatory environment in
which we operate our businesses, although we cannot predict the nature of these changes or their impact on our
business at this time. For example, in January 2010, the SEC published a concept release covering a wide range
of market structure issues, and on May 6, 2010, cash equity markets experienced record volatility, which resulted
in accelerated SEC rulemaking. Both events could result in regulation that could significantly change the
competitive landscape. The European Parliament has begun a review of MiFID that could affect our operations in
Europe. In addition, actions on any of the specific regulatory issues currently under review in the U.S. and
Europe such as short selling, co-location, high-frequency trading, market halts, the market data business,
derivatives clearing, market transparency, taxes on stock transactions, restrictions on proprietary trading by
certain of our customers and other related proposals could have a material impact on our business.

Our market participants also operate in a highly regulated industry. The SEC, the SFSA and other regulatory

authorities could impose regulatory changes that could adversely impact the ability of our market participants to
use our markets. Regulatory changes by the SEC, the SFSA or other regulatory authorities could result in the loss
of a significant number of market participants or a reduction in trading activity on our markets.

We will need to invest in our operations to maintain and grow our business and to integrate acquisitions, and
we may need additional funds, which may not be readily available.

We depend on the availability of adequate capital to maintain and develop our business. Although we

believe that we can meet our current capital requirements from internally generated funds, cash on hand and
available borrowings under our existing credit facilities, if the capital and credit markets experience volatility,
access to capital or credit may not be available on terms acceptable to us or at all. Limited access to capital or
credit in the future could have an impact on our ability to refinance debt, maintain our credit rating, meet our
regulatory capital requirements, engage in strategic initiatives, make acquisitions or strategic investments in other
companies or react to changing economic and business conditions. If we are unable to fund our capital or credit
requirements, it could have an adverse effect on our business, financial condition and operating results.

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

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

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Any reduction in our credit rating could increase the cost of our funding from the capital markets.

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

We may not be able to keep up with rapid technological and other competitive changes affecting our industry.

The markets in which we compete are characterized by rapidly changing technology, evolving industry

standards, frequent enhancements to existing products and services, the adoption of new services and products
and changing customer demands. If our platforms fail to function as expected, our business would be negatively
affected. In addition, our business, financial condition and operating results may be adversely affected if we
cannot successfully develop, introduce or market new services and products or if we need to adopt costly and
customized technology for our services and products. Further, our failure to anticipate or respond adequately to
changes in technology and customer preferences, especially in our market technology business, or any significant
delays in product development efforts, could have a material adverse effect on our business, financial condition
and operating results.

We may not be able to successfully integrate acquired businesses, which may result in an inability to realize
the anticipated benefits of our acquisitions.

We must rationalize, coordinate and integrate the operations of acquired businesses. This process involves
complex technological, operational and personnel-related challenges, which are time-consuming and expensive
and may disrupt our business. The difficulties, costs and delays that could be encountered may include:

•

unforeseen difficulties, costs or complications in combining the companies’ operations, which could
lead to us not achieving the synergies we anticipate;

unanticipated incompatibility of systems and operating methods;

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;

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

unforeseen difficulties in operating businesses we have not operated before;

unanticipated 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 us 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 our status as a reporting company under the Exchange Act;

the coordination of geographically separate organizations;

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

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

pre-tax restructuring and revenue investment costs;

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

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

For these reasons, we may not achieve the anticipated financial and strategic benefits from our acquisitions.

Any actual cost savings and synergies may be lower than we expect and may take a longer time to achieve than
we anticipate, and we may fail to realize the anticipated benefits of acquisitions.

We may experience fluctuations in our operating results, which may adversely affect the market price of our
common stock.

The financial services industry is risky and unpredictable and is directly affected by many national and

international factors beyond our control, including:

•

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 our business, financial condition and
operating results by causing a substantial decline in the financial services markets and reducing trading volumes.

Additionally, since borrowings under our credit facilities bear interest at variable rates, any increase in
interest rates on debt that we have not fixed using interest rate hedges will increase our interest expense and
reduce our cash flow. Other than variable rate debt, we believe our business has relatively large fixed costs and
low variable costs, which magnifies the impact of revenue fluctuations on our operating results. As a result, a
decline in our revenue may lead to a relatively larger impact on operating results. A substantial portion of our
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. Our operating expense levels will be based on our
expectations for future revenue. If actual revenue is below management’s expectations, or if our expenses
increase before revenues do, both revenues less transaction rebates, brokerage, clearance and exchange fees and
operating results would be materially and adversely affected. Because of these factors, it is possible that our
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 our common stock may be adversely affected.

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We are exposed to credit risk from third parties, including customers, counterparties and clearing agents.

We clear or stand as riskless principal to a range of equity-related and fixed-income-related derivative
products, energy-related commodity products and resale and repurchase agreements. We assume the counterparty
risk for all transactions that are cleared through our markets and guarantee that our cleared contracts will be
honored. We enforce minimum financial and operational criteria for membership eligibility, require members
and investors to provide collateral, and maintain 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 our counterparties on their obligations.
No guarantee can be given that the collateral provided will at all times be sufficient. Although we maintain
clearing capital resources to serve as an additional layer of protection to help ensure that we are able to meet our
obligations, these resources may not be sufficient.

Our subsidiaries Nasdaq Execution Services and NASDAQ Options Services may be exposed to credit risk,
due to the default of trading counterparties, in connection with the clearing and routing services they provide for
our trading customers. System trades in cash equities routed to other market centers for members of The
NASDAQ Stock Market are cleared by Nasdaq Execution Services, as a member of the National Securities
Clearing Corporation, or NSCC. System trades in derivative contracts for the opening and closing cross and
trades routed to other market centers are cleared by NASDAQ Options Services, as a member of the OCC.
Pursuant to the rules of the NSCC and Nasdaq Execution Services’ clearing agreement, Nasdaq Execution
Services is liable for any losses incurred due to counterparty or a clearing agent’s failure to satisfy its contractual
obligations, either by making payment or delivering securities. Pursuant to the rules of the OCC and NASDAQ
Options Services’ clearing agreement, NASDAQ Options Services is liable for any losses incurred due to
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 and derivative contracts that are subject to
these transactions can increase our credit risk. 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.

We also have credit risk related to transaction fees that are billed to customers on a monthly basis, in

arrears. Our customers are financial institutions whose ability to satisfy their contractual obligations may be
impacted by volatile securities markets.

Credit losses such as those described above could adversely affect our consolidated financial position and

results of operations.

Our leverage limits our financial flexibility, increases our exposure to weakening economic conditions and
may adversely affect our ability to obtain additional financing.

In connection with recent acquisitions and share repurchases, we incurred a significant amount of

indebtedness. Our indebtedness as of December 31, 2010 was approximately $2.3 billion. We also may borrow
up to an additional $250 million under a revolver that is part of our credit facilities.

Our leverage could:

•

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

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

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•

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

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

In addition, we must comply with the covenants in our credit facilities. Among other things, these covenants

restrict our ability to grant liens, incur additional indebtedness, pay dividends and conduct transactions with
affiliates. Failure to meet any of the covenant terms of our credit facilities could result in an event of default. If
an event of default occurs, and we are unable to receive a waiver of default, our lenders may increase our
borrowing costs, restrict our ability to obtain additional borrowings and accelerate all amounts outstanding.

We may incur goodwill, intangible asset or other long-lived asset impairment charges in the future.

Our 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, 2010, goodwill totaled
approximately $5.1 billion and intangible assets, net of accumulated amortization, totaled approximately $1.7
billion. The determination of the value of such goodwill and intangible assets requires management to make
estimates and assumptions that affect our consolidated financial statements. Goodwill for our three reporting
units are reviewed for impairment annually, or in interim periods if certain events occur indicating that the
carrying value may be impaired. We test for impairment during the fourth quarter of our fiscal year using
October 1st carrying values. We assess potential impairments to goodwill and intangible assets when there is
evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be
recovered. Considerable management judgment is necessary to evaluate the impact of operating and
macroeconomic changes and to estimate cash flow. Our judgments regarding the existence of impairment
indicators and future cash flows related to goodwill and intangible assets are based on operational performance of
our acquired businesses, market conditions, relevant trading multiples of comparable companies, the trading
price of our common stock and other factors. Although there are inherent uncertainties in this assessment
process, the estimates and assumptions we use are consistent with our internal planning. However, disruptions to
our business, such as economic weakness and unexpected significant declines in operating results of reporting
units, may result in our having to perform a goodwill impairment test for some or all of our reporting units prior
to the required annual assessment. These types of events and the resulting analysis could result in goodwill or
intangible asset impairment charges in the future. For goodwill, if the fair value of the reporting unit is less than
its carrying value, an impairment loss is recorded to the extent that the fair value of the goodwill is less than the
carrying value. For indefinite-lived intangible assets, impairment exists if the carrying value of the intangible
asset exceeds its fair value.

We also assess potential impairments to our other long-lived assets, including finite-lived intangible assets,

If we incur goodwill, intangible asset or other long-lived asset impairment charges in the future our

operating results could be adversely affected.

The regulatory framework under which we operate 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 us to operate our business.

Our business is subject to extensive regulation. Under current U.S. federal securities laws, changes in the

rules and operations of our markets, including our pricing structure, must be reviewed and in many cases

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explicitly approved by the SEC. The SEC may approve, disapprove, or recommend changes to proposals that we
submit. 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
our business, financial condition and operating results. We 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 us. 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, our 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 NYSE 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, the NYSE 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 our business, financial condition and
operating results.

Our non-U.S. business is subject to regulatory oversight in all the countries in which we operate regulated

businesses, such as exchanges or CSDs. The countries in which we currently operate or share ownership in
regulated businesses include Sweden, Finland, Denmark, Iceland, Estonia, Lithuania, Latvia, Norway, Armenia,
Switzerland, the Netherlands and the United Kingdom. In all the aforementioned countries, we have received
authorization from the relevant authorities to conduct our regulated business activities. The authorities may
revoke this authorization if we do not suitably carry out our regulated business activities. The authorities are also
entitled to request that we adopt measures in order to ensure that we continue to fulfill the authorities’
requirements.

Furthermore, we hold minority stakes in other regulated entities, and certain of our customers operate in a

highly regulated industry. Regulatory authorities with jurisdiction over our non-U.S. entities could impose
regulatory changes that could impact the ability of our customers to use our European exchanges. The loss of a
significant number of customers or a reduction in trading activity on any of our European exchanges as a result
of such changes could have a material adverse effect on our business, financial condition and operating results.

Our business may be impacted by the adoption and implementation of the Dodd-Frank Act.

On July 21, 2010, the President signed into law the Dodd-Frank Wall Street Reform and Consumer

Protection Act, or the Act, a comprehensive banking and financial services reform package. Full implementation
of the Act will require extensive rulemaking by the SEC, the CFTC, SROs and other regulators. In light of the
uncertainty of the final implementation of the Act, there is a risk that the final regulations could include
provisions that could impact our business.

The Act provides for central clearing of standardized over-the-counter swaps and requires cleared swaps to

be traded on exchanges or swap execution facilities. While these new requirements may provide new
opportunities for us, including the opportunity to expand the business of IDCG, our existing offering to clear
over-the-counter interest rate swap products, other market participants have developed, and likely will develop in
the future, competing clearing platforms and offerings. We cannot guarantee that we will be able to compete
effectively or that our initiatives in this area will be successful.

In addition, market participants may change their behavior in response to the Act and the expected

regulations. For example, the Act’s prohibitions on proprietary trading and certain relationships with hedge funds
and private equity funds may cause some of our major clients to curtail or eliminate their trading operations in

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advance of the effective date. To the extent that our existing customers and other market participants reduce the
levels or restrict the nature of activity on our exchanges, our business, financial condition and operating results
may be adversely affected. Furthermore, if the Act or any of the pending regulations are perceived as creating
new burdensome legal and regulatory requirements on public companies in the U.S., it may decrease our ability
to compete for listings with competitor exchanges in non-U.S. jurisdictions.

We have self-regulatory obligations and also operate for-profit businesses, and these two roles may create
conflicts of interest.

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

Our 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 exchanges comprising NASDAQ OMX Nordic and NASDAQ
OMX Baltic 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 our reputation, prompt scrutiny from regulators and adversely affect our
business and reputation.

We are subject to risks relating to litigation, potential securities law liability and other liability.

Many aspects of our business potentially involve substantial liability risks. Although we are immune from
private suits for self-regulatory organization activities, this immunity only covers certain of our activities in the
U.S., and we could be exposed to liability under national and local laws, court decisions and rules and regulations
promulgated by regulatory agencies.

In the U.S., we are subject to oversight by the SEC, and our subsidiaries NFX and IDCH are subject to
oversight by the CFTC. Our subsidiary NOCC has applied to register with the CFTC and is regulated as a power
marketer by the Federal Energy Regulatory Commission (for transactions in every state but Texas) and the Public
Utility Commission of Texas (for transactions in Texas). In the case of non-compliance with our obligations
under the securities, commodities or other laws, we could be subject to investigation and judicial or
administrative proceedings that may result in substantial penalties.

Our non-U.S. business is regulated both at the national level in several countries and at the European Union

level. Implementation and application of these regulations may be undertaken by one or more regulatory
authorities, which may challenge compliance with one or more aspects of such regulations. If a regulatory
authority makes a finding of non-compliance, conditional fines can be imposed and our licenses can be revoked.

Some of our other liability risks arise under the laws and regulations relating to the insurance, 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 we entered into an unauthorized transaction or claims that we provided

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materially false or misleading statements in connection with a securities transaction. As we intend to defend any
such litigation actively, significant legal expenses could be incurred. Although we carry insurance that may limit
our risk of damages in some cases, we still may sustain losses that would affect our financial condition and
results of operations.

Failure to attract and retain key personnel may adversely affect our ability to conduct our business.

Our future success depends, in large part, upon our ability to attract and retain highly qualified professional
personnel. Competition for key personnel in the various localities and business segments in which we operate is
intense. Our ability to attract and retain key personnel, in particular senior officers, will be dependent on a
number of factors, including prevailing market conditions and compensation packages offered by companies
competing for the same talent. There is no guarantee that we will have the continued service of key employees
who we rely upon to execute our business strategy and identify and pursue strategic opportunities and initiatives.
In particular, we may have to incur costs to replace senior officers or other key employees who leave, and our
ability to execute our business strategy could be impaired if we are unable to replace such persons in a timely
manner.

We are highly dependent on the continued services of Robert Greifeld, our Chief Executive Officer, and
other senior officers and key employees who possess extensive financial markets knowledge and technology
skills. We do not have employment agreements with some of these key senior officers. We do not maintain “key
person” life insurance policies on any of our senior officers, managers, key employees or technical personnel.
The loss of the services of these persons for any reason, as well as any negative market or industry perception
arising from those losses, could have a material adverse effect on our business, financial condition and operating
results.

Failure to protect our intellectual property rights, or allegations that we have infringed on the intellectual
property rights of others, could harm our brand-building efforts and ability to compete effectively.

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

We have registered, or applied to register, our trademarks in the United States and in over 50 foreign
jurisdictions and have pending U.S. and foreign applications for other trademarks. We also maintain copyright
protection on our branded materials and pursue patent protection for software products, inventions and other
processes developed by us. We also hold a number of patents, patent applications and licenses. Effective
trademark, copyright, patent and trade secret protection may not be available in every country in which we offer
our services. Failure to protect our intellectual property adequately could harm our brand and affect our ability to
compete effectively. Further, defending our intellectual property rights could result in the expenditure of
significant financial and managerial resources.

Third parties may assert intellectual property rights claims against us, which may be costly to defend, could

require the payment of damages and could limit our 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 us could require us to
modify or discontinue our use of technology or business processes where such use is found to infringe or violate
the rights of others, or require us to purchase licenses from third parties, any of which could adversely affect our
business, financial condition and operating results.

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Damage to our reputation or brand name could have a material adverse effect on our businesses.

One of our competitive strengths is our strong reputation and brand name. Various issues may give rise to

reputational risk, including issues relating to:

•

the representation of our business in the media;

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

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

the quality of our corporate governance structure;

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

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

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

extreme price volatility on our markets, such as that seen with the “flash crash” on May 6, 2010;

any negative publicity surrounding our listed companies; and

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

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

We rely on third parties to perform certain functions, and our business could be adversely affected if these
third parties fail to perform as expected.

We rely on third parties for regulatory, data center and other services. For example, we have a contractual
arrangement with FINRA pursuant to which FINRA performs certain regulatory functions on our behalf. We also
are 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 us or is unable for any reason to perform their obligations, our business or our reputation may
be materially adversely affected.

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

We are a holding company that depends on cash flow from our subsidiaries to meet our obligations, and any
restrictions on our subsidiaries’ ability to pay dividends or make other payments to us may have a material
adverse effect on our results of operations and financial condition.

We are a holding company with no direct operating businesses other than the equity interests of our

subsidiaries. We require dividends and other payments from our subsidiaries to meet cash requirements or to pay
dividends. Minimum capital requirements mandated by regulatory authorities having jurisdiction over some of

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our regulated subsidiaries indirectly restrict the amount of dividends paid upstream. If our subsidiaries are unable
to pay dividends and make other payments to us when needed, we may be unable to satisfy our obligations,
which would have a material adverse effect on our 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 our growth. Although we cannot

predict our rate of growth as the result of acquisitions with complete accuracy, we believe that additional
acquisitions and investments or entering into partnerships and joint ventures will be important to our growth
strategy. Many of the other potential purchasers of assets in our industry have greater financial resources than we
have. Therefore, we cannot be sure that we will be able to complete future acquisitions on terms favorable to us.

We 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 our leverage substantially. In addition, announcement or
implementation of future transactions by us or others could have a material effect on the price of our common
stock. We could face financial risks associated with incurring additional debt, particularly if the debt results in
significant incremental leverage. Additional debt may reduce our liquidity, curtail our access to financing
markets, impact our 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 our
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 our 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 our credit rating and financing costs.

Our non-U.S. business operates in various international markets, particularly emerging markets, that are
subject to greater political, economic and social uncertainties than developed countries.

The operations of our 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, Central and Eastern Europe, the Middle
East 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 our operations and financial results.

We have invested substantial capital in system platforms, and a failure to successfully implement such systems
could adversely affect our business.

In our technology operations, we have invested substantial amounts in the development of system platforms

and in the rollout of our 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

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executed on these platforms will be sufficient to generate an acceptable return on such investments. If we fail to
generate adequate revenue from planned system platforms, or if we fail to do so within the envisioned timeframe,
it could have an adverse effect on our results of operations and financial condition.

Because we have operations in several countries, we are exposed to currency risk.

We have operations in the U.S., the Nordic and Baltic countries, Australia and many other foreign countries.

We therefore have significant exposure to exchange rate movements between the Euro, Swedish Krona, Danish
Krone, Norwegian Krone, 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 our non-U.S. results of operations and financial condition into U.S. dollars as part of the
preparation of our consolidated financial statements.

Charges to earnings resulting from acquisition, restructuring and integration costs may materially adversely
affect the market value of our common stock.

In accordance with U.S. GAAP, we are accounting for the completion of our acquisitions using the purchase

method of accounting. We are 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. Our 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:

• we will incur additional amortization expense over the estimated useful lives of certain of the intangible

assets acquired in connection with acquisitions during such estimated useful lives;

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

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

GAAP and U.S. dollars.

Risks Relating to an Investment in Our Common Stock

Volatility in our stock price could adversely affect our stockholders.

The market price of our common stock is likely to be volatile. Broad market and industry factors may
adversely affect the market price of our common stock, regardless of our actual operating performance. Factors
that could cause fluctuations in our stock price may include, among other things:

•

actual or anticipated variations in our quarterly operating results;

changes in financial estimates by us or by any securities analysts who might cover our common stock;

conditions or trends in our industry, including trading volumes, regulatory changes or changes in the
securities marketplace;

conditions or trends in the credit markets;

announcements by us or our competitors of significant acquisitions, strategic partnerships or
divestitures;

announcements of investigations or regulatory scrutiny of our operations or lawsuits filed against us;

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•

additions or departures of key personnel; and

sales of our common stock, including sales of our common stock by our directors and officers,
significant stockholders or our strategic investors.

The market price of our common stock could be negatively affected by sales of substantial amounts of our
common stock in the public markets.

Sales of a substantial number of shares of our common stock in the public markets, or the perception that

these sales might occur, could cause the market price of our common stock to decline or could impair our ability
to raise capital through a future sale of, or pay for acquisitions using, our equity securities. As of December 31,
2010, there were 175,782,683 shares of our common stock outstanding. All of our common stock is freely
transferable, except shares held by our “affiliates,” as defined in Rule 144 under the Securities Act.

The number of freely transferable shares of our common stock will increase upon any exercise of
outstanding options pursuant to our stock compensation and stock award plan for our employees. There were
6.1 million options exercisable as of December 31, 2010 at a weighted average exercise price of $13.19.

It is our intent and policy to settle the principal amounts of our 2.50% convertible notes in cash, which will

not impact the number of shares of our common stock. However, we have the option to settle the conversion
premium in shares of our common stock or cash. The conversion rate will initially be 18.1386 shares of common
stock per $1,000 principal amount of notes, which is equivalent to a conversion price of $55.13 per share of
common stock.

Provisions of our 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 us and entrench
current management.

Our organizational documents place restrictions on the voting rights of certain stockholders. The holders of

our 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 our common stock. Any change to the 5% voting limitation would require SEC approval.

In response to the SEC’s concern about a concentration of our ownership, the rules of our 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 our outstanding voting interests. SEC consent would be required before any investor
could obtain more than a 20% voting interest in us. The rules of our U.S. exchanges also require the SEC’s
approval of any business ventures with one of our members, subject to exceptions.

Our 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 us, such as a tender offer or takeover proposal that might result
in a premium over the market price for our common stock. Additionally, certain of these provisions make it more
difficult to bring about a change in the composition of our board of directors, which could result in entrenchment
of current management.

Our certificate of incorporation and by-laws:

•

require supermajority stockholder approval to remove directors;

do not permit stockholders to act by written consent or to call special meetings;

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

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•

require supermajority stockholder approval with respect to certain amendments to our certificate of
incorporation and by-laws (including in respect of the provisions set forth above); and

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

Section 203 of the Delaware General Corporation Law imposes restrictions on mergers and other business
combinations between us and any holder of 15% or more (or, in some cases, a holder who previously held 15%
or more) of our 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.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

The following is a description of our principal properties.

Location

Use

New York, New York
New York, New York

Location of MarketSite
U.S. headquarters

New York, New York
New York, New York
Philadelphia, Pennsylvania
Rockville, Maryland
Shelton, Connecticut
Stockholm, Sweden
London, England
Helsinki, Finland
Copenhagen, Denmark

General office space
General office space
Location of NASDAQ OMX PHLX
General office space
General office space
European headquarters
General office space
General office space
General office space

Size
(approximate,
in square feet)

Type of possession

Subleased from FINRA with
17,931 square feet leased back
to FINRA
Subleased to third parties

38,000 Lease
115,000

53,000
48,000 Lease
147,000 Lease
78,000 Lease
29,000 Lease
366,000 Lease
71,000 Lease
20,000 Lease
29,000 Lease

We also maintain local headquarters in each of the other European countries where we operate an exchange

and office space in countries in which we conduct sales and operations, including Armenia, Australia, Canada,
China, Estonia, Hong Kong, Iceland, Italy, Japan, Latvia, Lithuania, Norway, Singapore and United Arab
Emirates.

In addition to the above, we currently lease administrative, sales and disaster preparedness facilities in

California, Illinois, Massachusetts, Oregon and Washington, DC.

Generally, our properties are not earmarked for use by a particular segment; instead, most of our properties
are used by two or more segments. We believe the facilities we occupy are adequate for the purposes for which
they are currently used and are well-maintained. As of December 31, 2010, approximately 200,000 square feet of
space was available for sublease.

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Item 3. Legal Proceedings.

We are not currently a party to any litigation that we believe could have a material adverse effect on our
business, 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 4. (Removed and Reserved).

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Part II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.

Market Information

Our common stock has been listed on The NASDAQ Stock Market (formerly The Nasdaq National Market)

since February 10, 2005, under the ticker symbol “NDAQ.” From July 1, 2002 through February 9, 2005, our
common stock traded on the OTCBB under the symbol “NDAQ.”

The following chart lists the quarterly high and low sales prices for shares of our common stock for fiscal
years 2010 and 2009. These prices are between dealers and do not include retail markups, markdowns or other
fees and commissions and may not represent actual transactions.

Fiscal 2010

Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Fiscal 2009

High

Low

$24.34
20.54
23.11
21.33

$21.02
23.24
22.93
27.39

$19.07
17.18
17.54
17.87

$17.63
18.71
17.51
18.35

As of February 10, 2011, we had approximately 880 holders of record of our common stock. As of
February 10, 2011, the closing price of our common stock was $27.82. Our credit facilities limit our ability to
pay dividends. Before our credit facilities were in place, it was not our policy to declare or pay cash dividends on
our common stock.

Issuer Purchases of Equity Securities

Share Repurchase Program

During 2010, our board of directors approved a share repurchase program authorizing NASDAQ OMX to

repurchase in the aggregate up to $797 million of our outstanding common stock which includes the
authorization for the repurchase of our common stock from Borse Dubai, discussed below. Prior to our share
repurchase from Borse Dubai, during the first nine months of 2010, we repurchased 15,050,647 shares of our
common stock at an average price of $19.95 with an aggregate purchase price of $300 million.

In December 2010, we purchased 22,781,000 shares of our common stock from Borse Dubai for $21.82 per

share with an aggregate purchase price of approximately $497 million. This share purchase from Borse Dubai
expanded, accelerated and completed the purchase of our shares pursuant to our previously announced share
repurchase program.

Employee Transactions

In addition to our share repurchase program, during the fiscal quarter ended December 31, 2010 we also

purchased shares from employees in connection with the settlement of income tax and related benefit
withholding obligations arising from vesting in restricted stock grants.

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The table below represents repurchases made by or on behalf of us or any “affiliated purchaser” of our

common stock during the fiscal quarter ended December 31, 2010:

(a) Total
Number of
Shares
Purchased

(b) Average
Price Paid
Per Share

(d) Maximum Dollar
Value of Shares
that May Yet Be
Purchased Under the
Plans or Programs
(in millions)

$ 250
N/A

$ —

N/A

$ —

N/A

Period

October 2010
Share repurchase program . . . . . . . . . . . . . .
Employee transactions . . . . . . . . . . . . . . . . .

November 2010
Share repurchase program . . . . . . . . . . . . . .
Employee transactions . . . . . . . . . . . . . . . . .

December 2010
Share repurchase program . . . . . . . . . . . . . .
Employee transactions . . . . . . . . . . . . . . . . .

Total Fiscal Quarter Ended

December 31, 2010

—
2,118

$ —
$19.76

—
170

$ —
$21.54

—
N/A

22,781,000
126,212

$21.82
$22.71

22,781,000
N/A

Share repurchase program . . . . . . . . . . . . . .

22,781,000

$21.82

22,781,000

Employee transactions . . . . . . . . . . . . . . . . .

128,500

$22.66

N/A

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PERFORMANCE GRAPH

The following graph compares the total return of our common stock with certain indices and a peer group.
These include the NASDAQ Composite Stock Index and the Standard & Poor’s, or S&P, 500 Stock Index as well
as the peer group. The peer group includes the CME Group Inc., Deutsche Börse AG, Intercontinental Exchange
Inc., LSE, and NYSE Euronext. Information for the indices and the peer group is provided from December 31,
2005 through December 31, 2010. The figures represented below assume an initial investment of $100 in the
common stock or index at the closing price on December 31, 2005 and the reinvestment of all dividends.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among The NASDAQ OMX Group, Inc., The NASDAQ Composite Index,
The S&P 500 Index And A Peer Group

$300

$250

$200

$150

$100

$50

12/05

12/06

12/07

12/08

12/09

12/10

The NASDAQ OMX Group, Inc.

NASDAQ Composite

S&P 500

Peer Group

* $100 invested on 12/31/05 in stock or index, including reinvestment of dividends.
Fiscal year ending December 31.

The NASDAQ OMX Group, Inc. . . . . . . . . . . . . . . . . . . . .
NASDAQ Composite . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S&P 500 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Peer Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

100.00
100.00
100.00
100.00

87.52
111.74
115.80
174.16

140.68
124.67
122.16
270.69

70.24
73.77
76.96
89.99

56.34
107.12
97.33
121.79

67.45
125.93
111.99
121.67

12/05

12/06

12/07

12/08

12/09

12/10

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Item 6. Selected Financial Data.

On February 27, 2008, Nasdaq and OMX AB combined their businesses and Nasdaq was renamed The

NASDAQ OMX Group, Inc. Under the purchase method of accounting, Nasdaq was treated as the accounting
and legal acquirer in the business combination with OMX AB. We also completed our acquisitions of PHLX in
July 2008, BSX in August 2008, certain businesses of Nord Pool in October 2008, the assets of North American
Energy Credit and Clearing Corp. in March 2010, Nord Pool in May 2010, SMARTS in August 2010, as well as
FTEN and ZVM in December 2010. These acquisitions also have been treated as purchases for accounting
purposes, with NASDAQ OMX treated as the acquirer. Additionally, we purchased a majority stake in IDCG in
December 2008 and a 22% equity interest in EMCF in January 2009. The financial results of these transactions
are included in the consolidated financial results beginning on the date of each acquisition or strategic initiative.

The following table sets forth selected financial data on a historical basis for NASDAQ OMX. The

following information should be read in conjunction with the consolidated financial statements and notes thereto
of NASDAQ OMX included elsewhere in this Form 10-K.

Statements of Income Data:
Total revenues(1)
Cost of revenues(1)

. . . . . . . . . . . . . . . . $
. . . . . . . . . . . . . .

Revenues less transaction rebates,

brokerage, clearance and exchange
fees . . . . . . . . . . . . . . . . . . . . . . . .
Total operating expenses . . . . . . . . . .
Operating income . . . . . . . . . . . . . . .
Net income attributable to NASDAQ
OMX . . . . . . . . . . . . . . . . . . . . . . .

Net income applicable to common

stockholders . . . . . . . . . . . . . . . . . .
Basic and diluted earnings per share:

Selected Financial Data

Year Ended December 31,

2010

2009

2008

2007

2006

(in millions, except share and per share amounts)

3,197 $
(1,675)

3,411 $
(1,958)

3,650 $
(2,190)

2,436 $
(1,624)

1,658
(971)

1,522
891
631

395

394

1,453
850
603

266

1,460
820
640

314

812
447
365

518

687
467
220

128

127

1.22

0.95

Basic earnings per share . . . . . . $

Diluted earnings per share . . . . . $

1.94 $

1.91 $

1.30 $

1.25 $

1.65 $

1.55 $

4.47 $

3.46 $

Weighted-average common shares

outstanding for earnings per share:
Basic . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . .

Balance Sheets Data:
Cash and cash equivalents and
financial investments(3)

. . . . . . . . . $

. . . . . . . . . . . . . . . . . .
Total assets(2)
Total long-term liabilities(3)
. . . . . . .
Total equity . . . . . . . . . . . . . . . . . . . .

202,975,623
206,514,655

204,698,277
214,537,907

190,362,605
204,514,862

116,064,240
152,528,691

104,311,040
144,228,855

2010

2009

2008

2007

2006

December 31,

(in millions)

568 $

902 $

601 $

16,207
3,247
4,729

10,722
2,909
4,944

12,752
3,372
4,303

1,325 $
2,979
360
2,208

1,950
3,716
1,798
1,457

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(1) We record execution revenues from transactions on a gross basis in revenues and record related expenses as

cost of revenues.

(2) At December 31, 2010, total assets included resale agreements, at contract value of $3.4 billion. In

September 2010, we launched a clearing service for the resale and repurchase agreement market. See
“Resale and Repurchase Agreements, at Contract Value,” of Note 2, “Summary of Significant Accounting
Policies,” to the consolidated financial statements for further discussion.

(3) At December 31, 2006, cash and cash equivalents and financial investments included our investment in

shares of LSE. Unrealized gains and losses, including foreign currency gains, were included in accumulated
other comprehensive income until the sale of the shares in September 2007. On September 25, 2007, we
completed the sale of shares at that time representing 28.0% of the share capital of LSE to Borse Dubai for
$1.6 billion in cash. We sold the remaining substantial balance of our holdings in LSE in open market
transactions for approximately $194 million in cash on September 26, 2007 for total proceeds of $1.8
billion. As a result of the sale, we recognized a $431 million pre-tax gain which is net of $18 million of
costs directly related to the sale, primarily broker fees. On September 28, 2007, we used approximately $1.1
billion of the proceeds from the above transactions to repay in full and terminate our former credit facilities.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of the financial condition and results of operations of

NASDAQ OMX in conjunction with our consolidated financial statements and related notes included in this
Form 10-K, as well as the discussion under “Item 1A. Risk Factors.”

Overview

On February 27, 2008, Nasdaq and OMX AB combined their businesses and Nasdaq was renamed The

Financial Highlights

The comparability of our operating results for the year ended December 31, 2009 to the same period in 2008
is significantly impacted by our business combination with OMX AB as well as the acquisition of PHLX and the
acquisition of Nord Pool’s derivatives, clearing and consulting subsidiaries. In our discussion and analysis of
results of operations, we have quantified the contribution of additional revenues or expenses resulting from the
operations of OMX, NASDAQ OMX PHLX and NASDAQ OMX Commodities wherever such amounts were
material. While identified amounts may provide indications of general trends, the analysis cannot completely
address the effects attributable to integration efforts.

In addition, fluctuations in the value of foreign currencies relative to the U.S. dollar impacted our operating

results. Impacts associated with fluctuations in foreign currency are discussed in more detail under “Item 7A.
Quantitative and Qualitative Disclosures about Market Risk.” For the year ended December 31, 2010,
approximately 33.9% of our revenues less transaction rebates, brokerage, clearance and exchange fees and 26.4%
of our operating income were derived in currencies other than the U.S. dollar, primarily the Swedish Krona,
Euro, Norwegian Krone and Danish Krone.

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 year’s
results by the prior period’s exchange rates.

The following summarizes significant changes in our financial performance for the year ended

December 31, 2010 when compared with the same period in 2009:

• Revenues less transaction rebates, brokerage, clearance and exchange fees increased $69 million, or
4.7%, to $1,522 million in 2010, compared with $1,453 million in 2009, reflecting an operational
increase in revenues of $52 million and a favorable impact from foreign exchange of $17 million. The
increase in operational revenues was primarily due to:

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•

an increase in total derivative trading and clearing revenues less transaction rebates, brokerage,
clearance and exchange fees of $38 million;

an increase in access services revenues of $29 million;

an increase in total cash equity revenues less transaction rebates, brokerage, clearance and exchange
fees of $9 million;

an increase in global index group revenues of $8 million; and

an increase in global listings services revenues of $6 million, partially offset by;

a decrease in broker service revenues of $18 million;

a decrease in market data revenues of $13 million;

a decrease in other market services revenues of $5 million; and

a decrease in market technology revenues of $1 million.

• Operating expenses increased $41 million, or 4.8%, to $891 million in 2010, compared with $850

million in 2009, reflecting an increase in operating expenses of $27 million and an unfavorable impact
from foreign exchange of $14 million. The operational increase in operating expenses was primarily due
to an increase in general, administrative and other expense of $29 million primarily due to a pre-tax
charge of $40 million incurred in January 2010 as a result of the repayment of our senior secured credit
facilities in place as of December 31, 2009, partially offset by asset retirements of $10 million in 2009
related to obsolete technology assets.

•

Loss on divestiture of businesses was $11 million in 2010. This charge was due to our decision to close
the businesses of both NEURO and Agora-X during the second quarter of 2010.

• Net income from unconsolidated investees was $2 million in 2010, compared with a net loss of $107
million in 2009. The net loss for 2009 is primarily due to $87 million of impairment charges ($82
million on our NASDAQ Dubai investment and $5 million on our Agora-X investment), as well as a
$19 million loss related to the sale of our share capital in Orc Software AB, or Orc.

• Gain on sales of businesses was $12 million in 2009 and was related to the sale of substantially all of
our Carpenter Moore insurance agency business for a gain of $7 million and the sale of our Broker
Services operations in the United Kingdom for a gain of $5 million.

• Debt conversion expense was $25 million in 2009 and was related to the conversion of most of our

3.75% convertible notes into common stock. The $25 million expense included a cash inducement of $9
million, the then present value of series A convertible preferred stock issued totaling $15 million, and
debt issuance and other costs of $1 million.

These current and prior year items are discussed in more detail below.

Business Environment

We serve listed companies, market participants and investors by providing high quality cash equity,
derivative and commodities markets, thereby facilitating economic growth and corporate entrepreneurship. We
also provide market technology to exchanges and markets around the world. 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 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:

•

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

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•

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 emergence of new market participants seeking opportunities in the recovering global economy;

The steady optimism of our technology customers about the outlook for capital markets and economic
stability;

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

Currently our business drivers are defined by investors’ cautious outlook about the pace of global economic

recovery, and governments’ ability to fund their sovereign debt. The lack of confidence in the prospects for
growth results in sporadic increases in the level of market volatility and lackluster trading volume. Additional
impacts on our business drivers include the international enactment and implementation of new legislative and
regulatory initiatives, and the continued rapid evolution and deployment of new technology in the financial
services industry. The business environment that influenced our financial performance for the full year 2010 may
be characterized as follows:

• A considerable increase in the pace of new equity issuance relative to a historically slow 2009 in the

U.S. with 89 IPOs on The NASDAQ Stock Market, up from 33 in 2009. IPO activity also increased in
the Nordics with 11 IPOs on the exchanges that comprise NASDAQ OMX Nordic and NASDAQ OMX
Baltic;

• Matched share volume for all our U.S. markets decreased 16.2% relative to 2009 driven by a significant

decline in overall U.S. volume and a modest decline in our market share;

• A 34.1% increase relative to 2009 in the number of cash equity transactions on our Nordic and Baltic

exchanges driven by increased levels of participant trading as participants increasingly adopt
algorithmic trading;

• A 1.6% increase relative to 2009 in the SEK value of cash equity transactions on our Nordic and Baltic

exchanges resulting from increased volume levels and higher 12-month equity valuations;

• Growth of 30.1% experienced by our Nordic and Baltic exchanges relative to 2009 in the number of

traded and cleared equity and fixed-income contracts (excluding EDX and Eurex) driven by an increase
in the number of derivative exchange members and increased market share in competitively listed
products;

•

Intense competition among U.S. exchanges for both cash equity trading volume and listings, and strong
competition between multilateral trading facilities and exchanges in Europe for 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’ demands for speed,

capacity, and reliability 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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2011 Outlook

We launched several strategic initiatives during 2010 which should benefit us during the challenging

economic environment anticipated for 2011. For the third year in a row, more share value traded on The
NASDAQ Stock Market than on any other single cash equities exchange in the world. Our platform continues to
stand out as a reliable, flexible, and high capacity system delivering high levels of execution quality and speed
under even extremely demanding market conditions. We continued to expand the application of our U.S. INET
trading system with the successful launch of a new cash equities trading platform, NASDAQ OMX PSX, in
2010. The NASDAQ OMX PSX model prioritizes trading according to price and order size, thereby offering an
exchange alternative to institutional and block traders. The standout performance and flexibility of our
technology has enabled us to enter new markets with a low cost and highly regarded platform offering strong
performance to both existing and new clients and creating additional sales opportunities for both our
Transactions Services and Market Data businesses.

Our 2009 experiences with launching INET technology on our U.S. exchanges continued in 2010 with the
NASDAQ OMX PSX cash equities market. Internationally, we developed and launched Genium INET for the
NASDAQ OMX Nordic and NASDAQ OMX Baltic exchanges. By using NASDAQ OMX high performance
systems in our major exchanges, the flexibility of INET and Genium INET technology has been demonstrated in
both the U.S. and in Europe. The Australian Stock Exchange became our first Genium INET customer in late
2010 and we anticipate that the Singapore Stock Exchange will introduce their Genium INET based platform
during 2011.

We expect global markets to continue to be marked by significant change in 2011. These changes will be

driven primarily by regulatory initiatives in the U.S. and Europe as legislation created in the aftermath of the
financial crisis is implemented and as the industry reacts to those initiatives. We expect that cash equities
markets will continue to fragment into additional venues and trading will continue to migrate from exchanges to
OTC systems. Conversely, trading in OTC derivatives will begin to move onto exchanges and other public
execution facilities. Our investment in IDCG creates an opportunity for entering the clearing business for interest
rate swap products.

Throughout 2010 there were signs of a recovery in the IPO market and we expect the demand for public
equity capital from companies experiencing the return of global economic growth to support further increases in
the number of IPOs. Furthermore, an improved outlook for equity investments and the number of private
companies seeking capital is expected to add to the IPO pipeline in 2011. We continue to leverage the
opportunities in market data brought about by the breadth of NASDAQ OMX’s data distribution capabilities by
offering new data products to our customer base and by strengthening our direct relationships with those
customers.

We believe that the year ahead will be positive for our business drivers and our operations as the global
economy slowly recovers. We believe that our aggressive steps in meeting our cost, revenue, and technology
objectives over the last three years will enable us to benefit from improving economic conditions in 2011. We
will continue to look for opportunities to further diversify our business with enhanced product offerings and/or
acquisitions that are complementary to our existing businesses.

Business Segments

We manage, operate and provide our products and services in three business segments: Market Services,

Issuer Services and Market Technology.

•

The Market Services segment includes our U.S. and European Transaction Services businesses and our
Market Data business, which are interrelated because the Transaction Services businesses generate the
quote and trade information that we sell to market participants and data distributors. Market Services
also includes our Broker Services business.

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•

The Issuer Services segment includes our Global Listing Services and the Global Index Group
businesses. The companies listed on The NASDAQ Stock Market, our Nordic and Baltic exchanges and
NASDAQ OMX First North represent a diverse array of industries. This diversity of companies listed
on NASDAQ OMX markets allows us to develop industry-specific and other indexes that we use to
develop and license NASDAQ OMX branded indexes, associated derivatives and index products as part
of our Global Index Group. The Global Listing Services business also includes our Corporate Solutions
business.

The Market Technology segment delivers technology and services to marketplaces, brokers and
regulators throughout the world. Market Technology provides technology solutions for trading, clearing,
settlement, and information dissemination, and also offers facility management integration, surveillance
solutions and advisory services.

Our management allocates resources, assesses performance and manages these businesses as three separate

segments. See Note 18, “Segments,” to the consolidated financial statements for further discussion.

Sources of Revenues and Cost of Revenues

Market Services Revenues

Transaction Services

U.S. Cash Equity Trading

U.S. cash equity trading revenues are variable, based on individual customer share volumes, and recognized

as transactions occur. We charge transaction fees for executing cash equity trades in NASDAQ-listed and other
listed securities on The NASDAQ Stock Market, NASDAQ OMX BX and NASDAQ OMX PSX as well as on
orders that are routed to other market venues for execution.

For The NASDAQ Stock Market and NASDAQ OMX PSX we credit a portion of the per share execution

charge to the market participant that provides the liquidity and for NASDAQ OMX BX we credit a portion of the
per share execution charge to the market participant that takes the liquidity. We record these credits as
transaction rebates which are included in cost of revenues in the Consolidated Statements of Income. These
transaction rebates are paid on a monthly basis and the amounts due are included in accounts payable and
accrued expenses in the Consolidated Balance Sheets. Also, we pay Section 31 fees to the SEC for supervision
and regulation of securities markets. We pass these costs along to our customers through our cash equity trading
fees. We collect the fees as a pass-through charge from organizations executing eligible trades on NASDAQ’s,
NASDAQ OMX BX’s and NASDAQ OMX PSX’s platforms and we recognize these amounts in cost of
revenues when invoiced. Section 31 fees received are included in cash and cash equivalents in the Consolidated
Balance Sheets at the time of receipt and, as required by law, the amount due to the SEC is remitted semiannually
and recorded as Section 31 fees payable to the SEC in the Consolidated Balance Sheets until paid. 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 rebates, brokerage, clearance and exchange fees. As we hold the cash received until
payment to the SEC, we earn interest income on the related cash balances.

European Cash Equity Trading

We charge transaction fees for executing trades on the exchanges that comprise NASDAQ OMX Nordic and
NASDAQ OMX Baltic. The transaction fee for executing trades on the exchanges that comprise NASDAQ OMX
Nordic and NASDAQ OMX Baltic is charged per executed order and as per value traded.

U.S. Derivative Trading and Clearing

U.S. derivative trading and clearing revenues are variable, based on traded and cleared volumes, and
recognized when executed or when contacts are cleared. The principal types of derivative contracts traded on

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NASDAQ OMX PHLX and The NASDAQ Options Market are equity options, ETF options, index options and
currency options. In the U.S., we also operate NFX, which offers trading for currency futures and other financial
futures.

Similar to U.S. cash equity trading, we credit a portion of the per share execution charge to the market
participant that provides the liquidity and record the transaction rebate as a cost of revenues in the Consolidated
Statements of Income. Also, we pay Section 31 fees to the SEC for supervision and regulation of securities
markets. See “U.S. Cash Equity Trading” above for further discussion.

Through NOCC, we engage in riskless principal trading of OTC power and gas contracts. Revenues are
based on notional amounts or volume of power and gas transacted and/or delivered and are recognized upon
settlement of the contracts.

European Derivative Trading and Clearing

European derivative trading and clearing revenues are also variable, based on the volume of traded and
cleared contracts, and recognized when executed or when contracts are cleared. Derivative trading and clearing is
conducted on NASDAQ OMX Stockholm and NASDAQ OMX Copenhagen. The principal types of derivative
contracts traded are stock options and futures, index options and futures, fixed-income options and futures and
stock loans. On NASDAQ OMX Stockholm, we offer clearing services for fixed-income options and futures,
stock options and futures and index options and futures, by serving as the CCP. In doing so, we guarantee the
completion of the transaction and market participants can thereby limit their counterparty risk. We also act as the
counterparty for certain OTC contracts.

On NASDAQ OMX Stockholm, we also offer clearing services for resale and repurchase agreements.
Clearing revenues for resale and repurchase agreements are based on the value and length of the contract and are
recognized when cleared.

European derivative trading and clearing revenues also include clearing revenues for commodities.
NASDAQ OMX Commodities provides access to the world’s largest power derivatives markets and one of
Europe’s largest carbon markets. NASDAQ OMX Commodities offers international power derivatives and
carbon products, operates a clearing business and offers consulting services to commodities markets globally.
Our clearing revenues from trading transactions on Nord Pool are variable, based on cleared volume, and
recognized when contracts are cleared. We also generate clearing revenues for contracts traded on the OTC
derivative market which are also recognized when contracts are cleared. In addition, European derivatives
revenues include annual renewal fees. Each January, NASDAQ OMX Commodities members are billed an
annual fee which is recognized ratably over the following 12-month period.

Access Services

We generate revenues by providing market participants with several alternatives for accessing our markets

for a fee. The type of connectivity is determined by the level of functionality a customer needs. As a result,
access services revenues vary depending on the type of connection provided to customers. We provide
co-location services to market participants whereby firms may lease space for equipment within our data center.
These participants are charged monthly fees for cabinet space, connectivity and support. We also earn revenues
from annual and monthly exchange membership and registration fees. Revenues for providing access to our
markets, co-location services and revenues for monthly exchange membership and registration fees are
recognized on a monthly basis as the service is provided. Revenues from annual fees for exchange membership
and registration fees are recognized ratably over the following 12-month period.

Market Data

Market Data revenues are earned from U.S. tape plans and U.S. and European proprietary market data

products.

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Net U.S. Tape Plans

Revenues from U.S. tape plans include eligible UTP Plan revenues which are shared among UTP Plan
participants. Under the revenue sharing provision of the UTP Plan, we are permitted to deduct costs associated
with acting as the exclusive Securities Information Processor from the total amount of tape fees collected. After
these costs are deducted from the tape fees, we distribute to the respective UTP Plan participants, including The
NASDAQ Stock Market, NASDAQ OMX BX and NASDAQ OMX PSX, their share of tape revenues based on a
formula, required by Regulation NMS that takes into account both trading and quoting activity. In addition, all
quotes and trades in NYSE- and NYSE Amex-listed securities are reported and disseminated in real time, and as
such, we share in the tape revenues for information on NYSE- and NYSE Amex-listed securities. Revenues from
net U.S. tape plans are recognized on a monthly basis.

U.S. Market Data Products

We collect, process and create information and earn revenues as a distributor of our own data, as well as
select third-party content. We provide varying levels of quote and trade information to market participants and to
data distributors, who in turn sell subscriptions for this information. We earn revenues primarily based on the
number of data subscribers and distributors of our data. U.S. Market Data revenues are recognized on a monthly
basis. These revenues, which are subscription based, are recorded net of amounts due under revenue sharing
arrangements with market participants.

European Market Data Products

European Market Data revenues are based on the trading information from the exchanges that comprise

NASDAQ OMX Nordic, NASDAQ OMX Baltic and NASDAQ OMX Commodities for four classes of
securities: cash equities, bonds, derivatives and commodities. We provide varying levels of quote and trade
information to market participants and to data distributors, who in turn provide subscriptions for this information.
Revenues from European market data are subscription-based, are generated primarily based on the number of
data subscribers and distributors of our data and are recognized on a monthly basis.

Broker Services

Our Broker Services operations offer technology and customized securities administration solutions to
financial participants in the Nordic market. The primary services offered are flexible back-office systems. Our
services allow customers to entirely or partly outsource their company’s back-office functions. Revenues from
broker services are based on a fixed basic fee for administration or licensing, maintenance and operations, and a
variable portion that depends on the number of transactions completed. Broker Services revenues are recognized
on a continuous basis as services are rendered.

In November 2009, we sold our Broker Services operations in the United Kingdom to TD Waterhouse and
recorded a gain of $5 million which is included in gain on sales of businesses in the Consolidated Statements of
Income for the year ended December 31, 2009. The sale of our Broker Services operations in the
United Kingdom will not have a material impact on our future consolidated results of operations.

Issuer Services Revenues

Global Listing Services

Listing Services revenues in the U.S. include annual renewal fees, listing of additional shares fees and initial
listing fees. Annual renewal fees are recognized ratably over the following 12-month period. Listing of additional
shares fees and initial listing fees are recognized on a straight-line basis over estimated service periods, which are
four and six years, respectively, based on our historical listing experience and projected future listing duration.
European listing fees, which are comprised of revenues derived from annual fees received from companies listed

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on our Nordic and Baltic exchanges and NASDAQ OMX First North, are directly related to the listed companies’
market capitalization on a trailing 12-month basis. These revenues are recognized ratably over the following
12-month period.

Global Listing Services revenues also include fees from Corporate Solutions. Our Corporate Solutions
business provides customer support services, products and programs to companies, including companies listed on
our exchanges. Revenues primarily include subscription income from Shareholder.com and Directors Desk, fees
from GlobeNewswire and revenues from Corporate Solutions Nordic. Prior to October 2009, Corporate Solutions
revenues also included commission income from our Carpenter Moore insurance agency business. In October
2009, we sold substantially all of our Carpenter Moore insurance agency business and recorded a gain of $7
million, which is included in gain on sales of businesses in the Consolidated Statements of Income for the year
ended December 31, 2009. The sale of our Carpenter Moore business will not have a material impact on our
future consolidated results of operations.

Fee income for services other than placement of insurance coverage is recognized as those services are
provided. Shareholder.com revenues are based on subscription agreements with customers. Revenues from
subscription agreements are recognized ratably over the contract period, generally one year in length. As part of
subscription services, customers also are charged usage fees based upon actual usage of the services provided.
Revenues from usage fees and other services are recognized when earned. Directors Desk revenues are based on
subscriptions for online services for directors. Subscriptions are one year in length and revenues are recognized
ratably over the year. GlobeNewswire generates fees primarily from wire distribution services, and revenues are
recognized as services are provided. For our insurance agency business, commission income was recognized
when coverage became effective, the premium due under the policy was known or could be reasonably
estimated, and substantially all required services related to placing the insurance had been provided. Broker
commission adjustments and commissions on premiums billed directly by underwriters were recognized when
such amounts could be reasonably estimated.

Global Index Group

We develop and license NASDAQ OMX branded indexes, associated derivatives and financial products as
part of our Global Index Group. Revenues primarily include license fees from these branded indexes, associated
derivatives and financial products in the U.S. and abroad. We also generate revenues by licensing and listing
third-party structured products and third-party sponsored ETFs. We primarily have two types of license
agreements: transaction-based licenses and asset-based licenses. Transaction-based licenses are generally
renewable long-term agreements. Customers are charged based on transaction volume or a minimum contract
amount, or both. If a customer is charged based on transaction volume, we recognize revenue when the
transaction occurs. If a customer is charged based on a minimum contract amount, we recognize revenue on a
pro-rata basis over the licensing term. Asset-based licenses also are generally long-term agreements. Customers
are charged based on a percentage of assets under management for licensed products, per the agreement, on a
monthly or quarterly basis. These revenues are recorded on a monthly or quarterly basis over the term of the
license agreement.

Market Technology Revenues

The Market Technology segment delivers technology and services to marketplaces, brokers and regulators

Revenues are derived from the following primary sources: licensing, support and facility management
revenues, delivery project revenues, as well as change request, advisory and broker surveillance revenues.

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We enter into multiple-element sales arrangements to provide technology solutions and services to our

customers. In order to recognize revenues associated with each individual element of a multiple-element sales
arrangement separately, we are required to establish the existence of Vendor Specific Objective Evidence, or
VSOE, of fair value for each element. When VSOE for individual elements of an arrangement cannot be
established, revenue is generally deferred and recognized over either the final element of the arrangement or the
entire term of the arrangement for which the services will be delivered.

License and support revenues are derived from the system solutions developed and sold by NASDAQ OMX

that are generally entered into in multiple-element sales arrangements. After we have developed and sold a
system solution, the customer licenses the right to use the software and may require post contract support and
other services. Facility management revenues are also generally entered into in multiple-element sales
arrangements and are derived when NASDAQ OMX assumes responsibility for the continuous operation of a
system platform for a customer and receives facility management revenues which can be both fixed and volume-
based. Revenues for license, support and facility management services are generally deferred and recognized
over either the final element of the arrangement or the entire term of the arrangement for which the services will
be delivered. We record the deferral of revenue associated with multiple-element sales arrangements in deferred
revenue and non-current deferred revenue and the deferral of costs in other current assets and other assets in the
Consolidated Balance Sheets.

Delivery project revenues are derived from the installation phase of the system solutions developed and sold

by NASDAQ OMX. The majority of our delivery projects involve individual adaptations to the specific
requirements of the customer, such as those relating to functionality and capacity. We may customize our
software technology and make significant modifications to the software to meet the needs of our customers, and
as such, we account for these arrangements under contract accounting. Under contract accounting, when VSOE
for valuing certain elements of an arrangement cannot be established, total revenues, as well as costs incurred,
are deferred until the customization and significant modifications are complete and are then recognized over the
post contract support period. We record the deferral of this revenue in deferred revenue and non-current deferred
revenue and the deferral of costs in other current assets and other assets in the Consolidated Balance Sheets.

Change request revenues include customer specific adaptations and modifications of the system solution

sold by NASDAQ OMX after delivery has occurred. Change request revenues are recognized in revenue when
earned. Advisory services are designed to support our customers’ strategies and help them with critical decisions
in a highly demanding business environment. Advisory services revenues are recognized in revenue when
earned. Broker surveillance revenues are derived from surveillance solutions targeting brokers and regulators
throughout the world. Broker surveillance revenues are subscription based and are recognized in revenue when
earned.

139443_020_Nasdaq_1-188.p57.pdf

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NASDAQ OMX’s Operating Results

Key Drivers

The following table includes key drivers for our Market Services, Issuer Services, and Market Technology

segments. In evaluating the performance of our business, our senior management closely watches these key
drivers.

Market Services
Cash Equity Trading
NASDAQ securities
Average daily share volume (in billions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Matched market share executed on NASDAQ . . . . . . . . . . . . . . . . . . . . . . . . .
Matched market share executed on NASDAQ OMX BX . . . . . . . . . . . . . . . . .
Market share reported to the FINRA/NASDAQ Trade Reporting Facility(1)
. .
Total market share(2)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NYSE securities
Average daily share volume (in billions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Matched market share executed on NASDAQ . . . . . . . . . . . . . . . . . . . . . . . . .
Matched market share executed on NASDAQ OMX BX . . . . . . . . . . . . . . . . .
Market share reported to the FINRA/NASDAQ Trade Reporting Facility(1)
. .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total market share(2)
NYSE Amex and regional securities
Average daily share volume (in billions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Matched market share executed on NASDAQ . . . . . . . . . . . . . . . . . . . . . . . . .
Matched market share executed on NASDAQ OMX BX . . . . . . . . . . . . . . . . .
Market share reported to the FINRA/NASDAQ Trade Reporting Facility(1)
. .
Total market share(2)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total U.S.-listed equities
Average daily share volume (in billions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Matched share volume (in billions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Matched market share executed on NASDAQ . . . . . . . . . . . . . . . . . . . . . . . . .
Matched market share executed on NASDAQ OMX BX . . . . . . . . . . . . . . . . .
NASDAQ OMX Nordic and NASDAQ OMX Baltic
Average daily number of equity trades . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average daily value of shares traded (in billions) . . . . . . . . . . . . . . . . . . . . . . . $
Derivative Trading and Clearing
U.S. Equity Options
Average daily volume (in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NASDAQ OMX PHLX matched market share . . . . . . . . . . . . . . . . . . . . . . . . .
The NASDAQ Options Market matched market share . . . . . . . . . . . . . . . . . . .
NASDAQ OMX Nordic and NASDAQ OMX Baltic
Average Daily Volume:
Options, futures and fixed-income contracts . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nordic equity option contracts traded on EDX(3) . . . . . . . . . . . . . . . . . . . . . . . .
Finnish option contracts traded on Eurex . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NASDAQ OMX Commodities
Clearing Turnover:

Year Ended December 31,

2010

2009

2008

2.19
28.6%
2.9%
35.5%
67.1%

4.83
13.7%
3.6%
31.3%
48.7%

1.45
20.7%
3.1%
28.7%
52.6%

2.24
33.0%
1.4%
36.6%
71.0%

5.64
15.7%
1.9%
32.1%
49.6%

1.89
24.4%
1.4%
32.1%
57.9%

2.28
43.2%
—
22.6%
65.8%

5.06
22.2%
—
19.3%
41.5%

1.49
35.1%
—
16.2%
51.4%

8.47
475.0
18.8%
3.3%

9.77
566.6
21.3%
1.7%

8.83
665.9
29.8%
—

284,840

212,465

3.3 $

3.1 $

213,481
5.0

14.3
23.4%
4.0%

13.4
17.9%
3.1%

13.0
16.4%
1.0%

428,523
—
117,450

329,350
95,374
77,312

418,773
153,686
73,870

Power contracts (TWh)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Carbon contracts (1000 tCO2)(4)

2,090
31,500

2,136
45,765

409
13,261

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19:41

Year Ended December 31,

2010

2009

2008

Issuer Services
Initial public offerings:

NASDAQ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exchanges that comprise NASDAQ OMX Nordic and NASDAQ OMX Baltic . .

89
11

33
1

26
17

New listings:

NASDAQ(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exchanges that comprise NASDAQ OMX Nordic and NASDAQ OMX

195

131

177

Baltic(6)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Number of listed companies:

NASDAQ(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exchanges that comprise NASDAQ OMX Nordic and NASDAQ OMX

2,778

2,852

3,023

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Baltic(8)
Market Technology
Order intake (in millions)(9)
Total order value (in millions)(10)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

780

797

160 $
495 $

204 $
417 $

824

229
359

(1)

(2)

(3)

(4)

Transactions reported to the FINRA/NASDAQ Trade Reporting Facility.
Includes transactions executed on NASDAQ’s, NASDAQ OMX BX’s and NASDAQ OMX PSX’s systems
plus trades reported through the FINRA/NASDAQ Trade Reporting Facility.
In December 2009, derivative volume was transferred to NASDAQ OMX from EDX.
Transactions executed on Nord Pool and reported for clearing to NASDAQ OMX Commodities measured
by Terawatt hours (TWh) and one thousand metric tons of carbon dioxide (1000 tCO2).

(5) 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.

(6) New listings include IPOs and represent companies listed on the exchanges that comprise NASDAQ OMX
Nordic and NASDAQ OMX Baltic and companies on the alternative markets, NASDAQ OMX First North.

(7) Number of listed companies for NASDAQ at period end, including separately listed ETFs.
(8) Represents companies listed on the exchanges that comprise NASDAQ OMX Nordic and NASDAQ OMX

Baltic and companies on the alternative markets, NASDAQ OMX First North, at period end.
Total contract value of orders signed.

(9)

(10) Represents total contract value of orders signed that are yet to be recognized as revenue. Market Technology
deferred revenue, as discussed in Note 7, “Deferred Revenue” to the consolidated financial statements,
represents cash payments received that are yet to be recognized as revenue for these signed orders.

Segment Operating Results

Of our 2010 revenues less transaction rebates, brokerage, clearance and exchange fees of $1,522 million,
67.3% was from our Market Services segment, 22.6% was from our Issuer Services segment, 10.0% was from
our Market Technology segment and 0.1% related to other revenues. Of our 2009 revenues less transaction
rebates, brokerage, clearance and exchange fees of $1,453 million, 67.2% was from our Market Services
segment, 22.7% was from our Issuer Services segment, 10.0% was from our Market Technology segment and
0.1% related to other revenues. Of our 2008 revenues less transaction rebates, brokerage, clearance and exchange
fees of $1,460 million, 67.5% was from our Market Services segment, 23.5% was from our Issuer Services
segment, 8.2% was from our Market Technology segment and 0.8% related to other revenues.

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The following table shows our total revenues, cost of revenues and revenues less transaction rebates,

brokerage, clearance and exchange fees by segment:

Market Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 2,700
(1,675)

2010

2009
(in millions)
$ 2,934
(1,958)

2008

2010 vs. 2009

2009 vs. 2008

$ 3,176
(2,190)

(8.0)%
(14.5)%

(7.6)%
(10.6)%

Year Ended December 31,

Percentage Change

Market Services revenues less transaction rebates,

brokerage, clearance and exchange fees . . . . . . . . . .
Issuer Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Market Technology . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total revenues less transaction rebates, brokerage,

1,025
344
152
1

976
330
145
2

986
343
119
12

5.0%
4.2%
4.8%
(50.0)%

(1.0)%
(3.8)%
21.8%
(83.3)%

clearance and exchange fees . . . . . . . . . . . . . . . . . . .

$ 1,522

$ 1,453

$ 1,460

4.7%

(0.5)%

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MARKET SERVICES

The following table shows total revenues less transaction rebates, brokerage, clearance and exchange fees

from our Market Services segment:

Transaction Services
Cash Equity Trading Revenues:
U.S. cash equity trading(1)
Cost of revenues:

. . . . . . . . . . . . . . . . . . . . . . .

Year Ended December 31,
2008
2009
2010

Percentage Change

2010 vs. 2009

2009 vs. 2008

(in millions)

$ 1,600

$ 2,010

$ 2,412

(20.4)%

(16.7)%

Transaction rebates . . . . . . . . . . . . . . . . . . . . . . . . .
Brokerage, clearance and exchange fees(1) . . . . . . .

(1,094)
(341)

(1,394)
(467)

(1,718)
(444)

Total U.S. cash equity cost of revenues . . . . . . . . .

(1,435)

(1,861)

(2,162)

(21.5)%
(27.0)%

(22.9)%

(18.9)%
5.2%

(13.9)%

U.S. cash equity trading revenues less transaction
rebates, brokerage, clearance and exchange
fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
European cash equity trading . . . . . . . . . . . . . . . . . . . . .

Total cash equity trading revenues less

transaction rebates, brokerage, clearance
and exchange fees . . . . . . . . . . . . . . . . . . . . . . .

Derivative Trading and Clearing Revenues:
U.S. derivative trading and clearing(2)
Cost of revenues:

. . . . . . . . . . . . . .

165
90

255

390

Transaction rebates . . . . . . . . . . . . . . . . . . . . . . . . .
Brokerage, clearance and exchange fees(2) . . . . . . .

(218)
(22)

Total U.S. derivative trading and clearing cost of

149
95

250
116

10.7%
(5.3)%

(40.4)%
(18.1)%

366

4.5%

(33.3)%

244

232

(81)
(16)

68.1%

(26)
(2)

#
37.5%

revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(240)

(97)

(28)

U.S. derivative trading and clearing revenues less
transaction rebates, brokerage, clearance and
exchange fees . . . . . . . . . . . . . . . . . . . . . . . . . . .

European derivative trading and clearing revenues . . . .

Total derivative trading and clearing revenues

less transaction rebates, brokerage,
clearance and exchange fees . . . . . . . . . . . . . .

Access Services Revenues . . . . . . . . . . . . . . . . . . . . . .
Total Transaction Services revenues less

transaction rebates, brokerage, clearance and
exchange fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Market Data
Net U.S. tape plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
U.S. market data products . . . . . . . . . . . . . . . . . . . . . . .
European market data products . . . . . . . . . . . . . . . . . . .

Total Market Data revenues . . . . . . . . . . . . . . . .

Broker Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other Market Services . . . . . . . . . . . . . . . . . . . . . . . . .

Total Market Services revenues less transaction
rebates, brokerage, clearance and exchange
fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

150

115

265

173

693

117
126
70

313

135

222

144

610

128
119
78

325

129

112

607

146
107
77

330

$ 1,025

976

986

5.0%

(1.0)%

#
#

35.9%

72.1%

28.6%

11.1%

32.2%

19.4%

20.1%

13.6%

0.5%

(8.6)%
5.9%
(10.3)%

(3.7)%

(53.1)%

(55.6)%

(12.3)%
11.2%
1.3%

(1.5)%

(22.0)%

12.5%

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# Denotes a variance equal to or greater than 100.0%.
(1)

Includes Section 31 fees of $252 million in 2010, $314 million in 2009 and $207 million in 2008. Section 31
fees are recorded as U.S. cash equity trading revenues with a corresponding amount recorded in cost of
revenues.
Includes Section 31 fees of $19 million in 2010, $14 million in 2009 and $2 million in 2008. Section 31 fees
are recorded as U.S. derivative trading and clearing revenues with a corresponding amount recorded in cost
of revenues.

(2)

Transaction Services

Transaction Services revenues less transaction rebates, brokerage, clearance and exchange fees increased in

2010 compared with 2009 and increased in 2009 compared with 2008. The increases were primarily due to
increases in derivative trading and clearing revenues less transaction rebates, brokerage, clearance and exchange
fees and access services revenues. Partially offsetting the increase in 2009 was a decrease in cash equity trading
revenues less transaction rebates, brokerage, clearance and exchange fees.

U.S. Cash Equity Trading Revenues

U.S. cash equity trading revenues less transaction rebates, brokerage, clearance and exchange fees increased
in 2010 compared with 2009 and decreased in 2009 compared with 2008. The increase in 2010 was primarily due
to modified rates and lower tiered rebate payouts, partially offset by a significant decline in industry volumes and
a decline in our matched market share. The decrease in 2009 was primarily due to declines in matched share
volume on NASDAQ’s trading system and the average net fee per share matched on NASDAQ’s trading system.

U.S. cash equity trading revenues decreased in 2010 compared with 2009 and decreased in 2009 compared
with 2008. The decrease in 2010 was primarily due to declines in matched share volume on NASDAQ’s trading
system due to a significant decline in industry volumes, a decrease in Section 31 pass-through fee revenues
charged by us to our customers and a decline in our matched market share. The decrease in 2009 was primarily
due to declines in matched share volume on NASDAQ’s trading system, partially offset by higher Section 31
revenues due to higher rates charged by us to customers beginning in the second quarter of 2009.

As discussed above, we record Section 31 fees as U.S. cash equity trading revenues with a corresponding

amount recorded as cost of revenues. 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 volumes processed on our systems, and differences in actual dollar
value of the 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 rebates, brokerage, clearance and exchange fees.
Section 31 fees were $252 million in 2010, $314 million in 2009 and $207 million in 2008. The decrease in 2010
compared with 2009 was primarily due to lower Section 31 fee rates and lower dollar value traded on NASDAQ
and NASDAQ OMX BX’s trading systems. The increase in 2009 compared to 2008 was primarily due to higher
Section 31 fee rates in 2009.

For The NASDAQ Stock Market and NASDAQ OMX PSX we credit a portion of the per share execution

charge to the market participant that provides the liquidity and for NASDAQ OMX BX we credit a portion of the
per share execution charge to the market participant that takes the liquidity. These transaction rebates decreased
in 2010 compared to 2009 and decreased in 2009 compared with 2008. The decrease in 2010 was primarily due
to declines in matched share volume on NASDAQ’s trading system due to a significant decline in industry
volumes, lower tiered rebate payouts and a decline in our matched market share. The decrease in 2009 was
primarily due to a lower number of shares matched on NASDAQ’s trading system, partially offset by an increase
in the amount of the rebate offered to liquidity providers.

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Brokerage, clearance and exchange fees decreased in 2010 compared with 2009 and increased in 2009
compared with 2008. The decrease in 2010 was primarily due to a decrease in Section 31 pass-through fees,
lower routing costs, and a decrease in the amount of volume routed by NASDAQ due to declines in industry
volumes. The increase in 2009 was primarily due to higher Section 31 fee rates, partially offset by lower routing
costs, a decrease in the amount of volume routed by NASDAQ and lower fees incurred from NSCC.

European Cash Equity Trading Revenues

European cash equity trading revenues include trading revenues from equity products traded on the
NASDAQ OMX Nordic and NASDAQ OMX Baltic exchanges and NEURO (for periods prior to closing our
NEURO business). European cash equity trading revenues decreased in 2010 compared with 2009 and decreased
in 2009 compared with 2008. The decrease in 2010 was primarily due to revised trading fees introduced in the
first quarter of 2010, partially offset by an increase in trading activity and a favorable impact from foreign
exchange of $2 million. The decrease in 2009 was primarily due to a decrease in the value traded per day due to
lower average market capitalization of stocks traded, partially offset by the inclusion of European cash equity
trading revenues for the full twelve-month period in 2009 compared to ten months in 2008. In addition, foreign
exchange negatively impacted European cash equity trading revenues by $11 million in 2009.

U.S. Derivative Trading and Clearing Revenues

U.S. derivative trading and clearing revenues and revenues less transaction rebates, brokerage, clearance and
exchange fees increased in 2010 compared with 2009 and increased in 2009 compared with 2008. The increase in
2010 was primarily due to increases in volumes traded and market share, partially offset by lower average net
fees for traded contracts. The increase in 2009 was primarily due to the inclusion of NASDAQ OMX PHLX’s
derivative trading revenues of $196 million for the full twelve-month period in 2009 compared with the inclusion
of five months of NASDAQ OMX PHLX’s derivative trading revenues totaling $78 million for 2008. In
addition, an increase in market share contributed to these increases in 2009.

Similar to U.S. cash equity trading, Section 31 fees are recorded as derivative trading and clearing revenues

with a corresponding amount recorded as cost of revenues. 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 in cost of revenues, there is no impact on our revenues less transaction rebates, brokerage,
clearance and exchange fees. Section 31 fees were $19 million in 2010, $14 million in 2009 and $2 million 2008.

Transaction rebates, in which we credit a portion of the per share execution charge to the market participant,

increased in 2010 compared with 2009 and increased in 2009 compared with 2008. The increase in 2010 was
primarily due to a revised fee structure implemented in the first quarter of 2010 along with higher volumes traded
and an increase in market share. The increase in 2009 was primarily due to the inclusion of NASDAQ OMX
PHLX’s transaction rebates of $61 million for the full twelve-month period in 2009 compared with the inclusion
of five months of NASDAQ OMX PHLX’s transaction rebates totaling $17 million in 2008. The increase in
transaction rebates in 2009 was also due to an increase in market share as discussed above.

Brokerage, clearance and exchange fees increased in 2010 compared with 2009 and increased in 2009
compared with 2008. The increase in 2010 was primarily due to an increase in Section 31 pass-through fees. The
increase in 2009 was primarily due to the inclusion of NASDAQ OMX PHLX’s brokerage, clearance and
exchange fees of $11 million for the full twelve-month period in 2009 compared with the inclusion of five
months of NASDAQ OMX PHLX’s brokerage, clearance and exchange fees totaling $2 million in 2008.

European Derivative Trading and Clearing Revenues

European derivative trading and clearing revenues include trading and clearing revenues from derivative

products traded on NASDAQ OMX Stockholm, as well as clearing revenues from resale and repurchase
agreements on NASDAQ OMX Stockholm, trading and clearing revenues from derivative products on NASDAQ

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OMX Copenhagen and revenues from NASDAQ OMX Commodities. European derivative trading and clearing
revenues increased in 2010 compared with 2009 and increased in 2009 compared with 2008. The increase in
2010 was primarily due to higher trading and clearing revenues for energy contracts, options and futures
contracts and fixed income products due to the transfer of derivative volume from EDX to NASDAQ OMX in
the fourth quarter of 2009. Also contributing to the increase in 2010 was transaction activity associated with
clearing resale and repurchase agreements which was launched in the fourth quarter of 2010 and a favorable
impact from foreign exchange of $5 million. The increase in 2009 was primarily due to the growth in cleared
energy products and the transfer of derivative volume from EDX to NASDAQ OMX, partially offset by an
unfavorable impact from foreign exchange of $4 million in 2009.

European derivative trading and clearing revenues include:

•

trading and clearing revenues for options and futures contracts of $49 million in 2010 compared with
$33 million in 2009 and $41 million in 2008;

trading and clearing revenues for energy and carbon products of $41 million in 2010 compared with $35
million in 2009 and $6 million for the two months included in 2008. Beginning in May 2010, trading
and clearing revenues for energy and carbon products include revenues from Nord Pool;

trading and clearing revenues from fixed income products of $18 million in 2010 compared with $14
million in both 2009 and 2008; and

other revenues and fees of $7 million in 2010 compared with $5 million in 2009 and $3 million in 2008.
During 2009, we began providing trading and clearing operations to a Dutch trading platform called The
Order Machine, which primarily contributed to the increase in other revenues and fees in 2010 and
2009.

Access Services Revenues

Access services revenues increased in 2010 compared with 2009 and increased in 2009 compared with
2008. The increase in 2010 was primarily due to increased demand for co-location and network connectivity
services and a revised fee structure for access services. The increase in 2009 was primarily due to: (i) revised fees
for access services, (ii) increases in customer demand for network connectivity, (iii) continued expansion of our
co-location services and (iv) the inclusion of NASDAQ OMX PHLX’s access services revenues of $15 million
for the full twelve-month period in 2009 compared with the inclusion of five months of NASDAQ OMX PHLX’s
access services revenues totaling $10 million in 2008.

Market Data

Market Data revenues decreased in 2010 compared with 2009 and decreased in 2009 compared with 2008.

The decrease in 2010 was primarily due to decreases in net U.S. tape plans and European market data

products revenues, partially offset by an increase in U.S. market data products revenues.

The decline in net U.S. tape plans revenues in 2010 compared with 2009 was primarily due to declines in

NASDAQ’s trading and quoting market share of U.S. cash equities, as calculated under the SEC-mandated
market data revenue quoting and trading formula, and reductions in the size of the tape plan revenue pools
mainly driven by declines in subscriber populations.

The increase in U.S. market data products revenues in 2010 compared with 2009 was primarily due to
growth of new products such as BX TotalView, options data feeds and mutual fund products, partially offset by
discontinued products.

The decrease in European market data products revenues in 2010 compared with 2009 was primarily due to

declines in subscriber populations and discontinued products, partially offset by modified fees for market data
products and a favorable impact from foreign exchange of $1 million.

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The decrease in 2009 compared with 2008 was primarily due to a decrease in net U.S. tape plans revenues,

partially offset by increases in U.S. market data products revenues and the inclusion of European market data
products revenues for the full twelve-month period in 2009 compared with ten months in 2008, partially offset by
an unfavorable impact from foreign exchange of $6 million.

The decline in net U.S. tape plans revenues in 2009 was primarily due to a decline in NASDAQ’s trading

and quoting market share of U.S. cash equities and a reduction in the size of the tape plans revenue pools.

The increase in U.S. market data products revenues in 2009 was primarily due to growth of products such as

the NASDAQ Global Index Data Service, which was launched in the first quarter of 2009, NASDAQ Last Sale,
which was launched in the second quarter of 2008, and other proprietary data products.

Broker Services

Broker Services revenues decreased in 2010 compared with 2009 and decreased in 2009 compared with
2008. These decreases were primarily due to the sale of our Broker Services operations in the United Kingdom to
TD Waterhouse in November 2009. The decrease in 2009 was also due to an unfavorable impact from foreign
exchange of $6 million.

ISSUER SERVICES

The following table shows revenues from our Issuer Services segment:

Year Ended December 31,

Percentage Change

2010

2009

2008

2010 vs. 2009

2009 vs. 2008

(in millions)

Global Listing Services:

Annual renewal fees . . . . . . . . . . . . . . . . . . . . . . . . . . .
Listing of additional shares fees . . . . . . . . . . . . . . . . .
Initial listing fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 113
39
18

$ 117
37
20

$ 125
40
22

Total U.S. listing fees . . . . . . . . . . . . . . . . . . . . . .
European listing fees . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate Solutions . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total Global Listing Services . . . . . . . . . . . . . . .
Global Index Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

170
49
78

297
47

174
45
72

291
39

187
48
64

299
44

Total Issuer Services revenues . . . . . . . . . . . . . . .

$ 344

$ 330

$ 343

(3.4)%
5.4%
(10.0)%

(2.3)%
8.9%
8.3%

2.1%
20.5%

4.2%

(6.4)%
(7.5)%
(9.1)%

(7.0)%
(6.3)%
12.5%

(2.7)%
(11.4)%

(3.8)%

Global Listing Services

U.S. Listing Services Revenues

Annual renewal fees decreased in 2010 compared with 2009, primarily due to a decrease in the number of

listed companies on The NASDAQ Stock Market. The number of companies listed on The NASDAQ Stock
Market on January 1, 2010 was 2,852, compared to 3,023 on January 1, 2009, the date on which listed companies
were billed their annual fees. The decrease in the number of listed companies was due to 302 delistings from The
NASDAQ Stock Market in 2009, partially offset by 131 new listings in 2009.

Annual renewal fees decreased in 2009 compared with 2008, primarily due to a decrease in the number of

listed companies on The NASDAQ Stock Market. The number of companies listed on The NASDAQ Stock
Market on January 1, 2009 was 3,023, compared to 3,135 on January 1, 2008, the date on which listed companies
were billed their annual fees. The decrease in the number of listed companies was due to 289 delistings from The
NASDAQ Stock Market in 2008, partially offset by 177 new listings in 2008.

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The number of listed companies as of January 1, 2010, 2009 and 2008 includes separately listed ETFs.

Annual renewal fees are recognized ratably over a 12-month period.

Listing of additional shares fees increased in 2010 compared with 2009 and decreased in 2009 compared to
2008. Listing of additional shares fees are amortized on a straight-line basis over an estimated service period of
four years. Therefore, revenues for each year will vary depending on the change in the total shares outstanding
for companies listed on The NASDAQ Stock Market in each of the preceding four years.

Initial listing fees decreased in 2010 compared with 2009 and in 2009 compared with 2008. Initial listing

fees are amortized on a straight-line basis over an estimated service period of six years. Therefore, revenues for
each year will vary depending on the number of new listings, which include IPOs, in each of the preceding six
years. New listings were 195 during 2010 compared with 131 during 2009 and 177 during 2008. The increase in
new listings during 2010 was primarily due to a stronger IPO market and will impact future revenues as these
fees are amortized on a straight-line basis over the estimated service period of six years.

European Listing Services Revenues

European Listing Services revenues increased in 2010 compared with 2009 and decreased in 2009 compared

with 2008.

The increase in 2010 was primarily due to an increase in the market capitalization of Nordic issuers,
partially offset by a decrease in the number of listed companies from 797 as of December 31, 2009 to 780 as of
December 31, 2010.

The decrease in 2009 was primarily due to a decline in the market capitalization of Nordic issuers as well as
a decrease in the number of listed companies from 824 as of December 31, 2008 to 797 as of December 31, 2009.
In addition, foreign exchange negatively impacted European Listing Services revenues by $4 million in 2009.
Partially offsetting the decline in 2009 was an increase in revenues due to the inclusion of European Listing
Services revenues for the full twelve-month period in 2009 compared to ten months in 2008.

European Listing Services revenues are recognized ratably over a 12-month period.

Corporate Solutions Revenues

Corporate Solutions revenues increased in 2010 compared with 2009 and increased in 2009 compared with
2008, primarily due to expanding customer utilization of Shareholder.com, Directors Desk and GlobeNewswire,
as well as revenues from Bloom Partners. In addition, the inclusion of Corporate Solutions Nordic for the full
twelve-month period in 2009 compared with ten months in 2008 contributed to the increase in 2009. Partially
offsetting these increases in 2010 and 2009 was a decrease in Carpenter Moore revenues primarily due to the sale
of substantially all of our Carpenter Moore insurance agency business in October 2009.

Global Index Group Revenues

Global Index Group revenues increased in 2010 compared with 2009 and decreased in 2009 compared with

2008. The increase in 2010 was primarily due to an increase in underlying assets associated with NASDAQ
OMX-licensed ETFs and other financial products. The Global Index Group has also seen growth in the number
of products licensed and an increase in volume for licensed derivative products in 2010. The decrease in 2009
was primarily due to a decrease in underlying assets associated with NASDAQ OMX-licensed ETFs and a
decrease in licensed derivatives and futures volumes, partially offset by futures price increases and the inclusion
of a full twelve-month period of European global index revenues compared with ten months in 2008.

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MARKET TECHNOLOGY

The following table shows the revenues from our Market Technology segment:

Market Technology:

Year Ended December 31,

Percentage Change

2010

2009

2008

2010 vs. 2009 2009 vs. 2008

(in millions)

License, support and facility management revenues . . . . $ 104 $ 106 $
Delivery project revenues . . . . . . . . . . . . . . . . . . . . . . . .
Change request, advisory and broker surveillance

77
13

(1.9)%
(15.0)%

37.7%
53.8%

revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

29
Total Market Technology revenues . . . . . . . . . . . . . $ 152 $ 145 $ 119

63.2%
4.8%

(34.5)%
21.8%

Market Technology revenues increased in 2010 compared with 2009 primarily due to an increase in change
request, advisory and broker surveillance revenues, partially offset by decreases in delivery project revenues and
license, support and facility management revenues.

License, support and facility management revenues decreased in 2010 compared with 2009 primarily due to a
decrease in facility management revenues due to the loss of facility management customers. Partially offsetting this
decrease was an increase in support revenues resulting from our acquisition of SMARTS in August 2010, clients
entering the support stage of their contracts and a favorable impact from foreign exchange of $6 million in 2010.

Delivery project revenues decreased in 2010 compared with 2009 primarily due to higher deliveries of
market technology contracts during 2009, partially offset by a favorable impact from foreign exchange of $1
million in 2010.

Change request, advisory and broker surveillance revenues increased in 2010 compared with 2009 primarily
due to an increase in broker surveillance revenues resulting from our acquisition of SMARTS in August 2010, as
well as higher change request activity during 2010.

Market Technology revenues increased in 2009 compared with 2008 primarily due to the inclusion of
Market Technology revenues for the full twelve-month period in 2009 compared to ten months in 2008, as well
as increased deliveries of market technology contracts during 2009. Partially offsetting these increases was an
unfavorable impact from foreign exchange of $14 million in 2009.

As of December 31, 2010, total order value, which represents the total contract value of orders signed that
are yet to be recognized as revenues, was $495 million. Market Technology deferred revenue of $146 million,
which is included in this amount, represents cash payments received that are yet to be recognized as revenue for
these signed orders. See Note 7, “Deferred Revenue,” to the consolidated financial statements for further
discussion. The recognition and timing of these revenues 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:

Fiscal year ended:
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total

Total Order
Value

(in millions)

$ 146
117
80
59
44
49
$ 495

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Expenses

Operating Expenses

The following table shows our operating expenses:

Year Ended December 31,

Percentage Change

2010

2009

2008

2010 vs. 2009

2009 vs. 2008

Compensation and benefits . . . . . . . . . . . . . . . . . . . . . . . . .
Marketing and advertising . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . .
Professional and contract services . . . . . . . . . . . . . . . . . . . .
Computer operations and data communications . . . . . . . . .
Occupancy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Regulatory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Merger and strategic initiatives . . . . . . . . . . . . . . . . . . . . . .
General, administrative and other . . . . . . . . . . . . . . . . . . . .

(in millions)
$ 412
15
104
76
58
81
32
17
55

$ 401
19
93
72
54
65
29
25
62

$ 416
20
103
78
58
88
35
4
89

Total operating expenses . . . . . . . . . . . . . . . . . . . . . . .

$ 891

$ 850

$ 820

1.0%
33.3%
(1.0)%
2.6%
—
8.6%
9.4%
(76.5)%
61.8%

4.8%

2.7%
(21.1)%
11.8%
5.6%
7.4%
24.6%
10.3%
(32.0)%
(11.3)%

3.7%

Total operating expenses increased $41 million in 2010 compared with 2009 and $30 million in 2009
compared with 2008. The increase in 2010 reflects an increase in operating expenses of $27 million and an
unfavorable impact from foreign exchange of $14 million. The increase in operating expenses of $27 million in
2010 was primarily due to an increase in general, administrative and other expense for charges incurred in
connection with the January 2010 repayment of our senior secured credit facilities in place as of December 31,
2009, partially offset by asset retirements in the third quarter of 2009 related to obsolete technology assets. The
increase in 2009 reflects an increase in operating expenses of $63 million, partially offset by a favorable impact
from foreign exchange of $33 million. The increase in operating expenses of $63 million in 2009 was primarily
due to the inclusion of OMX’s operating expenses for the full twelve-month period in 2009 compared with ten
months in 2008 and the inclusion of NASDAQ OMX PHLX’s operating expenses for the full twelve-month
period in 2009 compared with five months in 2008.

Compensation and benefits expense increased in 2010 compared with 2009 and in 2009 compared with
2008. The increase in 2010 was primarily due to an unfavorable impact from foreign exchange of $7 million and
higher compensation expenses reflecting stronger financial performance, partially offset by a decrease in salary
expense primarily due to the sale of substantially all of our Carpenter Moore insurance agency business and our
Broker Services operations in the United Kingdom in the fourth quarter of 2009. The increase in 2009 was
primarily due to the inclusion of OMX’s compensation and benefits expense for the full twelve-month period in
2009 compared with ten months in 2008 as well as increased compensation and stock based compensation as a
result of other recent acquisitions. Partially offsetting the increase in compensation and benefits expense in 2009
was a decrease in incentive compensation reflecting stronger financial performance in 2008, as well as a
favorable impact from foreign exchange of $15 million. Headcount, including staff employed at consolidated
entities where we have a controlling financial interest, increased to 2,395 employees at December 31, 2010 from
2,235 employees at December 31, 2009. Headcount at December 31, 2008 was 2,506 employees. The increase in
headcount in 2010 compared with 2009 was primarily due to our recent acquisitions of SMARTS and FTEN. The
decrease in headcount in 2009 compared with 2008 was primarily due to a reduction in staffing needs driven by
successful integration efforts associated with our business combination with OMX AB and the acquisition of
PHLX, as well as the sale of substantially all of our Carpenter Moore business and our Broker Services
operations in the United Kingdom as noted above.

Marketing and advertising expense increased in 2010 compared with 2009 and decreased in 2009 compared

with 2008. The increase in 2010 was primarily due to production and media costs of a television advertisement
campaign in 2010, as well as increased advertising on behalf of new issuers. The decrease in 2009 was primarily
due to a reduction in media production and advertising.

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Depreciation and amortization expense decreased slightly in 2010 compared with 2009 and increased in

2009 compared with 2008. The decrease in 2010 was primarily due to the full amortization of a technology
intangible asset in January 2010, partially offset by an unfavorable impact from foreign currency of $2 million.
The increase in 2009 was primarily due to the inclusion of NASDAQ OMX PHLX’s depreciation and
amortization expense for the full twelve-month period in 2009 compared with five months in 2008 and the
inclusion of OMX’s depreciation and amortization expense for the full twelve-month period in 2009 compared
with ten months in 2008, partially offset by a favorable impact from foreign exchange of $5 million.

Professional and contract services expense increased in 2010 compared with 2009 and in 2009 compared
with 2008. The increase in 2010 was primarily due to an unfavorable impact from foreign currency. The increase
in 2009 was primarily due to expenses for consulting work performed on system upgrades, as well as the
inclusion of NASDAQ OMX PHLX’s professional and contract services expense for the full twelve-month
period in 2009 compared with five months in 2008. Partially offsetting these increases were foreign exchange,
which had a favorable impact of $3 million in 2009, and lower costs due to cost savings programs that were put
in place during 2009.

Computer operations and data communications expense remained flat in 2010 compared with 2009 and

increased in 2009 compared with 2008. The increase in 2009 was primarily due to an increase in hardware
maintenance, software leases and network costs to facilitate our recent acquisitions, as well as the inclusion of
OMX’s computer operations and data communications expense for the full twelve-month period in 2009
compared with ten months in 2008, partially offset by a favorable impact from foreign exchange of $2 million.

Occupancy expense increased in 2010 compared with 2009 and in 2009 compared with 2008. The increase

in 2010 was primarily due to an increase in co-location rent related to the build-out of our data centers, a $5
million sublease loss reserve recorded in 2010 due to our decision to vacate space we currently lease in
Philadelphia and San Francisco as well as London and an unfavorable impact from foreign exchange of $1
million. Partially offsetting these increases in 2010 was a $8 million sublease loss reserve recorded in 2009 on
the space we occupy in Stockholm, Sweden, discussed below. The increase in 2009 was primarily due to a charge
incurred as a result of our decision to exercise our option to terminate our lease contract for space we occupy in
Stockholm before its term and our decision to vacate part of the space we occupy in Stockholm, which resulted in
recording an estimated sublease loss reserve of $8 million. In addition, an increase in co-location rent and the
inclusion of NASDAQ OMX PHLX’s occupancy expense for the full twelve-month period in 2009 compared
with five months in 2008 contributed to the increase in 2009. Partially offsetting this increase was foreign
exchange, which had a favorable impact of $2 million for 2009.

Regulatory expense increased in 2010 compared with 2009 and in 2009 compared with 2008. The increase

in 2010 was primarily due to outsourcing the regulation of NASDAQ OMX PHLX to FINRA in 2010. The
increase in 2009 was primarily due to new regulatory fees from FINRA and an expansion of regulatory services
to new markets. FINRA provides regulatory services to The NASDAQ Stock Market, The NASDAQ Options
Market, NASDAQ OMX PHLX, NASDAQ OMX PSX and the markets operated and regulated by NASDAQ
OMX BX, including the regulation of trading activity and surveillance and investigative functions.

Merger and strategic initiatives expense was $4 million in 2010 compared with $17 million for 2009 and
$25 million in 2008. Merger and strategic initiatives expense for 2010 included legal and consulting costs related
to our recent acquisitions of SMARTS and FTEN and costs related to strategic initiatives. Merger expenses for
2009 and 2008 were directly attributable to the business combination with OMX AB and the acquisition of
PHLX, but did not qualify as purchase accounting adjustments. The costs primarily included consulting and legal
costs related to our integration of OMX AB and PHLX. Merger expenses in 2009 also included sales and use tax
exposures which existed on previous acquisitions.

General, administrative and other expense increased in 2010 compared with 2009 and decreased in 2009
compared with 2008. The increase in 2010 was primarily due to charges incurred related to the repayment of our
senior secured credit facilities in place as of December 31, 2009. In January 2010, we recorded a pre-tax charge

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of $40 million, which included the write-off of the remaining unamortized balance of debt issuance costs
incurred in conjunction with our senior secured credit facilities in place as of December 31, 2009 of $28 million,
costs to terminate our float-to-fixed interest rate swaps previously designated as a cash flow hedge of $9 million
and other costs of $3 million. See “Senior Unsecured Notes, Credit Facility and Repayment of Our Senior
Secured Credit Facilities in Place as of December 31, 2009,” of Note 8, “Debt Obligations,” to the consolidated
financial statements for further discussion. In addition, the increase was due to the recognition of pre-tax gains of
$4 million in 2009 on the early extinguishment of debt, net of debt issuance, discussed below. Partially offsetting
these increases in 2010 were asset retirements of $10 million in the third quarter of 2009 related to obsolete
technology assets.

The decrease in general, administrative and other expense in 2009 compared with 2008 was primarily due to

foreign exchange, which had a favorable impact of $6 million, the recognition of pre-tax gains of $4 million in
2009 on the early extinguishment of debt, net of debt issuance and other costs, and an improvement in collections
of bad debts in 2009, partially offset by asset retirements of $10 million in 2009 related to obsolete technology
assets. See “Early Extinguishment of Debt,” of Note 8, “Debt Obligations,” to the consolidated financial
statements for further discussion of the early extinguishment of debt.

Non-operating Income and Expenses

The following table presents our non-operating income and expenses:

2010

Year Ended December 31,
2009
(in millions)
$

2008

Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9
(102)

13
(102)

Net interest expense . . . . . . . . . . . . . . . . . . . . . .
Dividend and investment income . . . . . . . . . . . . . . . .
Loss on divesture of businesses . . . . . . . . . . . . . . . . .
Income (loss) from unconsolidated investees, net
. . .
Loss on sale of investment security . . . . . . . . . . . . . .
Gain on sales of businesses . . . . . . . . . . . . . . . . . . . . .
Debt conversion expense . . . . . . . . . . . . . . . . . . . . . . .
Asset impairment charges . . . . . . . . . . . . . . . . . . . . . .
. . . . . .
Gain (loss) on foreign currency contracts, net

(93)
(3)
(11)
2

—
—
—
—
—

(89)
2

—
(107)
(5)
12
(25)
—
—

Percentage Change

2010 vs. 2009

2009 vs. 2008

35
(97)

(62)
8

—

—
—
—
(42)
(58)

(30.8)%

—

4.5%
#
#
#
#
#
#
#
#

(62.9)%
5.2%

43.5%
(75.0)%
#
#
#
#
#
#
#

Total non-operating income and (expenses) . . . .

$ (105) $

(212) $

(127)

(50.5)%

66.9%

# Denotes a variance equal to or greater than 100.0%.

Interest Income

Interest income decreased in 2010 compared with 2009 and in 2009 compared with 2008. The decrease in

2010 was primarily due to lower average interest rates earned on our short term investments included in cash and
cash equivalents, as well as on financial investments, at fair value in our Consolidated Balance Sheets. The
decrease in 2009 was primarily due to lower interest rates of approximately 2% on our investments in 2009
compared with 2008.

Interest Expense

Interest expense for 2010 was $102 million, and was comprised of $81 million in interest expense, $14
million of non-cash expense associated with accretion of the 2.50% convertible notes and $7 million in non-cash
debt issuance amortization expense. Interest expense remained flat in 2010 compared with 2009 as decreases in

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interest expense due to lower average outstanding debt obligations in 2010 resulting from principal amortization
payments made in 2009 and 2010 and repurchases of our debt during 2009 were offset by increases in interest
expense due to higher average interest rates on our debt obligations.

Interest expense for 2009 was $102 million, and was comprised of $67 million in interest expense, $13

million of non-cash expense associated with accretion of the 2.50% convertible notes, $11 million in non-cash
debt issuance amortization expense and $11 million in other related fees. Interest expense increased in 2009
compared with 2008 primarily due to a full twelve-month period of interest expense in 2009 on our outstanding
debt obligations related to the OMX AB business combination compared with ten months of interest expense in
2008 and additional interest expense due to our increased outstanding debt obligations as a result of the
acquisitions of PHLX and certain businesses of Nord Pool that were completed in the second half of 2008.

Dividend and Investment Income

Dividend and investment income decreased in 2010 compared with 2009 and in 2009 compared with 2008.

The decrease in 2010 was primarily due to a decrease in the fair value of our government debt securities portfolio
as a result of increased rates. The decrease in 2009 was primarily due to a decrease in the dividend per share
received from our available-for-sale investment in the Oslo Børs Exchange, or Oslo, as well as a decrease in the
fair value of our government debt securities portfolio classified as trading investment securities. Lower fair
values were generally related to higher interest rates in 2009 on this portfolio.

Loss on Divestiture of Businesses

The loss on divestiture of businesses of $11 million in 2010 was due to our decision to close the businesses

of both NEURO ($6 million) and Agora-X ($5 million) in the second quarter of 2010.

Income (Loss) from Unconsolidated Investees, net

Net income from unconsolidated investees of $2 million in 2010 was related to our share in the earnings and

losses of our equity method investments. The net loss in 2009 of $107 million was primarily due to impairment
charges related to our investments in NASDAQ Dubai and Agora-X and the sale of our Orc shares. See below for
further discussion. The net income in 2008 of $27 million primarily related to the NASDAQ Dubai transaction in
February 2008. We contributed intangible assets and $50 million in cash to NASDAQ Dubai in exchange for a
33 1/3% equity stake in NASDAQ Dubai. One of the intangible assets contributed was the Nasdaq trade name,
which had a zero carrying value on Nasdaq’s books and records prior to the transfer. As a result, we recognized a
$26 million gain for the difference between Nasdaq’s carrying value and the fair value of the contributed asset on
this non-monetary exchange.

Impairment of NASDAQ Dubai

In December 2009, we agreed to participate in the realignment of the ownership structure of NASDAQ
Dubai. The realignment was completed in May 2010 and at that time, NASDAQ Dubai became a wholly-owned
subsidiary of DFM, a publicly traded company controlled by Borse Dubai. We received a 1% equity interest in
DFM in exchange for our equity interest in NASDAQ Dubai. Our existing technology and trademark licensing
arrangements with Borse Dubai and NASDAQ Dubai remain unchanged.

In connection with the realignment of the ownership structure discussed above, a third-party specialist
determined the fair value of NASDAQ Dubai. Based on this valuation, we determined our carrying value of
NASDAQ Dubai was no longer recoverable and was in fact impaired, and we wrote down our investment to fair
value which resulted in an $82 million pre-tax, non-cash impairment charge for the year ended December 31,
2009.

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At the time of the realignment in May 2010, we recorded a pre-tax, non cash loss of $1 million in income

(loss) from unconsolidated investees, net in the Consolidated Statements of Income, which was based on the
difference between the price of DFM common stock multiplied by the number of shares of DFM acquired and
the carrying value of our investment in NASDAQ Dubai at the time of the exchange.

NASDAQ OMX originally contributed intangible assets and $50 million in cash to NASDAQ Dubai in
exchange for a 33 1/3% equity stake in NASDAQ Dubai in February 2008. At that time, NASDAQ OMX valued
its total NASDAQ Dubai investment at $128 million. Prior to the impairment, the investment had a carrying
value of $120 million.

Impairment of Agora-X

In December 2009, we entered into an agreement to increase our investment in Agora-X from 20% to 85%.
In evaluating the fair value of the total investment, it was determined that our carrying value of Agora-X was no
longer recoverable and was in fact impaired, and we wrote down our investment to fair value which resulted in a
pre-tax, non-cash impairment charge of $5 million.

Sale of Orc Shares

During the second quarter of 2009, we sold our shares in Orc, representing 25.25% of the share capital of
Orc, to a group of Swedish and other international investors for $54 million in cash. As a result of the sale, we
recognized a $19 million loss, which is net of costs directly related to the sale, primarily broker fees.

Loss on Sale of Investment Security

In connection with our business combination with OMX AB, we acquired a long-term available-for-sale

investment in Oslo. During the second quarter of 2009, we made a strategic decision to sell this investment,
demonstrating our intent to no longer hold this investment, and recorded a $5 million loss, which is net of costs
directly related to the sale, primarily broker fees.

In 2008, we recorded a non-cash other-than-temporary impairment charge of $35 million related to this
investment, which was included in asset impairment charges in the Consolidated Statements of Income. See
“Asset Impairment Charges” below for further discussion.

Gain on Sales of Businesses

In October 2009, we sold substantially all of our Carpenter Moore insurance agency business. Certain assets
of the western region direct practice insurance brokerage business were sold to Woodruff-Sawyer & Co. and the
eastern region insurance brokerage business was sold to Aon Risk Services Companies, Inc. In connection with
these sales, we recorded a gain of $7 million.

In November 2009, we sold our Broker Services operations in the United Kingdom to TD Waterhouse and

recorded a gain of $5 million.

Debt Conversion Expense

In the third quarter of 2009, we recorded debt conversion expense of $25 million related to an inducement
for conversion of most of the 3.75% convertible notes into common stock. The $25 million expense included a
cash inducement of $9 million, the present value of the series A convertible preferred stock issued of $15 million,
and debt issuance and other costs of $1 million. See “Conversion of 3.75% Convertible Notes,” of Note 8, “Debt
Obligations,” and “Preferred Stock,” of Note 12, “Stockholders’ Equity,” to the consolidated financial statements
for further discussion.

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Asset Impairment Charges

In 2008, we recorded a non-cash other-than-temporary impairment charge of $35 million related to our
long-term available-for-sale investment security in Oslo. See “Financial Investments,” of Note 2, “Summary of
Significant Accounting Policies,” to the consolidated financial statements for further discussion. We also
recorded a non-cash impairment loss of $7 million in 2008 from the write-down of finite-lived intangibles assets,
primarily related to our insurance agency business. See Note 4, “Goodwill and Purchased Intangible Assets,” to
the consolidated financial statements for further discussion.

Gain (Loss) on Foreign Currency Contracts, net

The loss on foreign currency contracts of $58 million in 2008 primarily related to a forward contract entered

into to hedge the NOK cash payment for the Nord Pool transaction ($72 million) and our market technology
forward currency contracts ($13 million), partially offset by gains on forward contracts entered into to hedge the
foreign currency exposure on our business combination with OMX AB ($27 million).

See Note 15, “Derivative Financial Instruments and Hedging Activities,” to the consolidated financial

statements for further discussion.

Income Taxes

NASDAQ OMX’s income tax provision was $137 million in 2010 compared with $128 million in 2009 and

$198 million in 2008. The overall effective tax rate was 26.0% in 2010, 32.7% in 2009 and 38.6% in 2008. The
lower effective tax rate in 2010 when compared to 2009 was primarily due to the restructuring of certain
NASDAQ OMX subsidiaries. These transactions resulted in one-time reductions in deferred tax liabilities due to
a revised effective tax rate and a one-time tax deduction for a capital loss. The higher effective tax rate in 2009
was primarily due to losses on the sale of our equity method investment and an available-for-sale investment
security, which are not deductible for tax purposes in the local jurisdiction where these investments were held.
The lower effective tax rate in 2009 when compared with 2008 was primarily due to reductions in valuation
allowances associated with certain deferred tax assets, and reductions in current year taxes in jurisdictions
outside the U.S. Offsetting these decreases is the debt conversion expense, which is not deductible for U.S. tax
purposes. The higher effective tax rate in 2008 was primarily due to the other-than-temporary impairment loss of
$35 million on a long-term available-for-sale investment security, which is not deductible for tax purposes.

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
consolidated financial statements. Interest and/or penalties related to income tax matters are recognized in
income tax expense.

NASDAQ OMX and its eligible subsidiaries file a consolidated U.S. federal income tax return and

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benefits as of December 31, 2009, such payment does not affect our 2010 effective tax rate. The outcome of
these audits did not have a material impact on our financial position or results of operations. We anticipate that
the amount of unrecognized tax benefits at December 31, 2010 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 in which such authority

challenges certain interest expense deductions claimed by NASDAQ OMX in Finland for the years 2009 and
2008. NASDAQ OMX’s tax return position with respect to this deduction was previously reviewed and approved
by the Finnish Tax Authority. The appeal also demands certain penalties be paid with regards to such tax return
filing position. If the Finnish Tax Authority prevails in their challenge, additional tax and penalties for such years
would total approximately $10 million. We expect the Finnish Tax Authority to agree with our position once its
review is completed and, as such, it is unlikely NASDSAQ OMX will be assessed any additional tax and
penalties. Through December 31, 2010, we have recorded the tax benefits associated with such filing position.

In June 2009, NASDAQ OMX filed an application for an advance tax ruling with the Swedish Tax Council
for Advance Tax Rulings. The application was filed to confirm whether certain interest expense is deductible for
Swedish tax purposes under legislation that became effective on January 1, 2009. In June 2010, we received a
favorable response from the Swedish Tax Council for Advance Tax Rulings in which all members of the Council
agreed that such interest expense is deductible for Swedish tax purposes. The Swedish Tax Agency has recently
appealed such ruling to the Swedish Supreme Administrative Court. We expect the Swedish Supreme
Administrative Court to agree with the ruling from the Swedish Tax Council for Advance Tax Rulings. For the
year ended December 31, 2010, we recorded a tax benefit of $18 million, or $0.09 per diluted share, related to
this matter. Since January 1, 2009, we have recorded a tax benefit of $37 million, or $0.18 per diluted share,
related to this matter.

Net (Income) Loss Attributable to Noncontrolling Interests

Net loss attributable to noncontrolling interests was $6 million in 2010 compared to a net loss of $3 million
in 2009 and net income of $1 million in 2008. The 2010 and 2009 amounts primarily reflect losses attributable to
noncontrolling interests in IDCG. The 2008 noncontrolling interests amount primarily represents 1.2% of OMX
income for the period February 27, 2008 to August 27, 2008 (the effective date of the purchase of the remaining
minority OMX AB shares).

Liquidity and Capital Resources

While 2010 was still a challenging economic environment, global market and economic conditions appear to

have rebounded from adverse levels experienced during 2009, and this recovery has reinvigorated financial
markets. Many lenders and institutional investors have re-established their lending practices and are now able to
provide increased funding to borrowers, which has resulted in improved access to credit and positive liquidity
growth. Our cost and availability of funding remain healthy and we expect to be positively impacted by
continued improvements in the credit markets as we expect to be able to obtain improved terms should we seek
either new debt financing or refinancing of our existing obligations.

In January 2010, NASDAQ OMX refinanced its existing credit facilities by issuing $1 billion of senior

unsecured notes, or the Notes, and entering into a $950 million senior unsecured three-year credit facility. The
new credit facility provides for an unfunded $250 million revolving credit commitment (including a swingline
facility and letter of credit facility), a $350 million funded Tranche A term loan, or the Term Loan A, and a $350
million funded Tranche X term loan, or the Term Loan X and, together with the Term Loan A, the Term Loans.
The Notes were issued at a discount. As a result of the discount, the proceeds received from the issuance were
less than the aggregate principal amounts. NASDAQ OMX applied the net proceeds of $996 million from the

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Notes, the $700 million funded Term Loans and cash on hand to repay all amounts outstanding under our senior
secured credit facilities in place as of December 31, 2009 and related fees. As a result, NASDAQ OMX
terminated the associated credit agreement.

In December 2010, we entered into a $400 million senior unsecured bridge facility, of which proceeds of
$370 million were utilized to partially finance the purchase of 22,781,000 shares of our outstanding common
stock from Borse Dubai. See “Share Repurchase from Borse Dubai,” of Note 12, “NASDAQ OMX
Stockholders’ Equity,” to the consolidated financial statements for further discussion of our share repurchase
from Borse Dubai. In December 2010, we also issued $370 million of 5.25% senior unsecured notes, or the 2018
Notes. The 2018 Notes were issued at a discount and pay interest semiannually at a rate of 5.25% per annum
until January 16, 2018. As a result of the discount, the proceeds received from the issuance were less than the
aggregate principal amount. NASDAQ OMX applied the net proceeds of $367 million from the 2018 Notes and
cash on hand of $3 million to repay all amounts outstanding under our bridge facility and terminated the bridge
facility as of December 31, 2010.

Excluding the bridge facility, which was repaid with the net proceeds from the 2018 Notes, net proceeds

from debt obligations were $2.1 billion in 2010.

See “Senior Unsecured Notes, Credit Facility and Repayment of Our Senior Secured Credit Facilities in
Place as of December 31, 2009,” “Bridge Facility,” and “5.25% Senior Unsecured Notes,” of Note 8, “Debt
Obligations,” to the consolidated financial statements for further discussion.

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 in the capital markets and by issuing debt
obligations. In addition to these cash sources, we have a $250 million revolving credit commitment (including a
swingline facility and letter of credit facility) under our credit facility to borrow funds.

In the near term, we expect that our operations will provide sufficient cash to fund our operating expenses,
capital expenditures, and interest payments on our debt obligations. Working capital (calculated as current assets
less current liabilities) was $279 million at December 31, 2010, compared with $516 million at December 31,
2009, a decrease of $237 million. As of December 31, 2010, our cash and cash equivalents of $315 million were
primarily invested in money market funds. In the long-term, we may use both internally generated funds and
external sources to satisfy our debt and other long-term liabilities.

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

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 applicable to our floating rate loans 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.

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The following sections discuss the effects of changes in our cash and cash equivalents and cash flows,
indebtedness, contractual obligations and contingent commitments and derivative clearing and broker-dealer net
capital requirements on our liquidity and capital resources.

Cash and Cash Equivalents and Changes in Cash Flows

Cash and cash equivalents include cash in banks and all non-restricted highly liquid investments with

original maturities of three months 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. Restricted cash, which was $60 million as of December 31, 2010 and
$30 million as of December 31, 2009, is not available for general use by us due to regulatory and other
requirements and is classified as restricted cash in the Consolidated Balance Sheets. As of December 31, 2010
and December 31, 2009, current restricted cash primarily includes cash held for regulatory purposes at NASDAQ
OMX Nordic. In addition, as of December 31, 2010, restricted cash also includes cash held in customer margin
accounts at IDCG and NOCC. Non-current restricted cash was $105 million at December 31, 2010 and $80
million at December 31, 2009, an increase of $25 million. As of December 31, 2010 and 2009, non-current
restricted cash includes a deposit in the guaranty fund of IDCG of $80 million. In addition, as of December 31,
2010, non-current restricted cash includes $25 million segregated for NOCC to improve its liquidity position and
is not available for general use. These amounts are classified as non-current restricted cash in the Consolidated
Balance Sheets.

The following tables summarize our cash and cash equivalents and changes in cash flows:

Cash and cash equivalents(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(in millions)
315

594

(47.0)%

(1) Cash and cash equivalents exclude restricted cash which is not available for general use by us due to

regulatory and other requirements.

December 31,
2010

December 31,
2009

Percentage
Change

Cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of exchange rate changes on cash and cash equivalents . . . . . .

$ 440
(118)
(595)
(6)

$ 582
(53)
(336)
27

(24.4)%
#
77.1%
#

Year Ended December 31,

2010

2009

Percentage Change

(in millions)

# Denotes a variance greater than 100.0%.

Cash and Cash Equivalents

Cash and cash equivalents decreased $279 million from December 31, 2009 primarily due to cash used in

financing activities and investing activities, partially offset by cash provided by operating activities.

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Changes in Cash Flows

Cash Provided by Operating Activities

The following items impacted our cash provided by operating activities for the year ended December 31,

2010:

• Net income of $389 million, plus:

• Non-cash items of $172 million comprised primarily of $103 million of depreciation and

amortization expense, $37 million for charges related to debt refinancing (including $28 million for
the write-off of the remaining unamortized balance of debt issuance costs incurred in conjunction
with our senior secured credit facilities in place as of December 31, 2009 and $9 million in costs to
terminate our float-to-fixed interest rate swaps previously designated as a cash flow hedge), $33
million of share-based compensation expense, $14 million related to accretion of our 2.50%
convertible senior notes, $11 million for loss on divestiture of businesses and asset retirements and
impairment charges of $6 million, partially offset by deferred taxes, net of $35 million.

Partially offset by an:

•

Increase in other assets of $79 million primarily related to a prepaid expense for a data center lease of
$32 million, an increase in non-current restricted cash related to $25 million segregated for NOCC to
improve its liquidity position and an increase of $30 million in current restricted cash which relates to
cash held on customer margin accounts at IDCG and NOCC, as well as increases related to regulatory
requirements within NASDAQ OMX Nordic.

• Decrease in Section 31 fees payable to SEC of $55 million primarily due to the timing of payments,

which are made twice a year in September and March, as well as lower fee rates.

The following items impacted our cash provided by operating activities for the year ended December 31,

2009:

• Net income of $263 million, plus:

• Non-cash items of $271 million comprised primarily of loss from unconsolidated investees, net of
$107 million, depreciation and amortization of $104 million, share-based compensation of $35
million, debt conversion expense of $25 million, accretion of 2.50% convertible senior notes of $13
million and asset retirements and impairment charges of $13 million, partially offset by gain on
sales of businesses of $12 million and deferred taxes, net of $10 million.

• Decrease in other assets of $130 million primarily due to a decrease in restricted cash as a result of
the release of NASDAQ OMX Commodities clearing capital due to changes in our clearing capital
model.

•

Increase in Section 31 fees payable to SEC of $88 million due to higher Section 31 fees as a result
of rate increases.

• Decrease in receivables, net of $33 million primarily due to decreases in our transaction services
trade receivables reflecting increased tape rebates, which are netted against our tape revenue
billings.

•

Partially offset by a:

• Decrease in accounts payable and accrued expenses of $125 million primarily due to lower rebates
as a result of decreased trading activity, as well as the wind-down of activities at Carpenter Moore
and our Broker Services operations in the United Kingdom, which were sold in the fourth quarter of
2009.

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• Decrease in accrued personnel costs of $41 million primarily due to a decrease in our incentive

compensation accrual reflecting stronger financial performance in 2008, as well as a reduction in the
number of employees in 2009.

• Decrease in other current liabilities of $37 million primarily due to decreases in accrued taxes as a

result of payments made.

We expect that cash provided by operating activities may fluctuate in future periods as a result of a number

of factors, including fluctuations in our operating results, accounts receivable collections, share-based
compensation and the timing and amount of other payments that we make.

Cash Used in Investing Activities

Cash used in investing activities for the year ended December 31, 2010 is primarily due to purchases of

trading securities, cash used for acquisitions, and purchases of property and equipment, partially offset by
proceeds from sales and redemptions of trading securities. In 2009, cash used in investing activities primarily
related to cash used in connection with the purchase of trading securities, as well as purchases of property and
equipment. Partially offsetting cash used in 2009 was cash received from sales and redemptions of trading
securities and our available-for-sale investment in Oslo, as well as cash received from the sale of our 25.25%
equity method investment in Orc.

Cash Used in Financing Activities

Cash used in financing activities in 2010 primarily consisted of the repayment of debt obligations of $2.2
billion consisting of the repayment of our senior secured credit facilities in place as of December 31, 2009 of
$1.7 billion, repayment of our bridge facility of $370 million, repayment of $130 million on our Term Loans,
including optional payments totaling $60 million made in the second and third quarters of 2010, and a $16
million payment related to the payoff of our subordinated debt obligation assumed in the acquisition of Nord
Pool’s derivatives clearing and consulting subsidiaries. We also utilized $797 million of cash in connection with
our share repurchase program, which includes our stock repurchase from Borse Dubai. These decreases were
partially offset by the net proceeds from debt obligations of $2.4 billion, as discussed above.

See “Indebtedness” below for further discussion of our debt obligations. See “Share Repurchase from Borse

Dubai,” and “Share Repurchase Program,” of Note 12, “NASDAQ OMX Stockholders’ Equity,” to the
consolidated financial statements for further discussion of our share repurchase program.

Cash used in financing activities for 2009 consisted of $225 million in principal payments made on our
senior secured term loan facilities in place as of December 31, 2009 and a $71 million payment to repay in full
the vendor note issued to the previous owners of Nord Pool in connection with the acquisition of certain
businesses of Nord Pool. In addition, we repurchased $47 million principal amount of our 2.50% convertible
senior notes for a cash payment of $40 million and recognized a pre-tax gain of $4 million, net of debt issuance
and other costs, and made a $4 million payment on our other credit facilities in 2009. We also made a $9 million
payment in connection with an inducement for the conversion of our 3.75% convertible notes. For further
discussion of the $9 million inducement payment, see Note 8, “Debt Obligations,” and “Preferred Stock,” of
Note 12, “Stockholders’ Equity,” to the consolidated financial statements.

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Indebtedness

The following table summarizes our debt obligations by contractual maturity:

Maturity Date

December 31,
2010

December 31,
2009

3.75% convertible notes (net of discount)(1) . . . . . . . . . . . . . . . . . . . October 2012
January 2013
$700 million senior unsecured term loan facility(2)
August 2013
2.50% convertible senior notes
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
January 2015
4.00% senior unsecured notes (net of discount) . . . . . . . . . . . . . . . .
January 2018
5.25% senior unsecured notes (net of discount) . . . . . . . . . . . . . . . .
January 2020
5.55% senior unsecured notes (net of discount) . . . . . . . . . . . . . . . .
Repaid May
6.25% subordinated debt assumed from the acquisition of Nord
2010
Repaid January
2010

$2,000 million senior secured term loan facility . . . . . . . . . . . . . . . .

Pool’s derivatives clearing and consulting subsidiaries . . . . . . . .

Total debt obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(in millions)
—
570
388
398
367
598

—

2,321
(140)

—
—
374
—
—
—

1,700

2,092
(225)

Total long-term debt obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,181

1,867

(1) As of December 31, 2010 and December 31, 2009, approximately $0.5 million aggregate principal amount

(2)

of the 3.75% convertible notes remained outstanding.
In addition to our scheduled $70 million quarterly payments, we made optional payments totaling $60
million of principal on our Term Loans during the second and third quarters of 2010.

Senior Unsecured Notes, Credit Facility and Repayment of Our Senior Secured Credit Facilities in Place as of
December 31, 2009

As discussed above and in Note 8, “Debt Obligations,” to the consolidated financial statements, in January

2010 NASDAQ OMX issued $1 billion of Notes and entered into a $950 million senior unsecured three-year
credit facility. The credit facility provides for an unfunded $250 million revolving credit commitment (including
a swingline facility and letter of credit facility) and $700 million of funded Term Loans. NASDAQ OMX applied
the net proceeds from the Notes, the $700 million funded Term Loans and cash on hand to repay all amounts
outstanding under our senior secured credit facilities in place as of December 31, 2009 and related fees. As a
result, NASDAQ OMX terminated the associated credit agreement.

The senior unsecured credit facility contains financial and operating covenants. Financial covenants include

an interest expense coverage ratio and a maximum leverage ratio. The interest expense coverage ratio requires
NASDAQ OMX to maintain a minimum ratio of adjusted earnings before interest, taxes, depreciation and
amortization (as defined by the credit agreement) to cash interest expense (as defined by the credit agreement) of
4.0 to 1.0. The maximum leverage ratio of debt (excluding up to $100 million of short term borrowings in
connection with regulatory requirements) to adjusted earnings before interest, taxes, depreciation and
amortization (as defined by the credit agreement), is initially set at 3.5 to 1.0, stepping down to 3.25 to 1.0
beginning January 2012. Operating covenants include limitations on NASDAQ OMX’s ability to incur additional
indebtedness, grant liens on assets, enter into affiliate transactions and pay dividends.

The 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 OMX is permitted to repay borrowings under the credit facility at any time in whole or in part,

without penalty. We also are required to repay loans outstanding under the credit facility with net cash proceeds

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from sales of property and assets of NASDAQ OMX 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.

Bridge Facility

As discussed above and in Note 8, “Debt Obligations,” to the consolidated financial statements, in

December 2010, NASDAQ OMX entered into a $400 million senior unsecured bridge facility of which proceeds
of $370 million were utilized to partially finance the purchase of our stock from Borse Dubai. We applied the net
proceeds from the issuance of our 2018 notes, discussed below, and cash on hand to repay all amounts
outstanding under the bridge facility and terminated the bridge facility as of December 31, 2010.

5.25% Senior Unsecured Notes

In December 2010, NASDAQ OMX issued $370 million of 5.25% senior unsecured notes due 2018, at a

discount. The net proceeds were $367 million. The 2018 Notes pay interest semiannually at a rate of 5.25% per
annum until January 16, 2018.We applied the net proceeds from the 2018 Notes of $367 million and cash on
hand of $3 million to repay all amounts outstanding under our bridge facility, as discussed above, as well as
related fees.

Other Credit Facilities

In addition to the $250 million revolving credit commitment discussed above, we also have other credit

facilities related to our clearinghouses in order to meet liquidity and regulatory requirements. These credit
facilities, which are available in multiple currencies, primarily Swedish Krona and U.S. dollar, totaled $440
million ($196 million in available liquidity and $244 million to satisfy regulatory requirements), none of which
was utilized at December 31, 2010. At December 31, 2009, these credit facilities totaled $417 million ($185
million in available liquidity and $232 million to satisfy regulatory requirements), none of which was utilized.

Debt Covenants

At December 31, 2010, we were in compliance with the covenants of all of our debt obligations.

Debt Obligations by Contract Maturity

See “Contractual Obligations and Contingent Commitments” below for our debt obligations by contract

maturity, which includes both principal and interest obligations. See Note 8, “Debt Obligations,” to the
consolidated financial statements for further discussion of our debt obligations.

Derivative Clearing and Broker-Dealer Net Capital Requirements

Derivative Clearing Operations Regulatory Capital Requirements

We are required to maintain minimum levels of regulatory capital for our clearing operations for NASDAQ

OMX Stockholm, NASDAQ OMX Commodities and IDCG. The level of regulatory capital required to be
maintained is dependent upon many factors, including market conditions and creditworthiness of the
counterparty. At December 31, 2010, we were required to maintain regulatory capital of $273 million which is
comprised of:

•

$3 million of restricted cash;

$80 million of non-current restricted cash; and

$190 million primarily in Swedish government debt securities. These securities are included in financial
investments, at fair value in the Consolidated Balance Sheets as of December 31, 2010.

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In addition, we have available credit facilities of $244 million which can be utilized to satisfy our regulatory

capital requirements.

Broker-Dealer Net Capital Requirements

Our broker-dealer subsidiaries, Nasdaq Execution Services and NASDAQ Options Services, 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 December 31, 2010, Nasdaq
Execution Services was required to maintain minimum net capital of $0.3 million and had total net capital of
approximately $8.1 million, or $7.8 million in excess of the minimum amount required. At December 31, 2010,
NASDAQ Options Services also was required to maintain minimum net capital of $0.3 million and had total net
capital of approximately $5.4 million, or $5.1 million in excess of the minimum amount required.

Other Capital Requirements

NASDAQ Options Services also is required to maintain a $2.0 million minimum level of net capital under

our clearing arrangement with OCC.

Non-GAAP Financial Measures

In addition to disclosing results determined in accordance with GAAP, we have also provided non-GAAP

net income attributable to NASDAQ OMX and non-GAAP diluted earnings per share. Management uses this
non-GAAP information internally, along with 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 historical operating performance. These measures are not in accordance with, or
an alternative to, 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 GAAP financial measures included in this Annual Report on Form 10-K, including our consolidated financial
statements and the notes thereto. When viewed in conjunction with our 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 GAAP measures alone. Our management uses these
measures to evaluate operating performance and management decisions made during the reporting period by
excluding certain items that we believe have less significance on, or do not impact, the day-to-day performance
of our business. 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 OMX 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 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 OMX for the periods presented
below is calculated by adding net income attributable to NASDAQ OMX and various non-recurring, infrequent
or other charges that are not routine operating expenses, and their related income tax effects. We do not believe
these items are representative of our future operating performance since these charges were not consistent with
our historical and normal operating performance.

Non-GAAP adjustments for the year ended December 31, 2010 primarily related to the following:

(i) debt related charges associated with the repayment of our senior secured credit facilities in place as of

December 31, 2009, (ii) loss on divestiture of businesses due to our decision to close the businesses of both
NEURO and Agora-X in the second quarter of 2010, (iii) asset retirement charges primarily related to obsolete

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technology, (iv) workforce reduction costs, (v) sublease loss reserve charge recorded on the space we occupy in
Philadelphia, San Francisco and London due to our decision to vacate this space, (vi) merger and strategic
initiatives costs, primarily legal and consulting, related to our recent acquisitions of SMARTS and FTEN, as well
as costs related to other strategic initiatives, (vii) adjustment to the income tax provision to reflect these
non-GAAP adjustments, and (viii) non-recurring tax items, net primarily due to the permanent tax effect of the
restructuring of certain NASDAQ OMX subsidiaries. This resulted in a one-time reduction in deferred tax
liabilities due to a revised effective tax rate and a one-time tax deduction for a capital loss.

Non-GAAP adjustments for the year ended December 31, 2009 primarily related to the following:

(i) debt conversion expense related to an inducement for conversion of most of our 3.75% convertible notes

into common stock, (ii) gain on early extinguishment of a portion of our 2.50% convertible senior notes, net of
costs, (iii) impairment charges related to our investments in NASDAQ Dubai and Agora-X, as well as the sale of
our Orc shares, (iv) asset retirement charges primarily related to obsolete technology, (v) loss on the sale of our
available-for-sale investment security in Oslo, (vi) gain on the sale of substantially all of our Carpenter Moore
insurance agency business and a gain on the sale of our Broker Services operations in the United Kingdom,
(vii) workforce reduction costs, (viii) sublease loss reserve charge recorded as a result of our decision to exercise
our option to terminate our lease contract for space we occupy in Stockholm before its term and our decision to
vacate part of this space, (ix) merger and strategic initiatives costs, directly attributable to the business
combination with OMX AB and the acquisition of PHLX, which did not qualify as purchase accounting
adjustments, (x) adjustment to the income tax provision to reflect these non-GAAP adjustments,
(xi) non-recurring tax items, net primarily due to reductions in 2008 U.S. tax liabilities based on recent tax return
filings and reductions in U.S. tax liabilities for years which are no longer subject to examination, and (xii) other.

Non-GAAP adjustments for the year ended December 31, 2008 primarily related to the following:

(i) asset impairment charges related to a non-cash other-than-temporary impairment charge on our long-term
available-for-sale investment security in Oslo and a non-cash impairment loss from the write-down of finite-lived
intangible assets, primarily related to our Carpenter Moore insurance agency business, (ii) net loss on foreign
currency contracts primarily related to our foreign currency forward contracts used to economically hedge our
exposure related to our business combination with OMX AB and the Nord Pool transaction, (iii) a non-recurring
gain on the contribution of the Nasdaq trade name in the transaction with NASDAQ Dubai, (iv) workforce
reduction costs, (v) merger and strategic initiatives costs, directly attributable to the business combination with
OMX AB and the acquisition of PHLX, which did not qualify as purchase accounting adjustments,
(vi) adjustment to the income tax provision to reflect these non-GAAP adjustments, and (vii) other.

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The following table represents reconciliations between GAAP net income and diluted earnings per share and

non-GAAP net income and diluted earnings per share:

Year Ended
December 31, 2010

Year Ended
December 31, 2009

Year Ended
December 31, 2008

Net
Income

Diluted
Earnings Per
Share

Net
Income

Diluted
Earnings Per
Share

Net
Income

Diluted
Earnings Per
Share

(in millions, except per share amounts)

GAAP net income and diluted

earnings per share attributable to
NASDAQ OMX . . . . . . . . . . . . . . . . .
Non-GAAP adjustments:
Debt repayment . . . . . . . . . . . . . . . . . .
Debt conversion expense . . . . . . . . . . .
Gain on early extinguishment of debt .
Impairment of NASDAQ Dubai . . . . .
Impairment of Agora-X . . . . . . . . . . . .
Sale of Orc shares . . . . . . . . . . . . . . . .
Loss on divestiture of businesses . . . .
Asset retirements . . . . . . . . . . . . . . . . .
Loss on sale of investment security . .
Gain on sale of businesses . . . . . . . . . .
Asset impairment charges . . . . . . . . . .
Net loss on foreign currency

contracts . . . . . . . . . . . . . . . . . . . . .

Gain on our transaction with

NASDAQ Dubai . . . . . . . . . . . . . . .
Workforce reductions . . . . . . . . . . . . .
Sublease reserves . . . . . . . . . . . . . . . . .
Merger and strategic initiatives . . . . . .
Adjustment to the income tax

provision to reflect non-GAAP
adjustments(1) . . . . . . . . . . . . . . . . . .
Non-recurring tax items, net . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . .

Total non-GAAP adjustments,

395 $

1.91 $

266 $

1.25 $

314 $

40
—
—
—
—
—
11
2
—
—
—

—

9
5
4

0.20
—
—
—
—
—
0.05
0.01
—
—
—

—
25
(4)
82
5
19
—
13
5
(12)
—

—
—
0.12
—
(0.02) —
—
0.38
—
0.02
—
0.09
—
—
—
0.06
0.02
—
(0.06) —
42

—

—
0.04
0.03
0.02

—
15
8
17

—
0.07
0.04
0.08

(26)
2

—
25

(28)
(32)
5

(0.14)
(0.15)
0.02

(47)
(8)
5

(17)

(0.21)
(0.04) —
0.02

1.55

—
—
—
—
—
—
—
—
—
—
0.21

0.28

(0.13)
0.01
—
0.12

(0.08)
—
0.01

net of tax . . . . . . . . . . . . . . . . .

0.08

123

0.57

0.42

Non-GAAP net income and diluted
earnings per share attributable to
NASDAQ OMX . . . . . . . . . . . . . . . . .

Denominator for diluted earnings per

share . . . . . . . . . . . . . . . . . . . . . . . . . .

411 $

1.99 $

389 $

1.82 $

400 $

1.97

206,514,655

214,537,907

204,514,862

(1) We determine the tax effect of each item based on the tax rules in the respective jurisdiction where the

transaction occurred. The foreign currency revaluation has no associated tax impact.

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Contractual Obligations and Contingent Commitments

NASDAQ OMX 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 December 31, 2010:

Contractual Obligations

Total

Less than 1 year

1-3 years

3-5 years More than 5 years

Debt obligations by contract maturity (See Note

8, “Debt Obligations”)(1)

. . . . . . . . . . . . . . . . .

$2,947

$222

$1,026

$530

$1,169

Minimum rental commitments under

(in millions)

Payments Due by Period

non-cancelable operating leases, net(2)

. . . . . .
. . . . . . . . . . . . . . . . . . . . . . .

Other obligations(3)

515
25

82
3

137
22

108
—

188
—

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$3,487

$307

$1,185

$638

$1,357

(1) Our debt obligations include both principal and interest obligations. A weighted-average interest rate of

2.41% at December 31, 2010 was used to compute the amount of the contractual obligations for interest on
our Term Loans. All other debt obligations were calculated on a 360-day basis at the contractual fixed rate
multiplied by the aggregate principal amount at December 31, 2010.

(2) We lease some of our office space and equipment under non-cancelable operating leases with third parties

(3)

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.
In connection with our acquisitions of FTEN and SMARTS, we entered into escrow agreements to secure
the payment of post-closing adjustments and other closing conditions. At December 31, 2010, these
agreements provide for future payments of $25 million.

Off-Balance Sheet Arrangements

Collateral Received for Clearing Operations, Guarantees Issued and Credit Facilities Available

Collateral Received for Clearing Operations

Through our clearing operations in the derivatives markets with NASDAQ OMX Commodities, NASDAQ
OMX Stockholm and IDCG, as well as riskless principal trading at NOCC and the resale and repurchase market
with NASDAQ OMX Stockholm, we are the legal counterparty for each position traded and thereby guarantee
the fulfillment of each contract. We also act as the counterparty for certain trades on OTC derivative contracts.
The derivatives are not used by us for the purpose of trading on our own behalf and the resale and repurchase
agreements are not used by us for financing purposes. The structure and operations of NASDAQ OMX
Commodities and NASDAQ OMX Stockholm differ from other clearinghouses. See “Derivative Positions, at
Fair Value,” of Note 14, “Fair Value of Financial Investments,” for further discussion. As a legal counterparty of
each transaction, we bear the counterparty risk between the purchaser and seller in the contract. The counterparty
risks are measured using models that are agreed to with the Financial Supervisory Authority of the application
country, which requires us to provide minimum guarantees and maintain certain levels of regulatory capital.

We require our customers and clearing members to pledge collateral and meet certain minimum financial
standards to mitigate the risk if they become unable to satisfy their obligations. Total customer pledged collateral
with NASDAQ OMX Commodities and NASDAQ OMX Stockholm was $8.7 billion at December 31, 2010 and
$6.1 billion at December 31, 2009. This pledged collateral is held by a third-party custodian bank for the benefit
of the clearing members and is accessible by NASDAQ OMX in the event of default. Since these funds are not
held by NASDAQ OMX Commodities or NASDAQ OMX Stockholm and they are not available for our use, we
do not receive any interest income on these funds.

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We also require market participants at IDCG and NOCC to meet certain minimum financial standards to
mitigate the risk if they become unable to satisfy their obligations and to provide collateral to cover the daily
margin call. Customer pledged cash collateral held by IDCG and NOCC, which was $15 million at December 31,
2010, is included in restricted cash with an offsetting liability included in other current liabilities in the
Consolidated Balance Sheets, as the risks and rewards of collateral ownership, including interest income, belongs
to IDCG and NOCC. Clearing member pledged cash collateral, included in IDCG’s guaranty fund, was $8
million at December 31, 2010. This cash is included in non-current restricted cash with an offsetting liability
included in other liabilities in the Consolidated Balance Sheets, as the risks and rewards of collateral ownership,
including interest income, belongs to IDCG.

Through our clearing operations in the resale and repurchase markets with NASDAQ OMX Stockholm,
pledged collateral which is transferred through NASDAQ OMX Stockholm at initiation of the bilateral contract
between the two clearing member counterparties, primarily consists of Swedish government debt securities. In
addition, market participants must meet certain minimum financial standards to mitigate the risk if they become
unable to satisfy their obligations. In the event that one of the members cannot fulfill its obligation to deliver or
receive the underlying security at the agreed upon price, NASDAQ OMX Stockholm is required to buy or sell the
security in the open market to fulfill its obligation. In order to protect itself against a price movement in the value
of the underlying security, or price risk, NASDAQ OMX Stockholm requires all members to provide additional
margin as needed, which is valued on a daily basis and is maintained at a third-party custodian bank for the
benefit of the clearing members and is accessible by NASDAQ OMX Stockholm in the event of default.

Guarantees Issued and Credit Facilities Available

In addition to the collateral pledged by market participants discussed above, we have obtained financial

guarantees and credit facilities which are guaranteed by us through counter indemnities, to provide further
liquidity and default protection. At December 31, 2010, financial guarantees issued to us totaled $5 million.
Credit facilities, which are available in multiple currencies, primarily Swedish Krona and U.S. dollar, totaled
$440 million ($196 million in available liquidity and $244 million to satisfy regulatory requirements), none of
which was utilized at December 31, 2010. At December 31, 2009, these facilities totaled $417 million ($185
million in available liquidity and $232 million to satisfy regulatory requirements), none of which was utilized.

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 Consolidated Balance Sheets for these arrangements.

Leases

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.

Other Guarantees

We have provided other guarantees as of December 31, 2010 of $18 million, primarily related to obligations

for our rental and leasing contracts. In addition, for certain Market Technology contracts, we have performance
guarantees of $6 million related to the delivery of software technology and support services. We have received
financial guarantees from various financial institutions to support these guarantees. These guarantees totaled $35
million at December 31, 2009.

We have also provided a $25 million guarantee to our wholly-owned subsidiary, NOCC, to cover losses

associated with customer defaults, net of any collateral posted against such losses.

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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 Consolidated Balance Sheets for the above guarantees.

Brokerage Activities

Nasdaq Execution Services and NASDAQ Options Services provide guarantees to securities clearinghouses

and exchanges under their standard membership agreements, which require members to guarantee the
performance of other members. If a member becomes unable to satisfy its obligations to the clearinghouses, 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’ and NASDAQ Options Services’ maximum potential liability under these
arrangements cannot be quantified. However, we believe that the potential for Nasdaq Execution Services and
NASDAQ Options Services to be required to make payments under these arrangements is unlikely. Accordingly,
no contingent liability is recorded in the Consolidated Balance Sheets for these arrangements.

Quantitative and Qualitative Disclosures About Market Risk

As a result of our operating and financing activities, we are exposed to market risks such as interest rate

risk, foreign currency exchange rate risk, equity risk and credit risk.

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 that market risk exposures may have. 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

The following table summarizes our significant exposure to interest rate risk on our financial assets and

liabilities as of December 31, 2010:

Floating rate positions(3)
Fixed rate positions(4)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Financial
Assets

Financial
Liabilities(1)

Negative impact of a
100 bp adverse shift
in interest rate(2)

480
220

700

(in millions)
570
1,798

2,368

1
2

(1) Represents total contractual debt obligations.
(2) Annualized impact of a 100 basis point parallel adverse shift in the yield curve.
(3)

(4)

Includes floating rate and fixed interest rates with a maturity or reset date due within 12 months.
Financial assets primarily consist of Swedish government debt securities, which are classified as trading
investment securities, with an average duration of 1.60 years.

We are exposed to cash flow risk on floating rate positions, which totaled $480 million at December 31,
2010. When interest rates on financial assets of floating rate positions decrease, net interest income decreases.
When interest rates on financial liabilities of floating rate positions increase, net interest expense increases.
Based on December 31, 2010 positions, each 1.0% change in interest rates on our net floating rate positions
would impact annual pre-tax income negatively by $1 million in total as reflected in the table above.

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We are exposed to price risk on our fixed rate financial investments, which totaled $220 million at
December 31, 2010. At December 31, 2010, these fixed rate positions have an average outstanding maturity or
reset date falling in more than one year. A shift of 1.0% of the interest rate curve would in aggregate impact the
fair value of these positions by approximately $4 million. The average duration of the portfolio was 1.60 years.
The net effect of such a yield curve shift, taking into account the change in fair value and the increase in interest
income, would impact annual pre-tax income negatively by $2 million.

Foreign Currency Exchange Rate Risk

As an international company, we are subject to currency translation risk. For the year ended December 31,

2010, approximately 33.9% of our revenues less transaction rebates, brokerage, clearance and exchange fees and
26.4% of our operating income were derived in currencies other than the U.S. dollar, primarily the Swedish
Krona, Euro, Norwegian Krone and Danish Krone. For the year ended December 31, 2009, approximately 34.5%
of our revenues less transaction rebates, brokerage, clearance and exchange fees and 21.2% of our operating
income were derived in currencies other than the U.S. dollar, primarily the Swedish Krona, Euro and Norwegian
Krone. The increase in the percentage of our operating income in currencies other than the U.S. dollar was
primarily due to an increase in U.S. dollar operating expenses. In January 2010, we recorded a pre-tax charge of
$40 million, which included the write-off of the remaining unamortized balance of debt issuance costs incurred
in conjunction with our senior secured credit facilities in place as of December 31, 2009 of $28 million, costs to
terminate our float-to-fixed interest rate swaps previously designated as a cash flow hedge of $9 million and
other costs of $3 million.

Our primary exposure to foreign denominated revenues less transaction rebates, brokerage, clearance and
exchange fees and operating income for the year ended December 31, 2010 is presented in the following table:

Average foreign currency rate to the U.S. dollar in

2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

0.1391

1.3272

0.1657

0.1782

Swedish
Krona

Euro

Norwegian
Krone

Danish
Krone

Other Foreign
Currencies

(in millions, except currency rate)

Percentage of revenues less transaction rebates,

brokerage, clearance and exchange fees . . . . . . . . . .
Percentage of operating income . . . . . . . . . . . . . . . . . .
Impact of a 10% adverse currency fluctuation on
revenues less transaction rebates, brokerage,
clearance and exchange fees . . . . . . . . . . . . . . . . . . .

Impact of a 10% adverse currency fluctuation on

operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . .

# Represents multiple foreign currency rates.

22.3%
16.6%

3.4%
5.6%

3.0%
4.0%

3.0%
4.4%

2.2%
(4.2)%

(34) $

(5) $

(10) $

(3) $

(5)

(3)

$ (4)

$ —

Our primary exposure to foreign denominated revenues less transaction rebates, brokerage, clearance and
exchange fees and operating income for the year ended December 31, 2009 is presented in the following table:

Average foreign currency rate to the U.S. dollar in 2009 . . . . . . . .
Percentage of revenues less transaction rebates, brokerage,

clearance and exchange fees . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Percentage of operating income . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impact of a 10% adverse currency fluctuation on revenues less

transaction rebates, brokerage, clearance and exchange fees . . .

Impact of a 10% adverse currency fluctuation on operating

income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

# Represents multiple foreign currency rates.

Swedish
Krona

Euro

Norwegian
Krone

Other Foreign
Currencies

(in millions, except currency rate)

0.1315

1.3941

0.1598

21.0%
11.3%

4.3%
6.4%

3.1%
3.5%

6.1%
—

(30) $

(6) $

(7) $

(4) $

(5)

(2)

$ (9)

$ (2)

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For the year ended December 31, 2008, our primary exposures to foreign currencies were to the Swedish

Krona, Euro and Danish Krone. The average foreign currency exchange rate to the U.S. dollar in 2008 was
0.1516 for the Swedish Krona, 1.4712 for the Euro, and 0.1963 for the Danish Krone. Of our total consolidated
operating income for the year ended December 31, 2008, 2% was denominated in Swedish Krona, 19% in Euros,
and 2% in Danish Krones.

Equity Risk

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 reported results 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 (income)
loss within stockholders’ equity in the Consolidated Balance Sheets.

Our primary exposure to this equity risk as of December 31, 2010 is presented by foreign currency in the

following table:

Euro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Norwegian Krone . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Australian Dollar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Swedish Krona . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Danish Krone . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Impact on
Consolidated
Equity of a 10%
Decrease in
Foreign Currency

Net
Investment

(millions of dollars)
$21
14
9
9
8

$211
143
90
88
75

Credit Risk

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 rigorously selecting 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.

Nasdaq Execution Services and NASDAQ Options Services may be exposed to credit risk, due to the
default of trading counterparties, in connection with the clearing and routing services they provide for our trading
customers. System trades in cash equities routed to other market centers for members of The NASDAQ Stock
Market are cleared by Nasdaq Execution Services, as a member of NSCC. System trades in derivative contracts
executed in the opening and closing cross and trades routed to other market centers are cleared by NASDAQ
Options Services, as a member of the OCC.

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. Pursuant to the rules of the OCC and
NASDAQ Options Services’ clearing agreement, NASDAQ Options Services is also liable for any losses
incurred due to a counterparty or a clearing agent’s failure to satisfy its contractual obligations, either by making

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payment or delivering securities. Adverse movements in the prices of securities and derivative contracts 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’ and NASDAQ Options Services’ customers are not permitted to trade on
margin and NSCC and OCC rules limit counterparty risk on self-cleared transactions by establishing credit limits
and capital deposit requirements for all brokers that clear with NSCC and OCC. Historically, neither Nasdaq
Execution Services nor NASDAQ Options Services has 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.

We also have credit risk related to transaction fees that are billed to customers on a monthly basis, in
arrears. Our potential exposure to credit losses on these transactions is represented by the receivable balances in
our Consolidated Balance Sheets. Our customers are financial institutions whose ability to satisfy their
contractual obligations may be impacted by volatile securities markets.

On an ongoing basis we review and evaluate changes in the status of our counterparty’s creditworthiness.
Credit losses such as those described above could adversely affect our consolidated financial position and results
of operations.

Critical Accounting Policies and Estimates

The preparation of Consolidated Financial Statements in conformity with U.S. GAAP requires management

to use judgment in making estimates and assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. The following
critical accounting policies are based on, among other things, judgments and assumptions made by management
that include inherent risk and uncertainties. Management’s estimates are based on the relevant information
available at the end of each period. For a summary of our significant accounting policies, including the
accounting policies discussed below, see Note 2, “Summary of Significant Accounting Policies,” to the
consolidated financial statements for further discussion.

Revenue Recognition

Issuer Services Revenues

Global Listing Services

Listing Services revenues in the U.S. include annual renewal fees, listing of additional shares fees and initial
listing fees. Annual renewal fees do not require any judgments or assumptions by management as these amounts
are recognized ratably over the following 12-month period. However, listing of additional shares fees and initial
listing fees are recognized on a straight-line basis over estimated service periods, which are four and six years,
respectively, based on our historical listing experience and projected future listing duration.

Market Technology Revenues

The Market Technology segment delivers technology and services to marketplaces, brokers and regulators

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We enter into multiple-element sales arrangements to provide technology solutions and services to our

customers. In order to recognize revenues associated with each individual element of a multiple-element sales
arrangement separately, we are required to establish the existence of VSOE of fair value for each element. When
VSOE for individual elements of an arrangement cannot be established, revenue is generally deferred and
recognized over either the final element of the arrangement or the entire term of the arrangement for which the
services will be delivered.

License and support revenues are derived from the system solutions developed and sold by NASDAQ OMX

Delivery project revenues are derived from the installation phase of the system solutions developed and sold

Change request, advisory and broker surveillance revenues do not require any judgments or assumptions by

management as these amounts are recognized in revenue when earned.

Reserve for Bad Debts

The reserve for bad debts is maintained at a level that management believes to be sufficient to absorb

estimated losses in the accounts receivable portfolio. The reserve is increased by the provision for bad debts
which is charged against operating results and decreased by the amount of charge-offs, net of recoveries. The
amount charged against operating results is based on several factors including, but not limited to, a continuous
assessment of the collectability of each account, the length of time a receivable is past due and our historical
experience with the particular customer. In circumstances where a specific customer’s inability to meet its
financial obligations is known (i.e., bankruptcy filings), we record a specific provision for bad debts against
amounts due to reduce the receivable to the amount we reasonably believe will be collected. Due to changing
economic, business and market conditions, we review the reserve for bad debts monthly and make changes to the
reserve through the provision for bad debts as appropriate. If circumstances change (i.e., higher than expected
defaults or an unexpected material adverse change in a major customer’s ability to pay), our estimates of
recoverability could be reduced by a material amount.

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Goodwill and Indefinite-Lived Intangible Assets and Related Impairment

Our 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, 2010, goodwill totaled
$5.1 billion and indefinite-lived intangible assets totaled $993 million. The determination of the value of such
goodwill and indefinite-lived intangible assets requires management to make estimates and assumptions that
affect our consolidated financial statements. Goodwill for our three reporting units and indefinite-lived intangible
assets are reviewed for impairment annually, or in interim periods if certain events occur indicating that the
carrying value may be impaired. We test for impairment during the fourth quarter of our fiscal year using
October 1st carrying values. We assess potential impairments to goodwill and indefinite-lived intangible assets
when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may
not be recovered. For goodwill, if the fair value of the reporting unit is less than its carrying value, an impairment
loss is recorded to the extent that the fair value of the goodwill is less than the carrying value. For indefinite-lived
intangible assets, impairment exists if the carrying value of the intangible asset exceeds its fair value.

Considerable management judgment is necessary to evaluate the impact of operating and macroeconomic
changes and to estimate cash flows. Our judgments regarding the existence of impairment indicators and future
cash flows related to goodwill and indefinite-lived intangible assets are based on the operational performance of
our acquired businesses, market conditions, relevant trading multiples of comparable companies, the trading
price of our common stock and other factors. Although there are inherent uncertainties in this assessment
process, the estimates and assumptions we use are consistent with our internal planning. However, disruptions to
our business such as economic weakness and unexpected significant declines in operating results of reporting
units, may result in our having to perform an impairment test for goodwill for some or all of our reporting units
and indefinite-lived intangible assets prior to the required annual assessment. These types of events and the
resulting analysis could result in goodwill or indefinite-lived intangible asset impairment charges in the future.

As of December 31, 2010, there were no reporting units deemed to be at risk of failing the goodwill

impairment test. Also, we do not have any indefinite-lived intangible assets at risk of failing our impairment test.
There have been no significant events since the timing of our impairment tests that would have triggered
additional impairment testing. No impairments of goodwill or indefinite-lived intangible assets were recorded in
2010, 2009 or 2008.

Other Long-Lived Assets and Related Impairment

We also assess potential impairments to our other long-lived assets, including finite-lived intangible assets,

equity method investments, property and equipment and other assets, when there is evidence that events or
changes in circumstances indicate that the carrying amount of an asset may not be recovered. An impairment loss
is recognized when the carrying amount of the long-lived asset exceeds its fair value and is not recoverable. The
carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows
expected to result from the use and eventual disposition of the asset. We evaluate our equity method investments
for other-than-temporary declines in value by considering a variety of factors such as the earnings capacity of the
investment and the fair value of the investment compared to its carrying amount. In addition, for investments
where the market value is readily determinable, we consider the underlying stock price as an additional factor.
Any required impairment loss is measured as the amount by which the carrying amount of a long-lived asset
exceeds its fair value and is recorded as a reduction in the carrying value of the related asset and a charge to
operating results.

In 2009, we recorded losses of $87 million due to impairment charges related to NASDAQ Dubai and
Agora-X. These charges were included in income (loss) from unconsolidated investees, net in the Consolidated
Statements of Income. See Note 5, “Investments,” to the consolidated financial statements for further discussion.
In 2008, we recorded an impairment loss of finite-lived intangible assets of $7 million primarily related to our
insurance agency business, which was part of Corporate Solutions within our Issuer Services segment. This

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charge was included in asset impairment charges in the Consolidated Statements of Income. See Note 4,
“Goodwill and Purchased Intangible Assets,” to the consolidated financial statements for further discussion. No
other impairments of long-lived assets were recorded in 2010, 2009 or 2008.

Amortization Periods of Intangible Assets with Finite-Lives

Intangible assets, net, primarily include exchange and clearing registrations, customer relationships, trade
names, licenses and technology. Intangible assets with finite-lives are amortized on a straight-line basis over their
average estimated useful lives as follows:

•

Technology: 3—10 years

• Customer relationships: 10—30 years

• Other: 4—10 years

The estimated useful life of developed and new technology is based on the likely duration of benefits to be

derived from the technology. We consider such factors as the migration cycle for re-platforming existing
technologies and the development of future generations of technology. We also give consideration to the pace of
the technological changes in the industries in which we sell our products.

The estimated useful life of customer relationships is determined based on an analysis of the historical
attrition rates of customers and an analysis of the legal, regulatory, contractual, competitive, economic, or other
factors that limit the useful life of customer relationships.

See Note 3, “Acquisitions and Strategic Initiatives,” and Note 4, “Goodwill and Purchased Intangible

Assets,” to the consolidated financial statements for further discussion of intangible assets.

Income Taxes

Estimates and judgments are required in the calculation of certain tax liabilities and in the determination of

the recoverability of certain deferred tax assets, which arise from net operating loss carryforwards, tax credit
carryforwards and temporary differences between the tax and financial statement recognition of revenue and
expense. Our deferred tax assets are reduced by a valuation allowance if it is more likely than not that some
portion or all of the recorded deferred tax assets will not be realized in future periods. Management is required to
determine 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 consolidated financial statements. Interest and/or penalties related to income tax matters are
recognized in income tax expense.

In assessing the need for a valuation allowance, we consider all available evidence including past operating
results, the existence of cumulative losses in the most recent fiscal years, estimates of future taxable income and
the feasibility of tax planning strategies. In the event that we change our determination as to the amount of
deferred tax assets that can be realized, we will adjust our valuation allowance with a corresponding impact to
the provision for income taxes in the period in which such determination is made.

In addition, the calculation of our tax liabilities involves uncertainties in the application of tax regulations in

the U.S. and other tax jurisdictions. We recognize potential liabilities for anticipated tax audit issues in such
jurisdictions based on our estimate of whether, and the extent to which, additional taxes and interest may be due.
While we believe that our tax liabilities reflect the probable outcome of identified tax uncertainties, it is
reasonably possible that the ultimate resolution of any tax matter may be greater or less than the amount accrued.
If events occur and the payment of these amounts ultimately proves unnecessary, the reversal of the liabilities

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would result in tax benefits being recognized in the period when we determine the liabilities are no longer
necessary. If our estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to
expense would result.

Pension and Post-Retirement Benefits

Pension and other post-retirement benefit plan information for financial reporting purposes is developed
using actuarial valuations. We assess our pension and other post-retirement benefit plan assumptions on a regular
basis. In evaluating these assumptions, we consider many factors, including evaluation of the discount rate,
expected rate of return on plan assets, healthcare cost trend rate, retirement age assumption, our historical
assumptions compared with actual results and analysis of current market conditions and asset allocations. See
Note 10, “Employee Benefits,” to the consolidated financial statements for further discussion.

Discount rates used for pension and other post-retirement benefit plan calculations are evaluated annually
and modified to reflect the prevailing market rates at the measurement date of a high-quality fixed-income debt
instrument portfolio that would provide the future cash flows needed to pay the benefits included in the benefit
obligations as they come due. Actuarial assumptions are based upon management’s best estimates and judgment.

The expected rate of return on plan assets for our U.S. pension plans represents our long-term assessment of

return expectations which may change based on significant shifts in economic and financial market conditions.
The long-term rate of return on plan assets is derived from return assumptions based on targeted allocations for
various asset classes. While we consider the pension plans’ recent performance and other economic growth and
inflation factors, which are supported by long-term historical data, the return expectations for the targeted asset
categories represents a long-term prospective return.

Share-Based Compensation

The accounting for share-based compensation requires the measurement and recognition of compensation
expense for all share-based awards made to employees based on estimated fair values. Share-based awards, or
equity awards, include employee stock options, restricted stock and performance service units, or PSUs. Prior to
October 2008, restricted stock generally refers to restricted stock awards and after October 2008, restricted stock
generally refers to restricted stock units.

We estimate the fair value of employee stock options using the Black-Scholes valuation model.

Assumptions used in the Black-Scholes valuation model include the expected life of the award, the weighted-
average risk free rate, the expected volatility, and the dividend yield. Our computation of expected life is based
on historical exercise patterns. The risk free interest rate for periods within the expected life of the award is based
on the U.S. Treasury yield curve in effect at the time of grant. Our computation of expected volatility is based on
a combination of historical and market-based implied volatility. Our credit facilities restrict our ability to pay
dividends. Before our credit facilities were in place, it was not our policy to declare or pay cash dividends on our
common stock.

See Note 11, “Share-Based Compensation,” to the consolidated financial statements for further discussion.

Software Costs

We capitalize and amortize significant purchased application software and operational software that are an
integral part of computer hardware on the straight-line method over their estimated useful lives, generally two to
five years. We expense other purchased software as incurred.

Certain costs incurred in connection with developing or obtaining internal use software are capitalized. We

capitalize internal and third party costs incurred in connection with the development of internal use software.

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Under our Market Technology segment, costs of computer software to be sold, leased, or otherwise
marketed as a separate product or as part of a product or process are capitalized after the product has reached
technological feasibility. Technological feasibility is established upon completion of a detail program design or,
in its absence, completion. Thereafter, all software production costs shall be capitalized. Prior to reaching
technological feasibility, all costs are charged to expense. Capitalized costs are amortized on a straight-line basis
over the remaining estimated economic life of the product and are included in depreciation and amortization
expense in the Consolidated Statements of Income.

Foreign Currency Translation

Foreign denominated assets and liabilities are remeasured into the functional currency at exchange rates in

effect at the balance sheet date through the income statement. Gains or losses resulting from foreign currency
transactions are remeasured using the rates on the dates on which those elements are recognized during the
period, and are included in general, administrative and other expense in the Consolidated Statements of Income.

Translation gains or losses resulting from translating our subsidiaries’ financial statements from the local

functional currency to the reporting currency, net of tax, are included in accumulated other comprehensive
income (loss) within stockholders’ equity in the Consolidated Balance Sheets. Assets and liabilities are translated
at the balance sheet date while revenues and expenses are recorded at the date the transaction occurs or at an
applicable average rate.

Recently Adopted Accounting Pronouncements

ASC Topic 605.25—In October 2009, the Financial Accounting Standards Board, or FASB, issued

authoritative guidance on FASB Accounting Standards Codification, or ASC, Topic 605.25, “Revenue
Recognition—Multiple-Element Arrangements.” This guidance modifies the revenue recognition guidance for
arrangements that involve the delivery of multiple-elements, such as product, software, services or support, to a
customer at different times as part of a single revenue generating transaction. This standard provides principles
and application guidance to determine whether multiple deliverables exist, how the individual deliverables
should be separated and how to allocate the revenue in the arrangement among those separate deliverables. The
standard also expands the disclosure requirements for multiple deliverable revenue arrangements. This
accounting guidance was effective for us on January 1, 2011, but allowed for early adoption as of the first quarter
of 2010 or through a retrospective application to all revenue arrangements for all periods presented in the
financial statements. We adopted this guidance in the first quarter of 2010. The adoption did not have a
significant impact on our financial position or results of operations.

ASC Topic 820—In January 2010, the FASB issued amended guidance relating to ASC Topic 820, “Fair

Value Measurements and Disclosures.” The amended guidance requires new disclosures as follows:

• Amounts related to transfers in and out of Levels 1 and 2 shall be disclosed separately and the reasons

for the transfers shall be described.

•

In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a
reporting entity should present separately information about purchases, sales, issuances, and settlements
on a gross basis.

The guidance also provides amendments that clarify existing disclosures related to the following:

• Reporting fair value measurement disclosures for each class of assets and liabilities.

•

Providing disclosure surrounding the valuation techniques and inputs used to measure fair value for both
Level 2 and Level 3 fair value measurements.

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This accounting guidance was effective for us beginning on January 1, 2010, except for the disclosure
requirements surrounding the reconciliation of Level 3 fair value measurements, which were effective for us on
January 1, 2011. Since this guidance only requires additional disclosure, it did not and will not affect our
financial position or results of operations.

ASC Topic 855—In February 2010, the FASB issued amended guidance on subsequent events. Under this

amended guidance, entities that file with the SEC are no longer required to disclose the date through which
subsequent events have been evaluated in originally issued or revised financial statements. This amended
guidance was effective immediately and we adopted the new requirements as of March 31, 2010.

Summarized Quarterly Financial Data (Unaudited)

1st Qtr
2010

2nd Qtr
2010

3rd Qtr
2010

4th Qtr
2010

(in millions, except per share amounts)

Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 771
(411)

$ 886
(496)

$ 758
(386)

$ 783
(383)

Revenues less transaction rebates, brokerage, clearance and

exchange fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

360
248

112

Net income attributable to NASDAQ OMX . . . . . . . . . . . . . . . . . . .

$ 61

Basic earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$0.29

Diluted earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$0.28

1st Qtr
2009

Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 895
(526)

Revenues less transaction rebates, brokerage, clearance and

exchange fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

369
203

166

Net income attributable to NASDAQ OMX . . . . . . . . . . . . . . . . . . .

$ 94

Basic earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$0.47

Diluted earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$0.44

390
211

179

$ 96

$0.46

372
207

165

$ 101

$0.51

$0.50

400
225

175

$ 137

$0.70

$0.69

2nd Qtr
2009

$ 889
(522)

3rd Qtr
2009

$ 810
(461)

4th Qtr
2009

$ 817
(448)

367
208

159

$ 69

$0.34

$0.33

349
218

131

$ 60

$0.30

$0.28

369
220

149

$ 43

$0.20

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Information about quantitative and qualitative disclosures about market risk is incorporated herein by

reference from “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations—Quantitative and Qualitative Disclosures About Market Risk.”

Item 8. Financial Statements and Supplementary Data.

NASDAQ OMX’s consolidated financial statements, including Consolidated Balance Sheets as of

December 31, 2010 and 2009, Consolidated Statements of Income for the years ended December 31, 2010, 2009
and 2008, Consolidated Statements of Changes in Equity for the years ended December 31, 2010, 2009 and 2008,
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2010, 2009 and

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2008, Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008 and notes
to our consolidated financial statements, together with a report thereon of Ernst & Young LLP, dated
February 24, 2011, are attached hereto as pages F-1 through F-79 and incorporated by reference herein.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

(a). Disclosure controls and procedures. NASDAQ OMX’s management, with the participation of

NASDAQ OMX’s Chief Executive Officer and Executive Vice President and Chief Financial Officer, has
evaluated the effectiveness of NASDAQ OMX’s disclosure controls and procedures (as defined in Rule
13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of
the period covered by this report. Based upon that evaluation, NASDAQ OMX’s Chief Executive Officer and
Executive Vice President and Chief Financial Officer have concluded that, as of the end of such period,
NASDAQ OMX’s disclosure controls and procedures are effective.

(b). Internal controls over financial reporting. There have been no changes in NASDAQ OMX’s internal
controls over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) that
occurred during the quarter ended December 31, 2010 that have materially affected, or are reasonably likely to
materially affect, NASDAQ OMX’s internal controls over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for the preparation and integrity of the consolidated financial statements
appearing in the reports that we file with the SEC. The consolidated financial statements were prepared in
conformity with U.S. generally accepted accounting principles and include amounts based on management’s
estimates and judgments.

Management is also responsible for establishing and maintaining adequate internal control over NASDAQ
OMX’s financial reporting. Although there are inherent limitations in the effectiveness of any system of internal
control over financial reporting, we maintain a system of internal control that is designed to provide reasonable
assurance as to the fair and reliable preparation and presentation of the consolidated financial statements, as well
as to safeguard assets from unauthorized use or disposition that could have a material effect on the financial
statements.

Our management assessed the effectiveness of our internal control over financial reporting, as of
December 31, 2010, based on criteria established in Internal Control—Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). This evaluation included review
of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating
effectiveness of controls and a conclusion on this evaluation. Based on its assessment, our management believes
that, as of December 31, 2010, our internal control over financial reporting is effective.

Ernst & Young LLP, an independent registered public accounting firm, has issued an attestation report on

NASDAQ OMX’s internal control over financial reporting, which is included herein.

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of The NASDAQ OMX Group, Inc.

We have audited The NASDAQ OMX Group, Inc.’s internal control over financial reporting as of
December 31, 2010, based on criteria established in Internal Control—Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). The NASDAQ OMX
Group, Inc.’s management is responsible for maintaining effective internal control over financial reporting, and
for its assessment of the effectiveness of internal control over financial reporting included in the accompanying
Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion
on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether effective internal control over financial reporting was maintained in all material respects. Our
audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis of our opinion.

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the
company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

In our opinion, The NASDAQ OMX Group, Inc. maintained, in all material respects, effective internal

control over financial reporting as of December 31, 2010, based on the COSO criteria.

We also have audited, in accordance with the standard of the Public Company Accounting Oversight Board

(United States), the consolidated balance sheets of The NASDAQ OMX Group, Inc. as of December 31, 2010
and 2009, and the related consolidated statements of income, changes in equity, comprehensive income (loss),
and cash flows for each of the three years in the period ended December 31, 2010 of The NASDAQ OMX
Group, Inc. and our report dated February 24, 2011 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

New York, New York
February 24, 2011

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Item 9B. Other Information.

None.

Part III

Item 10. Directors, Executive Officers and Corporate Governance.

Information about NASDAQ OMX’s directors, as required by Item 401 of Regulation S-K, is incorporated

by reference from the discussion under the caption “Proposal I: Election of Directors” in NASDAQ OMX’s
proxy statement for the 2011 Annual Meeting of Stockholders, or the Proxy. Information about NASDAQ
OMX’s executive officers, as required by Item 401 of Regulation S-K, is incorporated by reference from the
discussion under the caption “Executive Officers of NASDAQ OMX” in the Proxy. Information about Section 16
reports, as required by Item 405 of Regulation S-K, is incorporated by reference from the discussion under the
caption “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy. Information about NASDAQ
OMX’s code of ethics, as required by Item 406 of Regulation S-K, is incorporated by reference from the
discussion under the caption “NASDAQ OMX Corporate Governance Guidelines and Code of Ethics” in the
Proxy. Information about NASDAQ OMX’s nomination procedures, audit committee and audit committee
financial experts, as required by Items 407(c)(3), 407(d)(4) and 407(d)(5) of Regulation S-K, is incorporated by
reference from the discussion under the caption “Proposal I: Election of Directors” in the Proxy.

Item 11. Executive Compensation.

Information about NASDAQ OMX’s director and executive compensation, as required by Items 402,
407(e)(4) and 407(e)(5) of Regulation S-K, is incorporated by reference from the discussion under the captions
“Compensation Discussion and Analysis,” “Director Compensation” and “Executive Compensation” in the
Proxy.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.

Information about security ownership of certain beneficial owners and management, as required by Item 403

of Regulation S-K, is incorporated by reference from the discussion under the caption “Security Ownership of
Certain Beneficial Owners and Management” in the Proxy.

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Equity Compensation Plan Information

NASDAQ OMX’s Equity Plan provides for the issuance of our equity securities to our officers and other
employees, directors and consultants. In addition, most employees of NASDAQ OMX and its subsidiaries are
eligible to participate in the NASDAQ OMX Employee Stock Purchase Plan, or ESPP, at 85.0% of the fair
market value of our common stock on the price calculation date. The Equity Plan and the ESPP have been
approved previously by our stockholders. In 2003, we granted non-qualified stock options for 1,000,000 shares of
common stock and 100,000 shares of restricted stock to Robert Greifeld, our Chief Executive Officer, as
inducement awards to secure his employment with NASDAQ OMX. These two inducement awards were outside
of the Equity Plan. The following table sets forth information regarding outstanding options and shares reserved
for future issuance under all of NASDAQ OMX’s compensation plans as of December 31, 2010.

Plan Category

Equity compensation plans approved by

Number of shares
to be issued upon
exercise of
outstanding options,
warrants and rights
(a)(1)

Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)

stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9,412,842

Equity compensation plans not approved by

stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

700,000(3)(4)

10,112,842

$17.79

$ 5.28
$16.92

Number of shares
remaining available
for future issuance
under equity
compensation plans
(excluding shares
reflected in column
(a))(c)

12,316,604(2)

(1)

(2)

The amounts in this column include only the number of shares to be issued upon exercise of outstanding
options, warrants and rights. At December 31, 2010, we also had 3,857,720 shares to be issued upon vesting
of outstanding restricted stock and PSUs.
This amount includes 8,445,563 shares of common stock that may be awarded pursuant to the Equity Plan
and 3,871,041 shares of common stock that may be issued pursuant to the ESPP.

(3) Mr. Greifeld received an inducement award of non-qualified stock options exercisable for 1,000,000 shares
of common stock pursuant to the terms of his 2003 employment agreement, of which he has exercised
300,000 shares. The award was granted on April 15, 2003 at an exercise price of $5.28 per share and expires
on April 15, 2013. The option became exercisable with respect to 250,000 shares on July 10, 2003 and
became exercisable with respect to 250,000 shares on each of April 15, 2004, 2005 and 2006. In the event
Mr. Greifeld’s employment is terminated by NASDAQ OMX for cause or by Mr. Greifeld without good
reason (each as defined in the employment agreement he entered into with us in 2003), the vested options
will remain exercisable for a period ending on the earlier of ten days after termination or the expiration date.
In the event Mr. Greifeld’s employment is terminated by NASDAQ OMX without cause, by Mr. Greifeld
for good reason or in the event of death or disability, Mr. Greifeld would have the earlier of 24 months after
the termination date or the expiration date to exercise the vested options. If Mr. Greifeld’s employment
terminates as a result of retirement (as defined in the employment agreement he entered into with us in
2003), he would have the earlier of 370 days or the expiration date to exercise the vested options. In the
event Mr. Greifeld’s employment terminates as a result of a non-renewal by NASDAQ OMX, any vested
options will be exercisable until the earlier of 24 months from termination or the expiration date. This
inducement award is transferable by Mr. Greifeld only to certain immediate family members or to a trust or
other entity for the exclusive benefit of such immediate family members.

(4) Does not include 100,000 shares of restricted stock granted to Mr. Greifeld as an inducement award on

June 11, 2003. The shares of restricted stock vested in equal amounts on each of the first three anniversaries
of May 12, 2003, Mr. Greifeld’s date of commencement of employment. This inducement award is
transferable only by the laws of descent and distribution.

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Item 13. Certain Relationships and Related Transactions, and Director Independence.

Information about certain relationships and related transactions, as required by Item 404 of Regulation S-K,

is incorporated herein by reference from the discussion under the caption “Certain Relationships and Related
Transactions” in the Proxy. Information about director independence, as required by Item 407(a) of Regulation
S-K, is incorporated herein by reference from the discussion under the caption “Proposal I: Election of Directors”
in the Proxy.

Item 14. Principal Accountant Fees and Services.

Information about principal accountant fees and services, as required by Item 9(e) of Schedule 14A, is
incorporated herein by reference from the discussion under the caption “Proposal II: Ratify the Appointment of
Independent Registered Public Accounting Firm” in the Proxy.

Part IV

Item 15. Exhibits, Financial Statement Schedules.

(a)(1) Financial Statements

See “Index to Consolidated Financial Statements.”

(a)(2) Financial Statement Schedules

See “Index to Consolidated Financial Statements.”

All other schedules for which provision is made in the applicable accounting regulations of the Securities

and Exchange Commission are not required under the related instructions or are inapplicable and therefore have
been omitted.

(a)(3) Exhibits

Exhibit Index

Exhibit
Number

3.1

Restated Certificate of Incorporation of NASDAQ OMX (incorporated herein by reference to
Exhibit 3.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 filed on
August 7, 2009).

3.1.1

Certificate of Designation of Series A Convertible Preferred Stock of NASDAQ OMX (incorporated
herein by reference to Exhibit 3.1.8 to the Current Report on Form 8-K filed on October 6, 2009).

3.2

4.1

4.2

By-Laws of NASDAQ OMX (incorporated herein by reference to Exhibit 3.2 to the Current Report
on Form 8-K filed on April 22, 2010).

Form of Common Stock certificate (incorporated herein by reference to Exhibit 4.1 to the
Registration Statement on Form 10 filed on April 30, 2001).

Amended and Restated Securityholders Agreement, dated as of April 22, 2005, among Norway
Acquisition SPV, LLC, Hellman & Friedman Capital Partners IV, L.P., H&F Executive Fund IV,
L.P., H&F International Partners IV-A, L.P., and H&F International Partners IV-B, L.P., Silver Lake
Partners TSA, L.P., Silver Lake Investors, L.P., VAB Investors, LLC and Integral Capital Partners
VI, L.P. (incorporated herein by reference to Exhibit 4.5 to the Current Report on Form 8-K filed on
April 28, 2005).

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Exhibit
Number

4.3

4.4

4.5

4.6

4.7

4.7.1

4.8

4.8.1

4.9

4.10

4.11

4.12

10.1

10.2

Registration Rights Agreement, dated as of April 22, 2005, among Nasdaq, Hellman & Friedman
Capital Partners IV, L.P., H&F Executive Fund IV, L.P., H&F International Partners IV-A, L.P., and
H&F International Partners IV-B, L.P., Silver Lake Partners TSA, L.P., Silver Lake Investors, L.P.,
VAB Investors, LLC and Integral Capital Partners VI, L.P. (incorporated herein by reference to
Exhibit 4.4 to the Current Report on Form 8-K filed on April 28, 2005).

Indenture, dated as February 26, 2008, between Nasdaq and The Bank of New York (incorporated
herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on March 3, 2008)

Form of 2.50% Convertible Senior Note due 2013 (incorporated herein by reference to Exhibit 4.2 to
the Current Report on Form 8-K filed on March 3, 2008).

Registration Rights Agreement, dated February 26, 2008, among The NASDAQ OMX Group, Inc.,
J.P. Morgan Securities Inc. and Banc of America Securities LLC (incorporated herein by reference
to Exhibit 4.3 to the Current Report on Form 8-K filed on March 3, 2008).

The NASDAQ OMX Group Inc.’s Stockholders’ Agreement, dated as of February 27, 2008,
between The NASDAQ OMX Group, Inc. and Borse Dubai Limited (incorporated herein by
reference to Exhibit 10.2 to the Current Report on Form 8-K filed on March 3, 2008).

First Amendment to The NASDAQ OMX Group Inc.’s Stockholders’ Agreement, dated as of
February 19, 2009, between The NASDAQ OMX Group, Inc. and Borse Dubai Limited
(incorporated herein by reference to Exhibit 4.10.1 to the Annual Report on Form 10-K for the year
ended December 31, 2009 filed on February 26, 2009).

Registration Rights Agreement, dated as of February 27, 2008, among The NASDAQ OMX Group,
Inc., Borse Dubai Limited and Borse Dubai Nasdaq Share Trust (incorporated herein by reference to
Exhibit 10.3 to the Current Report on Form 8-K filed on March 3, 2008).

First Amendment to Registration Rights Agreement, dated as of February 19, 2009, among The
NASDAQ OMX Group, Inc., Borse Dubai Limited and Borse Dubai Nasdaq Share Trust
(incorporated herein by reference to Exhibit 4.11.1 to the Annual Report on Form 10-K for the year
ended December 31, 2009 filed on February 26, 2009).

Indenture, dated as of January 15, 2010, between NASDAQ OMX and Wells Fargo Bank, National
Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on
Form 8-K filed on January 19, 2010).

Supplemental Indenture, dated as of January 15, 2010, among NASDAQ OMX and Wells Fargo
Bank, National Association, as Trustee (incorporated herein by reference to Exhibit 4.2 to the
Current Report on Form 8-K filed on January 19, 2010).

Supplemental Indenture, dated as of December 17, 2010, among NASDAQ OMX and Wells Fargo
Bank, National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to the
Current Report on Form 8-K filed on December 21, 2010).

NASDAQ Stockholders’ Agreement, dated as of December 16, 2010, between The NASDAQ OMX
Group, Inc. and Investor AB.

Amended and Restated Board Compensation Policy, approved as of July 27, 2010 (incorporated
herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended
June 30, 2010 filed on August 4, 2010).*

The NASDAQ OMX Group, Inc. 2010 Executive Corporate Incentive Plan, effective as of January
1, 2010 (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for
the quarter ended June 30, 2010 filed on August 4, 2010).*

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Exhibit
Number

10.3

10.4

10.5

10.6

10.7

10.7.1

10.8

10.9

10.9.1

10.10

10.11

10.12

10.13

10.14

10.15

10.16

Form of NASDAQ OMX Non-Qualified Stock Option Award Certificate.*

Form of NASDAQ OMX Restricted Unit Award Certificate (employees).*

Form of NASDAQ OMX Restricted Stock Unit Agreement (directors) (incorporated herein by
reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2009
filed on August 7, 2009).*

Form of NASDAQ OMX Performance Share Unit Agreement.*

Amended and Restated Supplemental Executive Retirement Plan, dated as of December 17, 2008
(incorporated herein by reference to Exhibit 10.6 to the Annual Report on Form 10-K for the year
ended December 31, 2009 filed on February 26, 2009).*

Amendment No. 1 to Amended and Restated Supplemental Executive Retirement Plan, effective as
of December 31, 2008 (incorporated herein by reference to Exhibit 10.6.1 to the Annual Report on
Form 10-K for the year ended December 31, 2009 filed on February 26, 2009).*

The NASDAQ OMX Group, Inc. Supplemental Employer Retirement Contribution Plan, dated as of
December 17, 2008 (incorporated herein by reference to Exhibit 10.7 to the Annual Report on
Form 10-K for the year ended December 31, 2009 filed on February 26, 2009).*

Employment Agreement by and between Nasdaq and Robert Greifeld, effective as of January 1,
2007 (incorporated herein by reference to Exhibit 10.5 to the Annual Report on Form 10-K filed on
February 28, 2007).*

Amendment to Employment Agreement by and between NASDAQ OMX and Robert Greifeld,
effective as of December 31, 2008 (incorporated herein by reference to Exhibit 10.8.1 to the Annual
Report on Form 10-K for the year ended December 31, 2009 filed on February 26, 2009).*

Nonqualified Stock Option Agreement between Nasdaq and Robert Greifeld reflecting
December 13, 2006 grant (incorporated herein by reference to Exhibit 10.13 to the Annual Report on
Form 10-K for the year ended December 31, 2007 filed on February 25, 2008).*

Nonqualified Stock Option Agreement between NASDAQ OMX and Robert Greifeld reflecting
June 30, 2009 grant (incorporated herein by reference to Exhibit 10.11 to the Annual Report on
Form 10-K for the year ended December 31, 2009 filed on February 18, 2010).*

2007 Performance Share Unit Agreement between Nasdaq and Robert Greifeld (incorporated herein
by reference to Exhibit 10.14 to the Annual Report on Form 10-K for the year ended December 31,
2007 filed on February 25, 2008).*

2008 Performance Share Unit Agreement between Nasdaq and Robert Greifeld (incorporated herein
by reference to Exhibit 10.15 to the Annual Report on Form 10-K for the year ended December 31,
2007 filed on February 25, 2008).*

2009 Performance Share Unit Agreement between NASDAQ OMX and Robert Greifeld
(incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the
quarter ended June 30, 2009 filed on August 7, 2009).*

2010 Performance Share Unit Agreement between NASDAQ OMX and Robert Greifeld
(incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the
quarter ended September 30, 2010 filed on November 3, 2010).*

Form of Amended and Restated Letter Agreement, effective as of December 31, 2008, between
NASDAQ OMX and Certain Executive Officers (incorporated herein by reference to Exhibit 10.12 to
the Annual Report on Form 10-K for the year ended December 31, 2009 filed on February 26, 2009).*

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Exhibit
Number

10.17

10.17.1

10.17.2

10.18

10.19

10.20

Employment Agreement between Nasdaq and Edward Knight, effective as of December 29, 2000
Nasdaq (incorporated herein by reference to Exhibit 10.14 to the Annual Report on Form 10-K for
the year ended December 31, 2002 filed on March 31, 2003).*

First Amendment to Employment Agreement between Nasdaq and Edward Knight, effective
February 1, 2002 Nasdaq (incorporated herein by reference to Exhibit 10.14.1 to the Annual Report
on Form 10-K for the year ended December 31, 2002 filed on March 31, 2003).*

Second Amendment to Employment Agreement between NASDAQ OMX and Edward Knight,
effective as of December 31, 2008 (incorporated herein by reference to Exhibit 10.13.2 to the
Annual Report on Form 10-K for the year ended December 31, 2009 filed on February 26, 2009).*

Amendment to Nonqualified Stock Option Agreements, effective as of October 21, 2009, between
NASDAQ OMX and David P. Warren (incorporated herein by reference to Exhibit 10.17 to the
Annual Report on Form 10-K for the year ended December 31, 2009 filed on February 18, 2010).*

Employment Agreement, dated as of June 24, 2008, between OMX AB and Hans-Ole Jochumsen
(incorporated herein by reference to Exhibit 10.18 to the Annual Report on Form 10-K for the year
ended December 31, 2009 filed on February 18, 2010).*

Credit Agreement, dated as of January 15, 2010, among NASDAQ OMX, the Lenders party
thereto, Bank of America, N.A., as administrative agent, Nordea Bank AB (publ.) and
Skandinaviska Enskilda Banken AB (publ.), as Nordic Lead Arrangers and Joint Bookrunning
Managers, Banc of America Securities LLC and J.P. Morgan Securities Inc., as U.S. Lead
Arrangers and Joint Bookrunning Managers and J.P. Morgan Chase Bank, N.A., Nordea Bank AB
(publ.) and Skandinaviska Enskilda Banken AB (publ.) as documentation agents (incorporated
herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on January 19, 2010).

10.21

Credit Agreement, dated as of December 17, 2010, among NASDAQ OMX, the Lenders party
thereto, J.P. Morgan Chase Bank, N.A., as administrative agent, and J.P. Morgan Securities LLC,
as Sole Lead Arranger and Sole Lead Bookrunning Manager.

12.1

21.1

23.1

24.1

31.1

31.2

32.1

Statement regarding computation of per share earnings (incorporated herein by reference from
Note 13 to the consolidated financial statements under Part II, Item 9 of this Form 10-K).

Computation of Ratio of Earnings to Fixed Charges.

List of all subsidiaries.

Consent of Ernst & Young.

Powers of Attorney.

Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002 (“Sarbanes-Oxley”).
Certification of Executive Vice President and Chief Financial Officer pursuant to Section 302 of
Sarbanes-Oxley.

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

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Exhibit
Number

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

* Management contract or compensatory plan or arrangement.

** The following materials from The NASDAQ OMX Group, Inc. Annual Report on Form 10-K for the year

ended December 31, 2010, formatted in XBRL (eXtensible Business Reporting Language); (i) Consolidated
Statements of Income for the years ended December 31, 2010, 2009 and 2008; (ii) Consolidated Balance
Sheets at December 31, 2010 and December 31, 2009; (iii) Consolidated Statements of Comprehensive
Income (Loss) for the years ended December 31, 2010, 2009 and 2008; (iv) Consolidated Statements of
Changes in Equity for the years ended December 31, 2010, 2009 and 2008: (v) Consolidated Statements of
Cash Flows for the years ended December 31, 2010, 2009 and 2008; and (vi) notes to consolidated financial
statements, tagged as block of text. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on
Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of
Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18
of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under
those sections.

(b) Exhibits:

See Item 15(a)(3) above.

See Item 15(a)(2) above.

100

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant

has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on
February 24, 2011.

THE NASDAQ OMX GROUP, INC.

By:

Name:
Title:

/s/ ROBERT GREIFELD

Robert Greifeld
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by

the following persons on behalf of the registrant and in the capacities indicated as of February 24, 2011.

Name

Title

/s/ ROBERT GREIFELD

Robert Greifeld

/s/ ADENA T. FRIEDMAN

Adena T. Friedman

/s/ RONALD HASSEN

Ronald Hassen

*
H. Furlong Baldwin

*
Urban Bäckström

*
Michael Casey

*
Börje Ekholm

*
Lon Gorman

*
Glenn H. Hutchins

*
Birgitta Kantola

*
Essa Kazim

*
John D. Markese

Chief Executive Officer and Director
(Principal Executive Officer)

Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

Senior Vice President and Controller
(Principal Accounting Officer)

Chairman of the Board

Deputy Chairman of the Board

Director

101

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Name

*
Hans Munk Nielsen

*
Thomas F. O’Neill

*
James S. Riepe

*
Michael R. Splinter

*
Lars Wedenborn

*
Deborah L. Wince-Smith

* Pursuant to Power of Attorney

By:

/s/ EDWARD S. KNIGHT

Edward S. Knight

Attorney-in-Fact

Title

Director

102

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THE NASDAQ OMX GROUP, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE

The following consolidated financial statements of The NASDAQ OMX Group, Inc. and its subsidiaries are

presented herein on the page indicated:

Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2
Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3
Consolidated Statements of Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-4
Consolidated Statements of Changes in Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-5
Consolidated Statements of Comprehensive Income (Loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-7
Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-8
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-9
1
Financial Statement Schedule: Schedule II—Valuation and Qualifying Accounts . . . . . . . . . . . . . . . . . . . . .

F-1

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of The NASDAQ OMX Group, Inc.

We have audited the accompanying consolidated balance sheets of The NASDAQ OMX Group, Inc. (the
“Company”) as of December 31, 2010 and 2009, and the related consolidated statements of income, changes in
equity, comprehensive income (loss), and cash flows for each of the three years in the period ended
December 31, 2010. Our audits also included the financial statement schedule listed in the Index at Item 15.
These financial statements and schedule are the responsibility of the Company’s management. Our responsibility
is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the
consolidated financial position of The NASDAQ OMX Group, Inc. at December 31, 2010 and 2009, and the
consolidated results of its operations and its cash flows for each of the three years in the period ended
December 31, 2010, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the
related financial statement schedule, when considered in relation to the basic financial statements taken as a
whole, presents fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board

(United States), The NASDAQ OMX Group, Inc.’s internal control over financial reporting as of December 31,
2010, based on criteria established in Internal Control-Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission and our report dated February 24, 2011 expressed an
unqualified opinion thereon.

/s/ Ernst & Young LLP

New York, New York
February 24, 2011

F-2

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The NASDAQ OMX Group, Inc.

Consolidated Balance Sheets
(in millions, except share and par value amounts)

Assets
Current assets:

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial investments, at fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables, net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Open clearing contracts:

Derivative positions, at fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Resale agreements, at contract value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-current restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-current deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

December 31,
2009
2010

315
60
253
298
13

4,037
3,441
93

8,510
105
164
433
5,127
1,719
149

594
30
308
301
25

2,054
—
58

3,370
80
164
504
4,800
1,631
173

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$16,207

$10,722

Liabilities
Current liabilities:

Accounts payable and accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 31 fees payable to SEC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued personnel costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Open clearing contracts:

Derivative positions, at fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repurchase agreements, at contract value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current portion of debt obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-current deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-current deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commitments and contingencies
Series A convertible preferred stock
Equity
NASDAQ OMX stockholders’ equity:

Common stock, $0.01 par value, 300,000,000 shares authorized, shares issued: 213,370,086 at December 31, 2010

and 211,713,186 at December 31, 2009; shares outstanding: 175,782,683 at December 31, 2010 and
211,385,464 at December 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Preferred stock, 30,000,000 shares authorized, series A convertible preferred stock: shares issued: 1,600,000 at

December 31, 2010 and December 31, 2009; shares outstanding: none at December 31, 2010 and 1,600,000 at
December 31, 2009 (classified above at December 31, 2009 as temporary equity) . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock in treasury, at cost: 37,587,403 shares at December 31, 2010 and 327,722 shares at December 31,

2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total NASDAQ OMX stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

142
82
122
122
119
26

4,037
3,441
140

8,231
2,181
698
170
198

11,478

—

125
137
114
105
71
23

2,054
—
225

2,854
1,867
683
160
199

5,763

—
3,780

(796)
(272)
2,004

4,718
11

4,729

—
3,736

(10)
(406)
1,610

4,932
12

4,944

Total liabilities, series A convertible preferred stock and equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$16,207

$10,722

See accompanying notes to consolidated financial statements.

F-3

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123

Black

04-07
19:41

The NASDAQ OMX Group, Inc.

Consolidated Statements of Income
(in millions, except per share amounts)

Year Ended December 31,

2010

2009

2008

Revenues
Market Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuer Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Market Technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 2,700
344
152
1

$ 2,934 $ 3,176
343
119
12

330
145
2

Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,197

3,411

3,650

Cost of revenues
Transaction rebates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Brokerage, clearance and exchange fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(1,312)
(363)

(1,475)
(483)

(1,744)
(446)

Total cost of revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(1,675)

(1,958)

(2,190)

Revenues less transaction rebates, brokerage, clearance and exchange fees . . .

1,522

1,453

1,460

Operating Expenses
Compensation and benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Marketing and advertising . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Professional and contract services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Computer operations and data communications . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Occupancy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Regulatory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Merger and strategic initiatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General, administrative and other

Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividend and investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on divestiture of businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) from unconsolidated investees, net . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on sale of investment security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sales of businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt conversion expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asset impairment charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain (loss) on foreign currency contracts, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net (income) loss attributable to noncontrolling interests . . . . . . . . . . . . . . . . . . . . .

Net income attributable to NASDAQ OMX . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

416
20
103
78
58
88
35
4
89

891

631
9
(102)
(3)
(11)
2

—
—
—
—
—

526
137

389
6

395

412
15
104
76
58
81
32
17
55

850

603
13
(102)
2

—
(107)
(5)
12
(25)
—
—

391
128

263
3

266

401
19
93
72
54
65
29
25
62

820

640
35
(97)
8

—
27
—
—
—
(42)
(58)

513
198

315
(1)

314

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Basic and diluted earnings per share:
Basic earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 1.94

$ 1.30 $ 1.65

Diluted earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 1.91

$ 1.25 $ 1.55

See accompanying notes to consolidated financial statements.

F-4

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124

Black

04-07
19:41

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139443_020_Nasdaq_1-188.p111.pdf

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04-07
19:41

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F-6

139443_020_Nasdaq_1-188.p112.pdf

126

Black

04-07
19:41

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The NASDAQ OMX Group, Inc.

Consolidated Statements of Comprehensive Income (Loss)
(in millions)

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss):

Net unrealized holding losses on available-for-sale investment

securities:

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized holding losses arising during the period . . . . . . . . . . . . . . . .
Income tax benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reclassification adjustment for losses realized in net income on

available-for-sale investment security . . . . . . . . . . . . . . . . . . . . . . . .

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Foreign currency translation gains (losses):

Net foreign currency translation gains (losses) . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax (expense) benefit

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Unrealized gains (losses) on cash flow hedges:

Unrealized gains (losses) on cash flow hedges arising during the

period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Income tax (expense) benefit
Reclassification adjustment for loss realized in net income on cash

flow hedges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax benefit recognized in net income during the period . . . . . . .

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Employee benefit plans: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employee benefit plan adjustment losses . . . . . . . . . . . . . . . . . . . . . . . .
Income tax benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total other comprehensive income (loss), net of tax . . . . . . . . . . . . . . .

Comprehensive income (loss)

Comprehensive (income) loss attributable to noncontrolling interests . . . . .

Year Ended December 31,

2010

2009

2008

389

263

315

(3)
1

—

(2)

231
(98)

133

—
—

9
(3)

(5)
2

(3)

134

523

(5)

—

(35)
—

—

399
(184)

215

(1,038)
437

(601)

2
(1)

—
—

(9)
6

(3)

213

476

(11)
4

—
—

(7)

(7)
1

(6)

(614)

(299)

(1)

Comprehensive income (loss) attributable to NASDAQ OMX . . . . . . . . . . . .

529

479

$ (300)

See accompanying notes to consolidated financial statements.

F-7

139443_020_Nasdaq_1-188.p113.pdf

127

Black

04-07
19:41

The NASDAQ OMX Group, Inc.

Consolidated Statements of Cash Flows
(in millions)

Cash flows from operating activities
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess tax benefits related to share-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on divestiture of businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for bad debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Charges related to debt refinancing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on the early extinguishment of debt obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred taxes, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on sale of investment security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sales of businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net (income) loss from unconsolidated investees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt conversion expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asset retirements and impairment charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on foreign currency contracts, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accretion of 2.50% convertible senior notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other non-cash items included in net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net change in operating assets and liabilities, net of effects of acquisitions and divestitures:

Receivables, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable and accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 31 fees payable to SEC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued personnel costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Cash provided by operating activities

Cash flows from investing activities
Purchases of trading securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase of equity method investment
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sales and redemptions of trading securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sales and redemptions of available-for-sale investment securities . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sales of equity method investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of foreign currency contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlement of foreign currency contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisitions of businesses, net of cash and cash equivalents acquired and purchase accounting adjustments . . . .
Dispositions of businesses, net of cash and cash equivalents disposed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of property and equipment

Cash used in investing activities

Year Ended
December 31,

2010

2009

2008

389

$ 263

315

103
33
(2)
11
5
37
—
(35)
—
—

(2)

—

—
14
2

5
(79)
4
(55)
2
14
6
(18)

440

(237)
—
350
—

—
—
(190)
—
(42)

(118)

104
35
(4)

—
1
—

(4)
(10)
5
(12)
107
25
13
—

13
(2)

33
130
(125)
88
(41)
4
(37)
(4)

582

(607)
(16)
542
25
54

—
—

(6)
14
(59)

93
26
(5)

—
4
—
—
(107)
—
—
(27)
—
42
58
11
2

31
(181)
20
(54)
21
(42)
(9)
18

216

(164)
—
—
15
—
(13)
67
(2,999)
—
(55)

(53)

(3,149)

Cash flows from financing activities
Proceeds from debt obligations, net of debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments of debt obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash paid for repurchase of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from contributions of noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash inducement payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net proceeds from exercise of warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuances of common stock, net of treasury stock purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess tax benefits related to share-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,409
(2,216)

—
(340)

(797) —

(2)
3
—
—
6
2

(6)
7
(9)

—
8
4

Cash provided by (used in) financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(595)

(336)

Effect of exchange rate changes on cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents at beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(6)

(279)
594

220
374

2,422
(428)
—
—
—
—
22
8
5

2,029

(47)

(951)
1,325

Cash and cash equivalents at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

315

$ 594

374

Supplemental Disclosure Cash Flow Information
Cash paid for:

Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes, net of refund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$
$

53
148

$ 71
$ 153

$
$

67
266

See accompanying notes to consolidated financial statements.

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Notes to Consolidated Financial Statements

1. Organization and Nature of Operations

We also operate NASDAQ OMX Armenia. In addition, NASDAQ OMX Commodities operates the world’s

largest power derivatives exchange, one of Europe’s largest carbon exchanges and N2EX, a marketplace for
physical U.K. power contracts.

In some of the countries where we operate exchanges, we also provide clearing, settlement and depository

services.

We manage, operate and provide our products and services in three business segments: Market Services,

Issuer Services and Market Technology.

Market Services

U.S. Transaction Services

In the U.S., we offer trading in cash equity securities, derivatives and ETFs on The NASDAQ Stock Market,

The NASDAQ Options Market, NASDAQ OMX PHLX, NASDAQ OMX BX, NASDAQ OMX PSX and NFX,
and engage in riskless principal trading of OTC power and gas contracts through NOCC. Our transaction-based

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Notes to Consolidated Financial Statements—(Continued)

platforms in the U.S. provide market participants with the ability to access, process, display and integrate orders
and quotes for cash equity securities, derivatives and ETFs. The platforms allow the routing and execution of buy
and sell orders as well as the reporting of transactions for cash equity securities, derivatives and ETFs, providing
fee-based revenues.

Cash Equities Trading

The NASDAQ Stock Market is the largest single pool of liquidity for trading U.S.-listed cash equities,

matching an average of approximately 18.8% of all U.S. cash equities volume for 2010. In January 2009, we
launched a second U.S. cash equities market called NASDAQ OMX BX. With NASDAQ OMX BX, we offer a
second quote within the U.S. cash equities marketplace providing our customers enhanced trading choices and
pricing flexibility within the U.S. cash equities marketplace. During the year ended December 31, 2010,
NASDAQ OMX BX matched an average of approximately 3.3% of all U.S. cash equities volume.

U.S. Derivative Trading and Clearing

In the U.S., we operate The NASDAQ Options Market and NASDAQ OMX PHLX for the trading of equity

options, ETF options, index options and currency options. As of December 31, 2010, NASDAQ OMX PHLX
was the largest options market in the U.S. NASDAQ OMX PHLX operates a hybrid electronic and floor-based
market as a distinct market alongside The NASDAQ Options Market. During the year ended December 31, 2010,
NASDAQ OMX PHLX and The NASDAQ Options Market had an average combined market share of
approximately 27.4% in the U.S. equity options market, consisting of approximately 23.4% at NASDAQ OMX
PHLX and approximately 4.0% at The NASDAQ Options Market. Together, the 27.4% represented the largest
share of the U.S. equity and ETF options market. Our options trading platforms provide trading opportunities to
both retail investors and high frequency trading firms, who tend to prefer electronic trading, and institutional
investors, who typically pursue more complex trading strategies and often prefer to trade on the floor.

In the U.S., we also operate NFX which offers trading for currency futures and other financial futures. Most

futures traded on NFX clear at the OCC. In addition, NFX serves as the designated contract market for interest
rate swap futures that are cleared through IDCH.

Through IDCH, our majority-owned subsidiary IDCG brings a centrally-cleared solution to the largest
segment of the OTC derivatives marketplace, specifically interest rate derivative products. IDCH acts as the CCP
for clearing interest rate swap futures contracts. IDCH utilizes NASDAQ OMX matching and clearing
technology to clear and settle these interest rate derivative products.

With the purchase of the assets of North American Energy Credit and Clearing Corp. in March 2010 by our

newly-established subsidiary NOCC, NASDAQ OMX expanded its presence in the OTC energy commodity
markets.

European Transaction Services

Nordic Transaction Services

The exchanges that comprise NASDAQ OMX Nordic offer trading for cash equities and bonds, trading and
clearing services for derivatives, and clearing services for resale and repurchase agreements. Our platform allows

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The NASDAQ OMX Group, Inc.

Notes to Consolidated Financial Statements—(Continued)

the exchanges to share the same trading system which enables efficient cross-border trading and settlement, cross
membership and a single source for Nordic market data.

Trading is offered in Nordic securities such as cash equities and depository receipts, warrants, convertibles,

rights, fund units, ETFs, bonds and other interest-related products. NASDAQ OMX Stockholm and NASDAQ
OMX Copenhagen also offer trading in derivatives, such as stock options and futures, index options and futures,
fixed-income options and futures and stock loans. Settlement and registration of cash trading takes place in
Sweden, Finland, Denmark and Iceland via the local central securities depositories.

On NASDAQ OMX Stockholm, we offer clearing services for fixed-income options and futures, stock

options and futures and index options and futures by serving as the CCP. In doing so, we guarantee the
completion of the transaction and market participants can thereby limit their counterparty risk. We also act as the
counterparty for certain OTC contracts. Beginning in October 2009, most of our cash equity trades on the
exchanges that comprise NASDAQ OMX Nordic are centrally cleared by EMCF, a leading European
clearinghouse in which we own a 22% equity stake.

In September 2010, NASDAQ OMX launched a clearing service for resale and repurchase agreements. As a

result of an agreement between the Swedish Money Market Council and NASDAQ OMX, the entire Swedish
Interbank resale and repurchase market will ultimately be cleared through NASDAQ OMX Stockholm.

For further discussion of our Nordic clearing operations, see “Derivative Positions, at Fair Value,” and

“Resale and Repurchase Agreements, at Contract Value,” of Note 2, “Summary of Significant Accounting
Policies.”

Baltic Transaction Services

NASDAQ OMX Baltic operations comprise the exchanges in Tallinn (Estonia), Riga (Latvia) and Vilnius

(Lithuania). During the first quarter of 2010, we acquired the remaining 7% minority holding in NASDAQ OMX
Tallinn and an additional ownership stake of 0.4% in NASDAQ OMX Vilnius, both for immaterial amounts. As
of December 31, 2010, NASDAQ OMX owns 100% of NASDAQ OMX Tallinn, 95% of NASDAQ OMX
Vilnius and 93% of NASDAQ OMX Riga. In addition, NASDAQ OMX Tallinn owns 100% of the central
securities depository in Estonia, NASDAQ OMX Riga owns 100% of the central securities depository in Latvia,
and NASDAQ OMX Vilnius owns 40% of the central securities depository in Lithuania.

Pan-European Transaction Services

In the second quarter of 2010, we made a strategic decision to close the business of NEURO. We retained

our London office and data hub, where we support trading and market data clients, run the U.K. power exchange

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The NASDAQ OMX Group, Inc.

Notes to Consolidated Financial Statements—(Continued)

N2EX, and manage our overseas listings operation. As a result of this decision, we recorded a loss of $6 million
in the second quarter of 2010. This charge was included in loss on divestiture of businesses in the Consolidated
Statements of Income for the year ended December 31, 2010. Our decision to close the business of NEURO will
not have a significant impact on our future results of operations.

Commodities Trading and Clearing

NASDAQ OMX Commodities offers derivatives and carbon products, operates a clearing business and
offers consulting services to commodities markets globally. With our acquisition of Nord Pool, NASDAQ OMX
Commodities’ offering now includes the world’s largest power derivatives exchange and one of Europe’s largest
carbon exchanges.

In January 2010, NASDAQ OMX Commodities and Nord Pool Spot launched N2EX, a marketplace for

physical UK power contracts.

For further discussion of our NASDAQ OMX Commodities clearing operations, see “Derivative Positions,

at Fair Value,” of Note 2, “Summary of Significant Accounting Policies.”

Access Services

We provide market participants with several alternatives for accessing our markets for a fee. We provide

co-location services to market participants whereby firms may lease space for equipment within our data center.
These participants are charged monthly fees for cabinet space, connectivity and support. We also earn revenues
from annual and monthly exchange membership and registration fees.

Market Data

We earn Market Data revenues from U.S. tape plans and U.S. and European proprietary market data

products.

Net U.S. Tape Plans

The NASDAQ Stock Market operates as the exclusive Securities Information Processor of the UTP Plan for
the collection and dissemination of best bid and offer information and last transaction information from markets
that quote and trade in NASDAQ-listed securities. The NASDAQ Stock Market, NASDAQ OMX BX and
NASDAQ OMX PSX are participants in the UTP Plan and share in the net distribution of revenue according to
the plan on the same terms as the other plan participants. In the role as the Securities Information Processor, The
NASDAQ Stock Market collects and disseminates quotation and last sale information for all transactions in
NASDAQ-listed securities whether traded on The NASDAQ Stock Market or other exchanges. We sell this
information to market participants and to data distributors, who then provide the information to subscribers. After
deducting costs associated with our role as an exclusive Securities Information Processor, as permitted under the

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The NASDAQ OMX Group, Inc.

Notes to Consolidated Financial Statements—(Continued)

revenue sharing provision of the UTP Plan, we distribute the tape revenues to the respective UTP Plan
participants, including The NASDAQ Stock Market, NASDAQ OMX BX and NASDAQ OMX PSX, based on a
formula required by Regulation NMS that takes into account both trading and quoting activity. In addition, all
quotes and trades in NYSE- and NYSE Amex-listed securities are reported and disseminated in real time, and as
such, we share in the tape revenues for information on NYSE- and NYSE Amex-listed securities.

U.S. Market Data Products

Our market data products enhance transparency and provide critical information to professional and
non-professional investors. We collect, process and create information and earn revenues as a distributor of our
own, as well as select third-party content. We provide varying levels of quote and trade information to market
participants and to data distributors, who in turn provide subscriptions for this information. Our systems enable
distributors to gain direct access to our market depth, index values, mutual fund valuation, order imbalances,
market sentiment and other analytical data. We earn revenues primarily based on the number of data subscribers
and distributors of our data.

European Market Data Products

The exchanges that comprise NASDAQ OMX Nordic, NASDAQ OMX Baltic and NASDAQ OMX

Commodities offer European market data products and services. These data products and services provide critical
market transparency to professional and non-professional investors who participate in European marketplaces
and, at the same time, give investors greater insight into these markets.

Broker Services

Our Broker Services operations offer technology and customized securities administration solutions to
financial participants in the Nordic market. Broker Services provide services through a registered securities
company which is regulated by the SFSA. The primary services consist of flexible back-office systems, which
allow customers to entirely or partly outsource their company’s back-office functions.

We offer customer and account registration, business registration, clearing and settlement, corporate action

handling for reconciliations and reporting to authorities. Available services also include direct settlement with the
Nordic central securities depositories, real-time updating and communication via SWIFT to deposit banks.
Revenues are based on a fixed basic fee for back-office brokerage services, such as administration or licensing,
maintenance and operations, and a variable portion that depends on the number of transactions completed.

Acquisition of FTEN

In December 2010, we completed our acquisition of FTEN, a leading provider of RTRM solutions for the

financial securities market. As a market leader in RTRM, FTEN is well positioned to grow as the industry is
becoming more focused on solutions for effectively managing risk. Market participants are seeking tools that

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The NASDAQ OMX Group, Inc.

Notes to Consolidated Financial Statements—(Continued)

provide real-time, low latency enterprise-wide risk management, market awareness and control. FTEN’s
technology provides broker-dealers and their clients the ability to manage risk more effectively in real-time,
which leads to better utilization of capital as well as improved regulatory compliance. We will offer FTEN
solutions to our global base of broker-dealers and the international exchange community. For further discussion
of our FTEN acquisition, see Note 3, “Acquisitions and Strategic Initiatives.”

Issuer Services

Our Issuer Services segment includes our Global Listing Services and Global Index Group businesses.

Global Listing Services

Our Global Listing Services business includes our U.S. Listings, European Listings and Corporate Solutions

businesses.

U.S. Listings

Companies listed on The NASDAQ Stock Market represent a diverse array of industries including health
care, consumer products, telecommunication services, information technology, financial services, industrials and
energy. There are three types of fees applicable to companies that list on The NASDAQ Stock Market: an annual
renewal fee, a listing of additional shares fees and an initial listing fee. Annual renewal fees for securities listed
on The NASDAQ Stock Market are based on total shares outstanding. The fee for listing of additional shares is
also based on the total shares outstanding, which we review quarterly, and the initial listing fee for securities
listed on The NASDAQ Stock Market includes a listing application fee and a total shares outstanding fee.

European Listings

We also offer listings on our Nordic and Baltic exchanges and NASDAQ OMX First North. Revenues are
generated through annual fees paid by companies listed on these exchanges, which are measured in terms of the
listed company’s market capitalization on a trailing 12-month basis. Our European listing customers are
organizations such as companies, funds or governments that issue and list securities on the exchanges of
NASDAQ OMX Nordic and NASDAQ OMX Baltic. Customers issue securities in the forms of cash equities,
depository receipts, warrants, ETFs, convertibles, rights, options, bonds and fixed-income related products.

For smaller companies and growth companies, we offer access to the financial markets through the

NASDAQ OMX First North alternative marketplaces.

Corporate Solutions

Our Corporate Solutions business provides customer support services, products and programs to companies,
including companies listed on our exchanges. Through our Corporate Solutions offerings, companies gain access

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The NASDAQ OMX Group, Inc.

Notes to Consolidated Financial Statements—(Continued)

to innovative products and services that ease transparency, mitigate risk, maximize board efficiency and facilitate
better corporate governance.

Acquisition of Zoomvision Mamato

In December 2010, we completed our acquisition of ZVM, a provider of webcasting and investor relations

communication services for companies in the Nordic regions. ZVM, which is the leading provider of webcasting
services in Northern Europe, will add to the growing range of capabilities and services NASDAQ OMX offers
public and private companies in the U.S. and Europe.

Global Index Group

We develop and license NASDAQ OMX branded indexes, associated derivatives and financial products as

part of our Global Index Group. We believe that these indexes and products leverage, extend and enhance the
NASDAQ OMX brand. License fees for our trademark licenses vary by product based on a percentage of
underlying assets, dollar value of a product issuance, number of products or number of contracts traded. In
addition to generating licensing revenues, these products, particularly mutual funds and ETFs, lead to increased
investments in companies listed on our global exchanges, which enhances our ability to attract new listings. We
also license cash-settled options, futures and options on futures on our indexes.

Market Technology

The Market Technology segment delivers technology and services to marketplaces, brokers and regulators

throughout the world. Market Technology provides technology solutions for trading, clearing, settlement, and
information dissemination, and also offers facility management integration, surveillance solutions and advisory
services to over 70 exchanges, clearing organizations and central securities depositories in more than 50
countries. We serve as a technology partner to some of the world’s most prominent exchanges, and we also
provide critical technical support to start-ups and new entrants in the exchange space. Revenues are derived from
the following primary sources:

•

license, support and facility management revenues;

delivery project revenues; and

change request, advisory and broker surveillance revenues

License and support revenues are derived from the system solutions developed and sold by NASDAQ
OMX. After we have developed and sold a system solution, the customer licenses the right to use the software
and may require post contract support and other services. Facility management revenues are derived when
NASDAQ OMX assumes responsibility for the continuous operation of a system platform for a customer.

Delivery project revenues are derived from the installation phase of the system solutions developed and sold

by NASDAQ OMX. The majority of our delivery projects involve individual adaptations to the specific
requirements of the customer, such as those relating to functionality and capacity.

Change request revenues include customer specific adaptations and modifications of the system solution

sold by NASDAQ OMX after delivery has occurred. Advisory services are designed to support our customers’
strategies and help them with critical decisions in a highly demanding business environment. Broker surveillance
revenues are derived from surveillance solutions targeting brokers and regulators throughout the world.

In August 2010, we completed our acquisition of SMARTS, a leading technology provider of surveillance

solutions to exchanges, regulators and brokers. This acquisition is part of our strategy to diversify our Market

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The NASDAQ OMX Group, Inc.

Notes to Consolidated Financial Statements—(Continued)

Technology business and enter the broker surveillance and compliance market. We believe that this acquisition
will strengthen our position as the leading technology partner to marketplaces worldwide. For further discussion
of our SMARTS acquisition, see Note 3, “Acquisitions and Strategic Initiatives.”

For further discussion of our segments, see Note 18, “Segments.” For further discussion of our revenue
recognition policies, see “Revenue Recognition and Cost of Revenues,” of Note 2, “Summary of Significant
Accounting Policies.”

2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The consolidated financial statements are prepared in accordance with U.S. GAAP. The financial statements

include the accounts of NASDAQ OMX, its wholly-owned subsidiaries and other entities in which NASDAQ
OMX has a controlling financial interest. All significant intercompany accounts and transactions have been
eliminated in consolidation. We consolidate those entities in which we are the primary beneficiary of a variable-
interest entity, or VIE, and entities where we have a controlling financial interest. We were not the primary
beneficiary of any VIE for any of the three years in the period ended December 31, 2010. When NASDAQ OMX
is not the primary beneficiary of a VIE or does not have a controlling interest in an entity but exercises
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 an investee from the most recent available financial statements on a
lag. See Note 5, “Investments,” for further discussion of our equity method investments.

We have evaluated our subsequent events through the issuance date of this Annual Report on Form 10-K.

Certain prior year amounts have been reclassified to conform to the current year presentation.

Use of Estimates

The preparation of 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 consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Foreign Currency Translation

Foreign denominated assets and liabilities are remeasured into the functional currency at exchange rates in

Translation gains or losses resulting from translating our subsidiaries’ financial statements from the local

functional currency to the reporting currency, net of tax, are included in accumulated other comprehensive
income (loss) within stockholders’ equity in the Consolidated Balance Sheets. Assets and liabilities are translated
at the balance sheet date while revenues and expenses are translated at the date the transaction occurs or at an
applicable average rate.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks and all non-restricted highly liquid investments with
original maturities of three months or less at the time of purchase. Such equivalent investments included in cash

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The NASDAQ OMX Group, Inc.

Notes to Consolidated Financial Statements—(Continued)

and cash equivalents in the Consolidated Balance Sheets were $215 million as of December 31, 2010 and $314
million as of December 31, 2009. Cash equivalents are carried at cost plus accrued interest, which approximates
fair value due to the short maturities of these investments.

Restricted Cash

Restricted cash, which was $60 million as of December 31, 2010 and $30 million as of December 31, 2009,
is not available for general use by us due to regulatory and other requirements and is classified as restricted cash
in the Consolidated Balance Sheets. Non-current restricted cash was $105 million as of December 31, 2010 and
$80 million as of December 31, 2009. As of December 31, 2010 and 2009, non-current restricted cash includes a
deposit in the guaranty fund of IDCG of $80 million which may consist of cash, cash equivalents, or short-term
investments. As of December 31, 2010, a portion of IDCG’s guaranty fund was invested in short-term reverse
repurchase agreements. These reverse repurchase agreements, which totaled $16 million as of December 31,
2010, are recorded at the contract amount plus accrued interest, which approximates fair value. In addition, as of
December 31, 2010, non-current restricted cash includes our $25 million capital injection to NOCC to improve
its liquidity position. These amounts are classified as non-current restricted cash in the Consolidated Balance
Sheets.

Financial Investments

Financial investments, at fair value in the Consolidated Balance Sheets, represent debt securities that are
classified as trading investment securities and our available-for-sale investment security in DFM. Debt securities
are bought principally to meet regulatory capital requirements for NASDAQ OMX Stockholm’s clearing
operations and are generally sold in the near term. Changes in fair value of trading investment securities are
included in dividend and investment income in the Consolidated Statements of Income. Equity securities that are
classified as long-term available-for-sale investment securities are carried at fair value in the Consolidated
Balance Sheets in other assets with unrealized gains and losses, net of tax, reported in accumulated other
comprehensive income (loss) within stockholders’ equity. Realized gains and losses on these securities are
included in earnings upon disposition of the securities using the specific identification method. In addition,
realized losses are recognized when management determines that a decline in value is other-than-temporary,
which requires judgment regarding the amount and timing of recovery. Indicators of other-than-temporary
impairment for debt securities include issuer downgrade, default, or bankruptcy. For equity securities we also
consider the extent to which cost exceeds fair value, the duration of that difference and management’s judgment
about the issuer’s current and prospective financial condition, as well as our intent and ability to hold the security
until recovery of the unrealized losses. In addition, for equity securities we also consider the performance of the
investee’s stock price in relation to industry indexes and review the investee’s credit profile. In 2008, we
recorded an other-than-temporary impairment loss on our Oslo long-term available-for-sale investment security
of $35 million in asset impairment charges in the Consolidated Statements of Income. In 2009, we sold this
investment security and recognized a $5 million loss which is recorded in loss on sale of investment security in
the Consolidated Statements of Income.

Fair value of both available-for-sale and trading investment securities are generally obtained from third

party pricing sources. When available, quoted market prices are used to determine fair value. If quoted market
prices are not available, fair values are estimated using pricing models, where the inputs to those models are
based on observable market inputs. The inputs to the valuation models vary by the type of security being priced
but are typically benchmark yields, reported trades, broker dealer quotes, and prices of similar assets. Pricing
models generally do not entail material subjectivity because the methodologies employed use inputs observed
from active markets. See Note 14, “Fair Value of Financial Instruments,” for further discussion of fair value
measures.

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The NASDAQ OMX Group, Inc.

Notes to Consolidated Financial Statements—(Continued)

Receivables, net

Our receivables are concentrated with our member firms, market data distributors, listed companies and
market technology customers. Receivables are shown net of reserves for uncollectible accounts. The reserve for
bad debts is maintained at a level that management believes to be sufficient to absorb estimated losses in the
accounts receivable portfolio. The reserve is increased by the provision for bad debts which is charged against
operating results and decreased by the amount of charge-offs, net of recoveries. The amount charged against
operating results is based on several factors including, but not limited to, a continuous assessment of the
collectability of each account, the length of time a receivable is past due and our historical experience with the
particular customer. In circumstances where a specific customer’s inability to meet its financial obligations is
known (i.e., bankruptcy filings), we record a specific provision for bad debts against amounts due to reduce the
receivable to the amount we reasonably believe will be collected. Due to changing economic, business and
market conditions, we review the reserve for bad debts monthly and make changes to the reserve through the
provision for bad debts as appropriate. If circumstances change (i.e., higher than expected defaults or an
unexpected material adverse change in a major customer’s ability to pay), our estimates of recoverability could
be reduced by a material amount. Total reserves netted against receivables in the Consolidated Balance Sheets
were $3 million at December 31, 2010 and December 31, 2009.

Derivative Positions, at Fair Value

Through our clearing operations in the derivative markets with NASDAQ OMX Commodities and

NASDAQ OMX Stockholm, we are the legal counterparty for each derivative position traded and thereby
guarantee the fulfillment of each contract. We also act as the counterparty for certain trades on OTC derivative
contracts. The derivatives are not used by NASDAQ OMX Commodities or NASDAQ OMX Stockholm for the
purpose of trading on their own behalf. As the legal counterparty of each transaction, NASDAQ OMX
Commodities and NASDAQ OMX Stockholm bear the counterparty risk between the purchaser and the seller in
the contract. The counterparty risks are measured using models that are agreed to with the Financial Supervisory
Authority of the applicable country, which requires us to provide minimum guarantees and maintain certain
levels of regulatory capital.

The structure and operations of NASDAQ OMX Commodities and NASDAQ OMX Stockholm differ from

other clearinghouses. NASDAQ OMX Commodities and NASDAQ OMX Stockholm are not member-owned
organizations, do not maintain a guarantee fund to which members contribute and do not enforce loss sharing
assessments amongst members. In addition, unlike other clearinghouses, they do not record any margin deposits
and guarantee funds in the Consolidated Balance Sheets, as all risks and rewards of collateral ownership,
including interest, belongs to the counterparty. Market participants must provide collateral to cover the daily
margin call as needed, which is in addition to the initial collateral placed when entering into the transaction.
Acceptable collateral is cash and eligible securities in a pledged bank account and/or an on-demand guarantee.
All collateral is maintained at a third-party custodian bank for the benefit of the clearing members and is
accessible by NASDAQ OMX in the event of default. In addition, market participants must meet certain
minimum financial standards to mitigate the risk if they become unable to satisfy their obligations. For
NASDAQ Commodities, trading on the contracts can take place up until the delivery period which can occur
over a period of several years. For NASDAQ OMX Stockholm, following the completion of a transaction,
settlement primarily takes place between parties by net cash settlement or with the exchange of securities and
funds. For those transactions where there is an exchange of securities and funds, the transfer of ownership is
registered and the securities are stored on the owner’s behalf.

The fair value of these derivative contracts with NASDAQ OMX Commodities and NASDAQ OMX

Stockholm is reported gross in the Consolidated Balance Sheets as a receivable pertaining to the purchasing party

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Notes to Consolidated Financial Statements—(Continued)

and a payable pertaining to the selling party. Such receivables and liabilities attributable to outstanding derivative
positions have been netted to the extent that such a legal offset right exists and, at the same time, that it is our
intention to settle these items.

We have the responsibility for clearing, or settlement of payment, for the derivative and equity transactions.

Certain timing differences may exist related to the periodic cash settlement of counterparty trades between
NASDAQ OMX Stockholm and other clearinghouses and customers, where we are acting as intermediary and
guaranteeing the fulfillment of each contract. We have recorded receivables and payables associated with such
timing differences in other current assets and other current liabilities, respectively, in the Consolidated Balance
Sheets. Nord Pool is responsible for exchange operations and trading activities on all counterparty trades where
NASDAQ OMX Commodities is acting as intermediary. There are no timing differences related to the settlement
of these transactions as all trades occur through Nord Pool and not between other exchanges with different
settlement requirements.

Resale and Repurchase Agreements, at Contract Value

Through our clearing operations in the resale and repurchase markets with NASDAQ OMX Stockholm, we
are the legal counterparty for each resale and repurchase contract traded and thereby guarantee the fulfillment of
each contract. We only clear these transactions once a bilateral contract between members has been entered into
whereby the two members have agreed on all terms in the transaction. The resale and repurchase agreements are
not used for financing purposes by NASDAQ OMX Stockholm. As the legal counterparty of each transaction,
NASDAQ OMX Stockholm bears the counterparty risk between the purchaser and the seller in the resale and
repurchase agreement.

The structure and operations for the resale and repurchase market is similar to the derivative markets for
NASDAQ OMX Commodities and NASDAQ OMX Stockholm. As discussed above in “Derivative Positions, at
Fair Value,” NASDAQ OMX Commodities and NASDAQ OMX Stockholm are not member-owned
organizations, do not maintain a guarantee fund to which members contribute and do not enforce loss sharing
assessments amongst members. In addition, unlike other clearinghouses, they do not record any margin deposits
and guarantee funds in the Consolidated Balance Sheets, as all risks and rewards of collateral ownership,
including interest, belongs to the counterparty. For resale and repurchase agreements, collateral is not held by
NASDAQ OMX Stockholm. All resale and repurchase clearing activities are transacted under our clearing
member agreements that give us the right, in the event of default, to liquidate collateral pledged between the
clearing members and to offset receivables and payables with the same counterparty.

Pledged collateral, which is transferred through NASDAQ OMX Stockholm at initiation of the bilateral

contract between the two clearing member counterparties, primarily consists of Swedish government debt
securities. Market participants must meet certain minimum financial standards to mitigate the risk if they become
unable to satisfy their obligations. In the event that one of the participants cannot fulfill its obligation to deliver
or receive the underlying security at the agreed upon price, NASDAQ OMX Stockholm is required to buy or sell
the security in the open market to fulfill its obligation. In order to protect itself against a price movement in the
value of the underlying security, or price risk, NASDAQ OMX Stockholm requires all participants to provide
additional margin as needed, which is valued on a daily basis and is maintained at a third-party custodian bank
for the benefit of the clearing members and is accessible by NASDAQ OMX Stockholm in the event of default.

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Notes to Consolidated Financial Statements—(Continued)

Derivative Financial Instruments and Hedging Activities

At December 31, 2009, we held derivative financial instruments which were designated and qualified for
hedge accounting. Derivative financial instruments, which are designated or qualify for hedge accounting, are
recognized in the balance sheets at fair value as either assets or liabilities. The fair value of our derivative
financial instruments is determined using either market quotes or valuation models that are based upon the net
present value of estimated future cash flows and incorporate current market data inputs. We report our derivative
assets in either other current assets or other assets and our derivative liabilities in either other current liabilities or
other liabilities in the Consolidated Balance Sheets depending on the terms of the contract. Any ineffectiveness is
recorded in earnings. The accounting for the change in the fair value of a derivative financial instrument depends
on its intended use and the resulting hedge designation, if any. As of December 31, 2010, there were no
derivative financial instruments that were designated or qualified for hedge accounting. As of December 31,
2009, our derivative financial instruments which were designated and qualified for hedge accounting were cash
flow hedges of our floating rate debt. As such, the accounting for the change in fair value of the derivative was
included in accumulated other comprehensive loss in the Consolidated Balance Sheets. In the first quarter of
2010, in connection with the repayment of our senior secured credit facilities in place as of December 31, 2009,
we terminated our interest rate swaps and reclassified into earnings the unrealized loss of $9 million which was
included in accumulated other comprehensive loss in the Consolidated Balance Sheets at December 31, 2009.
This loss is included in general, administrative and other expense in the Consolidated Statements of Income for
the year ended December 31, 2010. Any ineffectiveness would impact earnings through interest expense. There
was no material ineffectiveness recorded in earnings for the years ended December 31, 2010 and December 31,
2009. For further discussion of hedging activities, see below and Note 15, “Derivative Financial Instruments and
Hedging Activities.”

Derivative Financial Instruments that Qualify for Hedge Accounting

Derivative financial instruments that are entered into for hedging purposes are designated as such when we

enter into the contract. For all derivative financial instruments that are designated for hedging activities, we
formally document all of the hedging relationships between the hedge instruments and the hedged items at the
inception of the relationships. We also formally document our risk management objectives and strategies for
entering into the hedge transactions. We formally assess, at inception and on a quarterly basis, whether
derivatives designated as hedges are highly effective in offsetting the fair value or cash flows of hedged items. If
it is determined that a derivative is no longer highly effective as a hedge, we will discontinue the application of
hedge accounting.

Non-Designated Derivatives

We also use derivatives as economic hedges that are not designed as accounting hedges or do not qualify for

hedge accounting treatment. For derivative financial instruments that do not qualify for hedge accounting or are
not designated as hedges, changes in fair value are reported in current period earnings. As of December 31, 2008,
we had open foreign currency contracts hedging currency risk and recorded a $58 million net loss within gain
(loss) on foreign currency contracts in the Consolidated Statements of Income. See Note 15, “Derivative
Financial Instruments and Hedging Activities,” for further discussion. We did not enter into any material
economic hedges that did not qualify for or were not designated for hedge accounting during the years ended
December 31, 2010 and 2009.

Property and Equipment, net

Property and equipment, including leasehold improvements, are carried at cost less accumulated

depreciation and amortization. Depreciation and amortization are generally recognized over the estimated useful

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Notes to Consolidated Financial Statements—(Continued)

lives of the related assets. Estimated useful lives generally range from 10 to 40 years for buildings and
improvements, two to five years for data processing equipment and software and five to 10 years for furniture
and equipment. Leasehold improvements are amortized over the shorter of their estimated useful lives or the
remaining term of the related lease. Depreciation and amortization are computed using the straight-line method.
See Note 6, “Property and Equipment, net,” for further discussion.

Goodwill

Goodwill represents the excess of 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 are required to test goodwill for impairment at
the reporting unit level annually, or in interim periods if certain events occur indicating that the carrying value
may be impaired. We test for impairment during the fourth quarter of our fiscal year using October 1st carrying
values. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded to the
extent that the fair value of the goodwill is less than the carrying value. The determination of fair value includes
considerations of projected cash flows, relevant trading multiples of comparable companies and the trading price
of our common stock and other factors. There was no impairment of goodwill for the years ended December 31,
2010, 2009 and 2008. Although there is no impairment as of December 31, 2010, events such as economic
weakness and unexpected significant declines in operating results of reporting units may result in our having to
perform a goodwill impairment test for some or all of our reporting units prior to the required annual assessment.
These types of events and the resulting analysis could result in goodwill impairment charges in the future. See
Note 4, “Goodwill and Purchased Intangible Assets,” for further discussion.

Intangible Assets, net

Intangible assets, net, primarily include exchange and clearing registrations, customer relationships, trade
names, licenses and technology. Intangible assets with finite lives are amortized on a straight-line basis over their
average estimated useful lives as follows:

•

Technology: 3—10 years

• Customer relationships: 10—30 years

• Other: 4—10 years

Intangible assets deemed to have indefinite useful lives are not amortized but instead are tested for

impairment at least annually and more frequently whenever events or changes in circumstances indicate that the
fair value of the asset may be less than its carrying amount. Similar to goodwill impairment testing, we test for
impairment of indefinite-lived intangible assets during the fourth quarter of our fiscal year using October 1st
carrying values. Impairment exists if the carrying value of the indefinite-lived intangible asset exceeds its fair
value. For finite-lived intangible assets subject to amortization, impairment is considered upon certain “triggering
events” and is recognized if the carrying amount is not recoverable and the carrying amount exceeds the fair
value of the intangible asset. In 2008, we recorded an impairment loss of finite-lived intangible assets of $7
million primarily related to our insurance agency business, which was part of Corporate Solutions within our
Issuer Services segment. This charge was included in asset impairment charges in the Consolidated Statements of
Income. See Note 4, “Goodwill and Purchased Intangible Assets,” for further discussion. There was no
impairment of finite-lived intangible assets in the years ended December 31, 2010 and 2009. There was no
impairment of indefinite-lived intangible assets in the years ended December 31, 2010, 2009 and 2008.

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Notes to Consolidated Financial Statements—(Continued)

Valuation of Other Long-Lived Assets

We also assess potential impairments to our other long-lived assets, including property and

equipment, when there is evidence that events or changes in circumstances indicate that the carrying amount of
an asset may not be recovered. An impairment loss is recognized when the carrying amount of the long-lived
asset exceeds its fair value and is not recoverable. The carrying amount of a long-lived asset is not recoverable if
it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the
asset. Any required impairment loss is measured as the amount by which the carrying amount of a long-lived
asset exceeds its fair value and is recorded as a reduction in the carrying value of the related asset and a charge to
operating results. There was no impairment of other long-lived assets in the years ended December 31, 2010,
2009 and 2008.

Equity Method Investments

The equity method of accounting is used when we own less than 50% of the outstanding voting stock of a
company, but exercise significant influence over the operating and financial policies of that company. We have
certain investments in which we have determined that we have significant influence and as such account for the
investments under the equity method of accounting. As such, we record our pro-rata share of earnings or losses
each period and record any dividends as a reduction in the investment balance. We evaluate our equity method
investments for other-than-temporary declines in value by considering a variety of factors such as the earnings
capacity of the investment and the fair value of the investment compared to its carrying amount. In addition, for
investments where the market value is readily determinable, we consider the underlying stock price as an
additional factor. If the estimated fair value of the investment is less than the carrying value and management
considers the decline in value to be other-than-temporary, the excess of the carrying value over the estimated fair
value is recognized in the financial statements as an impairment. In December 2009, we recorded impairment
losses on equity method investments of $87 million related to our investments in NASDAQ Dubai and Agora-X.
No other impairments of equity method investments were recorded in 2010, 2009 or 2008.

We also recognized a $19 million loss on the sale of our Orc shares during 2009. See Note 5, “Investments,”

for further discussion.

Revenue Recognition and Cost of Revenues

Market Services Revenues

Transaction Services

U.S. Cash Equity Trading

U.S. cash equity trading revenues are variable, based on individual customer share volumes, and recognized

as transactions occur. We charge transaction fees for executing cash equity trades in NASDAQ-listed and other
listed securities on The NASDAQ Stock Market, NASDAQ OMX BX, and NASDAQ OMX PSX, as well as on
orders that are routed to other market venues for execution.

In the U.S., we record execution revenues from transactions on a gross basis in revenues and record related

expenses as cost of revenues. Nasdaq Execution Services, which is registered with the SEC as a broker-dealer,
operates as The NASDAQ Stock Market’s, NASDAQ OMX BX’s and NASDAQ OMX PSX’s routing broker-
dealer for sending orders to other venues for execution in accordance with member order instructions and
requirements.

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Notes to Consolidated Financial Statements—(Continued)

Under our Limitation of Liability Rule and procedures, we, subject to certain caps, provide compensation
for losses directly resulting from the systems’ actual failure to correctly process an order, quote, message or other
data into our platform. We do not record a liability for any potential claims that may be submitted under the
Limitation of Liability Rule unless they meet the provisions required in accordance with U.S. GAAP. As such,
losses arising as a result of the rule are accrued and charged to expense only if the loss is probable and estimable.
The Limitation of Liability Rule and procedures apply to both U.S. cash equity and U.S. derivative trading in the
aggregate.

For The NASDAQ Stock Market and NASDAQ OMX PSX we credit a portion of the per share execution
charge to the market participant that provides the liquidity. For NASDAQ OMX BX we credit a portion of the
per share execution charge to the market participant that takes the liquidity. We record these transaction rebates
as U.S. cash equity trading cost of revenues in the Consolidated Statements of Income. These transaction rebates
are paid on a monthly basis and the amounts due are included in accounts payable and accrued expenses in the
Consolidated Balance Sheets.

Also, we pay Section 31 fees to the SEC for supervision and regulation of securities markets. We pass these

costs along to our customers through our cash equity trading fees. We collect the fees as a pass-through charge
from organizations executing eligible trades on NASDAQ’s, NASDAQ OMX BX’s and NASDAQ OMX PSX’s
platforms and we recognize these amounts in U.S. cash equity trading cost of revenues when incurred. Section 31
fees received are included in cash and cash equivalents in the Consolidated Balance Sheets, at the time of receipt
and, as required by law, the amount due to the SEC is remitted semiannually and recorded as Section 31 fees
payable to the SEC in the Consolidated Balance Sheets until paid. 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 rebates,
brokerage, clearance and exchange fees. As we hold the cash received until payment to the SEC, we earn interest
income on the related cash balances.

European Cash Equity Trading

The exchanges that comprise NASDAQ OMX Nordic and NASDAQ OMX Baltic do not have any revenue
sharing agreements or cost of revenues, such as transaction rebates and brokerage, clearance and exchange fees.

U.S. Derivative Trading and Clearing

U.S. derivative trading and clearing revenues are variable, based on traded and cleared volumes, and
recognized when executed or when contracts are cleared. The principal types of derivative contracts traded on
NASDAQ OMX PHLX and The NASDAQ Options Market are equity options, ETF options, index options and
currency options. We also operate NFX, which offers trading for currency futures and other financial futures.
Similar to U.S. cash equity trading, we record derivative trading and clearing revenues from transactions on a
gross basis in revenues and record related expenses as cost of revenues, as we have certain risk associated with
trade execution. For further discussion see “U.S. Cash Equity Trading” above.

As discussed under U.S. cash equity trading, for U.S. derivative trading and clearing we also credit a portion

of the per share execution charge to the market participant that provides the liquidity and record the transaction
rebate as U.S. derivative trading and clearing cost of revenues in the Consolidated Statements of Income. These
transaction rebates are paid on a monthly basis and the amounts due are included in receivables, net in the
Consolidated Balance Sheets.

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Notes to Consolidated Financial Statements—(Continued)

Also, we pay Section 31 fees to the SEC for supervision and regulation of securities markets. We pass these

costs along to our customers through our derivative trading and clearing fees. We collect the fees as a pass-
through charge from organizations executing eligible trades on NASDAQ OMX PHLX and The NASDAQ
Options Market platforms and we recognize these amounts in U.S. derivative trading and clearing cost of
revenues when incurred.

As discussed above, in the U.S., our Limitation of Liability Rule and procedures apply to both U.S. cash

equity and U.S. derivative trading and clearing in the aggregate. Under this rule, we, subject to certain caps,
provide compensation for losses directly resulting from the systems’ actual failure to correctly process an order,
quote, message or other data into our platform.

European Derivative Trading and Clearing

European derivative trading and clearing revenues are also variable, based on the volume of traded and
cleared contracts, and recognized when executed or when contracts are cleared. Derivative trading and clearing is
conducted on NASDAQ OMX Stockholm and NASDAQ OMX Copenhagen. The principal types of derivative
contracts traded are stock options and futures, index options and futures, fixed-income options and futures and
stock loans. On NASDAQ OMX Stockholm, we offer clearing services for fixed-income options and futures,
stock options and futures and index options and futures by serving as the CCP. In doing so, we guarantee the
completion of the transaction and market participants can thereby limit their counterparty risk. We also act as the
counterparty for certain OTC contracts.

European derivative trading and clearing revenues also include clearing revenues for commodities.
NASDAQ OMX Commodities provides access to the world’s largest power derivatives markets and one of
Europe’s largest carbon markets. NASDAQ OMX Commodities offers trading of international power derivatives
and carbon products, operates a clearing business and offers consulting services to commodities markets
globally. Our clearing revenues from trading transactions on Nord Pool are variable, based on cleared volume,
and recognized when contracts are cleared. We also generate clearing revenues for contracts traded on the OTC
derivative market which are also recognized when contracts are cleared. In addition, European derivatives
revenues include annual renewal fees. Each January, NASDAQ OMX Commodities members are billed an
annual fee which is recognized ratably over the following 12-month period.

NASDAQ OMX Commodities and the exchanges that comprise NASDAQ OMX Nordic and NASDAQ
OMX Baltic do not have any revenue sharing agreements or cost of revenues, such as transaction rebates and
brokerage, clearance and exchange fees.

Access Services

We generate revenues by providing market participants with several alternatives for accessing our markets

for a fee. The type of connectivity is determined by the level of functionality a customer needs. As a result,

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Notes to Consolidated Financial Statements—(Continued)

access services revenues vary depending on the type of connection provided to customers. We provide
co-location services to market participants whereby firms may lease space for equipment within our data center.
These participants are charged monthly fees for cabinet space, connectivity and support. We also earn revenues
from annual and monthly exchange membership and registration fees. Revenues for providing access to our
markets, co-location services and revenues for monthly exchange membership and registration fees are
recognized on a monthly basis as the service is provided. Revenues from annual fees for exchange membership
and registration fees are recognized ratably over the following 12-month period.

Market Data

We earn Market Data revenues from U.S. tape plans and U.S. and European proprietary market data

products.

Net U.S. Tape Plans

Revenues from U.S. tape plans include eligible UTP Plan revenues which are shared among UTP Plan
participants and are presented on a net basis. See “Market Data Revenue Sharing” below for further discussion of
net reporting. Under the revenue sharing provision of the UTP Plan, we are permitted to deduct costs associated
with acting as the exclusive Securities Information Processor from the total amount of tape revenues collected.
After these costs are deducted from the tape revenues, we distribute to the respective UTP Plan participants,
including The NASDAQ Stock Market, NASDAQ OMX BX and NASDAQ OMX PSX, their share of tape
revenues based on a formula, required by Regulation NMS, that takes into account both trading and quoting
activity. In addition, all quotes and trades in NYSE- and NYSE Amex-listed securities are reported and
disseminated in real time, and as such, we share in the tape revenues for information on NYSE- and NYSE
Amex-listed securities. Revenues from net U.S. tape plans are recognized on a monthly basis.

U.S. Market Data Products

We collect and process information and earn revenues as a distributor of our market data. We provide

varying levels of quote and trade information to market participants and to data distributors, who in turn sell
subscriptions for this information to the public. We earn revenues primarily based on the number of data
subscribers and distributors of our data. U.S. Market Data revenues are recognized on a monthly basis. These
revenues, which are subscription based, are recorded net of amounts due under revenue sharing arrangements
with market participants.

European Market Data Products

European Market Data revenues, which are subscription based, are generated primarily through the sale and

distribution of trading information based on data generated through trading on the exchanges that comprise
NASDAQ OMX Nordic and NASDAQ OMX Baltic and are recognized on a monthly basis.

Market Data Revenue Sharing

The most significant component of Market Data revenues presented on a net basis is the UTP Plan revenue
sharing in the U.S. All indicators of gross vs. net reporting under U.S. GAAP have been considered in analyzing
the appropriate presentation of UTP Plan revenue sharing. However, the following are the primary indicators of
net reporting:

•

Primary Obligor: We are the Securities Information Processor for the UTP Plan, in addition to being a
participant in the UTP Plan. In our unique role as Securities Information Processor, we facilitate the

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Notes to Consolidated Financial Statements—(Continued)

collection and dissemination of revenues on behalf of the UTP Plan participants. As a participant, we
share in the net distribution of revenues according to the plan on the same terms as all other plan
participants.

• Risk of Loss/Credit Risk: Risk of loss on the revenue is shared equally among plan participants

according to the UTP Plan.

•

Price Latitude: The operating committee of the UTP Plan, which is comprised of representatives from
each of the participants, including us solely in our capacity as a UTP Plan participant, is responsible for
setting the level of fees to be paid by distributors and subscribers and taking action in accordance with
the provisions of the UTP Plan, subject to SEC approval.

The exchanges that comprise NASDAQ OMX Nordic and NASDAQ OMX Baltic do not have any market

data revenue sharing agreements or cost of revenues, such as transaction rebates and brokerage, clearance and
exchange fees.

Broker Services

Our Broker Services operations offer technology and customized securities administration solutions to
financial participants in the Nordic market. The primary services consist of flexible back-office systems, which
allow customers to entirely or partly outsource their company’s back-office functions. Revenues from broker
services are based on a fixed basic fee for administration or licensing, maintenance and operations, and a variable
portion that depends on the number of transactions completed. Broker Services revenues are recognized on a
continuous basis as services are rendered.

Prior to November 2009, we also offered Broker Services operations in the United Kingdom. In November
2009, we sold our Broker Services operations in the United Kingdom to TD Waterhouse and recorded a gain of
$5 million, which is included in gain on sales of businesses in the Consolidated Statements of Income for the
year ended December 31, 2009.

Issuer Services Revenues

Global Listing Services

U.S. Listing Services

European Listing Services

European listing fees, which are comprised of revenues derived from annual fees received from listed
companies on our Nordic and Baltic exchanges and NASDAQ OMX First North , are directly related to the listed
companies’ market capitalization on a trailing 12-month basis. These revenues are recognized ratably over the
following 12-month period.

Corporate Solutions

Global Listing Services revenues also include fees from Corporate Solutions. These fees include

subscription income from Shareholder.com and Directors Desk, fees from GlobeNewswire and revenues from

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Notes to Consolidated Financial Statements—(Continued)

Corporate Solutions Nordic. Prior to October 2009, Corporate Solutions revenues also included commission
income from our Carpenter Moore insurance agency business. In October 2009, we sold substantially all of our
Carpenter Moore business and recorded a gain of $7 million which is included in gain on sales of businesses in
the Consolidated Statements of Income for the year ended December 31, 2009. Fee income for services other
than placement of insurance coverage is recognized as those services are provided. Shareholder.com revenues are
based on subscription agreements with customers. Revenues from subscription agreements are recognized ratably
over the contract period, generally one year in length. As part of subscription services, customers also are
charged usage fees based upon actual usage of the services provided. Revenues from usage fees and other
services are recognized when earned. Directors Desk revenues are based on subscriptions for online services for
directors. Subscriptions are one year in length and revenues are recognized ratably over the year. GlobeNewswire
generates fees primarily from wire distribution services, and revenues are recognized as services are provided.
For our insurance agency business, commission income was recognized when coverage became effective, the
premium due under the policy was known or could be reasonably estimated, and substantially all required
services related to placing the insurance had been provided. Broker commission adjustments and commissions on
premiums billed directly by underwriters were recognized when such amounts could be reasonably estimated.

Global Index Group

We develop and license NASDAQ OMX branded indexes, associated derivatives and financial products as

part of our Global Index Group business. Revenues primarily include license fees from these branded indexes,
associated derivatives and financial products in the U.S. and abroad. We also generate revenues by licensing and
listing third-party structured products and third-party sponsored ETFs. We primarily have two types of license
agreements: transaction-based licenses and asset-based licenses. Transaction-based licenses are generally
renewable long-term agreements. Customers are charged based on transaction volume or a minimum contract
amount, or both. If a customer is charged based on transaction volume, we recognize revenue when the
transaction occurs. If a customer is charged based on a minimum contract amount, we recognize revenue on a
pro-rata basis over the licensing term. Asset-based licenses are also generally long-term agreements. Customers
are charged based on a percentage of assets under management for licensed products, per the agreement, on a
monthly or quarterly basis. These revenues are recorded on a monthly or quarterly basis over the term of the
license agreement.

Market Technology Revenues

The Market Technology segment delivers technology and services to marketplaces, brokers and regulators

throughout the world. Market Technology provides technology solutions for trading, clearing, settlement and
information dissemination, and also offers facility management integration, surveillance solutions and advisory
services.

We enter into multiple-element sales arrangements to provide technology solutions and services to our

License and support revenues are derived from the system solutions developed and sold by NASDAQ OMX

and are generally entered into in multiple-element sales arrangements. After we have developed and sold a

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Notes to Consolidated Financial Statements—(Continued)

system solution, the customer licenses the right to use the software and may require post contract support and
other services. Facility management revenues are also generally entered into in multiple-element sales
arrangements and are derived when NASDAQ OMX assumes responsibility for the continuous operation of a
system platform for a customer and receives facility management revenues which can be both fixed and volume-
based. Revenues for license, support and facility management services are generally deferred and recognized
over either the final element of the arrangement or the entire term of the arrangement for which the services will
be delivered. We record the deferral of revenue associated with multiple-element sales arrangements in deferred
revenue and non-current deferred revenue and the deferral of costs in other current assets and other assets in the
Consolidated Balance Sheets.

Delivery project revenues are derived from the installation phase of the system solutions developed and sold

Change request revenues include customer specific adaptations and modifications of the system solution

Earnings per Share

We present both basic and diluted EPS. Basic EPS is computed by dividing net income attributable to
NASDAQ OMX adjusted for accretion on our series A convertible preferred stock by the weighted average
number of common shares outstanding for the period. Diluted EPS is computed by dividing net income
attributable to NASDAQ OMX adjusted for accretion on our series A convertible preferred stock and the interest
impact of our 3.75% convertible notes, net of tax by the weighted-average number of common shares and
common share equivalents outstanding during the period and reflects the assumed conversion of all dilutive
securities which consist primarily of convertible notes, employee stock options, restricted stock and PSUs.
Common share equivalents are excluded from the computation in periods for which they have an anti-dilutive
effect. Stock options for which the exercise price exceeds the average market price over the period are anti-
dilutive and, accordingly, are excluded from the calculation. See Note 13, “Earnings per Common Share,” for
further discussion.

Share-Based Compensation

Accounting for share-based compensation requires the measurement and recognition of compensation

expense for all equity awards based on estimated fair values. We recognize compensation expense for equity
awards on a straight-line basis over the requisite service period of the award. See Note 11, “Share-Based
Compensation,” for further discussion.

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Notes to Consolidated Financial Statements—(Continued)

Deferred Revenue

Deferred revenue represents revenues for services not yet rendered, primarily for Global Listing Services

and Market Technology. See Note 7, “Deferred Revenue,” for further discussion.

Advertising Costs

We expense advertising costs, which include media advertising and production costs, in the periods in which

the costs are incurred. Media advertising and production costs included as marketing and advertising expense in
the Consolidated Statements of Income totaled $9 million in 2010, $5 million for 2009 and $7 million for 2008.

Software Costs

Significant purchased application software and operational software that are an integral part of computer
hardware are capitalized and amortized on a straight-line basis over their estimated useful lives, generally two to
five years. All other purchased software is charged to expense as incurred. We develop systems solutions for both
internal and external use.

Certain costs incurred in connection with developing or obtaining internal use software are capitalized.

Unamortized capitalized software development costs are included in data processing equipment and software,
within property and equipment, net in the Consolidated Balance Sheets. Amortization of costs capitalized is
included in depreciation and amortization expense in the Consolidated Statements of Income.

Certain costs of computer software to be sold, leased, or otherwise marketed as a separate product or as part

of a product or process are capitalized after the product has reached technological feasibility. Technological
feasibility is established upon completion of a detail program design or, in its absence, completion. Thereafter, all
software production costs are capitalized. Prior to reaching technological feasibility, all costs are charged to
expense. Capitalized costs are amortized on a straight-line basis over the remaining estimated economic life of
the product and are included in depreciation and amortization expense in the Consolidated Statements of Income.

Leases

We expense rent from non-cancellable operating leases, net of sublease income, on a straight line basis,
based on future minimum lease payments. The net costs are included in occupancy expense in the Consolidated
Statements of Income. See Note 16, “Leases,” for further discussion.

Income Taxes

We use the asset and liability method to provide income taxes on all transactions recorded in the

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.

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Notes to Consolidated Financial Statements—(Continued)

recognition thresholds, the position is measured to determine the amount of benefit to be recognized in the
consolidated financial statements. Interest and/or penalties related to income tax matters are recognized in
income tax expense.

Recently Adopted Accounting Pronouncements

ASC Topic 605.25— In October 2009, the Financial Accounting Standards Board, or FASB, issued

authoritative guidance on FASB Accounting Standards Codification, or ASC, Topic 605.25, “Revenue
Recognition—Multiple-Element Arrangements.” This guidance modifies the revenue recognition guidance for
arrangements that involve the delivery of multiple-elements, such as product, software, services or support, to a
customer at different times as part of a single revenue generating transaction. This standard provides principles
and application guidance to determine whether multiple deliverables exist, how the individual deliverables
should be separated and how to allocate the revenue in the arrangement among those separate deliverables. The
standard also expands the disclosure requirements for multiple deliverable revenue arrangements. This
accounting guidance was effective for us on January 1, 2011, but allowed early adoption as of the first quarter of
2010 or through a retrospective application to all revenue arrangements for all periods presented in the financial
statements. We adopted this guidance in the first quarter of 2010. The adoption did not have a significant impact
on our financial position or results of operations.

ASC Topic 820—In January 2010, the FASB issued amended guidance relating to ASC Topic 820, “Fair

Value Measurements and Disclosures.” The amended guidance requires new disclosures as follows:

• Amounts related to transfers in and out of Levels 1 and 2 shall be disclosed separately and the reasons

for the transfers shall be described.

•

The guidance also provides amendments that clarify existing disclosures related to the following:

• Reporting fair value measurement disclosures for each class of assets and liabilities.

•

Providing disclosure surrounding the valuation techniques and inputs used to measure fair value for both
Level 2 and Level 3 fair value measurements.

ASC Topic 855—In February 2010, the FASB issued amended guidance on subsequent events. Under this

3. Acquisitions and Strategic Initiatives

We completed the following acquisitions and strategic initiatives in 2010, 2009 and 2008. The results of
operations of each transaction are included in our Consolidated Statements of Income from the dates of each
acquisition or strategic initiative.

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Notes to Consolidated Financial Statements—(Continued)

2010 Acquisitions

We completed the following acquisitions during 2010:

Purchase
Consideration

Total Net (Liabilities)
Assets Acquired

Purchased

Intangible Assets Goodwill

FTEN(1)
SMARTS(2)
Nord Pool ASA(3)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . .

Total for 2010 . . . . . . . . . . . . . . . . . . . . . . . .

$ 110
77
17

$ 204

(in millions)

$ (1)
(5)
7

$ 1

$ 46
28
2

$ 76

65
54
8

$ 127

(1)

(2)

(3)

In December 2010, we acquired FTEN, a leading provider of RTRM solutions for the financial securities
market for $110 million. FTEN purchase consideration includes $1 million held in escrow to be paid in
2011 and $11 million held in escrow to be paid in 2012, in accordance with the purchase agreement. We
acquired net assets, at fair value, totaling $3 million and recorded a current deferred tax liability of $2
million and a non-current deferred tax liability of $16 million related to purchased intangible assets, and we
also recorded a non-current deferred tax asset of $14 million related to net operating loss carry forwards,
resulting in total net liabilities acquired of $1 million. The total deferred tax liabilities of $18 million
represent the tax effect of the difference between the estimated assigned fair value of the acquired intangible
assets ($46 million) and the tax basis ($0) of such assets. The estimated amount of $18 million is determined
by multiplying the difference of $46 million by FTEN’s effective tax rate of 39.55%. The purchased
intangible assets of $46 million consisted of $23 million in customer relationships, $12 million in
technology, $9 million for the FTEN trade name and $2 million related to non-compete agreements.
In August 2010, we acquired SMARTS, a leading technology provider of surveillance solutions to
exchanges, regulators and brokers to diversify our Market Technology business and enter the broker
surveillance and compliance market. We completed our acquisition of SMARTS for $77 million, which
included a $75 million initial purchase price as well as a $2 million working capital adjustment. SMARTS
purchase consideration also includes $2 million held in escrow to be paid in 2011 and $11 million held in
escrow to be paid in 2012, in accordance with the purchase agreement. We acquired net assets, at fair value,
totaling $3 million and recorded a current deferred tax liability of $1 million and a non-current deferred tax
liability of $7 million related to purchased intangible assets, resulting in total net liabilities acquired of $5
million. The total deferred tax liabilities of $8 million represent the tax effect of the difference between the
estimated assigned fair value of the acquired intangible assets ($28 million) and the tax basis ($0) of such
assets. The estimated amount of $8 million is determined by multiplying the difference of $28 million by
SMARTS’ effective tax rate of 30%. The purchased intangible assets of $28 million consisted of $11
million in technology and $17 million in customer relationships.
In May 2010, we acquired Nord Pool, a derivatives trading market, for $17 million (101 million NOK). We
acquired net assets, at fair value, totaling $8 million and recorded deferred tax liabilities of $1 million
related to purchased intangible assets, resulting in total net assets acquired of $7 million. Through this
acquisition, we now hold a Norwegian exchange license and operate the Nordic power market and the
European carbon market on one trading platform.

The above amounts represent the preliminary allocation of the purchase price and are subject to revision
during the remainder of the measurement period, a period not to exceed 12 months from the acquisition date.
Adjustments to the provisional values during the measurement period will be pushed back to the date of
acquisition. Comparative information for periods after acquisition but before the period in which the adjustments
are identified will be adjusted to reflect the effects of the adjustments as if they were taken into account as of the
acquisition date. Changes to amounts recorded as assets and liabilities may result in a corresponding adjustment
to goodwill. There were no adjustments to the provisional values during the year ended December 31, 2010.

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Notes to Consolidated Financial Statements—(Continued)

Acquisition of ZVM

In December 2010, we acquired ZVM, a provider of webcasting and investor relation communication
services for companies in the Nordic region, for an immaterial amount. ZVM, which is the leading provider of
webcasting services in Northern Europe, will add to the growing range of capabilities and services NASDAQ
OMX offers public and private companies in the U.S. and Europe.

Acquisition of Assets of North American Energy Credit and Clearing Corp.

In March 2010, we also purchased the assets of North American Energy Credit and Clearing Corp. for an
immaterial amount. With this purchase, NASDAQ OMX expanded its presence in the OTC energy commodity
markets. As previously discussed, the acquisition of these assets was effected through our newly-established
subsidiary, NOCC. In March 2010, we also provided an additional $25 million in capital to NOCC to improve its
liquidity position. As of December 31, 2010, this amount is classified as non-current restricted cash in the
Consolidated Balance Sheets.

2010 Acquisition-related Costs

For the year ended December 31, 2010, acquisition-related transaction costs for the 2010 acquisitions
described above are included in merger and strategic initiatives expense in the Consolidated Statements of
Income.

2009 Strategic Initiative

Investment in European Multilateral Clearing Facility N.V.

In January 2009, we acquired a 22% stake in EMCF, a leading European clearinghouse, which is accounted

for under the equity method of accounting.

2008 Acquisitions and Strategic Initiatives

Combination with OMX AB and Strategic Partnership with Borse Dubai Limited

On February 27, 2008, Nasdaq and OMX AB combined their businesses pursuant to an agreement with
Borse Dubai. The purchase price of OMX AB was $4.4 billion, consisting of an equity component and a cash
component. Our business combination with OMX AB created a premier global exchange company, bringing
together complementary businesses, diversifying our operations, enhancing our existing product offerings and
solidifying our leadership in global exchange technology.

Concurrently with the business combination with OMX AB, we also acquired a 33 1⁄ 3% equity stake in
NASDAQ Dubai in exchange for a contribution of $50 million in cash and the entry into certain technology and
trademark licensing agreements. In November 2008, we listed our common stock on NASDAQ Dubai. In
December 2009, we agreed to participate in the realignment of the ownership structure of NASDAQ Dubai. As
part of this realignment, NASDAQ Dubai became a wholly-owned subsidiary of DFM, a publicly traded
company controlled by Borse Dubai and NASDAQ OMX received a 1% equity interest in DFM in exchange for
its equity interest in NASDAQ Dubai. In connection with the realignment, in December 2009, we recorded an
impairment charge of $82 million to write down our investment in NASDAQ Dubai to its estimated fair value.
See Note 5, “Investments,” for further discussion.

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Notes to Consolidated Financial Statements—(Continued)

Acquisition of the Philadelphia Stock Exchange

In July 2008, we completed our acquisition of PHLX, expanding our presence in the derivatives market. The

acquisition of PHLX provided us with one of the largest options market in the U.S. and with increased exposure
to a fast growing asset class and diversification into an area adjacent to our core equity trading business. PHLX,
renamed NASDAQ OMX PHLX, operates as a distinct market alongside The NASDAQ Options Market, our
options platform that was launched in March 2008. With the acquisition of PHLX and the launch of The
NASDAQ Options Market, we have substantially increased our footprint in global derivatives.

Acquisition of the Boston Stock Exchange

We completed our acquisition of BSX in August 2008. The BSX acquisition provided us with an additional

license for trading both cash equities and options and a clearing license. We used the BSX license to create a
second U.S. cash equities market, called NASDAQ OMX BX, which was launched in January 2009. With
NASDAQ OMX BX, we were able to offer an additional quote within the U.S. cash equities marketplace,
providing our customers enhanced trading choices and price flexibility. We have been able to leverage our INET
trading system, which runs The NASDAQ Stock Market, to operate NASDAQ OMX BX, providing customers
an additional fast and efficient cash equities market.

Acquisition of Certain Businesses from Nord Pool

In October 2008, we acquired Nord Pool’s clearing, international derivatives and consulting subsidiaries. As

a result of the acquisition, we launched NASDAQ OMX Commodities, which offers energy and carbon
derivatives products. NASDAQ OMX Commodities provides access to the world’s largest power derivatives
markets and one of Europe’s largest carbon markets.

Acquisition of a Majority Interest in International Derivatives Clearing Group

In December 2008, we acquired a majority interest in IDCG, and IDCG became an independently operated

subsidiary of NASDAQ OMX. IDCG provides CCP clearing for interest rate swap products through its
clearinghouse subsidiary IDCH. NFX is serving as the designated contract market for trading of certain of these
interest rate swap products.

Investment in Agora-X, LLC

As of December 31, 2008, we had a 20% aggregate equity interest in Agora-X and increased our ownership

interest to 85% in December 2009, resulting in a majority stake. In the second quarter of 2010, we made a strategic
decision to close our Agora-X business and recorded a loss of $5 million. This charge was included in loss on
divestiture of businesses in the Consolidated Statements of Income for the year ended December 31, 2010.

The following table presents a summary of our acquisitions in 2008:

Purchase
Consideration(1)

Total Net (Liabilities)
Assets Acquired(2)

Purchased

Intangible Assets Goodwill

2008
OMX AB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PHLX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BSX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nord Pool . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
IDCG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total for 2008 . . . . . . . . . . . . . . . . . . . . . . . .

$4,371
708
43
317
85
$5,524

F-33

(in millions)

$(340)
(99)
(44)
68(3)
59
$(356)

$1,207
337
52
81(3)
26
$1,703

$3,504
470
35
168(3)
—
$4,177

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Notes to Consolidated Financial Statements—(Continued)

(1) OMX AB consideration includes $2,267 million for the value of common stock issued to Borse Dubai,

$2,029 million in cash and $75 million in acquisition costs. PHLX consideration includes $652 million in
cash, $12 million in acquisition costs and $44 million in working capital adjustments. PHLX consideration
included $15 million held in escrow at December 31, 2008, which was paid in 2009 in accordance with the
purchase agreement. BSX consideration includes the $61 million purchase price, plus $5 million for the
settlement of a loan, less $23 million of negative working capital adjustments. BSX consideration included
$3 million held in escrow, which was paid in 2010 in accordance with the purchase agreement. Nord Pool
consideration includes $249 million in cash, $66 million in a vendor note which was settled in 2009 and $2
million in acquisition costs. IDCG purchase consideration consisted primarily of cash.

(2) We acquired net assets of OMX AB totaling $137 million and recorded deferred tax liabilities of $477

million related to OMX AB’s intangible assets. We acquired net assets of PHLX totaling $55 million and
recorded deferred tax liabilities of $154 million related to PHLX’s intangible assets. The PHLX net assets of
$55 million were reduced by $44 million of working capital, which was included as an adjustment to the
purchase consideration. We acquired net liabilities of BSX totaling $22 million and recorded deferred tax
liabilities of $22 million related to BSX’s intangible assets. The BSX net liabilities of $22 million include
$23 million of negative working capital, which was included as an adjustment to the purchase consideration.
We acquired net assets in the Nord Pool transaction totaling $91 million and recorded deferred tax liabilities
of $23 million related to Nord Pool’s intangible assets. See (3) below for adjustments to Nord Pool’s
intangible assets and deferred tax liabilities. We acquired net assets of IDCG of $59 million, which included
cash received from NASDAQ OMX for the acquisition consideration.

(3) As we finalized the purchase price allocation for the Nord Pool transaction in the fourth quarter of 2009, the

fair values of the purchased intangible assets were adjusted, resulting in a decrease of $8 million, an
increase to goodwill of $7 million and a decrease to deferred tax liabilities of $1 million. The impact on
amortization expense was immaterial.

The following table presents the details of the purchased intangible assets acquired in the above 2008
acquisitions. All purchased finite-lived intangible assets are amortized using the straight-line method. See Note 4,
“Goodwill and Purchased Intangible Assets,” for further discussion.

Customer
Relationships

Registrations, Licenses
and Trade Names

Total

Technology

Estimated
Useful
Life

(in Years) Amount

Estimated
Useful
Life
(in Years)

Amount Amount

(in millions, except years)

2008
OMX AB . . . . . . . . . . . . . . . . . . . .
PHLX . . . . . . . . . . . . . . . . . . . . . . .
BSX . . . . . . . . . . . . . . . . . . . . . . . .
Nord Pool . . . . . . . . . . . . . . . . . . . .
IDCG . . . . . . . . . . . . . . . . . . . . . . .

Total for 2008 . . . . . . . . . . . .

3-10
2-5
—

—

$ 40
11
—

—

$ 52

20-33
19-23
17
22
—

$ 420
113
2
77(6)
—

$ 612

Indefinite(1)
Indefinite(2)
Indefinite(3)
10(4)
Indefinite(5)

$ 747
213
50
3
26

$1,207
337
52
81
26

$1,039

$1,703

(1)

(2)

(3)

(4)

(5)

Includes exchange and clearing registrations and the OMX AB trade name which we determined to have an
indefinite estimated useful life.
Includes exchange and futures registrations and the PHLX trade name which we determined to have an
indefinite estimated useful life.
Includes SRO and clearing licenses which we determined to have an indefinite estimated useful life.
Includes the Nord Pool trade name which we determined to have an estimated useful life of 10 years.
Includes derivative clearing license for interest rate swap products which we determined to have an
indefinite estimated useful life.

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Notes to Consolidated Financial Statements—(Continued)

(6) As we finalized the purchase price allocation for the Nord Pool transaction in the fourth quarter of 2009, the

Pro Forma Results

The consolidated financial statements for the years ended December 31, 2010, 2009 and 2008 include the

financial results of the above 2010, 2009 and 2008 acquisitions and strategic initiatives from the date of each
acquisition or strategic initiative. Pro forma results of operations for the acquisitions completed in 2010 and the
strategic initiative completed in 2009 have not been presented since these acquisitions and the strategic initiative
both individually and in the aggregate were not material to our financial results.

The unaudited pro forma combined historical results for the year ended December 31, 2008, shown in the

table below, include the combined historical Consolidated Statements of Income of Nasdaq, OMX AB and
PHLX giving effect to the OMX AB business combination and PHLX acquisition as if they had occurred at the
beginning of 2008. We also acquired BSX, Nord Pool and IDCG in 2008, but we have not included their results
prior to their respective closing dates in these pro forma results as these transactions were not considered
significant.

Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Revenues less transaction rebates, brokerage, clearance and exchange fees . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to NASDAQ OMX . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Basic earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

December 31, 2008

(in millions, except per
share amounts)
$3,853
1,652
309
308
$ 1.54
$ 1.45

The pro forma results for the year ended December 31, 2008 primarily includes adjustments for
amortization of the intangible assets acquired in the business combination with OMX AB and the PHLX
acquisition, the elimination of OMX AB’s historical amortization expense, elimination of PHLX’s non-recurring
expenses related to the acquisition, additional interest expense on our prior credit facilities and the 2.50%
convertible senior notes, elimination of OMX AB’s historical interest expense related to OMX AB’s debt that
was refinanced and related tax adjustments.

The pro forma results for the year ended December 31, 2008 also include the elimination of the
non-recurring gain on the contribution of the Nasdaq trade name in the transaction with NASDAQ Dubai
discussed above, as well as adjustments to eliminate interest income related to the net cash received from the sale
of our investment in LSE.

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Notes to Consolidated Financial Statements—(Continued)

4. Goodwill and Purchased Intangible Assets

Goodwill

The following table presents the changes in goodwill by business segment during the year ended

December 31, 2010:

Market
Services

Issuer
Services

Market
Technology

(in millions)

Balance at December 31, 2009 . . . . . . . . . . . . . . . . . . . .
Goodwill acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustment and other . . . . .

$4,432
73
174

Balance at December 31, 2010 . . . . . . . . . . . . . . . . . . . .

$4,679

$273
—
19

$292

$ 95
54
7

$156

Total

$4,800
127
200

$5,127

As of December 31, 2010, the amount of goodwill that is expected to be deductible for tax purposes in

future periods is $107 million.

The goodwill acquired for Market Services shown above relates to our acquisitions of FTEN in December

2010 and Nord Pool in May 2010. The goodwill acquired for Market Technology relates to our acquisition of
SMARTS in August 2010. See Note 3, “Acquisitions and Strategic Initiatives,” for further discussion.

Purchased Intangible Assets

The following table presents details of our total purchased intangible assets, both finite- and indefinite-lived:

December 31, 2010

December 31, 2009

Gross
Carrying
Amount

Accumulated
Amortization

Net
Intangible
Assets

Weighted-
Average
Useful
Life (in
Years)

Gross
Carrying
Amount

Accumulated
Amortization

Net
Intangible
Assets

Weighted-
Average
Useful
Life (in
Years)

(in millions)

Finite-Lived Intangible Assets
Technology . . . . . . . . . . . . . . . $
Customer relationships . . . . . .
Other . . . . . . . . . . . . . . . . . . . .
Foreign currency translation

72
853
6

$ (41)
(152)
(1)

adjustment . . . . . . . . . . . . . .

(15)

Total finite-lived

6
21
8

31
701
5

(11)

65
813
5

(45)

$ (41)
(110)
(1)

24
703
4

(38)

4
21
10

intangible assets . . . . . $ 916

$(190)

$ 726

$ 838

$(145)

$ 693

Indefinite-Lived Intangible

Assets

Exchange and clearing

registrations . . . . . . . . . . . . . $ 790
181
78

Trade names . . . . . . . . . . . . . .
Licenses . . . . . . . . . . . . . . . . .
Foreign currency translation

$ —
—
—

$ 790
181
78

$ 790
173
76

$ —
—
—

$ 790
173
76

adjustment . . . . . . . . . . . . . .
Total indefinite-lived

(56)

—

(56)

(101)

—

(101)

intangible assets . . . . . $ 993
Total intangible assets . . . . . . . $1,909

$ —
$(190)

$ 993
$1,719

$ 938
$1,776

$ —
$(145)

$ 938
$1,631

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Notes to Consolidated Financial Statements—(Continued)

Amortization expense for purchased finite-lived intangible assets was $57 million for the years ended

December 31, 2010 and 2009 and $48 million for the year ended December 31, 2008. The increase in
amortization expense in 2009 compared to 2008 was primarily due to intangible asset amortization expense on
identifiable finite-lived intangible assets purchased in connection with the OMX AB business combination and
the acquisitions of PHLX and certain businesses of Nord Pool from the date of each acquisition.

In 2008, due to an operating loss and a projection of future cash flow losses due to lower contract rates for
Carpenter Moore, which was part of Corporate Solutions within our Issuer Services segment, we evaluated the
ongoing value of the intangible assets associated with this business. Based on this evaluation, we determined that
finite-lived intangible assets, consisting primarily of customer relationships and technology, with a carrying
value of approximately $7 million, were no longer recoverable and were in fact impaired, and wrote them down
to their estimated fair value of zero. The risk-adjusted discount rates used to compute the present value of the
expected net cash flows of individual intangible assets were based on Carpenter Moore’s weighted average cost
of capital, which ranged from 14.5% to 16.9%. These discount rates were determined after consideration of
Carpenter Moore’s rate of return on debt and equity and the weighted-average return on invested capital. We
recorded the impairment loss in asset impairment charges in the Consolidated Statements of Income for the year
ended December 31, 2008. In October 2009, we sold substantially all of our Carpenter Moore business and
recorded a gain of $7 million included in gain on sales of businesses in the Consolidated Statements of Income.

The estimated future amortization expense (excluding the impact of foreign currency translation adjustments

of $11 million as of December 31, 2010) of purchased intangible assets as of December 31, 2010 is as follows:

2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(in millions)

$ 53
50
49
47
45
493

$737

5. Investments

Trading Securities

Trading securities, which are included in financial investments, at fair value in the Consolidated Balance
Sheets, were $220 million as of December 31, 2010 and $308 million as of December 31, 2009. These securities
are primarily comprised of Swedish government debt securities, of which $190 million as of December 31, 2010
and $183 million as of December 31, 2009, are restricted assets to meet regulatory capital requirements for
NASDAQ OMX Stockholm’s clearing operations.

Available-for-Sale Investment Securities

Investment in DFM

Our available-for-sale investment security, which is included in financial investments, at fair value in the

Consolidated Balance Sheets, represents our 1% investment in DFM. In May 2010, we completed the exchange
of our equity interest in NASDAQ Dubai for a 1% investment in DFM. See “Investment in NASDAQ Dubai”
below for further discussion.

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Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2010, the cost basis of this security was $36 million and the fair value was $33 million.

The $3 million change between the cost basis and fair value is reflected as an unrealized holding loss in
accumulated other comprehensive loss in the Consolidated Balance Sheets. We reviewed the carrying value of
this investment security to determine whether an other-than-temporary decline in value exists. We considered
factors affecting the investee, factors affecting the industry the investee operates in and general market trends.
We also considered the length of time the market value has been below the cost basis and the near-term prospects
for recovery of unrealized losses. As of December 31, 2010, we have not recognized an other-than-temporary
decline in value on this investment security.

Investment in Oslo

In connection with our business combination with OMX AB, we acquired a long-term available-for-sale

investment security in Oslo. In 2008, we recorded an other-than-temporary impairment loss on this investment
security of $35 million in asset impairment charges in the Consolidated Statements of Income. During the second
quarter of 2009, we made a strategic decision to sell this investment security, demonstrating our intent to no
longer hold this investment, and recorded a $5 million loss, which includes costs directly related to the sale,
primarily broker fees. This loss is included in loss on sale of investment security in the Consolidated Statements
of Income for the year ended December 31, 2009.

Equity Method Investments

The equity method of accounting is used when we own less than 50% of the outstanding voting stock, but

exercise significant influence over the operating and financial policies of a company.

Equity interest in our equity method investments was $27 million as of December 31, 2010, which consisted
primarily of our equity interest in EMCF. Equity interest in our equity method investments was $66 million as of
December 31, 2009, which consisted primarily of our equity interests in NASDAQ Dubai and EMCF. Equity
method investments are included in other assets in the Consolidated Balance Sheets. As discussed above, we
completed the exchange of our equity interest in NASDAQ Dubai for a 1% available-for-sale investment in DFM
in May 2010. See “Investment in NASDAQ Dubai” below for further discussion.

Income (loss) recognized from our equity interest in the earnings and losses of these companies was a net
gain of $2 million for the year ended December 31, 2010 compared with a net loss of $107 million for the year
ended December 31, 2009. The net loss during the year ended December 31, 2009 was primarily due to
impairment charges relating to NASDAQ Dubai and Agora-X and the sale of our investment in Orc. See
“Investment in NASDAQ Dubai,” “Investment in Orc Software,” and “Impairment of Agora-X,” below for
further discussion.

Income (loss) recognized from our equity method investments is included in income (loss) from

unconsolidated investees, net in the Consolidated Statements of Income.

Investment in NASDAQ Dubai

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Notes to Consolidated Financial Statements—(Continued)

At the time of the realignment in May 2010, we recorded a pre-tax, non cash loss of $1 million in income

NASDAQ Dubai and DFM are related parties, as both of them are primarily owned by Borse Dubai, our

largest stockholder.

Investment in Orc Software

During the second quarter of 2009, we made a strategic decision to sell our investment in Orc,

demonstrating our intent to no longer hold this investment. We sold shares representing 25.25% of the share
capital of Orc to a group of Swedish and other international investors for $54 million in cash. As a result of the
sale, we recognized a $19 million loss, which includes costs directly related to the sale, primarily broker fees.
The loss is included in income (loss) from unconsolidated investees, net in the
Consolidated Statements of Income for the year ended December 31, 2009.

Impairment of Agora-X

6. Property and Equipment, net

The following table presents our major categories of property and equipment, net:

December 31,

2010

2009

(in millions)

Data processing equipment and software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Furniture, equipment and leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 348
180

$ 313
178

Less: accumulated depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

528
(364)

491
(327)

Total property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 164

Depreciation and amortization expense for property and equipment was $46 million for the year ended
December 31, 2010, $47 million for the year ended December 31, 2009 and $45 million for the year ended
December 31, 2008. These amounts are included in depreciation and amortization expense in the Consolidated
Statements of Income.

As of December 31, 2010 and 2009, we do not own any real estate properties.

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The NASDAQ OMX Group, Inc.

Notes to Consolidated Financial Statements—(Continued)

7. Deferred Revenue

Deferred revenue represents cash payments received that are yet to be recognized as revenue. At

December 31, 2010, we have estimated that our deferred revenue, which is primarily related to Global Listing
Services and Market Technology fees, will be recognized in the following years:

Fiscal year ended:
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . .

Initial
Listing
Fees

Listing of
Additional
Shares Fees

Annual
Renewal Fees
and Other

(in millions)

Market
Technology(1)

Total

$ 15
11
7
5
3
1

$ 42

$ 35
25
17
6

—
—

$ 83

$ 21
—
—
—
—
—

$ 21

$ 51
29
28
19
11
8

$146

$ 122
65
52
30
14
9

$ 292

(1) The timing of recognition of our deferred Market Technology revenues is dependent upon when significant

modifications are made pursuant to existing contracts. As such, as it relates to these fees, the timing represents
our best estimate.

Our deferred revenue during the years ended December 31, 2010 and 2009 is reflected in the following table.

Initial
Listing
Fees

Listing of
Additional
Shares Fees

Annual
Renewal Fees
and Other

Market
Technology(2)

Total

Balance at January 1, 2009 . . . . . . . . . . . . . . . . . . . . . .
Additions(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustment

. . . . . . . . . . . —

$ 57
9
(20)

Balance at December 31, 2009 . . . . . . . . . . . . . . . . . . .

$ 46

Additions(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustment

. . . . . . . . . . . —

14
(18)

$ 74
39
(37)
—

$ 76

46
(39)
—

(in millions)
$ 21
169
(173)
1

$ 18

222
(219)
—

$ 101
87
(64)
1

$ 125

32
(13)
2

$ 253
304
(294)
2

$ 265

314
(289)
2

Balance at December 31, 2010 . . . . . . . . . . . . . . . . . . .

$ 42

$ 83

$ 21

$ 146

$ 292

(1) The additions and amortization for initial listing fees, listing of additional shares fees and annual renewal fees

and other primarily reflect Issuer Services revenues from U.S. listing fees.

(2) Market Technology deferred revenues include revenues from delivered client contracts in the support phase
charged during the period. Under contract accounting, 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. We have included the deferral of costs in
other current assets and other assets in the Consolidated Balance Sheets. The amortization of Market
Technology deferred revenue includes revenues earned from client contracts recognized during the period and
from the technology licenses contributed to NASDAQ Dubai.

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The NASDAQ OMX Group, Inc.

Notes to Consolidated Financial Statements—(Continued)

8. Debt Obligations

The following table presents the changes in our debt obligations during the year ended December 31, 2010:

December 31,
2009

Additions

Payments,
Conversions,
Accretion and
Other

December 31,
2010

(in millions)

3.75% convertible notes due October 22, 2012 (net of

discount)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ —
374

2.50% convertible senior notes due August 15, 2013 . . . . . . . . . . .
4.00% senior unsecured notes due January 15, 2015 (net of

$ —
—

$ —
14

$ —
388

discount)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5.55% senior unsecured notes due January 15, 2020 (net of

discount)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$700 million senior unsecured term loan facility credit agreement
due January 15, 2013 (average interest rate of 2.33% for the
year ended December 31, 2010)(2)

. . . . . . . . . . . . . . . . . . . . . . .

5.25% senior unsecured notes due January 16, 2018, (net of

discount)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . .

Senior unsecured bridge facility(4)
6.25% subordinated debt assumed from the acquisition of Nord
Pool’s derivatives, clearing and consulting subsidiaries repaid
in May 2010(5)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,000 million senior secured term credit facilities repaid January
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2010(2)

Total debt obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

—
—

1,700

2,092
(225)

398

598

700

367
370

—

2,433
—

—

(130)

—
(370)

(18)

(1,700)

(2,204)
85

398

598

570

367
—

—

2,321
(140)

Total long-term debt obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,867

$2,433

$(2,119)

$2,181

(1)

(2)

(3)

(4)

In September 2009, most holders of our outstanding 3.75% convertible notes converted their outstanding
positions into common stock. As of December 31, 2010 and December 31, 2009, approximately $0.5
million aggregate principal amount of the 3.75% convertible notes remained outstanding. For further
discussion, see “3.75% Convertible Notes” below.
See “Senior Unsecured Notes, Credit Facility and Repayment of Our Senior Secured Credit Facilities in
Place as of December 31, 2009” below for further discussion.
See “5.25% Senior Unsecured Notes” below for further discussion.
See “Bridge Facility” below for further discussion.

(5) Our subordinated debt obligation assumed in the acquisition of Nord Pool’s derivatives, clearing and

consulting subsidiaries was denominated in Norwegian Krone and totaled 100 million Norwegian Krone
($18 million as of December 31, 2009 and $16 million at the time of the repayment in May 2010). The
difference of $2 million reflects changes in foreign currency exchange rates.

3.75% Convertible Notes

The 3.75% convertible notes were originally issued to Hellman & Friedman, or H&F ($300 million), SLP

($141 million) and other holders ($4 million) in order to finance the acquisition of INET. These notes were
convertible into our common stock at a price of $14.50 per share, representing 30,689,655 shares subject to
adjustment in general for any stock split, dividend, combination, recapitalization or similar event. We also issued
warrants to purchase shares of our common stock at a price of $14.50 per share to H&F (3,400,000 shares), SLP

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Notes to Consolidated Financial Statements—(Continued)

(1,523,325 shares) and other holders (39,175 shares). The warrants became exercisable on April 22, 2006 and
would have expired on December 8, 2008. During 2007, H&F converted all of their 3.75% convertible notes into
common stock and exercised all of their outstanding warrants prior to expiration. During 2007 and 2008, SLP
and other holders converted a portion of their 3.75% convertible notes into common stock and exercised all of
their outstanding warrants prior to expiration. In September 2009, SLP and another holder, or Holders, converted
their remaining outstanding 3.75% convertible notes into common stock in accordance with the terms of the
notes. As an inducement for conversion, we agreed to pay the Holders and certain of their affiliates an aggregate
amount of $9 million in cash and issue to the Holders shares of our series A convertible preferred stock, with an
aggregate initial liquidation preference amount of $16 million. See “Preferred Stock,” of Note 12, “NASDAQ
OMX Stockholders’ Equity,” for further discussion.

As of December 31, 2010 and 2009, approximately $0.5 million aggregate principal amount of the 3.75%

convertible notes remained outstanding.

2.50% Convertible Senior Notes

During the first quarter of 2008, in connection with the business combination with OMX AB, we completed
the offering of $475 million aggregate principal amount of 2.50% convertible senior notes due 2013. The interest
rate on the notes is 2.50% per annum payable semi-annually in arrears on February 15 and August 15 and will
mature on August 15, 2013.

The notes are convertible in certain circumstances specified in the indenture for the notes. Upon conversion,

holders will receive, at the election of NASDAQ OMX, cash, common stock or a combination of cash and
common stock. It is our current intent and policy to settle the principal amount of the notes in cash. The
conversion rate will initially be 18.1386 shares of common stock per $1,000 principal amount of notes, which is
equivalent to a conversion price of approximately $55.13 per share of common stock. At December 31, 2010, the
2.50% convertible senior notes are convertible into 7,757,283 shares of our common stock, subject to adjustment
upon the occurrence of specified events. Subject to certain exceptions, if we undergo a “fundamental change” as
described in the indenture, holders may require us to purchase their notes at a price equal to 100% of the
principal amount of the notes, plus accrued and unpaid interest.

Since the settlement structure of our 2.50% convertible senior notes permits settlement in cash upon
conversion, we are required to separately account for the liability and equity components of the convertible debt
in a manner that reflects our nonconvertible debt borrowing rate when interest cost is recognized in subsequent
periods. This entails bifurcation of a component of the debt, classification of that component in equity and then
accretion of the resulting discount on the debt being reflected in the income statement as part of interest expense.

The changes in the liability and equity components of our 2.50% convertible senior notes during the year

ended December 31, 2010 and 2009 are as follows:

Liability Component

(in millions)

Principal
Balance

Unamortized Debt
Discount

Net Carrying
Amount

Gross Equity
Component

Equity Component

(in millions)
Deferred
Taxes

Net Equity
Component

January 1, 2009 . . . . . . . . . . . . . .
Accretion of debt discount . . . . . .
Early extinguishment of debt . . . .

December 31, 2009 . . . . . . . . . . .
Accretion of debt discount . . . . . .

$ 475
—
(47)

$ 428
—

December 31, 2010 . . . . . . . . . . .

$ 428

$ 74
(13)
(7)

$ 54
(14)

$ 40

F-42

$ 401
13
(40)

$ 374
14

$ 388

$ 85
—

(5)

$ 80
—

$ 80

$ 34
—

(2)

$ 32
—

$ 32

$ 51
—

(3)

$ 48
—

$ 48

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Notes to Consolidated Financial Statements—(Continued)

The unamortized debt discount on the convertible debt was $40 million as of December 31, 2010 and $54
million as of December 31, 2009 and is included in debt obligations in the Consolidated Balance Sheets. This
amount will be accreted as part of interest expense through the maturity date of the convertible debt of
August 15, 2013. The effective annual interest rate on the 2.50% convertible senior notes was 6.53% for the
years ended December 31, 2010 and 2009, which includes the accretion of the debt discount in addition to the
annual contractual interest rate of 2.50%.

As of December 31, 2010 and December 31, 2009, the equity component of the convertible debt included in

additional paid-in capital in the Consolidated Balance Sheets was $48 million. This amount is calculated as
follows: $80 million of excess principal of the convertible debt over the carrying amount less $32 million of
deferred taxes. The deferred tax liability is determined by multiplying the $80 million of excess principal of the
convertible debt over the carrying amount by the U.S. marginal tax rate of 39.55%.

Interest expense recognized on our 2.50% convertible senior notes in the Consolidated Statements of

Income for the years ended December 31, 2010, 2009 and 2008 is as follows:

Year Ended
December 31,
2009
(in millions)

2010

2008

Components of interest expense recognized on our 2.50% convertible senior notes
Accretion of debt discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contractual interest

$ 14
10

$ 13
11

$ 11
10

Total interest expense recognized on our 2.50% convertible senior notes . . . . . . . . . . . . . . . .

$ 24

$ 21

Early Extinguishment of Debt

In 2009, we repurchased $47 million principal amount of the 2.50% convertible senior notes for a cash
payment of $40 million and recognized a pre-tax gain on the early extinguishment of debt of $4 million (net of
debt issuance and other costs of $0.8 million) which is recorded in general, administrative and other expense in
the Consolidated Statements of Income. As a result of the $47 million repurchase, the remaining aggregate
principal amount outstanding on these notes as of December 31, 2009 was $428 million. See above for further
discussion.

Debt Issuance Costs

In 2008, in conjunction with the issuance of the 2.50% convertible senior notes, we incurred debt issuance
costs of $10 million. These costs, which are capitalized and included in other assets in the Consolidated Balance
Sheets, are being amortized over the life of the debt obligation. In connection with the early extinguishment of a
portion of these notes, we recorded a pre-tax charge of $0.8 million for the year ended December 31, 2009 for
debt issuance costs. See “Early Extinguishment of Debt” above for further discussion. Amortization expense,
which is recorded as additional interest expense for these costs, was $2 million for the years ended December 31,
2010, 2009 and 2008.

Senior Unsecured Notes, Credit Facility and Repayment of Our Senior Secured Credit Facilities in Place
as of December 31, 2009

In January 2010, NASDAQ OMX issued $1 billion of senior unsecured notes, or the Notes, and entered into

a $950 million senior unsecured three-year credit facility. The credit facility provides for an unfunded $250

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Notes to Consolidated Financial Statements—(Continued)

million revolving credit commitment (including a swingline facility and letter of credit facility), a $350 million
funded Tranche A term loan and a $350 million funded Tranche X term loan. NASDAQ OMX applied the net
proceeds from the Notes, the $700 million funded Term Loans and cash on hand to repay all amounts outstanding
under our senior secured credit facilities in place as of December 31, 2009 and related fees. As a result,
NASDAQ OMX terminated the associated credit agreement.

The Notes

The Notes were issued at a discount in two separate series consisting of $400 million aggregate principal

amount of 4.00% senior notes due 2015 and $600 million aggregate principal amount of 5.55% senior notes due
2020. As a result of the discount, the proceeds received from the issuance were less than the aggregate principal
amounts. As of December 31, 2010, the balance of $398 million for the 4.00% senior notes due 2015 and the
balance of $598 million for the 5.55% senior notes due 2020, reflects the aggregate principal amounts, less the
unamortized debt discount. The unamortized debt discount will be accreted through interest expense over the life
of the Notes.

The 2015 Notes pay interest semiannually at a rate of 4.00% per annum until January 15, 2015, and the
2020 Notes pay interest semiannually at a rate of 5.55% per annum until January 15, 2020. The Notes are general
unsecured obligations of ours and rank equally with all of our existing and future unsubordinated obligations.
The Notes are not guaranteed by any of our subsidiaries. The Notes were issued under an indenture that, among
other things, limits our ability to consolidate, merge or sell all or substantially all of our assets, create liens, and
enter into sale and leaseback transactions.

Credit Facility

The credit facility provides for an unfunded $250 million revolving credit commitment (including a
swingline facility and letter of credit facility), a $350 million funded Term Loan A and a $350 million funded
Term Loan X. The loans under the credit facility have a variable interest rate based on either the London
Interbank Offered Rate, or LIBOR, or the Federal Funds Rate, plus an applicable margin that varies with
NASDAQ OMX’s debt rating.

As required under our credit facility, we paid quarterly principal payments of $35 million on our Term
Loans beginning in the third quarter of 2010. Total required payments were $70 million during 2010. In addition
to the required quarterly payments, we made optional payments totaling $60 million of principal on our Term
Loans during 2010.

The 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
OMX’s ability to incur additional indebtedness, grant liens on assets, enter into affiliate transactions and pay
dividends.

The 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 OMX is permitted to repay borrowings under the credit facility at any time in whole or in part,

without penalty. We also are required to repay loans outstanding under the credit facility with net cash proceeds
from sales of property and assets of NASDAQ OMX and its subsidiaries (excluding inventory sales and other

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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 $21 million in connection with the issuance of the Notes and

the entry into the new credit facility. These costs, which are capitalized and included in other assets in the
Consolidated Balance Sheets, are being amortized over the life of the debt obligations. Amortization expense,
which is recorded as additional interest expense for these costs, was $5 million for the year ended December 31,
2010.

Bridge Facility

In December 2010, NASDAQ OMX entered into a $400 million senior unsecured bridge facility and
borrowed $370 million to partially finance the purchase of our stock from Borse Dubai. See “Share Repurchase
from Borse Dubai,” of Note 12, “NASDAQ OMX Stockholders’ Equity,” for further discussion of our share
repurchase from Borse Dubai. We applied the net proceeds from the issuance of our 2018 notes, discussed below,
and cash on hand to repay all amounts outstanding under the bridge facility and terminated the bridge facility as
of December 31, 2010. The effective interest rate on borrowings under the bridge facility was 1.76%. Interest
expense was immaterial for the year ended December 31, 2010.

5.25% Senior Unsecured Notes

In December 2010, NASDAQ OMX issued $370 million of 5.25% senior unsecured notes due 2018. We

applied the net proceeds from the 2018 Notes of $367 million and cash on hand of $3 million to repay all
amounts outstanding under our bridge facility, discussed above, as well as related fees.

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 December 31, 2010, the balance of $367 million
reflects the aggregate principal amount, less the unamortized debt discount. The unamortized debt discount will
be accreted though 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 may
vary with NASDAQ OMX’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,
limits 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.

Debt Issuance Costs

We incurred debt issuance and other costs of $3 million in connection with the issuance of the 2018 Notes.

These costs, which are capitalized and included in other assets in the Consolidated Balance Sheets, are being
amortized over the life of the debt obligation. Amortization expense, which is recorded as additional interest
expense for these costs, was immaterial for the year ended December 31, 2010.

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Notes to Consolidated Financial Statements—(Continued)

Senior Secured Credit Facilities in Place as of December 31, 2009

In connection with the business combination with OMX AB, on February 27, 2008, NASDAQ OMX
entered into a credit agreement which provided for up to $2,075 million of senior secured loans, which included
(i) a five-year, $2,000 million senior secured term loan facility, or the Term Loan Facility, which consisted of
(a) a $1,050 million term loan facility allocated to the OMX AB business combination, (b) a $650 million term
loan facility allocated to the acquisition of PHLX, and (c) a $300 million term loan facility allocated to the Nord
Pool transaction, and (ii) a five-year, $75 million senior secured revolving credit facility, with a letter of credit
subfacility and swingline loan subfacility, or the Revolving Credit Facility, and together with the Term Loan
Facility, the senior secured credit facilities in place as of December 31, 2009. The Revolving Credit Facility was
undrawn as of December 31, 2009.

In addition, NASDAQ OMX may have requested that prospective additional lenders under the senior
secured credit facilities in place as of December 31, 2009 agree to make available incremental term loans and
incremental revolving commitments from time to time in an aggregate amount not to exceed $200 million.

In addition to financing the business combination with OMX AB, the acquisition of PHLX and the Nord
Pool transaction, we used the debt financing under the senior secured credit facilities in place as of December 31,
2009 to pay fees and expenses incurred in connection with such transactions and repay certain indebtedness of
OMX AB.

In January 2010, NASDAQ OMX applied the net proceeds from the Notes, the $700 million funded Term
Loans and cash on hand to repay all amounts outstanding under our senior secured credit facilities in place as of
December 31, 2009 and related fees. As a result, NASDAQ OMX terminated the associated credit agreement.

Borrowings under the senior secured credit facilities in place as of December 31, 2009 (other than swingline
loans) bore interest at (i) the base rate (the higher of the prime rate announced by the Bank of America, N.A, and
the federal funds effective rate plus 0.50%), plus an applicable margin, or (ii) the LIBO rate (set by the British
Bankers Association LIBOR Rate), plus an applicable margin. The interest rate on swingline loans made under
the senior secured credit facilities in place as of December 31, 2009 was the base rate, plus an applicable margin.

NASDAQ OMX’s obligations under the senior secured credit facilities in place as of December 31, 2009

(i) were guaranteed by each of the existing and future direct and indirect material wholly-owned domestic
subsidiaries of NASDAQ OMX, subject to certain exceptions, and (ii) were secured, subject to certain
exceptions, by all the capital stock of each of our present and future subsidiaries (limited, in the case of foreign
subsidiaries, to 65.0% of the voting stock of such subsidiaries) and all of the present and future property and
assets (real and personal) of NASDAQ OMX and the guarantors.

NASDAQ OMX was permitted to repay borrowings under the senior secured credit facilities in place as of

December 31, 2009 at any time in whole or in part, without penalty.

Principal Amortization Payment

As required under our senior secured credit facilities in place as of December 31, 2009, during 2009, we
repaid a principal amount of $225 million on our borrowings under the senior secured credit facilities in place as
of December 31, 2009.

Interest Rate Swaps

Under the provisions of our senior secured credit facilities in place as of December 31, 2009, we were
required to maintain approximately 30% of our debt structure on a fixed rate basis for two years from the date of

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the credit agreement. As such, in August 2008, we entered into interest rate swap agreements that effectively
converted $200 million of funds borrowed under our senior secured credit facilities in place as of December 31,
2009, which was floating rate debt, to a fixed rate basis through August 2011. The interest rate swaps were fixed
to a base rate of 3.73% plus the current credit spread of 200 basis points as of December 31, 2009. The credit
spread (not to exceed 200 basis points) was subject to change based upon the leverage ratio in accordance with
the senior secured credit facilities in place as of December 31, 2009. In connection with the repayment of these
senior secured credit facilities in place as of December 31, 2009 in January 2010, we terminated our interest rate
swaps. See “Cash Flow Hedges,” of Note 15, “Derivative Financial Instruments and Hedging Activities,” for
further discussion.

Debt Issuance Costs

In 2008, in conjunction with our senior secured credit facilities in place as of December 31, 2009, we
incurred debt issuance costs of $44 million. These costs, which were capitalized and included in other assets in
the Consolidated Balance Sheets, were being amortized over the life of the debt obligation. Amortization
expense, which was recorded as additional interest expense for these costs, was $9 million for the year ended
December 31, 2009 and $7 million for the year ended December 31, 2008.

In January 2010, as a result of the repayment of our senior secured credit facilities in place as of

December 31, 2009, we recorded a pre-tax charge of $40 million, which included the write-off of the remaining
unamortized balance of debt issuance costs incurred of $28 million, costs to terminate our float-to-fixed interest
rate swaps previously designated as a cash flow hedge of $9 million and other costs of $3 million. These charges
are included in general, administrative and other expense in the Consolidated Statements of Income for the year
ended December 31, 2010.

Other Credit Facilities

In addition to the $250 million revolving credit commitment discussed above, we have credit facilities
related to our clearinghouses in order to meet liquidity and regulatory requirements. These credit facilities, which
are available in multiple currencies, primarily Swedish Krona and U.S. dollar, totaled $440 million ($196 million
in available liquidity and $244 million to satisfy regulatory requirements), none of which was utilized at
December 31, 2010. At December 31, 2009, these facilities totaled $417 million ($185 million in available
liquidity which can be pledged as collateral and $232 million to satisfy regulatory requirements), none of which
was utilized.

Debt Covenants

At December 31, 2010, we were in compliance with the covenants of all of our debt obligations.

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9. Income Taxes

The income tax provision consists of the following amounts:

Current income taxes:
Federal
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total current income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Year Ended December 31,

2010

2009

2008

(in millions)

$116
36
20

172

$ 96 $ 220
49
36

32
10

138

305

Deferred income taxes:
Federal
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(25)
(26)
16

(35)

(26)
8
8

(10)

(61)
(14)
(32)

(107)

Total income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$137

$128 $ 198

U.S. federal taxes have not been provided on undistributed earnings of certain non-U.S. subsidiaries to the

extent such earnings will be reinvested abroad for an indefinite period of time. At December 31, 2010, the
cumulative amount of undistributed earnings in these subsidiaries is approximately $70 million. We have the
intent and ability to indefinitely reinvest the undistributed earnings of our non-U.S. subsidiaries.

A reconciliation of the income tax provision, based on the U.S. federal statutory rate, to our actual income

tax provision for the years ended December 31, 2010, 2009 and 2008 is as follows:

Year Ended December 31,

2010

2009

2008

Federal income tax provision at the statutory rate . . . . . . . . . . . . . . . . . . . . . . . . . . .
State income tax provision, net of federal effect . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign income tax provision at a rate different than the federal rate . . . . . . . . . . . .
Foreign asset impairment loss, not deductible for tax purposes . . . . . . . . . . . . . . . . —
Earnings from foreign affiliates, not subject to tax . . . . . . . . . . . . . . . . . . . . . . . . . .
Nondeductible expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in deferred taxes due to change in tax rate(1)
. . . . . . . . . . . . . . . . . . . . . . . .
Excess capital loss carry back(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(in millions)
35.0%
35.0%
35.0%
4.2%
4.5%
6.6%
(3.2)% (3.6)% (3.3)%
1.9%

—
(3.5)% (4.8)% —
0.3%
(3.0)% —
(2.4)% —
(1.4)% (3.3)%

2.8%

0.2%
—
—
0.3%

Actual income tax provision(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

26.0%

32.7%

38.6%

(1)

The lower effective tax rate in 2010 when compared to 2009 was primarily due to the restructuring of
certain NASDAQ OMX subsidiaries. These transactions resulted in one-time reductions in deferred tax
liabilities due to a revised effective tax rate and a one-time tax deduction for a capital loss.

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The temporary differences, which give rise to our deferred tax assets and (liabilities), consisted of the

following:

Deferred tax assets:

Deferred revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
U.S. federal net operating loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign net operating loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State net operating loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Compensation and benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lease reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess capital loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Gross deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Deferred tax liabilities:

Amortization of software development costs and depreciation . . . . . . . . . . . . . . . . . . .
Amortization of acquired intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adoption of ASC 470.20, net of accretion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Gross deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net deferred tax liabilities before valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Less: valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

December 31,

2010

2009

(in millions)

28
20
104
1
77
—
155
8
5
64
15

477

(25)
(653)
(19)
(27)

(724)

(247)

(31)

31
4
129
4
68
55
253
18
5

—
14

581

(24)
(644)
(24)
(14)

(706)

(125)

(52)

Net deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ (278)

$ (177)

A valuation allowance has been established with regards to the tax benefits associated with certain net

operating losses, as it is more likely than not that these losses will not be realized in the future.

The U.S. federal net operating loss of $20 million, which includes $14 million related to the acquisition of
FTEN in December 2010 and $6 million related to subsidiaries of OMX that are not included in our U.S. federal
consolidated income tax return, will expire in years 2022-2030. Of the $104 million foreign net operating loss,
$17 million will expire in years 2018-2025 and $87 million has no expiration date. The $1 million state net
operating loss will expire in years 2013-2029. The excess capital loss of $64 million will be offset against capital
gains realized in 2007.

The following represents the domestic and foreign components of income before income tax provision:

Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 393
133
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(in millions)
$ 325
66

Income before income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 526

$ 391

$ 448
65

$ 513

Year Ended December 31,

2010

2009

2008

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In 2010, 2009 and 2008, we recorded income tax benefits of $2 million, $4 million and $5 million,
respectively, primarily related to employee stock option exercises. These amounts were recorded as additional
paid-in-capital in the Consolidated Balance Sheets.

We are subject to examination by federal, state and local, and foreign tax authorities. We regularly assess
the likelihood of additional assessments by each jurisdiction and have established tax reserves that we believe are
adequate in relation to the potential for additional assessments. We believe that the resolution of tax matters will
not have a material effect on our financial condition but may be material to our operating results for a particular
period and upon the effective tax rate for that period.

As of December 31, 2010, we had $12 million of unrecognized benefits, of which $8 million would affect
our effective tax rate if recognized. As of December 31, 2009, we had $11 million of unrecognized benefits, of
which $6 million would affect our effective tax rate if recognized.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additions as a result of tax positions taken in prior periods . . . . . . . . . . . . . . . . . .
Additions as a result of tax positions taken in the current period . . . . . . . . . . . . . .
Reductions due to the settlement from tax authorities . . . . . . . . . . . . . . . . . . . . . .

Year Ended
December 31,

2010

2009

(in millions)
$

$ 11
1
2
(2)

9
1
3
(2)

Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 12

$ 11

Our policy is to recognize interest and/or penalties related to income tax matters in income tax expense. As

of December 31, 2010, we had accrued $4 million for interest and penalties, net of tax effect. As of December 31,
2009, we had accrued $2 million for interest and penalties, net of tax effect.

NASDAQ OMX 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 2007 through 2009 are subject to examination by the Internal Revenue Service. Several state tax returns are
currently under examination by the respective tax authorities for the years 2000 through 2008 and we are subject
to examination for 2009. Non-U.S. tax returns are subject to review by the respective tax authorities for the years
2003 through 2009. In August 2010, we paid the state of California $2 million with respect to audits for the years
1996 through 1998 and the years 2000 through 2006. Since this amount was included in our unrecognized tax
benefits as of December 31, 2009, such payment does not affect our 2010 effective tax rate. The outcome of
these audits did not have a material impact on our financial position or results of operations. We anticipate that
the amount of unrecognized tax benefits at December 31, 2010 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 in which such authority

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Notes to Consolidated Financial Statements—(Continued)

filing position. If the Finnish Tax Authority prevails in their challenge, additional tax and penalties for such years
would total approximately $10 million. We expect the Finnish Tax Authority to agree with our position once its
review is completed and, as such, it is unlikely NASDSAQ OMX will be assessed any additional tax and
penalties. Through December 31, 2010, we have recorded the tax benefits associated with such filing position.

10. 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 OMX 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 from the NASDAQ OMX Benefit Plans recognized in compensation and benefits expense in the
Consolidated Statements of Income:

Components of net periodic benefit cost
Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recognized net actuarial (gain) loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlement loss recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Curtailment gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Year Ended December 31,

2010

2009

2008(1)

(in millions)

$ —

7
(5)
3
1

7
(4)
(2)
1

—

1
4
(3)

—
—

(1)

Benefit cost (gain) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(1)

The NASDAQ OMX PHLX benefit costs are from the date of acquisition.

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Notes to Consolidated Financial Statements—(Continued)

Benefit Obligations and Funded Status

The following table provides a reconciliation of the changes in the benefit obligation, the plan assets and the

funded status of the NASDAQ OMX Benefit Plans.

2010

Post-
retirement

Pension

SERP

2009

Post-
retirement

Total

Pension

SERP

(in millions)

Change in benefit obligation
Benefit obligation at beginning of

year . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . . .
Actuarial losses (gains) . . . . . . . . . . . . . . —
Benefits paid . . . . . . . . . . . . . . . . . . . . . .
Settlements . . . . . . . . . . . . . . . . . . . . . . .
Loss due to change in discount rate . . . .

$ 77
4

$ 29
2

—

(2)

(2)
(3) —
7

Benefit obligation at end of year . . . . .

Change in plan assets
Fair value of plan assets at beginning of

year . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual return on plan assets . . . . . . . . . .
Company contributions . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . .
Settlements . . . . . . . . . . . . . . . . . . . . . . .

Fair value of plan assets at end of

58 —
4 —
5
(2)
(3) —

2
(2)

year . . . . . . . . . . . . . . . . . . . . . . . . . . .

62 —

9
1
1

—
—

—
—
—
—
—

—

$115
7
1
(4)
(3)
9

125

$ 29
2
(3)
(2)

$ 61
4
1
(1)
(3) —
15

$ 10
1
(3)

—
—

$100
7
(5)
(3)
(3)
19

115

58
4
7
(4)
(3)

43 —
10 —
9
(1)
(3) —

2
(2)

58 —

—
—
—
—
—

—

43
10
11
(3)
(3)

Underfunded status of the plans . . . . .
Accumulated benefit obligation . . . . . .

(21)
$ 83

(30)
$ 30

(12)
$ 12

(63)
$125

(19)
$ 77

(29)
$ 29

(9)
9

(57)
$115

The total underfunded status of the NASDAQ OMX Benefit Plans of $63 million at December 31, 2010 and
$57 million at December 31, 2009 is included in other liabilities and accrued personnel costs in the Consolidated
Balance Sheets. No plan assets are expected to be returned to us during the year ending December 31, 2011.

Actuarial Assumptions

The following tables provide the weighted-average actuarial assumptions for the NASDAQ OMX Benefit

Plans.

Weighted-average assumptions used to determine benefit obligations at the end of the fiscal year:

2010

2009

Discount rate:

Pension . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SERP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Post-retirement

5.25% 5.75%
5.25% 5.75%
5.25% 5.75%

Rate of compensation increase:

N/A
N/A
N/A

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Notes to Consolidated Financial Statements—(Continued)

Weighted-average assumptions used to determine net benefit cost for the fiscal year:

2010

2009

2008

Discount rate:

Pension . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SERP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Post-retirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5.75% 7.00% 6.10%
5.75% 7.00% 6.10%
5.75% 7.00% 6.00%

Rate of compensation increase:

N/A
N/A
N/A

Expected return on plan assets:

8.00% 8.00% 8.40%
N/A
N/A
N/A
N/A

N/A
N/A

N/A—Not applicable

The assumptions above are used to develop the benefit obligations at fiscal year-end and to develop the net

periodic benefit cost for the subsequent fiscal year. Therefore, the assumptions used to determine benefit
obligations were established at each year-end while the assumptions used to determine net periodic benefit cost
for each year are established at the end of each previous year.

The net periodic benefit obligations and the net periodic benefit cost are based on actuarial assumptions that
are reviewed on an annual basis. We revise these assumptions based on an annual evaluation of long-term trends,
as well as market conditions, which may have an impact on the cost of providing retirement benefits.

For 2011, the weighted-average assumed healthcare cost trend rate used for post-retirement measurement

purposes for the NASDAQ OMX Benefit Plans is 10% prior to age 65 and 5.5% to 10% after age 65. A one
percent increase or decrease in the assumed healthcare cost trend would have an immaterial effect on the post-
retirement service and interest cost and post-retirement benefit obligation for both plans.

Plan Assets of the NASDAQ OMX Benefit Plans

NASDAQ OMX’s Pension and 401(k) Committee has oversight responsibility for the plan assets of the
NASDAQ OMX Benefit Plans. The investment policy and strategy of the plan assets, which was adopted by
NASDAQ OMX’s Pension and 401(k) Committee, is to provide for preservation of principal, both in nominal
and real terms, in order to meet the long-term spending needs of the NASDAQ OMX Benefit Plans. We invest in
securities per the target allocations stated below. Target allocations for plan assets as of December 31, 2010 were
as follows:

Mutual funds(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
U.S. equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other investment strategies and cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

75%
10%
15%

100%

Target Allocation

(1)

Securities are held in a broad array of asset classes.

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Notes to Consolidated Financial Statements—(Continued)

Asset allocations are reviewed quarterly and adjusted, as appropriate, to remain within target allocations.

The investment policy is reviewed on an annual basis, under the advisement of an investment consultant, to
determine if the policy or asset allocation targets should be changed.

The fair value of the plan assets for the NASDAQ OMX Benefit Plans at December 31, 2010, by asset

category and fair value hierarchy, are as follows:

Total Benefit Plan Assets
as of
December 31, 2010

Fair Value Measurements(1)

(Level 1)

(Level 2)

(Level 3)

(in millions)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mutual funds(2)
U.S. equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . .
Other investment strategies and cash(3)

Total benefit plan assets . . . . . . . . . . . . . . . . . . . . . . . .

$ 47
6
9

$ 62

$ 47
6
3

$ 56

$ — $ —
—
—

—

$ —

(1)

(2)

(3)

See Note 14, “Fair Value of Financial Instruments,” for further discussion of fair value measurements.
Securities are held in various classes of domestic, international and emerging market equity and fixed-
income securities.
Includes cash and multi-strategy hedge funds. Securities held in multi-strategy hedge funds are held in
multiple asset classes and include investments in equity and fixed-income securities, arbitrage investments,
and futures.

The expected rate of return on plan assets for the NASDAQ OMX Benefit Plans represents our long-term
assessment of return expectations which may change based on significant shifts in economic and financial market
conditions. The long-term rate of return on plan assets is derived from return assumptions determined based on
asset classes held and weighted based on the current target allocation for each class. Over the long-term, our
investments in bond mutual funds are expected to return between 1% and 6%, investments in equity mutual
funds are expected to return between 4% and 10%, investments in U.S. equity securities are expected to return
between 5% to 10% and other investment strategies are anticipated to yield between 6% and 7%. While we
considered the NASDAQ OMX Benefit Plans recent performance and other economic growth and inflation
factors, which are supported by long-term historical data, the return expectations for each of these asset
categories represents a long-term prospective return. Based on historical experience, the committee expects that
the plans’ asset managers overall will provide a modest (1% per annum) premium to their respective market
benchmark indexes.

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss), as of December 31, 2010, consisted of the following
amounts that have yet to be recognized in net periodic benefit costs for the NASDAQ OMX Benefit Plans:

Unrecognized net actuarial gain/(loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax (expense)/benefit

$ (27)
11

Employee benefit plan adjustments, net of tax . . . . . . . . . . . . . . . . . . . . . . . . .

$ (16)

(in millions)

$ (4)
2

$ (2)

$ —
—

$ —

$ (31)
13

$ (18)

Pension

SERP

Post-
retirement

Total

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The NASDAQ OMX Group, Inc.

Notes to Consolidated Financial Statements—(Continued)

Estimated Future Benefit Payments

We expect to make the following benefit payments to participants in the next ten fiscal years for the

NASDAQ OMX Benefit Plans:

Fiscal year ended:
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 through 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Pension

SERP

Post-
retirement

Total

(in millions)

$ 4
3
3
3
3
23

$ 39

$ 2
2
10
2
3
9

$ 28

—

1
1
1
3

$ 7
5
14
6
7
35

$ 74

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 Consolidated Statements of Income and were $13 million in 2010,
$14 million in 2009 and $16 million in 2008.

In 2008, as part of the acquisition of Nord Pool’s derivatives clearing, and consulting subsidiaries, we

assumed the obligation for several pension plans providing benefits for their employees. Employees covered
under these pension plans are entitled to defined future pension benefits based on the number of years of
employment and pay at retirement age. The measurement date of the plan obligations is December 31. The
projected benefit obligation was $14 million at December 31, 2010 and $10 million at December 31, 2009. The
fair value of the plan assets was $6 million at December 31, 2010 and $5 million at December 31, 2009. The
underfunded status of the plans was $8 million at December 31, 2010 and $5 million at December 31, 2009 and
was included in other liabilities in the Consolidated Balance Sheets. The benefit cost for these plans was $1
million in 2010, $3 million in 2009 and immaterial in 2008.

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 4.0% of eligible employee contributions. Savings plan expense
included in compensation and benefits expense in the Consolidated Statements of Income was $4 million in
2010, 2009 and 2008.

We have a profit-sharing contribution feature to our 401(k) plan which allows eligible U.S. employees to
receive employer retirement contributions, or ERCs, when we meet our annual corporate goals. In addition, we
have a supplemental ERC for select highly compensated employees whose ERCs are limited by the annual
Internal Revenue Service compensation limit. ERC expense recorded in compensation and benefits expense in
the Consolidated Statements of Income was $4 million in 2010, 2009 and 2008.

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The NASDAQ OMX Group, Inc.

Notes to Consolidated Financial Statements—(Continued)

Employee Stock Purchase Plan

We have an ESPP under which approximately 3.9 million shares of our common stock have been reserved

for future issuance as of December 31, 2010.

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 Consolidated Statements of Income.

Under our ESPP, employees may purchase shares having a value not exceeding 10.0% of their annual
compensation, subject to applicable annual Internal Revenue Service limitations. During 2010, employees
purchased 242,865 shares at a weighted-average price of $15.08, during 2009, employees purchased 201,559
shares at a weighted-average price of $17.68 and during 2008, employees purchased 112,852 shares at a
weighted-average price of $22.01 under the ESPP. We recorded compensation expense of $0.8 million for the
year ended December 31, 2010, $0.6 million for the year ended December 31, 2009 and $0.4 million for the year
ended December 31, 2008 for the 15.0% discount that is given to our employees.

11. 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, include employee stock options,
restricted stock (which includes awards and units) and 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 awards granted prior to January 1, 2005 generally vested 33%
on each annual anniversary of the grant date over three years. Stock option and restricted stock awards granted
after January 1, 2005 generally include performance-based accelerated vesting features based on achievement of
specific levels of corporate performance. If NASDAQ OMX exceeds the applicable performance parameters, the
grants vest on the third anniversary of the grant date, if NASDAQ OMX meets the applicable performance
parameters, the grants vest on the fourth anniversary of the grant date, and if NASDAQ OMX does not meet the
applicable performance parameters, the grants vest on the fifth anniversary of the grant date.

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.

Stock Option Exchange Program

In May 2010, NASDAQ OMX shareholders approved a proposal to allow for a one-time voluntary stock
option exchange program, designed to provide eligible employees an opportunity to exchange some or all of their
eligible underwater stock options for a lesser amount of replacement stock options to be granted with a lower
exercise price and a longer vesting period. Participants in the program were entitled to receive one replacement

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The NASDAQ OMX Group, Inc.

Notes to Consolidated Financial Statements—(Continued)

option for each 1.4 eligible options exchanged. Stock options eligible for the exchange were granted on or after
January 1, 2006 and on or before June 30, 2008 with an exercise price greater than $30.00. The program
commenced on July 7, 2010 and expired on August 3, 2010. A total of 0.8 million eligible stock options were
tendered by employees, representing 90% of the total stock options eligible for exchange. On August 3, 2010, we
granted 0.6 million new replacement stock options with an exercise price of $20.04, which was equal to the
closing price of our common stock on that date. The replacement options are subject to a new vesting schedule
and will vest in three equal annual installments on August 3, 2011, August 3, 2012 and August 3, 2013 and have
a term of seven years. No incremental stock option expense was recognized for the replacement options as the
fair value of the replacement options did not exceed the fair value of the exchanged options.

Summary of 2010 Equity Awards

In March 2010, we granted non-qualified stock options and/or restricted stock to most active employees.
Both the stock options and restricted stock granted included a performance-based accelerated vesting feature
based on achievement of specific levels of corporate performance, as described above. In 2010, we achieved the
applicable performance parameters, and therefore, we will continue to expense the grant over the four-year
vesting period.

In 2010, certain executive officers received grants of 629,743 PSUs. Of these PSUs granted, 80,000 units

are subject to a three year performance period and vest at the end of the period. The remaining 549,743 units are
subject to a one year performance period and generally will vest ratably on an annual basis on December 31,
2011 through December 31, 2013. During 2010, certain grants exceeded the applicable performance parameters
for the one year performance PSUs. As a result, an additional 19,142 units were considered granted in February
2011.

See “Summary of Stock Option Activity” and “Summary of Restricted Stock and PSU Activity” below for

further discussion.

Summary of 2009 Equity Awards

In 2009, certain executive officers received grants of 105,641 PSUs. Of these PSUs granted, 80,000 units
are subject to a three year performance period and vest at the end of the period. The remaining 25,641 units were
subject to a one year performance period and will vest ratably on an annual basis on December 31, 2010 through
December 31, 2012. During 2009, we exceeded the applicable performance parameters for the one year
performance PSUs. As a result, an additional 12,308 units were considered granted in February 2010.

Also in 2009, certain executive officers received grants of 972,319 non-qualified stock options that expire
ten years from the grant date. Of these options granted, 900,000 will vest 50% on December 31, 2011 and 50%
on December 31, 2012 and are not subject to any performance measures. The remaining 72,319 options granted
will vest 100% on the fourth anniversary of the grant date and include a performance based accelerated vesting
feature based on us achieving specific levels of performance, as described above. In 2009, we achieved the
applicable performance parameters, and therefore, we will continue to expense the grant over the four-year
vesting period.

Additionally, certain executive officers received grants of restricted stock of 725,000 in 2009. Of these
grants, 675,000 will vest 30% on the second anniversary of the grant date and 70% on the third anniversary of the
grant date. The remaining 50,000 grants of restricted stock will vest on March 31, 2012.

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Notes to Consolidated Financial Statements—(Continued)

Summary of 2008 Equity Awards

In December 2008, we granted non-qualified stock options and/or restricted stock to most active employees.

Both the stock options and restricted stock granted included a performance based accelerated vesting feature
based on us achieving specific levels of performance, as described above. In 2009, we achieved the applicable
performance parameters, and therefore, we will continue to expense the grant over the four-year vesting period.

In December 2008, certain executive officers and a select group of non-officer employees also received
grants of 244,034 PSUs. These PSUs were subject to a one year performance period and will vest three years
after the end of the performance period. During 2009, we exceeded the applicable performance parameters and as
a result, an additional 72,277 units were considered granted in February 2010.

Also in 2008, certain executive officers received grants of 120,896 PSUs. Of these PSUs granted, 80,000
units are subject to a three year performance period and vest at the end of the period. The remaining 40,896 units
were subject to a one year performance period and vest three years after the end of the performance period.
During 2008, we exceeded the applicable performance parameters for the one year performance PSUs and
determined that it would be more likely than not that the target performance levels will be exceeded for the three
year performance PSUs. As a result, an additional 60,449 units were considered granted. However, in February
2011, it was determined that we did not exceed the applicable performance parameters for the three year
performance PSUs and therefore only 53,333 PSUs were considered granted and ultimately vested.

Common Shares Available Under Our Equity Incentive Plan

As of December 31, 2010, we had approximately 8.4 million shares of common stock authorized for future

issuance under our 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 years ended December 31, 2010, 2009 and 2008 in the Consolidated
Statements of Income:

Share-based compensation expense before income taxes . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 33
(13)

(in millions)
$ 35
(14)

Total share-based compensation expense after income taxes . . . . . . . . . . . . . . . . . . . . . .

$ 20

$ 21

$ 26
(10)

$ 16

Year Ended December 31,

2010

2009

2008

We estimated the fair value of stock option awards using the Black-Scholes valuation model with the

following weighted-average assumptions:

Year Ended December 31,

2010

2009

2008

Expected life (in years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted-average risk free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted-average fair value at grant date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-58

5
2.03% 2.52% 1.63%
32.0% 36.0% 35.5%
—
$ 6.30

—
$ 9.17

—
$ 7.40

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Notes to Consolidated Financial Statements—(Continued)

Our computation of expected life is based on historical exercise patterns. The interest rate for periods within

the expected life of the award is based on the U.S. Treasury yield curve in effect at the time of grant. Our
computation of expected volatility is based on a combination of historical and market-based implied volatility.
Our credit facilities limit our ability to pay dividends. Before our credit facilities were in place, it was not our
policy to declare or pay cash dividends on our common stock.

Summary of Stock Option Activity

A summary of stock option activity for the years ended December 31, 2010, 2009 and 2008 is as follows:

Stock Options Outstanding

Outstanding at January 1, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeitures or expirations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Outstanding at December 31, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeitures or expirations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Outstanding at December 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Grants(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeitures or expirations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock option exchange program(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Number
Outstanding

9,998,114
1,686,839
(712,860)
(245,188)

10,726,905
1,018,155
(814,575)
(723,614)

10,206,871
1,855,979
(708,731)
(395,148)
(846,129)

Outstanding at December 31, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10,112,842

Weighted-
Average
Exercise Price
Per Share

$16.25
27.48
8.96
31.43

$18.08
21.13
7.93
32.32

$18.18
19.87
9.23
29.87
38.96

$16.92

(1)

Primarily reflects our company wide equity grant issued in March 2010, which included a performance-
based accelerated vesting feature based on achievement of specific levels of corporate performance, as
described above, and issuance of replacement stock options resulting from our stock option exchange
program. See “Stock Option Exchange Program” above for further discussion.

(2) Represents stock options tendered in our stock option exchange program. See “Stock Option Exchange

Program” above for further discussion.

We received net cash proceeds of $7 million from the exercise of approximately 0.7 million stock options

for the year ended December 31, 2010, received net cash proceeds of $6 million from the exercise of
approximately 0.8 million stock options for the year ended December 31, 2009, and received net cash proceeds
of $7 million from the exercise of approximately 0.7 million stock options for the year ended December 31,
2008. We present excess tax benefits from the exercise of stock options, if any, as financing cash flows.

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Notes to Consolidated Financial Statements—(Continued)

The following table summarizes significant ranges of outstanding and exercisable stock options as of

December 31, 2010:

Weighted-
Average
Remaining
Contractual
Life-
Outstanding
(in years)

Weighted-
Average
Exercise Price
Per Share

Aggregate
Intrinsic
Value
(in millions)

Range of Exercise Prices

Number
Outstanding

$ 5.28 - $ 7.34 . . . . . 1,911,250
$ 7.35 - $ 8.34 . . . . . 1,758,869
910,306
$ 8.35 - $10.24 . . . .
249,918
$10.25 - $14.49 . . . .
$14.50 - $19.69 . . . .
125,834
$19.70 - $25.01 . . . . 2,744,005
$25.02 - $30.09 . . . . 1,022,494
$30.10 - $35.91 . . . .
12,561
$35.92 - $38.99 . . . . 1,185,178
55,556
$39.00 - $42.28 . . . .
136,871
$42.29 - $48.81 . . . .

Total

. . . . . . . . . . . . 10,112,842

2.3
4.1
3.1
0.7
8.4
9.0
8.0
6.3
6.1
6.5
7.1

5.7

$ 5.92
$ 7.36
$ 8.84
$13.00
$19.12
$20.38
$25.22
$31.74
$35.93
$40.83
$45.38

$16.92

Weighted-
Average
Remaining
Contractual
Life-
Exercisable
(in years)

Weighted-
Average
Exercise
Price Per
Share

Aggregate
Intrinsic
Value
(in millions)

2.3
4.1
3.1
0.7
5.3
3.6
6.5
6.1
6.1
5.3
7.1

3.7

$ 5.92
$ 7.36
$ 8.84
$13.00
$17.80
$20.84
$26.88
$31.64
$35.94
$41.40
$45.38

$13.19

$ 34
29
13
3

—
—
—
—
—
—
—

$ 79

Number
Exercisable

1,911,250
1,758,869
910,240
249,918
17,448
67,263
62,080
9,781
945,178
23,294
136,806

$ 34
29
13
3
1
9

—
—
—
—
—

$ 89

6,092,127

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 December 31, 2010 of $23.73 and the exercise price, times the
number of shares) based on stock options with an exercise price less than NASDAQ OMX’s closing price of
$23.73 as of December 31, 2010, which would have been received by the option holders had the option holders
exercised their stock options on that date. This amount changes based on the fair market value of our common
stock. The total number of in-the-money stock options exercisable as of December 31, 2010 was 4.9 million. As
of December 31, 2009, 6.8 million outstanding stock options were exercisable and the weighted-average exercise
price was $12.56.

Total fair value of stock options vested was $5 million for the year ended December 31, 2010 and $12
million for the year ended December 31, 2009. The total pre-tax intrinsic value of stock options exercised was $8
million during 2010, $10 million during 2009 and $16 million during 2008.

At December 31, 2010, $14 million of total unrecognized compensation cost related to stock options is

expected to be recognized over a weighted-average period of 1.7 years.

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The NASDAQ OMX Group, Inc.

Notes to Consolidated Financial Statements—(Continued)

Summary of Restricted Stock and PSU Activity

The following table summarizes our restricted stock and PSU activity for the years ended December 31,

2010, 2009 and 2008:

Unvested balances at January 1, 2008 . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Unvested balances at December 31, 2008 . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Unvested balances at December 31, 2009 . . . . . . . .
Granted(2)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Restricted
Stock

994,723
1,158,875
(164,507)
(104,619)

1,884,472
861,919
(260,721)
(276,922)

2,208,748
1,223,921
(459,759)
(213,819)

Unvested balances at December 31, 2010 . . . . . . . .

2,759,091

Weighted Average
Grant Date
Fair Value

$37.23
27.36
23.75
38.70

$32.23
20.79
34.27
32.53

$27.48
19.80
39.89
26.87

$22.00

PSUs

181,152
455,955(1)
—
(5,139)

631,968
105,641
—

(184,927)

552,682
714,328
(120,000)
(48,381)

1,098,629

Weighted Average
Grant Date
Fair Value

$37.31
32.60
—
41.36

$33.87
22.77
—
34.37

$31.59
20.31
33.19
27.79

$24.25

(1)

This amount includes 91,025 additional PSUs for which we determined that performance measures will
more likely than not be achieved.

(2) Restricted stock grants in 2010 primarily reflect our company wide grant issued in March 2010, which

included a performance- based accelerated vesting feature based on achievement of specific levels of
corporate performance, as described above.

At December 31, 2010, $38 million of total unrecognized compensation cost related to restricted stock and

PSUs is expected to be recognized over a weighted-average period of 1.7 years.

12. NASDAQ OMX Stockholders’ Equity

Common Stock

At December 31, 2010, 300,000,000 shares of our common stock were authorized, 213,370,086 shares were
issued and 175,782,683 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 OMX common stock. This limitation does not apply to persons exempted from
this limitation by our board of directors prior to the time such person owns more than 5.0% of the then-
outstanding shares of NASDAQ OMX common stock.

In 2008, we issued 60,561,515 shares of common stock to Borse Dubai and a trust for Borse Dubai’s

economic benefit in connection with the OMX AB business combination. In December 2010, we purchased
22,781,000 shares of our stock from Borse Dubai. See “Share Repurchase from Borse Dubai” below for further
discussion. In addition, Borse Dubai agreed to sell in a private transaction 8,000,000 shares of our stock to
Nomura International plc. Nomura International plc agreed, under a forward sale agreement, to sell these
8,000,000 shares to Investor AB. As a result of the settlement of this forward sale agreement, Investor AB’s
ownership in NASDAQ OMX increased to 17,004,142 shares. As of December 31, 2010, Borse Dubai and a trust

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Notes to Consolidated Financial Statements—(Continued)

for Borse Dubai’s economic benefit held 29,780,515 shares of our common stock. In addition, as of
December 31, 2010, SLP held 10,539,614 shares of our common stock, and subsequently sold these shares in
February 2011. Investor AB purchased 1,000,000 of the shares sold by SLP and currently owns 18,004,142
shares of our 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 OMX stockholders’ equity and included in common stock in treasury, at
cost in the Consolidated Balance Sheets. When treasury shares are reissued, they are recorded at the average cost
of the treasury shares acquired. As of December 31, 2010, we held 37,587,403 shares of common stock in
treasury and held 327,722 shares as of December 31, 2009. The increase during the year ended December 31,
2010 was primarily due to our share repurchase program. See “Share Repurchase Program” below for further
discussion.

Share Repurchase from Borse Dubai

In December 2010, we purchased 22,781,000 shares of common stock from Borse Dubai for $21.82 per
share for an aggregate purchase price of approximately $497 million. We entered into a $400 million senior
unsecured bridge facility, of which proceeds of $370 million were utilized to partially finance the purchase of
common stock from Borse Dubai. See “Bridge Facility,” of Note 8, “Debt Obligations,” for further discussion.
This transaction expanded, accelerated and completed the purchase of our shares pursuant to our previously
announced share repurchase program. See “Share Repurchase Program” below for further discussion of our share
repurchase program.

Share Repurchase Program

On March 2, 2010, we announced that our board of directors had approved a share repurchase program
authorizing NASDAQ OMX to repurchase in the aggregate up to $300 million of our outstanding common stock.
In July 2010, our board of directors authorized a repurchase of up to an additional $100 million of our
outstanding common stock under the share repurchase program and in October 2010 authorized a repurchase of
up to an additional $150 million shares bringing the total authorized amount to $550 million of our outstanding
common stock. Prior to our share repurchase from Borse Dubai, discussed above, we had repurchased
15,050,647 shares of our common stock at an average price of $19.95, with an aggregate purchase price of $300
million. The share repurchase from Borse Dubai expanded, accelerated and completed this share repurchase
program. The shares repurchased under the share repurchase program and from Borse Dubai are available for
general corporate purposes.

Purchases by NASDAQ OMX under this program were 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. These purchases were funded from existing cash balances. The share repurchase
program did not obligate us to acquire any particular amount of common stock. The timing, frequency and
amount of repurchase activity depended on a variety of factors, such as levels of cash generation from operations,
cash requirements for investments in our businesses, current stock price, market conditions and other factors.

Other Repurchases of Common Stock

For the year ended December 31, 2010, we repurchased 194,655 shares of our common stock in settlement

of employee tax withholding obligations due upon the vesting of restricted stock.

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The NASDAQ OMX Group, Inc.

Notes to Consolidated Financial Statements—(Continued)

Preferred Stock

Our certificate of incorporation authorizes the issuance of 30,000,000 shares of preferred stock, par value
$0.01 per share, issuable from time to time in one or more series. At December 31, 2010, 1,600,000 shares of
series A convertible preferred stock were issued and none were outstanding. At December 31, 2009, 1,600,000
shares of series A convertible preferred stock were issued and outstanding, and were classified as temporary
equity in the Consolidated Balance Sheets.

In 2009, as an inducement for the conversion of our 3.75% convertible notes, we agreed to pay the Holders

and certain of their affiliates an aggregate amount of $9 million in cash and to issue to the Holders 1,600,000
shares of our series A convertible preferred stock, with an aggregate initial liquidation preference amount of $16
million. Conversion of the series A convertible preferred stock was contingent upon shareholder approval and did
not represent an unconditional obligation to transfer assets. In accordance with U.S. GAAP, if the conversion and
subsequent issuance of equity shares is not solely in the control of the issuer and the instrument does not
represent an unconditional obligation to transfer assets, permanent equity classification is not permitted.
Therefore, we recorded the fair value of the series A convertible preferred stock of $15 million as temporary
equity in the Consolidated Balance Sheets as of December 31, 2009. The series A convertible preferred stock was
accreted through retained earnings, through the date of shareholder approval, up to the aggregate liquidation
preference amount of $16 million.

At our annual shareholders’ meeting in May 2010, the shareholders approved the conversion of the series A
convertible preferred stock into common stock. The series A convertible preferred stock automatically converted
into 845,646 shares of common stock determined by dividing the initial liquidation preference amount of $16
million by $18.92, which represents the average daily volume weighted-average price, or VWAP, of NASDAQ
OMX’s common stock during the 10 day period immediately preceding the date on which the results of the
shareholder vote was calculated. At the time of conversion, the VWAP was subject to a floor price of 80% of the
price of NASDAQ OMX’s common stock as of the initial issuance date, and a ceiling price of 120% of the price
of NASDAQ OMX’s common stock as of the initial issuance date. The changes in our series A convertible
preferred stock during the year ended December 31, 2010 are as follows:

Balance as of December 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accretion for the year ended December 31, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . .
Conversion into common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Balance as of December 31, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

15
1
(16)

$ —

Series A Convertible
Preferred Stock

(in millions)

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss is composed of unrealized holding gains and losses on

available-for-sale securities, foreign currency translation adjustments, unrealized gains and losses on derivative
financial instruments that qualify as cash flow hedges and employee benefit plan adjustments.

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The NASDAQ OMX Group, Inc.

Notes to Consolidated Financial Statements—(Continued)

The following table outlines the components of accumulated other comprehensive loss:

Unrealized
Holding
Gains(Losses) on
Available-For-Sale
Securities(1)

Foreign
Currency
Translation
Adjustments(2)

Unrealized
Gains(Losses)
on Cash Flow
Hedges(3)

Employee
Benefit Plan
Adjustments(4)

Accumulated
Other
Comprehensive
Loss

Gross balance, December 31, 2009
Income taxes . . . . . . . . . . . . . . . . .

Net balance, December 31, 2009 . .

Gross balance, December 31, 2010
Income taxes . . . . . . . . . . . . . . . . .

Net balance, December 31, 2010 . .

$ —
—

$ —

(3)
1

(2)

$ (638)
253

$ (385)

$ (407)
155

$ (252)

(9)
3

(6)

$ —
—

$ —

$ (26)
11

$ (15)

$ (31)
13

$ (18)

$ (673)
267

$ (406)

$ (441)
169

$ (272)

(1) Amount includes cumulative gains and losses on our available-for-sale investment in DFM. See Note 5,

“Investments,” for further discussion.

(2) Amounts include cumulative gains and losses on foreign currency translation adjustments from non-U.S.

subsidiaries for which the functional currency is other than the U.S. dollar.

(3) Cash flow hedges were entered into to effectively convert a portion of our floating rate debt to a fixed rate

basis. We recorded an unrealized pre-tax loss in accumulated other comprehensive loss of $9 million ($6
million after tax) as of December 31, 2009 as a result of the fair value measurement of these swaps. The fair
value of these swaps is included in other liabilities in the Consolidated Balance Sheet as of December 31,
2009. In January 2010, in connection with the repayment of our senior secured credit facilities in place as of
December 31, 2009, we terminated our interest rate swaps and reclassified into earnings the unrealized loss
of $9 million ($6 million after tax) relating to these interest rate swaps. See “Senior Secured Credit Facilities
in Place as of December 31, 2009,” of Note 8, “Debt Obligations,” for further discussion.

(4) Amounts primarily represent unrecognized net actuarial gains (losses) related to the NASDAQ OMX

Benefit Plans.

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Notes to Consolidated Financial Statements—(Continued)

13. Earnings Per Common Share

The following table sets forth the computation of basic and diluted earnings per share:

Numerator:
Net income attributable to NASDAQ OMX . . . . . . . . . . . . . . . . .
Accretion on series A convertible preferred stock . . . . . . . . . . . .

Net income for basic earnings per share . . . . . . . . . . . . . . . . . . . .
Interest impact of 3.75% convertible notes, net of tax . . . . . . . . .

Net income for diluted earnings per share . . . . . . . . . . . . . . . . . .

Denominator:
Weighted-average common shares outstanding for basic

Year Ended December 31,

2010

2009

2008

(in millions, except share and
per share amounts)

395
(1)

394
—

394

266
—

266
2

268

314
—

314
3

317

earnings per share(1)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

202,975,623

204,698,277

190,362,605

Weighted-average effect of dilutive securities:

Employee equity awards . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.75% convertible notes assumed converted into common

stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,504,550

3,772,645

5,061,943

34,482
—

6,066,985
—

8,281,167
809,147

Denominator for diluted earnings per share . . . . . . . . . . . . . . . . .

206,514,655

214,537,907

204,514,862

Basic and diluted earnings per share:
Basic earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Diluted earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1.94

1.91

1.30

1.25

1.65

1.55

(1)

For the year ended December 31, 2008, amounts include 60,561,515 shares of common stock issued to
Borse Dubai and a trust for Borse Dubai’s economic benefit in conjunction with the business combination
with OMX AB on a weighted-average basis from the closing date of the business combination.

For the year ended December 31, 2010, the weighted-average common shares outstanding for basic earnings

per share include the weighted-average impact of our share repurchase program and our share repurchase from
Borse Dubai. For the year ended December 31, 2010, we repurchased 15,050,647 shares of our common stock
through our share repurchase program and 22,781,000 shares of our common stock through the share repurchase
from Borse Dubai. In addition, for the year ended December 31, 2010, the weighted-average common shares
outstanding for basic earnings per share include the weighted-average impact of 845,646 shares of our common
stock that were issued in connection with the conversion of our series A convertible preferred stock in the second
quarter of 2010. See “Share Repurchase from Borse Dubai,” “Share Repurchase Program,” and “Preferred
Stock,” of Note 12, “NASDAQ OMX Stockholders’ Equity,” for further discussion.

Stock options to purchase 10,112,842 shares of common stock, 3,857,720 shares of restricted stock and
PSUs, and convertible notes convertible into 34,482 shares of common stock were outstanding at December 31,
2010. For the year ended December 31, 2010, we included 4,873,543 of the outstanding stock options and
1,086,998 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.

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The NASDAQ OMX Group, Inc.

Notes to Consolidated Financial Statements—(Continued)

In September 2009, most of the holders of our outstanding 3.75% convertible notes converted their

remaining outstanding notes into common stock in accordance with the terms of the notes, which resulted in the
issuance of an aggregate of 8,246,680 shares of our common stock. The 3.75% convertible notes were accounted
for under the if-converted method, as we settled the convertible notes in shares of our common stock. For the
year ended December 31, 2010, all of the shares underlying the outstanding 3.75% convertible notes were
included in the computation of diluted earnings per share, on a weighted-average basis, as their inclusion was
dilutive.

The 2.50% convertible senior notes are accounted for under the treasury stock method as it is our intent and

policy to settle the principal amount of the notes in cash. Based on the settlement structure of the 2.50%
convertible senior notes, which permits the principal amount to be settled in cash and the conversion premium to
be settled in shares of our common stock or cash, we will reflect the impact of the convertible spread portion of
the convertible notes in the diluted calculation using the treasury stock method. For the years ended
December 31, 2010 and 2009, the conversion spread of our 2.50% convertible senior notes was out of the money,
and as such, they were properly excluded from the computation of diluted earnings per share.

Stock options to purchase 10,206,871 shares of common stock, 2,761,430 shares of restricted stock and
PSUs, and convertible notes convertible into 34,482 shares of common stock were outstanding at December 31,
2009. For the year ended December 31, 2009, we included 5,601,324 of the outstanding stock options and
1,134,138 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.

Stock options to purchase 10,726,905 shares of common stock and 2,516,440 shares of restricted stock and

PSUs, and convertible notes convertible into 8,281,162 shares of common stock were outstanding at
December 31, 2008. For the year ended December 31, 2008, we included 6,654,784 of the stock options
outstanding, 2,000,424 shares of restricted stock and PSUs, all of the shares underlying the 3.75% convertible
notes, which includes all outstanding 3.75% convertible notes and 3.75% convertible notes converted into 2,000
shares of common stock during 2008 and warrants exercised into 1,539,489 shares of common stock, up to the
time of exercise 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 the
conversion spread of our 2.50% convertible senior notes was out of the money, and as such, they were properly
excluded.

14. 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 OMX’s market assumptions. These two types of inputs
create the following fair value hierarchy:

•

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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The NASDAQ OMX Group, Inc.

Notes to Consolidated Financial Statements—(Continued)

This hierarchy requires the use of observable market data when available.

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 at December 31, 2010.

Balance as of
December 31,
2010

Fair Value Measurements

(Level 1)

(Level 2)

(Level 3)

(in millions)

Financial Assets Measured at Fair Value on a Recurring Basis
Derivative positions, at fair value(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial investments, at fair value(2) . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 4,037
253

$ — $ 4,037
—

253

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 4,290

$ 253

$ 4,037

Financial Liabilities Measured at Fair Value on a Recurring Basis
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative positions, at fair value(1)

$ 4,037

$ — $ 4,037

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 4,037

$ — $ 4,037

$ —
—

$ —

(1) Represents net amounts associated with our clearing operations in the derivative markets of NASDAQ

(2)

OMX Commodities and NASDAQ OMX Stockholm. Receivables and payables attributable to outstanding
derivative positions have been netted to the extent that such a legal offset right exists and, at the same time,
if it is our intention to settle these items. See “Derivative Positions, at Fair Value” below for further
discussion.
Primarily comprised of Swedish government debt securities of $220 million. These securities are classified
as trading securities and $190 million are restricted assets to meet regulatory capital requirements for
NASDAQ OMX Stockholm’s clearing operations. Also includes our 1% available-for-sale investment in
DFM of $33 million that is classified as an available-for-sale security. See Note 5, “Investments,” for
further discussion of our trading investment securities and available-for-sale investment security.

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 at December 31, 2009:

Balance as of

December 31, 2009 Fair Value Measurements

(Level 1) (Level 2) (Level 3)

(in millions)

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Financial Liabilities Measured at Fair Value on a Recurring Basis
Derivative positions, at fair value(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities(3)

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 2,054
308

$ 2,362

$ 2,054
10

$ 2,064

F-67

$ — $ 2,054 $ —
—

308

—

$ 308 $ 2,054 $ —

$ — $ 2,054 $ —
10 —

—

$ — $ 2,064 $ —

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Notes to Consolidated Financial Statements—(Continued)

(1) Represents net amounts associated with our clearing operations in the derivative markets of NASDAQ

(2)

(3)

OMX Commodities and NASDAQ OMX Stockholm. Receivables and payables attributable to outstanding
derivative positions have been netted to the extent that such a legal offset right exists and, at the same time,
if it is our intention to settle these items. See “Derivative Positions, at Fair Value,” below for further
discussion.
Primarily comprised of Swedish government debt securities. These securities are classified as trading
securities and $183 million are restricted assets to meet regulatory capital requirements for NASDAQ OMX
Stockholm’s clearing operations.
Primarily includes our interest rate swaps of $9 million included in other liabilities in the Consolidated
Balance Sheets. We determine the fair value of our interest rate swap contracts using standard valuation
models that are based on market-based observable inputs including forward and spot exchange rates and
interest rate curves. See “Cash Flow Hedges,” of Note 15, “Derivative Financial Instruments and Hedging
Activities,” for further discussion.

Open Clearing Contracts at NASDAQ OMX Commodities and NASDAQ OMX Stockholm

Derivative Positions, at Fair Value

Through our clearing operations in the derivative markets with NASDAQ OMX Commodities and

NASDAQ OMX Stockholm, we are the legal counterparty for each derivative position traded and thereby
guarantee the fulfillment of each contract. We also act as the counterparty for certain trades on OTC derivative
contracts. The derivatives are not used by NASDAQ OMX Commodities or NASDAQ OMX Stockholm for the
purpose of trading on their own behalf. As the legal counterparty of each transaction, NASDAQ OMX
Commodities and NASDAQ OMX Stockholm bear the counterparty risk between the purchaser and seller in the
contract. The counterparty risks are measured using models that are agreed to with the Financial Supervisory
Authority of the applicable country, which requires us to provide minimum guarantees and maintain certain
levels of regulatory capital.

The structure and operations of NASDAQ OMX Commodities and NASDAQ OMX Stockholm differ from

The fair value of these derivative contracts with NASDAQ OMX Commodities and NASDAQ OMX

Stockholm is reported gross in the Consolidated Balance Sheets as a receivable pertaining to the purchasing party
and a payable pertaining to the selling party. Such receivables and payables attributable to outstanding derivative
positions have been netted to the extent that such a legal offset right exists and, at the same time, that it is our

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intention to settle these items. At December 31, 2010, our derivative positions, at fair value in the Consolidated
Balance Sheets were $4.0 billion. See “Collateral Received for Clearing Operations, Guarantees Issued and
Credit Facilities Available,” of Note 17, “Commitments, Contingencies and Guarantees,” for further discussion
of our guarantees on the fulfillment of these contracts and collateral received.

The following table presents the fair value of our outstanding derivative positions at December 31, 2010 and

2009 prior to netting:

December 31, 2010

December 31, 2009

Asset

Liability

Asset

Liability

. . . . . . . . . . . . . . . . . . .
Commodity forwards and options(1) (2)
Fixed-income options and futures(2) (3)
. . . . . . . . . . . . . . . . . . .
Stock options and futures(2) (3) . . . . . . . . . . . . . . . . . . . . . . . . . .
Index options and futures(2) (3) . . . . . . . . . . . . . . . . . . . . . . . . . .

$3,437
578
237
208

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$4,460

(in millions)

$3,437
578
237
208

$4,460

$1,642
131
194
235

$2,202

$1,642
131
194
235

$2,202

(1) We determine the fair value of our forward contracts using standard valuation models that are based on
market-based observable inputs including LIBOR rates and the spot price of the underlying instrument.

(2) We determine the fair value of our option contracts using standard valuation models that are based on
market-based observable inputs including implied volatility, interest rates and the spot price of the
underlying instrument.

(3) We determine the fair value of our future contracts based upon quoted market prices and average quoted

market yields.

Resale and Repurchase Agreements, at Contract Value

Through our clearing operations in the resale and repurchase markets with NASDAQ OMX Stockholm, we
are the legal counterparty for each resale and repurchase contract traded and thereby guarantee the fulfillment of
each contract. We only clear these transactions once a bilateral contract between members has been entered into
whereby the two members have agreed on all terms in the transaction. The resale and repurchase agreements are
not used for financing purposes by NASDAQ OMX. As the legal counterparty of each transaction, NASDAQ
OMX Stockholm bears the counterparty risk between the purchaser and seller in the resale and repurchase
agreement.

Pledged collateral, which is transferred through NASDAQ OMX Stockholm at initiation of the bilateral

contract between the two clearing member counterparties, primarily consists of Swedish government debt

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Notes to Consolidated Financial Statements—(Continued)

securities. Market participants must meet certain minimum financial standards to mitigate the risk if they become
unable to satisfy their obligations. In the event that one of the participants cannot fulfill its obligation to deliver
or receive the underlying security at the agreed upon price, NASDAQ OMX Stockholm is required to buy or sell
the security in the open market to fulfill its obligation. In order to protect itself against a price movement in the
value of the underlying security, or price risk, NASDAQ OMX Stockholm requires all participants to provide
additional margin as needed, which is valued on a daily basis and is maintained at a third-party custodian bank
for the benefit of the clearing members and is accessible by NASDAQ OMX Stockholm in the event of default.

We record resale and repurchase agreements at contract value plus interest gross in the Consolidated
Balance Sheets as a receivable pertaining to the purchasing party and a payable pertaining to the selling party.
Such receivables and liabilities attributable to outstanding resale and repurchase agreements have been netted to
the extent that such a legal offset right exists and, at the same time, that it is our intention to settle these items. At
December 31, 2010, our resale and repurchase agreements, at contract value in the Consolidated Balance Sheets
was $3.4 billion. The resale and repurchase agreements are recorded at their contractual amounts plus interest
which approximates fair value, as the fair value of these items are not materially sensitive to shifts in market
interest rates because of the short-term nature of these instruments and/or variable interest rates or to credit risk
because the resale and repurchase agreements are fully collateralized. The resale and repurchase agreements
generally mature in less than 30 days. See “Collateral Received for Clearing Operations, Guarantees Issued and
Credit Facilities Available,” of Note 17, “Commitments, Contingencies and Guarantees,” for further discussion
of our guarantees on the fulfillment of these contracts and collateral received.

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,
non-current restricted cash, accounts payable and accrued expenses, Section 31 fees payable to SEC, accrued
personnel costs, and certain other current liabilities.

We also consider our debt obligations to be financial instruments. The fair value of our debt obligations was

estimated using discounted cash flow analyses based on our assumed incremental borrowing rates for similar
types of borrowing arrangements and a Black-Scholes valuation technique that is utilized to calculate the
convertible option value for the 3.75% convertible notes and the 2.50% convertible senior notes. At
December 31, 2010, the carrying value of our debt obligations, before the $40 million unamortized debt discount
on the 2.50% convertible senior notes, was approximately $17 million less than fair value. The difference
primarily relates to an increase in the fair value of the 2.50% convertible senior notes as a result of changes in
current market interest rates during the period, partially offset by a decrease in fair value on the 2.50%
convertible senior notes due to the convertible option feature which is equivalent to a conversion price of
approximately $55.13 as compared to the closing price of $23.73 at December 31, 2010. At December 31, 2009,
the carrying value of our debt obligations, before the $54 million unamortized debt discount on the 2.50%
convertible senior notes, was approximately $20 million more than fair value, primarily due to a decrease in fair
value on the 2.50% convertible senior notes due to the convertible option feature which is equivalent to a
conversion price of approximately $55.13 as compared to the closing price of $19.82 at December 31, 2009. For
further discussion of our debt obligations, see Note 8, “Debt Obligations.”

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Notes to Consolidated Financial Statements—(Continued)

15. Derivative Financial Instruments and Hedging Activities

In the ordinary course of business, we may enter into various types of derivative transactions. These

derivative transactions include:

•

Futures and foreign currency forward contracts which are commitments to buy or sell at a future date a
financial instrument, commodity or currency at a contracted price and may be settled in cash or through
delivery.

Interest rate swap contracts which are agreements between two parties to exchange one stream of future
interest payments for another based on a specified principal amount over a set period of time.

Foreign currency option contracts which give the purchaser, for a fee, the right, but not the obligation,
to buy or sell within a limited time a financial instrument or currency at a contracted price that may also
be settled in cash, based on differentials between specified indices or prices.

NASDAQ OMX may use these derivative financial instruments to manage exposure to various market risks,
primarily foreign currency exchange rate fluctuations and changes in interest rates on our variable rate debt. Such
instruments are an integral component of our market risk and related asset/liability management strategy and
processes.

Fair Value Hedges

Depending on market conditions, we may use foreign currency future, forward and option contracts to limit
our exposure to foreign currency exchange rate fluctuations on contracted revenue streams (hedged item) relating
to our Market Technology sales. When the contracted revenue streams meet the definition of a firm commitment,
these derivative contracts may be designated as fair value hedges if the applicable hedge criteria are met.
Changes in fair value on the derivatives and the related hedged items are recognized in the Consolidated
Statements of Income. As of December 31, 2010 and 2009, there were no outstanding fair value hedges.

Cash Flow Hedges

In the third quarter of 2008, we entered into interest rate swap agreements that effectively converted $200

million of our senior secured credit facilities in place as of December 31, 2009, which was floating rate debt, to a
fixed rate basis through August 2011, thus reducing the impact of interest rate changes on future interest expense.
As of December 31, 2009, these interest rate swaps were in a net liability position of $9 million and were
recorded in other liabilities in the Consolidated Balance Sheets. In the first quarter of 2010, in connection with
the repayment of our senior secured credit facilities in place as of December 31, 2009, we terminated our interest
rate swaps and reclassified into earnings the unrealized loss of $9 million which was included in accumulated
other comprehensive loss in the Consolidated Balance Sheets at December 31, 2009. This loss is included in
general, administrative and other expense in the Consolidated Statements of Income for the year ended
December 31, 2010. See “Senior Unsecured Notes, Credit Facility and Repayment of Our Senior Secured Credit
Facilities in Place as of December 31, 2009,” of Note 8, “Debt Obligations,” for further discussion.

All derivative contracts used to manage interest rate risk are measured at fair value and are recorded in
assets or liabilities as appropriate with the offset in accumulated other comprehensive loss within NASDAQ
OMX stockholders’ equity in the Consolidated Balance Sheets. Any ineffectiveness would impact earnings
through interest expense. There was no material ineffectiveness recorded in earnings for the years ended
December 31, 2010, 2009 and 2008. As of December 31, 2010, there were no outstanding cash flow hedges.

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Notes to Consolidated Financial Statements—(Continued)

Net Investment Hedges

Net assets of our foreign subsidiaries are exposed to volatility in foreign currency exchange rates. We may

utilize net investment hedges to offset the translation adjustment arising from remeasuring our investment in
foreign subsidiaries. As of December 31, 2010 and 2009, there were no outstanding net investment hedges.

Derivatives Not Designated as Hedges

NASDAQ OMX may also enter into economic hedges that either do not qualify or are not designated for
hedge accounting treatment. This type of hedge is undertaken when hedge accounting requirements cannot be
achieved or management decides not to apply hedge accounting.

In order to economically hedge the foreign currency exposure on our business combination with OMX AB,
we entered into foreign currency option and forward contracts beginning at the time of the announcement of the
proposed combination. A derivative used to hedge exposure related to an anticipated business combination does
not qualify for specialized hedge accounting, and as such, was marked to market through the income statement in
gain (loss) on foreign currency contracts each reporting period. In the first quarter of 2008, we entered into a
forward contract for the Nord Pool transaction. See below for further discussion of these contracts. For additional
discussion of the business combination with OMX AB and the Nord Pool transaction, see “Combination with
OMX AB and Strategic Partnership with Borse Dubai Limited,” and “Acquisition of Certain Businesses from
Nord Pool,” of Note 3, “Acquisitions and Strategic Initiatives.”

In 2008, we also entered into foreign currency contracts, primarily foreign currency option and forward

contracts, to partially or fully economically hedge foreign currency transactions and non-U.S. dollar cash flow
exposures on our Market Technology contracts. These hedges generally matured within one year and changes in
fair value of these derivatives were recognized in gain (loss) on foreign currency contracts, net in the
Consolidated Statements of Income.

We did not enter into any material economic hedges that did not qualify or were not designated for hedge

accounting during the years ended December 31, 2010 and 2009.

The following table presents the realized and unrealized gain/(loss) recognized in the Consolidated
Statements of Income for the year ended December 31, 2008 related to our foreign currency forward contracts.
For the cumulative realized gain (loss) related to our foreign currency option contracts, see below.

Realized
Gain
(Loss)

Unrealized
Loss

Total Gain/
(Loss) for the
Year Ended
December 31,
2008

SEK 2008 Forward Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NOK 2008 Forward Contract
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 34
(72)
(4)

(in millions)
$ —
—
(9)

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ (42)

$ (9)

$ 34
(72)
(13)

$ (51)

(1)

Primarily represents market technology forward currency contracts used to limit our exposure to foreign
currency exchange rate fluctuations on contracted revenue streams which do not qualify for hedge
accounting.

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Notes to Consolidated Financial Statements—(Continued)

In the first quarter of 2008, we entered into forward contracts to hedge the SEK cash payment made in
connection with the business combination with OMX AB. We recorded a gain of $34 million upon the closing of
the business acquisition in the first quarter of 2008 relating to the cash payments for the SEK forward contracts.

Also in the first quarter of 2008, we entered into a forward contract to hedge the NOK cash payment for the

Nord Pool transaction of approximately $320 million. We entered into a forward contract to buy NOK and sell
U.S. dollars at an exchange rate of 5.2129. Upon the closing of the Nord Pool transaction on October 21, 2008,
we closed out the NOK forward contract, resulting in a realized loss of approximately $72 million.

The following table presents the cumulative realized gain/(loss) on each option contract and the total loss
recognized in the Consolidated Statements of Income for year ended December 31, 2008 related to our foreign
currency option contracts.

Purchase

Sale/
Expiration

Cumulative
Realized
Gain (Loss)

Change in
Unrealized
Loss

Total
Gain/(Loss) for
the Year Ended
December 31,
2008

SEK 2007 Option Contract(1)
SEK 2008 Option Contract(2)

. . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 39
13

$ 52

$ 67
—

$ 67

(in millions)
$ 28
(13)

$ 15

$ (22)
—

$ (22)

$ 6
(13)

$ (7)

(1)

This contract, which was originally purchased in October 2007 to economically hedge the foreign currency
exposure on our business combination with OMX AB, had a fair value at December 31, 2007 of $61
million. On January 7, 2008, we sold the SEK 2007 option contract for $67 million and recorded a gain of
$6 million.

(2) On January 7, 2008, we purchased a new contract for $13 million, which expired out-of-the-money in

February 2008 and we recorded a loss for the purchase amount of $13 million.

As shown in the above two tables, for the year ended December 31, 2008, we recognized a loss of $7
million related to option contracts and also recognized a loss of $51 million related to forward contracts for a
total loss of $58 million.

As of December 31, 2010, the fair value amounts of our derivative instruments was immaterial. The
following table presents the fair value amounts and balance sheet location of our derivative instruments prior to
netting as of December 31, 2009.

December 31, 2009
Fair Value

Asset

Liability

(in millions)

Derivatives Designated as Hedging Instruments
Cash flow hedges

Interest rate swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ —

$ 9 (1)

Derivatives Not Designated as Hedging Instruments

Foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total derivatives not designated as hedging instruments . . . . . . . . . . . . . . . . . . . . . .

—

1 (2)

Total derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ —

$10

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Notes to Consolidated Financial Statements—(Continued)

(1)

(2)

Included in other liabilities in the Consolidated Balance Sheets.
Included in other current liabilities in the Consolidated Balance Sheets.

16. Leases

We lease office space and equipment under non-cancelable operating leases with third parties. Some of our
leases contain renewal options and escalation clauses based on increases in property taxes and building operating
costs.

As of December 31, 2010, future minimum lease payments under non-cancelable operating leases (net of

sublease income) are as follows:

Gross Lease
Commitments

Sublease
Income

Net Lease
Commitments

(in millions)

Year ending December 31:
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total future minimum lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 88
78
71
68
50
203

$ 558

$ 7
6
6
6
4
14

$ 43

$ 81
72
65
62
46
189

$ 515

Rent expense for operating leases (net of sublease income of $5 million in 2010, $3 million in 2009 and $7

million in 2008) was $78 million in 2010, $72 million in 2009 and $57 million in 2008.

17. Commitments, Contingencies and Guarantees

Collateral Received for Clearing Operations, Guarantees Issued and Credit Facilities Available

Collateral Received for Clearing Operations

Through our clearing operations in the derivative markets with NASDAQ OMX Commodities, NASDAQ
OMX Stockholm and IDCG, as well as riskless principal trading at NOCC and the resale and repurchase market
with NASDAQ OMX Stockholm, we are the legal counterparty for each position traded and thereby guarantee
the fulfillment of each contract. The derivatives are not used by the above entities for the purpose of trading on
their own behalf and the resale and repurchase agreements are not used for financing purposes by NASDAQ
OMX Stockholm. The structure and operations of NASDAQ OMX Commodities and NASDAQ OMX
Stockholm differ from other clearinghouses. See “Derivative Positions, at Fair Value,” and “Resale and
Repurchase Agreements, at Contract Value,” of Note 14, “Fair Value of Financial Investments,” for further
discussion.

We require market participants at NASDAQ OMX Commodities and NASDAQ OMX Stockholm to
provide collateral and meet certain minimum financial standards to mitigate the risk if they become unable to
satisfy their obligations. Total customer pledged collateral with NASDAQ OMX Commodities and NASDAQ
OMX Stockholm was $8.7 billion at December 31, 2010 and $6.1 billion at December 31, 2009. This pledged
collateral is held by a third-party custodian bank for the benefit of the clearing members and is accessible by

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NASDAQ OMX in the event of default. NASDAQ OMX Commodities and NASDAQ OMX Stockholm does not
receive any interest on these funds as the risks and rewards of collateral ownership, including interest, belongs to
the counterparty.

We also require market participants at IDCG and NOCC to meet certain minimum financial standards to
mitigate the risk if they become unable to satisfy their obligations and to provide collateral to cover the daily
margin call as needed. Customer pledged cash collateral held by IDCG and NOCC, which was $15 million at
December 31, 2010, is included in restricted cash with an offsetting liability included in other current liabilities
in the Consolidated Balance Sheets, as the risks and rewards of collateral ownership, including interest income,
belongs to IDCG and NOCC. Clearing member pledged cash collateral, included in IDCG’s guaranty fund, was
$8 million at December 31, 2010. This cash is included in non-current restricted cash with an offsetting liability
included in other liabilities in the Consolidated Balance Sheets, as the risks and rewards of collateral ownership,
including interest income, belongs to IDCG.

Guarantees Issued and Credit Facilities Available

In addition to the collateral pledged by market participants discussed above, 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. At December 31, 2010, financial guarantees
issued to us totaled $5 million. Credit facilities, which are available in multiple currencies, primarily Swedish
Krona and U.S. dollar, totaled $440 million ($196 million in available liquidity and $244 million to satisfy
regulatory requirements), none of which was utilized at December 31, 2010. At December 31, 2009, these
facilities totaled $417 million ($185 million in available liquidity and $232 million to satisfy regulatory
requirements), none of which was utilized.

Leases

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.

Other Guarantees

We have provided other guarantees as of December 31, 2010 of $18 million, primarily related to obligations

for our rental and leasing contracts. In addition, for certain Market Technology contracts, we have provided
performance guarantees of $6 million related to the delivery of software technology and support services. We
have received financial guarantees from various financial institutions to support the above guarantees. At
December 31, 2009, the total of these guarantees was $35 million.

We have also provided a $25 million guarantee to our wholly-owned subsidiary NOCC to cover losses

associated with customer defaults, net of any collateral posted against such losses.

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 Consolidated Balance Sheets for the above guarantees.

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Notes to Consolidated Financial Statements—(Continued)

Escrow Agreements

In connection with our acquisitions of FTEN and SMARTS, we entered into escrow agreements to secure

the payments of post-closing adjustments and other closing conditions. At December 31, 2010, these escrow
agreements provide for future payments of $3 million in 2011 and $22 million in 2012.

Brokerage Activities

Nasdaq Execution Services and NASDAQ Options Services provide guarantees to securities clearinghouses

and exchanges under their standard membership agreements, which require members to guarantee the
performance of other members. If a member becomes unable to satisfy its obligations to a clearinghouses 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’ and NASDAQ Options Services’ maximum potential liability under these
arrangements cannot be quantified. However, we believe that the potential for Nasdaq Execution Services and
NASDAQ Options Services to be required to make payments under these arrangements is unlikely. Accordingly,
no contingent liability is recorded in the Consolidated Balance Sheets for these arrangements.

Litigation

We may be subject to claims arising out of the conduct of our business. We are not currently a party to any
litigation that we believe could have a material adverse effect on our business, 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.

18. Segments

We manage, operate and provide our products and services in three business segments: our Market Services

segment, our Issuer Services segment and our Market Technology segment.

Our Market Services segment includes our U.S. and European Transaction Services businesses and our
Market Data business, which are interrelated because the Transaction Services businesses generate the quote and
trade information that we sell to market participants and data distributors. Market Services also includes our
Broker Services business, which offers technology and customized securities administration solutions to financial
participants in the Nordic markets.

Our Issuer Services segment includes our Global Listing Services and Global Index Group businesses. The

companies listed on The NASDAQ Stock Market, our Nordic and Baltic exchanges and NASDAQ OMX First
North represent a diverse array of industries. This diversity of companies listed on NASDAQ OMX markets
allows us to develop and license NASDAQ OMX branded indexes, associated derivatives and financial products
as part of our Global Index Group. The Global Listing Services business also includes our Corporate Solutions
business, which generates revenues through our shareholder, directors, newswire and other services.

Our Market Technology segment delivers technology and services to marketplaces, brokers and regulators

Our management allocates resources, assesses performance and manages these businesses as three separate
segments. We evaluate the performance of our segments based on several factors, of which the primary financial

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The NASDAQ OMX Group, Inc.

Notes to Consolidated Financial Statements—(Continued)

measure is income before income taxes. 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. These amounts include, but are not limited to, amounts related to mergers, strategic
initiatives and financing activities. See below for further discussion.

The following table presents certain information regarding these operating segments for the years ended

December 31, 2010, 2009 and 2008.

Market
Services

Issuer
Services

Market
Technology

Corporate Items
and Eliminations Consolidated

(in millions)

2010
Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of revenues . . . . . . . . . . . . . . . . . . . . . . . . .

$ 2,700

$344
(1,675) —

$152
—

—

Revenues less transaction rebates, brokerage,

clearance and exchange fees . . . . . . . . . . . . . .

1,025

Depreciation and amortization . . . . . . . . . . . . . .
Net interest expense . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) before income taxes . . . . . . . . . . .
Total assets(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of property and equipment . . . . . . . . .

77
63
450
14,331
29

344

17
21
119
714
4

152

5
9
11
415
7

2009
Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of revenues . . . . . . . . . . . . . . . . . . . . . . . . .

Revenues less transaction rebates, brokerage,

clearance and exchange fees . . . . . . . . . . . . . .

$ 2,934

$330
(1,958) —

$145
—

976

84
59
408
8,453
46

330

11
20
110
692
4

145

6
9
14
260
9

—
(54)(2)
747
2

—

3
1
(141)(3)
1,317
—

$ 3,197
(1,675)

1,522

103
93
526
16,207
42

$ 3,411
(1,958)

1,453

104
89
391
10,722
59

2008
Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of revenues . . . . . . . . . . . . . . . . . . . . . . . . .

$ 3,176

$343
(2,190) —

$119
—

12
—

$ 3,650
(2,190)

Revenues less transaction rebates, brokerage,

clearance and exchange fees . . . . . . . . . . . . . .

986

63
43
496
10,412
31

343

14
14
77
698
10

119

10
5
(22)
259
13

—
(38)(4)

1,383
1

1,460

93
62
513
12,752
55

(1)

Total assets increased $5.5 billion at December 31, 2010 as compared to December 31, 2009 primarily due
to an increase in open clearing contracts reflecting increases in derivative positions, at fair value as well as

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The NASDAQ OMX Group, Inc.

Notes to Consolidated Financial Statements—(Continued)

increases in resale agreements, at contract value within our Market Services segment. The increase in
derivative positions, at fair value primarily reflects increased activity and higher price levels on derivative
positions in the energy market. The increase for resale agreements, at contract value reflects our new
clearing business launched in 2010. Total assets decreased $2.0 billion at December 31, 2009 as compared
to December 31, 2008 primarily due to a decrease in our derivative positions, at fair value held within our
Market Services segment. The decrease was primarily due to the high volatility in market prices that existed
at December 31, 2008 due to the global financial and economic crisis, which created large unrealized
positions. As of December 31, 2009, the global economic market had shown signs of recovery from 2008
levels and the outstanding positions that contributed to the large unrealized positions as of December 31,
2008 either expired or were settled.
The 2010 corporate items and eliminations primarily include:

(2)

•

charges of $40 million related to the repayment of our senior secured credit facilities in place as of
December 31, 2009. See “Senior Unsecured Notes, Credit Facility and Repayment of Our Senior
Secured Credit Facilities in Place as of December 31, 2009,” of Note 8, “Debt Obligations,” for
further discussion; and

$11 million related to loss on divestiture of businesses as a result of our decision to close the
businesses of both NEURO ($6 million) and Agora-X ($5 million).

(3)

The 2009 corporate items and eliminations primarily include:

•

loss from unconsolidated investees, net of $107 million which is mainly comprised of $87 million
related to impairment charges recorded on our equity method investments in NASDAQ Dubai ($82
million) and Agora-X ($5 million) and a loss of $19 million on the sale of our 25.25% share capital
in Orc. See “Investment in NASDAQ Dubai,” and “Impairment of Agora-X,” as well as “Investment
in Orc Software,” of Note 5, “Investments,” for further discussion;

debt conversion expense of $25 million related to an inducement for the conversion of our 3.75%
convertible notes. See “3.75% Convertible Notes,” of Note 8, “Debt Obligations,” for further
discussion; and

loss of $5 million on the sale of an available-for-sale investment security in Oslo, which was
acquired as part of our business combination with OMX AB. See “Investment in Oslo,” of Note 5,
“Investments” for further discussion.

(4)

The 2008 corporate items and eliminations primarily include:

•

a net loss on foreign currency contracts of $45 million, primarily related to our Nord Pool
transaction ($72 million), partially offset by a $27 million gain related to our business combination
with OMX AB. See Note 15, “Derivative Financial Instruments and Hedging Activities,” for further
discussion;

income from unconsolidated investees, net of $27 million, primarily related to our gain on the
non-monetary contribution of the Nasdaq trade name to obtain an equity interest in NASDAQ
Dubai; and

an other-than-temporary impairment on a long-term available-for-sale investment security of $35
million. See “Investment in Oslo” of Note 5, “Investments,” for further discussion.

For further discussion of our segments’ results, see “Item 7. Management’s Discussion and Analysis of

Financial Condition and Results of Operations—Segment Operating Results.”

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The NASDAQ OMX Group, Inc.

Notes to Consolidated Financial Statements—(Continued)

Geographic Data

The following table presents revenues and property and equipment, net by geographic area for 2010, 2009
and 2008. Revenues are classified based upon the location of the customer. Property and equipment information
is based on the physical location of the assets.

Total
Revenues

Property and
Equipment,
Net

(in millions)

2010:
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
All other countries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 2,564
633

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 3,197

2009:
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
All other countries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 2,744
667

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 3,411

2008:
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
All other countries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 3,093
557

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 3,650

$ 99
65

$ 164

$ 102
62

$ 164

$ 109
74

$ 183

No single customer accounted for 10.0% or more of our revenues in 2010, 2009 and 2008.

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Schedule II—Valuation and Qualifying Accounts
Three Years Ended December 31, 2010
(in millions)

Reserve for Bad Debts
2008
2009
2010

Balance at beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additions:

Charges to income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recoveries of amounts previously written-off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisitions(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —

5
1

1
2

—

$ 3

4
1
3

Deductions:

Charges for which reserves were provided . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(6)

(9)

(2)

Balance at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 9

(1) Relates to the business combination with OMX AB and the acquisition of PHLX in 2008.

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Non-GAAP Information

In addition to disclosing results determined in accordance with GAAP, NASDAQ OMX also discloses certain non-GAAP and pro forma non-GAAP results of
operations that make certain adjustments or exclude certain charges and gains that are described in the reconciliation table of GAAP to non-GAAP and
pro forma non-GAAP information provided below. Management believes that this non-GAAP and pro forma non-GAAP information provides investors with
additional information to assess NASDAQ OMX’s operating performance by making certain adjustments or excluding costs or gains and assists investors
in comparing our operating performance to prior periods. Management uses this non-GAAP and pro forma non-GAAP information, along with GAAP
information, in evaluating its historical operating performance.

The non-GAAP information is not prepared in accordance with GAAP and may not be comparable to non-GAAP information used by other companies. The
non-GAAP and pro forma non-GAAP information should not be viewed as a substitute for, or superior to, other data prepared in accordance with GAAP.

The following table represents reconciliations between GAAP net income for diluted earnings per share and diluted earnings per share and pro forma
non-GAAP net income for diluted earnings per share and pro forma non-GAAP diluted earnings per share:

(in millions, except per share amounts)

Three Months Ended
December 31, 2010 (unaudited)

Three Months Ended
March 31, 2007 (unaudited)

Net Income for
Diluted Earnings
Per Share

Diluted
Earnings
Per Share

Net Income for
Diluted Earnings
Per Share

Diluted
Earnings
Per Share

GAAP net income for diluted earnings per share

$137

$0.69

pro forma adjustments to GAAp net income for
diluted earnings per share (1)

Adjustment to pro forma GAAp diluted
earnings per share (2)

Pro forma GAAP net income for diluted
earnings per share

Non-GAAP adjustments:

Asset retirements
sublease reserves
Workforce reductions
Clearing contract
pension plan and serp freeze
Merger and strategic initiatives
other

Total non-GAAP adjustments

Adjustment to the income tax provision to
reflect non-GAAp adjustments (3)

non-recurring tax items, net

Total non-GAAP adjustments, net of tax

Pro forma non-GAAP net income for diluted
earnings per share

Denominator for GAAP diluted earnings per share

Adjustment to include 60,561,515 shares of common stock issued
to Borse Dubai and a trust for Borse Dubai’s economic benefit

Denominator for pro forma non-GAAP diluted earnings per share

137

2
1
2
-
-
3
1

(3)

(33)

(27)

$110

0.69

0.01
0.01
0.01
-
-
0.02
-

0.05

(0.02)

(0.17)

(0.14)

$0.55

199.7

$21

-
-
1
11
(6)
-
-

(3)

$70

$0.14

0.22

(0.04)

0.32

-
-
-
0.05
(0.03)
-
-

0.02

(0.01)

0.01

$0.33

151.8

60.6

212.4

(1) For the three months ended March 31, 2007, the pro forma adjustments relate to the business combination of The Nasdaq Stock Market, Inc. with OMX AB and the
acquisition of a 33 1/3 % interest in the Dubai International Financial Exchange as well as the PHLX acquisition as if they had been completed on January 1, 2007.

(2) The adjustment to pro forma GAAP diluted earnings per share for the three months ended March 31, 2007 is calculated based on the difference between GAAP EPS
of $0.14 less the pro forma adjusted calculation of $0.10 ($21 million net income / 212.4 denominator for pro forma diluted earnings per share), which takes into
account the issuance of common shares to Borse Dubai and a trust for Borse Dubai’s economic benefit .

(3) We determine the tax effect of each item based on the tax rules in the respective jurisdiction where the transaction occurred.

Cautionary note regarding forward-looking statements

The matters described herein may contain forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. The NASDAQ OMX Group, Inc. (“NASDAQ OMX”) cautions that these statements are not guarantees of future performance.
Actual results may differ materially from those expressed or implied in the forward-looking statements. Such forward-looking statements include, but are
not limited to, projections about our future financial results and statements about our strategic initiatives and other statements that are not historical
facts. Forward-looking statements involve a number of risks, uncertainties or other factors beyond NASDAQ OMX control. These factors include, but are not
limited to, NASDAQ OMX’s ability to implement its strategic initiatives, economic, political and market conditions and fluctuations, government and industry
regulation, interest rate risk, U.S. and global competition, and other factors detailed in NASDAQ OMX’s Annual Report on Form 10-K, and other periodic
reports filed with the U.S. Securities and Exchange Commission. We undertake no obligation to release any revisions to any forward-looking statements.