Table of Contents From Our CEO Key Accomplishments 2009 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. Submission of Matters to a Vote of Security Holders 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 and Financial Statement Schedules l i e n c e v i s i o r e s i n f l e x i b i l i t y 2009 ANNUAL REPORT Fortune The NASDAQ OMX Group® was named to Fortune Magazine’s Magazine annual list of the 100 Fastest Growing Companies. The NASDAQ OMX Group was ranked as one of Newsweek’s Greenest Big Companies in America. The NASDAQ OMX Group was named Service Level and Communications Outstanding Data Provider by the Software and Information Industry Association Financial Information Services Division. NASDAQ Market Pathfinders was recognized as the Best New Data Product of the Year by the readership of Inside Market Data Magazine. The NASDAQ OMX Group was voted Project of the Year for our integration efforts at the CIO Awards 2009, arranged by the publication CIO Sweden. FROM OUR CEO During an extraordinary time in the financial markets, The NASDAQ OMX Group® delivered significant accomplishments in technology, operations, products, services, and partnerships in the exchange space that each contributed to the continued expansion of our global business. While it remained difficult to predict the actual performance of the financial markets, our shareholders and our clients benefited from our operational excellence, based on a business model that proved its resilience and depth in challenging times. We were pleased that both Moody’s and S&P upgraded NASDAQ OMX®’s corporate debt ratings, reflecting an investment grade profile from both agencies. These upgrades validated the resiliency of our business model and the expense and capital discipline we have followed throughout the organization. Our balance sheet restructuring provides increased flexibility for capital management, a necessary platform to drive growth. We began 2009 with more new initiatives than ever before, and the acceleration of these efforts will shape much of our business in 2010. Many of our new initiatives focus on technology, the core of our business. Our technological foundation allows NASDAQ OMX to trade any asset class in any market in the world. A cornerstone achievement was the implementation of our next-generation INET® trading platform. INET allows us to provide increased capacity, trading speed and operational efficiencies, including the ability to handle 1 million messages per second and to complete individual transactions in sub-250 microseconds. The NASDAQ Stock Market® remains the largest venue for trading U.S. equities, with an average 21 percent matched market share in 2009. Last year, we launched a second U.S. cash equities market, NASDAQ OMX BXSM, which became the fastest-growing new equities market in the U.S. The year also saw new market share highs in the trading of U.S. equity options contracts, with average combined market share for NASDAQ OMX PHLX® and The NASDAQ Options MarketSM of 21 percent over the year — approximately 18 percent on NASDAQ OMX PHLX and 3 percent on The NASDAQ Options Market. Consistent with our goal to increase liquidity and trading efficiency in Europe, together with the European Multilateral Clearing Facility, we introduced central counterparty clearing (CCP) in our Nordic equity markets to significantly reduce counterparty risk. Also, we successfully moved virtually all the volume in NASDAQ OMX branded derivatives from EDX to our Nordic derivatives trading platform. This helped increase our membership by 60 percent year-on-year, and fourth quarter trading volumes in Nordic derivatives grew by 18 percent from the third quarter, reaching their highest level in the year. These efforts underscore how rapidly global securities markets are changing. As these markets expand and open up to competition, the NASDAQ OMX market technology business is supporting and driving transformative changes in regions around the world. Our business is strong and growing, supporting the operations of over 70 exchanges, clearing organizations, and central securities depositories in more than 50 countries. Throughout 2009, our exchange customers successfully launched new trading systems using NASDAQ OMX technology. Over the year, new relationships were initiated with the Osaka Securities Exchange for derivatives FROM OUR CEO trading and the Kuwait Stock Exchange for trading, surveillance, and market data. We also provided the technology for a new trading system for the Tokyo Commodity Exchange (TOCOM), Japan’s largest commodity futures exchange. We expect continued growth in this important business in 2010. For exchanges, attracting new listings and adding new products are important signs of growth. We were pleased to welcome many new companies in 2009. Last year, 24 companies, representing a global market cap of over $157 billion, switched their listings from NYSE Group exchanges to The NASDAQ Stock Market, including Vodafone, Mattel, RR Donnelley & Sons, DreamWorks Animation, BMC Software, Windstream Communications, and Cypress Semiconductor. We saw a record 33 Chinese companies list with us, more than any other U.S. exchange, bringing the total to 124 Chinese companies now listed on NASDAQ®. The IPO market showed welcome signs of revival, with a total of 34 IPOs on our markets, including Verisk Analytics, the largest U.S. IPO in 2009. The number of licensed financial products based on our global index group’s proprietary indexes increased from 1,000 in 37 countries in 2008 to over 1,800 in 39 countries in 2009. This includes a total of 45 Exchange Traded Funds (ETFs) in 2009, compared to 37 in 2008. We were honored to be recognized as the Service Level and Communications Outstanding Data Provider by the Software and Information Industry Association Financial Information Services Division, a leading industry trade group. Also, Russell Investments selected us to disseminate all its global index data. In the early months of 2010, we have already built upon the momentum of our accomplishments and innovations of last year. In January, NASDAQ OMX and Nord Pool Spot launched a new power market in the United Kingdom, offering investors transparent pricing in the UK power market. In February, we launched INET in seven of our cash equities markets in the Nordics and the Baltics. As a result, INET is now being utilized in all NASDAQ OMX equities markets across the world, an important achievement that is unrivaled in the exchange space. Every day, our markets deliver on the promise of competition. Yet it remains a time of great transition in financial markets and in the regulatory environment and infrastructure supporting the markets. Throughout this transition, in markets around the world, our principles and priorities have been clear: we support more efficient markets, and we will continue to advocate for marketplace efficiency and transparency. This is the right course for our company and for the health of the global financial markets. As a new decade begins, we remain steadfast in our commitment to lever operational excellence and innovative technology to penetrate new markets whether geographic or across asset classes, and to develop new products and services to meet growing investor demand and to bring powerful solutions to our clients. We are confident that our business model will further our growth in an increasingly competitive financial marketplace and will ensure that NASDAQ OMX markets remain the most attractive in the world. Robert Greifeld Chief Executive Officer MARKET SERVICES as well as routing and order handling improvements. NASDAQ OMX PHLX traded a record of approximately NASDAQ OMX offers superior technology and trading 18 percent equity options in 2009, with eight months of efficiency for equities, derivatives and commodities 17 percent market share or better. globally. It provides automatic execution venues We announced our plans for a third U.S. equities trading with the tested capacity and speed to execute trades venue that will operate with a new market structure. quickly and efficiently. Leveraging the SRO license acquired from the acquisition U.S. Transaction Services of the Philadelphia Stock Exchange, NASDAQ OMX PSXSM will offer a price/size model. We will launch this unique We continue to excel technologically and enhance our new equity market in 2010, pending SEC approval. INET platform, resulting in microsecond trading speeds, increased capacity and reliability and the fastest price NASDAQ OMX