NASDAQ OMX Group (NDAQ)

2009 Outlook

We closed several acquisitions and launched strategic initiatives during 2008 which should benefit us during the challenging economic environment anticipated for 2009. In 2008, more share value traded on The NASDAQ Stock Market than on any other single equities exchange in the world. Our platform has stood out as a reliable, flexible, and high capacity system delivering high levels of execution quality and speed under even the extremely demanding market conditions that existed in the second half of 2008. For the first time, we expanded the application of our U.S. INET trading system beyond U.S. cash equities with the launch of The NASDAQ Options Market and NASDAQ OMX Europe in 2008. 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 to both our Transactions Services and Market Data businesses.

Our experience with The NASDAQ Options Market and NASDAQ OMX Europe form the basis for our domestic outlook for 2009. Following our acquisition of BSX and SEC approval, we launched NASDAQ OMX BX in early 2009 to provide an additional quote for market participants who want to use NASDAQ OMX’s high performance systems to post multiple protected quotes under Regulation NMS. We are also replacing the matching technology of NASDAQ OMX PHLX with a system based on INET technology like The NASDAQ Options Market. The use of INET technology enables us to continue to support the NASDAQ OMX PHLX options market structure as a complement to The NASDAQ Options Market but at significantly reduced technology-related cost. The acquisition of PHLX has opened up new content for enhancing our market data offerings and entering the clearing business for interest rate swaps. We also have announced our intention to enter the clearing business for cash equities as a result of our BSX acquisition.

Internationally, the business combination with OMX AB and the launch of NASDAQ OMX Europe open a number of additional opportunities. We are well underway in preparing to replace the matching technology of the exchanges that comprise NASDAQ OMX Nordic and NASDAQ OMX Baltic with the INET technology platform which will provide the benefits of that system to these marketplaces. NASDAQ OMX Europe is continuing to expand and will benefit relative to many of its competitors from the cost savings associated with operating on a common INET technology with our other markets. Furthermore, we expect the extension of our world class technology systems such as INET across our global exchanges to further enhance our competitive position and to open new opportunities for technology sales. We have begun 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 the customer base and by strengthening our direct relationships with those customers.

We believe that the challenging economic conditions ahead will likely have a negative impact on our business drivers and our operations. The relatively low prices of equity and turmoil in the banking industry will likely continue to negatively impact our Issuer Services segment by reducing the anticipated number of IPOs and capital formation more generally. We believe that in this challenging environment our aggressive steps in

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meeting our cost, revenue, and technology synergies will enable us to benefit from the acquisitions and initiatives undertaken in 2008. Our global brand has been enhanced from the business combination of Nasdaq and OMX AB, as well as our investment in NASDAQ Dubai, creating new business and strategic opportunities. We expect that we will continue to realize additional sources of revenue from enhanced product offerings and/or acquisitions which are complementary to our existing businesses.

2009 Outlook

2008 Outlook

We believe that 2007’s successful implementation of our strategy for achieving significant market share gains will provide a number of benefits into 2008. In establishing Nasdaq as the most active U.S. equities market in 2007 our single platform has stood out as a reliable, flexible, and high capacity system delivering high levels of execution quality and speed under even the most demanding market conditions. The standout performance of our technology has led to an improved competitive position for our execution and market data businesses while realizing the anticipated cost savings from successfully integrating three platforms onto a single trading platform.

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Our experience with the successful integration of Brut, INET and our other acquisitions form the basis for our domestic outlook for 2008. Following SEC approval we anticipate launching The Nasdaq Options Market which will bring the Nasdaq market structure to the fast growing asset class of exchange listed options. Our pending acquisition of the Boston Stock Exchange should provide an additional quote for market participants who want to use Nasdaq’s high performance systems to post multiple protected quotes under Regulation NMS. Following the closing of our previously announced acquisition of the Philadelphia Stock Exchange, we expect to continue their options market structure as a complement to The Nasdaq Options Market. In addition to benefiting our transactions business the proposed acquisitions of BSX and PHLX open up new content for enhancing our market data offerings. We believe that our business drivers are likely to continue to have a mixed impact on our operations and the elevated levels of volatility experienced during the first two months of the year will positively affect our Market Services segment through higher trading volumes but negatively impact our Issuer Services segment by reducing the anticipated number of IPOs and capital formation more generally. As in 2007, we expect that we will continue to realize additional sources of revenue from enhanced product offerings and/or acquisitions which are complementary to our existing businesses.

Internationally, the expected combination with OMX and investment in DIFX are anticipated to enhance the globalization of the Nasdaq brand name and further increase our strategic opportunities. As the combined group we expect to be a premier global exchange company and we will leverage the strength of each organization’s data distribution capabilities to broaden the data customer base as well as to create new data products. Furthermore, we expect the combination of Nasdaq, OMX, and PHLX will unite world class technology leadership across all of our product offerings and, over time, will allow us to integrate these technologies into a platform that will enable us to further enhance our competitive position. The combination of OMX, PHLX and BSX with Nasdaq also is expected to provide us with the opportunity for significant revenue and costs synergies.

2008 Outlook

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We believe that 2007’s successful implementation of our strategy for achieving significant market share gains will
provide a number of benefits into 2008. In establishing Nasdaq as the most active U.S. equities market in 2007 our single platform has stood out as a reliable, flexible, and high capacity system delivering high levels of execution quality and speed
under even the most demanding market conditions. The standout performance of our technology has led to an improved competitive position for our execution and market data businesses while realizing the anticipated cost savings from successfully
integrating three platforms onto a single trading platform.

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Our experience with the successful integration of Brut, INET and our other acquisitions form the basis
for our domestic outlook for 2008. Following SEC approval we anticipate launching The Nasdaq Options Market which will bring the Nasdaq market structure to the fast growing asset class of exchange listed options. Our pending acquisition of the
Boston Stock Exchange should provide an additional quote for market participants who want to use Nasdaq’s high performance systems to post multiple protected quotes under Regulation NMS. Following the closing of our previously announced
acquisition of the Philadelphia Stock Exchange, we expect to continue their options market structure as a complement to The Nasdaq Options Market. In addition to benefiting our transactions business the proposed acquisitions of BSX and PHLX open up
new content for enhancing our market data offerings. We believe that our business drivers are likely to continue to have a mixed impact on our operations and the elevated levels of volatility experienced during the first two months of the year will
positively affect our Market Services segment through higher trading volumes but negatively impact our Issuer Services segment by reducing the anticipated number of IPOs and capital formation more generally. As in 2007, we expect that we will
continue to realize additional sources of revenue from enhanced product offerings and/or acquisitions which are complementary to our existing businesses.

2008 outlook

We believe that 2007’s successful implementation of our strategy for achieving significant market share gains will provide a number of benefits into 2008. In establishing our position as trading the most shares of any U.S. equities market in 2007 our single platform has stood out as a reliable, flexible and high capacity system delivering high levels of execution quality and speed under even the most demanding market conditions. The standout performance of our technology has led to an improved competitive position for our execution and market data businesses while realizing the anticipated cost savings from successfully integrating three platforms onto a single trading platform.

Our experience with the successful integration of Brut, INET and our other acquisitions form the basis for our domestic outlook for 2008. Following SEC approval we anticipate launching the NASDAQ Options Market which will bring the Nasdaq market structure to the fast growing asset class of exchange listed options. Our pending acquisition of BSX should provide an additional quote for market participants who want to use Nasdaq’s high performance systems to post multiple protected quotes under Regulation NMS. Following the closing of our previously announced acquisition of PHLX, we expect to continue its options market structure as a complement to the NASDAQ Options Market. In addition to benefiting our transactions business the proposed acquisitions of BSX and PHLX open up new content for enhancing our market data

2007 Outlook

NASDAQ expects the following results for the full-year 2007:

These estimates include the impact of the pre-tax gain of $431.4 million and other non-recurring items noted above.

“NASDAQ is in its strongest financial condition since becoming a public company,” commented NASDAQ’s Chief Financial Officer, David Warren. “We’ve paid down our INET-bank debt in a little under two years and have $1.3 billion in cash on the balance sheet. Looking forward we will continue to focus on revenue growth and free cash flow generation, while maintaining our strict focus on cost control and leveraging our fixed-cost platform. The strength of our core businesses and our strong cash position give us the ability to continue to be opportunistic and invest in areas that will benefit our shareholders and customers.”

2007 Outlook

NASDAQ expects the following results for the full-year 2007:

“Operating margins for the quarter were 49.8%, demonstrating our ability to deliver synergies from acquisitions while simultaneously introducing innovative customer products and services,” commented NASDAQ’s Chief Financial Officer, David Warren. “Our focus on operating efficiency is yielding positive results. This focus will continue to drive value for our shareholders as we introduce new services such as our Options and Portal markets, and strive to complete our planned combination with OMX.”

2007 Outlook

NASDAQ expects the following results for the full-year 2007:

“We’re extremely proud of our first quarter operating results,” commented NASDAQ’s Chief Financial Officer, David Warren. “By migrating trading to a single platform we’ve effectively completed the INET integration and have demonstrated our disciplined approach to integrating acquisitions. I’m pleased to say that all revenue and cost objectives identified at the time of the INET acquisition have been achieved. This success is clearly illustrated in the strong growth in operating income.”

2007 Outlook

We believe the completion of the integration of Nasdaq’s legacy execution system and the Brut and INET execution systems onto a single platform has provided the foundation for improved execution quality and speed, while maintaining the attributes of The Nasdaq Market Center, including market making functionality, attributed quotes, and the Opening, Closing, Halt and IPO Crosses. Furthermore, the single platform will create additional cost savings as legacy trading and support hardware and systems are no longer required. These improvements in The Nasdaq Market Center are the foundations for our plans to continue to increase our market share of U.S. equity trading. Market share gains by The Nasdaq Market Center are expected to raise the value of our proprietary market data products, while the introduction of new data products currently under development and the continuing adoption of our flagship TotalView book feed are also expected to drive our results for the coming year. Beginning in the second quarter of 2007, we anticipate that the remaining elements of Regulation NMS will be implemented. We believe that the full implementation of this regulation will lead to moderate increases in average daily share volume as formerly manual exchanges complete their automation processes. These volume increases should benefit all aspects of our Market Services segment. Also during the coming year for our Issuer Services segment, company listings should continue to benefit as the climate for IPOs and secondary offerings remains positive. Finally, we will look for additional sources of revenue through enhanced product offerings and/or potential acquisitions that complement our business.

2006 Outlook

NASDAQ is raising guidance for the full-year 2006:

2006 total expense projections include approximately $55.0 million to $60.0 million of pre-tax charges associated with NASDAQ’s continuing cost reduction efforts, INET integration and investment in the London Stock Exchange. These charges include:

NASDAQ’s Chief Financial Officer, David Warren, commented: “NASDAQ’s third quarter results highlight our ability to quickly and efficiently integrate acquisitions, allowing them to contribute to improved margins. When coupled with revenue growth derived from our product innovations and our ability to reduce legacy operating expenses, we have created an effective business model designed to drive growth in profitability. We are now in the final steps of our INET integration and, once completed, fully expect to realize all deal synergies. Our continued ability to execute to plan allows us to improve our outlook for the remainder of 2006.”

2006 Outlook

NASDAQ is raising guidance for the full-year 2006:

2006 total expense projections include approximately $60.0 million to $70.0 million of pre-tax charges associated with NASDAQ’s continuing cost reduction efforts and INET integration. Also included are charges realized in the second quarter related to our investment in the London Stock Exchange. These charges include:

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NASDAQ’s Chief Financial Officer, David Warren, commented, “As this quarter’s results clearly demonstrate, our business fundamentals remain strong as we grew revenue while driving down core operating expenses. As a result our operating income has improved when compared to both prior year and the first quarter. Excluding non-recurring charges, NASDAQ’s operating income improved 21% from the first quarter 2006 and 69% when compared to second quarter 2005. The INET integration and our systems migration to a single book remain on schedule and we remain confident of achieving all of our milestones. Our execution to date and our confidence leads us to increase our 2006 outlook for both gross margin and net income.”

2006 Outlook

NASDAQ is raising guidance for the full-year 2006:

Included in 2006 total expense projections are approximately $65.0 million to $75.0 million of pre-tax charges associated with NASDAQ’s continuing efforts to improve efficiencies and reduce operating expenses and to integrate the INET ECN. These charges include:

NASDAQ’s Chief Financial Officer, David Warren, commented: “NASDAQ’s integration of INET is proceeding well, allowing us to move forward as planned with the execution of our core business strategy and our cost reduction plan. Our revised 2006 outlook calls for gross margin and net income growth of approximately 20% and 10%, respectively, from prior year and reflects our confidence in attaining our operating objectives. We are targeting 2006 expenses, excluding charges associated with our debt restructuring, to be in the range of $460.0 million to $470.0 million and remain on track to reduce expenses 20.0% to 25.0% in 2007. We remain focused on continued execution as we finalize exchange status and aggressively pursue our growth strategy.”

2006 Outlook

NASDAQ expects the following results for the full-year 2006:

Included in 2006 total expense projections are approximately $60.0 million to $70.0 million of pre-tax charges associated with NASDAQ’s continuing efforts to improve efficiencies and reduce operating expenses and to integrate the INET ECN. These charges include:

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The impact of these charges is expected to be in the range of $0.28 to $0.32 per diluted share for the year. In future years, NASDAQ expects to fully realize synergies associated with the INET acquisition, with benefits recognized as both gross margin increases and reductions to expenses. Total expenses for the full year 2007 are anticipated to decline 20.0% to 25.0% from 2006 levels, the year immediately following completion of the integration.

These projections reflect the impact of the issuance of primary shares in an offering, announced earlier this month. NASDAQ plans to sell its own shares in this offering to redeem its Series C preferred stock, with any further proceeds to be used for general corporate purposes, including potential acquisitions.

NASDAQ’s Chief Financial Officer, David Warren, commented: “In 2005, NASDAQ executed very well to plan, growing the top-line, reducing our baseline expenses and generating a significant increase in net income. From its inception in 2003, our strategic review and cost reduction road map has removed more than $260.0 million in real estate, overhead, and technology expenses from our cost structure. This record of consistent, focused achievement demonstrates our ability to maintain this momentum throughout the remainder of the roadmap while also accomplishing a successful INET integration, already underway. Our entire organization is energized to accomplish our objectives and to continue NASDAQ’s impressive record of financial, operational, and competitive achievement.”

2005 Outlook

NASDAQ has again revised upward its expectation of results for the full-year 2005:

The impact of these charges is expected to be in the range of $0.11 to $0.13 per diluted share for the year. These expenses do not include the $7.4 million pre-tax charge related to the debt restructuring in the second quarter 2005.

NASDAQ’s Chief Financial Officer, David Warren, commented, “NASDAQ continues to benchmark well against our stated cost reduction plan, leading to another upward revision in our 2005 outlook. These expectations include, as we have previously discussed, lower fourth quarter revenues associated with the retirement of a legacy access services product and seasonally higher marketing spending.”

Mr. Warren concluded, “Looking out to next year, we intend to move forward with our expense reduction plan while simultaneously developing the revenue growth opportunities inherent in NASDAQ’s diverse revenue streams. We plan to provide a more specific 2006 outlook when the acquisition of INET is consummated.”

2005 Outlook

NASDAQ has revised upward its expectation of the following results for the full-year 2005:

The impact of these charges is expected to be in the range of $0.12 to $0.14 per diluted share for the year. These expenses do not include the $7.4 million charge related to the debt restructuring taken this quarter.

NASDAQ’s Chief Financial Officer, David Warren, commented, “NASDAQ’s strong second quarter performance reflects the consistent implementation of our road map initiative to remove costs, streamline processes, and improve productivity. During the quarter we achieved further reductions in ongoing operating expenses, strengthening our operating model, increasing our competitiveness and delivering solid earnings growth. As a result of our positive first half performance we are revising our full-year guidance for 2005.”

2005 Outlook

NASDAQ has revised its expectation of the following results for the full-year 2005:

The impact of these charges is expected to be in the range of $0.17 to $0.19 per basic share for the year.

NASDAQ’s Chief Financial Officer, David Warren, commented: “First quarter results demonstrate the effectiveness of our cost reduction program in improving operating leverage and driving net income. We remain on plan with this effort, and are executing well in all identified areas to remove costs, streamline processes, and improve productivity. We continue to expect that charges associated with our cost reduction program will decrease over the next three years, and remain comfortable with our forward-looking guidance.”

2005 Outlook

As previously reported, NASDAQ continues to expect the following results for 2005:

Included in the 2005 total expense projections are approximately $22 million to $25 million of pre-tax charges associated with NASDAQ’s continuing efforts to improve efficiencies and reduce operating expenses. These charges include:

NASDAQ’s Chief Financial Officer, David Warren, commented: “During the fourth quarter, we achieved our cost-cutting objectives, reducing our total expenses by 19.4% from the fourth quarter 2003. NASDAQ remains committed to its continuing program to remove costs, streamline processes, and improve productivity to increase earnings potential. All actions under this comprehensive expense reduction plan have been identified. We are executing on this plan which is designed to drive increases in profitability, operating leverage and cash flow over the next three years.”