NASDAQ OMX Group (NDAQ)

Acquisition of the Philadelphia Stock Exchange

On July 24, 2008, we completed our previously announced acquisition of PHLX. We acquired all outstanding shares of PHLX common stock for an aggregate cash purchase price of approximately $695.7 million. As provided in the related merger agreement, the purchase price consisted of $652.0 million plus an adjustment of approximately $43.7 million for PHLX’s estimated working capital surplus as of the date of the closing. This amount is subject to further adjustments following a full financial review, and we deposited $15.0 million of the approximately $43.7 million surplus amount into an escrow account until the final working capital adjustment is calculated.

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To finance the acquisition of PHLX, on July 24, 2008, we borrowed $650.0 million from a delayed draw term loan facility under our existing Credit Agreement. We financed the remainder of the $695.7 million purchase price with cash on hand.

The acquisition of PHLX, the third largest options market in the U.S., will significantly diversify our product portfolio by providing us with a premier options trading platform in the U.S.

The acquisition of the Philadelphia Stock Exchange

On November 7, 2007, we announced the acquisition of PHLX for $652.0 million in cash. PHLX is the third largest options market in the U.S. Its equity options market share has grown from 10.7% in December 2004 to 15.4% in September 2007. For the 12 months ended September 30, 2007, PHLX generated total revenues of $122.7 million. The acquisition of PHLX provides us with immediate exposure to a fast growing asset class and diversification into an area adjacent to our core equity business. It is also complementary to our new options trading platform, the NASDAQ Options Market, that we expect to launch in the first half of 2008. We expect the acquisition of PHLX to close in the first half of 2008, following the completion of the OMX acquisition.