NASDAQ OMX Group (NDAQ)

Capital Resources and Working Capital

Working capital (calculated as current assets less current liabilities) was $342 million at March 31, 2009, compared with $351 million at December 31, 2008, a decrease of $9 million. We have historically been able to generate sufficient funds from operations to meet working capital requirements. At March 31, 2009, we had contractual debt obligations of $2,521 million, of which $225 million is due within one year. See below for further discussion.

At March 31, 2009, none of our lenders were affiliated with NASDAQ OMX, except to the extent, if any, that SLP would be deemed an affiliate of NASDAQ OMX due to its ownership of $119 million aggregate principal amount of the 3.75% convertible notes and shares of our common stock and representation on our board of directors.

Capital Resources and Working Capital

Working capital (calculated as current assets less current liabilities) was $372.0 million at December 31, 2008, compared with $1,270.8 million at December 31, 2007, a decrease of $898.8 million, or 70.7%, primarily due to cash used for the business combination with OMX AB, as well as the acquisitions of PHLX and BSX, the Nord Pool transaction, our purchase of a majority stake in IDCG and other acquisitions. We have historically been able to generate sufficient funds from operations to meet working capital requirements. At December 31, 2008, we had debt obligations of $2,518.8 million (excluding interest payments), of which $225.0 million is due within one year. In the first quarter of 2008, in connection with our business combination with OMX AB, we issued $475.0 million aggregate principal amount of convertible senior notes and incurred $1,050.0 million in senior secured indebtedness under our Credit Facilities. In the third quarter of 2008, in connection with our acquisition of PHLX, we drew down an additional $650.0 million and in connection with the Nord Pool transaction, we drew down an additional $300.0 million. See “Credit Facilities” below for further discussion.

At December 31, 2008, none of our lenders were affiliated with NASDAQ OMX, except to the extent, if any, that SLP would be deemed an affiliate of NASDAQ OMX due to its ownership of $118.6 million aggregate principal amount of the 3.75% convertible notes and shares of our common stock and representation on our board of directors.

Capital Resources and Working Capital

Capital Resources and Working Capital

Working capital (calculated as current assets less current liabilities) was $559.8 million at September 30, 2008, compared with $1,270.8 million at December 31, 2007, a decrease of $711.0 million or 55.9%, primarily due to the business combination with OMX. We have historically been able to generate sufficient funds from operations to meet working capital requirements. At September 30, 2008, we had debt obligations of $2,556.2 million, of which $206.3 million is due within one year. In the first quarter of 2008, in connection with our business combination with OMX, we issued $475.0 million aggregate principal amount of convertible senior notes and incurred $1,050.0 million in senior secured indebtedness under our new Credit Facilities. In the third quarter of 2008, in connection with our acquisition of PHLX, we incurred an additional $650.0 million and under the provisions of our Credit Facilities

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and we were required to draw down an additional $300.0 million in senior secured indebtedness under our new Credit Facilities in connection with our acquisition of Nord Pool’s clearing, international derivatives and consulting subsidiaries. See “Credit Facilities” below for further discussion.

At September 30, 2008, none of our lenders were affiliated with NASDAQ OMX, except to the extent, if any, that SLP would be deemed an affiliate of NASDAQ OMX due to its ownership of $118.6 million aggregate principal amount of the 3.75% convertible notes and associated warrants and representation on our board of directors.

Capital Resources and Working Capital

Working capital (calculated as current assets less current liabilities) was $567.8 million at June 30, 2008, compared with $1,270.8 million at December 31, 2007, a decrease of $ 703.0 million or 55.3%, primarily due to the cash paid for the business combination with OMX.

We have historically been able to generate sufficient funds from operations to meet working capital requirements. At June 30, 2008, we had debt obligations of $1,643.6 million, of which $98.4 million is due within one year. In the first quarter of 2008, in connection with our business combination with OMX, we issued $475.0 million aggregate principal amount of convertible senior notes and incurred $1,050.0 million in senior secured indebtedness under our new credit facilities. In the third quarter of 2008, in connection with our acquisition of PHLX, we incurred an additional $650.0 million in senior secured indebtedness under our new credit facilities See “Credit Facilities” below for further discussion.

At June 30, 2008, none of our lenders were affiliated with NASDAQ OMX, except to the extent, if any, that SLP would be deemed an affiliate of NASDAQ OMX due to its ownership of $118.6 million aggregate principal amount of the 3.75% convertible notes and associated warrants and representation on our board of directors.

Capital Resources and Working Capital

Working capital (calculated as current assets less current liabilities) was $0.5 billion at March 31, 2008, compared with $1.3 billion at December 31, 2007, a decrease of $0.8 billion or 61.5%, primarily due to the business combination with OMX.

We have historically been able to generate sufficient funds from operations to meet working capital requirements. At March 31, 2008, we had debt obligations of $1,643.5 million, of which $68.9 million is due within one year. In the first quarter 2008, in connection with our business combination with OMX, we issued $475.0 million aggregate principal amount of convertible senior notes and incurred $1,050.0 million in senior secured indebtedness under our new credit facilities. See “Credit Facilities” below for further discussion.

At March 31, 2008, none of our lenders were affiliated with NASDAQ OMX, except to the extent, if any, that SLP would be deemed an affiliate of NASDAQ OMX due to its ownership of $118.6 million aggregate principal amount of the 3.75% convertible notes and associated warrants and representation on our board of directors.

Capital Resources and Working Capital

Working capital (calculated as current assets less current liabilities) was $1.3 billion at December 31, 2007, compared with $1.9 billion at December 31, 2006, a decrease of $0.6 billion or 31.6%, primarily due to the repayment of debt obligations from the proceeds of the sale of the share capital of the LSE.

We have historically been able to generate sufficient funds from operations to meet working capital requirements. At December 31, 2007, we did not have any lines of credit. Prior to our repayment on September 28, 2007 of the credit facilities, we had an un-drawn $75.0 million revolving credit facility. See “Credit Facilities,” of Note 9, “Debt Obligations,” to the consolidated financial statements for further discussion.

In connection with our proposed combination with OMX, we plan to issue $425 million aggregate principal amount of convertible senior notes (and up to an additional $50 million aggregate principal amount based on potential exercise by the initial purchasers of an overallotment option) and to incur up to $2.075 billion in senior secured indebtedness under new credit facilities. See Note 9, “Debt Obligations,” to the consolidated financial statements.

At December 31, 2007, none of our lenders were affiliated with Nasdaq, except to the extent, if any, that SLP would be deemed an affiliate of Nasdaq due to its ownership of the $118.6 million aggregate principal amount of the 3.75% convertible notes and associated warrants and representation on our board of directors.

Capital Resources and Working Capital

Working capital (calculated as current assets less current liabilities) was $1.2 billion at September 30, 2007, compared with $1.9 billion at December 31, 2006, a decrease of $0.7 billion or 36.8%, primarily due to the repayment of debt obligations from the proceeds of the sale of the share capital of the LSE.

We have historically been able to generate sufficient funds from operations to meet working capital requirements. At September 30, 2007 we did not have any lines of credit. Prior to our repayment on September 28, 2007 of the Credit Facilities, we had an un-drawn $75.0 million revolving credit facility. At September 30, 2007, none of our lenders were affiliated with Nasdaq, except to the extent, if any, that H&F and SLP would be deemed affiliates of Nasdaq due to their ownership of the $240 million convertible notes and $201.4 million of the $205 million convertible notes and associated warrants and common stock and representation on our board of directors.

Capital Resources and Working Capital

Working capital (calculated as current assets less current liabilities) was $2.0 billion at June 30, 2007, compared with $1.9 billion at December 31, 2006, a decrease of $0.1 billion.

We have historically been able to generate sufficient funds from operations to meet working capital requirements. At June 30, 2007, except for the un-drawn $75.0 million revolving credit facility obtained in connection with the Credit Facilities, we did not have any lines of credit.

At June 30, 2007, none of our lenders were affiliated with Nasdaq, except to the extent, if any, that H&F and SLP would be deemed affiliates of Nasdaq due to their ownership of the $240 million convertible notes and $201.4 million of the $205 million convertible notes and associated warrants and representation on our board of directors.

Nasdaq considers our investment in the LSE to be a current asset since the common stock of the LSE is listed on its own exchange and its fair value is readily determinable in accordance with paragraph 3B of SFAS 115. Nasdaq continues to have the ability and option to sell this investment in the ordinary course of business either in whole or in part. The ability to sell this investment represents a liquid portion of our capital which would constitute a margin for meeting obligations within the ordinary operating cycle of the business as stated in the definition of working capital in Chapter 3A of ARB 43. In addition, since the investment can be sold making the cash available for current operations, Nasdaq believes this investment also meets the definition of a current asset as defined in Chapter 3A of ARB 43.

Capital Resources and Working Capital

Working capital (calculated as current assets less current liabilities) was $1.8 billion at March 31, 2007, compared with $1.9 billion at December 31, 2006, a decrease of $0.1 billion.

We have historically been able to generate sufficient funds from operations to meet working capital requirements. At March 31, 2007, except for the un-drawn $75.0 million revolving credit facility obtained in connection with the Credit Facilities, we did not have any lines of credit.

At March 31, 2007, none of our lenders were affiliated with Nasdaq, except to the extent, if any, that H&F and SLP would be deemed affiliates of Nasdaq due to their ownership of the $240 million convertible notes and $201.4 million of the $205 million convertible notes and associated warrants.

Capital Resources and Working Capital

Working capital (calculated as current assets less current liabilities) was $1.9 billion at December 31, 2006, compared with $271.6 million at December 31, 2005, an increase of $1.6 billion. This increase was primarily due to our investment in the LSE and an increase in cash and cash equivalents and available-for-sale investments as discussed above.

We have historically been able to generate sufficient funds from operations to meet working capital requirements. At December 31, 2006, except for the un-drawn $75.0 million revolving credit facility obtained in connection with the Credit Facilities, we did not have any lines of credit. See “May 2006 Credit Facility,” of Note 9, “Debt Obligations,” to the consolidated financial statements for further discussion.

At December 31, 2006, none of our lenders were affiliated with Nasdaq, except to the extent, if any, that H&F and SLP would be deemed affiliates of Nasdaq due to their ownership of the $240 million convertible notes and $201.4 million of the $205 million convertible notes and associated warrants.

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Capital Resources and Working Capital

Working capital (calculated as current assets less current liabilities) was $1.8 billion at September 30, 2006, compared with $271.6 million at December 31, 2005, an increase of $1.5 billion. This increase was primarily due to our investment in the LSE and an increase in cash and cash equivalents and available-for-sale investments as discussed above.

We have historically been able to generate sufficient funds from operations to meet working capital requirements. At September 30, 2006, except for the un-drawn $75.0 million revolving credit facility obtained in connection with the Credit Facilities, we did not have any lines of credit. See “Credit Facilities,” of Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion.

At September 30, 2006, none of our lenders were affiliated with Nasdaq, except to the extent, if any, that H&F and SLP would be deemed affiliates of Nasdaq due to their ownership of the $240 million convertible notes and $201.4 million of the $205 million convertible notes and associated warrants.

Capital Resources and Working Capital

Working capital (calculated as current assets less current liabilities) was $1.6 billion at June 30, 2006, compared with $271.6 million at December 31, 2005, an increase of $1.4 billion. This increase was primarily due to our investment in the LSE and an increase in cash and cash equivalents and available-for-sale investments as discussed above.

We have historically been able to generate sufficient funds from operations to meet working capital requirements. At June 30, 2006, except for the un-drawn $75.0 million revolving credit facility obtained in connection with the Credit Facilities, we did not have any lines of credit. See “Credit Facilities,” of Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion.

At June 30, 2006, none of our lenders were affiliated with Nasdaq, except to the extent, if any, that H&F and SLP would be deemed affiliates of Nasdaq due to their ownership of the $240 million convertible notes and $205 million convertible notes and associated warrants.

Capital Resources and Working Capital

Working capital (calculated as current assets less current liabilities) was $530.4 million at March 31, 2006, compared with $271.6 million at December 31, 2005, an increase of $258.8 million, or 95.3%. This increase was primarily due to an increase in cash and cash equivalents and available-for-sale investments as discussed above.

We have historically been able to generate sufficient funds from operations to meet working capital requirements. As of March 31, 2006, except for the un-drawn $75.0 million five-year revolving line of credit obtained in connection with the financing of the INET acquisition, we did not have any lines of credit. However, effective April 18, 2006, we entered into the April 2006 Credit Facility to finance our initial purchase of the LSE shares. See “Agreement to Acquire Minority Stake in the LSE,” and “April 2006 Credit Facility,” of Note 16, “Subsequent Events,” to the condensed consolidated financial statements for further discussion.

At March 31, 2006, none of our lenders were affiliated with Nasdaq, except to the extent, if any, that H&F and SLP would be deemed affiliates of Nasdaq due to their ownership of the $240 million convertible notes and $205 million convertible notes and associated warrants.

Capital Resources and Working Capital

Working capital (calculated as current assets, reduced for held-to-maturity investments classified as current assets, less current liabilities) was $271.6 million at December 31, 2005 compared with $169.3 million at December 31, 2004, an increase of $102.3 million, or 60.4%. This increase was primarily due to additional receivables acquired in connection with the INET and Carpenter Moore acquisitions, an increase in revenues and an increase in cash and cash equivalents as discussed above.

Nasdaq has been able to generate sufficient funds from operations to meet working capital requirements. Except for the un-drawn $75.0 million five-year revolving line of credit obtained in connection with the financing of the INET acquisition, we do not have any lines of credit. We believe that the liquidity provided by existing cash and cash equivalents, investments and cash generated from operations will provide sufficient capital to meet current and future operating requirements. In conjunction with the issuance of the $750.0 million senior term debt, Nasdaq prepaid in full the $25.0 million senior notes and recorded a loss on the early extinguishment of debt of the $25.0 million senior notes of approximately $1.1 million which is recorded in general and administrative expense in the Consolidated Statements of Income. See Note 7, “Debt Obligations,” to the consolidated financial statements for further discussion. Nasdaq will continue to explore alternative sources of financing that may increase liquidity in the future.

On February 15, 2005, we issued 7,000,000 shares in a public offering of our common stock, and received net proceeds of $268.9 million. We used $104.7 million of these proceeds to redeem our Series C Cumulative Preferred Stock, which is described in more detail below. We plan to use the remaining proceeds for general corporate purposes, including potential acquisitions. See Note 20, “Subsequent Events,” to the consolidated financial statements for further discussion.

Capital Resources and Working Capital

Working capital (calculated as current assets, reduced for held-to-maturity investments classified as current assets, less current liabilities) was $467.5 million at September 30, 2005 compared with $169.3 million at December 31, 2004, an increase of $298.2 million.

Nasdaq has been able to generate sufficient funds from operations to meet working capital requirements. Except for the un-drawn $50.0 million five-year revolving line of credit obtained to finance the Instinet Acquisition, Nasdaq does not have any lines of credit. Nasdaq is currently in discussions with the joint lead arrangers and joint bookrunners about the possibility of increasing the $50.0 million five-year revolving line of credit from $50.0 million to $75.0 million. Nasdaq believes that the liquidity provided by existing cash and cash equivalents, investments and cash generated from operations will provide sufficient capital to meet current and future operating requirements. Nasdaq also believes that the proceeds from the issuance of the $205 million Convertible Notes, the restructuring of the $240 million Convertible Notes and the $750 million Senior Term Debt commitment along with a $50.0 million five-year revolving line of credit, will meet its needs to finance the Acquisition. Upon consummation of the Acquisition, and in conjunction with the issuance of the $750 million Senior Term Debt, Nasdaq is obligated to repay in full the $25 million Senior Notes. Nasdaq expects to record a loss on the early extinguishment of debt of the $25 million Senior Notes of approximately $1.5 million and expects to use the proceeds from the issuance of the $750 million Senior Term Debt to finance the redemption. See “Acquisition,” of Note 4, “Acquisition of Instinet Group,” to the condensed consolidated financial statements for further discussion. Nasdaq will continue to explore alternative sources of financing that may increase liquidity in the future.

Our broker-dealer subsidiary, Brut, is subject to regulatory requirements intended to ensure its respective general financial soundness and liquidity, which requires that Brut comply with certain minimum capital

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requirements. At September 30, 2005, Brut was required to maintain minimum net capital of $0.3 million and had total net capital of approximately $8.3 million or $8.0 million in excess of the minimum amount required.

Capital Resources and Working Capital

Working capital (calculated as current assets, reduced for held-to-maturity investments classified as current assets, less current liabilities) was $413.7 million at June 30, 2005 compared with $169.3 million at December 31, 2004, an increase of $244.4 million.

Nasdaq has been able to generate sufficient funds from operations to meet working capital requirements. Except for the undrawn $50.0 million 5-year revolving line of credit obtained to finance the Instinet Acquisition, Nasdaq does not have any lines of credit. Nasdaq believes that the liquidity provided by existing cash and cash equivalents, investments and cash generated from operations will provide sufficient capital to meet current and future operating requirements. Nasdaq also believes that the proceeds from the issuance of the $205 million Convertible Notes, the restructuring of the $240 million Convertible Notes and the $750 million commitment for 6-year senior term debt along with a $50 million 5-year revolving line of credit, will meet its needs to finance the Acquisition. See “Acquisition,” of Note 4, “Acquisition of Instinet Group,” to the condensed consolidated financial statements for further discussion. Nasdaq will continue to explore alternative sources of financing that may increase liquidity in the future.

Our broker-dealer subsidiary, Brut, is subject to regulatory requirements intended to ensure its respective general financial soundness and liquidity, which requires that Brut comply with certain minimum capital requirements. As of June 30, 2005, Brut was required to maintain minimum net capital of $0.3 million and had total net capital of approximately $10.0 million or $9.7 million in excess of the minimum amount required.

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Capital Resources and Working Capital

Working capital (calculated as current assets, reduced for held-to-maturity investments classified as current assets, less current liabilities) was $189.1 million at March 31, 2005 compared with $169.3 million at December 31, 2004, an increase of $19.8 million, or 11.7%.

Nasdaq has been able to generate sufficient funds from operations to meet working capital requirements. Nasdaq does not currently have any lines of credit. Nasdaq believes that the liquidity provided by existing cash and cash equivalents, investments and cash generated from operations will provide sufficient capital to meet current and future operating requirements. Nasdaq is exploring alternative sources of financing that may increase liquidity in the future. As discussed in Note 12, “Subsequent Events,” to the condensed consolidated financial statements, Nasdaq entered into a definitive agreement to acquire Instinet. To finance this transaction, Nasdaq has obtained financing commitments. See Note 12 for further discussion.

Our broker-dealer subsidiary, Brut, is subject to regulatory requirements intended to ensure its respective general financial soundness and liquidity, which require that they comply with certain minimum capital requirements. As of March 31, 2005, Brut was required to maintain minimum net capital of $0.3 million and had total net capital of approximately $2.5 million or $2.2 million in excess of the minimum amount required.

Capital Resources and Working Capital

Working capital (calculated as current assets, reduced for held-to-maturity investments classified as current assets, less current liabilities) was $189.1 million at March 31, 2005 compared with $169.3 million at December 31, 2004, an increase of $19.8 million, or 11.7%.

Nasdaq has been able to generate sufficient funds from operations to meet working capital requirements. Nasdaq does not currently have any lines of credit. Nasdaq believes that the liquidity provided by existing cash and cash equivalents, investments and cash generated from operations will provide sufficient capital to meet current and future operating requirements. Nasdaq is exploring alternative sources of financing that may increase liquidity in the future. As discussed in Note 12, “Subsequent Events,” to the condensed consolidated financial statements, Nasdaq entered into a definitive agreement to acquire Instinet. To finance this transaction, Nasdaq has obtained financing commitments. See Note 12 for further discussion.

Our broker-dealer subsidiary, Brut, is subject to regulatory requirements intended to ensure its respective general financial soundness and liquidity, which require that they comply with certain minimum capital requirements. As of March 31, 2005, Brut was required to maintain minimum net capital of $0.3 million and had total net capital of approximately $2.5 million or $2.2 million in excess of the minimum amount required.

Capital Resources and Working Capital

Working capital (calculated as current assets, reduced for held-to-maturity investments classified as current assets, less current liabilities) was $169.3 million at December 31, 2004 compared with $268.2 million at December 31, 2003, a decrease of $98.9 million or 36.9%. This decrease was primarily due to Nasdaq’s acquisition of Brut on September 7, 2004 for a total cash consideration of $190.0 million, subject to certain post-closing adjustments. Nasdaq financed the purchase from available cash and investments, reducing current assets.

Nasdaq has been able to generate sufficient funds from operations to meet working capital requirements. Nasdaq does not currently have any lines of credit. Nasdaq believes that the liquidity provided by existing cash and cash equivalents, investments and cash generated from operations will provide sufficient capital to meet current and future operating requirements. Nasdaq is exploring alternative sources of financing that may increase liquidity in the future.

Our broker-dealer subsidiary, Brut, is subject to regulatory requirements intended to ensure their respective general financial soundness and liquidity, which require that they comply with certain minimum capital requirements. As of December 31, 2004, Brut, was required to maintain minimum net capital of $1.7 million and had total net capital of approximately $8.1 million or $6.4 million in excess of the minimum amount required.

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