NASDAQ OMX Group (NDAQ)

Deferred Tax Benefit

As of June 30, 2007, a non-current deferred tax asset related to the 2005 sale of Instinet’s Institutional Brokerage division, related to acquired operating and capital loss carryforwards, was $89.5 million. Included in the balance as of June 30, 2007 is a deferred tax asset for capital loss carryforwards totaling $61.3 million. The remainder of the deferred tax asset is related to ordinary loss carryforwards. We believe that it is more likely than not that we will not realize a benefit on the deferred asset related to capital loss carryforwards, therefore, we established a valuation allowance of $61.3 million. This valuation allowance affects goodwill and other balance sheet accounts. We and SLP have an agreement to share the deferred tax benefit on the sale of the Institutional Brokerage division. To the extent the $28.2 million net deferred tax benefit is realized, approximately $27.9 million will be paid to SLP. We have recorded a liability for the estimated SLP share of the tax benefits in other liabilities in the Condensed Consolidated Balance Sheets at the present value of the expected payments. If we are able to realize tax benefits related to the capital loss carryforwards noted above, we may be required to pay SLP an additional amount. We expect to pay SLP $27.9 million in 2007.

Deferred Tax Benefit

As of December 31, 2006, we recorded a non-current deferred tax asset of $62.2 million on the 2005 sale of Instinet’s Institutional Brokerage division related to acquired operating and capital loss carryforwards. As of March 31, 2007, the non-current deferred tax asset is $89.5 million. The $27.3 million increase is attributable to additional capital loss carryforwards of $28.3 million offset by a $1.0 million reduction to operating loss carryforwards, based on the finalization of a review of the tax basis of the assets sold. Included in the balance as of March 31, 2007 is a deferred tax asset for capital loss carryforwards totaling $61.3 million. The remainder of the deferred tax asset is related to ordinary loss carryforwards. We believe that it is more likely than not that we will not realize a benefit on the deferred asset related to capital loss carryforwards, therefore, we established a valuation allowance of $61.3 million. This valuation allowance affects goodwill and other balance sheet accounts. We and SLP have an agreement to share the deferred tax benefit on the sale of the Institutional Brokerage division. To the extent the $28.2 million net deferred tax benefit is realized, approximately $27.9 million will be paid to SLP. We have recorded a liability for the estimated SLP share of the tax benefits in other liabilities in the Condensed Consolidated Balance Sheets at the present value of the expected payments. If we are able to realize tax benefits related to the capital loss carryforwards noted above, we may be required to pay SLP an additional amount. We expect to pay SLP $27.9 million in 2007.

Deferred Tax Benefit

We and SLP have an agreement to share the deferred tax benefit on the 2005 sale of Instinet’s Institutional Brokerage division. We expect to pay SLP $27.9 million in 2007. See Note 10, “Income Taxes,” for further discussion.