NASDAQ OMX Group (NDAQ)

Note 1. Description of the PHLX Acquisition and OMX Business Combination

Acquisition of PHLX

On July 24, 2008, NASDAQ OMX completed the acquisition of PHLX, or the PHLX acquisition. NASDAQ OMX’s cost to acquire PHLX of approximately $708.7 million ($652.0 million cash paid plus approximately $56.7 million of direct acquisition costs and working capital adjustments) is subject to certain post-closing adjustments.

Business Combination with OMX

On February 27, 2008, Nasdaq and OMX combined their businesses and Nasdaq was renamed The NASDAQ OMX Group, Inc., or NASDAQ OMX. The business combination was completed pursuant to the terms of an agreement with Borse Dubai Limited, a Dubai company, or Borse Dubai, dated November 15, 2007. Pursuant to that agreement, Borse Dubai conducted an offer to acquire all of the outstanding shares of OMX and subsequently, on February 27, 2008, sold the OMX shares acquired in the offer or otherwise owned by Borse Dubai or its subsidiaries to Nasdaq. Nasdaq acquired 117,227,931 OMX shares, representing 97.0% of the share capital of OMX for SEK 11,678,630,352 ($1,879.4 million) in cash and 60,561,515 shares of Nasdaq common stock ($2,266.8 million) issued to Borse Dubai. Subsequently, Borse Dubai acquired an additional 2,013,350 shares of OMX and, on March 17, 2008, sold those OMX shares to us in exchange for SEK 533,537,750 ($88.4 million) in cash, as a result of which we now own 98.8% of OMX’s outstanding shares. Nasdaq’s cost to acquire OMX of $4,309.4 million, which includes $74.8 million of direct acquisition costs, is recorded in the NASDAQ OMX historical condensed combined balance sheet as of March 31, 2008 and is subject to certain post-closing adjustments. The cash component of the purchase price, including acquisition and acquisition-related costs, was financed through cash on hand, our new credit facilities and the issuance of 2.5% convertible senior notes.

As part of the business combination with OMX, on February 27, 2008, we also acquired 33 ¹/3% of the equity of DIFX in exchange for a contribution of $50 million in cash to DIFX and the entry into certain technology and trademark licensing agreements.

The business combination of Nasdaq and OMX and the acquisition of the equity interest in DIFX are collectively referred to herein as the Transactions.