NASDAQ OMX Group (NDAQ)

Financing Activities

Cash provided by financing activities was $198.8 million for the nine months ended September 30, 2005 compared with cash used in financing activities of $7.3 million for the nine months ended September 30, 2004, an increase of $206.1 million. The increase in the nine months ended September 30, 2005, as compared with the same period of 2004 was primarily due to the issuance of the $205 million Convertible Notes partially offset by the partial redemption of Nasdaq’s Series C Cumulative Preferred Stock. See “Acquisition” and “Stock Repurchase and Waiver Agreement,” of Note 4, “Acquisition of Instinet Group,” to the condensed consolidated financial statements for further discussion. At September 30, 2005, none of Nasdaq’s lenders are 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. See “Long-term Debt,” of Note 4, “Acquisition of Instinet Group,” to the condensed consolidated financial statements for further discussion.

Financing Activities

Cash provided by financing activities was $181.4 million for the six months ended June 30, 2005 compared with cash used in financing activities of $6.3 million for the six months ended June 30, 2004, an increase of $187.7 million. The increase in the six months ended June 30, 2005, as compared with the same period of 2004 was primarily due to the issuance of the $205 million Convertible Notes partially offset by the partial redemption of Nasdaq’s Series C Cumulative Preferred Stock. See “Acquisition” and “Stock Repurchase and Waiver Agreement,” of Note 4, “Acquisition of Instinet Group” to the condensed consolidated financial statements for further discussion. As of June 30, 2005, none of Nasdaq’s lenders are 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.