NASDAQ OMX Group (NDAQ)

Investing and Financing Activities

Cash used in investing activities was $953.4 million, $201.3 million and $0.2 million in 2005, 2004 and 2003, respectively. The increase in cash used in investing activities in 2005 as compared with 2004 was primarily due to the acquisitions of INET and Carpenter Moore completed during 2005. We paid $934.5 million and direct acquisition costs for of $34.3 million for INET and paid $27.5 million for Carpenter Moore. In 2004, we acquired Brut for $190.0 million, plus post-closing adjustments. See Note 3, “Business Combinations,” to the consolidated financial statements for further discussion. During 2005, we purchased $591.6 million of available-for-sale investments and $32.0 million of held-to-maturity investments. Capital expenditures and proceeds from sales of property and equipment were $25.4 million and $18.0 million, respectively, in 2005. Investing activities also included proceeds of $585.4 million and $62.7 million from the redemption and maturities of available-for-sale investments and held-to-maturity investments, respectively, in 2005. The increase in cash used in investing activities in 2004 as compared to 2003 was primarily due to the acquisition of Brut. During 2004, Nasdaq purchased $235.2 million of available-for-sale investments and $29.1 million of held-to-maturity investments. Capital expenditures and proceeds from sales of property and equipment were $26.0 million and $11.3 million, respectively, in 2004. Investing activities in 2004 also included proceeds of $240.9 million from the redemption of available-for-sale investments and $26.8 million from the maturities of held-to-maturity investments. During 2003, we purchased $179.2 million of available-for-sale investments and $18.5 million of held-to-maturity investments. Capital expenditures for property and equipment were $31.6 million in 2003. Investing activities in 2003 also included proceeds of $212.7 million from the redemption of available-for-sale investments and $18.6 million from the maturities of held-to-maturity investments. In 2003, we contributed $2.5 million to Nasdaq LIFFE joint venture.

Cash provided by (used in) financing activities was $939.5 million, $(6.5) million and $(157.6) million in 2005, 2004 and 2003, respectively. The increase in 2005, as compared with 2004 was primarily due to the issuances of the $750.0 million senior term debt issued in December 2005 and the $205.0 million convertible notes in April 2005 partially offset by the partial redemption of Nasdaq’s Series C Cumulative Preferred Stock and the redemption of the $25.0 million senior notes. See Note 7, “Debt Obligations,” Note 11, “Related Party Transactions,” and Note 12, “Capital Stock,” to the consolidated financial statements for further discussion. Also in 2005, Nasdaq received proceeds from the issuances of common stock, primarily from employee stock option exercises. The decrease in 2004 as compared with 2003 was primarily due to the redemption of Nasdaq’s $150.0 million senior notes on September 30, 2003. In conjunction with its strategic review, Nasdaq reassessed its capital needs and determined that it no longer needed the liquidity of these senior notes. See Elimination of Non-Core Product Lines, Initiatives and Severance section above for further discussion. Financing activities in

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2005, 2004 and 2003 also consisted of payments of preferred stock dividends to NASD of $3.2 million, $8.4 million and $8.3 million, respectively. At December 31, 2005, none of Nasdaq’s 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 $240.0 million convertible notes and $205.0 million convertible notes and associated warrants. See Note 7, “Debt Obligations,” to the consolidated financial statements for further discussion.

Investing and Financing Activities

Cash used in investing activities was $59.8 million for the three months ended March 31, 2005 compared with $66.1 million for the three months ended March 31, 2004, a decrease of $6.3 million, or 9.5%. During the three months ended March 31, 2005, Nasdaq purchased $77.3 million of available-for-sale securities. Capital expenditures for property and equipment were $5.2 million. Investing activities also included proceeds of $14.6 million and $5.0 million from the redemption of available-for-sale and maturities of held-to-maturity investments, respectively. During the three months ended March 31, 2004, Nasdaq purchased $113.4 million of available-for-sale investments and $18.0 million of held-to-maturity investments. Capital expenditures for property and equipment were $5.9 million. Investing activities also included proceeds of $55.2 million and $15.7 million from the redemption of available-for-sale and maturities of held-to-maturity investments, respectively.

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Cash used in financing activities was $0.6 million for the three months ended March 31, 2005 compared with $3.1 million for the three months ended March 31, 2004, a decrease of $2.5 million, or 80.6%. The decrease in the three months ended March 31, 2005, as compared to the same period of 2004 was primarily due to reduced preferred stock dividends due to the exchange of Nasdaq’s Series A Cumulative Preferred Stock for Series C Cumulative Preferred Stock. See “Preferred Stock,” of Note 2, “Significant Transactions” to the condensed consolidated financial statements for further discussion. As of March 31, 2005, none of Nasdaq’s lenders are affiliated with Nasdaq, except to the extent, if any, that Hellman & Friedman would be deemed an affiliate of Nasdaq due to its ownership of the Subordinated Notes.

Investing and Financing Activities

Cash used in investing activities was $59.8 million for the three months ended March 31, 2005 compared with $66.1 million for the three months ended March 31, 2004, a decrease of $6.3 million, or 9.5%. During the three months ended March 31, 2005, Nasdaq purchased $77.3 million of available-for-sale securities. Capital expenditures for property and equipment were $5.2 million. Investing activities also included proceeds of $14.6 million and $5.0 million from the redemption of available-for-sale and maturities of held-to-maturity investments, respectively. During the three months ended March 31, 2004, Nasdaq purchased $113.4 million of available-for-sale investments and $18.0 million of held-to-maturity investments. Capital expenditures for property and equipment were $5.9 million. Investing activities also included proceeds of $55.2 million and $15.7 million from the redemption of available-for-sale and maturities of held-to-maturity investments, respectively.

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Cash used in financing activities was $0.6 million for the three months ended March 31, 2005 compared with $3.1 million for the three months ended March 31, 2004, a decrease of $2.5 million, or 80.6%. The decrease in the three months ended March 31, 2005, as compared to the same period of 2004 was primarily due to reduced preferred stock dividends due to the exchange of Nasdaq’s Series A Cumulative Preferred Stock for Series C Cumulative Preferred Stock. See “Preferred Stock,” of Note 2, “Significant Transactions” to the condensed consolidated financial statements for further discussion. As of March 31, 2005, none of Nasdaq’s lenders are affiliated with Nasdaq, except to the extent, if any, that Hellman & Friedman would be deemed an affiliate of Nasdaq due to its ownership of the Subordinated Notes.

Investing and Financing Activities

Cash used in investing activities was $201.3 million, $0.2 million and $86.5 million for the years ended December 31, 2004, 2003 and 2002, respectively. The increase in cash used in investing activities for the year ended December 31, 2004 as compared to 2003 was primarily due to the acquisition of Brut completed on September 7, 2004 for a total cash consideration of $190.0 million, subject to certain post-closing adjustments. See “Acquisition of Brut” of Note 3, “Significant Transactions” and Note 4, “Acquisition of Brut” to the consolidated financial statements for further discussion. During the year ended December 31, 2004, Nasdaq purchased $235.2 million of available-for-sale securities. Capital expenditures for property and equipment were $26.0 million. Investing activities also included proceeds of $240.9 million from the redemption of available-for-sale investments. Cash used in investing activities decreased in 2003 as compared to 2002 due to lower capital expenditures related to SuperMontage and general capacity decreases. During the year ended December 31, 2003, Nasdaq purchased $179.2 million of available-for-sale investments. Capital expenditures for property and equipment were $31.6 million. Investing activities also included proceeds of $212.7 million from the redemption of available-for-sale investments.

Cash used in financing activities was $6.5 million, $157.6 million and $147.8 million for the years ended December 31, 2004, 2003 and 2002, respectively. The decrease in 2004 as compared to 2003 was primarily due to the redemption of Nasdaq’s $150.0 million senior notes on September 30, 2003. In conjunction with its strategic review, Nasdaq reassessed its capital needs and determined that it no longer needed the liquidity of the senior notes. See “Long-term Debt” of Note 3, “Significant Transactions” to the consolidated financial statements for further discussion. Financing activities during the year ended December 31, 2004 and 2003 also consisted of payments of preferred stock dividends to NASD of $8.4 million and $8.3 million, respectively. None of Nasdaq’s lenders are affiliated with Nasdaq, except to the extent if any that Hellman & Friedman would be deemed an affiliate of Nasdaq due to is ownership of the Subordinated Notes.