NASDAQ OMX Group (NDAQ)

Net Interest Expense

Net interest expense was $23 million for the third quarter of 2009, compared with $23 million for the third quarter of 2008 and for the second quarter of 2009.

Net Interest Expense

Net interest expense was $23 million for the second quarter of 2009, compared with $24 million for the second quarter of 2008 and $22 million for the first quarter of 2009. The decline in net interest expense when compared to the prior year period is primarily due to declining interest rates. The increase when compared to the first quarter of 2009 is due to lower interest income earned on cash reserves which resulted from lower interest rates during the second quarter of 2009.

Net Interest Expense

Net interest expense was $22 million for the first quarter of 2009, compared with $29 million for the first quarter of 2008 and $28 million for the fourth quarter of 2008. The decline in net interest expense when compared to the prior periods is primarily due to lower interest rates on outstanding debt obligations.

Net Interest Expense

Net interest expense was $52.1 million in 2008 compared with $35.3 million in 2007, an increase of $16.8 million. The increase in 2008 was primarily due to:

Net interest expense was $35.3 million in 2007 compared with $66.5 million in 2006, a decrease of $31.2 million. The decrease in 2007 was primarily due to higher interest income due to higher cash balances and lower interest expense due to a lower average outstanding debt balance and lower interest rates year over year. Our lower outstanding debt balance was due to the repayment in full and termination of our credit facilities from the proceeds of the sale of our share capital of the LSE. In addition, our lower outstanding debt balance was due to Hellman & Friedman, or H&F, converting $300.0 million of its 3.75% convertible notes to equity and SLP and other partners converting a portion of their 3.75% convertible notes to equity in the fourth quarter of 2007.

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Net Interest Expense

Net interest expense was $24.3 million for the fourth quarter of 2008, compared with $29.3 million for the fourth quarter of 2007 and $19.0 million for the third quarter of 2008. The decline in net interest expense when compared to the fourth quarter of 2007 is primarily due to lower interest rates. The increase in net interest expense when compared to the third quarter of 2008 is primarily due to the full quarter impact of borrowing costs associated with the acquisition of Nord Pool ASA’s clearing, international derivatives and consulting subsidiaries.

Net Interest Expense

Net interest expense was $16.5 million for the third quarter of 2008 compared with $13.9 million for the third quarter of 2007, an increase of $2.6 million, and was $28.0 million for the first nine months of 2008 compared with $47.6 million for the first nine months of 2007, a decrease of $19.6 million. The increase in the third quarter of 2008 was primarily due to a higher outstanding debt balance due to the draw down of additional debt in the third quarter of 2008 to fund the PHLX acquisition as well as the acquisition of the clearing, international derivatives and consulting subsidiaries of Nord Pool and higher amortization of debt issuance costs. The decrease in the first nine months of 2008 was primarily due to a lower outstanding debt balance prior to February 27, 2008, when we incurred new debt for the business combination with OMX. The lower debt balance prior to February 27, 2008 was primarily due to the repayment in full of our outstanding debt obligations in September 2007 from the proceeds of the sale of our share capital of the LSE. In addition, $324.9 million of the principal amount of the 3.75% convertible notes that were outstanding in the first nine months of 2007 were converted primarily in the fourth quarter of 2007, which reduced the principal amount outstanding and contributed to the decrease in the first nine months of 2008. Further contributing to the decrease in the first nine months of 2008 was additional interest income on higher cash balances due to the cash proceeds received from the sale of the share capital of the LSE. The decrease in the first nine months of 2008 was partially offset by interest expense associated with the draw down of additional debt in the third quarter of 2008 to fund the PHLX acquisition as well as the acquisition of the clearing, international derivatives and consulting subsidiaries of Nord Pool.

Net Interest Expense

Net interest expense was $19.0 million for the third quarter of 2008, compared with $31.2 million for the third quarter of 2007 and $20.6 million for the second quarter of 2008. The decline in net interest expense is primarily due to lower interest rates.

Net Interest Expense

Net interest expense was $12.9 million for the second quarter of 2008 compared with $15.9 million for the second quarter of 2007, a decrease of $3.0 million and was $11.4 million for the first six months of 2008 compared with $33.7 million for the first six months of 2007, a decrease of $22.3 million. The decrease in the second quarter of 2008 was primarily due to a decrease in interest rates. The decrease in the first six months of 2008 was primarily due to a lower outstanding debt balance prior to February 27, 2008, when we incurred new debt for the business combination with OMX. The lower debt balance prior to February 27, 2008 was primarily due to the repayment in full of our outstanding debt obligations in September 2007 from the proceeds of the sale of our share capital of the LSE. In addition, $324.9 million of the principal amount of the 3.75% convertible notes that were outstanding in the first six months of 2007 were converted primarily in the fourth quarter of 2007, which reduced the principal amount outstanding and contributed to the decrease in the first six months of 2008 and second quarter of 2008. Further contributing to the decrease in the first six months of 2008 was additional interest income on higher cash balances due to the cash proceeds received from the sale of the share capital of the LSE.

Net Interest Expense

Net interest expense was $12.9 million for the second quarter of 2008, compared with $17.6 million for the second quarter of 2007 and $17.8 million for the first quarter of 2008. The decline in net interest expense is primarily due to lower interest rates.

Net Interest Expense

Net interest expense was $35.3 million in 2007 compared with $66.5 million in 2006, a decrease of 46.9%, and was $7.6 million in 2005. The decrease in 2007 was due to higher interest income due to higher cash balances and lower interest expense due to a lower average outstanding debt balance and lower interest rates year over year. In September 2007, we repaid in full and terminated our credit facilities from the proceeds of the sale of our share capital of the LSE. In the fourth quarter of 2007, H&F converted $300.0 million of its 3.75% convertible notes to equity. Also, in the fourth quarter of 2007, SLP and other partners converted a portion of the 3.75% convertible notes.

Net interest expense increased in 2006 compared with 2005 primarily due to additional interest expense on the credit facilities (see Note 9, “Debt Obligations,” to the consolidated financial statements) resulting from the purchase of issued share capital of the LSE. For 2006, the increase was also due to additional interest expense from our $205.0 million convertible notes issued in April 2005 and from our $750.0 million senior term loan facility issued in December 2005 to finance the INET acquisition, partially offset by a lower interest coupon rate on our $240.0 million convertible notes. For 2006, we also recorded higher interest income due to higher cash balances and interest rates, which partially offset the increase in net interest expense.

Net Interest Expense

SIZE="1"> 

Net interest expense was $35.3 million in 2007 compared with $66.5 million in 2006, a decrease of 46.9%, and was $7.6
million in 2005. The decrease in 2007 was due to higher interest income due to higher cash balances and lower interest expense due to a lower average outstanding debt balance and lower interest rates year over year. In September 2007, we repaid in
full and terminated our credit facilities from the proceeds of the sale of our share capital of the LSE. In the fourth quarter of 2007, H&F converted $300.0 million of its 3.75% convertible notes to equity. Also, in the fourth quarter of 2007,
SLP and other partners converted a portion of the 3.75% convertible notes.

FACE="Times New Roman" SIZE="2">Net interest expense increased in 2006 compared with 2005 primarily due to additional interest expense on the credit facilities (see Note 9, “Debt Obligations,” to the consolidated financial statements)
resulting from the purchase of issued share capital of the LSE. For 2006, the increase was also due to additional interest expense from our $205.0 million convertible notes issued in April 2005 and from our $750.0 million senior term loan facility
issued in December 2005 to finance the INET acquisition, partially offset by a lower interest coupon rate on our $240.0 million convertible notes. For 2006, we also recorded higher interest income due to higher cash balances and interest rates,
which partially offset the increase in net interest expense.

Net interest expense

Net interest expense was $35.3 million in 2007 compared with $66.5 million in 2006, a decrease of 46.9%. The decrease in 2007 was due to higher interest income due to higher cash balances and lower interest expense due to a lower average outstanding debt balance and lower interest rates year over year. In September 2007, we repaid in full and terminated our credit facilities from the proceeds of the sale of our share capital of the LSE. In the fourth quarter of 2007, H&F converted $300.0 million of its 3.75% convertible notes to equity. Also, in the fourth quarter of 2007, SLP and other partners converted a portion of the 3.75% convertible notes.

Net Interest Expense

Net interest expense was $13.9 million for the third quarter of 2007 as compared with $18.1 million for the third quarter of 2006, a decrease of 23.2%, and $47.6 million for the first nine months of 2007 compared with $48.2 million for the first nine months of 2006, a decrease of 1.2%. The decrease in the third quarter of 2007 was primarily due to higher cash balances and higher interest rates and lower interest expense on debt due to a lower outstanding balance for the quarter. The decrease for the first nine months of 2007 was also due to higher interest income due to higher cash balances and higher interest rates. However, for this period there was additional interest expense on debt resulting from the purchase of LSE shares, which was outstanding for the majority of the first nine months in 2007.

Net Interest Expense

Net interest expense was $15.9 million for the second quarter of 2007 as compared with $18.1 million for the second quarter of 2006, a decrease of 12.2%, and $33.7 million for the first six months of 2007 compared with $30.1 million for the first six months of 2006, an increase of 12.0%. The decrease in the second quarter of 2007 was primarily due to higher cash balances and higher interest rates and lower interest expense on debt due to a lower outstanding balance for the quarter. The increase for the first six months of 2007 was primarily due to additional interest expense on debt resulting from the purchase of LSE shares, which was outstanding for the full six months in 2007. The net increase in expense for the first six months of 2007 was partially offset also by higher interest income due to higher cash balances and higher interest rates.

Net Interest Expense

Net interest expense was $18.0 million in the first quarter of 2007 compared with $11.9 million in the first quarter of 2006. The increase was primarily due to additional interest expense on debt resulting from the purchase of LSE shares. The net increase in expense was partially offset by higher interest income due to higher cash balances and higher interest rates.

Net Interest Expense

Net interest expense was $66.5 million in 2006 compared with $7.6 million in 2005 and $5.6 million in 2004, an increase of 35.7% in 2005 compared with 2004. The increase in 2006 was primarily due to additional interest expense on the April 2006 Credit Facility and the Credit Facilities (see Note 9, “Debt Obligations,” to the consolidated financial statements) resulting from the purchase of issued share capital of the LSE. For 2006, the increase was also due to additional interest expense from our $205 million convertible notes issued in April 2005 and from our $750 million senior term loan facility issued in December 2005 to finance the INET acquisition, partially offset by a lower interest coupon rate on our $240 million convertible notes. For 2006, we recorded higher interest income due to higher cash balances and interest rates, which partially offset the increase in net interest expense.

The increase in 2005 was primarily due to additional interest expense from our $205.0 million convertible notes issued in April 2005 and from our $750.0 million senior term loan facility issued in December 2005, in connection with the financing of the INET acquisition. We recorded interest expense on the $750.0 million senior term loan facility since the date of the INET acquisition, December 8, 2005, through December 31, 2005. The increase was partially offset by interest income earned on the proceeds from the issuance of the $205.0 million convertible notes, which was held in a restricted cash account from April 22, 2005 through December 8, 2005, and a lower interest coupon rate on the $240.0 million convertible notes. See Note 3, “Business Combinations,” and Note 9, “Debt Obligations,” to the consolidated financial statements for further discussion.

Net Interest Expense

Net interest expense was $18.1 million for the third quarter of 2006 as compared with $0.7 million for the third quarter of 2005 and $48.2 million for the first nine months of 2006 as compared with $3.7 million for the first nine months of 2005. These increases were primarily due to additional interest expense on the April 2006 Credit Facility and the Credit Facilities resulting from the purchase of issued share capital of the LSE. For the first nine months of 2006, the increase was also due to additional interest expense from our $205 million convertible notes issued in April 2005 and from our $750 million senior term debt issued in December 2005 to finance the INET acquisition, partially offset by a lower interest coupon rate on our $240 million convertible notes. Also for both the third quarter and first nine months of 2006, we recorded higher interest income due to higher cash balances and interest rates, partially offsetting the increases in net interest expense.

Net Interest Expense

Net interest expense was $18.1 million for the second quarter of 2006 as compared with $1.5 million for the second quarter of 2005 and $30.1 million for the first six months of 2006 as compared with $3.0 million for the first six months of 2005. These increases were primarily due to additional interest expense on the April 2006

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Credit Facility and the Credit Facilities resulting from the purchase of issued share capital of the LSE. For the first six months of 2006, the increase was also due to additional interest expense from our $205 million convertible notes issued in April 2005 and from our $750 million senior term debt issued in December 2005 to finance the INET acquisition, partially offset by a lower interest coupon rate on our $240 million convertible notes.

Net Interest Expense

Net interest expense was $11.9 million for the three months ended March 31, 2006 and $1.5 million for the three months ended March 31, 2005. The increase was primarily due to additional interest expense from our $205 million convertible notes issued in April 2005 and from our $750 million senior term debt issued in December 2005 to finance the INET acquisition. The increase was partially offset by a lower interest coupon rate on our $240 million convertible notes.

Net Interest Expense

Net interest expense was $7.6 million, $5.6 million and $9.0 million for the year ended December 31, 2005, 2004 and 2003, respectively, an increase of $2.0 million, or 35.7%, in 2005 compared with 2004 and a decrease

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of $3.4 million, or 37.8%, in 2004 compared with 2003. The increase in 2005 was primarily due to additional interest expense from the $205.0 million convertible notes issued in April 2005 and from the $750.0 million senior term debt issued in December 2005, in connection with the financing of the INET acquisition. We recorded interest expense on the $750.0 million senior term debt since the date of the INET acquisition, December 8, 2005, through December 31, 2005. Interest expense in 2006 on the $750.0 million senior term debt will be significantly higher than the amount recorded in December 2005. The increase was partially offset by interest income earned on the proceeds from the issuance of the $205.0 million convertible notes, which was held in a restricted cash account from April 22, 2005 through December 8, 2005, and a lower interest coupon rate on the $240.0 million convertible notes. The decrease in net interest expense in 2004 was primarily due to a decrease in interest expense as a result of the redemption of outstanding debt in the third quarter of 2003. On September 30, 2003, Nasdaq redeemed the $150.0 million senior notes. Interest expensed and paid under these notes totaled approximately $6.5 million for the year ended December 31, 2003. In addition, interest income also decreased in 2004 due to the acquisition of Brut. Nasdaq used funds from available cash and investments to finance both the redemption of the notes and acquisition of Brut. See Note 3, “Business Combinations,” and Note 7, “Debt Obligations,” to the consolidated financial statements for further discussion.

Net Interest Expense

Net interest expense was $0.7 million and $1.4 million for the three months ended September 30, 2005 and 2004, respectively, a decrease of $0.7 million, or 50.0%, and $3.7 million and $4.0 million for the nine months ended September 30, 2005 and 2004, respectively, a decrease of $0.3 million, or 7.5%. These decreases were primarily due to interest income earned on the proceeds from the issuance of the $205 million Convertible Notes, which is held in a restricted cash account, and a lower interest coupon rate on the $240 million Convertible Notes. Partially offsetting these decreases was additional interest expense from the $205 million Convertible Notes issued in April 2005 in connection with the financing of the Acquisition. See “Acquisition,” of Note 4, “Acquisition of Instinet,” to the condensed consolidated financial statements for further discussion.

Net Interest Expense

Net interest expense was $1.5 million and $1.2 million for the three months ended June 30, 2005 and 2004, respectively, an increase of $0.3 million, or 25.0%, and $3.0 million and $2.6 million for the six months ended June 30, 2005 and 2004, respectively, an increase of $0.4 million, or 15.4%. These increases

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were primarily due to additional interest expense from the $205 million Convertible Notes issued in April 2005 in connection with the financing of the Acquisition. Partially offsetting these increases were interest income earned on the $205 million Convertible Notes, which is held in a restricted cash account, and a lower interest coupon rate on the $240 million Convertible Notes. See “Acquisition,” of Note 4, “Acquisition of Instinet,” to the condensed consolidated financial statements for further discussion.

Net Interest Expense

Net interest expense was $1.5 million for both the three months ended March 31, 2005 and 2004.

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Net Interest Expense

Net interest expense was $1.5 million for both the three months ended March 31, 2005 and 2004.

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Net interest expense

Net interest expense was $5.6 million, $9.0 million and $5.9 million for the years ended December 31, 2004, 2003 and 2002, respectively, a decrease of $3.4 million, or 37.8%, in 2004 compared with 2003 and an increase

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of $3.1 million, or 52.5%, in 2003 compared with 2002. The decrease in net interest expense in 2004 was primarily due to a decrease in interest expense as a result of the redemption of outstanding debt in the third quarter of 2003. On September 30, 2003, Nasdaq redeemed the $150.0 million outstanding principal amount of our 5.83% senior notes due 2007. In addition, interest income also decreased in 2004 due to the acquisition of Brut. As previously noted, Nasdaq used funds from available cash and investments to finance both the redemption and acquisition of Brut. The increase in net interest expense in 2003 was primarily due to lower interest income earned on a reduced cash and investment balance as a result of the redemption of outstanding debt in the third quarter of 2003. See “Acquisition of Brut” and “Long-term Debt,” of Note 3, “Significant Transactions,” to the consolidated financial statements for further discussion.