NASDAQ OMX Group (NDAQ)

Public Offerings

On February 15, 2005, we completed an underwritten offering of 16,586,980 shares of common stock underlying warrants, which had expired unexercised, owned by NASD and an additional 3,246,536 shares of common stock owned by certain selling stockholders who purchased the shares in our private placements in 2000 and 2001.

In the first quarter of 2006, we completed a public offering of 15,979,513 shares of our common stock, of which we sold 8,042,142 shares issued from common stock in treasury and NASD and other selling stockholders sold 7,937,371 shares. Other selling stockholders initially received their shares through the exercise of warrants they purchased in our 2000 and 2001 private placements.

Public Offerings

On February 15, 2005, Nasdaq completed an underwritten offering of 16,586,980 shares of common stock underlying warrants, which had expired unexercised, owned by NASD and an additional 3,246,536 shares of common stock owned by certain selling stockholders who purchased the shares in Nasdaq’s private placements in 2000 and 2001. Nasdaq did not receive any proceeds from this offering. On February 15, 2006, Nasdaq completed another common stock offering of 13,895,229 shares of Nasdaq’s common stock. The offering consisted of 7,000,000 primary shares and 6,895,229 shares of Nasdaq’s common stock offered by NASD and other stockholders who received their shares through the exercise of warrants they purchased in Nasdaq’s 2000 and 2001 private placements. NASD’s ownership decreased to 12.9% as a result of both of the public offering sales. See Note 1, “Organization and Nature of Operations,” Note 12, “Capital Stock,” and Note 20, “Subsequent Events,” for further discussion.

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Table of Contents

The Nasdaq Stock Market, Inc.

Notes to Consolidated Financial Statements—(Continued)