NASDAQ OMX Group (NDAQ)

Summary

This summary highlights selected information appearing elsewhere in this offering memorandum. Since it is a summary, this section does not contain all the information that you should consider before investing in the notes. You should carefully read the entire offering memorandum, including the financial data and related notes and the section entitled “Risk factors,” and the documents and financial data incorporated by reference herein before making an investment decision.

We have entered into an agreement with Borse Dubai Limited (“Borse Dubai”) whereby, following the completion of Borse Dubai’s pending offer (the “Borse Dubai Offer”) to acquire OMX AB (“OMX”), we will acquire all shares of OMX then owned or subsequently acquired by Borse Dubai (the “OMX acquisition”). We have also entered into an agreement with Borse Dubai pursuant to which we will acquire 33.3% of the equity of the Dubai International Financial Exchange (“DIFX”) in exchange for cash and certain technology and trademark licensing agreements (the “DIFX transactions”). In addition, on November 7, 2007, we entered into a definitive agreement to acquire (the “PHLX acquisition”) the Philadelphia Stock Exchange, Inc. (“PHLX”), and on October 1, 2007, we entered into a definitive agreement to acquire (the “BSX acquisition”) the Boston Stock Exchange (“BSX”). After the close of the BSX acquisition, BSX’s current operations will be discontinued and, consequently, there is no financial impact from the BSX acquisition reflected in the pro forma financial data in this offering memorandum. We refer to the OMX acquisition, the DIFX transactions, the PHLX acquisition, the BSX acquisition, the issuance of the notes offered hereby and borrowings under the term loan portion of certain credit facilities which we will enter into in connection with the OMX acquisition and the PHLX acquisition (“Credit Facilities”) collectively as the “Transactions.” Unless otherwise indicated, discussion of the Transactions in this offering memorandum (including for purposes of “Selected unaudited pro forma condensed combined financial data of the combined company”) assumes Nasdaq purchased 100% of the OMX shares in the OMX acquisition and the initial purchasers did not exercise the over-allotment option. Following the OMX acquisition, the resulting company will be called The NASDAQ OMX Group, Inc., and for purposes of this offering memorandum the combined company resulting from the acquisitions of OMX and PHLX is referred to as “The NASDAQ OMX Group” or the “combined company.” Although we currently expect to enter into the Credit Facilities and consummate the other Transactions shortly after the notes are issued, the consummation of the other Transactions is not a condition to completion of this offering.

Unless otherwise noted or the context otherwise requires, the terms “Nasdaq,” “we,” “us” and “our” refer to The Nasdaq Stock Market, Inc., its wholly-owned subsidiaries and other entities in which it has a controlling financial interest for periods prior to the OMX acquisition and to The NASDAQ OMX Group, Inc., its wholly-owned subsidiaries and other entities in which it has a controlling financial interest for periods following the OMX acquisition. The term “The NASDAQ Stock Market” refers to The NASDAQ Stock Market LLC, its wholly-owned subsidiaries and other entities in which it has a controlling financial interest.