NASDAQ OMX Group (NDAQ)

The combined company’s indebtedness following completion of the Transactions will limit financial flexibility.

Our indebtedness as of September 30, 2007 was $443.1 million. After giving effect to the Transactions, the combined company’s pro forma indebtedness as of September 30, 2007 is up to approximately $2.6 billion, including $300.0 million of convertible debt that was converted into common stock after September 30, 2007, and excluding the initial purchasers’ exercise, if any, of their option to purchase up to an additional $50.0 million aggregate principal amount of notes to cover over-allotments and up to $300.0 million of term loans to be borrowed to finance the acquisition of certain Nord Pool assets.

The combined company’s leverage after completion of the Transactions will be higher than Nasdaq’s, PHLX’s and OMX’s combined existing indebtedness. As a result of the increase in debt, demands on the cash resources of the combined company will increase after completion of the Transactions, which could have the effect of reducing funds available to the combined company for its operations and general corporate purposes or for capital expenditures as a result of the dedication of a substantial portion of the combined company’s consolidated cash flow from operations to the payment of principal and interest on the combined company’s indebtedness, which could have important effects on the combined company’s common stock; increasing the combined company’s vulnerability to a downturn in general economic conditions; placing the combined company at a competitive disadvantage compared with its competitors with less debt; and affecting the combined company’s ability to obtain additional financing in the future for refinancing indebtedness, acquisitions, working capital, capital expenditures or other purposes.