NASDAQ OMX Group (NDAQ)

We face significant competition in our securities trading business, which could reduce Nasdaq’s, OMX’s and PHLX’s transactions, trade reporting and market information revenues and negatively impact our financial results.

We compete for trading of securities listed on NYSE and AMEX, OMX competes for trading of securities listed on the Nordic Exchange and the Baltic Market and PHLX competes for trading of options listed on the Chicago Board Options Exchange, International Securities Exchange, NYSE, AMEX and the Boston Options Exchange. Any decision by market participants to quote, execute or report their trades in the U.S. through other exchanges, ECNs or the Alternative Display Facility maintained by FINRA could have a negative impact on our share of quotes and trades in securities traded through the NASDAQ Market Center. Any decision by market participants to quote, execute or report their trades in Northern Europe through another regulated market or multilateral trading facility could have a negative impact on OMX’s share of quotes and trades in securities traded through the Nordic Exchange.

Although we trade a large percentage of securities of Nasdaq-listed companies, we face strong competition from other exchanges and emerging players in the market. For non-Nasdaq-listed securities, the other national exchanges collectively offer greater liquidity than we do.

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Accordingly, we face greater obstacles in trying to attract trading volume in non-Nasdaq-listed securities. OMX has had a history of trading a greater percentage of the securities of several of the largest OMX-listed companies than its nearest competitors although it does face trade execution competition from other European and U.S. markets.

The combined company’s responses to competition may not be sufficient to regain lost business or prevent other market participants from shifting some of their quoting and/or trade reporting to other industry participants. We may need to reduce prices to remain competitive.