NASDAQ OMX Group (NDAQ)

Our high leverage limits our financial flexibility.

We have a significant amount of debt. Our indebtedness as of December 31, 2006 was approximately $1.5 billion and we may borrow up to an additional $75.0 million under our revolver and up to an additional $400 million under our swingline facility, subject to meeting certain conditions. This significant leverage may:

Our significant debt resulted in the downgrading of our credit rating by Moody’s and by Standard & Poor’s in the second quarter of 2006. In addition, on November 28, 2006, as a result of the significant debt we would have incurred in connection with our lapsed offers for the remaining LSE share capital, Standard & Poor’s cut our long-term counterparty credit rating to BB from BB+.

In addition, we must comply with the covenants in our credit facilities. Among other things, these covenants restrict our ability to grant liens, incur additional indebtedness, pay dividends, sell assets, make certain payments, conduct transactions with affiliates and merge or consolidate. Failure to meet any of the covenant terms of our credit facilities could result in an event of default. If an event of default occurs, and we are unable to receive a waiver of default, our lenders may increase our borrowing costs, restrict our ability to obtain additional borrowings, accelerate all amounts outstanding or enforce their interest against all collateral pledged. The Exchange’s convertible notes also contain a covenant restricting our ability to incur debt senior to the convertible notes and as a consequence of the current debt outstanding under our credit facilities, the Exchange’s convertible notes would not permit us to incur additional debt senior to the convertible notes.

Our high leverage limits our financial flexibility.

We have a significant amount of debt. Our indebtedness as of November 30, 2006 was approximately $1.5 billion and we may borrow up to an additional $75.0 million. In addition, we have arranged for $5.1 billion of debt financing to become available in connection with the consummation of the proposed LSE acquisition, a portion of which would be used to repay our existing senior secured indebtedness in full. This significant leverage may:

Our significant debt resulted in the downgrading of our credit rating by Moody’s and by Standard & Poor’s in May 2006. In addition, on November 28, 2006, as a result of the significant debt we will incur in connection with the proposed LSE acquisition, Standard & Poor’s cut our long-term counterparty credit rating to BB from BB+.

In addition, the covenants in our credit facilities, as well as the credit facilities we have entered into in connection with financing the proposed LSE acquisition, restrict our ability to grant liens, incur additional indebtedness, pay dividends, sell assets, make certain payments, conduct transactions with affiliates and merge or consolidate. Our convertible notes also contain a covenant restricting our ability to incur senior debt and as a consequence of the current debt outstanding under our credit facilities, our convertible notes would not permit us to incur additional senior debt.

Our high leverage limits our financial flexibility.

We have a significant amount of debt. This debt includes our April 2006 Credit Facility, under which we had outstanding borrowings of approximately $874.6 million as of May 9, 2006, and may borrow up to approximately an additional $385.1 million (of which approximately $310.1 million is limited in use to purchasing additional LSE shares), and also includes $445.0 million of our convertible notes. We used the net proceeds, before the deduction of offering expenses, of our recent equity offering to reduce the indebtedness under the secured term loan facility of our April 2006 Credit Facility, but continue to have significant debt. Amounts repaid under the term loan of the April 2006 Credit Facility constitute permanent reductions in availability. Our significant leverage may:

Our significant leverage has also resulted in the downgrading of our credit rating by Moody’s to Ba3 from Ba2. In addition, Moody’s lowered its ratings outlook to negative from stable and Standard & Poor’s has put our credit rating on Creditwatch with negative implications.

In addition, our April 2006 Credit Facility covenants restrict our ability to grant liens, incur additional indebtedness, pay dividends, sell assets, make certain payments, conduct transactions with affiliates and merge or consolidate. In addition, our convertible notes contain a covenant restricting our ability to incur senior debt and as a consequence of our current debt outstanding under our April 2006 Credit Facility, our convertible notes would not permit us to incur additional senior debt without consent.

Our high leverage limits our financial flexibility.

We incurred $750.0 million of senior term loan debt, entered into a $75.0 million revolving credit facility, although we had not drawn down any proceeds under the revolving credit facility as of December 31, 2005, and issued $205.0 million of convertible notes to pay for our recent acquisition of INET, bringing our total debt as of December 31, 2005 to $1.192 billion. This significant leverage may:

In addition, our credit facility covenants restrict our ability to grant liens, incur additional indebtedness, pay dividends, sell assets, make certain payments, conduct transactions with affiliates and merge or consolidate, and our convertible notes contain a covenant restricting our ability to incur senior debt.