NASDAQ OMX Group (NDAQ)

Our leverage limits our financial flexibility.

Our indebtedness as of March 31, 2008 was approximately $1.6 billion. In connection with the closing of our combination with OMX, we incurred a significant amount of indebtedness, including the issuance of $475 million aggregate principal amount of 2.50% convertible senior notes due 2013 and the borrowing of $1,050.0 million of senior secured loans under the Credit Facilities. We may also borrow up

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to an additional: (i) $75.0 million under a revolver, (ii) $650.0 million under a delayed draw term loan facility in connection with our acquisition of PHLX and (iii) $300.0 million under a delayed draw term loan facility in connection with our acquisition of certain businesses of Nord Pool.

Our leverage could:

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.

Our leverage limits our financial flexibility.

Our indebtedness as of December 31, 2007 was approximately $118.4 million. In connection with the closing of our upcoming transactions, we expect to incur a significant amount of additional indebtedness, including the issuance of up to $425 million aggregate principal amount of convertible notes (not including any additional notes issued under an overallotment option for up to $50 million in aggregate principal amount) and borrowing up to $2.0 billion under senior secured loans under credit facilities. We may borrow up to an additional $75.0 million under a revolver.

Our leverage could:

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.

Our leverage limits our financial flexibility.