NASDAQ OMX Group (NDAQ)

unforeseen difficulties, costs or complications in combining the companies’ operations, which could lead to us not achieving the synergies we anticipate;

unanticipated incompatibility of systems and operating methods;

inability to use capital assets efficiently to develop the business of the combined company;

the difficulty of complying with government-imposed regulations in both the United States and Europe, which may be different from each other;

resolving possible inconsistencies in standards, controls, procedures and policies, business cultures and compensation structures between NASDAQ and OMX;

the diversion of management’s attention from ongoing business concerns and other strategic opportunities;

the integration of NASDAQ’s and OMX’s respective businesses, operations and workforces;

the implementation of disclosure controls, internal controls and financial reporting systems at OMX to enable us to comply with U.S. GAAP and U.S. securities laws and regulations, including the Sarbanes Oxley Act of 2002, required as a result of our status as a reporting company under the Exchange Act;

the coordination of geographically separate organizations;

the coordination and consolidation of ongoing and future research and development efforts;

possible tax costs or inefficiencies associated with integrating the operations of the combined company;

the retention and recruitment of management and employees to support existing and new aspects of the combined company’s business and new technology development;

the pre-tax restructuring and revenue investment costs, which are estimated at $150 million, to be incurred in the two years following completion of the combination;

the retention of strategic partners and attracting new strategic partners; and

negative impacts on employee morale and performance as a result of job changes and reassignments.

unforeseen difficulties, costs or complications in combining the companies’ operations, which could lead to us not achieving the synergies we anticipate;

unanticipated incompatibility of systems and operating methods;

inability to use capital assets efficiently to develop the business of the combined company;

the difficulty of complying with government-imposed regulations in both the United States and Europe, which may be different from each other;

resolving possible inconsistencies in standards, controls, procedures and policies, business cultures and compensation structures between Nasdaq and OMX;

the diversion of management’s attention from ongoing business concerns and other strategic opportunities;

the integration of Nasdaq’s and OMX’s respective businesses, operations and workforces;

the retention of key employees and the management of OMX and Nasdaq;

the implementation of disclosure controls, internal controls and financial reporting systems at OMX to enable the combined company to comply with the requirements of, U.S. generally accepted accounting principles, or U.S. GAAP, and U.S. securities laws and regulations required as a result of the combined company’s status as a reporting company under the Exchange Act;

the coordination of geographically separate organizations;

the coordination and consolidation of ongoing and future research and development efforts;

possible tax costs or inefficiencies associated with integrating the operations of the combined company;

possible modification of OMX’s operating control standards in order for the combined company to comply with the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder, which is required as a result of the combined company’s status as a reporting company under the Exchange Act;

the retention and recruitment of employees to support existing and new aspects of the combined company’s business and new technology development;

the pre-tax restructuring and revenue investment costs, which are estimated at $150 million to be incurred in the two years following completion of the acquisition;

the retention of strategic partners and attracting new strategic partners;

negative impacts on employee morale and performance as a result of job changes and reassignments; and

regulatory issues.