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, OMX and PHLX;

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

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

unforeseen difficulties in operating acquired businesses in parallel with similar businesses that Nasdaq operated previously, including unforeseen difficulties in operating the PHLX options market in parallel with the NASDAQ Options Market;

unforeseen difficulties in operating businesses Nasdaq has not operated before, such as PHLX’s trading floor and futures and clearing businesses;

unanticipated difficulty of integrating multiple acquired businesses simultaneously;

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

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;

pre-tax restructuring and revenue investment costs;

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 the combined company 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 U.S. 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, OMX and PHLX;

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

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

unforeseen difficulties in operating acquired businesses in parallel with similar businesses we currently operate, including unforeseen difficulties in operating the PHLX options market in parallel with the NASDAQ Options Market, the electronics options exchange that we expect to launch in the first half of 2008;

unforeseen difficulties in operating businesses we have not operated before, such as PHLX’s trading floor and its futures and clearing businesses;

unanticipated difficulty of integrating OMX and PHLX simultaneously;

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

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. GAAP and U.S.

securities laws and regulations required as a result of the combined company’s status as a reporting company under the U.S. Securities Exchange Act of 1934, as amended (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 and PHLX’s operating control standards in order for the combined company to comply with the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) 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 cash restructuring and revenue investment costs for the integration of OMX, which we estimate to be approximately $150.0 million to be incurred in the two years following completion of the acquisition of OMX;

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, including with respect to the regulatory approvals necessary to complete the Transactions.