NASDAQ OMX Group (NDAQ)

Off-Balance Sheet Arrangements

In connection with our registration as a national securities exchange, we completed an internal reorganization in November 2006. As part of the reorganization, The NASDAQ Stock Market, LLC assumed Nasdaq’s obligations under the 3.75% convertible notes due October 22, 2012 and the related indenture. Nasdaq guarantees the obligations of the Exchange under the indenture. In the fourth quarter of 2007, $324.9 million of the $445.0 million convertible notes were converted from debt to equity. The Exchange continues to assume Nasdaq’s obligation under the remaining aggregate principal amount of $120.1 million. See “Obligations under Guarantee,” of Note 19, “Commitments, Contingencies and Guarantee,” and Note 9, “Debt Obligations,” to the consolidated financial statements for further discussion.

Nasdaq did not have any other off-balance sheet arrangements as of December 31, 2007.

Off-Balance Sheet Arrangements

In connection with our registration as a national securities exchange, we completed an internal reorganization in November 2006. As part of the reorganization, The NASDAQ Stock Market, LLC, or the Exchange, assumed Nasdaq’s obligations under the 3.75% convertible notes due October 22, 2012 and the related Indenture. Nasdaq will guarantee the obligations of the Exchange under the indenture. See “Obligations under Guarantee,” of Note 19, “Commitments, Contingencies and Guarantee,” to the consolidated financial statements for further discussion. Nasdaq did not have any other off-balance sheet arrangements as of December 31, 2006.