NASDAQ OMX Group (NDAQ)

The volatility and disruption of the capital and credit markets and adverse changes in the global economy may negatively impact our ability to access financing and to satisfy covenants under our existing indebtedness.

We depend on the availability of adequate capital to maintain and develop our business. Recently, the capital and credit markets have become increasingly volatile, resulting in the reduced availability of liquidity and credit to businesses to fund their operations and activities. Although we believe that we can meet our current capital requirements from internally generated funds, cash on hand and available borrowings under our existing credit facility, if the capital and credit markets continue to experience volatility, access to capital or credit may not be available on terms acceptable to us or at all. Limited access to capital or credit could have an impact on our ability to refinance debt, engage in strategic initiatives or react to changing economic and business conditions. If we are unable to fund our capital or credit requirements, it could have an adverse effect on our business, financial condition and operating results.

Furthermore, if adverse economic conditions persist or worsen, we could experience decreased revenues from our operations which could affect our ability to satisfy financial and other restrictive covenants to which we are subject under our existing indebtedness.

Repurchases made in the fiscal quarter ended September 30, 2008 (in whole number of shares):

The shares repurchased during the third quarter of 2008 were acquired from employees in connection with the settlement of income tax and related benefit withholding obligations arising from vesting in restricted stock grants.

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The exhibits required by this item are listed on the Exhibit Index.

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