1120193--2/25/2008--NASDAQ_STOCK_MARKET

related topics

{regulation, change, law}

{acquisition, growth, future}

{product, market, service}

{stock, price, share}

{financial, litigation, operation}

{interest, director, officer}

{stock, price, operating}

{system, service, information}

{property, intellectual, protect}

{provision, law, control}

{debt, indebtedness, cash}

{competitive, industry, competition}

{personnel, key, retain}

{control, financial, internal}

{cost, operation, labor}

We may not be able to successfully combine the Nasdaq and OMX businesses. We will need to invest in our operations to integrate OMX and other transactions and to maintain and grow our business, and we may need additional funds to do so. Our leverage limits our financial flexibility. The securities market business is highly competitive. Price competition has affected and could continue to affect our business. The NYSE s recent mergers and acquisitions activity has created a strong competitor in our industry that has a similar strategy to ours. We face significant competition in our securities trading business, which could reduce our transactions, trade reporting and market information revenues and negatively impact our financial results. We must adapt to significant competition in our listing business. Nasdaq s revenues may be affected by competition in the business for financial products. A decrease in trading volume will decrease our trading revenues. Declines in the initial public offering market could have an adverse effect on our revenues. We may experience fluctuations in our operating results. We must control our costs to remain profitable. We may not be able to keep up with rapid technological and other competitive changes affecting our industry. System limitations, failures or security breaches could harm our business. The adoption and implementation of Regulation NMS by the SEC could adversely affect our business. Regulatory changes and changes in market structure could have a material adverse effect on our business. Nasdaq is subject to extensive regulation that may harm our ability to compete with less regulated entities. Nasdaq has self-regulatory obligations and also operates for-profit businesses, and these two roles may create conflicts of interest. Recent SEC rulemaking has liberalized the foreign private issuer deregistration rules. Regulatory recognition of foreign exchanges may harm our ability to compete with less regulated entities. The legal and regulatory environment in the United States may make it difficult for The NASDAQ Stock Market to attract the secondary listings of non-U.S. companies. We are exposed to credit risk from third parties, including customers, counterparties and clearing agents. Failure to attract and retain key personnel may adversely affect our ability to conduct our business. We are subject to risks relating to litigation and potential securities law liability. Failure to protect our intellectual property rights could harm our brand-building efforts and ability to compete effectively. Damage to our reputation could have a material adverse effect on our businesses. We are a holding company that depends on cash flow from our subsidiaries to meet our obligations. Future acquisitions, partnerships and joint ventures may require significant resources and/or result in significant unanticipated losses, costs, or liabilities. Charges to earnings resulting from acquisition, restructuring and integration costs may materially adversely affect the market value of our common stock. Our investment in DIFX may be unsuccessful and could harm us in other ways. The market price of our common stock may decline as a result of the completion of the transactions with Borse Dubai and OMX. The benefits of the combination of Nasdaq and OMX may not be achieved if we cannot effect the compulsory acquisition of all of the issued and outstanding OMX shares. We may be required to pay a higher price for some OMX shares as a result of compulsory acquisition proceedings under Swedish law. Risks Relating to an Investment in Our Common Stock Volatility in our stock price could adversely affect our stockholders. The market price of our common stock could be negatively affected by sales of substantial amounts of our common stock in the public markets. Provisions of our certificate of incorporation and approved exchange rules, including provisions included to address SEC concerns, and Delaware law could delay or prevent a change in control of us and entrench current management.

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1120193--2/25/2008--NASDAQ_STOCK_MARKET_INC