© copyright 2008, the nasdaq omx group, inc. all rights reserved. sandler o’neill global exchange...

© Copyright 2008, The NASDAQ OMX Group, Inc. All rights reserved.

Sandler O’NeillGlobal Exchange Conference

June 4, 2008

© Copyright 2008, The NASDAQ OMX Group, Inc. All rights reserved. 2

Forward Looking Statement

Forward-looking statements in this Investor Presentation are subject to known and unknown risks, uncertainties and other factors which may cause our actual results,

performance or achievements to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking

statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions. Words such as “anticipates,”

“estimates,” “expects,” “projects,” “intends,” “plans,” “believes” and words or terms of similar substance used in connection with any discussion of future operating

results or financial performance identify forward-looking statements. These include, among others, statements relating to the timing and benefits of strategic

initiatives.

Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include, among others, the following factors: (i)

the issuer's operating results may be lower than expected; (ii) the issuer's ability to implement its strategic initiatives and any consequences from its pursuit of its

corporate strategy; (iii) competition, economic, political and market conditions and fluctuations, including interest rate risk; (iv) government and industry regulation; (v)

adverse changes that may occur in the securities markets generally; or (vi) any loss by the issuer of significant trading volume or listed companies.

Most of these factors are difficult to predict accurately and are generally beyond the issuer's control. You should consider the uncertainty and any risk resulting from

such uncertainty in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-

looking statements, which speak only as of TODAY’S date. Readers should carefully review OUR PUBLIC FILINGS WITH THE SEC, INCLUDING OUR MOST RECENT FORM

10-K AND FORM 10-Q, including, but not limited to, the SECTIONS ENTITLED “RISK FACTORS,” “Management’s Discussion and Analysis of Financial Condition and

Results of Operation,” financial statements and the accompanying notes. Except for our ongoing obligations to disclose material information under the federal

securities laws, the issuer undertakes no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of

unanticipated events. For any forward-looking statements contained in any document, the issuer claims the protection of the safe harbor for forward-looking

statements contained in the Private Securities Litigation Reform Act of 1995.

Non-GAAP Information

In addition to disclosing results determined in accordance with U.S. generally accepted accounting principles (“GAAP”), NASDAQ OMX also discloses certain non-GAAP

results of operations, including total expenses, operating income, net income and diluted earnings per share, that exclude certain charges that are described further in

this presentation and in the reconciliation table of non-GAAP to GAAP information provided at the end of this presentation. Management believes that this non-GAAP

information provides investors with additional information to assess NASDAQ OMX’s operating performance by excluding these costs and assists investors in comparing

our operating performance to prior periods. Management uses this non-GAAP information, along with GAAP information, in evaluating its historical operating

performance. The non-GAAP information is not prepared in accordance with GAAP and may not be comparable to non-GAAP information used by other companies. The

non-GAAP information should not be viewed as a substitute for, or superior to, other data prepared in accordance with GAAP.


• A diversified global exchange and technology company

• Over 3,900 listed companies in 39 countries

• Multi-asset, multi-service trading and technology Cash Equities ETF’s Derivatives and Fixed Income products Clearing Information services


Derivative Trading7%

Issuer Services23%

Market Technology8%

Nordic Equity Trading11%

Broker / Access 13% US Equity Trading

16%

Market Data22%

Market Services 69%

Diversified Business Model


Market Services – Q1 08 Highlights

• NASDAQ is the largest single pool of liquidity for trading U.S. cash equities

- 31% matched market share in Q108

• U.S. cash equities matched volume increased 61% in Q108 vs. Q107

• Higher Nordic cash equities and derivatives transaction volumes

- Equity transactions per day grew by 32% in Q108 vs. Q107

- Derivatives topped 800k contracts in the month of March, up 25%

• Market data proprietary revenues rose 25% from Q107


Issuer Services – Q1 08 Highlights

• Over 3,900 listings covering 39 countries

• Strong IPO Pipeline with over 100 pending applications

• 48 new listings in Q108 – most of any U.S. exchange

- ~ 67% of eligible U.S. IPO’s chose NASDAQ listing

• Computer Associates ($12B market cap.) recently switched from NYSE

- CA is the first switch to keep its 2 ticker symbol

• Launched NASDAQ OMX 100 Index – strong pipeline for ETF sponsors

• Launching a family of Carbon Indexes in June

• Received SEC Rule Filing allowing connection with other non-DTC 144A

platforms in anticipation of the launch of The PORTAL Alliance


Market Technology – Q1 08 Highlights

• Powering more than 60 exchanges in over 50 countries

• Providing operations and advisory services

• Offering trading technology for all financial instruments

• Recent wins: Bombay Exchange, India Energy Exchange and TOCOM

• Announced new technology roadmap – Genium platform powered by INET

• Customer order intake $46.7 million in Q108, up 16% from Q107

• Pipe line for new investments (Nord Pool and Agora-X)

Listing Post-tradeInformationTrading


2008 – Integrating and Transforming

2008

2009

●OMX Integration

NASDAQ Options Market●

Boston Stock Exchange●

●Philadelphia Stock Exchange

●Nord Pool

Pan European Markets●


OMX Integration

• $150 million in total synergies from combination with OMX

- Increased expectation of 2008 annual expense synergy achievement to

$25 to $35 million only 6 weeks following close of transaction

• Key technology integration decisions completed


Options Exchanges

NASDAQ Options Exchange

Launched March 31st, 2008

First to offer pure price-time priority

Equity and index options

Trading ~ 100,000 contracts per day

U.S. Options – Q108 industry volume growth > 40% over prior year

— PHLX volume is up nearly 55%

PHLX

Close expected in June ‘08

17% Market Share

Synergies of $50M – Quickly accretive

LTM 9/30/07 EBITDA of $38.1M


Acquisition of Boston Stock Exchange

Expected to close in June 08

Second Second QuoteQuote

Second Second QuoteQuote

Clearing Clearing LicenseLicenseClearing Clearing LicenseLicense

• Introduce second quote for matching engine

• Greater pricing flexibility

• Increased market share

• Better distribution of tape revenue under formula

• Acquire clearing license and point of entry into another business

• Savings of around $14 million per year in clearing


Pan European Markets

• Planned September 08 launch

• London based MTF (FSA Regulation)

• High performance trading of European blue chips

- Targeted 20% market share

• First to connect major European trading centers

- Utilize superior routing capabilities

• Proven technology – INET matching engine – “plug and play”

• Maker-Taker pricing


Nord Pool - Europe’s Largest Electricity Derivatives Exchange

• Expected to close in 3rd Q08

• Entrance into energy and carbon trading

• Acquiring clearing operations, consultancy operations and international energy

derivatives

• Key measures first 11 months of 2007

- YOY growth of 40%

- Revenue $63 million

- Operating income $19.6 million

- Net profit $16.8 million

- Net excess cash of $33.2 million

• Estimated pre-tax synergies of $12 million (50% revenues, 50% costs)(based on NOK value of .20 per $)


Strategic Relationship with Borse Dubai

NASDAQ acquired all OMX shares purchased by Borse Dubai

Borse Dubai is a 19.9% shareholder in NASDAQ (capped at 5% voting rights).

NASDAQ OMX is a strategic shareholder and the principal commercial partner of Dubai International

Financial Exchange (“DIFX”)

DIFX will be rebranded with the NASDAQ brand and licensed with market leading technology from the NASDAQ/OMX combination

NASDAQ OMX and Borse Dubai are creating a global financial marketplace

© copyright 2008, the nasdaq omx group, inc. all rights reserved. sandler o’neill global exchange...

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