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Executives

Vincent Palmiere - Vice President Investor Relations

Bob Greifeld – CEO

David Warren - Chief Financial Officer

Magnus Böcker – President

Ed Knight - General Counsel

Chris Concannon – Executive Vice President Transaction Services

Analysts

Rich Repetto - Sandler O'Neill

Dan Fannon - Jefferies

Roger Freeman – Barclays Capital

Brian Bedell - Merrill Lynch

Daniel Harris - Goldman Sachs

David Grossman - Thomas Weisel Partners

Mike Vinciquerra - BMO Capital Markets

Rob Rutschow - Deutsche Bank

Don Fandetti - Citigroup

Patrick O'Shaughnessy - Raymond James

Justin Schack – Rosenblatt Securities

Ed Ditmire - Fox-Pitt Kelton

NASDAQ OMX Group Inc. (NDAQ) Q3 2008 Earnings Call November 6, 2008 8:00 AM ET

Operator

(Operator Instructions) Welcome to the NASDAQ Third Quarter 2008 Earnings Results Conference Call. At this time I’d like to turn the conference over to the Vice President of Investor Relations, Mr. Vincent Palmiere.

Vincent Palmiere

Thank you for joining us this morning to discuss NASDAQ OMX's third quarter 2008 earnings results. Joining me are Bob Greifeld, CEO, David Warren, Chief Financial Officer, our President, Magnus Böcker, and on the phone is Ed Knight, our General Counsel.

Following our prepared remarks, we will open up the line for Q&A. If you haven't done so already, you can access the results press release on the NASDAQ OMX investor relations and newsroom website at www.nasdaqomx.com. If you have any follow up questions after the call please contact me.

Before we begin I would like to remind you that certain statements in the prepared presentation and during the subsequent Q&A periods may relate to future events and expectations and as such constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. I urge you to read the full disclosure statement concerning such forward looking statements in our press release and other factors detailed in the company's Form 10-K and periodic reports filed with the SEC.

With that I will turn it over to Bob.

Bob Greifeld

Thank you for joining us this morning to discuss our third quarter results. I would like to extend a special thank you to our investors on the West Coast since I certainly realize it is an early hour for you.

During the quarter we continued on our mission to build an organization that leverages our massive scale against extreme efficiency by continuing to execute against a well crafted plan our performance is strong in what have been difficult times in the markets. We’ve been able to deliver on our promises of launching new initiatives such as NASDAQ OMX Europe and closing transactions such as our acquisitions of the Philadelphia and Boston Stock Exchanges.

However, I’d have to say the most significant accomplishments for our company are those that won’t directly appear on our income statement or balance sheet. As we’ve executed our plan we’ve paid special attention to ensure that we are building a cohesive workforce, an integrated team that is solely focused on building a company, one company positioned to be successful in all economic environments.

It is because of this integrated team that we’ve been able to realize the deal synergies. Today we’ve announced that we’ve again accelerating the target date to achieve the $100 million in expense synergies from our combination with OMX. When we originally announced the deal, assuming a 1/1/2008 closing date we established a target to have expense synergies fully achieved by the end of 2009.

The deal actually closed two months later than we anticipated. However, last quarter we accelerated the target date for completion up to the first quarter of 2009. Today we are again accelerating the target date to the fourth quarter of this year.

Equally impressive our acquisition of the Philadelphia Stock Exchange accreted to our shareholders during the third quarter, the same quarter in which we closed the transaction. As you can see our one team, one company approach is yielding benefits, benefits for our customers, benefits for employees, and benefits for our shareholders.

As I mentioned the NASDAQ OMX Group have a strong third quarter during a time of broad and sweeping global economic challenges. Our organization is affected on many different levels during uncertain and volatile markets. On the transaction side we are net beneficiaries, however our issuer business typically doesn’t fare as well since many companies defer capital raising events.

The important thing for us to realize is that we cannot control issues on a macro economic level. We can control our own strategy and our long term growth opportunities. We focus on what we do best and that is delivering customer centric products that operate on efficient technology while maintaining our disciplined approach to managing costs. It is that focus that has us in a position today of reporting a very strong quarter, one in which our operating results have improved significantly.

During these turbulent times we’ve also provided information and guidance to executives of our listed of companies. These executives turn to us for answers with regard to events impacting their stock and to understand how we are working with regulators to ensure that our market continues to operate efficiently and effectively. I’m proud to report that our technology proved capable of handling dramatic increases in activity during a period of record volumes without interruptions and just as importantly without the need for expensive capital outlays.

Going into the quarter, options volumes handled by our markets reached record levels during the quarter. The combined volume of equity option contracts traded on the Philadelphia Stock Exchange and the NASDAQ Options Market was 165 million contracts representing an increase of 54% from the third quarter 2007 while market share reached 17.9% for the quarter with a high of 19% in the month of August.

Our US Cash Equities Business continued to perform well matching an average of 2.8 billion shares per day up 47% from the 1.9 billion shares per day matched in third quarter ’07 and up 115% from the 1.3 billion shares per day we matched in third quarter 2006, truly amazing growth.

During the quarter we maintained our leadership position as the single largest pool of liquidity in which to trade US cash equities matching an average of 29.6% of all volume on our trading platform. Our share of NYSE listed volume also continued to grow reaching average of 23.3% for the quarter up from 18% from the third quarter 2007.

In the Nordic markets while value trade declined as market capitalization values have suffered the volume of trades executed grew and was up nearly 5% when compared to the prior year period to nearly 13 million trades. We believe the trade volume will continue to grow.

We also recently announced our roadmap for the Nordic markets, a roadmap that includes the introduction of a central counterparty clearly service and the implementation of a new high speed trading platform, the same platform that we use today to power markets in the US and our MTF in London. This roadmap is designed to improve efficiencies in the Nordics and as a result should result in growth and trading velocity.

Turning briefly to our listing business, while we certainly acknowledge it has been a difficult year for IPO activity we are proud to report that we’ve been very successful in attracting new listings through a market here in the US. Leading these new listings are switches from the NYSE listing family of companies including 16 from the American Stock Exchange and three from NYSE.

Notable switches from NYSE during the quarter were the CME Group, Seagate Technologies, and Celera Corporation. Also, Automatic Data Processing, ADP switched its listing from NYSE to NASDAQ on October 21, 2008, while retaining it’s three character symbol ADP.

In London we launched a NASDAQ OMX Euro MTF. We have recently completed the phased roll out of trading for approximately 650 listed European equities. Progress is being made faster than we expected. Order flow and message traffic have been growing rapidly as average daily order flow value has grown to over $150 billion. We have over 50 market participants either already trading or preparing to trade and as these participants come online we expect volume to continue to grow.

Also in London we announced our intentions to launch a new listing venue by becoming a recognized investment exchange. Finally, during the quarter we did an admirable job of controlling expenses. With expenses down when compared to the second quarter 2008 and down from the third quarter of last year our operating margins on a pro forma non-GAAP basis were 46% approaching levels that we had before we closed on the main transactions this year.

When we look forward we will continue to focus on opportunities that leverage our core technology platform while delivering increased efficiencies to the marketplace. To that end we’ve recently made a number of investments in our future growth opportunities that are designed to increase the level of activity on our trading platforms.

These include the recent Nord Pool acquisition which we closed last month. When this deal closed we acquired Nord Pool’s clearing, international derivatives and consulting subsidiaries. Concurrently we launched NASDAQ OMX Commodities including Nord Pool’s Energy and Carbon Derivatives products. Through this acquisition NASDAQ OMX became the world leader in cleared power derivatives volumes.

We also announced an agreement to acquire a 22% stake in EMCF, the European Multilateral Clearing Facility from Fortis Bank. Our goal with this investment is to reinforce EMCF’s position as the leading cash equity central counterparty clearing facility in Europe.

We furthered our plan to launch the NASDAQ Clearing Corporation in 2009 using the license obtained acquisition of the Boston Stock Exchange. We’re launching this business because we believe strongly in the value of competition within the marketplace and plan to focus on improving pricing, service, and innovation.

We also made a strategic investment in the International Derivatives Clearing Group, IDCG, which is a startup business for the clearing of interest rate swaps. Our goal here is to bring transparency to an opaque market.

Finally, just this week we announced the acquisition of Bloom Partners, a leading market intelligence firm. The combination of Bloom Partners with pinpoint market intelligence will enable NASDAQ OMX to offer an enhanced suite of intelligent services to listed companies.

As you can see the third quarter was an active and productive one for NASDAQ OMX. I want to remind you that all these achievements that I reported could not have been accomplished without the dedicated efforts of all our employees. As I mentioned at the beginning of my remarks we are building a cohesive workforce and this team is focused on building a company positioned for success. As this quarter demonstrates these efforts are certainly yielding benefits.

I will now turn the call over to David.

David Warren

Net income for the third quarter reported on a GAAP basis was $60.1 million or $0.28 per diluted share. These results include certain expenses and charges that are non-operational in nature including losses on foreign currency contracts, severance costs, merger related expenses and impairments and other charges. Excluding these items pro forma non-GAAP net income for the third quarter was $109.7 million or $0.52 per diluted share, an increase of 27% when compared to the third quarter 2007 and up 7% quarter on quarter.

Let me also mention that the pro forma non-GAAP results for the third quarter of last year exclude the gain we recognized from the sale of our investment in the London Stock Exchange.

Changes in foreign currency exchange rates had only a minor impact on our pro forma non-GAAP results for this quarter compared to prior periods. Comparing to the second quarter this year the stronger dollar resulted in a $0.01 per share negative impact on our third quarter results. Compared to the third quarter of last year the weaker dollar this quarter resulted in a $0.01 per share benefit to EPS.

As I did on last quarters call, while there are a few specifics I want to highlight I’m going to dispense with the detailed review of the performance of each business as I think they are well covered in our press release and have been further amplified by Bob’s remarks. Most of my prepared remarks this morning will focus on the continued strong progress we’ve made reducing run rate expenses and integrating the OMX and PHLX acquisitions. To say it once, my remarks from here on will address pro forma non-GAAP results unless I state otherwise.

Net exchange revenues for the quarter were $410.6 million up nearly 7% year over year but down about 2% from the second quarter this year. Sequentially as Bob mentioned, strong volumes in the US Cash Equity and Derivatives market were offset to a large extent by the sharp decline in the value of shares traded on our Nordic markets.

In our Market Technology Business revenue decreased $13.8 million sequentially. Most of this variance results from the way we account for market technology revenues. The majority of our market technology contracts require significant modifications and development before they can be delivered to the customer. Under US GAAP we are required to apply contract accounting which results in a deferral of revenue and expense during the modification period. Following delivery revenue expense will be recognized over the remaining period of the contract.

Subsequent to the close of last quarter we reviewed all technology contracts and found $4 million of revenue and $2.3 million of expense both pre-tax which had not been deferred. We have adjusted this in this quarter resulting in an $8 million revenue variance. Expenses were also adjusted so that the total impact of this review is not material to our financial results. Also contributing to the variance is a one time license fee of $2 million recorded in the second quarter this year.

Now turning to expenses, third quarter 2008 total expenses on a reported GAAP basis were $233.9 million. These expenses include a number of charges that mask the picture of how we are progressing on an ongoing operating expense level. We have included a schedule in our release that provides a reconciliation of our reported expenses to a pro forma non-GAAP result. Adjusting for a full quarter effect of PHLX and excluding certain one time charges pro forma non-GAAP operating expenses were $222 million for the third quarter a quarter on quarter decline of $30.4 million or 12%.

Approximately half of this $30 million benefit results from the elimination of technology projects consistent with our synergy plan which allow us to reduce headcount, consultants, and system expense. The remaining $15 million of this expense reduction results from the seasonal impact of summer holidays, a stronger US dollar and the deferral of expenses under contract accounting related to our market technology business.

We expect Q4 expenses to be largely in line with the $222 million pro forma non-GAAP result achieved this quarter as further expense reductions flowing from our integration efforts will be offset by the loss of the seasonal benefits experienced this quarter excluding of course the impact on our operations of the Nord Pool acquisition.

The effective tax rate for Q3 was 39.4% an increase from the 32.3% recorded in Q2. Q3 non-US earnings included a loss of $50.7 million from the foreign currency contracts related to the Nord Pool acquisition. Excluding this loss the normalized effective tax rate in Q3 would have been 35.6%. The remaining increase in the effective tax rate from Q2 to Q3 is due to a higher percentage of earnings from US sources including Philadelphia. You will recall that during our Q2 conference call I indicated that our tax rate following the acquisition of PHLX could increase by 1% to 2%.

Let me also say that as a global company, tax planning is now a more significant factor to our bottom line and we continue to be very focused on forward looking strategies to address this tax rate.

Now turning briefly to the balance sheet before I discuss OMX and PHLX synergies, cash and cash equivalents at quarter end were approximately $740 million. Of this amount approximately $420 million is reserved for regulatory requirements and for our acquisition of Nord Pool. We have maintained a very strong balance sheet with ample cash reserves and are in full compliance with our debt covenants. Cash from operations for the quarter was $166 million.

To finance the Nord Pool transaction that we closed on October 21 we drew down another $300 million from our existing credit facility. This incremental borrowing is included in the $2.5 million of debt obligations that is reflected on our September 30, 2008, balance sheet. During the third quarter we converted $200 million notional value of our Libor based debt through an interest rate swap establishing a fixed rate of 5.48% through August 2011.

During the third quarter we retired $37.5 million of our Libor debt and will make an additional required interest payment of $37.5 million in the fourth quarter and $56.3 million payments per quarter throughout 2009. As I stated on prior calls the scheduled amortization of our term A debt will produce leverage effects in addition to EPS going forward.

Now to synergies, as Bob discussed we made excellent progress on our integration of OMX and expect to achieve the $100 million of annual expense synergies by the end of this year. To Philadelphia, during our Q2 conference call I reported that the headcount and compensation actions we had taking at closing would result in the transaction accreting to our shareholders by the end of the year.

While we did take these actions and have realized the savings what is also true is that the strong volumes experienced in the third quarter brought PHLX revenues in significantly ahead of projections allowing this acquisition to accrete in the same quarter it was closed.

Here’s my math, included in our GAAP reported results are revenues of approximately $32 million, expenses of approximately $19 million and net interest expense of $6.5 million related to the inclusion of PHLX in our third quarter results from the closing date of July 24. This pencils to $0.02 per share. Simply put we are executing extremely well and will end 2008 with two major acquisitions integrated into our global operations.

I appreciate your time this morning and your support of NDAQ and I will now turn it back over to Bob.

Bob Greifeld

Vince will open for questions.

Vincent Palmiere

Operator we’ll take questions now.

Question-and-Answer Session

Operator

(Operator Instructions) Your first question comes from Rich Repetto - Sandler O'Neill

Rich Repetto - Sandler O'Neill

You continue to outperform on the synergy integration side. It looks like we’re getting to the point where you’re hitting what you’ve announced. Are there quantifiable synergies above and beyond not what we’re all expecting in ’08?

Bob Greifeld

Definitely, I think it’s important to recognize that we have not yet consolidated platforms for either the Nordic Cash Equity Marketplace or the Philadelphia Stock Exchange platform. Our plan is to leverage our INET platform, really our modified INET platform for both Philadelphia and Cash Equities in the Nordic. As we do that in 2009 that will have a beneficial impact in our expense base. It’s important to recognize that that impact, remember back to INET it generally comes in a couple months after we do the conversion.

Rich Repetto - Sandler O'Neill

We’re not really ready to talk any ballpark number of that?

Bob Greifeld

No we’re not. When you realize that we haven’t consolidated the platforms yet and that is a substantial driver of expenses there’s obviously further opportunities.

Magnus Böcker

Another driver of expenses left and obviously the benefits you get from technology is some other actions that we’re working on with real estate consolidations. As we’ve said before as we now integrate these and operate as one company we literally will be able to roll all of this into our outlook of full year expenses for ’09 which we’ll do sometime in early ’09.

Rich Repetto - Sandler O'Neill

The follow up question would be on clearing. You’re doing a lot, the investing in EMCF and IDCG. Clearing appears to be more strategic value to exchanges. Is there a broader strategy, can you tie all this together. I know the EMCF, Fortis was having some problems but was that just supporting them or is there a broader strategy that you have in your mind?

Bob Greifeld

There definitely is, beyond the two that you mentioned we have obviously stated very clearly that we intend to use the clearing license associated with the Boston Stock Exchange and I think it’s important to recognize that the Nordic derivatives business is cleared through our clearinghouse today and Nord Pool, the Nord Pool acquisition is a fundamentally clearing operation.

From a standing start we went to five strategic opportunities. There is an overall plan its clear we want to be in the clearing business it has similar dynamics to the trading business where we can lever our extreme efficiency as we build scale in this space.

Rich Repetto - Sandler O'Neill

What is the effective tax rate now if we’re upping it by 1% to 2% but you did do 35% or so pro forma?

David Warren

I talked about different tax planning things that we’re working on. What you need to use going forward is about where we settled out for this quarter adjusting for the FX contracts so 35%, 36% in that range.

Operator

Your next question comes from Dan Fannon - Jefferies

Dan Fannon - Jefferies

I want to talk a bit about Europe and what’s happening there and really the overall appetite for your venue and others that have recently been launched given the market turmoil that’s going on. How quickly do you expect volumes to ramp? Also some of the impacts of the tariff fees that the LSE has recently put out there in terms of people routing to their exchange.

Bob Greifeld

First I would say we see great opportunity in Europe in the post MFD world and as we look at the European theatre we certainly see that the capture rate has been dramatically higher than what we see in the United States and we operate on the premise that within 24 months the market structure, market pricing will be indistinguishable between the US and Europe.

We also recognize the opportunity to derive increased velocity into the European marketplace as the result of that. Their volume and trading velocity is not near what we have in the States and clearly part of that is because of the friction of the trading in the current marketplace. A large opportunity, we’re in it for the long term, we’re running ahead of plan. I think it’s amazing what our team has done to be live on a five month plan.

As I said in my prepared remarks we have 50 customers who have committed to connect to us and we’re in the process of making it happen and the volume continues to grow. We’re excited about that.

With respect to the tariff and the LSE I would say that we’re evaluating that right now as we speak. We will be responding in due course with respect to that tariff.

Dan Fannon - Jefferies

Any thoughts in terms of when this initiative could be accretive to earnings and/or reach a level or what type of volume level we should be looking at or market shares to be positive in the numbers?

Bob Greifeld

The key point to recognize and it ties back to the overall theme of our operations is that we’re trying to build up what we call massive scale. We’re putting this incremental volume against the common platform where the marginal cost of the transaction is very low. That’s also aided and abedded by the fact that we had a London operation although OMX had a London data center they we’re able to lever.

The all in cost for us to start our MTF in Europe was remarkably low and therefore our ability to get to profitability is surprisingly low with respect to the volumes that we had to do. It’s certainly our expectation that sometime in 2009 on a run rate basis that this will turn into a profitable endeavor for us.

Operator

Your next question comes from Roger Freeman – Barclays Capital

Roger Freeman – Barclays Capital

Let me just come back on Europe a little bit more. One, you went to basically a zero spread on pricing so I’m curious what drove that? Was that due to not getting any traction early on? Secondly, I think you commented that you’re seeing $150 billion, if I heard that right, in order flow daily; can you put that into some context because the whole US market for example yesterday was $267 billion? That sounds like a pretty big number.

Bob Greifeld

It is a big number and obviously recognize that orders have the ability to be cancelled and reentered with the algo traders that we work with. In a real sense that number is larger as a result of that. Tying back to your first question it was part of our game plan that we mapped out as we launched the effort that we be aggressive on pricing. We wanted to make sure that our systems were ready and we had a certain minimum level of customer account activity before we did it.

We have a game plan in our mind, we’re following that game plan, the game plan is not about today, tomorrow or the next quarter, it goes on for a while. We have a plan, we’re executive against it.

Roger Freeman – Barclays Capital

Your game plan when you went after the NYSE listed was to offer very attractive pricing to bring volume in and you initially routed mostly and then eventually started actually matching. Can you talk to whatever order flow has been executed what the percentage is that’s routing? Can you actually give us any actually executed volumes so far?

Bob Greifeld

I don’t have those numbers at my ready. That’s not what we’re using to judge our success right now. We’ll provide that in the future but we look for different metrics to measure our progress at different points in time. As we did as we competed with New York the last thing we focus on in the beginning was how much match volume we had. It really was how much orders are coming into the system and as you’re guessing that is our focus right now that’s the important metric that we manage by.

Roger Freeman – Barclays Capital

Has there been any from a dealer perspective, has there been any push back on these new venues. We’ve heard that there’s been some broker fatigue and NYSE last week said that they delayed to the beginning of the year because the dealers didn’t want to deal with another exchange. I’m curious what your feedback has been?

Bob Greifeld

I think the numbers speak for themselves. We have 50 customers committed to connect. Obviously not all of them are connected at this point but they’re all working with us to connect. I think we come into that marketplace with tremendous credibility. One in that we are an organization that does what we say we’re going to do. Two is the technology is proven. Three they have known that we would be an aggressor in the marketplace with respect to pricing strategies. It has not been difficult for us to get the customer share of mind.

Roger Freeman – Barclays Capital

On the US market if you look over the past couple three months market share across all venues has been flattish, there haven’t been any real trends. Do you see some sort of a status quo developing here? We haven’t really seen any meaningful pricing moves either. Is it fair to say you’re focused elsewhere, there’s no big moves planned on this front?

Bob Greifeld

I’m not going to give you too many forward looking statements on what we might do from a pricing point of view. I would definitely point out that we will be launching Boston as a second venue and that will give us probably some increased flexibility on pricing without having a direct impact on all the other business that we do. We expect to launch that in January 2009. I would also say that certainly the trend line for Tape A is very positive and we continue to expect that that will continue.

We’ve always said that there will be fits and starts and we need to look at the longer term trend line not day to day. We’re committed to maintaining our progress on Tape A. With respect to Tape C we certainly focus on the profitability of that venue for us and we’re very pleased with the pricing actions we’ve taken today and we’re pleased with our pricing capture in balance with our market shares. I think we’re capably led in terms of how we’re deciding to approach that market.

Roger Freeman – Barclays Capital

The sequential decline in pricing can pretty much be just chalked up to the higher volumes and customers hitting higher tiers is that fair to say?

Bob Greifeld

You got it. When we have high volumes we never do as well as people think. When we have low volumes we never do as poorly as people think.

Operator

Your next question comes from Brian Bedell - Merrill Lynch

Brian Bedell - Merrill Lynch

On the cost saves again the $100 million run rate is by the end of the quarter for OMX then can you talk about Philadelphia what your delta is for cost saves and four Q08 versus pro forma third Q08?

David Warren

We haven’t given those numbers out.

Bob Greifeld

I think the point on Philadelphia is most of the expense saves given the actions we took the majority of expense saves were recognized in this quarter then continue on into the fourth quarter. We took all those actions at closing. I can come back to you on that.

Brian Bedell - Merrill Lynch

On Europe again, can you talk about how EMCF fits in with your strategy? I understand that at least initially people were reluctant to use the platform as Fortis is going through some difficulties. Can you talk about how that’s been rectified and what your strategy is with that clearing platform dovetailing with your Pan European effort going forward from here?

Magnus Böcker

First, the difficulties that Fortis ran into were an opportunity for us to increase our equity interest in the enterprise. I think it’s important to recognize that with EMCF all the participants who are on the system before Fortis ran into trouble are back on the system today. Clearly EMCF represents a new paradigm for Pan European clearing both from an approach to solving the problem and two from a cost structure. They’re aligned with us as they’re aligned with other MTFs in the space with it be CHAIX and/or BATS.

We see this as a part of the new wave just as our MTFs are part of the new wave for Pan European trading and we’re excited to be involved with it and we think it’s certainly a great business opportunity for us but probably more importantly it’s an enabler for increased competition on the trading side.

Brian Bedell - Merrill Lynch

On market technology, we had some seasonality impacted the results in the third quarter. Going to the fourth quarter should we expect in addition to the accounting issues that you talked about should we expect some backlog to accrete back into that revenue run rate?

David Warren

Yes, there are some seasonal effects in the third quarter. You can expect some of that to come back into the fourth quarter.

Brian Bedell - Merrill Lynch

Also from a project pipeline perspective?

David Warren

Yes, but that’s also part of the seasonal impact. As development picks up delivery increases and revenue can be recognized.

Operator

Your next question comes from Daniel Harris - Goldman Sachs

Daniel Harris - Goldman Sachs

On the Euro MTF one of the things that we saw this past quarter with the LSE having some issues is that it could be people are now trading on the various MTFs use it more as a trading vehicle rather than a price discovery vehicle. How do you guys see that changing? Is there a certain tipping point in terms of market share on any single MTF that’s going to be required to make that shift or do you think that they’ll always be more for the arbitrage plays rather than price discovery?

Bob Greifeld

We certainly believe that price discovery will happen outside the primary market. We also recognize that Rome was not built in a day. That will take some time. The broad dissemination of market data is part of that building process that has to happen. Clearly we and the other MTFs have to have a clearly articulated and executed market data strategy for price discovery to break away from the traditional marketplaces.

Daniel Harris - Goldman Sachs

Do you think that has anything to do with the certain level of market share or it’s just a strategy?

Bob Greifeld

I think you need dissemination of the data, broadly disseminated. If you have that and you have activity to various routers then it’s very easy for price discovery to move to different venues. I compare and contrast it to what we have here in the United States where in the United States we have a regulatory mandated consolidated quote. We don’t have that in Europe. Europe will get to a better state of being than in the States because commercial efforts will commence to make sure that there is an effective consolidated quote. That’s part of the mission that we’re on to make sure that that infrastructure is built.

Daniel Harris - Goldman Sachs

On the NASDAQ Clearing Corp that you guys announced obviously there’s probably a couple different stages of strategy for you guys with regard to what you’re looking for. One, what’s your early mid and long term goals here? Can you remind us how we should think about the savings, when those should come in to your system from a self clearing mechanism?

Bob Greifeld

With respect to our clearing effort here associated with the acquisition of the Boston Stock Exchange and its clearing license. We need to get regulatory approval, that’s the first mission that clearly is a piece of technology that has to be built to support that. Like in many of our endeavors the long pole will probably be the regulatory approval. We’re starting with that process. We are shooting for third quarter 2009 launch. Hopefully we’ll be able to beat that date. Right now that’s the target date.

David Warren

I think if we go back to prior conference calls and conversations we’ve had about this we talked about the clearing business and working on that license as a way to save approximately $14 million of clearing charges that we incurred on behalf of our customers. We really accomplished that benefit when we stepped out the trades this year on July 11th. None the less obviously it’s still important strategically to proceed with that and then with the additional savings when the license is put in place on the routing side of the business.

Operator

Your next question comes from David Grossman - Thomas Weisel Partners

David Grossman - Thomas Weisel Partners

You talked a little bit about consolidating and close the options business and Europe on the INET platform can you give us a framework to think about incremental cost savings that come from that initiative?

Bob Greifeld

Let me make a general statement. It’s our intention to give expense guidance for 2009 and the expense guidance we’ll give will be for the combined organization. As I believe we mentioned on the last call we’ve driven to the point of value that we articulated with the deal announcements and we are writing this as one organization. As you look to ’09 this one integrated organization will provide expense guidance.

The only thing I’m saying in a very general sense today is we have systems left to consolidate and those of us who followed the NDAQ progress over the last number of years know that as we consolidate systems it has a definite, measurable, positive impact on expense structure and that will be happening sometime during 2009.

David Grossman - Thomas Weisel Partners

Are there any historical data points you can give in terms of brood or anything like that that would help us at least initially think about that?

Bob Greifeld

We don’t have those numbers at our fingertips but let us work on getting back to you at some sort of indication. I would definitely say that the most direct guidance we’ll give will be as we have this call next quarter.

David Grossman - Thomas Weisel Partners

I think you’ve touched on this in the past but I’m wondering if you can remind us of how to think about the impact of taking the Boston license and offering another tier pricing. Can you at a high level just remind us of how that’s coming past the business?

Bob Greifeld

One, understand in the US we talked about the consolidated quote and as revenue sharing associated with your market share in that consolidated quote and the revenue share has a quite complicated formula that has a bias towards the low market share venues. Clearly that’s a motivation for the second license. Additionally the other license gives us pricing flexibility because we have a high level market share today in Tape A, Tape B and Tape C through our NASDAQ license and to the extent we make any pricing moves you are continually trying to regression test to see how that impact the market share you have.

With the Boston license we don’t have that level of complication. We’ll being given additional flexibility and different experimentation and underpinning all this is that the cost to put the Boston license up because we’re levering technology that we have and the system we have today is quite low.

David Grossman - Thomas Weisel Partners

I think the question came up earlier about the tax rate. Is 35% to 36% is fair rate to just use for the fourth quarter or can we use that going beyond that as well?

David Warren

I wouldn’t guide to use it beyond the fourth quarter. As I said in my prepared remarks there are a number of things we’re working on from a tax planning perspective and I think it’s our plan to continue to obviously look for opportunities and to update you on those opportunities as we realize some of them. I would just guide for one more quarter.

Operator

Your next question comes from Mike Vinciquerra - BMO Capital Markets

Mike Vinciquerra - BMO Capital Markets

A question on the OMX side of the business, the synergies obviously you achieved them much faster than expected. Is there any impact from the fact that the OMX business seems to be underperforming a bit whether it be because of market conditions or just in general the trading volume and the revenue generation I guess I would assume been what you would have hoped for. Any impact on the expense structure just from that alone?

David Warren

No, good, bad or indifferent, no. The OMX business model certainly in the cash equity is we think superior to what we have here in the States where they get paid on value traded. The long term we’re very happy with that model but clearly we’re suffering through that in 2008 with dramatic declines in the indices. No impact on the expense structure, better business model long term we have to live through it this year.

Mike Vinciquerra - BMO Capital Markets

The sharp decline in revenue per transaction on the equity side is strictly related to the value of the market going down?

David Warren

Yes.

Mike Vinciquerra - BMO Capital Markets

On your two recent acquisitions the Nord Pool and Bloom can you provide any detail for us whatsoever as we look to our models and future quarters as far as what revenue and expense impact might be at least for Nord Pool which is obviously already closed?

David Warren

In the presentation we do have some financials with respect to Nord Pool. It’s also true that with that transaction just closing we are definitely working hard on integrating it and can be updating that information as we move forward.

Bob Greifeld

Let me provide some color with respect to the Nord Pool operation. It currently runs on our technology, old OMX technology so we clearly have synergy capabilities there. It derives a fair percentage of its revenue from clearing operation and that clearing operation certainly has a potential to be levered together with our Nordic derivatives clearing operation. I would definitely think Nord Pool in the context of other transactions we’ve done with a similar return to our shareholders.

Magnus Böcker

As Bob and I have both been saying today that all gets incorporated in the 2009 operating plan and then would be captured in the full year expense guidance we’ll give.

Bob Greifeld

We also have a fundamental view that the organic growth opportunities in the markets that Nord Pool serves are probably higher than many of the businesses in NASDAQ OMX today. The power industry has a future in front of it and clearly with certain legislative changes the carbon market could become a very large opportunity for us.

Vincent Palmiere

On the numbers that David referenced in our presentation that we’ve used in the first eight months of this year $48 million in revenue, $13 million in operating income and $12 million of synergies.

Operator

Your next question comes from Rob Rutschow - Deutsche Bank

Rob Rutschow - Deutsche Bank

First question would be on the MTF in Europe, you talked about having the 50 customers committed to connect. Can you give us an idea of how much of existing volume for the existing markets so if 50 customers represent how many of those you have hooked in currently and when we might expect you to have all 50 fully connected?

Bob Greifeld

We expect that 90%, 95%, 99% of the order flow in the European markets will be connected to us sometime in 2009. As we go and meet the customers there and we built the team to relate to those customers on a daily basis we’re encouraged by the reaction we’re getting and the desire of the customers to avail ourselves of these services. These are interim check points that we have 50 is not the end state number. We expect to cover the entire market. I forgot the second part of your question.

Rob Rutschow - Deutsche Bank

You sort of answered that. The other question would just be related to the Fortis clearing arrangement. Does your ownership stake give you any sort of say or ability to contribute to the operations there or to reduce your own cost of clearing below market rate?

Bob Greifeld

I don’t want to speak for EMCF but clearly they have demonstrated the leadership on pricing for clearing services in Europe. It’s our expectation that that leadership will continue and we will obviously have Board representation but I think it’s very important to recognize that this is not an enterprise that we have a desire to own 100% of. In fact we’re encouraging other participants to take ownership stakes in the enterprise I think you’ll see that happen in the months to come.

When we look at EMCF its important not just to think about it with respect to what we’re doing in London in our MTF it’s probably more important to recognize what it means in the Nordic marketplace. In the Nordic marketplace this is a brand new service, this central counter party clearing services and it has the ability to dramatically reduce the cost, the all in cost of trading for participants in the Nordic market in particular those participants who are domiciled outside the Nordics.

As we’ve seen here in the States and we’re seeing now in Europe as you reduce the friction costs in the market the velocity will increase. We expect to get dramatic benefit from the introduction of central counter party clearing in the Nordic on the trading side. Clearly that benefit will be accelerated as we put the INET platform into the Nordics in 2009.

Operator

Your next question comes from Don Fandetti - Citigroup

Don Fandetti - Citigroup

In terms of your outlook for cash equities do you think there’s going to be any impact from the whole hedge fund redemption issue? Maybe you can talk a little bit about who’s been more or less active, weaker, some of the stat players have been absent can you just talk about those issues?

Bob Greifeld

There are certainly issues that we think about and talk to our customers about to try to get a handle on what the future might look like. What I would say today is we clearly know that our volume is directly, I mean very directly correlated to volatility in the marketplace. If there is volatility there’s volume and that volume comes from a multitude of players. Obviously there are many different types of hedge funds certain give us high volumes and others not so high.

Our feeling is that in the near term and medium term we don’t see volatility going back to what we’ll say are normal levels in the economic times we look at. We feel comfortable in that. As we analyze our customers again I think I said this before, the highest volume customers we have are those that add tremendous amounts of liquidity to the marketplace do not operate in the leverage environment in fact tried to go flat at the end of the day. That is neither long nor short.

We feel quite secure with that as an underpinning of our customer base and with continued volatility in the market that the volumes will continue at a good rate.

Operator

Your next question comes from Patrick O'Shaughnessy - Raymond James

Patrick O'Shaughnessy - Raymond James

I wanted to ask you about the DTCC, LCH.Clearnet announcement that they’re going to basically join forces. Do you think that’s a reaction to some of the stuff that you’ve been taking both in US and Europe and I guess a follow up to that would be how do you see it affecting you if at all?

Bob Greifeld

When we look at the clearing space there’s been an absence of real competition. When that happens it’s clearly inefficiencies that can build in the various competitors in the space. We are quite comfortable and confident in our ability to bring a competitive product offering that will be cost effective that can truly represent innovation in the service.

When you look at the fact that went from zero clearing opportunities to now where we have five different efforts you can definitely conclude that we see large opportunities to bring a traditional NASDAQ OMX competitive spirit leading with efficiencies, driving value to our customers and I think that value proposition is there whether there are mergers between competitors in the industry or not.

Patrick O'Shaughnessy - Raymond James

On the Agora-X joint venture that you have with SC Stone I believe there’s news out the last week that it’s going to be seeking permission from the regulators to launch a swap on some egg products. I’m curious if can provide an update on where you see the Agora-X venture going and how soon you think it might be live and what you think the impact might be for you.

Chris Concannon

On Agora-X obviously we’re very excited about the venture and the position that they sit in certainly on the over the counter commodities and they have asked the CFCC for an exemption to allow over the counter commodities certain soft swaptions to clear through centrally cleared clearing houses that are regulated by the CFCC. We’re waiting for that exemption to be analyzed by the CFCC. The plan right now for Agora-X is to launch in this quarter with obviously over the counter trading that are bilaterally cleared first. We’re excited about that near term launch right now.

Operator

Your next question comes from Mike Carrier - UBS

Mike Carrier - UBS

On the European platform then also on the NASDAQ options is there a certain level of volume where you feel like you’re going to breaking even. As we get into 2009 and volumes pull back do you think that you have enough synergies from consolidating the platforms that you can still break even there?

Probably a bigger picture question if we do eventually in 2009 get the 15%, 20% pull back in volumes how are you guys balancing, you have a lot of initiatives where you need to spend for a good 2010 as volumes normalize yet you may be under pressure in the short term if you do to get that decline in volumes. On the expense base besides variable comp maybe volume related expenses what areas do you think you could pull back and not put at risk any of the longer term initiatives?

Bob Greifeld

One is we’ll certainly agree and acknowledge that we are investing for our future in several very important ways. That makes the results that we printed today that much more exciting. In a real sense we have more money going in to investing in our future then I recollect during my time here at NASDAQ. We are committed to being in the US equities clearing space and we’re committed to that investment.

We’re committed to growing a make or take a pricing model in the option space. We have a long term commitment to the European market, the European MTF market and we clearly believe that there are opportunities in over the counter derivatives in particular with interest rate swaps and we’re committed to that investment.

I think our track record in these types of investments is incredibly high and we’re very comfortable with the fact that we are properly positioned in each and every one of them. These will provide returns to our shareholders in the quarters to come. As we look at 2009 we are certainly benefited by the fact that we are still on our mission to essentially right size the expense structure in this organization. If we look at a difficult 2009 we clearly still have many levers to pull on the expense side that we are working on today.

It’s impossible for us to predict what the volumes will be in 2009 but as I’ve said we see that volatility is the direct driver of our volumes and we continue to live in volatile times and think it’s a reasonable guess that we’ll have that for the quarters to come.

Mike Carrier - UBS

If I just look at the operating net income I think the adjusted $109.7 million then the diluted share count at 214.2 is there anything else in there? If you just divide it you get $0.51. I’m just trying to figure out if there’s a different adjustment to get to the $0.52?

David Warren

Yes, you have to add back the interest on the converts which is about $700,000 that will take you up a bit.

Operator

Your next question comes from Justin Schack – Rosenblatt Securities

Justin Schack – Rosenblatt Securities

On credit derivatives you guys are the only major global multi product exchange group that hasn’t entered a dog in this race. Do you have any plans to try to solve the problems that the regulators in the industry have identified in credit default swaps?

Magnus Böcker

Today we do not. We’re clearly focused on a number of different clearing initiatives. We like the initiatives we’ve chosen to focus on and at this point that does not include credit default swaps.

Justin Schack – Rosenblatt Securities

Any chance that that might change given the situation that you’re at least monitoring?

Magnus Böcker

We certainly monitor, that’s our job to understand what’s going on in our space but we don’t see that as being a situation that will change in the foreseeable future.

Operator

Your next question comes from Ed Ditmire - Fox-Pitt Kelton

Ed Ditmire - Fox-Pitt Kelton

Could I get an update on your latest thoughts of what the markets and the regulators might do as far as implementing a short sale restriction that might include a reinstatement of the up tick rule or the single stock circuit breakers that have been discussed in the media? Where do you think that’s going and if you could talk about what volume impacts might result.

Bob Greifeld

The first think I would say is that whether it be an up tick rule or circuit breaker we don’t see that having any impact on volume. It’s the outright ban of short selling that creates volume issues and also market quality issues. We don’t see that coming back. These issues are not so much economic for us but more about the proper market structure.

I believe the dominant fact that needs to be focused on right now is the fact that since the SEC put in their rules limiting or eliminating the ability to make it short we’ve seen the number of stocks on the threshold list decline from 443 to 95. It’s a clear indication the rules are working. I think we’ll see that number go down even further so we’re happy from a market quality point of view. Whatever’s contemplated won’t have any impact on our trading volume.

Ed Ditmire - Fox-Pitt Kelton

Some people put out there an up tick rule that would have rely on nickel increases and the price on the last tick before allowing a short sale would very onerous up tick rule like that impact volumes?

Bob Greifeld

First, I think if we do anything like that it would have to go through a comment and review process from the SEC. I think that comment period would be long and certainly a lively debate if it was to come about. Again we see the only substantial impact to volume is when there’s a ban on short selling no so much any restrictions.

Operator

That does conclude today’s question and answer session. At this time I’d like to turn the call back to our speakers for any additional or closing remarks.

Bob Greifeld

I certainly thank you for your time here today and we look forward to talking to you in three months. Thank you.

Operator

That does conclude today’s call we do appreciate your participation you may disconnect at this time.

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Source: NASDAQ OMX Group Inc. Q3 2008 Earnings Call Transcript
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