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NASDAQ OMX Group Inc. (NASDAQ:NDAQ)

Q4 2008 Earnings Call

February 26, 2009 8:00 am ET

Executives

Vincent Palmiere - Vice President Investor Relations

Bob Greifeld – Chief Executive Officer

David Warren - Chief Financial Officer

Magnus Böcker – President

Ed Knight - General Counsel

Analysts

Dan Fannon - Jefferies

Roger Freeman – Barclays Capital

Rich Repetto - Sandler O'Neill

Rob Rutschow - Deutsche Bank

Bob Napoli – Piper Jaffray

Mike Vinciquerra - BMO Capital Markets

Mike Carrier – UBS

Howard Chen – Credit Suisse

Operator

(Operator Instructions) Welcome to the NASDAQ Fourth 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

Thanks for joining us this morning to discuss NASDAQ OMX's fourth quarter and full year 2008 results. Joining me are Bob Greifeld our Chief Executive Officer, David Warren our Chief Financial Officer, Magnus Böcker our President, and Ed Knight our General Counsel.

Following our prepared remarks, we’ll open up the line for Q&A. If you haven't done so already, you can access the press release and presentation at our investor relations website at www.nasdaqomx.com. We intend to use our website as a means of disclosing material non-public information and providing disclosure obligations under SEC regulation FD. These disclosures will be included under the events and presentations section of the website. If you have any questions after the call you can obviously call me 212-401-8742.

Before we begin I’d like to remind you that certain statements in the prepared presentation and during the subsequent Q&A period 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. The actual results may differ materially from those projected in these forward looking statements. Information containing factors that could cause actual results to differ from forward looking statements is contained in our press release and our period reports filed with the SEC.

I’ll turn it over to Bob.

Bob Greifeld

Thank you for joining us to discuss our full year and fourth quarter 2008 results. I’m pleased to report that we’re doing the call today from our market site in Times Square. Immediately following this call I’m opening the market with DreamWorks and Shrek and other characters. DreamWorks is the most recent company to switch its listing from NYSE to NASDAQ and one we’re certainly very proud of.

In addition to releasing earnings this morning we also announced David Warren’s decision to step down as CFO later this year. David has been a trusted business partner over the last six years and our business accomplishments during his tenure speak for themselves. His unique style and wise council will sorely be missed. David plans to step down as CFO following our second quarter results and will remain with the company through December 2009.

During this period he will oversee a transition period with Adena Friedman, currently Executive Vice President of Corporate Strategy and Global Data Products, who will assume the role of CFO. David’s style will certainly be missed and when you see a painted VW bus with peace signs all over it careening around the roads of Northern Westchester County its probably David.

Turning to our results, I typically start by giving you a run down of our accomplishments for the period and highlight financial benchmarks. I will do that but today I want to begin with a discussion of what we believe distinguishes our company in the exchange space and what distinguishes us in the context of this market environment.

The NASDAQ OMX Group exited the year vastly different then when we entered the year. Twelve months ago we were a pure US cash equities exchange and although we were the largest cash equity exchange in the US our business didn’t reach beyond these borders. Today, we operate 17 markets, eight clearing houses around the world and are diversified across many asset classes.

Two thousand eight was a dynamic transition year for us, one in which we made five acquisitions and announced four strategic investments. It was however not unlike many of the recent years at NASDAQ OMX. Each year we take steps that change our company; some big, some small but all of them collectively transforming us in some way.

Mergers and acquisitions may be very easy to justify on paper but the real work is in delivering measurable benefits to customers and to shareholders. As we’ve taken steps to transform our company we’ve demonstrated that we can deliver results while continuing to launch new initiatives and invest in new ideas.

While others may be adjusting, transitioning or retrenching our exchange is capable of delivering on existing promises while continuing to invest in new initiatives that will secure our future competitiveness.

Now turning to the specifics. We accomplished much this year including completing our business combination with OMX, entering the options markets with the launch of NASDAQ Options Market known as NOM, completing the acquisition of PHLX a transaction that accreted to our shareholders immediately, completing the launch of BSE now NASDAQ OMX BX, launching NASDAQ OMX Europe known as NORO and leveraging our proven US best execution routing strategy. We are the first European MTF to connect markets with a smart router.

We also announced the deal with the European Multi-lateral Clearing facility EMCF in which we took a 22% ownership interest in the firm. Through this transaction we also agreed to introduce EMCF as a central counterparty clearing firm into our Nordic markets. During 2008 we also completed the acquisition of certain Nord Pool businesses now known as NASDAQ OMX Commodities.

We made an investment in Dubai International Financial Exchange now called NASDAQ Dubai. We made a strategic investment in IDCG an entity launched in December to clear interest rate swaps, a $350 trillion market. NASDAQ OMX also became the largest market in the world by share value traded, $23.9 trillion as reported by the world federation of exchanges.

As a result of these actions our company is now a global multi-asset exchange company with businesses in cash equities, derivatives and clearing with operations in the US, Europe, Middle East and Asia, and as a technology vendor with customer spanning the globe.

Additionally, during 2008 we continued to enhance our listing business through the launch of market intelligence and the acquisition of Bloom Partners and making NASDAQ the preferred listing destination as demonstrated by the number of listing switches. In 2008 we had eight large companies switch from NYSE representing a total of $78 billion in market capitalization. Obviously at one point that market capitalization was significantly higher then that $78 billion but that is the times we live in.

These firms include News Corp, ADP, CME, Computer Associates, Seagate, among others. Another 51 companies switched from the American Stock Exchange to NASDAQ and nine of these posted acquisition by NYSE in October. In November we also were the first exchange to announce our global listing center. This center facilitates and easier and more integrated listing process across all our markets saving our companies time and administrative and legal costs.

Operationally we performed extremely well during what was an unprecedented time in the financial markets. Our trading technology systems maintained their high level of performance as trading volumes grew significantly. The important thing to note is that this was accomplished with little need for the enhancements and with little additional capital.

On the integration front we have done incredibly well. As I mentioned, the PHLX transaction accreted immediately and we were able to achieve the $100 million in expense synergies from the OMX transaction in 10 months an incredible 14 months ahead of schedule.

Recently we received the honor of being named company of the year by Forbes Magazine. In the January 12, 2009, issue NASDAQ OMX was recognized for its ability to capitalize on opportunities during the prior year. I think that sums up our year pretty well. These accomplishments speak to who we are. Moving forward, we recognize that during times of great economic uncertainty there are great opportunities for well run companies with the vision and the means to invest in growth opportunities.

In 2009 we will invest more in our future then we have ever had before. We will run our business as we always have and that is in dynamic growth mode, not in transition mode. Our focus and determination will remain on maintaining our monocle focus on operational efficiency, successfully integrating our acquisitions and remaining opportunistic by leveraging our core strength, our technology platforms to identify new opportunities to grow our business.

With that I will turn the call over to David.

David Warren

When reported on a GAAP basis our net income for the fourth quarter was $36.8 million or $0.17 per diluted share. These results include certain expenses and charges that are non-operational in nature including a $47.4 million non-cash pre-tax loss primarily related to a forward contract to hedge the Norwegian Krone cash payment for the acquisition of Nord Pool Clearing International Derivatives and consulting subsidiaries.

Also was a $34.9 million non-cash charge related to an other then temporary decline in the fair value of an available for sale investment in Oslo Bors, and $9.5 million in pre-tax merger related expenses. Excluding these items non-GAAP net income for the fourth quarter was $112.1 million or $0.53 per diluted share. When compared to the pro forma non-GAAP results of prior periods net income increased 35% from the fourth quarter ’07 and 2% quarter on quarter.

I plan to speak to our non-GAAP and pro forma non-GAAP results for the remainder of my prepared remarks unless I otherwise note. I also wanted to direct you to a PowerPoint presentation that is available on our website which provides an overview of our results. During my prepared remarks I’ll speak to specific slides in this presentation and the remaining slides are available for you as a reference.

First, I want to provide you with more detail regarding the composition of our financial results by currency so that you can gain a better understanding of the impact fluctuation in foreign currency exchange rates have on our results.

Please refer to slide 10 of the Power Point presentation I just referred to. This table breaks out our Q4 revenues and expenses by the various currencies in which we operate. When reviewing the table you’ll see that approximately 68% of our net exchange revenue is generated in US Dollars while 5% is in Swedish Kronas, 13% in Euros, 3% in Norwegian Krones, 4% in British Pounds, 3% in Danish Krones and 4% in other various currencies.

On the expense side 56% of our total non-GAAP operating expenses are generated in US Dollars while 11% is in Swedish Krona, 6% in Euros, 6% in Norwegian Krone, 8% in British Pounds, 5% in Danish Krones and 9% in other various currencies.

To sum it up, when compared to the third quarter this year the stronger dollar resulted in a $0.02 per share negative impact on our fourth quarter results. Compared to the fourth quarter of last year the weaker dollar this quarter resulted in a $0.01 per share negative impact to Q4’08 EPS. It’s our hope that providing you with this additional information will make you better informed about modeling and interpreting the impact of FX on our earnings results.

Now moving on, as I’ve done recently I’m going to highlight a few specifics while dispensing with the detailed review of the performances of each business as I think they are well covered in our press release. Net exchange revenues for the quarter were $402.6 million a decrease of $7 million or 1.7% year over year and down about 1.9% sequentially.

Sequentially 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. Also contributing to the sequential decline was the negative impact that the stronger dollar had on revenues generated in foreign currencies. As just discussed on slide 10 you can see that FX changes had the effect of reducing revenues in Q4 ’08 by $18 million when compared to the fourth quarter of ’07 and $19.4 million when compared to the third quarter of ’08.

Now turning to expenses, fourth quarter 2008 total expenses on a non-GAAP basis were $213.1 million representing a decline of $47.5 million or 18% from the $260.6 million in the pro forma non-GAAP expenses that we recorded in the fourth quarter of ’07. This reduction reflects the achievement of the $100 million in annual synergies that we committed to when we announced the OMX transaction. As Bob mentioned we achieved these synergies 10 months after closing the transaction and 14 months ahead of schedule.

Also contributing was a reduction in spending are synergies from the PHLX transaction and changes in foreign currency rate. FX had the effect of reducing operating expenses by $15.3 million in the fourth quarter of ’08 when compared to Q4 of ’07. Total expenses also declined sequentially dropping $8.9 million or 4%.

Also during the quarter we closed on our transaction to acquire certain businesses in Nord Pool which upon closing was re-launched as NASDAQ OMX Commodities. The fourth quarter ’08 results include partial results from partial contribution from OMX Commodities following the close of that transaction on October 21st including $8.4 million in revenues and $6.2 million in expenses.

Non-GAAP operating income was $189.5 million an increase of 27% from the year ago period and up slightly when compared to the third quarter of this year. This result represents an operating margin of 47.1% up from 36.4% a year ago and up from 45.9% in the third quarter of this year.

Our effective tax rate for Q4 was fairly high, 51.9% an increase over the 39.4% we recorded in the last quarter. I do want to mention the number of contributing factors here. As I mentioned earlier fourth quarter 2008 non-US earnings included pre-tax losses of $47.4 million from the foreign currency contracts related to Nord Pool. This was recognized in a lower tax jurisdiction causing our effective tax rate to increase. Further, the charge of $39.4 million that we took on the Oslo Bors investment is not deductible for tax purposes and that loss flows directly to the bottom line.

Excluding these items as well as the merger related expenses our normalized effective tax rate in Q4 ’08 was 33.5% and that is down from the approximately 35% number that we had for Q3 computed on the same basis.

Now turning to the balance sheet, cash equivalents and financial investments at quarter end were $793.1 million. Of this amount $525 million is reserved for regulatory requirements. Cash flow from operations was approximately $176 million for the quarter. Our total debt obligations at year end were $2.5 billion reflecting a decline of $37.3 million from the end of the third quarter.

This reduction is consistent with the comment I made during our last quarter’s earnings call that we would continue to pay down our Libor based debt each quarter. In 2009 we are scheduled to pay down an additional $225 million of this debt or approximately $56.25 million per quarter.

A new comment on our convertible debt, beginning in 2009 a new accounting rule requires convertible debt instruments to be bifurcated into two separate components; an equity component that will be classified as a component of shareholders equity and a debt issuance component that will be recorded at a discounted value. We have made these calculations and the discounted value of approximately $85 million has been reflected in shareholders equity and will be accreted back to par value through the income statement by increasing interest expense.

Some of you probably need to understand this in terms of how we will be reporting 2009. This is a non-cash item and it’s expected to have a negative impact to our pre-tax reported earnings of $13 million for the entire year of ’09 or approximately $0.04 per share.

Now we turn to 2009. We expect total operating expenses to be in the range of $840 to $860 million. Included in these figures are approximately $30 million of non-recurring merger related expenses. Also included in these figures are approximately $40 million in spending for new initiatives such as IDCG, the NASDAQ Clearing Corporation and introducing EMCF as our central clearing party in the Nordics just to name a few.

Regarding capital spending, we anticipate that in 2009 we’ll spend approximately $50 million on capital roughly in line with the $54 million that we spent in ’08. Capital spending for the fourth quarter of ’08 was $15.7 million.

Now 2008 is not without its challenges. The dollar has continued to strengthen against many of the foreign currencies in which we operate. At the current spot rate this creates a headwind of about 5% when compared to fourth quarter revenue. Also, cash equity trading volumes were down in both US and in Nordics. Volumes matched by our systems in the US are down more then 14% quarter to date as compared to average daily volume in Q4’08. This includes a decline in market share of about 2.7%.

In the Nordics trades are down approximately 19% while value trade is down again by approximately 19%. In market data we continue to be concerned about erosion to our subscriber base as a result of declining employment in the financial services sector.

We will continue to do what we are good at, staying focused in executing our operating plans for ’09. We have built and diversified business model, measured by asset mix and geographic region which have solid growth opportunities.

As for me, and on a personal note, it is hard to leave a company that you’ve thrown your heart and soul into for more than eight years but it is time for me to move on to new opportunities. Those of you, who have come to know me, have come to appreciate or maybe at least recognize my sense of humor. You’ll still be forced to deal with me for two more quarters and through the transition period of my responsibilities to Adena which I look forward to.

There will be plenty of time for good byes later. For now I’ve got work to do and Bob and I look forward to taking your questions.

Question-and-Answer Session

Operator

(Operator Instructions) Your first question comes from Dan Fannon - Jefferies

Dan Fannon - Jefferies

Given some of the goals of some of your competitors for market share gains how do you guys look at your market position for 2009. Is it something we should be thinking about you guys be on the more defensive or what is your outlook?

Bob Greifeld

First, we’re surprised that some of our competitors reduced their market share goals quite dramatically from the times of the transactions. From that point of view I guess we were encouraged that their expectations were that much lowered. That being said, what I’ve spoken to before is that in early 2008 we matured into the view that we had to make sure that we had the proper balance between profitability and market share. We are very comfortable with that balance as it exists today.

We are also proud of the fact that we are, on a regular basis, achieving the 20% options market share that we set as a goal for ourselves about two years ago.

Dan Fannon - Jefferies

As you look at the OMX business and you’re in the process of launching the EMCF can you talk about what that means in terms of growth or what the opportunity there is with that.

Bob Greifeld

EMCF is live and operational. We’re focused on making it functional in the Nordic marketplace. Yesterday we received some good news and I think the regulators will allow us to go forward with optional CCP in the Nordic marketplace. When you look at our opportunity in the cash equity space in the Nordics it’s quite straightforward. One is we see a very low level of velocity and when you understand the fact that we don’t have the technology in place or the connectivity options in place the customers we can see why that state of affairs exists.

We are certainly anxious as are our customers to be able to trade on a co-located basis in the Nordics. Our game plan is quite straightforward. First, we need to get CCP in which allows those various market participants to enjoy the benefits of central counterparty and not have to worry about the cost of bilateral clearing so that’s what we do first. Second is we replace technology platform with INET. We have certainly a large enough data center to offer co-location services and we gradually transition the pricing that makes it attractive for the high velocity players in London and the US to play.

It’s a great opportunity for us. Two thousand nine is a building block to allow us to basically monetize that in 2010.

Operator

Your next question comes from Roger Freeman – Barclays Capital

Roger Freeman – Barclays Capital

If you look at some of the markets it looks as you’ve actually be fairly offensive in terms of trying to build market share. You’re going to be out with inverted pricing in Boston, you’ve got some inverted pricing within options. It looks like part of the playbook that’s worked for you successful in the past. Is it the same strategy, do you go with these more aggressive pricing schemes and then as you build the share up you pull back. Specifically on Boston, do you think that there’s risk that you’re going to pull share over there from your existing market then when you reverse the pricing it just goes away again.

Bob Greifeld

One is we feel quite satisfied that we finally have the second license up and running. Our technology folks again were ready in record time we just had to get through the regulatory approval. Its there and as we said before, it gives us flexibility with respect to our pricing where you don’t have to go back to share one on the main market, the main NASDAQ OMX market and basically re-price.

In March you’ll see us using that second license as a very effective weapon. We’re excited about the impact we have. With respect to pricing it is a monthly decision to what is the proper price. The pricing we put in place with Boston today one thing I can assure you it will not be the pricing forever. Certainly our customers expect that. We’re happy to launch it, it is the pricing we plan to stay with for a bit but we know it’s not permanent.

Also in the March pricing you see that the other side of the balance. Our pricing actions on Tape B are clearly about revenue capture and not so much about market share and we think that will have a positive impact to us.

Roger Freeman – Barclays Capital

In terms of the cash equities market share in the US there has been some down trend across all three tapes and given how you price to gain market share in the past should we expect even more offensive measures to rebuild share or are you satisfied with where you’re at right now.

Bob Greifeld

The first thing I would say is that you recognize the US equity volume is up 6.1% January to January. In February the numbers are quite dramatic where the volume is up 46%. The overall volume and obviously the overall revenue is in a good zone and certainly going beyond what we had forecasted for 2009. The start for 2009 has been very strong. We obviously approach each day with its own degree of trepidation based upon the macro economic climate. We’re happy to have now two months in that we’re clearly higher then what we thought.

That being said, we are launching offensive pricing. We’re doing it through our Boston operation and it’s clear that we have focused on the take out rate with the Boston licensing. We like that strategy. With respect to our main matching engines, as I said, we’re comfortable with the proper balance between market share and profitability.

Roger Freeman – Barclays Capital

In Europe what’s your early read on the MTF the share is fairly small there you’ve got basically free execution. What do you need to do there to grow that?

Bob Greifeld

We need to persist. If you look at the hallmark of our operations we know how to focus and focus over time. We like the landscape with respect to our competitive positioning over time. We certainly know that we have our short term challenges but if we look at the fundamental building blocks for success they are coming into place and that we have an increasing number of customers hooking to our system.

We had a couple customers who were part of other consortiums who did not want to hook up to ours; they have now changed their mind. The proper building blocks are in place and we know that will be reflected in the numbers at some point in time.

Operator

Your next question comes from Rich Repetto - Sandler O'Neill

Rich Repetto - Sandler O'Neill

On the expense guidance does that include the synergies as you transform OMX and PHLX on to the IDA platform? You did say that you’d give us more specifics on that at year end.

David Warren

That does include them. All of that is worked into the spending plans for the guidance we’re giving for ’09.

Rich Repetto - Sandler O'Neill

I’m assuming you’re assuming current FX rates.

David Warren

Yes, current rates, that’s a good question to be clear about that.

Rich Repetto - Sandler O'Neill

Can you talk about how much savings that is in that technology? You said it was coming.

David Warren

I know we talked about it but in the end it became difficult to identify that as we were managing it in a number of different areas. Clearly what’s happening is it is incorporated into the spending plans that we have. There are definitely continued synergies that we’re gaining from the acquisitions of both OMX and PHLX and we’ve also put in about $40 million into investment which actually is an increase over the amount we had in our sending plan for last year was about $15 million.

Bob Greifeld

We said $840 to $860 million that includes $30 million of one times. The real range is $810 to $830 million. In that $810 to $830 million is $40 million of initiatives, the larger initiatives and known on this call obviously are efforts in London and our IDCG efforts, our clearing efforts, our investments for our future which we’re very comfortable making but certainly has the result of impacting the cost base. On a steady run rate you were saying its $770 to $790 million ex initiatives. That’s a breathtaking change as compared to just the end of 2007.

Rich Repetto - Sandler O'Neill

Right, if you look at your run rate now its somewhere around $850 million.

David Warren

Yes, that’s right.

Rich Repetto - Sandler O'Neill

We can back into these initiatives. A question on you said eight, I knew of four or five of the clearing initiatives I didn’t know eight.

Bob Greifeld

Don’t ask me to name them all.

Rich Repetto - Sandler O'Neill

We’ll stick to the big ones. The one that is interesting is the interest rate swap. I know this meant some contracts to put on IDGC. Contrast the CDS and the issues with CDS that was expected in late 4Q and was still not there and what you expect and you already have contracts on IDGC in the swap market.

Bob Greifeld

One of the amazing accomplishments of 2008 was the fact that we received approval from the CFGC and we’re live. When you think back to the early 2008 we didn’t have as old NASDAQ any assets in the space. We came together with OMX and they had the technology platform Genium, previously known as Click that we could modify to make it suitable for interest rate swaps and we had here in the States relationships that we put together.

The teams, went hard to work and really the first combined effort for the new organization worked on a 7/24 basis, demonstrated a complete end to end solution to the CFTC in November we received approval in December. Now we’re putting trades up. When you think about CDS going sideways we went straightforward.

In terms of the real success of this organization we clearly need dealer support and the dealer support intellectually is there. It requires some coaxing from regulators, legislators and/or customers to move it along to next stage. We’re obviously actively involved in those discussions right now. It’s trying to change the world and everybody knows the world has to change. We just want it to change in a faster timeframe rather then a slower timeframe.

Rich Repetto - Sandler O'Neill

Volumes are holding up in the equity space in the US cause its share based better then any area then I can really look at right now. The anecdotal evidence and information is that the algorithms are taking a bigger part of it. Are you concerned that we have high volatility but we’re expecting cut backs on the buy side. Are you concerned that volumes could drop off if that plays out where the true institutional buy side volumes drop?

Bob Greifeld

I would be foolish not to be concerned and concerned about a lot of things in the economic times that we live in. As I said in the fourth quarter we came to the general feeling that the volumes were obviously related to volatility and the volatility was related to turbulence in the economy. Our feeling was that 2009 is going to have a fair amount of turbulence still we’re driving volatility in volume. So far we’ve actually been proven wrong in that the volumes have been higher then we thought. We think that will persist through 2009.

The other part of your question to answer it almost directly is yes we see the algo players are more dominant as a percent to the volume in the market share. The question that we and nobody else has the answers for is how much of this derived volume is a result of the natural institutional buyer and seller and what is the ratio to the extent there’s a million shares of natural buying and selling interest is that turn into 10 million shares in the market, 20 million or 30 million.

We don’t really know what that ratio is and so as there could be some decline in natural volume what’s the ripple down impact on it. We have our different models and theories but it’s nothing more then that, there are no signs to it now.

Operator

Your next question comes from Rob Rutschow - Deutsche Bank

Rob Rutschow - Deutsche Bank

I wanted to follow up on the expense questions, it looks like you’re projecting including the initiatives a run rate of around $205 million if I take the mid point and you’re about $213 million this quarter excluding charges. The question is, you’re looking for additional expense reductions, where within expenses should we look for the most reductions, personnel or is it other places. What would be the timeframe for that?

David Warren

You’ll see that as we’ve done we are able to drive spending down in basically all categories. The larger reductions would be in personnel and in the expenses supporting our technology. However, in terms of how it flows you’re right on your analysis but in terms of the timing of these saves there’s a lot of work that’s being done right now and if you want to understand how those saves will come in the will be gradual over the course of the year.

Bob Greifeld

$213 million is the number in the fourth quarter. If you take the mid point as you’ve done its $205 million the initiatives are $10 million a quarter. In effective run rate we’re getting down below $200 million closer to really $195 million. Coming on the heels of the outstanding progress we’ve made in 2008 that’s a remarkable number.

The key discussion here is these initiatives given the track record of this management team represent a wonderful opportunity before us as I referred to in my opening comments in these uncertain economic times we actually have more initiatives, more investments in our future then we’ve had any time in my time at NASDAQ/NASDAQ OMX. We’re happy to have this amount of opportunity. We don’t fund it because think we should, we do because we see great opportunity.

This is company that’s now delivered and has in these uncertain economic times just more opportunities then we could have conceived of as little as six to nine months ago.

Rob Rutschow - Deutsche Bank

It looks like your average trade size in the Nordic region has been dropping which has certainly helps hold up your revenues. Do you see that continuing or maybe accelerating once you roll out clearing? If you can talk about the dynamics there that are driving that.

Bob Greifeld

We certainly do see an acceleration of that as we roll out clearing and a further acceleration as put a new platform in towards the tail end of this year. We certainly predict that the Nordic market, the European market and the US market will be very similar in very short order. At this point the Nordic market is somewhat different because of its lack of clearing and the technology approach but that’s going to change rapidly, represents a tremendous opportunity for us as we look at 2010.

Rob Rutschow - Deutsche Bank

In the US you’re running two different option platforms any anticipated change there going forward?

Bob Greifeld

We’re very pleased with our positioning in the options marketplace we’ve said before we don’t expect the options marketplace to transform the way the cash equity market did. We believe there’ll be a bifurcated market structure in the post decimal world. We’re seeing that, we clearly think the price time model will have great success in the decimal world and will grow over time.

The established dealer function that exists with Philly, ISC or CVOE is an enduring value. Post acquisition Philly beyond cost savings we have seen an increase in market share at the Philadelphia Exchange and as we consolidate to the new platform in the second quarter we have a variety of initiatives that we’re anxious to launch that will help us gain further share.

Rob Rutschow - Deutsche Bank

On your debt, you’re looking to retire debt are you anticipating that that could help your credit rating? Does the credit rating have any impact on any of your clearing initiatives considering that most clearinghouses are soon to be AAA credit rated?

David Warren

As we continue to pay down our debt on the aggressive schedule that we have we do reach a point when we come down to a leverage point where we are a stronger credit. That typically would come at a time when you’d be potentially looking to sell more which is not where we are right now. With respect to the clearing we have taken steps already last year to ring fence our clearing operations in Stockholm and those do receive a higher A rating. I would direct you to the S&P report on that for the description of that.

Operator

Your next question comes from Bob Napoli – Piper Jaffray

Bob Napoli – Piper Jaffray

Congratulations on those cost saves that is pretty impressive and a run rate going into 2010 very interesting. Your margins on cash equities you’ve held the margins there or improved them your major competitor has become much more aggressive on gaining market share on their pricing structure then you have DirectEdge and BATS out there with big market share gains.

What do you think is going to happen in that market sector with so many competitors being much more aggressive on share, what is the end game, are there going to be two players, are price cuts going to have to be made to a certain point where the up starts probably can’t make a go of it, somebody has to acquire them. Is there room for four cash exchanges in the US?

Bob Greifeld

Our viewpoint is quite simple. At the end of the day there should be one exchange calls NASDAQ OMX that does all the transactional activity for the entire planet. Until we get to that day we’re still on the march. That being said, when you look at exchanges they’ve enjoyed the benefits of monopolistic positions in their home markets and those monopolistic positions are breaking down on a fairly rapid basis around the planet.

The question is how do you compete in the new world. When you look at established exchanges they typically have benefits of scale based upon that monopolistic position and when you look at the up starts they have benefits of efficiency because they’re starting the store front with new technology and probably some limited QA capability.

Our goal is to be the first exchange that brings both benefits to the table where we have extreme efficiency and we’re leveraging massive scale against that and we’re on that march. Until you do that you have the ability to serve two masters in that you can then have a pricing plan that delivers value to your customers, it makes it impossible for the up starts to match on a profitable basis. You magnify that impact by making sure that you have the same cost structure in place as the up starts.

That’s what we’re about; we want to leverage massive scale against extreme efficiency. The fundamental economics of a transaction processing business it gives you a different business model then any up starts and that’s your true bear to entry for your competitors.

Bob Napoli – Piper Jaffray

Of all the initiatives that you are currently undertaking where do you expect to see the most measurable progress revenue generation wise, P&L wise over the next two to three years?

Bob Greifeld

We have high expectations for a number of these initiatives. With respect to size of market we’ve spoken clearly about the interest rate swap market, the notional value of that market and what that means in real dollar terms it’s a large opportunity. That will develop into a large market whether its eight or nine digits per year I’m not sure right now but if its eights it’s going to be in the high eight figure number and hopefully it’s nine, we don’t know.

We look at the European cash equity marketplace and we have a fundamental belief that it will look and feel like the US in the next three years. We see that velocity trading in Europe is just not what you have in the States. We think that will change as clearing varies come down and there’s more competition and more choices with execution venue. That’s a large opportunity.

When you look at the high volume days in 2008 we were doing over six million trades per day. You would see a large European exchange such as LSC do 800,000 trades a day. That will change so that’s an opportunity as a trade growth happens. We look at the Nordic market they really only do a couple hundred thousand trades a day so tremendous opportunities to enlarge that market and bring more efficient structure. These are lots of big opportunities around those are two of them.

Operator

Your next question comes from Mike Vinciquerra - BMO Capital Markets

Mike Vinciquerra - BMO Capital Markets

You’ve been obviously very busy in 2008 you had a number of acquisitions and a lot of integration activity going on. Are we at a point now where you guys feel like you have most of the pieces in place that you’d like to have for the time being or should we expect 2009, in other words, to be quieter and a year of integration and really pushing these new initiatives forward.

Bob Greifeld

We’re going to say what we’ve said before, we take great pride in making sure that the transactions we do, and we actually deliver to our customers and the shareholders the benefits. We said we would not entertain any major transactions until we have done that. Obviously the numbers that we present today and the guidance we’ve given you for 2009 shows that we are very much along the path to doing that and we’re proud of that.

That allows us to raise our head and look at the wider world in a more comprehensive way then we might have done six months ago. That’s all I can say, there’s no conclusion from that because we don’t have a conclusion we don’t know.

Mike Vinciquerra - BMO Capital Markets

One particular transaction the Nord Pool if I’m reading your documents right you spent about $320 million in cash for that and the statistics you gave if I annualize them for this quarter would give us maybe $10 million annually in earnings run rate today so it’s a pretty expensive price but obviously you’ve got to be thinking that there’s growth in the market and maybe you can make the markets more efficient. Can you address what you plan on doing with that particular operation?

David Warren

Those are the numbers that I mentioned right after acquisition. We are now doing the work on that. That acquisition like all the acquisitions we do we do on the basis of achievable synergy opportunities that make the acquisition accrete to our shareholders. There’s work going on right now in expenses and in clearing synergies that definitely will improve the performance. If you look at the first couple of months of operation having just closed on it that is not in any way an indicator of how that business will perform.

Bob Greifeld

We’re very comfortable that Nord Pool fits within our acquisition discipline and will provide the return to our investors and our shareholders as the others have.

Mike Vinciquerra - BMO Capital Markets

It was an existing operation so it’s not like you were starting from quarter one were you?

Bob Greifeld

No. We obviously need to consolidate technology platforms and in addition with Nord Pool is an opportunity to gain efficiencies through the clearing because Nord Pool is one of the 18 clearing houses that we own and certainly we want to consolidate it into our Nordic Derivatives clearinghouse and that will free up capital and earnings.

Operator

Your next question comes from Mike Carrier – UBS

Mike Carrier – UBS

On the balance sheet, I know there’s a lot of noise going on but the one thing that just stood out is the increase in the accumulated other comprehensive loss that went from $37 million to $619 million. I’m trying to understand is that related to investments in some of the other exchanges in line with what we’ve seen across the industry some impairments such as maybe unrealized or is it related to securities.

David Warren

It’s not about impairments. We have about 60% of our goodwill is valued in Swedish Kronas. We need to bring that back and we have to value that back into our consolidated balance sheet with each close. You have the dollar from Q3 to Q4 appreciating 20% against the Swedish Krona. That means that you’re going to bring down your goodwill and in bringing down your goodwill you’ve got to adjust your OCI.

The way it works you’re going to bring those back in and you’re going to recognize gains and losses in subsidiaries through other comprehensive income. This particular time we brought that back with a reduction in value so we have to recognize that in OCI.

Mike Carrier – UBS

On the European side, the European market there’s a lot of inefficiencies there one is just transaction fee relative to the US there’s opportunities there, there’s the technology and the routing that you guys have then there’s also the clearing with your stake in EMCF. I’m trying to understand there are a lot of competitors; everyone’s going after the market.

What do you guys think from talking to your customers? Obviously you can compete on price on the transaction side but on the clearing is it providing the clearing across different markets and lowering the clearing fee? Like priority wise where do you think you have a better advantage then your competitors to gain a bigger share of that market over time?

Bob Greifeld

The first is as we look at Europe and we say we like to have the European market to similar velocity characteristics as the US the examination of the differences clearing pops out. It’s in our self interest and it’s in the interest of the market to have a similar cost of clearing across countries that we have in the US. With EMCF we’re proud to have taken the lead by announcing that it will be interoperable with other clearing firms. We think that, from a strategic point of view is the right move and its one of the necessary conditions for us to bring about increased velocity into the marketplace.

We have an equity interest in EMCF and we certainly think that’s a wise investment for us but our greater good is to make sure the clearing and the European market gets to be more efficient. That will give us the amplified opportunity on the equity trading part in Europe.

Operator

Your last question comes from Howard Chen – Credit Suisse

Howard Chen – Credit Suisse

Could you discuss a bit about your current broader outlook for the market technology business. Maybe some color on recent business wins and/or losses and what the pipeline looks like and how reliable that is in your mind.

Bob Greifeld

We’re proud of the fact that the market technology is transitioning to it’s a more profitable model. We have in this business a complete focus on profitability and we don’t focus on market share. We also recognize that this is a great opportunity for us to lever this technology into more strategic relationships above and beyond vendor relationship. That’s the direction we’re marching in.

That being said, you saw some tremendous success within market technology. We’re proud of the TOCOM deal that was signed in Tokyo last year. I would definitely point you to the MOU that we signed with Osaka a lot of times I criticize the meaningless MOUs signed between exchanges, this one is meaningful and will result in a substantial relationship between our different markets.

We saw that the Columbia exchange went live with our products today. We’re seeing a very strong demand for the product and we’re making sure that we point the ship into a profit and a strategic driven relationship with our customers.

Howard Chen – Credit Suisse

In your commentary you spoke to regulatory capital around $525 million that figure continues to trend higher as you diversity the franchise. I think I remember when it was $75 million. Is that a fair run rate from here? I’m trying to get a sense of how much cash we should expect.

David Warren

Part of what’s going on in our clearing business is a number of the synthetic providers of clearing capital have been downgraded to the point where we have to put more of our cash into those operations. The plan we have for 2009 is to work to address that so that’s not a good proxy going forward.

Bob Greifeld

That number will go lower.

Howard Chen – Credit Suisse

What do you view at the working capital for the company and with your comments about de-leveraging how much cash should we expect you to keep on the balance sheet in ’09?

David Warren

We’d like to keep our working capital reserve about $225 million under our current operations.

Bob Greifeld

I appreciate everybody’s time this morning. We do have Shrek waiting for us for the market open. As we know, the markets do have to open on time so I look forward to talking to each and every one of you in the days to come.

Operator

That does conclude today’s conference. We thank you for your participation you may disconnect at any time.

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Source: NASDAQ OMX Group Inc. Q4 2008 Earnings Call Transcript
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