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Wall Street Breakfast

The Nasdaq Stock Market, Inc. (NASDAQ:NDAQ)

Q2 2007 Earnings Call

July 19, 2007 10:00 am ET

Executives

Robert Greifeld - President and CEO

David Warren - CFO

Vince Palmiere - VP of IR

Analysts

Roger Freeman - Neiman Brothers

Daniel Harris - Goldman Sachs

David Grossman - Thomas Weisel Partners

Richard Repetto - Sandler O'Neill

Patrick Pinschmidt - Merrill Lynch

Rob Rutschow - Deutsche Bank

Ken Worthington - J.P. Morgan

Don Fandetti - Citigroup

Niamh Alexander - CIBC

Mike Vinciquerra - BMO Capital Market

Edward Ditmire - Fox- Pitt Kelton

Presentation

Operator

Good afternoon and thank you for joining the NASDAQ stock market earnings teleconference. All participants will be in a listen-only mode until the question and answer session. (Operator Instructions).

You host for today, today’s conference is Mr. Vince Palmiere, Vice President of Investor Relations. You may begin sir.

Vince Palmiere

Thank you operator. Good morning everyone and thank you for joining us today. Joining us are Robert Greifeld; President and Chief Executive Officer, David Warren; Chief Financial Officer and Ed Knight our General Counsel.

Following the prepared remarks, we’ll open up the line for Q&A. If you haven’t done so already, you can access the results press release on our website and at the NASDAQ newsroom website at nasdaq.com.

If you have any follow-up questions, you can always give me a call afterwards at 212-401-8642. Before I begin I’d like to remind you that certain statements in the prepared presentation and there’s going to be material during the Q&A period that 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 10K and periodic reports filed with the SEC.

And with that, I’m going to turn it over to Bob.

Robert Greifeld

Thank you, Vince. Let me start by saying that we are very proud with our second quarter results as they demonstrate our continued ability to grow our business and dramatically increase profits. Net revenue increased 16.1% from the prior year period and represents the 11th consecutive quarter of sequential growth, while our operating income grew to $99 million, a new record high for NASDAQ. It’s also 21.6% higher than the record level that we just reported in the first quarter of this year.

In the first quarter of 2005, we had outstanding results with an operating income of $23.6 million. Last year we had outstanding results of operating income of $36 million. This year, $99 million. These numbers speak for themselves and they represent the tremendous progress that the team here at NASDAQ has achieved.

Our maniacal focus on executing our business plan has allowed us to grow. Within market services, net revenue grew by 18.8% from the prior year. This was driven by a higher market share, higher matched volumes and new product innovations. NASDAQ became the largest single pool of liquidity in which to trade equities during the quarter, a truly significant milestone.

Our match market share of U.S. listed equities grew to a record 28.8% for the quarter and volume match in our systems grew 19.7% from the prior year to a record average of 1.6 billion shares per day. When compared with other major exchanges across the globe, NASDAQ experienced the highest growth in on-book value traded for the first six months of this year as compared to the same period last year.

Our on-book value trading grew 55% compared to 30% for the LSE, 46% for the Deutche Bourse, 26% for Euronext and 19% for NYSE group.

Our success in gaining match market share has in fact come at the expense of the NYSE (inaudible) organization. Prior to their merger as published in the city document, the combined organization predicted NYSE-listed market share of 80% for 2007. It is currently under 60% with the floor of NYSE under 50%. For NASDAQ-listed stocks, the organization predicted touch volume in 2007 of 31%. The current number is around 19%.

Our progress in driving the floor of the New York Stock Exchange into the history books is truly breathtaking. But most importantly, it is a work in progress. In July of this year we have set multiple match records with respect to NYSE volume and we have in fact exceeded 18% on several occasions. In addition, within our business, we have recently expanded our comprehensive suite of crossing products with the launch of the intra-day and post-close cross.

We achieved another record day in the closing cross during the Russell rebound of June the 22nd at 678 millions shares, representing a record $11.7 billion was executed in the closing cross in a record 1.9 seconds.

We also announce plans to introduce an ETF market supported for designated liquidity providers. At the largest pool of liquidity trading 52% of all ETF volume, we are solidifying our leadership position with this effort. Our success is evidenced by the fact that many of the major specialist units and black box trading firms have committed to this program in addition to our traditional market makers. Within data products, demand for our products continues to be strong with total use subscribers growing more than 50 percent from the prior quarter, and NTBF subscribers growing more than 8 percent. Also, our focus on product innovation was acknowledged with NASDAQ being recognized by inside market data as the best data provider among security exchanges for the second consecutive year.

Within issue of services, we continue the rapid pace of product introduction within our corporate client services. In particular, we see that the products that we offer now represent 20 percent or over 20 percent of CCV revenue and more importantly, they are very rapidly growing. In the prior quarter we saw that our revenue increased compared to the year ago quarter by 29 percent and very interestingly, quarter on quarter increased by 12 percent so our pace of change, our pace of growth is actually increasing. In the last quarter we have turned our attention to products geared for the Board of Directors. We offer one of the most comprehensive product suites of Public Company Boards, with the acquisition of Directives desk. It's a product that will in fact streamline board communications in a dramatic fashion.

We also launched board recruiting. A very sophisticated matching system helps companies identify and recruit board members. These services are in addition to the DNO insurance that we already provide. Also, within corporate services in the quarter, we announce plans to launch pinpoint market intelligence to provide issues with accurate and timely analysis of trading. During the quarter we continue to build upon our strong fourth quarter performance for new company listings as the page continues from the highest number of ideas since 2000. There are 42 IPO's for the quarter, 14 percent more than the same period last year and 71 total new listings as NASDAQ continue to capture more new listing than any other U.S. exchange.

Now, turning to strategic initiatives, earlier this quarter we announce our planned combinations with OMX. This transaction will create the worlds' premier exchange and technology company, bringing together two companies with a common culture and a vision set around the power of technology in the exchange phase. As the leading provider of technology to exchanges around the world, we have an opportunity to create an unprecedented trading network and product channel for the exchanges.

This transaction will also provide with an excellent platform for geographic and product diversification. It's important to note that yesterday OMX reported again very strong interim results with earnings for shared growth increasing by 50 percent on a higher transaction buys and higher listing. It clearly demonstrates the strong fundamentals of their business. But most importantly, since the announcement of the merger, our teams have had the opportunity to work together on immigration planning. The team at OMX let by Magnis Faukter is an incredibility talented group of individuals who share with NASDAQ a culture of operational excellence and innovation. Our confidence in achieving the goal through this merger has increased since the announcement of the transaction.

We have truly accomplished a lot in the first half of 2007 and we are extremely excited about the second half. We expect to continue to grow our market share, but most importantly, the team that has executed so well will enter an era of increased scope in our activities. We'll bring our maniacal operational focus to the portal market, to the options market and we'll start our mission as NASDAQ OMX in the second half of 2007. I look forward to speaking with you about the progress of these exciting changes as we move forward. Thank you and I will turn the call over to David.

David Warren

Thanks Bob and good morning everyone. We are extremely pleased with our results this quarter, as operating margins reached 49.8%, demonstrating our ability to drive synergies from our acquisitions, while at the same time introducing new and innovative products and services.

Revenues plus liquidity rebates, brokerage clearance, and exchange fees which I'll refer to as net exchange revenues, increased to $198.7 million from $171.1 million in the year ago quarter, and $192.1 million from the first quarter. Within market services, net exchange revenues were 127.9 million, up 18.8% from the 107.7 million in the year ago quarter, and up 1.8% sequentially.

NASDAQ Market Center revenues increased 46.5% from the year ago quarter, primarily due to higher execution market share for New York and Amex listed equities, and higher access services revenues, which increased $5.9 million or 45% from the prior year quarter, due to increased demand for customer connectivity.

Included in market center execution and trade reporting revenues is $73.1 million in SEC fees that were brought down from 98.5 million the first quarter, and up from $27.3 million in the prior year quarter. The decline in SEC revenues sequentially is due to a rate decrease implemented by the SEC. Also, please note that included in cost of revenues is a corresponding SEC fee that offsets the amount included in revenues.

In market services subscriptions, revenues increased 1.8 million or 4.5% from the prior year quarter. However, you may recall that there were adjustments recorded in the second quarter of 2006 to account for changes in the UTP plan. Effective February 7, 2006, NASDAQ was no longer required to share NQDS revenue under the plan. Adjustments to reflect this change were made in the second quarter of 2006, and included some catch up adjustments to account for first quarter activity. As a result market services subscription revenue were higher by $1.3 million for the second quarter, 2006, with proprietary revenues higher by $5.5 million, non-proprietary revenues lower by 5.5 million, and UTP sharing lower by 1.3 million.

If you back out the adjustments to normalize to second quarter '06 results, the growth in total market services subscription revenue was 8%. Proprietary revenues increased 19.9%, non- proprietary revenues increased 8.4%, and UTP plan sharing, 54.7%.

Now moving to issuer services, second quarter revenues were 70.7 million, up 11.5% from the 63.4 million recorded in the prior year quarter. Driving the increase in corporate client group is our expanding sweep of services offered to listed companies, including Shareholder.com, Prime New Wire, Carpenter Moore, which are included in corporate client services. This revenue line is up nearly 29.4% from the prior year quarter. Also, annual renewal fees increased due to a revised fee schedule introduced earlier this year, and are up about 15.6% to $31.1 million.

Within financial products, revenues declined slightly, $300,000 from the prior year, but increased $1.9 million or 21.3% from the prior quarter. Increased ETF licensing revenue is driving the increase in sequential revenues.

Now, let me turn to operating expenses. Second quarter total operating expenses were $99.7 million, a decrease of 26% year-over-year, and a decrease of 11 million or 9.9% sequentially. The decrease in spending resulted from a reduction in bad debt expense, driven by better collection efforts, lower non-recurring charges, as well as a reduction in general operating spending. To give you a bit more color on the sequential comparisons, please recall that in Q1 of this year we recorded in compensation expense a $6.5 million curtailments gain, relating to the freezing of our pension plan, as well as a charge of $10.6 million for cancellation of a clearing contract.

Now, turning to the balance sheet, cash and tax equivalents and investments available for sale were $2.3 billion verses $2 billion recorded at year end 2006 and $1.7 billion recorded in June of 2006. Our investment in the LSE, recorded at fair value was at $1.7 billion at June 30th 2007, now represents approximately 30.5% ownership of the LSE. We continue to reflect an unrealized gain in our LSE investment, which at June 30th of '07 was at $332.9 million. Our debt level at quarter end was $1.5 billion at its senior and subordinated debt and that is consistent with the year end of 2006. This includes $573.9 million of senior debt, related to the INET acquisition and that number is down from the $750 million of debt issued a little over a year ago to finance the INET acquisition. It also includes $481.6 million of debt related to our LFC investment. I made that point because I wanted to underscore the fact that consistent with our finance plan for the INET acquisition, we have been paying down our INET debt with the cash that has been generated from the increased performance of that combination.

And now, finally, turning to the guidance for 2007, our outlook for 2007 net exchange revenues are in the range of $775 million to 790 million. 2007 operating expenses are expected to be in the range of $400 million to 415 million. And net income is expected to be in the range of $171 million to 181 million including all charges discussed today. The midpoints of our guidance have been revised upwards by $18 million on net exchange revenue and $8 million on expenses.

These visions reflect the indefinites in the business including the acquisition of Directors Desk and higher incentive compensation related to our improved performance. Compared to Q2 levels, expenses for the second half of this year project minimal non-recurring changes and slightly higher expense related to the launch of our options and portal markets, VCG acquisitions and marketing. So again, let me finish by saying that we are extremely pleased with the performance of this quarter and as Bob said, we are very excited about the second half of this year. We again appreciate your time this morning. It's good to be with you and operator, we are now ready to take your questions.

Question-and-Answer Session

Daniel Harris - Goldman Sachs

Hi good morning. Can you give us any update on the integration of planning with OMX'S. You've got a couple more months since the announcement. Has your view on expense synergies and your time frame changed at all?

As I said in my prepared comments. We have met with them. The immigration planning is going extremely well and we are truly impressed with the quality, caliber and the motivation of the people involved from the OMX side. I think that the only thing that we'll say today is that we are that much more comfortable with the commitments we made at the time of the announcements. Our confidence is that much higher, but at this point, we're not going to change any of the targets.

Okay, that's great. Just moving to NYC listing market share, growth through April was really phenomenal as you mentioned in the past, but it appears that it has somewhat stabilized over the last three months. Is there any change that New York has implemented or is thinking of doing and what do you hear from clients on their routing for (inaudible)?

Well, I would say that growth has accelerated in the July time frame. I made a reference to that in that we set a number of different matches for records in July. I mean we throw an employee lunch for the transaction when it happens.

Operator

And we'll take our next question from Roger Freeman from Neiman Brothers.

Roger Freeman - Neiman Brothers

Hey, good morning.

Robert Greifeld

How you doing there, Roger?

Roger Freeman - Neiman Brothers

Good, Bob, you?

Robert Greifeld

Pretty good.

Roger Freeman - Neiman Brothers

Good. I wanted to follow up, to start with, on your Portal comments. So, there are a number of broker dealers that are pursuing their own platforms, and the Goldman one has been well publicized. I think a number of the other banks are looking at them too. There's been some commentary about JPMorgan and obviously, FDR just launched their own PORTAL. And I know you're kind of working with them. Can you talk a little bit about how - if there's a consortium that you're working with, where these banks are building their own platforms will somehow integrate with PORTAL. Are these all going to be sort of independent initiatives?

Robert Greifeld

Well, I don't want to speak for the banks, but I would say this: that our approach for the 140 free market is fundamentally different than the single deal of platforms that you see developing in the marketplace. So our approach really - you want to step back in time and think about what NASDAQ did, back in '71 to the over-the-counter mark. So we're representing an open active platform where all deals can participate. We have the opportunity to discover price in the process. In addition to that we will then provide a quick qualification service which will reduce friction in the marketplace and allow these --a security to trade on a more dynamic basis. So we're the only person approaching it as an industry solution as opposed to a dealer solution and we just think that we have the right product at the right point in time.

Roger Freeman - Neiman Brothers

Is it fair to say that the banks who are pursuing their own platforms are also signed up as market makers for Portal?

Robert Greifeld

Well, again, I don't want to speak for the banks, but, I think, you see the whole issuance is stronger this year than any year in its history, that its the 144A registration process and every single bank involved with it uses the PORTAL service very extensively and it would be our expectation, our hope that they would do that as we'd want the trading platform for PORTAL.

Roger Freeman - Neiman Brothers

Ok. That's helpful, thanks. I guess, just coming back to the market share question, I mean, you sort of alluded to this, but there has been a pickup in your market share on the NYC list it carries over the last three weeks. I'm just wondering if there's been any large bank or two -- the ball's bracket -- that has been moving more flow over to you.

Robert Greifeld

The answer is yes. We haven't picked up share and yes, our church banks are moving flow over to us and so we're very pleased with that. But I do want to put it in context just on these one or two banks. It's been really, as I said, breathtaking progress, and the key thing is that every single one of our customers, they intend to bring more with this flow away or in the future when they do today. So the progress isn't breathtaking, but we're in the middle of it and we expect to continue this progress. Though we (inaudible) as we go through it, but the trend line is unmistakable. And we're obviously very proud that 18% matched market share. I don't think there would've been anybody on this call, myself included, who would've predicted that two years ago.

Roger Freeman - Neiman Brothers

Ok, thanks. And lastly, can you give us any early update on the Intraday Cross in terms of how much volume is going through there?

Robert Greifeld

Yes. I haven't had the volume number; I know the percentage increase riser is quite phenomenal, because it's obviously growing from a very small phase. So we've got some work to do there, but the progress has picked up quite dramatically in the last month. And I think the key thing is the growth of the shares entered into the Cross has grown the most dramatically—we're up around 18 million shares coming into the Cross. And I would definitely point you to that as the key metric—it's no different than when we started our salta 90 (inaudible) market share—we said the matched number is not the important number, it's the number touched. And really, right now, with respect to the Cross, it's not actually what we crossed, but just to get enough acquitted in, so 18.4 million, obviously in a short time that we've been at it, is quite impressive.

Roger Freeman - Neiman Brothers

Ok. Thank you.

Operator

And we'll take our next question from Rich Repetto from Sandler O'Neill.

Richard Repetto - Sandler O'Neill

Good morning Bob.

Robert Greifeld

How we doing there Rich?

Richard Repetto - Sandler O'Neill

Doing okay. First question is on the guidance. I know you guys have been conservative in the past but if I just take what you got mapped out at the high-end for the year, it implies just flat from this quarter. When you look at the past couple years, the second half has definitely improved from the first half. I understand you have to be conservative with summer volumes and everything but to have that be the high-end I guess is the question. That’s a flat outlook via high-end.

Robert Greifeld

I’ll let David take that question.

David Warren

Well Rich, you’ve done your math correctly. We obviously do look for a slow down in the third quarter as you see in the past. And then we also had this year a very strong performance in the first quarter of the year. So, when we add all that out, that’s where we are.

We also note that with respect to the assumptions that we had for our guidance for the year, the average daily volume for NASDAQ securities is basically tracking flat in line with the assumptions we put out for the year and the volumes on New York are also in line or maybe slightly ahead of our assumptions for the year. So, it feels like the right place for us to be right now.

Richard Repetto - Sandler O'Neill

Okay, it just seems like some people are saying that (inaudible) is because you get about $.74 or $.75 in the estimates in the back half when you did $.39 this quarter too, right now. But anyway, next question; are the LSE I’m not going to ask you what your strategy is Bob. But I guess the question is the value of the LSC. The LSC’s trade net above 14 (inaudible) or it was when I just looked 15 minutes ago.

They report record earnings and the only benefit it seems from an income statement standpoint you get is on the dividend. I’m just trying to see - are you thinking about - what are you thinking about there as far as how that’s being impacted in the stock price, I guess?

David Warren

Well, I think we’re very aware Rich, and you’re probably one of the few that I think have this insight is that the value of the LSE as an investment is not being properly reflected in the market capitalization of NASDAQ stock market. So, it’s our hope that more people do a thoughtful analysis and come to the proper conclusion with that. But that being said, it’s you know, something that we don’t pay attention to that much on a day-to-day basis we’re obviously executing our business plans.

Richard Repetto - Sandler O'Neill

OK, and last question Bob, yesterday on the night call, at night they announced that the [Citadel] has an investment in direct edge and I’m just trying to see what your comments might be there. Obviously Citadel is a big market maker.

David Warren

Well, Rich it’s the same comments I’ve made I think since the advent of (inaudible 3:36). With (inaudible) we live in an environment where competitors will come and competitors will go. It basically gives them with a protected quote an ability to get in to the business and Direct Edge has been there, obviously BATS and others are in the space and we respect all our competitors and we respond accordingly.

We do recognize that it’s not our job to try to prevent competitors from forming. Our job is to make sure we’re executing our business plan and if we execute our business plan, our business model will allow us to provide a value price to our customers, which will make it uneconomical for those folks to compete with us over a period of time and you have seen what we’ve done with the (inaudible) and INET integration coming though a single platform.

I think we’ve done a fair allocation of the benefits of those transactions to both our shareholders and also to our customers and the price we put out and the pricing actions we take in the first quarter really were a statement to that effect. So, Direct Edge, BATS or whoever. They’re going to be there. We have our plan. We’re executing it. We’re obviously delivering to both our……….

In this performance and the numbers speak for themselves. I think on an operating basis were up 170 percent year and year, but we are also very proud of the value proposition and the service level that we applied to our customers and that will be the long term driver of the value of this organization and this enterprise.

And just one last quick question, the single book as you mentioned. David, you've beet our numbers on brokerage plans and exchange expenses dropped dramatically. We know a good portion of that is driven by Single Book, but is that a clean number going forward if we model that as a percentage of the transaction revenues. Is there anything else going to see sale by (inaudible) over $20 million?

Well it's a clean number going forward to answer your question. It reflects the benefit that we have achieved by canceling the clearing contract and building and operating our own system for that.

Okay. There's another important part of it, since I also said in my comments as you got the FCCP's in there which are going to go - you know, those will go up and down. The reason they went down this quarter as I said was because of a reduction in the FCC's rate

Operator

And we'll take our next question from David Grossman from Thomas Weisel Partners

David Grossman - Thomas Weisel Partners

You know Bob, I know it's difficult to talk about the LFC in a public forum, but is there any insight that you can give us in terms of the fact if it doesn't work out. What do you think strategically that costs you if in fact that is the end result.

As I covered before, it's almost impossible for me to say anything. In the past it said optionality. We researched the word in the dictionary and we're not sure it's actually a word so I'm left with no words to say on the LFC, so I wish I could be more forthcoming but it's not possible.

Actually, there may be a question at the end, I think David, you talked about volume growth on NASDAQ flattening out in the June quarter. I think they’re pretty tough comparisons last year. Do you think that the flattening out is more a comparison issue this year, and we'll get back to that mid single digit growth, or do you think as we think about the next several quarters we should moderate our expectations fro volume growth?

David Warren

I'll tell you that our assumption continues to be the assumption that we gave, informing our guidance for the full year that it will basically remain at flattish levels for the year. But in terms of how you want to look at it, I think that is completely to you, but I definitely - my answer will be to tell you how we're continuing to look at it.

David Grossman - Thomas Weisel Partners

Okay and could you just give us a couple of your cash flow metrics for the quarter; the cash flow from operations, CapEx and D&A?

David Warren

I will pull those out right now. We'll come back to those okay? I'll add those on towards the end of someone's question. Just go on to your next question.

David Grossman - Thomas Weisel Partners

Yea, just one more. And, on the dividend it looked like on your pro forma numbers you were adding back a little over $8 million, and reported 14.5. What were your expectations for dividends for the year, and is that just the LSE?

David Warren

The expectation on dividends for the year was $16 million. The SEC declared 14.5, the LSE, sorry, and so we recorded that and we would expect to get that dividend paid and received in August.

David Grossman - Thomas Weisel Partners

Okay, so as I recall the adjustment there on the pro forma number was 8.8, and you recorded 14.5. What’s the difference? I would have thought you would have just netted down to 8 million.

David Warren

I'm not sure I'm following your question.

David Grossman - Thomas Weisel Partners

Well, if you were at 16 million for the year, I would have that you would have just taken the 14.5 plus the pro forma adjustment you’d net down to 8. But you go below that. I was just wondering is there something else in there?

David Warren

The tax affecting the 14.5.

David Grossman - Thomas Weisel Partners

Got it.

David Warren

Okay?

David Grossman - Thomas Weisel Partners

Got it?

David Warren

Okay, great thank you. By the way, cap-ex for the first half of the year was $5.5 million, and you wanted the cash from operations and I will continue to look for that.

David Grossman - Thomas Weisel Partners

All right, thank you.

Operator

And we’ll go next to Patrick Pinschmidt from Merrill Lynch.

Patrick Pinschmidt - Merrill Lynch

Good morning guys.

Robert Greifeld

How are you doing Pat?

Patrick Pinschmidt - Merrill Lynch

Pretty good, how are you? Just a following up on the intra-day cross. Has the early success there impacted your plan for rolling out the continuous block platform?

Robert Greifeld

No, I mean we’re obviously been very excited about continuous block and the success of the intra-day, the interim success I should say it is a work in progress it doesn’t make us want to accelerate or decelerate. That has it's own path that we’re going on.

Patrick Pinschmidt - Merrill Lynch

But still thinking sometime in the fourth quarter maybe?

Robert Greifeld

Definitely.

Patrick Pinschmidt - Merrill Lynch

OK, and then a couple quick modeling questions in terms of the strategic initiative costs; does that include just LSE or is there some OMX in there in the second quarter?

Robert Greifeld

No, what’s included in strategic initiatives in year-to-date is just for the LSE and those were expenses that we recognized in the first quarter and in the second quarter following the bar on the lapse of our earlier bid. So there are no OMX expenses in these numbers.

Patrick Pinschmidt - Merrill Lynch

OK, and then in terms of the expectations for a modest increase in expenses related to the options and the portal platform in the back half of the year. Are those sort of one-time ramp-up costs or will those carry through to ’08?

Robert Greifeld

It’s a combination, but first of all they’re minor because I think as we’ve said before these initiatives are leveraging off of existing technology and existing people so the incremental expenses are low but it is a combination and again, I was careful to say that it was in comparison to the Q2 levels. It’s hard to be more specific right now but there definitely will be some minor ongoing expenses as these projects ramp up and continue into 2008.

Patrick Pinschmidt - Merrill Lynch

OK, thanks. And then finally a question for you Bob. You’ve talked previously about how the OMX deal enhances the strategic opportunities for the combined firm going forward.

Can you maybe update us on your thoughts as to where do you see some gaps in the combined platform and how you might go about filling those either organically or via central acquisitions?

Robert Greifeld

OK, let me make sure I’ve got the context of your questions. Of course from a technology point of view OMX brings to the table a tremendous capability across a wide range of asset classes that can work in many different geographies. So from that point of view I think we’ll be uniquely positioned among all exchanges to provide technology to existing exchanges, to provide technology to upstarts, or use that as a lever for our own organic growth strategy.

We don’t have any gaps per se from the technology-based viewpoint after the transaction is completed. So we’re certainly very excited about that. We clearly see that OMX gives us a platform for the European theater in a number of different ways, so we’re definitely excited about that.

So, we will be about taking assets that are there, integrating them together with NASDAQ, making the combined organization one company that really takes the best of both, and that will be our focus, there’s no different that anything else we’ve done with other acquisitions. We will not deviate from that path until our success is essentially locked and loaded.

Patrick Pinschmidt - Merrill Lynch

OK, thank you.

Operator

And we’ll go next to Rob Rutschow from Deutsche Bank.

Rob Rutschow - Deutsche Bank

Hi good morning guys.

Robert Greifeld

How are you doing there Rob?

Rob Rutschow - Deutsche Bank

Good. I guess the first question I have is related to the execution and trade revenues. If I look at those as a percentage of volumes, they were down about 9% [Link] quarter. And so you mentioned the SEC fees and I’m guessing that at least a portion of that is also the lower pricing for your highest volume customers. Is that correct?

Robert Greifeld

You are correct.

Rob Rutschow - Deutsche Bank

OK, so what I’m wondering is what are the dynamics there in terms of the market share that you’re getting from those customers. Are they allocating more trades to you and are they becoming a greater percentage of your overall matched volume?

Robert Greifeld

Well, I would just make one general comment. We see as volume goes up that people will hit higher tiers. As volume goes down, sometimes they miss the higher tiers, so sometimes the good days are not as good as you think and the bad days are not as bad as you also might think, but I would say that the pricing that we put in place has been more effective and our primary growth has been on the (inaudible) listed side.

Rob Rutschow - Deutsche Bank

Ok, of that 9% decline can you quantify how much of the FCC difference and how much is just reflection of the pricing?

Robert Greifeld

The FCC fees were 73 million for this quarter and they were 98.5 in the first quarter.

Rob Rutschow - Deutsche Bank

Ok. So that's a big piece of it then.

Robert Greifeld

Yes.

Rob Rutschow - Deutsche Bank

And then moving on I think I've read recently or heard from you that you would not be looking to pursue any acquisitions before you had completed all of the integration of the OMX, is that correct?

Robert Greifeld

Well, I responded to that on my last comment. I would say that we have the ability, I think, in this organization to do multiple things in parallel, but there's still a broad sequential order to our progress, this OMX transaction is transformational to NASDAQ, it certainly broadens, as I said, both our geography and are asset classes and we have made representations and promises to our investors with respect to synergies, so we will deliver on those and we will not involve ourselves with something that will prevent us from delivering to those synergies and that means we have this clearly as I previously said, kind of locked and loaded on how we're going to deliver those synergies before we would seriously consider taking another broad strategic direction.

Rob Rutschow - Deutsche Bank

To follow up on that, is it possible that an additional European acquisition would be at least neutral or possibly additive to the synergies you're looking for with OMX?

Robert Greifeld

Well, it's a theoretical question; it's hard for me to answer so in theory the answer could be yes or no. I would definitely just bring you back to the theme that we have, and it's a recurring theme, that we have a [maniacal] focus on execution and we are seeing the business plan being laid out for you in expanded horizons for this organization which would be inclusive of portal, the options marketplace and successful transformation of NASDAQ into NASDAQ OMX, and that's what we're about. We will obviously be considering things above and beyond that in the time frames where we know we can master it and there's really nothing more I can say then that.

Rob Rutschow - Deutsche Bank

Ok, one more quick modeling question, if I might. The licensing revenues were up pretty good sequential in linked quarter, some of that is probably seasonal, is there anything else going on there and so what should we be looking for? The question is "licensing revenue", in what segment are we talking about?

Robert Greifeld

I think that's certainly a good mark, I don't think what it fully underscores is the continuing work we're doing in that area to grow those products and also the measure of volatility which is also there so I would not call it a real active predictor of what's going on because we're definitely committed to growing that business.

Operator

And we'll go next to Ken Worthington, from J.P. Morgan

Ken Worthington - J.P. Morgan

Hi, good morning. First there is speculation that Arco will adjust the tick rate in it's pricing, if that does in fact occur, how do you expect, or what impact do you expect that will have on where traders execute, NASDAQ listed orders and is this a threat to NASDAQ, or is it more of a threat to the [ec ends].

Robert Greifeld

Well, I would say that the price leadership that we've established is most pronounced when you compare our price to author. So, anything short of a wholesale changing of their pricing, in a reduction of 50, 60, 70%, is hard for us to see a reasonable customer even contemplating changing any of his behavior. The gap is that wide. So, we'll say they're going to reduce their pricing by 80%, then we'll consider that series affects, but we haven't had any indication of that.

Perfect, thank you. And then, as the largest shareholder of LSE, can you tell us what your views are of its potential merger with Borsa Italiana and then maybe discuss I don't know if it's your intentions or if you already blocked the stock based financing, what impact that will have on the transaction, and is LSE a more attractive merger candidate to you if they get it or do not get Borsa Italiana.

Robert Greifeld

Okay, interesting questions. The first thing I have to say is that we are in the process of analyzing the Borsa transaction, certainly as a large shareholder we have a very strong interest in understanding what the transaction means, so we're definitely in the informational gathering phase of the analysis, and we'll obviously come to a considered opinion within the next several weeks.

Okay, great, thank you very much.

Operator

And we'll go next to Don Fandetti from Citigroup.

Don Fandetti - Citigroup

Hi, Bob, wanted to just get your updated thoughts on Project Turquoise and the impact on the London market and whether or not you would allow OMX to be the technology provider, given your LSE state.

Robert Greifeld

Well, one, I would just make a general comment with respect to the European market, and we believe that the impact and method will encourage and force more competition in that environment. So that's a fundamental belief. It's going to look more like the U.S. market, clearly won’t be identical, but more like it. So that statement we can put out there.

With respect to the OMX transaction business, it is certainly one of the exciting things about the OMX organization. We think it has tremendous potential. And we also recognize that when you are in the transaction business, you are in the business of providing your technology to customers who won’t have the ability to pay and don’t provide any reputational risk to the overall enterprise. So, you provide to all matters of competitors and colleagues, and what OMX does with that transaction business is I think wonderful today, and I think they should consider an opportunity like Turquoise as a very positive opportunity for them.

Don Fandetti - Citigroup

Okay, thank you.

David Warren

It's David Warren, I just wanted to come back onto the call with information on cash from operations. I had the first half number and I wanted to make sure that I had the breakup correct, so the cash from operations for the second quarter is 75 million, cash from operations for the first quarter was about $78 million. Okay operator, we're ready for another question.

Operator

We'll take our next question from Niamh Alexander from CIBC.

Niamh Alexander - CIBC

Thanks for taking my question. And if I could just go back to the options trading offering, how is that progressing? Are you still on track for a third quarter launch? How should we think about the pricing model you're interested there? And organic versus acquisitive then in that track?

David Warren

The options project is moving along, and it’s moving along quite well. We actually expected to run into a little more headwind than we have so far. But I would first say that we're shooting for a fourth quarter launch, early fourth quarter, and that's been our target for some time, and we're on track for that. So we feel good about the progress we made there.

As I've said, we're coming to the options marketplace as player number seven. We wouldn't be doing that if we didn’t think that decimalization will have an impact on that market like it had on the equities market, and we clearly are coming into the market as a change agent. We'll have a market model that does not provide undue benefits to intermediaries. There'll be an open access model which will honestly reward the provision of liquidity, and allow the liquidity providers to have equal and fair access to the market place.

So, that's the fundamental driver. We'll obviously come at it with a modified version the INET technology which will represent the fasted and greatest throughput capability in any of the platforms in the state, and be able to process and handle a large amount of data that centered in that space, I think we'll have an advantage from that point of view. So we're excited about it.

Niamh Alexander - CIBC

Thank you, that's very helpful. Thanks, Bob. And just going back to something that was raised earlier with Rich, and he talks about competitors that come and go, and I'm kind of looking at the regional exchanges here, and I guess their last source of revenues, really market data, and that now that (inaudible) mass system rule across the brokers. I'm questioning maybe there's sustainability. Is there an opportunity in there for NASDAQ, maybe to take some of that revenue away from those regionals in the next maybe six to twelve months or so?

Robert Greifeld

I would definitely say there's opportunity.

Niamh Alexander - CIBC

In terms of organic opportunity of taking share, or is there value in acquiring some share there?

David Warren

Well, one is we first and foremost focus as you know on exceeding the organic game plan, but we're also open to conversations at many different levels, and whether or not they proceed to anything of a meaningful state. I mean, nobody can predict.

Niamh Alexander - CIBC

Ok, that's helpful. No more questions for today. Thanks.

Operator

And we'll go next to Mike Vinciquerra, from BMO Capital Markets.

Mike Vinciquerra - BMO Capital Markets

Good morning. One question I needed, to closing your market share in 9Z during July—is any of that potentially related to the reg. SA [chill], I guess you guys are now free to, on your system, to trade on the down tick and not have to wait for an up tick and you guys were restricted before, if I'm not mistaken?

David Warren

No, I think the SHO change will help us on the NASDAQ side and we expect to see that -- some benefits from that in the months to come, but it really has no impact on the 9Z side.

Mike Vinciquerra - BMO Capital Markets

I see. Ok. Thank you. And I want to go back to Rich's question, a while ago, on the brokerage claims fees. Just when we look forward, David, I guess this quarter it was roughly the 73 millions of us, 17% of your execution of revenue. Is that reasonable to expect a range of maybe 16 to 18—I know it fluctuates based on the mix—but I just want to make sure that when we're modeling we're thinking about that right with the fee reduction.

David Warren

That's the right way to look at it, with the current rate. But, again, and the current volume, but that's not something—again, this is something that we obviously collect for the FCC—but in terms of where it is now, what the change is that DFCC has put out, that's the right way to look at it.

Mike Vinciquerra - BMO Capital Markets

Ok. And then just, on the corporate client services revenue, can you provide, David, any sort of gauge for what percentage of growth, say year over year, relates to acquired revenues versus just growth in the business.

David Warren

Well, I think it's largely acquisitions, but that is essentially what we've been doing, and certainly growing those businesses once we get them—

Mike Vinciquerra - BMO Capital Markets

With overall CCT or—

David Warren

No, in the businesses that we're acquiring, I mean, what we've been saying in the past, and certainly the strategy that we continue on, we are acquiring these companies, they have their own projections, their own growth projections. When we evaluate them, first we look to make sure that they are continuing to drive on the business model that we acquire and then we look for opportunities to put those products further and deeper down our distribution channels with our 3200 companies, and to improve the cost platform for the delivery of these services. And the acquired companies will have a higher organic growth rate than the overall CCT business.

Mike Vinciquerra - BMO Capital Markets

Ok. And you had seen some growth in the margin provided from the businesses that you had acquired over the last six to twelve months?

David Warren

Yes.

Mike Vinciquerra - BMO Capital Markets

Ok. Alright. Thank you, guys.

Operator

And we'll take our final question from a Edward Ditmire from Fox-Pitt Kelton.

Edward Ditmire - Fox- Pitt Kelton

Hi guys. How are we doing? During the quarter we had the issue where the rustle was able to change the licensing requirements of its license for a certain equity in next future and it seems like they were able to, or trying, to improve the economics substantially in that and got a substantial upfront payment from the (inaudible) exchange. Do you guys as a much bigger, having a much bigger business in equity in that places, do you guys see opportunities that were either in the nearer or medium term to get better economics on those products?

Robert Greifeld

Well, within our financial products group, we spend a lot of time and effort in coming up with unique products, most notably the Qs. And we do, I think, well in the licensing side and I think we are excited about the number of innovative products that are coming out.

Products on top of the really proprietary industries that are being developed and we expect that to be a growth area of our business.

Edward Ditmire - Fox- Pitt Kelton

But that's so much just purely on pricing.

Robert Greifeld

No.

Edward Ditmire - Fox- Pitt Kelton

Okay

Vince Palmiere

Operator, we don't have any question, it appears.

Operator

There are no other questions in the queue at this time.

(Call ends abruptly)

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Source: The Nasdaq Stock Market Q2 2007 Earnings Call Transcript
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