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NASDAQStock Market, Inc. (NASDAQ:NDAQ)

Q32007 Earnings Call

October 25, 2007 10:00 am ET

Executives

VincentPalmiere – Investor Relations

RobertGreifeld – President and Chief Executive Officer

DavidWarren – Executive Vice President and Chief Financial Officer

EdwardKnight – Executive Vice President and General Counsel

Analysts

RichardRepetto - Sandler O’Neill

DanFannon – Jefferies & Company

NiamhAlexander - KBW

Alex Kramm – Lehman Brothers

DavidGrossman - Thomas Weisel Partners

JoshuaElving - Piper Jaffray

DanielHarris - Goldman Sachs

DonaldFandetti – Citigroup

MichaelVinciquerra - BMO Capital Markets

ChrisAllen - Banc of America Securities

Operator

Goodday, everyone, and welcome to the NASDAQ third quarter 2007 earnings resultsconference call. (Operator Instructions). At this time, I would like to turn the conference over to the Vice President of Investor Relations, Mr. VincentPalmiere.

Vincent Palmiere

Thankyou operator, good morning, everyone, and thanks for joining us this morning.Joining me here are Bob Greifeld, President and Chief ExecutiveOfficer, and David Warren, our Chief Financial Officer. We also have Ed Knight,our General Counsel, on the line. Following our prepared remarks, we willopen the line for Q&A. If you haven’t done so already, you can access the results press release on the NASDAQ Investor Relations and NASDAQ newsroomwebsite at nasdaq.com. Following the call, you can always give me a call at 212-401-8742 with any additional questions.

BeforeI begin, I’d like to remind you that certain statements in the prepared presentation and during subsequentQ&A period may relate to future events and expectations, and as such, constituteforward-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 statementsin our press release and other factors detailed in company’s Form 10-K and periodic reports filed with the SEC and with that, I’ll turn it over to Bob.

Robert Greifeld

Thankyou, Vince. Good morning, everyone, and thank you for joining us to discuss ourthird quarter results. Following my comments, David will review the financials in detail. We will then be available for your questions.

The third quarter was a fantastic one for NASDAQ by virtually everymetric. Our top line, which has improved for twelve consecutive quarters, a truly impressive feat, was $210 million, itshighest level since 2001 and representing the best quarter during my tenure at NASDAQ.

Matchvolume and market share also reached record levels, with NASDAQ matching 121.7billion shares or 29.5% of all U.S. equity volume. Volume matched by our system grewby more than 50% from last year and is up more than 40 billion shares,cementing NASDAQ’s leadership position as the largest single pool of liquidity in which to trade. I am also proud to point out that our trading systemsperformed flawlessly while handling this historic growth.

Operatingprofits continue to grow, with our non-GAAP operating income reaching $110.3million, an increase of nearly 52% from the $72.7 million in the third quarter of 2006. These results demonstratethat our strategy to provide customers with innovative products and serviceswith the highest quality, while also focusing on operatingefficiency is yielding very positive results for our shareholders.

Ourstrong financial performance permeated all areas of our business. We reported record revenuegrowth in Market Services, which was up 22.8% from the prior year, as well as revenue growth in Issuer Services, which gained 22.4%.

Someof the highlights that are worth noting: we are, as I said, the leader in equity market share among U.S. exchanges. We matched nearly 30% of all traded volume and we handled more than twice thatamount, driving our Market Center revenues to new highs.

Subscriptionrevenues also experienced double-digit growth from last year. Demand for ourproducts continues to be strong, with total viewed subscribers growingmore than 66.2% from the prior year quarter and NQDS subscribers growing more than 12.7%.

Duringthe quarter, we launched the NASDAQ Data Store, which provides investors withon-line access to innovative data tools, another example of our relentlessfocus on innovation. Within the corporate client group, customer usage of ourservices offerings continues to grow, with revenues from these servicesincreasing 33.7% from the prior year.

In financial products, our revenue increased as weintroduced new NASDAQ indices and engaged in new licensing opportunities. During the quarter, we also began operations of the NASDAQ ETF market. This will further strengthenour leadership position in the U.S. ETF sector.  In the quarter, we traded 52% of domestic ETF volume.

In the quarter, we also launched the Portal Market, NASDAQ’s electronic platform for144-A private placement securities. This market is designed to encouragecapital formation by improving the efficiency and transparency of the very significant and growing private placementmarket.

Turningnow to strategic initiatives, it is easy to say that we kept ourselves busy on a number of fronts. As you know, in May, we announced our intention to acquire OMX, a Nordic and Baltic exchange and technology company that will serve as a very strong strategic partner for us in our plan to create a premier global exchange and technology company.

In September, after some discussions, we announced a series of transactions with Borse Dubai thatbuild on the original concept, adding the financial strength of Borse Dubai and its reachinto the emerging Asian and Middle Eastern market places.After closing, we will create a truly global financial marketplace with the infrastructure and financial strength to serveour customers and achieve our global ambitions.

Wealso completed the sale of our investment in the LSE, where we generated a gain of $431.4 million. This allowed us to pay down all of our INET-bank debt in less than 22 months from the closing of the transaction - an amazing accomplishment. David will speak moreabout the LSE sale in a minute.

Wealso announced the proposed acquisition of the Boston Stock Exchange which, when completed, would provide NASDAQ witha second exchange license and the utilization of the BSE clearing license.

In addition, NASDAQ received approval from the China Securities Regulatory Commission, the CSRC, to open a representative office in Beijing, China. Last week, NASDAQ and the Shenzhen Stock Exchange announced the signing of a Memorandum of Understanding to develop further the relationship between the two markets. This MOU further reflects NASDAQ’scommitment to the China market and our ongoing dialogue with the mainland stock exchanges.

In summary, the third quarter was an active one for NASDAQ, one in which we delivered outstanding operating resultswhile progressing on anumber of strategic initiatives. As I have said before, and as we continue todemonstrate, we are maniacally focused on the execution of the business plan.

Aswe expand operations domestically and internationally, our focus and innovativeapproach to operating an exchange will provide numerous opportunities to createvalue for both our customers and our shareholders. I look forward to speakingwith you about the progress of these exciting changes as we move forward.

Withthat I will turn the call over to David.

David Warren

ThanksBob. Good morning, everyone. Thanks again for joining us this morning to talkabout a truly outstanding quarter. During the third quarter, we again demonstrated our abilityto grow revenues while leveraging our relatively fixed cost expense base to drive profits higher. We are very pleased with our results and believe we are well-positioned to continue to grow the business.

I’llstart my review with the income statement. During the quarter, revenues less liquidity rebates,brokerage clearance and exchange fees, which I’ll refer to as net exchange revenues, increased to $210 million, up from$171.2 million inthe year-ago quarter, and up from $198.7 million in the second quarter of this year.

WithinMarket Services, net exchange revenues were $136.7 million, up 22.8% from the $111.3 million in the year-ago quarter and up 6.9% sequentially. NASDAQ Market Center revenues increased 30.1% from the year-ago quarter, primarily due to higher matchedshare volume, record market share, and higher Access Services revenues.

AccessServices revenues were up 22.4% from the year-ago quarter. Market Services subscriptionsrevenues increased $5.1 million, or 13.2% from the prior year quarter, driven by higher subscriberpopulations for both proprietary and non-proprietary data products.

Movingto Issuer Services, second quarter revenues were $73.2 million, up 22.4% from the $59.8 million recorded in the prior year. Driving the increase in Corporate Client Group revenues are fees from Corporate Client Services, which are up nearly 34% from the prior year. This growth reflects our successfulintegrations of the acquisitions of Carpenter Moore, Shareholder.com, and PrimeNewswire, and our continuing focus to expand the suite of services offered to our listedcompanies.

Also,annual renewal fees increased due to a revised fee schedule introduced earlier this yearand are up about 15.7% to $31.6 million. Within FinancialProducts, revenues increased $4.6 million from the prior year quarter, and a slight increase from the second quarter resulting from increased ETFlicensing revenues.

Nowlet me turn to operating expenses. Third quarter totaloperating expenses were $126.1 million, representing an increase when compared to both the prior year and prior quarter. However, included in the current quarter results are $19.5 million in expenses associated with the sharing of tax benefits of capital losscarry-forwards generated from our Instinet acquisition with Silver LakePartners; $5.8 million in charges associated with the pre-payment of all of our outstanding senior bank debt; and $1.1 millionin severance and other charges related to workforcereductions.

Whenyou exclude these charges and compare expenses on an operating basis, as presented in the non-GAAP reconciliation table that we distributedwith our earnings release, you will see that total expenses have been pretty steady, with$99.7 million incurred this quarter; $98.5 million in the third quarter last year, and $97.3 million in the second quarter of this year.

We’llhave more to say on 2008 at a later date, but I think I just want to point outtoday that this expense control represents the work that we started out really a couple years ago in consolidating our technology platforms andbuilding a very strong and efficient fixed cost platform.

In ‘08, we will see expenses related to our acquisition of the Boston Stock Exchange and other revenue growth initiatives. We willcomment on this atlater date, but certainly in ‘08, we would expect to see expenses higher.

Alsoon the non-GAAP schedule, you will notice that ouroperating income for the quarter was $110.3 million with operating margins, which I define asnon-GAAP operating income divided by net exchange revenues, was at 52.5%. And that’s up from 42.5% in the year-ago quarter, and up from 51% in the second quarter of this year.

We’vealso recorded two items below the operating income line which had a material impact on our GAAP results. And these are a $35.2 million gain on foreign currency optioncontracts related to hedging our foreign currency risk associated with the OMX transaction. This is a dollar euro hedge, which we will continue to markto market in the fourth quarter.

Wealso recorded a $431.4 million pre-tax gain on the sale of our investment in the London Stock Exchange. In addition, over the period we held the stake, we received approximately $80 million in cash, resulting from dividends and foreigncurrency gains, which more than offset the approximately $70 million of interest andstrategic costs. Obviously, our sale of the LSE stake had a dramatic impact on our balance sheet, which Iwill now cover.

Cashand cash equivalents atquarter end were $1.3 billion versus the $300 million recorded at the end of 2006, while available-for-sale investmentswere a scant $9 million versus the $1.6 billion we recorded at year-end 2006.

Proceedsfrom the sale of the LSE stake, net of taxes and fees, were nearly $1.7billion. We used approximately $1.1 billion of proceeds to pay down outstanding debt obligations, retiring all of our INET related debt in less than two years from completing thistransaction.

NASDAQis now in its strongest financial position since becoming a public company, reporting a record string of growing revenues, recordprofits, and we now have zero outstanding senior debt. We will put our cash togood use for the benefit of our shareholders. And we continue toevaluate a number of strategic options, including a buyback of our stock and further acquisitions.

Finally,turning to guidance for 2007. Our outlook for 2007 gross margin, or net exchange revenues, is within the range of $800 million to $810 million. 2007 totaloperating expenses are expected to be in the range of $435 million to $445 million. And netincome is expected to be in the range of $501 million to $507 million, including the charges that we’ve discussed today.

Nowto reconcile this guidance back to the guidance that we reported earlier; if you adjustfor the approximately $26 million of Q3 charges relatedto the LSE stake sale and other factors, expenses are $409 to $419, and that’s against $400 to $415 in our prior guidance. Net income is $199 to $205,and that’s against $171 to $181 in our prior guidance. Revenue is not affected byany of these adjustments, and is, as we stated in the release, $800 to $810, and that’s up from $775 to$790, reflecting primarily the strong results of the third quarter.

So we’ve adjusted the midpoint of our revenue guidance upwards by $22million and the midpoint of our expense guidance upwards by $6million. The increase in expenses reflects a more robust marketing effort for the balance of the year. They reflect increased regulatory chargesrelated with the roll-out of our options exchange. And they reflect service costs associated withlump sum distributions of pension benefits to employees who have left the company.

The expense guidance does not reflect any impact,positive or negative, from the mark-to-market on our foreign currency contracts.And finally, our net income guidance includes the benefit of the pay-down of our senior debt and then having nodebt for the fourth quarter.

Iwanted to go through that reconciliation, anticipating that I might get some questions on that, but again, let me finish by saying that Bob and I are extremely pleased with both our financial andoperating performance this quarter; our string of twelve consecutive quartersof sequential revenue growth; growing market share; expanding profits, and a very strong balance sheet provide us with a lot to be proud about and we are.

At this point operator, we will turn it back over to you and take questions, please.

Question-and-Answer Session

Operator

Yourfirst question comes from Rich Repetto - Sandler O’Neill.

Rich Repetto - Sandler O’Neill

Bob,my first question is, in the press release, you talk about 33 1/3% interest in the DIFX. Just trying to see approximately what the investment is; how you valued that; the cash that you put into it?

Robert Greifeld

Richwe haven’t been that explicit with respect to the valuation metrics and we could be in the future.  Iwould just guide you to the general comments that clearly is an asset that is uniquely positioned in that part of the world. They have adopted international government standard models primarily on the UK FSA and I think if you read DP World it will be coming public on that market in November.  So we are optimistic between our technology, our know-how,and our branding, we’ll be able to make that into quite an attractive asset.

David Warren

Weare in the final stages of working out the final agreement with 4Q buys. So when we have that obviously, we’ll have more todisclose on this statistic.

Rich Repetto - Sandler O’Neill

Okay.And then the next question is, we are in the fourth quarter and the option strategy, I guess, is upon us. And David,you did say you were going to have some regulatory costs foroptions. I guess my question, Bob, is can you elaborate on which directionwe’re going; any updates? There’s rumors about the FILIX being in the market, et cetera.

Robert Greifeld

Independentof any rumors with FILIX and/or others, we’re committed to the organic options growth strategy. Our approachinto this market as player number seven is to be distinctly different, as we covered at the price time matching engine that represents a very small percent of the overall option volume. It’s our prediction thatthat percent will increase, and at times increase quite rapidly.

So we see great opportunity where the market structure we’re adopting will increase as a percentage of the overall market. And we also have the market itself expanding. So we got a double driver to our effort. So we’re committed to it. We’re looking for a fourth quarter launch, hopefully, in early December. And right now, everything ismoving towards that date.

Rich Repetto - Sandler O’Neill

Great.And the last two things, both, I think, financialquestions for David, but I’m just trying to back into the net income for the fourth quarter. And I know you gave us a lot more color. I just couldn’t keep up with you.Because I was backing into a much lower number and thought that you might be incorporating charges but the net income that would be implied for say at the midpoint of low and high end, seeing that you reported three quartersso far.

David Warren

Well,without being specific as to the amount, most of the delta, in terms of the increase in net income that wouldn’t flow from the subtraction of operating expenses from revenues, it really relates to the benefit we expect to have from paying down ourdebt.

Rich Repetto - Sandler O’Neill

Okay.We can reconcile offline.

David Warren

There’snot much else in it. So, it’s really those factors driving.

Rich Repetto - Sandler O’Neill

Yougot the strongest balance sheet that I can certainlyremember. I agree with you. The cash on hand, when will you actually make a decision; I know, as you said in the prepared remarks, acquisition versus buyback andcreating some shareholder value, but is this something that we’d expect to see before year end? Or is this going to be an ongoing thing? What should investors expect in regards to putting that capital to use?

David Warren

Well,first of all, I think what you can expect from us going forward is an ongoing focus on our balance sheet. With respectto the cash that we certainly have, we would expect to be making some decisions on that in the fourth quarter.

Rich Repetto - Sandler O’Neill

Okay.  Fair enough. Thanks.  Great quarter.

Operator

Yournext question comes from Dan Fannon - Jefferies.

Dan Fannon - Jefferies

Goodmorning and thanks for taking my questions. Just to elaborate on that, the potential share buyback so it is safe to assume that you haven’t been in the market subsequent thus far into the fourth quarter in buying back shares?

David Warren

Yes.Also for some legal reasons with respect to needing to get past this date.

Robert Greifeld

Yes,we have not.

Dan Fannon - Jefferies

Andthen in terms of the OMX transaction, what is the next step, whether that’s in terms of regulatory approvals and their timing,that we should hear from you publicly, either from OMX or from you to see how that transaction is going forward?

Robert Greifeld

Well,it’s proceeding. You basically have three main tracks to run on. One is the CFIUS review. Two is our shareholder vote. And the third is to have the OMX shareholders tender into the offering. So I think you can go by the fact that we have an expectation that the transaction will be positioned to close sometime in the first half of the first quarter.

Dan Fannon - Jefferies

Okay.That’s helpful. And then also the timing on when the Boston Stock Exchange would close?

Robert Greifeld

Ithink the same timeframe, early first quarter.

Dan Fannon - Jefferies

Okayand then subsequent to that, how quickly do you think you will be able to add on the second quote? And then also potentially begin the clearing process on the cost savings side?

Robert Greifeld

Ithink with respect to the second quote that is easier to respond to and it would be our expectation that we would have that within a quarter of close and hopefully on the shorter end of that.  With respect to clearing, it is really not possible to give out dates becausewe do have to get SEC approval and work with them to get that operation set up.  So it is too soon for us to be giving out dates.

Dan Fannon - Jefferies

Okay,thank you very much.

Operator

Yournext question comes from Niamh Alexander - KBW.

Niamh Alexander - KBW

Goodmorning, thanks for taking my questions. Can I go back to the organic growth in the U.S.? How should I think about Market Data revenueopportunities, particularly in terms of proprietary products? Is there an opportunity to better package Market Data revenueto maybe some of those on-line brokerage services or the retail brokers?

Robert Greifeld

It’sa good question. I’d say this much that we have a great opportunity to provide real-time data toweb-based portals. And we have the customers wanting to pay us for these services. And right now, one of the few things that have not gone the way we wanted this year was to get the approval from the commission to provide those services.

So we’re cautiously optimistic that we’ll get approval sometime in the fourth quarter and that will have a positive impact on our financial performance andmarket data for 2007. That’s clear and present; the Googles, the Yahoos of the world want the services. It obviously represents a business opportunity for them, and it’s a good opportunity for us.

Niamh Alexander - KBW

Okaythat sounds really interesting. Thanks.  Any kind of metrics youcan share with us on that?

Robert Greifeld

Notas of yet, but certainly the ability to have real-time data on the web, I think, will become pervasive. Once one of the portals have it, I think it will be hard for any of the other portals not to have it. And I would say this, that nasdaq.com will certainly be one of the early adopters of real-time data.

Niamh Alexander - KBW

Okay,that’s helpful.  Thanks Bob.  And sticking with the organic growth and just looking at the market share gain, you’ve done a wonderful job of taking share from tape a this year. But just looking at the pace of share gain, that’s kind of easing fromhere, and I’m just wondering what in the U.S. business, is it back to more to be a volume growth-driven story for the revenue rather than market share gain allowingyou to outgrow the market?

Robert Greifeld

Certainly2008 we expect to hit on both drivers. We expect to gain share and we expect the volume to increase.  So the U.S. equity space is still going through a period of transition.  We think we have the proper plans in place to take advantage of that transition and welook forward to continuing our progress. 

Wehave said all along that our progress with respect to marketshare growth would never be a pure straight line; it would go in fits and starts, and you need to look at the overall trend line.  And that’s the way it’s played out and that’s the way it will play out through ‘08.

Niamh Alexander - KBW

Okay,that’s helpful.  And last question,sticking with the domestic business listings, I mean with tape a now, New York to Florida in less than 40% to tape a, and is that a better opportunity for your pitch for yourlistings business now?

BecauseI guess it’s harder for New York to argue for higher pricing on that premise of managing the volatility on the floor; are you having different conversations with yourcustomers now for listings business?  Inoticed you upped your renewal fees, but is maybe the pipeline getting a little bit more different this time around?

Robert Greifeld

Well,it’s definitely apositive for us and beyond the fact that less than 40% of the volume is done on the floor, you see the specialist participation rate is in the very low single digits. So these are all important things and important aspects of the listing opportunities. So I would say that our listing business is in very good shape and I think our pipeline isreally at record levels.

Niamh Alexander - KBW

Okay,that’s helpful. Thanks so much. I’ll get back in queue.

Operator

Yournext question comes from Roger Freeman - Lehman Brothers.

Alex Kramm –Lehman Brothers

It’sactually Alex Kramm for Roger. I think David, for you on the financial side. If I back out all these one timers and I look at your tax rate, I’m getting some tax rate of something like 35.5%, which is a lot lower than the usual 40%, am I doing the math right and is there anything else that youdidn’t call out inthere this quarter?

David Warren

Yes,you’re doing the math right. What is inour tax rate for the third quarter and therefore in our full year guidance, represents something thatwas in our numbers and it is about a $3 million benefit associated with the release of the reserve that we took in connection with the shut down of NASDAQ Life back in 2003 and that was part of our 2003 return. 

Obviouslythat return is now closed and it’s no longer subject to review so it’s no longer subject to review, so we’ve released the reserve. Obviously we had anticipated that the return would close.  We had also anticipated in our guidance that we would not need to use the reserve.

Alex Kramm –Lehman Brothers

Okay,thanks. And then, on pricing, I know what the pricing was at the beginning of this quarter and since then it looks like your market share in NASDAQ listing has come down a couple percentage points.  Anything we can expect in terms of a response? When would you think you would have torespond, if your market share declines further?

Andthen related to that, I think you’re the only guy out there with tiered pricing right now.Are you still committed to your tiered pricing? Orcould we expect you moving to more of a flat pricing like most other exchanges out there?

David Warren

One,I would say we are definitively committed to tier pricing. We think it properly matches the customer’s experience with respect to the impact on our operation and the way our business model works. And I would justmake the broad statement that we remain committed torepresent the highest value out there with respect totransaction services. And we have always looked to address pricing on a regular and continuous basis. And I think you’ll see that as our operating philosophy. But I’d also say there’s no pricing action planned for the fourth quarter of 2007.

Alex Kramm –Lehman Brothers

Okay,great. And then lastly, I think David, in his prepared remarks, alluded a little bit to the Corporate Client Group and perhaps more offeringscoming in the future. Is there anything specific that you canpoint out already? Any holes that you have in your offering that are easy to fill, perhaps through niche acquisitions,things like that?

David Warren

There’snothing specific that I can refer to. I think if you just look at what we’ve accomplished, we continue to look foropportunities that would be value-added products and services for our listedcompanies.

Alex Kramm –Lehman Brothers

All right, very good. Thanks.

Operator

Yournext question comes from David Grossman - Thomas Weisel Partners.

David Grossman - Thomas WeiselPartners

Thanksand good morning. As I recall, Bob, the OMX integration process had already begun. Can yougive us an update on what you’re seeing and what the progress has been to date?

Robert Greifeld

Yes.One, let me make clear that the integration planning between OMX has progressed and has progressed exceedingly well. The teams are working together. We actually have a major team in Stockholm this week. So we feel very good about that. And what it nets down to is, at this point, we stand behind the guidance that we gave, with respect to bothrevenue and expense synergies when we announced the transaction. We remain confident.

AsI said the last time, our confidence continues to grow that we’ll achieve what we’ve promised. I thinkour collective organizations have a shared cultural trait of wanting to underpromiseand overdeliver. And I think I’ll leave it at that.

David Grossman - Thomas WeiselPartners

Andshould we expect, based on the progress to date, that we would start seeing the process of the expenses coming out almost immediately after the transaction closes?

Robert Greifeld

Well,again we’re two separate organizations. We’re allowed to do planning. And it’s, I think, impossible for us tomake any further predictions than what we’ve said previously.

David Warren

AndI think what we’ve said previously is that we expect that we will achieve a number of expense synergies in the first full year. So if it does close in early ‘08, then we would definitely be on that course.

David Grossman - Thomas Weisel Partners

Andthen a question just about the net capture rate. And we just do a back of the envelope calculation on this, but it looks like sequentially it went down a little more than we would have thought based onsome of the pricing changes. a) does that math sound right to you? And ifso, do you think it’s stabilizing at the current levels, based on what you’re seeing in the marketplace?

Robert Greifeld

Whatwe’ve said before, and it’s important to point out, is that when the volume is high, we have more customers hit the tiers, so the capture rate will tend to go lower. Obviously, when the volume rate is down, people will tend to miss the tiers. So it’s really an effect where people overestimate on high volumeand underestimate on lower volume. So it is what we expected based upon the extraordinary volume we had. Clearly, the tiers were of great benefits to our customers in the third quarter.

David Grossman - Thomas WeiselPartners

Isee. And then one last thing, I think for David. On the OpEx, you talked about what would drive operatingexpenses higher next year. Is the current run rate that you’re at now, is that -- ex the extraordinary items or non-recurring items -- isthat the right number, at least, to use for the base, given where the business is now? And then would you build on topof that?

David Warren

Yes,that’s what I was trying to say. I think we’ve done a good job getting the base down to that level. It’s a fast, very efficient and scalable platform. Andwe definitely have been leveraging off that, but there are certainly acquisitions and some investments wewould make in growth that would be adding to that base.

David Grossman - Thomas WeiselPartners

So does x charges and non-recurring items of $100 millionsound about right for total expenses?

David Warren

Forthe third quarter?

David Grossman - Thomas WeiselPartners

Right,so we’re at like a $400 million-ish kind of run rate?

David Warren

We’reright around $100. And we’ve been running around that level, $98, $99. But Ithink, as I was saying, I think that reflects essentially accomplishing what weset out to accomplish. But I might want to caution people that that’s not a good number to use as an ongoing number for ‘08.

David Grossman - Thomas WeiselPartners

Okay.  And then just one last thing, do you happen to have the cash flow numbers, the operating cash flow and the CapEx for the quarter?

David Warren

Yes,our cash flow from operations was about $117 million. CapEx wasabout $6 million. And just in case anybody’s comparing that, that cash flow from operations was down from the second quarter, which was about $180. But the cash flow for the second quarter, that included obviously a buildup of section 31-A fees, about $125 millionwe paid in the beginning of the third quarter. And lastly, a lot of this strong activity that’s reflected in our net income for the third quarter is really on the balance sheet, and you see about a $40 million increase in receivables from the beginning of the year.

David Grossman - Thomas WeiselPartners

Okay.  Great. Thanks very much and nice quarter.

Operator

Andwe will go next to Josh Elving - Piper Jaffray.

Josh Elving - Piper Jaffray

Justgetting back to the balance sheet for a minute. I just wanted to touch base on the amount of cash on the balance sheet. Is that all free cash, or how much of that is restricted? Andhow much of that could be put towards, say, a buyback or acquisitions?

Robert Greifeld

Wetend to hold right now about $200 million in terms of what we need for regulatory purposes andworking capital.

Josh Elving - Piper Jaffray

Okay.  And then just with regards to acquisitionopportunities, obviously, there’s been a lot of talk about a buyback. With the share price moving up, does that change your thoughts a little bit on the buyback, and perhaps maybe have you looking at acquisitions more? And if so, where do you see some of those opportunities? Do you see those more domestically, in building out other asset classes? Or do you see any opportunities overseas that are attractive to you?

David Warren

Yes.I think it might take two of us to answer this. This I’llgive you the dollars and cents part of this. It’s an ongoing analysis, in terms of what will return the best for our shareholders. So it’s just an analysis that keeps going. I’ll go to Bob in terms of any comments about what he particularly wants to say.

Robert Greifeld

WellI’ll tie back to what I said in the beginning of 2007, that we will do acquisitions and obviously we have. And thatenvironment remains constant. There are numerous opportunities available to NASDAQ.

Weapproach each and every one of these opportunities with our two disciplines.One, it obviously has to accrete to our shareholders. And we say for a normal acquisition we want that accretion to comeby the end of the first year. For a larger acquisition, we might extend the timeframe out, but not so far that you really are guessing at the future.

The second is the acquisitions have to be strategically significant. And we define thatsignificance as primarily leveraging core strengths of the mothership. So with those disciplines and that direction, there are lots of opportunities for us and we’ll evaluatethem. And you should just be assured that we’ll stick to those disciplineswith anything we do.

Josh Elving - Piper Jaffray

Okay.  And then can you give us an update on Portal? Is there any kind of a volume number we can see or any kind of metric gauge how that business iscoming along?

Robert Greifeld

Idon’t have the metric handy, but I’ll tell you what we we’remanaging to right now. We’re looking at the number of QIBs (qualified institutional buyers) thatsign up and we look atboth on the dealer side and sell side. And those numbers haveincreased quite rapidly. We’ll provide them to you subsequent to this call.

Josh Elving - Piper Jaffray

Thanks.

Operator

Yournext question comes from Daniel Harris - Goldman Sachs.

Daniel Harris - Goldman Sachs

Iwas wondering if you would give us an update, with MiFID just around the corner, and how you’re thinking about the various European markets? And maybe just on howyou see the market evolving over there with additionalcompetition? And what may ultimately happen in London?

Robert Greifeld

Well,it’s certainly not just a London story. It’s a European story. We think MiFID will have a pervasive and profound impact on European equitytrading. We think itwill not be instantaneous. But just because of that, you haveto realize that intime it will change everything. And it will mirror what has happened here in the U.S. They will do it in a different fashion than we’ve had in the U.S., but in the end, they’ll get to the same place.

AndI thought it was very interesting to see the Reuters announcement that they’re going to giveessentially a best execution feed out to customers. And that’scertainly an enabling technology that will start to bringMiFID to life. Itvaries greatly to the U.S. approach, where we have a prescribed system by the SEC, known as the SEP.

The bottom line is, it’s going to get to look like the U.S. in time. It won’t be as quick as people will think, but it will come. It will be pervasive and profound and it will represent great opportunity for us.

David Warren

Letme add, if I could, the statistics on the Portal. Since our launch, we’ve had approximately100 users signed up for the system. In terms of market activity, the third quarter to date has had about a 30% increase in capital rate as compared to third quarter last year. But Ithink as a lot of people know, obviously, there was a significant drop-off in the amount of market activity in this quarter as compared to the second quarter 2007 -- about a 60% drop for regions of the market that everybody is familiar with.

Daniel Harris - Goldman Sachs

Iwas wondering, you know, with Direct Edge gaining some strategic investors thisquarter who manage obviously a significant amount of volume, and there appearsto be at least 4 significant sources of liquidity in both NASDAQ and New York shares.  It almost seems as if we’re moving back to a more distributed model volume after you and New York consolidated that market share over the last 2 years. 

Do you think that we’re in a cycle of an increasing number of trading locales now givendifferent technology?  Or do you think the market’s sort of comfortable with where we standand volume more slow as it may?

Robert Greifeld

Firstand foremost we have to listen to our customers and make sure we’re servingtheir needs.  So I don’t think there’s any, you know,pre-determined number of equity volume venues out there.  It’s the question of, are we doing the job?  And Iwould definitely direct you back to the fact that we matched 121 billion shares in the third quarter, and our volume grew by over50%. 

So by all measure, we have become the leading marketplace.  There’s more people trading on NASDAQ than at any time.  So we’re very happy with our progress there, and wecontinue to execute.  We’re 40 billionshares higher quarter on quarter than a year ago.

Daniel Harris - Goldman Sachs

Yes,you’re absolutely right.  I was justwondering if you thought about the total number, whether or not that was of any sortof trend.  But I hear you.  Thanks a lot very much.

Operator

Yournext question comes from Don Fandetti - Citigroup.

Don Fandetti - Citigroup

Asyou look out over the next three to five years, how do you view the Dubai partnership? Do you view that as enhancing sort of your abilityto be a global consolidator, like an NYX?

Robert Greifeld

Well,I would definitely say so. And let me speak first about our investment in the DIFX. As I mentioned before, we think that’s a great opportunity. They clearly haverelationships in that part of the world that we do not have.

Betweenour brand name, our technology, their relationships, their know-how, andobviously, the legal and the regulatory structure they have set up in DIFX, in addition to basically the quality of life in Dubai, we think we have a great opportunity just right then and there. Theyclearly, in the completion of this transaction, will become ourlargest shareholder. And an important, I think, long-term strategic investorto NASDAQ as we go to execute our business plan.

Don Fandetti - Citigroup

Okay,thank you.

Operator

Yournext question comes from Michael Vinciquerra - BMO Capital Markets.

Michael Vinciquerra - BMO CapitalMarkets

Thankyou, good morning.  A couple questions on the periphery. New announcements this quarter, youannounced the Select Market Maker Program. It looks to me, if I’m reading it right, it’s designed to match basically how datarevenues are going to be earned on a go-forward basis. It looks very similar in that regard to the NYC incentive program for specialists. Can youcompare and contrast the two? AmI looking at it correctly?

Robert Greifeld

Ithink the primary purpose of the Select Market Program is to allow our marketmakers to have acloser relationship with our issuers. So that’s the primary approach, and that’s the way I would look at it.

Michael Vinciquerra - BMO Capital Markets

It’snot really an encouragement for them to try to keep the NASDAQ at the inside quote for market data purposes or anythinglike that?

Robert Greifeld

No.Obviously, to become aSelect Market Maker, you have to meet certain performance standards, with someof those performance standards being on the inside. But as a result of that, then we will further establishthat Select Market Maker -- that firm’s relationship with our issuers.

Michael Vinciquerra - BMO CapitalMarkets

Isee, okay, thank you, I’ll follow up with you after the call as well.  The ETF market, what is the real value addthat you think that’s going to bring to the market and differentiate youroffering versus trading elsewhere in those products?

Robert Greifeld

The first point is obviously we’re coming at this ETF market from an incredibly strong position, as the leading trader of ETF shares. I think, in particular, the ETF market is structured to serve as a proper incubator for ETFs that come to the market that need sponsorship. So we’ve certainly set up a structure and pricing plan that encourages thatinitial sponsorship.

Michael Vinciquerra - BMO CapitalMarkets

Isee, so it’s really in the listing side, not so much on the traders’ side.

Robert Greifeld

Well,it ties together. We think the initial trading will improve based upon the ETF market structure since we do reward people to be active in the space, and that will then have a positive reinforcement back into the listing side.

Michael Vinciquerra - BMO CapitalMarkets

Okay,very good and then finally I think you mentioned your total view subscribergrowth, did I hear itright, it was 66% sequentially? If that’s true, what was the impact on revenues? And do we see the full impact this quarter? Will that bleed into the fourth as well?

Robert Greifeld

It was 66.2%, it was from the prior year quarter. And it certainly has contributed in a very handsome way to our revenue growth in data products and obviously to our profitability.If we don’t break itout further than that.

Michael Vinciquerra - BMO CapitalMarkets

Whatwas the number on a sequential basis?  Doyou have that data?

Robert Greifeld

We’llhave to get back to you on the quarter-on-quarter.

Michael Vinciquerra - BMO CapitalMarkets

Okay,very good.  Thanks very much.

Operator

Andwe’ll go next to Chris Allen - Banc of America Securities.

Chris Allen - Banc of AmericaSecurities

Howdo you perceive a player moving to exchange status? How has that impacted the competitive landscape in your perception?

Robert Greifeld

Wehave space competition in the space for a long period of time. We’ll point you back to the fact that our market share in U.S. equities has grown, and we’re obviously processing recordshares. I think with respect to exchange status that becomes less meaningful as you haveregional exchanges that share the vast majority of the market data already.

Andyou can definitely posit the argument that you’re better off taking a highshare of market data without some of the heavy demands that come from being anexchange. But we don’t study that issue because it’s not our issue. So I thinkthe competitors that we have today who are not exchanges are definitelybeneficiaries of aggressive market data sharing plans. And that sharing iswithout the costs associated with running an exchange, so I don’t think it’s abig move one way or the other, whether you are an exchange or not.

Chris Allen - Banc of AmericaSecurities

Okay.  And then just on the market share, I think someone asked before aboutNASDAQ listed share dipping a little bit in October after the pricing plan. I’m not sure if I heard the answer. Can you give us some color on that, in terms of pull-back since the change in pricing?

Robert Greifeld

Yes.We’ve seen some small movement in market share. We think we have an opportunityto gain that back. So we’re clearly messaging and fighting to gain some of thatshare back.

Chris Allen - Banc of AmericaSecurities

There’sbeen a bunch of questions on share repurchases andacquisitions because of the balance sheet flexibility. Are there going to be any limitations, just given the cash payment that you’re going to have to make toOMX as part of the deal closing?

Robert Greifeld

Limitationson using our cash?

Chris Allen - Banc of America Securities

There’sa pretty decent size cash component. So do you need to save cash on hand for that?

Robert Greifeld

Well,we have committed financing from the debt markets for that. We also have, as we’vesaid, other opportunities, including buying back shares and other acquisitions.I think the point here is that there’s a lot going on. There’s certainly a decent amount of turmoil in the credit markets. And there’s an opportunity here to do a careful analysis of this, to really focus on ourbalance sheet. And as we said, we will invest this cash to the benefit of our shareholders. But we’reconsidering all the range of things that we have in front of us.

Chris Allen - Banc of AmericaSecurities

Great.  Thanks a lot.

David Warren

Iwant to come back to Mike Vinciquerra, if I could. Mike, the sequential increase in subscribers was 14.3%.

Operator

Gentlemen,we have no further questions at this time. I will turn the call back over to you.

Robert Greifeld

Ithank you for your time and look forward to talking to you during the quarteror if not to report our full year results. 

David Warren

Thankyou very much.

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