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Executives

Vincent Palmiere - Vice President, Investor Relations

Robert Greifeld - President and Chief Executive Officer

David P. Warren - Executive Vice President and Chief Financial Officer

Edward Knight - General Counsel

Analysts

Roger Freeman - Lehman Brothers

Dan Fannon – Jefferies

David Grossman - Thomas Weisel Partners

Don Fandetti - Citigroup

Niamh Alexander – KBW

Jillian Miller - BMO Capital Markets

Rich Repetto - Sandler O’Neill

Ed Ditmire - Fox-Pitt Kelton

Rob Rutschow - Deutsche Bank

Jill Baker - Ark Asset Management

NASDAQ (NDAQ) Q4 2007 Earnings Call January 31, 2008 10:00 AM ET

Operator

Good day and welcome to the NASDAQ Fourth Quarter 2007 Earnings Conference Call. Today’s call is being recorded. At this time I would like to turn the call over to Vice President of Investor Relations, Mr. Vincent Palmiere.

Vincent Palmiere

Thank you, operator. Good morning everyone and thanks for joining us today to discuss NASDAQ’s fourth quarter and full year 2007 earnings results. Joining me, as usual, are Bob Greifeld, President and Chief Executive Officer; David Warren, our Chief Financial Officer; and Ed Knight, our General Counsel.

Following our prepared remarks, we’ll open up the line for Q&A. If you haven’t done so already, you can access the results press release on the NASDAQ Investor Relations and NASDAQ Newsroom websites at www.nasdaq.com. And if you have any questions following the call, please contact me at 212-401-8742.

Again, before we start, I’d like to remind you that certain statements in the prepared presentation and during the subsequent Q&A period may relate to future events and expectations and as such constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

I urge you to read the full disclosure statement concerning such forward-looking statements and our press release, and other factors detailed in the company’s Form 10-K and periodic reports filed with the SEC. And with that, I’ll turn it over to Bob.

Robert Greifeld

Thank you, Vince. Let me start off by saying that we are very pleased with our results as they represent another solid quarterly performance and conclude a truly fantastic year for NASDAQ. By virtually every metric, our business improved.

Operationally, revenues and earnings increased to record levels, as did trade volume and market share. And strategically, we were successful in setting the stage for geographic expansion and product diversification.

All of these achievements have helped us strengthen our competitive position leaving us in a better position for future success. Most importantly, we have kept our eye on the most critical factor: delivering real value for our customers.

As we enter 2008, we are well on our way to having created a unique customer-focused exchange with access to many of the fastest growing markets in the world.

Let me now touch on some highlights for the quarter. This quarter we achieved both notable operational and strategic successes. First, when discussing our successes today, we have to look no further than market share both in the areas of trading and listing.

We were very pleased that NASDAQ continued to make further inroads across the equities trading business. We have truly established NASDAQ as the destination of choice for the trading community.

Our matched market share for U.S. equities grew to a record high, 29.7% for the fourth quarter and is up over 31% at the start of the first quarter of 2008. During the high volume days in January, our market share increased as market participants (?) quality and they recognized the true advantages of our technology.

Within the listings business, during the fourth quarter, we witnessed the largest switch from NYSE to NASDAQ in our history. In making their decision to list, DIRECTV chose NASDAQ because of the value proposition that we offer to public companies.

This marks the third consecutive year when NASDAQ has attracted more market capitalization to our exchange from the NYSE.

We have also continued to make customer-focused changes to our business model, including new functionality and fee changes that better serve the needs of various trading constituents. We also introduced new issuer services such as Directors Desk and rolled out new service offerings like our Select Market Maker Program. This was also recently made available for NYSE listed companies.

The Select Market Maker Program provides trading information to companies that had previously looked to their specialists to gain insight regarding activity in their stock.

We were able to exit 2007 virtually debt-free. We started 2007 with approximately $1.5 billion in debt. We ended the year with slightly more than $100 million in convertible notes. This financial strength provided us with the flexibility to invest in new business opportunities during the fourth quarter.

In the quarter, we achieved significant strategic progress. NASDAQ received the necessary regulatory and shareholder approvals to move forward with the OMX combination and the DIFX investment. And this morning, the Swedish government expressed their support for the transaction.

We are currently in a position where we have great confidence that in the first quarter of 2008 we will close on the OMX deal; a deal that will essentially transform NASDAQ into the first global exchange with significant operations on six continents.

We solidified NASDAQ as a leader in the fast growing options business via the Phil-Ex deal; a deal we expect to close early in the second quarter. This transaction instantly makes NASDAQ a player of note in the options market and further diversifies our overall business.

With respect to our organically developed options market, we have a fundamental belief that different customers require different market structures in the options space. We expect SEC approval in the near term and will launch our price/time priority options markets several weeks after approval.

In the fourth quarter, we also broadened PORTAL, our 144A market to the PORTAL Alliance. NASDAQ led an effort to open up this marketplace to include the major investment banking players in the capital raising business and create a truly transparent marketplace for QUIPS. While still in the early days for the Alliance, we continue to see potential for a marketplace that centers around NASDAQ’s technology leadership.

And finally, on the back of our opening of our office in China, we furthered our global ambitions by entering into an MoU with the Tel Aviv Stock Exchange.

Let me remind you that all that I referenced occurred in the fourth quarter. Some might call that a pretty active and successful year, and I am very proud of our team for these accomplishments.

But it is important to note in the fourth quarter, in 2008 and beyond, this management team will continue with its maniacal focus on execution.

I do have to say that David Warren though did take time to enjoy a ski holiday and he wasn’t interrupted, which was not the case on his summer vacation. That being said, I will turn the call over to David who can walk you through the particulars of our performance.

David P. Warren

Thank you, Bob, and yes, it’s right, I was not interrupted. I also went to a different time zone which maybe helped that as well. But thanks, Bob, and good morning everyone and thanks for joining us today.

Our financial performance for the quarter continued to be strong as our operating income increased nearly 50% from the prior year quarter. And for the full year 2007 on a non-GAAP basis, net income grew to $223.1 million from $121 million in 2006. That represents an increase of more than 84%.

I will now start with a review of the income statement. Revenues less liquidity rebates, brokerage, clearance, and exchange fees, which I will refer to as net exchange revenues, increased to $211.6 million or 15.6% up from the $183.1 million that was reported in the year ago quarter and up from $210 million in the third quarter of 2007.

Within Market Services, net exchange revenues were $137.9 million; that was up 18.9% from the $116 million a year ago and up about $1.2 million sequentially. NASDAQ Market Center net exchange revenues increased 26.2% from the year ago quarter, primarily due to higher volumes, record market share, and higher access services revenues.

Volumes matched on NASDAQ systems increased to 123.4 billion, up nearly 46% from the 84.6 billion matched in the fourth quarter of 2006. And as Bob mentioned, our matched market share for U.S. equities expanded to a record high 29.7% making us the largest liquidity pool from which to trade U.S. equities.

Also contributing to the increase was in access services, which improved $3.8 million, up 23% from a year ago. In Market Services, subscriptions revenues increased $4.2 million, up 10.7% from the prior year quarter, driven by higher subscriber populations for both proprietary and nonproprietary data products.

Moving to Issuer Services, fourth quarter revenues were $62 million, up 11.1% from the $55.8 million recorded in the prior year quarter, driven primarily from a revised annual renewal fee schedule, which we introduced earlier this year.

Lastly on the income side within Financial Products, revenues increased slightly to $11.6 million, up from $11.2 million in the prior year. These due to increases in licensing revenue associated with NASDAQ licensed ETFs.

Now turning to operating expenses, fourth quarter total operating expenses declined to $110 million when compared to the $115 million in the prior year quarter and when compared to $126.1 million in the third quarter of 2007.

But note, however, as I’ve said in prior calls, that these quarters include charges that are nonrecurring in nature. And so in order to provide a more relevant comparison of expenses, we have provided a non-GAAP reconciliation as an attachment to our earnings release.

Included in the non-GAAP reconciliation are total expenses of $108.3 million for the quarter, down when compared to the $109.3 million reported in the year ago quarter, but up from $99.7 million of expenses, non-GAAP, in the third quarter of 2007.

The fourth quarter tends to have some cyclicality as we spend an increased amount on marketing during the last few months of the year, and we’ve done that again this year with spending in marketing increasing $3.5 million from third quarter 2007 levels.

Also in the fourth quarter, our expenses of approximately $1.5 million in fees associating with registering Hellman & Friedman shares that were subsequently sold in the market back in November, and as well as increased compensation expense related to some year-end equity grants.

On a non-GAAP basis, our operating income for the quarter was $103.3 million with operating margins, which I’m defining as non-GAAP operating income divided by net exchange revenues, were at 48.8%, up from 40.3% in the year ago quarter.

And finally, as you will note in our release, we recorded an $18.2 million gain on foreign currency option contracts related to hedging our foreign currency risk associated with the OMX transaction.

Now turning briefly to the balance sheet, cash and cash equivalents at quarter-end were approximately $1.3 billion versus the $300 million recorded at year-end 2006. The changes in these balances are primarily related to the sale of our LSE stake, which, as you all know, we completed in late September.

As you are all well aware, we used approximately $1.1 billion of proceeds from that sale to pay down outstanding debt obligations, which is also the reason for the dramatic reduction in interest expense in the fourth quarter.

I’ll now address guidance and the respective deals that we expect to close in 2008. Typically at this point in the year, we use our fourth quarter earnings release as a forum to provide full year guidance for the coming year.

However, given the transactions we’re about to complete, providing guidance for NASDAQ as a standalone entity becomes very difficult and at the same time less relevant. So what I would like to do, however, is give you some updates relating to the synergies for the OMX, PHLX, and Boston transactions.

For OMX, we continue to be very confident in the synergies and we expect to realize $20 to $30 million of the total $100 million of expense synergies in 2008.

With regard to Philadelphia, which, as Bob said, we expect to close in the second quarter, we expect that we will be able to yield annual cost synergies from the combined organizations of approximately $50 million within two years of closing.

And finally, with respect to Boston, as we discussed and went through in some detail when we announced the acquisition, we expect to realize $14 million annually in reduced clearing expenses once we have the clearing entity operational.

To repeat what Bob said, we remain extremely pleased with both our financial performance and the progress we’ve made in each of our businesses.

As we look at the challenges before us in 2008, we plan to use the same operating philosophy that has resulted in our past success to ensure that we are successful in achieving all of our goals in 2008 and beyond.

And with that, I will turn it back over to Bob.

Robert Greifeld

Thank you, David. Let me finish by saying that 2007 was truly a defining year for NASDAQ. We emerged having never been stronger or better positioned for future success. We are truly global and more diversified than ever.

At the same time, after an explosive 2007 in terms of identifying and securing the key pieces towards our future success, 2008 will find NASDAQ doing what it does best, bringing it all together to deliver a new cohesive, broader value proposition to our customers.

No one integrates assets or understands and caters to their customers like NASDAQ. In 2008, we plan to further our leading position as a customer-focused exchange.

Operator, we will now take questions.

Question-and-Answer Session

Operator

Thank you. (Operator Instructions) And we will take our first question from Roger Freeman - Lehman Brothers.

Roger Freeman - Lehman Brothers

I wanted to just pick up on the the last point you were talking about there. You obviously do have a lot on your plate putting things together this year and I think you have made some comments over in Davos that you are not looking to do acquisitions.

How should we interpret those comments? They are obviously consistent, but with respect to anything that were to come up, you are not limiting yourself on that or are you really focused here internally now?

Robert Greifeld

We are certainly focused on delivering the value to our customers and to our investors what these deals represent. So that’s clear mission number one. And what I said in Davos is we would not contemplate another major transaction until such time as it’s clear that we will deliver that value to customers and to investors. So that is the definitive statement.

Roger Freeman - Lehman Brothers

Let me ask you also in terms of the marketing environment, how do you think about a recessionary outlook? If you look back historically, there really haven’t been big fall-offs in equity volumes during recessions. There have been slowdowns, but also the market’s changed a lot more now to greater institutional and algorithmic flow. And so if we were to get into a sustained downturn in the market indices, how would you think about volume?

Robert Greifeld

I think at the end of the trail, our volume growth would moderate. So clearly during these times where there is unformed or transforming opinions with respect to our economic prospects, you see greater volatility, which drives increased volume and we clearly have been enjoying that. So once we get past that stage and there is a downturn, then there will be moderation in growth, but we don’t foresee any real decline in volume.

Roger Freeman - Lehman Brothers

And then speaking of the volatility and the heightened volumes we have seen, your market share on the NYSE listed has really been picking up a fair amount over the last few weeks. Is there anymore insight you can give into why you think that’s been? Is it because of higher algorithmic flow in there that’s migrated over to NASDAQ?

Robert Greifeld

I think we definitely see a strong correlation between highly volatile days and our market share. When the markets are uncertain, they want the systems of the marketplace to be certain and we have the leading platform. So in those days we do well, our market share ticks up, and you saw a week ago Tuesday after the Martin Luther King holiday, we set certainly volume records and market share record on NYSE, and it is a flight to quality.

So that is all good for us and we believe it gives us an enduring value because once the customers again get accustomed to coming to us more frequently, they tend to continue with that behavior.

Roger Freeman - Lehman Brothers

Lastly, there was a decline sequentially in the nonproprietary market data revenue. Looks like the pool size actually declined in HC in the fourth quarter. Is that a function do you think of some of the staff reductions we’ve seen across Wall Street already?

David P. Warren

Roger, there was an audit recovery in the third quarter that put revenues artificially higher as compared to what we typically take in.

Roger Freeman - Lehman Brothers

It had been flat to ticking up over the course of the 3Q. So is it a give back issue in the fourth quarter?

David P. Warren

No, it’s just more normalization.

Operator

And we’ll take our next question from Dan Fannon - Jefferies.

Dan Fannon - Jefferies

In terms of guidance as we look forward, when we do close the OMX deal, will you be updating us on your outlook for 2008 at that point?

David P. Warren

What we said today is obviously we are not giving it today and what we’re doing is evaluating what we will be saying once the acquisitions are completed. So at this point, we’ll have more to say once the acquisitions end. Bob, do you want to say anything more on that?

Robert Greifeld

It’s just obviously very difficult, I think impossible for us to give guidance at this point because in our comments we spoke to OMX and Philadelphia and Boston, but we also have to remember that OMX has a pending acquisition of Nord Pool, which I think will be very important to the combined organizations. So that will be coming on stream some time mid year. So there’s just going to be a lot of moving parts as we progress through 2008.

David P. Warren

I think what I can say is that we will be giving you sufficient information expressed in a clear way that allows you to track our progress with respect to the achievement of synergies, and when we do report our first quarter as a combined company, we will be giving pro forma comparisons.

So, again, I think we recognize and I think we’ve done a good job in terms of providing good information for you, but at this point we just simply aren’t sure right now what we’ll be doing in term of forward-looking guidance.

Dan Fannon - Jefferies

And then as you look out at other opportunities, obviously, the European opportunity is pretty robust right now outside of what you’re doing with OMX. Can you talk about any potential strategies or how you are looking at those areas of the market?

Robert Greifeld

I think it’s important to focus on what we have in front of us today and the fact that this management team, the OMX management team, the Philly management team, Nord Pool recognize it’s about operational excellence. So we have a full plate. We intend to deliver. We tend to overachieve actually. And there’s just so much opportunity in terms of what we have identified today.

We obviously will have strategic goals beyond what’s on our plate today, but I think the main thing is that we’re going to deliver what we promised with OMX, with Philly, with Boston and with Nord Pool.

Operator

And we’ll take our next question from David Grossman - Thomas Weisel Partners.

David Grossman - Thomas Weisel Partners

Looking just at the NASDAQ standalone numbers on an expense basis, you have done a great job over the last couple of years in executing on the roadmap to reduce those expenses. As we just look at NASDAQ on a standalone basis going forward, how should we think about expense growth relative to revenue growth as we go forward here?

Robert Greifeld

Yes, a good question. We did complete the roadmap in 2007. NASDAQ as a standalone has a redrawn roadmap. Obviously, the expense reductions will be at a lower level as compared to the initial roadmap, but the quest for efficiency is never ending. So we keep along with that.

I think it’s important to recognize that the NASDAQ business model is fundamentally attractive, and that we spend considerable time, effort, and money to build our processing plant, but the marginal cost against that processing plant approaches zero. So it’s a wonderful business model for both transactions and for data.

Within the listings business, we see tremendous opportunity for margin expansion with respect to the services that we now offer to our listed companies. Each of the acquired companies are now achieving a greater level of scale, and we’ll have a greater level of efficiency. So we expect margin expansion in those parts of our businesses.

David Grossman - Thomas Weisel Partners

Is it fair to say that the base is there for your existing business model, and that to think about expenses is just to think about some kind of inflation rate on top of the base in 2007, or is that oversimplifying it?

Robert Greifeld

It’s oversimplifying it, but it’s not that far off.

David P. Warren

Yes. I think one of the points we’ve been making is we need to continue to make investments in our business, but the nature of those investments are large when we’re leveraging off of our very scalable fixed base.

So I think that, again, we were trying to stay away from this topic even on a standalone basis, but if you look at our expenses and you can see that they have been in that band between $100 and $110. That’s probably a good guide, knowing that we would need to be making some investments, mild investments in growth going forward.

Robert Greifeld

What we track internally is the percent of our technology budget that’s going to new development projects. So three years ago, it was about expense reduction and there was very little R&D. That number for the first time was significant in 2007 and is a larger percentage in 2008.

So when you look at our organic options market that we developed in 2007 that was contained in the budget, the PORTAL system that was developed that was contained in the budget. So we have demonstrated not just the ability to reduce expenses, but the ability to develop new and innovative products without having to spend massive amounts of money.

David Grossman - Thomas Weisel Partners

And one other question and I know that everyone probably calculates your net capture or realization (portraits?) slightly differently, but if you try a couple of different ways, it looks like it was relatively flat in the second half of the year and despite a lot of the different pricing changes, if you will, throughout the industry, is your sense that everything being equal that we are in a period of stability or do you think there is still very little visibility going forward here into 2008 in terms of what that may look like?

Robert Greifeld

We operate on the philosophy that there will be continued capture compression as time marches on. We think that is the fact of life. We think as we keep our operation lean and mean, we can do very well in that environment and obviously every single study we look at is as capture rates go down, volume goes up and overall pie is bigger. So that’s what drives our activities; we expect capture to decline.

David Grossman - Thomas Weisel Partners

And just one last question on currency, have you actually locked in a rate on the OMX deal?

David P. Warren

Yes, we have an option, yes, so we’ve locked in; we’ve managed our risk on it.

David Grossman - Thomas Weisel Partners

And can you give us an idea at what rate you’re locked in at?

David P. Warren

No, it’s not something we want to disclose just for our market issues and other factors. I think the important part, just to respond to your question, is that we basically have managed our currency risk with respect to the acquisition.

Operator

And we will take our next question from Don Fandetti - Citigroup.

Don Fandetti - Citigroup

As you think broadly about the business in terms of fragmentation and consortiums, you are starting to see consortiums and derivatives in Europe and the U.S.. I wanted to get your thought on that. And in some respects, NASDAQ might actually be best positioned given that you’ve been facing that type of environment for quite some time.

Robert Greifeld

We have a belief that there’ll be increasing competition in various markets around the planet where those markets have heretofore been monopolies. And we think each and every time that happens, it’s a potential opportunity for NASDAQ and we pay close attention to it.

Don Fandetti - Citigroup

We’re seeing a lot of other exchanges make strategic investments in other exchanges around the globe, what are your thoughts on that type of strategy?

Robert Greifeld

We’re not that excited about that. For us to own a minority stake in an exchange that doesn’t roll up into our earnings, we don’t see the long term value of that. And we’re smiling a little bit because we’ve obviously had a minority stake in an exchange last year that didn’t quite roll up into our market capitalization.

We’d much rather have a real strategic relationship. I think OMX is in a unique position to provide that to the combined organization. And I point to the technology contract they’ve signed with Bombay Stock Exchange last month where Bombay did take in other minority investors outside of OMX, but then OMX is I think in the key strategic position as they provide all the technology to that exchange. So we like that type of relationship.

Operator

And we’ll take our next question from Niamh Alexander - KBW.

Niamh Alexander - KBW

I wanted to go to the balance sheet. Can you help us out to understand the allocation of cash? The Phil-Ex was a cash deal; Boston was a cash deal; how should we think about cash for OMX? And then on that subject, share repurchases, because I remember Bob and Dave, you talked about maybe getting a bit more aggressive with share repurchases on the last quarter call.

David P. Warren

Obviously we’re holding the cash for acquisitions, which we’ll combine with the financings that we’re lining up and when it is all said and done, we’ll have about $350 million − just confirming that with Ron − on the balance sheet, NASDAQ.

With respect to the share repurchase, I think generally obviously that’s something that we always take a look at, but clearly the discussion that we had around the share repurchase last year, I think, were discussions in a different context.

At this point in time, our focus now is on using the cash to get the acquisitions done. But certainly, obviously we will have opportunities with the excess cash that we generate and look for opportunities to either manage debt down or to buy back shares in the future.

Niamh Alexander - KBW

Have you specified what cash you’re going to use in the OMX deal or will it be all debt?

David P. Warren

It’s a combination.

Niamh Alexander - KBW

I know it’s a share-cash combination for consideration, but just in terms of NASDAQ’s own resources for that cash?

David P. Warren

I’d think about it probably a little differently. I’d think about the number of acquisitions we have to make between now and the middle of May. And I’m not really earmarking cash versus debt. I just know that we need to raise a certain amount of money to get it all done and we’ll have $–350 million left over.

Niamh Alexander - KBW

Then if I could just move back to the U.S. cash equities growth, which is certainly tracking very well into the quarter, and we can see, too, you’re taking market share. The Tape A volume is still outgrowing Tape C, and I’m wondering, Bob, if that’s reflective of some tailwind from Reg NMS, and market structure change, and your thoughts on maybe expecting to see continued increased velocity in the Tape A volume for 2008?

Robert Greifeld

Yes, I think I spoke to it in a couple different meetings. We expect at least through 2008 to see higher growth on Tape A as a direct result of the changes brought upon by Reg NMS. And we would probably predict that that would continue into 2009, but it’s a little too soon for us to guess that. So, it’s tracking the way we thought; we’re just happy that Tape C and Tape B volume is also growing. So A is growing faster, but B and C are also growing.

Operator

And we’ll take our next question from Jillian Miller - BMO Capital Markets.

Jillian Miller - BMO Capital Markets

I just had a quick numbers question. It seems like your share count increased during the quarter a bit more than we were expecting and I was wondering if there’s something in particular that was driving that?

David P. Warren

Yes, it was basically the accounting under Treasury accounting; it was the intrinsic value of our employee options and warrants. Just to give you some comparisons, the average market value for NASDAQ in the third quarter was $32.65 and in the fourth quarter it increased pretty sharply, good news for us, to $43.92. And so we had to factor that additional amount of intrinsic value into our fully diluted EPS number.

Operator

And we will take our next question from Rich Repetto - Sandler O’Neill.

Rich Repetto - Sandler O’Neill

First question, you get some validation on this dual option exchange model where you have a maker-taker and traditional Market Maker models recently. So the question is how quick can you get your model up and running?

It seems like there have been delays with SEC and we are experiencing some record 75% year-over-year volumes in options. So the question is how quick can you get it up given that other people are trying to put together this dual structure as well?

Robert Greifeld

I would say there is a decent amount of frustration here that we are not up and running as of yet. A credit to the technology team, we were ready to go with our organic option strategy by December 7. We are progressing through the approval process at the SEC. We achieved I think a new level just two days ago.

So we are optimistic that we will have the approval in relatively short order, and we will go live with the system probably two weeks after the approval date. So we are hoping it’s in the short order. System is ready to go. It is a good system; it’s got the right structure for a certain class of customers and it will do very well.

Rich Repetto - Sandler O’Neill

Next is, David, you mentioned the debt that you need to raise at some level looking at the acquisitions holistically, and at least word’s back you have been on the road. What’s your level of confidence that the debt deal will get done at reasonable rates in this market?

David P. Warren

It is very high. We had very strong meetings in New York and in London.

Robert Greifeld

And in Stockholm.

David P. Warren

And in Stockholm. And as you know, we received investment grade rating from Standard & Poor’s and the interest in this credit has been very, very strong.

Rich Repetto - Sandler O’Neill

And then the last thing, Bob, I’m not sure whether you can talk about it now, but it hasn’t been talked about much, is the DIFX investment. I’m trying to understand the strategy there. Could it be a potential roll-up vehicle for exchanges in the Mid East et cetera? Can you give us any more color on that?

Robert Greifeld

We certainly have great expectations for that investment and we were happy to see that the DP World IPO went off very well. So it’s basically an international trading zone within Dubai that currently has, what I’ll call, a leadership position in that part of the world. I think combining with NASDAQ and OMX, it’s our job to make sure we extend that lead.

We will be obviously on the prowl for listings to come to that marketplace and we will use the NASDAQ reach and the OMX reach to help accelerate that progress. And then we’ll be in a position to get into strategic relationships with other players in the developing world, inclusive of the Middle East.

And again we think our technology prowess is particularly important in that part of the world where DIFX will go to different exchanges and certainly help assist them as they themselves try to move their markets along and then set up different listing arrangements.

So lots of upside potential from that market and we look forward to getting on with the mission.

Rich Repetto - Sandler O’Neill

And I just want to quickly get in just an accounting question. David, what’s the add back in the numerator for the converts interest this quarter and what do you expect it will be in the next quarter?

David P. Warren

It’s $1.6 million for the fourth quarter and for the first quarter, about $600,000.

Operator

And we will take our next question from Ed Ditmire - Fox-Pitt Kelton.

Ed Ditmire - Fox-Pitt Kelton

Since the last quarterly conference call, you have had really good developments on the PORTAL front, or expanding to the PORTAL Alliance. But how should we think about when we will likely see volumes trading in this new Alliance, or revenue recognition, that sort of thing?

Robert Greifeld

Good question. I think realistically we will see some volume in the PORTAL system in the second half of the year and revenue associated with that.

Ed Ditmire - Fox-Pitt Kelton

Did including the new members in the consortium, did that involve a lot more revenue and profit share?

Robert Greifeld

Yes, it did.

Operator

And we’ll take our next question from Rob Rutschow - Deutsche Bank.

Rob Rutschow - Deutsche Bank

The first question I have, I’m wondering if you could give us an aggregate revenue number and an aggregate expense number as pro forma for all of your deals for 2007, and if you don’t have that, maybe for third quarter?

Robert Greifeld

We certainly don’t have that handy right now.

David P. Warren

Hold on, Rob, let me just have Vince add some comments to that.

Vincent Palmiere

Based on the pro forma going forward (inaudible).

David P. Warren

I think I tried to cover that in response to an earlier question is when we close the acquisitions and start reporting them on a consolidated basis, we’ll provide the pro forma comparisons from 2008 to 2007.

Rob Rutschow - Deutsche Bank

So, maybe you won’t be able to answer this question either. In looking at some of your filings from November, it appears that the Genium platform is obviously very important for OMX and that there’s some increased expense in 2008. Can you give us any idea of what the development costs are there, and how much of that goes away with the ramp in pre-tax margin in 2009?

Robert Greifeld

We’re certainly not in a position today to comment on the current state operations of OMX. We’ve been working with the OMX team quite extensively, but it’s been on a particular topic known as integration planning. So, next call, we’ll be able to speak to that.

Operator

(Operator Instructions) And we’ll take our next question from Jill Baker - Ark Asset Management.

Jill Baker - Ark Asset Management

This follows on Rob’s question and it’s on the synergies that you’re projecting from the OMX deal. Assuming it closes in the first quarter, and Nord Pool closes by mid-year 2008, are the synergies they project in their year-end in your $20 to $30 million of synergies and what else is in there and when should they come into earnings? Are they back-half loaded?

Robert Greifeld

The $20 to $30 million of synergies that David referred to is strictly NASDAQ and OMX coming together and is not inclusive of what OMX has communicated with regard to Nord Pool.

Jill Baker - Ark Asset Management

Okay and how do you see them coming in?

Robert Greifeld

We’re not prepared to give quarter by quarter guidance at this point with respect to synergies.

Operator

And at this time we have no further questions in the queue.

Robert Greifeld

I do thank you for your time here today and we look forward to talking during the next quarterly call and meeting with a number of you in the days and weeks and months to come. So thank you.

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