Nasdaq, Inc.
Feb 26, 2009

NASDAQ OMX Announces Fourth Quarter 2008 Results

-OPERATING INCOME INCREASES 77.2% TO $180.0 MILLION ($101.6 MILLION IN Q407)–

New York, N.Y.-The NASDAQ OMX Group, Inc. ("NASDAQ OMX®"; NASDAQ: NDAQ) today reported net income of $36.8 million, or $0.17 per diluted share, for the fourth quarter of 2008 and $319.9 million, or $1.58 per diluted share for the full year of 2008.

For comparison purposes net income and dilutive earnings per share for the fourth quarter of 2008 are presented on a non-GAAP basis and exclude losses from foreign currency contracts, asset impairment charges and merger expenses. Net income and dilutive earnings per share for earlier periods are presented on a pro forma non-GAAP basis that reflects the financial results of NASDAQ, OMX, and the Philadelphia Stock Exchange as if they were a combined company for the periods presented and excludes merger expenses, gains (losses) from foreign currency contracts and certain other non-recurring items.

For the fourth quarter of 2008, net income on a non-GAAP basis was $112.1 million, or $0.53 per diluted share, an increase of 35.2% when compared to pro forma non-GAAP net income of $82.9 million, or $0.38 per diluted share, for the fourth quarter of 2007, and an increase of 2.2% when compared to pro forma non-GAAP net income of $109.7 million, or $0.52 per diluted share, for the third quarter of 2008.

Items excluded from fourth quarter 2008 non-GAAP results are:

Total revenues were $1.0 billion in the fourth quarter of 2008. Revenues less liquidity rebates, brokerage, clearance and exchange fees ("net exchange revenues") were $402.6 million for the fourth quarter of 2008, a decrease of $7.0 million, or 1.7%, from pro forma fourth quarter 2007 results, and a decrease of $8.0 million, or 1.9%, from pro forma third quarter 2008 results.

"2008 was a very eventful year for NASDAQ OMX, one in which we completed five acquisitions and announced four strategic investments," commented Bob Greifeld, NASDAQ OMX's Chief Executive Officer. "In the process we've transformed our company and created an organization with operations spanning the globe. The steps taken to leverage our core technology, integrate our acquisitions, and diversify our product offering have yielded immediate benefits as operating income reached new highs."

Recent Highlights

"Our integration efforts continue to be successful," said David Warren, NASDAQ OMX's Chief Financial Officer. "I'm pleased to report that during the fourth quarter of 2008 we achieved the targeted $100 million in expense synergies resulting from the combination with OMX, fourteen months ahead of our original schedule. And as we enter this year it is our expectation that we'll realize additional benefits from our integration efforts as we consolidate Nordic cash equities and PHLX trading activity onto our core matching engine. For the full year 2009 we are targeting total operating expenses to be in the range of $840.0 million to $860.0 million, including approximately $30.0 million in merger-related costs."

Financial Review
Results for the fourth quarter of 2008 are presented on a non-GAAP basis. Results for earlier periods are presented on a pro forma non-GAAP basis that reflects the financial results of NASDAQ, OMX, and the Philadelphia Stock Exchange as if they were a combined company for the periods presented and excludes merger expenses, gains (losses) from foreign currency contracts and certain other non-recurring items.

Market Services
Market Services net exchange revenues increased to $286.6 million, up 2.4% from the prior year quarter, and down 4.3% from the third quarter of 2008.

Transaction Services
Net exchange revenues from Transaction Services were $177.3 million for the fourth quarter of 2008, an increase of $7.7 million, or 4.5%, when compared to the fourth quarter of 2007. Net exchange revenues decreased $6.4 million, or 3.5%, from the third quarter of 2008.

Market Data

Market Data revenues were $84.9 million for the fourth quarter of 2008, up $0.4 million, or 0.5%, when compared to the fourth quarter of 2007, but down $2.6 million, or 3.0%, from the third quarter of 2008.

Issuer Services
During the fourth quarter of 2008, Issuer Services revenues declined $10.0 million, or 10.8%, to $82.3 million from the fourth quarter of 2007 and declined $2.8 million, or 3.3%, from the prior quarter.

Global Listing Services
Global Listing Services revenues were $72.1 million for the fourth quarter of 2008, down $8.5 million, or 10.5%, when compared to the fourth quarter of 2007 and down $0.3 million, or 0.4%, from the third quarter of 2008. Decreases in revenues from prior periods are driven primarily by lower market capitalization values for European listed equities, which in turn result in lower European annual listing fees. Also contributing to the decline in revenues in the quarter are changes in the exchange rate of the Swedish Krona as compared to the U.S. dollar.

Global Index Group
Global Index Group revenues were $10.2 million for the fourth quarter of 2008, down 12.8% when compared to the fourth quarter of 2007, and down 19.7% when compared to the third quarter of 2008. Driving the decline in revenues are lower license fees associated with NASDAQ OMX-licensed products resulting from declines in the assets under management in ETFs and structured products.

Market Technology
Market Technology revenues were $31.5 million for the fourth quarter of 2008, down $5.5 million, or 14.9%, when compared to the fourth quarter of 2007, but up $6.6 million, or 26.5%, when compared to the third quarter of 2008. The revenue decline when compared to the prior year quarter is due to higher than normal activity recognized in the earlier period. Revenue increases when compared to the third quarter of 2008 are due to seasonally lower demand for licensed products, technology support and facilities management services during the prior quarter.

Operating Expenses
Total operating expenses decreased $47.5 million, or 18.2%, to $213.1 million from $260.6 million in the prior year quarter and $8.9 million, or 4.0%, from $222.0 million in the third quarter of 2008. The decrease in expenses was driven primarily by lower compensation expenses, declines in marketing and advertising expense, lower depreciation expense, and reduced expenses for computer operations and data transmission.

Net Interest Expense
Net interest expense was $24.3 million for the fourth quarter of 2008, compared with $29.3 million for the fourth quarter of 2007 and $19.0 million for the third quarter of 2008. The decline in net interest expense when compared to the fourth quarter of 2007 is primarily due to lower interest rates. The increase in net interest expense when compared to the third quarter of 2008 is primarily due to the full quarter impact of borrowing costs associated with the acquisition of Nord Pool ASA's clearing, international derivatives and consulting subsidiaries.
Earnings Per Share

On a non-GAAP basis, fourth quarter 2008 earnings per diluted share were $0.53 as compared to pro forma non-GAAP earnings per diluted share of $0.38 in the prior year quarter, and $0.52 in the third quarter of 2008. NASDAQ OMX's weighted average shares outstanding used to calculate diluted earnings per share were 214.1 million in the fourth quarter of 2008 versus 214.5 million in the year-ago quarter and 214.2 million in the third quarter of 2008.

About NASDAQ OMX
The NASDAQ OMX Group, Inc. is the world's largest exchange company. It delivers trading, exchange technology and public company services across six continents, with over 3,800 listed companies. NASDAQ OMX offers multiple capital raising solutions to companies around the globe, including its U.S. listings market, NASDAQ OMX Nordic, NASDAQ OMX Baltic, NASDAQ OMX First North, and the U.S. 144A sector. The company offers trading across multiple asset classes including equities, derivatives, debt, commodities, structured products and exchange-traded funds. NASDAQ OMX technology supports the operations of over 70 exchanges, clearing organizations and central securities depositories in more than 50 countries. NASDAQ OMX Nordic and NASDAQ OMX Baltic are not legal entities but describe the common offering from NASDAQ OMX exchanges in Helsinki, Copenhagen, Stockholm, Iceland, Tallinn, Riga, and Vilnius. For more information about NASDAQ OMX, visit http://www.nasdaqomx.com.

Non-GAAP Information
In addition to disclosing results determined in accordance with GAAP, NASDAQ OMX also discloses certain non-GAAP and pro forma non-GAAP results of operations, including net income, diluted earnings per share, and operating expenses that make certain adjustments or exclude certain charges and gains that are described in the reconciliation table of GAAP to pro forma non-GAAP information provided at the end of this release. Management believes that this non-GAAP and pro forma non-GAAP information provides investors with additional information to assess NASDAQ OMX's operating performance by making certain adjustments or excluding costs or gains and assists investors in comparing our operating performance to prior periods. Management uses this non-GAAP and pro forma non-GAAP information, along with GAAP information, in evaluating its historical operating performance.

The non-GAAP information is not prepared in accordance with GAAP and may not be comparable to non-GAAP information used by other companies. The non-GAAP information should not be viewed as a substitute for, or superior to, other data prepared in accordance with GAAP.

Cautionary Note Regarding Forward-Looking Statements
Information set forth in this communication contains forward-looking statements that involve a number of risks and uncertainties. NASDAQ OMX cautions readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information. Such forward-looking statements include, but are not limited to (i) projections about our future financial results, growth and achievement of synergy targets, (ii) statements about the implementation dates and benefits of certain strategic initiatives, (iii) statements about our integrations of OMX, the Philadelphia Stock Exchange and certain subsidiaries of Nord Pool, and (iv) other statements that are not historical facts. Forward-looking statements involve a number of risks, uncertainties or other factors beyond NASDAQ OMX's control. These factors include, but are not limited to, NASDAQ OMX's ability to implement its strategic initiatives, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors detailed in NASDAQ OMX's filings with the U.S. Securities Exchange Commission, including its annual reports on Form 10-K and quarterly reports on Form 10-Q which are available on NASDAQ OMX's website at http://www.nasdaqomx.com and the SEC's website at www.sec.gov. NASDAQ OMX undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

Contacts Media Relations:
Bethany Sherman
+1.212.401.8714
Anna Rasin
+46(8)405.6612

Contact Investor Relations:
Vincent Palmiere
+1.212.401.8742

(tables follow)
(income statement)
(revenue statement)
(balance sheet)
(pro forma income statement)
(pro forma revenue statement )
(GAAP reconciliation table)