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NASDAQ OMX Announces Second Quarter Results

August 6, 2008

           Net Income is $101.6 Million ($56.1 Million in Q207)               $0.48 Diluted EPS ($0.39 Diluted EPS in Q207) 

NEW YORK, Aug. 6, 2008 (PRIME NEWSWIRE) — The NASDAQ OMX Group (“NASDAQ OMX(r)”) (Nasdaq:NDAQ) today reported second quarter 2008 net income of $101.6 million, or $0.48 per diluted share, an increase of $45.5 million from $56.1 million, or $0.39 per diluted share, in the second quarter of 2007.

For comparison purposes net income and dilutive earnings per share for the second quarter of 2008 are presented on a non-GAAP basis and exclude merger expenses and gains from foreign currency contracts. Net income and dilutive earnings per share for earlier periods are presented on a pro-forma, non-GAAP basis that reflect the financial results of both NASDAQ and OMX as if they were a combined company for the periods presented and exclude merger expenses, gains (losses) from foreign currency contracts, and capital gains from shares in equity investments. For the second quarter of 2008 net income on a non-GAAP basis was $101.8 million, or $0.48 per diluted share, an increase when compared to pro forma non-GAAP net income of $77.2 million, or $0.38 per diluted share, for the second quarter of 2007. Second quarter 2008 non-GAAP net income also increased when compared to pro forma non-GAAP net income of $96.7 million, or $0.45 per diluted share, for the first quarter of 2008. The remaining results are presented on a pro forma basis unless otherwise noted.

Total revenues were $821.5 million in the second quarter of 2008. Revenues less liquidity rebates, brokerage, clearance and exchange fees (“net exchange revenues”) were $380.2 million for the second quarter of 2008, an increase of $43.9 million, or 13.1%, from the second quarter of 2007, and a slight decrease of $1.3 million, or 0.3% from the first quarter of 2008.

“NASDAQ OMX delivered solid results during the quarter on the strength of our diversified business model,” commented Bob Greifeld, Chief Executive Officer for NASDAQ OMX. “We’ve made excellent progress on the integration of OMX and now expect this transaction to accrete in first quarter of 2009, significantly ahead of schedule. Driving this acceleration is our confidence in realizing the $100 million expense synergy target by the first anniversary of closing the deal. And the integration of our most recent acquisition, the Philadelphia Stock Exchange, is also well underway and is expected to accrete to our shareholders by the end of 2008. As always, we will continue to follow our long-standing operating philosophy of leveraging massive scale against the extreme efficiency of our core technology.”

Recent Highlights

   * Completed the acquisition of the Philadelphia Stock Exchange,    expanding NASDAQ OMX's presence in the derivatives market. The    Philadelphia Stock Exchange, renamed NASDAQ OMX PHLX, the third    largest options market in the U.S., will operate as a distinct    market alongside The NASDAQ Options Market ("NOM").  With this    transaction, NASDAQ OMX has a combined market share of    approximately 17.0% in the U.S. equity options market between its    two markets and a much larger footprint in global derivatives.   * Maintained NASDAQ's leadership position as the largest single pool    of liquidity in which to trade U.S.-listed equities, matching    29.6% of all volume for the second quarter of 2008.  Total volume    matched on NASDAQ grew 34.1% from the second quarter of 2007.    NASDAQ also achieved new market share highs in the trading of    NYSE-listed securities, matching 22.1% of volume during the    quarter.  And during the month of July, for the first time NASDAQ    captured more trading in NYSE-listed securities than the New York    Stock Exchange on certain trading days.   * NASDAQ OMX continued the success of its Market Technology business    as it was selected as the technology provider for the Tokyo    Commodity Exchange (TOCOM) and the Hong Kong Mercantile Exchange    (HKMEx).  TOCOM is Japan's largest commodity exchange with more    than 75% market share, and lists commodities futures and options    contracts, including metals, oil and rubber.  HKMEx is a new    commodity exchange that will offer uniquely-structured contracts to    the international and domestic trading community.   * The NASDAQ Closing Cross reached a record day in the quarter as it    was used to calculate the entire family of U.S. Russell indexes    during their annual reconstitution. Approximately 893.3 million    shares representing a record $12.0 billion were executed in the    Closing Cross.   * The NOM, which began operations March 31, 2008, completed its first    full quarter of operations.  NOM is an electronic equity and index    options market and the first options trading platform to offer    true price/time priority.  This market now regularly trades    approximately 175,000 contracts per day, representing more than    1.0% of the total market.   * NASDAQ became the first U.S. stock exchange to facilitate    universal, free access to real-time trade data with the launch of    "NASDAQ Last Sale," -- or the last quoted price -- together with    CNBC, Google, The Wall Street Journal Digital Network and Xignite.   * NASDAQ OMX's pan European market, now known as NASDAQ OMX Europe,    selected European Multilateral Clearing Facility (EMCF), a    wholly-owned subsidiary of Fortis, an international financial    services provider, to deliver clearing services for NASDAQ OMX    Europe.  NASDAQ OMX Europe also launched proximity services, often    known as "co-location," enabling participants to locate their    trading engines on-site in order to enhance trading speed.  NASDAQ    OMX Europe is expected to begin operations in September.   * NASDAQ OMX attracted 54 new listings in the second quarter of 2008,    with 42 new listings in the U.S. and 12 in the Nordic market.    Included were 14 switches from the American Stock Exchange,    bringing the total for the year to 32.  A notable listing in the    second quarter is the switch from the New York Stock Exchange of    CA Inc. (Nasdaq:CA), a leading independent IT management software    company.  CA Inc. became the first NYSE-listed company to transfer    to NASDAQ and keep its two letter ticker symbol.  Also, in July,    CME Group (Nasdaq:CME) listed its common stock solely on The    NASDAQ Global Select Market, ceasing its listing on the New York    Stock Exchange.   * During the quarter NASDAQ OMX introduced 19 new and innovative    indexes, such as the NASDAQ OMX Middle East North Africa Index    (Nasdaq:QMEA), an index comprised of the largest and most liquid    companies domiciled in Middle Eastern and North African (MENA)    countries.  And in partnership with Clean Edge, Inc., NASDAQ OMX    introduced the NASDAQ OMX Clean Edge(r) Global Wind Energy Index    (Nasdaq:QWND), a new benchmark for the global wind energy sector    that includes companies that are primarily manufacturers,    developers, distributors, installers, and users of energy derived    from wind sources. 

“When looking at our results on a pro-forma non-GAAP basis, we delivered strong net income growth both sequentially and year-over-year,” said David Warren, NASDAQ OMX’s Chief Financial Officer. “Our integration with OMX is moving forward better than expected and the integration of PHLX is well underway despite closing the transaction only two weeks ago. These integrations, coupled with the planned acquisitions of the Boston Stock Exchange and certain assets of Nord Pool, provide us with a platform to drive continued efficiencies and improved performance this year and well into 2009 and beyond.”

Financial Review

NASDAQ OMX generates net exchange revenues from a diverse array of business operations. To view the revenue distribution, visit http://media.primezone.com/cache/6948/file/5929.xls

Market Services

Market Services net exchange revenues increased to $252.8 million, up 13.9% from the prior year quarter but down 4.2% from the first quarter of 2008.

Transaction Services

Net exchange revenues from Transaction Services were $136.5 million for the second quarter of 2008, an increase of $16.3 million, or 13.6%, when compared to the second quarter of 2007. Net exchange revenues declined $15.1 million, or 10.0%, from the first quarter of 2008.

   * Cash Equity Trading net exchange revenues increased from the prior    year quarter but declined from the first quarter of 2008.      o The increase from the prior year quarter is primarily due to        higher trading volumes for U.S.-listed equities.  Volume        matched on NASDAQ systems increased to 136.4 billion shares in        the second quarter of 2008, up 34.1% from 101.7 billion shares        in the second quarter of 2007.      o Decreases in net exchange revenues when compared to the first        quarter of 2008 are due primarily to a rebate received from        the National Securities Clearing Corporation, or NSCC, in the        prior quarter.  This rebate reduced cost of revenues, and        therefore resulted in higher net exchange revenues in the first        quarter of 2008.  Also contributing to the decline in cash        equity trading net exchange revenues from the first quarter of        2008 are lower trading volumes in both U.S. and Nordic        equities.      o Included in U.S. cash equity trading revenues in the second        quarter of 2008 are $37.3 million in SEC Section 31 fees,        compared with $73.1 million in the second quarter of 2007 and        $91.1 million in the first quarter of 2008.  Corresponding cost        of revenues reflecting the reimbursement of these fees to the        SEC are included in brokerage, clearance and exchange fees.   * Derivative Trading revenues increased from the prior year quarter    but declined from the first quarter of 2008.      o The increase from the prior year quarter is primarily due to        higher volume in fixed income products.  Also contributing to        the increases in revenues from the prior year quarter are        changes in the exchange rate of Swedish Krona as compared to        the U.S. dollar.  Included in second quarter 2008 net        derivative revenues is $0.8 million associated with the NOM,        which began operations on March 31, 2008.      o The decline in derivatives trading revenue when compared to        the first quarter of 2008 is due to lower transaction volumes        in the second quarter of 2008. 

Market Data

Market Data revenues were $87.1 million for the second quarter of 2008, up $9.6 million, or 12.4%, when compared to the second quarter of 2007, and up $3.9 million, or 4.7% from the first quarter of 2008.

   * Net U.S. Tape Plan revenues in the second quarter of 2008 were    down slightly when compared to the prior year quarter, but were up    $1.4 million, or 4.0% from the first quarter of 2008.      o U.S. Tape Plan revenues reflect revenues generated by members        of joint industry plans that distribute the national best bid        and offer and last sale information for U.S. equities.  Plan        members, such as NASDAQ OMX, share revenue collected from        disseminating this information.  The distribution of revenue to        each plan member is determined using a formula, required by        Regulation NMS, that calculates each participant's share of        trading and quoting activity.      o Driving U.S. Tape Plan revenues, net of revenue sharing plans,        higher in the second quarter of 2008 when compared to the first        quarter of 2008 were increases in NASDAQ OMX's share of        trading and quoting activity in NYSE-listed securities.        Somewhat offsetting this increase is a decline in NASDAQ OMX's        share of trading and quoting activity in NASDAQ-listed        securities.   * U.S. market data products revenues were $25.7 million in the second    quarter of 2008, an increase of $4.6 million, or 21.8% when    compared to the year ago quarter, and up $1.0 million, or 4.0% when    compared to the first quarter of 2008.  U.S. market data products    revenues reflect revenue generated from the sale of NASDAQ OMX    proprietary data products.  Revenue growth when compared to the    prior year quarter is driven by the launch of OpenView Basic, which    was launched during the second quarter of 2007, and continued    TotalView subscriber growth.  Revenue growth when compared to the    first quarter of 2008 is driven primarily by TotalView subscriber    growth.  Demand for other NASDAQ OMX proprietary products also    contributed to revenue growth.  * European market data products revenues were $25.2 million in the    second quarter of 2008, an increase when compared to the prior year    quarter and the first quarter of 2008 due to higher demand for    Nordic market data products and changes in the exchange rate of    Swedish Krona as compared to the U.S. dollar. 

Issuer Services

During the second quarter of 2008 Issuer Services revenues increased 2.5%, or $2.1 million, to $87.6 million from the second quarter of 2007 and 1.6%, or $1.4 million, from the prior quarter.

Listing Services

Listing Services revenues were $76.7 million for the second quarter of 2008, up $2.0 million, or 2.7%, when compared to both the second quarter of 2007 and the first quarter of 2008. Increases in revenues from prior periods are driven primarily by higher customer demand for corporate services provided by PrimeNewswire, Shareholder.com, Carpenter Moore Insurance, and Directors Desk.

Financial Products

Financial Products revenues were $10.9 million for the second quarter of 2008, up slightly when compared to the second quarter of 2007, but down $0.6 million when compared to the first quarter of 2008. The decline from the first quarter of 2008 is primarily due to lower license revenues associated with NASDAQ-licensed products.

Market Technology

Market Technology revenues were $38.7 million for the second quarter of 2008, an increase of $10.2 million, or 35.8%, when compared to $28.5 million in the second quarter of 2007 and an increase of $7.6 million, or 24.4%, when compared to $31.1 million in the first quarter of 2008. Revenue increases when compared to prior periods reflect new projects and increased demand for licensed products, technology support, and facilities management services.

Operating Expenses

Total operating expenses increased 9.6%, or $19.7 million, to $225.4 million from $205.7 million in the prior year quarter and 4.3%, or $9.3 million from $216.1 million in the prior quarter. Higher expenses were driven primarily by higher compensation expenses due to increases in accrued incentive compensation and higher amortized expenses associated with equity grants made to former OMX employees. Also contributing to higher costs in the current period were additional merger expenses. Somewhat offsetting these increases were declines in depreciation and amortization, reduced spending for professional and contract services and general and administrative expenses.

Net Interest Expense

Net interest expense was $12.9 million for the second quarter of 2008, compared with $17.6 million for the second quarter of 2007 and $17.8 million for the first quarter of 2008. The decline in net interest expense is primarily due to lower interest rates.

Dividend and Investment Income

Dividend and investment income was $2.9 million in the second quarter of 2008, up $0.4 million from the second quarter of 2007, and up $1.2 million when compared to the first quarter of 2008. Dividend and investment income for the quarter includes an ordinary dividend received on an investment in our available-for-sale portfolio.

Earnings Per Share

On a non-GAAP pro forma basis, second quarter 2008 earnings per diluted share were $0.48 versus $0.38 per diluted share in the prior year quarter, and $0.45 in the first quarter of 2008. NASDAQ OMX’s weighted average shares outstanding used to calculate diluted earnings per share were 214.4 million in the second quarter of 2008 versus 212.5 million in the year-ago quarter and 214.1 million in the first quarter of 2008.

The NASDAQ OMX Group, Inc. is the world’s largest exchange company. It delivers trading, exchange technology and public company services across six continents, and with over 3,900 companies, it is number one in worldwide listings among major markets. NASDAQ OMX offers multiple capital raising solutions to companies around the globe, including its U.S. listings market; the OMX Nordic Exchange, including First North; and the 144A PORTAL Market. The company offers trading across multiple asset classes including equities, derivatives, commodities, structured products and ETFs. NASDAQ OMX technology supports the operations of over 60 exchanges, clearing organizations and central securities depositories in more than 50 countries. OMX Nordic Exchange is not a legal entity but describes the common offering from NASDAQ OMX exchanges in Helsinki, Copenhagen, Stockholm, Iceland, Tallinn, Riga, and Vilnius. For more information about NASDAQ OMX, visit www.nasdaqomx.com.

Non-GAAP Information

In addition to disclosing results determined in accordance with GAAP, NASDAQ OMX also discloses certain non-GAAP results of operations, including net income and diluted earnings per share, that make certain adjustments or exclude certain charges and gains that are described in the reconciliation table of non-GAAP to GAAP information provided at the end of this release. Management believes that this 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 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, including NASDAQ OMX Europe and the transactions contemplated by our agreements with the Boston Stock Exchange and NordPool, and (iii) statements about our integrations with OMX and PHLX 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 report on Form 10-K for the fiscal year ending December 31, 2007 and quarterly report on Form 10-Q for the fiscal quarter ending March 31, 2008 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.

NDAQF

                        The NASDAQ OMX Group, Inc.               Condensed Consolidated Statements of Income                 (in millions, except per share amounts)                               (unaudited)                                           Three Months Ended                                 -------------------------------------                                 June 30,      March 31,       June 30,                                  2008           2008           2007                                 -------        -------        -------   Revenues  Market Services                $ 694.1        $ 727.0        $ 487.4  Issuer Services                   87.6           75.7           70.7  Market Technology                 38.7           11.0             --  Other                              1.1            0.1            0.1                                 -------        -------        -------    Total revenues                 821.5          813.8          558.2  Cost of revenues  Liquidity rebates               (346.8)        (384.8)        (238.3)  Brokerage, clearance and   exchange fees                   (94.5)        (150.7)        (121.2)                                 -------        -------        -------    Total cost of revenues        (441.3)        (535.5)        (359.5)                                 -------        -------        -------  Revenues less liquidity   rebates, brokerage, clearance   and exchange fees               380.2          278.3          198.7                                 -------        -------        -------  Operating Expenses  Compensation and benefits        115.2           73.4           49.7  Marketing and advertising          4.0            1.9            4.2  Depreciation and amortization     22.2           15.9            9.8  Professional and contract   services                         22.5           13.8            8.7  Computer operations and data   communications                   17.4            8.2            7.9  Provision for bad debts           (1.1)           1.0           (1.4)  Occupancy                         16.6           12.3            9.0  Regulatory                         7.5            7.5            7.1  Merger expenses                    5.7            1.4             --  General, administrative and   other                            15.4            9.9            4.8                                 -------        -------        -------    Total operating expenses       225.4          145.3           99.8                                 -------        -------        -------   Operating income                 154.8          133.0           98.9                                 -------        -------        -------   Other income (expense), net    Interest income                  8.0           10.2            7.7    Interest expense               (20.9)          (8.7)         (23.6)    Dividend and investment     income                          2.9            0.4           14.6    Income from unconsolidated     investees, net                  1.3           26.3             --    Gain (loss) on foreign     currency contracts              4.9           35.3           (1.7)    Strategic initiative costs        --             --           (1.6)                                 -------        -------        -------  Total other income (expense),   net                              (3.8)          63.5           (4.6)                                 -------        -------        -------   Minority interests                (0.8)          (0.3)            --                                 -------        -------        -------  Income before income taxes       150.2          196.2           94.3  Income tax provision              48.6           74.8           38.2                                 -------        -------        -------  Net income                     $ 101.6        $ 121.4        $  56.1                                 =======        =======        =======   Basic and diluted earnings   per share:    Basic                        $  0.51        $  0.75        $  0.50                                 =======        =======        =======    Diluted                      $  0.48        $  0.69        $  0.39                                 =======        =======        =======   Weighted-average common shares   outstanding for earnings per   share:    Basic                          199.7          161.0          112.7    Diluted                        214.4          176.2          152.0                         The NASDAQ OMX Group, Inc.                        Quarterly Revenue Detail                             (in millions)                              (unaudited)                                           Three Months Ended                                 -------------------------------------                                 June 30,      March 31,       June 30,                                  2008           2008           2007                                 -------        -------        -------  MARKET SERVICES    Transaction Services:    ---------------------    Cash Equity Trading Revenues:    U.S. cash equity trading     $ 495.0        $ 597.8        $ 403.3    Cost of revenues:      Liquidity rebates           (345.2)        (384.8)        (238.3)      Brokerage, clearance       and exchange fees           (94.5)        (150.7)        (121.2)                                 -------        -------        -------      Total U.S. cost of       revenues                   (439.7)        (535.5)        (359.5)                                 -------        -------        -------      Net U.S. cash equity       trading revenues             55.3           62.3           43.8    European cash equity trading    38.0           13.3             --                                 -------        -------        -------      Total cash equity trading       revenues                     93.3           75.6           43.8                                 -------        -------        -------     Derivative Trading Revenues:    U.S. derivative trading          2.4             --             --    Cost of revenues - liquidity     rebates                        (1.6)            --             --                                 -------        -------        -------      Net U.S. derivative       trading revenues              0.8             --             --    European derivative trading     19.8            7.7             --                                 -------        -------        -------      Total derivative trading       revenues                     20.6            7.7             --                                 -------        -------        -------     Access Services revenues        22.6           21.7           19.0                                 -------        -------        -------     Total Transaction Services     revenues less liquidity     rebates, brokerage,     clearance and exchange fees   136.5          105.0           62.8                                 -------        -------        -------     Market Data    -----------    Net U.S. tape revenue plans     36.2           34.8           36.4    U.S. market data products       25.7           24.7           21.1    European market data products   25.2            8.9             --                                 -------        -------        -------       Total Market Data revenues    87.1           68.4           57.5                                 -------        -------        -------     Broker Services                 12.0            7.2             --                                 -------        -------        -------     Other Market Services           17.2           10.9            7.6                                 -------        -------        -------     Total Market Services     revenues less liquidity     rebates, brokerage,     clearance and exchange fees   252.8          191.5          127.9                                 -------        -------        -------   ISSUER SERVICES    Listing Services:    -----------------    Annual renewal fees             30.5           30.3           31.1    Listing of additional     shares fees                    10.2           10.4           10.1    Initial listing fees             5.6            5.8            5.5                                 -------        -------        -------        Total U.S. listing fees     46.3           46.5           46.7      European listing fees         15.0            4.2             --      Corporate services            15.4           13.5           13.2                                 -------        -------        -------        Total Listing Services      76.7           64.2           59.9     Financial Products              10.9           11.5           10.8                                 -------        -------        -------        Total Issuer Services         revenues                   87.6           75.7           70.7                                 -------        -------        -------   MARKET TECHNOLOGY    License, support and project     revenues                       26.8            7.0             --    Facility management services     9.5            2.7             --    Other revenues                   2.4            1.3             --                                 -------        -------        -------      Total Market Technology       revenues                     38.7           11.0             --                                 -------        -------        -------   Other                              1.1            0.1            0.1                                 -------        -------        -------   Total revenues less liquidity   rebates, brokerage,   clearance and exchange fees   $ 380.2        $ 278.3        $ 198.7                                 =======        =======        =======                         The NASDAQ OMX Group, Inc.                  Condensed Consolidated Balance Sheets                              (in millions)                                                   June 30,    Dec. 31,                                                    2008        2007                                                  --------    --------  Assets                                        (unaudited)    Current assets:      Cash and cash equivalents                   $  740.0    $1,325.3      Financial investments, at fair value           137.0          --      Receivables, net                               354.9       249.5      Deferred tax assets                             18.1        10.8      Market value, outstanding derivative       positions                                     716.6          --      Other current assets                           197.0        96.4                                                  --------    --------    Total current assets                           2,163.6     1,682.0    Property and equipment, net                      160.1        64.5    Non-current deferred tax assets                  163.5        63.3    Goodwill                                       4,074.6       980.7    Intangible assets, net                         2,039.7       181.6    Other assets                                     367.5         7.3                                                  --------    --------    Total assets                                  $8,969.0    $2,979.4                                                  ========    ========   Liabilities and stockholders' equity    Current liabilities:      Accounts payable and accrued expenses       $  219.9    $  115.1      Section 31 fees payable to SEC                 109.8       103.6      Accrued personnel costs                         93.7        64.6      Deferred revenue                               164.5        60.5      Other accrued liabilities                      169.0        58.6      Deferred tax liabilities                        23.9         8.8      Market value, outstanding derivative       positions                                     716.6          --      Current portion of debt obligations             98.4          --                                                  --------    --------    Total current liabilities                      1,595.8       411.2    Debt obligations                               1,545.1       118.4    Non-current deferred tax liabilities             864.7        91.8    Non-current deferred revenue                     130.9        94.0    Other liabilities                                104.3        55.7                                                  --------    --------    Total liabilities                              4,240.8       771.1    Minority interests                                  12.9          --   Stockholders' equity  Common stock                                         2.0         1.4  Preferred stock                                       --          --  Additional paid-in capital                       3,474.5     1,189.2  Common stock in treasury, at cost                   (9.9)       (8.0)  Accumulated other comprehensive income (loss)       (4.7)       (4.7)  Retained earnings                                1,253.4     1,030.4                                                  --------    --------  Total stockholders' equity                       4,715.3     2,208.3                                                  --------    --------  Total liabilities, minority interests and   stockholders' equity                           $8,969.0    $2,979.4                                                  ========    ========                         The NASDAQ OMX Group, Inc.          Pro Forma Condensed Consolidated Statements of Income                 (in millions, except per share amounts)                               (unaudited)                                         Three Months Ended                           -------------------------------------------                           Mar 31,  Dec 31,  Sep 30,  Jun 30,  Mar 31,                            2008     2007     2007     2007     2007                           -------  -------  -------  -------  -------   Revenues  Market Services          $ 799.5  $ 694.6  $ 679.0  $ 581.4  $ 595.3  Issuer Services             86.2     92.2     86.9     85.5     79.6  Market Technology           31.1     37.0     24.9     28.5     28.6  Other                        0.2      0.2      0.3      0.4      0.4                           -------  -------  -------  -------  -------    Total revenues           917.0    824.0    791.1    695.8    703.9  Cost of revenues  Liquidity rebates         (384.8)  (295.1)  (291.2)  (238.3)  (225.2)  Brokerage, clearance   and exchange fees        (150.7)  (157.8)  (150.8)  (121.2)  (144.7)                           -------  -------  -------  -------  -------    Total cost of revenues  (535.5)  (452.9)  (442.0)  (359.5)  (369.9)                           -------  -------  -------  -------  -------  Revenues less liquidity   rebates, brokerage,   clearance and exchange   fees                      381.5    371.1    349.1    336.3    334.0                           -------  -------  -------  -------  -------  Expenses  Compensation and benefits  104.5    101.0     95.6     95.7     84.2  Marketing and advertising    3.8     11.9      5.6      6.7      6.9  Depreciation and   amortization               24.6     24.4     23.8     24.2     24.2  Professional and contract   services                   24.0     22.5     18.3     23.2     20.8  Computer operations and   data communications        16.0     15.9     13.9     16.2     17.5  Provision for bad debts      1.0     (0.4)     0.2     (1.4)     3.5  Occupancy                   16.6     17.1     15.9     16.6     14.9  Regulatory                   7.5      7.4      7.7      7.1      6.7  Merger expenses              1.4       --       --       --       --  General, administrative   and other                  16.7     20.9     35.7     17.4     28.0                           -------  -------  -------  -------  -------    Total operating     expenses                216.1    220.7    216.7    205.7    206.7                           -------  -------  -------  -------  -------   Operating income           165.4    150.4    132.4    130.6    127.3                           -------  -------  -------  -------  -------    Interest income            4.9      8.5      9.4     11.4      8.2    Interest expense         (22.7)   (26.6)   (29.0)   (29.0)   (29.0)    Dividend and investment     income                    1.7       --       --      2.5       --    Income (loss) from     unconsolidated     investees, net           (0.3)    (0.6)    (0.1)     0.3     (0.6)    Gain (loss) on foreign     currency contracts       35.3     18.2     35.3     (1.7)      --    Capital gains from     shares in equity     investments                --      0.5       --     14.7       --                           -------  -------  -------  -------  -------  Total other income   (expense), net             18.9     (0.0)    15.6     (1.8)   (21.4)                           -------  -------  -------  -------  -------   Minority interests          (0.2)    (0.2)    (0.4)    (0.3)      --                           -------  -------  -------  -------  -------  Income before income   taxes                     184.1    150.2    147.6    128.5    105.9  Income tax provision        65.9     49.3     47.1     39.0     33.5                           -------  -------  -------  -------  -------  Net income               $ 118.2  $ 100.9  $ 100.5  $  89.5  $  72.4                           =======  =======  =======  =======  =======   Basic and diluted   earnings per share:    Basic                  $  0.59  $  0.54  $  0.58  $  0.52  $  0.42                           =======  =======  =======  =======  =======    Diluted                $  0.55  $  0.48  $  0.48  $  0.43  $  0.35                           =======  =======  =======  =======  =======   Weighted-average common   shares outstanding for   earnings per share:    Basic                    198.9    186.3    173.7    173.3    173.0    Diluted                  214.1    214.5    212.8    212.5    212.4                         The NASDAQ OMX Group, Inc.                   Pro Forma Quarterly Revenue Detail                             (in millions)                              (unaudited)                                       Three Months Ended                           -------------------------------------------                           Mar 31,  Dec 31,  Sep 30,  Jun 30,  Mar 31,                            2008     2007     2007     2007     2007                           -------  -------  -------  -------  -------  MARKET SERVICES    Transaction Services:      Cash Equity Trading       Revenues:      U.S. cash equity       trading             $ 597.8  $ 501.2  $ 491.3  $ 403.3  $ 410.5      Cost of revenues:        Liquidity rebates   (384.8)  (295.1)  (291.2)  (238.3)  (225.2)        Brokerage,         clearance and         exchange fees      (150.7)  (157.8)  (150.8)  (121.2)  (144.7)                           -------  -------  -------  -------  -------          Total U.S. cost           of revenues      (535.5)  (452.9)  (442.0)  (359.5)  (369.9)                           -------  -------  -------  -------  -------          Net U.S. cash           equity trading           revenues           62.3     48.3     49.3     43.8     40.6      European cash equity       trading                43.6     45.6     44.5     40.7     43.2                           -------  -------  -------  -------  -------            Total cash             equity trading             revenues        105.9     93.9     93.8     84.5     83.8                           -------  -------  -------  -------  -------             European             derivative             trading             revenues         24.0     17.2     16.0     16.7     21.5     Access Services     revenues                 21.7     20.3     19.1     19.0     18.6                           -------  -------  -------  -------  -------     Total Transaction     Services revenues     less liquidity     rebates, brokerage,     clearance and     exchange fees           151.6    131.4    128.9    120.2    123.9                           -------  -------  -------  -------  -------     Market Data:      Net U.S. tape       revenue plans          34.8     37.4     37.3     36.4     38.8      U.S. market data       products               24.7     24.3     22.8     21.1     19.8      European market data       products               23.7     22.4     21.4     20.0     18.9                           -------  -------  -------  -------  -------             Total Market             Data revenues    83.2     84.1     81.5     77.5     77.5     Broker Services           13.9     14.3     13.1     11.6     12.0     Other Market Services     15.3     11.9     13.5     12.6     12.0                           -------  -------  -------  -------  -------    Total Market Services     revenues less     liquidity rebates,     brokerage, clearance     and exchange fees       264.0    241.7    237.0    221.9    225.4                           -------  -------  -------  -------  -------   ISSUER SERVICES    Listing Services:      Annual renewal fees     30.3     32.2     31.6     31.1     30.7      Listing of additional       shares fees            10.4     10.4     10.4     10.1      9.7      Initial listing fees     5.8      5.7      5.6      5.5      5.4                           -------  -------  -------  -------  -------            Total U.S.             listing fees     46.5     48.3     47.6     46.7     45.8      European listing fees   14.7     18.6     13.7     14.8     13.2      Corporate services      13.5     13.7     13.9     13.2     11.7                           -------  -------  -------  -------  -------            Total Listing             Services         74.7     80.6     75.2     74.7     70.7                           -------  -------  -------  -------  -------     Financial Products        11.5     11.6     11.7     10.8      8.9                           -------  -------  -------  -------  -------            Total Issuer             Services             revenues         86.2     92.2     86.9     85.5     79.6                           -------  -------  -------  -------  -------   MARKET TECHNOLOGY    License, support and     project revenues         20.8     20.9     14.3     18.2     18.8    Facility management     services                  7.7      8.9      8.0      8.2      6.1    Other revenues             2.6      7.2      2.6      2.1      3.7                           -------  -------  -------  -------  -------            Total Market             Technology             revenues         31.1     37.0     24.9     28.5     28.6                           -------  -------  -------  -------  -------   Other                        0.2      0.2      0.3      0.4      0.4                           -------  -------  -------  -------  -------   Total revenues less   liquidity rebates,   brokerage, clearance   and exchange fees       $ 381.5  $ 371.1  $ 349.1  $ 336.3  $ 334.0                           =======  =======  =======  =======  =======                         The NASDAQ OMX Group, Inc.                      Quarterly Key Drivers Detail                               (unaudited)                                      Three Months Ended                      ------------------------------------------------                       2Q'08     1Q'08     4Q'07     3Q'07     2Q'07                      --------  --------  --------  --------  --------   Key Drivers  -----------  Market Services    Cash Equity Trading      Average daily       share volume       in NASDAQ       securities (mn)   2,108     2,451     2,187     2,181     2,135       Matched market       share in NASDAQ       securities (a)     42.0%     46.8%     45.6%     47.3%     46.1%       Market share       reported to the       FINRA/NASDAQ       Trade Reporting       Facility in       NASDAQ       securities (b)     23.1%     20.7%     23.0%     23.2%     26.2%       Total market       share in NASDAQ       securities (c)     65.1%     67.5%     68.6%     70.5%     72.3%       Average daily       share volume       in NYSE       securities (mn)   4,100     4,503     3,558     3,658     3,055       Matched market       share in NYSE       securities (a)     22.1%     21.1%     18.8%     18.0%     15.9%       Market share       reported to the       FINRA/NASDAQ       Trade Reporting       Facility in       NYSE       securities (b)     19.2%     16.6%     18.1%     17.0%     18.6%       Total market       share in NYSE       securities (c)     41.3%     37.7%     36.9%     35.0%     34.5%       Matched market       share in AMEX       and regional       securities (a)     34.3%     36.2%     35.2%     34.2%     32.4%       Market share       reported to the       FINRA/NASDAQ       Trade Reporting       Facility in       AMEX and       regional       securities (b)     17.0%     16.1%     17.7%     18.2%     20.9%       Total market       share in AMEX       and regional       securities (c)     51.3%     52.3%     52.9%     52.4%     53.3%       Matched share       volume in all       U.S.-listed       equities (bn)     136.4     153.7     123.4     121.7     101.7       Matched market       share in all       U.S.-listed       equities (a)       29.6%     31.0%     29.7%     29.5%     28.8%       Average daily       number of       equity trades       on the Nordic       Exchange        194,006   216,618        --        --        --       Average daily       value of shares       trades on       the Nordic       Exchange (mn)  $  6,089  $  6,843        --        --        --     Derivative Trading       Average daily       volume of       equity and       fixed-income       contracts       traded on the       Nordic Exchange 435,601   575,225        --        --        --       Average daily       volume of       Nordic equity       contracts       traded on EDX       London          150,891   163,766        --        --        --       Average daily       volume of       Finnish option       contracts       traded on       Eurex (d)        74,108    77,769        --        --        --   Issuer Services     Initial public     offerings      NASDAQ                 3         7        37        22        38      OMX                    9         2        --        --        --    New listings      NASDAQ (e)            42        48        90        56        71      OMX                   12         2        --        --        --    Number of listed     companies      NASDAQ (f)         3,080     3,115     3,135     3,134     3,164      OMX (g)              847       849        --        --        --   Market Technology     Order intake     (mn) (h)         $   78.5  $   46.7        --        --        --    Total order     value (mn) (i)   $  435.0  $  391.4        --        --        --   (a) Transactions executed on NASDAQ's systems.  (b) Transactions reported to the FINRA/NASDAQ TRF.  (c) Transactions executed on NASDAQ's systems plus trades reported to      NASDAQ through the FINRA/NASDAQ TRF.  (d) Options of OMX-listed companies traded on Eurex.  (e) New listings include initial public offerings, including those      completed on a best efforts basis, issuers that switched from      other listing venues, closed-end funds and separately listed      ETFs.  (f) Includes separately listed ETFs.  (g) Number of listed companies at OMX represents companies listed on      the Nordic Exchange and companies on its alternative market,      First North.  (h) Total contract value of orders signed for period.  (i) Represents total contract value of orders signed that are yet to      be recognized as revenue.    FINRA is a registered trademark of the Financial Industry Regulatory  Authority and is used under license from the Financial Industry  Regulatory Authority.                         The NASDAQ OMX Group, Inc.        Reconciliation of GAAP to Pro Forma Non-GAAP Earnings and     Reconciliation of GAAP to Pro Forma Non-GAAP Run Rate Operating                                Expenses                (in millions, except per share amounts)                              (unaudited)                                             Three Months Ended                                     ---------------------------------                                     June 30,    March 31,     June 30,                                      2008         2008         2007                                     -------      -------      -------   GAAP Net Income:                   $ 101.6      $ 121.4      $  56.1  ----------------  Pro Forma Adjustments:    OMX results                           --         22.9         41.4    Amortization of intangibles           --         (0.6)        (2.3)    Interest (expense) income, net     adjustments                          --         (9.8)         2.7    Income from unconsolidated     investees, net                       --        (15.8)          --    Dividend income                       --           --         (9.4)    Strategic initiative costs            --           --          1.0    Minority interest                     --          0.1           --                                     -------      -------      -------    Total Adjustments                     --         (3.2)        33.4                                     -------      -------      -------  Pro Forma Net Income               $ 101.6      $ 118.2      $  89.5   Other Adjustments:    Technology review                     --           --          0.5    Workforce reductions                  --           --          0.7    Pension plan and SERP freeze          --           --          0.2    Merger expenses                      3.7          0.9           --    (Gain) loss on foreign currency     contracts                          (3.5)       (22.4)         1.0    Capital gains from shares in     equity investments                   --           --        (14.7)                                     -------      -------      -------    Total Adjustments                    0.2        (21.5)       (12.3)                                     -------      -------      -------   Pro Forma Non-GAAP Net Income      $ 101.8      $  96.7      $  77.2                                     =======      =======      =======   GAAP Earnings per Common Share:  -------------------------------  Diluted Earnings per Common Share  $  0.48      $  0.69      $  0.39  Pro Forma Adjustments:    Total Adj. from GAAP Net Income     Above:                               --        (0.14)        0.04                                     -------      -------      -------  Pro Forma Diluted Earnings per   Common Share                         0.48         0.55         0.43    Total Adj. from Pro Forma Net     Income Above:                        --        (0.10)       (0.05)                                     -------      -------      -------  Pro Forma Non-GAAP Diluted   Earnings per Common Share         $  0.48      $  0.45      $  0.38                                     =======      =======      =======                                              Three Months Ended                                     ---------------------------------                                     June 30,     Dec 31,                                      2008         2007       Variance                                     -------      -------      -------   GAAP Operating Expenses:           $ 225.4      $ 110.0      $ 115.4  Pro Forma Adjustments:    OMX results                           --        122.0       (122.0)    Amortization of intangibles           --          3.8         (3.8)    Professional and contract     services                             --         (2.2)         2.2    Computer operations and data     communications                       --        (12.9)        12.9                                     -------      -------      -------    Total Adjustments                     --        110.7       (110.7)                                     -------      -------      -------   Pro Forma Operating Expenses       $ 225.4      $ 220.7      $   4.7   Other Adjustments:    Merger expenses                     (5.7)        (1.7)        (4.0)    Currency translation                (6.8)          --         (6.8)    Investment initiatives              (4.0)        (1.6)        (2.4)    Normalized marketing                 4.0           --          4.0    Incremental bonus accrual           (3.5)          --         (3.5)                                     -------      -------      -------    Total Adjustments                  (16.0)        (3.3)       (12.7)                                     -------      -------      -------   Pro Forma Non-GAAP Run Rate   Operating Expenses                $ 209.4      $ 217.4      $  (8.0)                                     =======      =======      ======= 

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 CONTACT:  The NASDAQ OMX Group           Media Contacts:           Silvia Davi             +1.646.441.5014           Jonas Rodny             +46(8)405.7267           Investor Relations Contact:           Vince Palmiere             +1.212.401.8742 



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