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NASDAQ OMX Group 10-Q 2008
Form 10-Q for the quarterly period ended June 30, 2008
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2008

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number: 000-32651

 

 

The NASDAQ OMX Group, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   52-1165937

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

 

One Liberty Plaza, New York, New York   10006
(Address of Principal Executive Offices)   (Zip Code)

+1 212 401 8700

(Registrant’s telephone number, including area code)

No changes

(Former name, former address and former fiscal year, if changed since last report)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x    Accelerated filer  ¨    Non-accelerated filer  ¨    Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class

  

Outstanding at August 1, 2008

Common Stock, $.01 par value per share    199,924,340 shares

 

 

 


Table of Contents

The NASDAQ OMX Group, Inc.

Form 10-Q

For the Quarterly Period Ended June 30, 2008

INDEX

 

PART I. FINANCIAL INFORMATION   
Item 1.    Financial Statements (unaudited)    2
   Condensed Consolidated Statements of Income—Three and Six Months Ended June 30, 2008 and 2007    2
   Condensed Consolidated Balance Sheets—June 30, 2008 and December 31, 2007    3
   Condensed Consolidated Statements of Cash Flows—Six Months Ended June 30, 2008 and 2007    4
   Notes to Condensed Consolidated Financial Statements    5
Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations    38
Item 3.    Quantitative and Qualitative Disclosures About Market Risk    51
Item 4.    Controls and Procedures    54
PART II. OTHER INFORMATION   
Item 1.    Legal Proceedings    54
Item 1A.    Risk Factors    54
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds    56
Item 3.    Defaults upon Senior Securities    56
Item 4.    Submission of Matters to a Vote of Security Holders    56
Item 5.    Other Information    57
Item 6.    Exhibits    57
SIGNATURES    58

 

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Table of Contents

About This Form 10-Q

The NASDAQ OMX Group, Inc., is a holding company created by the combination of the businesses of The Nasdaq Stock Market, Inc. and OMX AB (publ) which was completed on February 27, 2008. Under the purchase method of accounting, Nasdaq was treated as the accounting and legal acquirer in this business combination. As such, Nasdaq is the predecessor reporting entity of NASDAQ OMX and the results of operations of OMX are only included in NASDAQ OMX’s consolidated results of operations from February 27, 2008.

Throughout this Form 10-Q, unless otherwise specified:

 

   

“Nasdaq” refers to The Nasdaq Stock Market, Inc., as that entity operated prior to the business combination with OMX.

 

   

The “Exchange” and “The NASDAQ Stock Market” refer to The NASDAQ Stock Market LLC and its wholly-owned subsidiaries.

 

   

“OMX” refers to OMX AB (publ), as that entity operated prior to the business combination with Nasdaq.

 

   

“Nordic Exchange” refers to collectively, the OMX Nordic Exchange Stockholm, the OMX Nordic Exchange Copenhagen, the OMX Nordic Exchange Helsinki, the OMX Nordic Exchange Iceland, the Tallinn Stock Exchange, the Riga Stock Exchange and the Vilnius Stock Exchange.

 

   

“PHLX” refers to the Philadelphia Stock Exchange, Inc. and Subsidiaries.

 

   

“NASDAQ OMX,” “we,” “us” and “our” refer to The NASDAQ OMX Group, Inc.

 

   

“SEK” or “Swedish Krona” refers to the lawful currency of Sweden.

 

   

“NOK” refers to the lawful currency of Norway.

This Quarterly Report on Form 10-Q includes market share and industry data that we obtained from industry publications and surveys, reports of governmental agencies and internal company surveys. Industry publications and surveys generally state that the information they contain has been obtained from sources believed to be reliable, but we cannot assure you that this information is accurate or complete. We have not independently verified any of the data from third-party sources nor have we ascertained the underlying economic assumptions relied upon therein. Statements as to our market position are based on the most currently available market data. For market comparison purposes, The NASDAQ Stock Market data in this Quarterly Report on Form 10-Q for initial public offerings, or IPOs, is based on data provided by Thomson Financial, which does not include best efforts underwritings, and we have chosen to exclude closed-end funds; therefore, the data may not be comparable to other publicly-available initial public offering data. Data in this Quarterly Report on Form 10-Q for secondary offerings for The NASDAQ Stock Market is also based on data provided by Thomson Financial. Data in this Quarterly Report on Form 10-Q for new listings of equity securities on The NASDAQ Stock Market is based on data generated internally by us, which includes best efforts underwritings and issuers that switched from other listing venues, closed-end funds and exchange traded funds, or ETFs. OMX data in this Quarterly Report on Form 10-Q for IPOs and new listings of equities securities on the Nordic Exchange is also based on data generated internally by us. IPOs, secondary offerings and new listings data is presented as of period end. While we are not aware of any misstatements regarding industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed in the “Risk Factors” section in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.

 

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Table of Contents

Forward-Looking Statements

The U.S. Securities and Exchange Commission, or SEC, encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This Quarterly Report on Form 10-Q contains these types of statements. Words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes” and words or terms of similar substance used in connection with any discussion of future operating results or financial performance identify forward-looking statements. These include, among others, statements relating to:

 

   

2008 outlook;

 

   

the scope, nature or impact of acquisitions, dispositions, investments or other transactional activities;

 

   

the integration of the businesses of Nasdaq, OMX and PHLX, including accounting decisions relating thereto;

 

   

the effective dates for and expected benefits of ongoing initiatives; and

 

   

the outcome of any litigation and/or government investigation to which we are a party and other contingencies.

Forward-looking statements involve risks and uncertainties. Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include, among others, the following:

 

   

our operating results may be lower than expected;

 

   

our ability to successfully integrate the businesses of Nasdaq, OMX and PHLX, including the fact that such integration may be more difficult, time consuming or costly than expected and our ability to realize synergies from the business combination of Nasdaq, OMX and PHLX, as well as our proposed acquisitions of The Boston Stock Exchange and certain businesses of Nord Pool ASA, or Nord Pool;

 

   

loss of significant trading volume or listed companies;

 

   

covenants in the indenture governing our indebtedness and the agreements governing our other indebtedness, which may restrict the operation of our business;

 

   

economic, political and market conditions and fluctuations, including interest rate risk, inherent in U.S. and international operations;

 

   

government and industry regulation; and

 

   

adverse changes that may occur in the securities markets generally.

Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the uncertainty and risk resulting from such uncertainty in connection with any forward-looking statements that we make. These risk factors are more fully described under the caption Part 2. Item 1A. Risk Factors,” in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2008. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. You should carefully read this entire Form 10-Q, including “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our condensed consolidated financial statements and the related notes. Except as required by the federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

 

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Table of Contents

The NASDAQ OMX Group, Inc.

PART 1—FINANCIAL INFORMATION

Item 1. Financial Statements

The NASDAQ OMX Group, Inc.

Condensed Consolidated Statements of Income

(Unaudited)

(in thousands, except per share amounts)

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2008     2007     2008     2007  

Revenues

        

Market Services

   $ 694,085     $ 487,390     $ 1,421,048     $ 982,883  

Issuer Services

     87,622       70,742       163,310       137,093  

Market Technology

     38,678       —         49,661       —    

Other

     1,093       69       1,286       171  
                                

Total revenues

     821,478       558,201       1,635,305       1,120,147  

Cost of revenues

        

Liquidity rebates

     (346,767 )     (238,313 )     (731,538 )     (463,503 )

Brokerage, clearance and exchange fees

     (94,558 )     (121,208 )     (245,281 )     (265,898 )
                                

Total cost of revenues

     (441,325 )     (359,521 )     (976,819 )     (729,401 )
                                

Revenues less liquidity rebates, brokerage, clearance and exchange fees

     380,153       198,680       658,486       390,746  
                                

Operating Expenses

        

Compensation and benefits

     115,176       49,704       188,578       93,977  

Marketing and advertising

     3,960       4,227       5,858       9,101  

Depreciation and amortization

     22,193       9,796       38,105       19,635  

Professional and contract services

     22,543       8,652       36,344       17,034  

Computer operations and data communications

     17,394       7,916       25,571       16,112  

Provision for bad debts

     (1,113 )     (1,359 )     (147 )     2,130  

Occupancy

     16,595       8,975       28,928       17,840  

Regulatory

     7,487       7,112       14,959       13,835  

Merger expenses

     5,704       —         7,165       —    

General, administrative and other

     15,392       4,806       25,284       20,827  
                                

Total operating expenses

     225,331       99,829       370,645       210,491  
                                

Operating income

     154,822       98,851       287,841       180,255  

Other income (expense), net

     (3,778 )     (4,518 )     59,668       (55,170 )

Minority interests

     (827 )     —         (1,080 )     96  
                                

Income before income taxes

     150,217       94,333       346,429       125,181  

Income tax provision

     48,580       38,205       123,429       50,736  
                                

Net income

   $ 101,637     $ 56,128     $ 223,000     $ 74,445  
                                

Basic and diluted earnings per share:

        

Basic

   $ 0.51     $ 0.50     $ 1.24     $ 0.66  
                                

Diluted

   $ 0.48     $ 0.39     $ 1.15     $ 0.52  
                                

See accompanying notes to condensed consolidated financial statements.

 

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Table of Contents

The NASDAQ OMX Group, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share and par value amounts)

 

     June 30,
2008
    December 31,
2007
 
     (Unaudited)        

Assets

    

Current assets:

    

Cash and cash equivalents

   $ 739,999     $ 1,325,314  

Financial investments, at fair value

     136,971       —    

Receivables, net

     354,931       249,524  

Deferred tax assets

     18,066       10,794  

Market value, outstanding derivative positions

     716,632       —    

Other current assets

     196,987       96,385  
                

Total current assets

     2,163,586       1,682,017  

Property and equipment, net

     160,056       64,523  

Non-current deferred tax assets

     163,521       63,279  

Goodwill

     4,074,588       980,736  

Intangible assets, net

     2,039,653       181,612  

Other assets

     367,581       7,230  
                

Total assets

   $ 8,968,985     $ 2,979,397  
                

Liabilities and stockholders’ equity

    

Current liabilities:

    

Accounts payable and accrued expenses

   $ 219,866     $ 115,114  

Section 31 fees payable to SEC

     109,723       103,574  

Accrued personnel costs

     93,688       64,625  

Deferred revenue

     164,506       60,537  

Other accrued liabilities

     169,011       58,540  

Deferred tax liabilities

     23,939       8,807  

Market value, outstanding derivative positions

     716,632       —    

Current portion of debt obligations

     98,438       —    
                

Total current liabilities

     1,595,803       411,197  

Debt obligations

     1,545,145       118,438  

Non-current deferred tax liabilities

     864,698       91,811  

Non-current deferred revenue

     130,934       94,045  

Other liabilities

     104,248       55,623  
                

Total liabilities

     4,240,828       771,114  

Minority interests

     12,896       —    

Stockholders’ equity

    

Common stock, $0.01 par value, 300,000,000 shares authorized, shares issued: 200,133,804 at June 30, 2008 and 139,096,762 at December 31, 2007; shares outstanding: 199,861,427 at June 30, 2008 and 138,869,150 at December 31, 2007

     2,004       1,393  

Preferred stock, 30,000,000 shares authorized, none issued or outstanding

     —         —    

Additional paid-in capital

     3,474,450       1,189,224  

Common stock in treasury, at cost: 272,377 shares at June 30, 2008 and 227,612 shares at December 31, 2007

     (9,896 )     (8,035 )

Accumulated other comprehensive income (loss)

     (4,695 )     (4,697 )

Retained earnings

     1,253,398       1,030,398  
                

Total stockholders’ equity

     4,715,261       2,208,283  
                

Total liabilities, minority interests and stockholders’ equity

   $ 8,968,985     $ 2,979,397  
                

See accompanying notes to condensed consolidated financial statements.

 

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Table of Contents

The NASDAQ OMX Group, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)

 

     Six Months Ended
June 30,
 
     2008     2007  

Cash provided by operating activities

    

Net income

   $ 223,000     $ 74,445  

Adjustments to reconcile net income to cash provided by operating activities:

    

Depreciation and amortization

     38,105       19,635  

Share-based compensation

     11,488       7,564  

Income tax benefit related to share-based compensation

     (3,020 )     (4,568 )

Provision for bad debts

     (147 )     2,130  

(Gain) loss on foreign currency contracts

     (40,137 )     9,509  

Deferred taxes, net

     (38,719 )     (32,723 )

Income from unconsolidated investees, net

     (27,641 )     —    

Clearing contract charge

     —         10,620  

Strategic initiative costs

     —         26,511  

Foreign currency translation adjustment

     9,536       —    

Other non-cash items included in net income

     830       2,703  

Net change in operating assets and liabilities, net of effects of acquisitions:

    

Receivables, net

     17,609       (48,806 )

Other assets

     1,594       (9,901 )

Accounts payable and accrued expenses

     31,827       6,078  

Section 31 fees payable to SEC

     6,149       72,175  

Accrued personnel costs

     (17,457 )     (21,452 )

Deferred revenue

     48,715       77,700  

Other accrued liabilities

     18,134       (2,287 )

Other liabilities

     (7,346 )     (9,036 )
                

Cash provided by operating activities

     272,520       180,297  
                

Cash flows from investing activities

    

Purchases of trading investment securities

     (26,024 )     —    

Purchases of foreign currency contracts

     (12,500 )     (12,988 )

Settlement of foreign currency contracts

     66,515       63,900  

Purchases of available-for-sale investments, net

     —         (53,532 )

Proceeds from maturities of available-for-sale investments

     —         47,910  

Proceeds from redemptions of available-for-sale investments

     —         30,100  

Acquisitions of businesses, net of cash and cash equivalents acquired

     (1,989,044 )     —    

Purchases of property and equipment

     (26,474 )     (7,776 )

Other

     —         127  
                

Cash provided by (used in) investing activities

     (1,987,527 )     67,741  

Cash flows from financing activities

    

Proceeds from debt obligations, net of debt issuance costs

     1,476,968       —    

Payments of debt obligations

     (352,918 )     (5,341 )

Issuances of common stock, net of treasury stock purchases

     2,622       5,738  

Income tax benefit related to share-based compensation

     3,020       4,568  
                

Cash provided by financing activities

     1,129,692       4,965  
                

Increase (decrease) in cash and cash equivalents

     (585,315 )     253,003  

Cash and cash equivalents at beginning of period

     1,325,314       321,995  
                

Cash and cash equivalents at end of period

   $ 739,999     $ 574,998  
                

Supplemental Disclosure Cash Flow Information

    

Cash paid for:

    

Interest

   $ 14,776     $ 48,932  

Income taxes, net of refund

   $ 151,531     $ 62,118  

See accompanying notes to condensed consolidated financial statements.

 

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The NASDAQ OMX Group, Inc

Notes to Condensed Consolidated Financial Statements

1. Organization and Nature of Operations

On February 27, 2008, Nasdaq and OMX combined their businesses and Nasdaq was renamed The NASDAQ OMX Group, Inc. NASDAQ OMX is a holding company that through its subsidiaries operates the following exchanges: The Exchange in the United States and the Nordic Exchange in the Nordic-Baltic region. NASDAQ OMX also operates certain other related businesses through other subsidiaries. Nasdaq became a holding company on August 1, 2006 when the Exchange commenced operations as a national securities exchange for NASDAQ-listed securities. The Exchange commenced operations as a national securities exchange for non-NASDAQ-listed securities on February 12, 2007.

NASDAQ OMX, through its subsidiaries, is a leading provider of securities listing, trading, and information products and services and also provides technology solutions to exchanges and other marketplaces. NASDAQ OMX has operations around the world, spanning developed and emerging markets. Its global offerings include trading across multiple asset classes, capital formation solutions, financial services and exchanges technology, market data products, and financial indexes.

Our revenue sources are diverse and include revenues from transaction services, market data products and services, listing fees, insurance products, shareholder, directors and newswire services, financial products and market technology. The Exchange is the largest electronic equity securities market in the United States, both in terms of number of listed companies and traded share volume. As of June 30, 2008, the Exchange was home to 3,080 listed companies with a combined market capitalization of approximately $4.0 trillion. The Nordic Exchange is the largest securities marketplace in Northern Europe. As of June 30, 2008, the Nordic Exchange was home to 847 listed companies with a combined market capitalization of approximately $1.1 trillion.

We manage, operate and provide our products and services in three business segments: Market Services, Issuer Services and Market Technology.

Market Services. Our Market Services segment includes our U.S. and European Transaction Services business (cash equity and derivative trading), as well as our Market Data and Broker Services businesses. Our transaction-based platform in the U.S. provides our market participants with the ability to access, process, display and integrate orders and quotes for cash equities and derivatives. The platform allows us to route and execute buy and sell orders as well as report transactions for NASDAQ-listed securities and those securities listed on other national securities exchanges in the U.S., providing fee-based revenues. Our European operations include trading and clearing revenues from equity and derivative products traded on the Nordic Exchange.

Market data revenues in the U.S. are generated by providing varying levels of quote and trade information to market participants and data vendors, who in turn sell subscriptions for this information to the public. Our systems enable vendors to gain direct access to our detailed order data, index information, mutual fund pricing information, and corporate action information on NASDAQ-listed securities. European market data revenues, which are subscription based, are generated through the sale and distribution of trading information based on the data generated through trading on the Nordic Exchange.

Broker Services offers technology and customized securities administration solutions to financial participants trading on the Nordic Exchange and the markets in the United Kingdom, primarily the London Stock Exchange. Broker Services provide services through a registered securities company which is regulated by the Swedish and United Kingdom Financial Supervisory Authorities. Revenues are based on a fixed basic fee for back office brokerage services, such as administration or licensing, maintenance and operations, and a variable portion that depends on the number of transactions completed.

Issuer Services. Our Issuer Services segment includes our U.S. and European Listing Services and Financial Products businesses. In the U.S., companies listed on The NASDAQ Stock Market represent a diverse array of industries including information technology, financial services, healthcare, consumer products and industrials. There are three types of fees applicable to companies that list on The NASDAQ Stock Market: annual, listing and listing of additional share fees. In addition, our Listing Services business includes revenues generated through our insurance business, shareholder, directors and newswire services (Corporate services). We also develop and license financial products and associated derivatives based on NASDAQ indexes. These include the PowerShares QQQ, which is an ETF based on the NASDAQ-100 Index. We also generate revenues by licensing and listing third-party structured products and third-party sponsored ETFs. Our European Listing Services include companies listed on the Nordic Exchange and fees are directly related to the listed companies’ market capitalization.

Market Technology. The Market Technology segment delivers technology and services to marketplaces throughout the world. Market Technology provides technology solutions for trading, clearing and settlement information dissemination, and also offers facility management integration and advisory services. Revenues are derived from three primary sources: licensing, support and project revenues, facility management services revenues and other revenues. License, support and project revenues are derived from the system solutions developed and sold by NASDAQ OMX. After we have developed and sold a system solution, the customer licenses the right to use the software. Facility management services revenues are derived when NASDAQ OMX assumes responsibility for the continuous operation of a system platform for a customer and receives facility management services revenues. Other revenues are derived from advisory services.

 

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For further discussion of our segments, see Note 17, “Segments.” For further discussion of our revenue recognition policies, see “Revenue Recognition and Cost of Revenues,” of Note 2, “Summary of Significant Accounting Policies.”

2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

As discussed in Note 3, “Business Combinations,” Nasdaq completed the business combination with OMX on February 27, 2008. The business combination between Nasdaq and OMX has been treated as a purchase business combination for accounting purposes, with Nasdaq treated as the acquirer. The condensed consolidated financial statements and accompanying notes included in this Form 10-Q include the financial results of the former OMX from the date of acquisition.

The condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, and include the accounts of NASDAQ OMX, its wholly-owned subsidiaries and other entities in which NASDAQ OMX has a controlling financial interest. All significant intercompany accounts and transactions have been eliminated in consolidation. We consolidate those entities in which we are the primary beneficiary of a variable-interest entity, or VIE, as defined in FIN 46(R), “Consolidation of Variable Interest Entities an interpretation of ARB No. 51 (revised),” or where we have a controlling financial interest. When NASDAQ OMX is not the primary beneficiary of a VIE or does not have a controlling interest in an entity but exercises significant influence over the entity’s operating and financial policies, such investment is accounted for under the equity method of accounting in accordance with Accounting Principles Board Opinion No. 18, “The Equity Method of Accounting for Investments in Common Stock,” or APB 18.

In accordance with APB 18, if financial statements of an investee are not sufficiently timely for an investor to apply the equity method of accounting currently, the investor ordinarily should record its share of the earnings or losses of an investee from the most recent available financial statements. A lag in reporting should be consistent from period to period. See Note 5, “Equity Method Investments,” for further discussion of our equity method investments.

We have condensed or omitted footnotes or other financial information that is normally included in annual financial statements prepared in accordance with U.S. GAAP, but is not required for interim reports. Certain prior year amounts have been reclassified to conform to the current year presentation.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Foreign Currency Translation

In accordance with Statement of Financial Accounting Standards, or SFAS, No. 52, “Foreign Currency Translation,” or SFAS 52, foreign denominated assets and liabilities are remeasured into the functional currency at exchange rates in effect at the balance sheet date through the income statement. Gains or losses resulting from foreign currency transactions are included in net income.

Translation gains or losses resulting from translating our subsidiaries’ financial statements from the local functional currency to the reporting currency, net of tax, is included in stockholders’ equity. Assets and liabilities are generally translated at the balance sheet date while revenues and expenses are recorded at the date the transaction occurs or at an applicable average rate.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks and all non-restricted highly liquid investments with original maturities of three months or less at the time of purchase. Cash equivalents are carried at cost plus accrued interest, which approximates fair value due to the short maturities of these investments. As of June 30, 2008 our cash and cash equivalents included $43.3 million of restricted cash, which is not available for general use by us due to regulatory requirements.

Financial Investments

Financial investments include debt and equity securities and are classified within both the trading and available-for-sale categories. Debt securities that are bought principally for regulatory purposes and which are generally sold in the near term are classified as trading investment securities. Trading investment securities are included in financial investments, at fair value in the Condensed Consolidated Balance Sheets and changes in fair value are included in investment income within other income (expense), net in the Condensed Consolidated Statements of Income. Long-term available-for-sale investment securities are carried at fair value in the Condensed Consolidated Balance Sheets in other assets with unrealized gains and losses, net of tax, reported as a separate

 

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component of stockholders’ equity. Our long-term available-for-sale securities at June 30, 2008 represent equity securities in other foreign stock exchanges. Realized gains and losses on these securities are included in earnings upon disposition of the securities using the specific identification method. In addition, realized losses are recognized when management determines that a decline in value is other-than-temporary, which requires judgment regarding the amount and timing of recovery. Indicators of other-than-temporary impairment for debt securities include issuer downgrade, default, or bankruptcy. We also consider the extent to which cost exceeds fair value, the duration of that difference and management’s judgment about the issuer’s current and prospective financial condition, as well as our intent and ability to hold the security until recovery of the unrealized losses.

Fair value of both available-for-sale and trading investment securities are generally obtained from third party pricing sources. When available, quoted market prices are used to determine fair value. If quoted market prices are not available, fair values are estimated using pricing models, where the inputs to those models are based on observable market inputs. The inputs to the valuation models vary by the type of security being priced but are typically benchmark yields, reported trades, broker dealer quotes, and prices of similar assets. Pricing models generally do not entail material subjectivity because the methodologies employed use inputs observed from active markets. See Note 12, “Fair Value of Financial Instruments,” for further discussion of fair value measures.

Derivative Positions, at Fair Value

As part of our clearing operations in the derivative markets, the Nordic Exchange is the legal counterparty for each derivative position traded on the Nordic Exchange. The derivatives are not used by the Nordic Exchange for the purpose of trading on their own behalf. As a legal counterparty of each transaction, the Nordic Exchange bears the counterparty risk. As such, the market value of the derivative positions are reported gross in the Condensed Consolidated Balance Sheets after netting by customer where right of offset exists. The derivatives positions are recorded at fair value using an internal valuation model that uses key observable market data inputs.

We have the responsibility for clearing, or settlement of payment, for the derivative and equity transactions. Certain timing differences may exist related to the periodic cash settlement of counterparty trades, between the Nordic Exchange, United Kingdom broker services and other clearinghouses and customers, where we are acting as intermediary and guaranteeing the fulfillment of each contract. We have recorded receivables and payables associated with such timing differences in other current assets and accounts payable and accrued expenses, respectively, in the Condensed Consolidated Balance Sheets.

Derivative Financial Instruments and Hedging Activities

To the extent that we engage in any hedging activity, we account for our hedging activity in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” or SFAS 133. At June 30, 2008, we held no derivative financial instruments which were designated or which qualified for hedge accounting. If we have derivative financial instruments which are designated or qualify for hedge accounting, such derivatives would be recognized on the balance sheet at fair value as either assets or liabilities. The fair value of our derivative financial instruments would be determined using either market quotes or valuation models that are based upon the net present value of estimated future cash flows and incorporate current market data inputs. We would report our derivative assets in other current assets and our derivative liabilities in accounts payable and accrued expenses in the Condensed Consolidated Balance Sheets. Any ineffectiveness would be recorded in earnings. The accounting for the change in the fair value of a derivative financial instrument depends on its intended use and the resulting hedge designation, if any. We also use derivatives as economic hedges that are not designed as accounting hedges or do not qualify for hedge accounting treatment. For further discussion of hedging activities, see below and Note 13, “Derivative Financial Instruments and Hedging Activities.”

Non-Designated Derivatives

For derivative financial instruments that do not qualify for hedge accounting or are not designated as hedges, changes in fair value are reported in current period earnings, in other income (expense), net in the Condensed Consolidated Statements of Income.

Derivative Financial Instruments that Qualify for Hedge Accounting

Derivative financial instruments that are entered into for hedging purposes are designated as such when we enter into the contract. For all derivative financial instruments that are designated for hedging activities, we formally document all of the hedging relationships between the hedge instruments and the hedged items at the inception of the relationships. We also formally document our risk management objectives and strategies for entering into the hedge transactions. We formally assess, at inception and on a quarterly basis, whether derivatives designated as hedges are highly effective in offsetting the fair value or cash flows of hedged items. If it is determined that a derivative is no longer highly effective as a hedge, we will discontinue the application of hedge accounting.

Receivables, net

Our receivables are concentrated with our member firms, market data vendors, listed companies and market technology customers. Receivables are shown net of reserves for uncollectible accounts. The reserve for bad debts is maintained at a level that management believes to be sufficient to absorb estimated losses in the accounts receivable portfolio. The reserve is increased by the

 

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provision for bad debts which is charged against operating results and decreased by the amount of charge-offs, net of recoveries. The amount charged against operating results is based on several factors including, but not limited to, a continuous assessment of the collectibility of each account, the length of time a receivable is past due and our historical experience with the particular customer. In circumstances where a specific customer’s inability to meet its financial obligations is known (i.e., bankruptcy filings), we record a specific provision for bad debts against amounts due to reduce the receivable to the amount we reasonably believe will be collected. Due to changing economic, business and market conditions, we review the reserve for bad debts monthly and make changes to the reserve through the provision for bad debts as appropriate. If circumstances change (i.e., higher than expected defaults or an unexpected material adverse change in a major customer’s ability to pay), our estimates of recoverability could be reduced by a material amount.

Property and Equipment, net

Property and equipment, including leasehold improvements, are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are generally recognized over the estimated useful lives of the related assets. Estimated useful lives generally range from 10 to 40 years for buildings and improvements, two to five years for data processing equipment and software and five to 10 years for furniture and equipment. Leasehold improvements are amortized over the shorter of their estimated useful lives or the remaining term of the related lease. Depreciation and amortization are computed by the straight-line method.

Goodwill

Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of a business acquired. In connection with SFAS No. 142, “Goodwill and Other Intangible Assets,” or SFAS 142, we are required to test goodwill for impairment at the reporting unit level annually, or in interim periods if certain events occur indicating that the carrying value may be impaired. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the fair value of the goodwill is less than the carrying value. There was no impairment of goodwill in the first six months of 2008 or 2007.

Intangible Assets, net

Intangible assets, net, primarily include exchange registrations, customer relationships, trade names and technology. Intangible assets with finite lives are amortized on a straight-line basis over their estimated average useful lives as follows:

 

   

Technology: 3 - 10 years

 

   

Customer relationships: 7 - 28 years

 

   

Other: 4.5 - 5 years

In connection with SFAS 142, intangible assets deemed to have indefinite useful lives are not amortized and are subject to annual impairment tests. Impairment exists if the carrying value of the indefinite-lived intangible asset exceeds its fair value. For finite lived intangible assets subject to amortization, impairment is considered upon certain “triggering events” and is recognized if the carrying amount is not recoverable and the carrying amount exceeds the fair value of the intangible asset. There was no impairment of indefinite-lived intangible assets in the first six months of 2008 or 2007.

Valuation of Long-Lived Assets

In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” or SFAS 144, we assess potential impairments to our long-lived assets, including finite lived intangible assets and property and equipment, when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. An impairment loss is recognized when the carrying amount of the long-lived asset is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Any required impairment loss is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value and is recorded as a reduction in the carrying value of the related asset and a charge to operating results. There was no impairment recorded in the first six months of 2008 or 2007.

 

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Revenue Recognition and Cost of Revenues

Market Services Revenues

Cash Equity Trading

Cash equity trading revenues are variable, based on service volumes, and recognized as transactions occur. We charge transaction fees for executing cash equity trades in NASDAQ- and other listed securities on The NASDAQ Stock Market as well as on orders that are routed to other market venues for execution. We also charge transaction fees for executing cash equity trades on the Nordic Exchange (the Nordic Exchange includes the Danish, Finnish, Icelandic, Swedish and Baltic markets).

In the U.S., pursuant to Emerging Issues Task Force, or EITF, of the Financial Accounting Standards Board, or FASB, Issue No. 99-19, “Reporting Revenue Gross as a Principal versus Net as an Agent,” or EITF 99-19, we record execution revenues from transactions on a gross basis in revenues and record related expenses such as liquidity rebate payments and execution costs as cost of revenues. All routed transactions are executed through Nasdaq Execution Services, LLC, which is registered with the SEC as a broker-dealer. Nasdaq Execution Services, as a broker-dealer, acts as principal to the transactions executed on our platform, which exposes Nasdaq Execution Services to clearance and settlement risk.

We also have execution risk on non-routed transactions that are conducted on our platform. Under our Limitation of Liability Rule, we, subject to certain caps, provide compensation for losses directly resulting from the systems’ actual failure to correctly process an order, Quote/Order, message or other data into our platform. We do not record a liability for any potential claims that may be submitted under the Limitation of Liability Rule unless they meet the provisions of SFAS No. 5, “Accounting for Contingencies,” or SFAS 5. As such, losses arising as a result of the rule are accrued and charged to expense only if the loss is probable and estimable. See our 2007 Annual Report on Form 10-K for further discussion of the Limitation of Liability Rule. The Limitation of Liability Rule applies to both equity and derivative trading in the aggregate. See discussion of derivative trading below.

We credit a portion of the per share execution charge to the market participant that provides the liquidity and records the liquidity rebate as a cost of revenues in the Condensed Consolidated Statements of Income. These liquidity rebates are paid on a monthly basis and the amounts due are included in accounts payable and accrued expenses in the Condensed Consolidated Balance Sheets. The liquidity rebates payable amounts were $41.0 million at June 30, 2008 and $24.8 million at December 31, 2007.

We pay Section 31 fees to the SEC for supervision and regulation of securities markets. We pass these costs along to our customers through our cash equity trading revenues. We collect the fees as a pass-through charge from organizations executing eligible trades on the Exchange’s exchange platform and we recognize these amounts in cost of revenues when invoiced. Section 31 fees received are included in cash and cash equivalents in the Condensed Consolidated Balance Sheets, at the time of receipt and, as required by law, the amount due to the SEC is remitted semiannually and recorded as Section 31 fees payable to SEC in the Condensed Consolidated Balance Sheets until paid. Since the amount recorded in revenues is equal to the amount recorded in cost of revenues, there is no impact on our revenues less liquidity rebates, brokerage, clearance and exchange fees. As we hold the cash received until payment to the SEC, we earned interest income on the related cash balances.

Derivative Trading

Both U.S. derivative trading and European derivative trading revenues are also variable, based on service volumes, and recognized as transactions occur. We charge an integrated fee for both trading and clearing service. The principal types of derivative contracts traded are stock options and futures, index options and futures, fixed-income options and futures. In the U.S., in accordance with EITF 99-19, we also record derivative trading revenues from transactions on a gross basis in revenues and record related expenses such as liquidity rebate payments as cost of revenues, as we have certain risk associated with trade execution.

System trades in derivative contracts for the opening and closing cross and trades routed to other market centers for Exchange members are cleared by NASDAQ Options Services, LLC as a member of the Options Clearing Corporation, or OCC. Pursuant to the rules of the OCC and NASDAQ Options Services’ clearing agreement, we act as principal to the transactions executed on our platform, which exposes NASDAQ Options Services to clearance and settlement risk. As discussed above, in the U.S., under our Limitation of Liability Rule, we, subject to certain caps, provide compensation for losses directly resulting from the systems’ actual failure to correctly process an order, Quote/Order, message or other data into our platform. The Rule applies to both equity and derivative trading in the aggregate.

Broker Services

Revenues from broker services are based on a fixed basic fee for administration or licensing, maintenance and operations, and a variable portion that depends on the number of transactions completed. Broker Services revenues are recognized on a continuous basis as services are rendered.

Market Data

Both U.S. Market Data product revenues and European Market Data product revenues are primarily based on the number of distributors receiving information, the reported presentation devices in service and quotes delivered through those devices. Market Data revenues are recognized in the month the information is provided. These revenues are recorded net of amounts due under revenue sharing arrangements with market participants.

 

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We earn Market Data revenues for U.S. tape revenue plans, U.S. market data products and European market data products. Revenues from U.S. tape revenue plans include eligible Unlisted Trading Privileges Plan, or UTP Plan, revenues which are shared among UTP Plan participants. U.S. market data products revenues include Level 2 revenues as well as revenues from TotalView, our flagship market depth quote product and other proprietary services and data feed products.

The most significant component of Market Data revenues presented on a net basis in accordance with EITF 99-19 is the UTP Plan revenue sharing in the U.S. All indicators of gross vs. net reporting pursuant to EITF 99-19 have been considered in analyzing the appropriate presentation of UTP Plan revenue sharing. However, the following are the primary indicators of net reporting:

 

   

Primary Obligor: We are the Securities Information Processor for the UTP Plan, in addition to being a participant in the UTP Plan. In our unique role as Securities Information Processor, we only facilitate the collection and dissemination of revenues on behalf of the UTP Plan participants. As a participant, we share in the net distribution of revenues according to the plan on the same terms as all other plan participants.

 

   

Risk of Loss/Credit Risk: Risk of loss on the revenue is shared equally among plan participants according to the UTP Plan.

 

   

Price Latitude: The Operating Committee of the UTP Plan which is comprised of representatives from each of the participants, including us solely in our capacity as a UTP Plan participant, is responsible for setting the level of fees to be paid by vendors, subscribers and taking action in accordance with the provisions of the UTP Plan, subject to SEC approval.

Since the Nordic Exchange does not have any cost of revenues or revenue sharing agreements, such as liquidity rebates and brokerage, clearance and exchange fees, EITF 99-19 is not applicable.

Issuer Services Revenues

Listing Services

Listing Services revenues in the U.S. include annual renewal fees, listing of additional shares fees and initial listing fees. Annual renewal fees are recognized ratably over the following 12-month period. Listing of additional shares fees and initial listing fees are recognized on a straight-line basis over estimated service periods, which are four and six years, respectively, based on our historical listing experience, pursuant to the requirements of SAB Topic 13. European listing fees, which are comprised of issuers’ revenues derived from annual fees received from listed companies on the Nordic Exchange, are directly related to the listed companies’ market capitalization. These revenues are recognized ratably over the following 12-month period.

Listing Services revenues also include fees from Corporate services which include commission income from Carpenter Moore, subscription income from Shareholder.com and Directors Desk and fees from PrimeNewswire. For our insurance business, commission income is recognized when coverage becomes effective, the premium due under the policy is known or can be reasonably estimated, and substantially all required services related to placing the insurance have been provided. Fee income for services other than placement of insurance coverage is recognized as those services are provided. Broker commission adjustments and commissions on premiums billed directly by underwriters are recognized when such amounts can be reasonably estimated. Shareholder.com revenues are based on subscription agreements with customers. Revenues from subscription agreements are recognized ratably over the contract period, generally one year in length. As part of subscription services, customers are also charged usage fees based upon actual usage of the services provided. Revenues from usage fees and other services are recognized when earned. PrimeNewswire generates fees primarily from wire distribution services, and revenues are recognized as services are provided. Directors Desk revenues are based on subscriptions for online services for directors. Subscriptions are one year in length and revenues are recognized ratably over the year.

Financial Products

Financial Products revenues include license fees for our trademark licenses related to financial products linked to our indexes issued in the United States and abroad. We primarily have two types of license agreements: transaction-based licenses and asset-based licenses. Transaction-based licenses are generally renewable long-term agreements. Customers are charged based on transaction volume or a minimum contract amount, or both. If a customer is charged based on transaction volume, we recognize revenue when the transaction occurs. If a customer is charged based on a minimum contract amount, we recognize revenue on a pro-rata basis over the licensing term. Asset-based licenses are also generally long-term agreements. Customers are charged based on a percentage of assets under management for licensed products, per the agreement, on a monthly or quarterly basis. These revenues are recorded on a monthly or quarterly basis over the term of the license agreement.

In addition, the Financial Products business has expanded to include the development, administration and licensing of OMX indexes.

 

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Market Technology Revenues

The Market Technology segment delivers technology and services to marketplaces throughout the world. Market Technology provides technology solutions for trading, clearing and settlement information dissemination and also offers facility management integration and advisory services. Revenues are derived from three primary sources: licensing, support and project revenues, facility management services revenues and other revenues. Revenues related to Market Technology are accounted for in accordance with Statement of Position, or SOP, 97-2, “Software Revenue Recognition,” or SOP 97-2, and SOP 81-1, “Accounting for Performance of Construction-Type and Certain Production-Type Contracts,” or SOP 81-1, depending upon the terms of the Market Technology contracts.

We may customize our software technology and make significant modifications to the software to meet the needs of our customers. As such, we account for our Market Technology contracts under the completed contract method pursuant to the provisions of SOP 81-1. Under the completed contract method total revenue and costs incurred for a customer under a customer contract is deferred and recognized over the total customer service period.

We enter in sales arrangements with customers for software programs, support and other post-contract services. SOP 97-2 sets out precise requirements for establishing Vendor Specific Objective Evidence, or VSOE, for valuing elements of certain multiple-element arrangements. When VSOE for individual elements of an arrangement cannot be established in accordance with SOP 97-2, revenue is generally deferred and recognized over the term of the final element. We do not have VSOE for certain elements of certain multiple-element arrangements with customers. Therefore, as stated above, total revenue and costs incurred for a customer under a customer contract is deferred and recognized over the total customer service period after the significant modifications have been completed.

Earnings Per Share

We compute earnings per share, or EPS, in accordance with SFAS No. 128, “Earnings per Share,” or SFAS 128. Basic EPS is computed by dividing net income applicable to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the assumed conversion of all dilutive securities which consists primarily of convertible notes, warrants and employee stock options and awards. See Note 11, “Earnings Per Common Share,” for further discussion.

Share-Based Compensation

We account for share-based compensation in accordance with SFAS No. 123 (revised 2004), “Share-Based Payment,” or SFAS 123(R), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees including employee stock options, restricted stock and certain employee stock purchase plans, based on estimated fair values. We recognize compensation expense for share-based awards on a straight-line basis over the requisite service period of the award. See Note 10, “Share-Based Compensation,” for further discussion.

Deferred Revenue

Deferred revenue represents revenues for services not yet rendered, primarily for Listing Services and Market Technology. See Note 7, “Deferred Revenue,” for further discussion.

Advertising Costs

We expense advertising costs, which include media advertising and production costs, in the periods in which the costs are incurred.

Software Costs

Significant purchased application software and operational software that are an integral part of computer hardware are capitalized and amortized on a straight-line basis over their estimated useful lives, generally two to five years. All other purchased software is charged to expense as incurred.

We develop systems solutions for both internal and external use. The provisions of SOP 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use,” or SOP 98-1, require certain costs incurred in connection with developing or obtaining internal use software to be capitalized. Unamortized capitalized software development costs are included in data processing equipment and software, within property and equipment, net in the Condensed Consolidated Balance Sheets. Amortization of costs capitalized under SOP 98-1 is included in depreciation and amortization expense in the Condensed Consolidated Statements of Income.

 

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The provisions of SFAS No. 86, “Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed,” or SFAS 86, which apply to our Market Technology segment, specifies the accounting for the costs of computer software to be sold, leased, or otherwise marketed as a separate product or as part of a product or process. In accordance with SFAS 86, software development expenses are capitalized after the product has reached technological feasibility. Technological feasibility is established upon completion of a detail program design or, in its absence, completion. Thereafter, all software production costs shall be capitalized. Prior to reaching technological feasibility, all costs are charged to expense. Capitalized costs are amortized on a straight-line basis over the remaining estimated economic life of the product and are included in depreciation and amortization expense in the Condensed Consolidated Statements of Income.

Leases

We expense rent from non-cancellable operating leases, net of sublease income, in the periods in which the costs are incurred. The net costs are included in occupancy expense in the Condensed Consolidated Statements of Income.

Income Taxes

We use the asset and liability method required by SFAS No. 109, “Accounting for Income Taxes,” or SFAS 109, to provide income taxes on all transactions recorded in the consolidated financial statements. Deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities (i.e., temporary differences) and are measured at the enacted rates that will be in effect when these differences are realized. If necessary, a valuation allowance is established to reduce deferred tax assets to the amount that is more likely than not to be realized.

We recognize and measure our unrecognized tax benefits in accordance with FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109,” or FIN 48. FIN 48 requires management to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position meets the recognition thresholds, the position is measured to determine the amount of benefit to be recognized in the condensed consolidated financial statements. Interest and/or penalties related to income tax matters are recognized in income tax expense.

Recent Accounting Pronouncements

SFAS No. 157—As of January 1, 2008, we adopted on a prospective basis certain required provisions of SFAS No. 157, “Fair Value Measurements,” or SFAS 157, as amended by FASB Financial Staff Position, or FSP, No. 157-2, “Effective Date of FASB Statement No. 157,” or FSP 157-2 . Those provisions relate to our financial assets and liabilities carried at fair value and our fair value disclosures related to financial assets and liabilities. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. As such, our financial assets and financial liabilities recorded at fair value have been categorized based upon a fair value hierarchy in accordance with SFAS 157. See Note 12, “Fair Value of Financial Instruments,” for further discussion. The adoption of SFAS 157 did not have a significant impact on our consolidated financial statements. We did not elect to adopt SFAS 157 for acquired non-financial assets and assumed non-financial liabilities.

SFAS No. 159—In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” or SFAS 159. SFAS 159 allows entities to voluntarily choose, at specified election dates, to measure many financial assets and financial liabilities at fair value (“the fair value option”). SFAS 159 is expected to expand the use of fair value accounting but does not affect existing standards which require certain assets or liabilities to be carried at fair value. SFAS 159 provides an option for most financial assets and liabilities to be reported at fair value on an instrument-by-instrument basis with changes in fair value reported in earnings. After the initial adoption, the election is made at the acquisition of a financial asset, financial liability, or a firm commitment and it may not be revoked. SFAS 159 provides an opportunity to mitigate volatility in reported earnings that was caused by measuring hedged assets and liabilities that were previously required to use an accounting method other than fair value, while the related economic hedges were reported at fair value. SFAS 159 was effective for us on January 1, 2008. We have considered the fair value option and decided to not elect the option upon adoption. We will continue to consider the fair value option upon acquiring assets and liabilities that would fall under this option and may elect it in future periods.

3. Business Combinations

Business Combination with OMX

On February 27, 2008, Nasdaq and OMX combined their businesses. The business combination was completed pursuant to the terms of an agreement with Borse Dubai Limited, a Dubai company, or Borse Dubai, dated November 15, 2007. Pursuant to that agreement, Borse Dubai conducted an offer to acquire all of the outstanding shares of OMX and subsequently, on February 27, 2008, sold the OMX shares acquired in the offer or otherwise owned by Borse Dubai or its subsidiaries to Nasdaq. Nasdaq acquired 117,227,931 shares of OMX, representing 97.0% of the share capital of OMX, for SEK 11,678,630,352 ($1.9 billion) in cash and 60,561,515 shares of Nasdaq common stock issued to Borse Dubai and a trust, or the Trust, for Borse Dubai’s economic benefit. Subsequently, Borse Dubai acquired an additional 2,013,350 shares of OMX and, on March 17, 2008, sold those shares to Nasdaq in

 

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exchange for SEK 533,537,750 ($0.1 billion) in cash, as a result of which we now own 98.8% of OMX’s outstanding shares. The cash component of the purchase price for OMX was financed through cash on hand, our new credit facilities and the issuance of 2.50% convertible senior notes. See Note 8, “Debt Obligations,” for further discussion.

At the closing of the transaction, Borse Dubai was issued shares of Nasdaq common stock representing 19.99% of our fully diluted outstanding share capital (approximately 42.9 million shares), and the balance (approximately 17.7 million shares) were issued to the Trust to be held for Borse Dubai’s economic benefit until disposed of by the Trust.

Through compulsory acquisition procedures, NASDAQ OMX intends to acquire 100% of the OMX shares outstanding and not held by NASDAQ OMX. It is not currently known when the proceedings will be complete and when NASDAQ OMX will be able to acquire the OMX shares that are the subject of the proceedings. We anticipate that the additional purchase price for the shares to be acquired through compulsory acquisition procedures shall not exceed $72.0 million.

As part of the business combination with OMX, on February 27, 2008, Nasdaq also acquired 33 1/3% of the equity of the Dubai International Financial Exchange, or DIFX, in exchange for a contribution of $50 million in cash to DIFX and the entry into certain technology and trademark licensing agreements. We also are responsible, under an agreement with Borse Dubai and DIFX, for 50% of any additional capital contribution calls made by DIFX, subject to a maximum aggregate additional commitment by us of $25 million. We account for our investment in DIFX under the equity method of accounting in accordance with APB 18.

The business combination of Nasdaq and OMX and the acquisition of the equity interest in DIFX are collectively referred to as the “Transactions.”

The financial results of OMX are included in the consolidated results of NASDAQ OMX beginning on February 27, 2008.

Minority Interest in OMX

Since NASDAQ OMX owned 98.8% of the outstanding shares of OMX at June 30, 2008, we recorded minority interest of $0.7 million for the three months ended June 30, 2008 and $0.9 million for the six months ended June 30, 2008 in the Condensed Consolidated Statements of Income, representing 1.2% of OMX’s net income for each applicable period. In addition, we recorded $8.9 million of minority interest in the Condensed Consolidated Balance Sheets representing minority interest of 1.2% of OMX as of June 30, 2008.

Purchase Price

The following is a summary of the purchase price in the OMX business combination (in millions):

 

Equity component

   $ 2,266.8 (a)

Cash component

     1,967.8 (b)

Acquisition costs

     63.8 (c)

Acquisition-related transaction costs

     11.0 (d)
        

Total purchase consideration

   $ 4,309.4  
        

 

(a) Based on the closing price of Nasdaq common stock of $37.43 on September 26, 2007, which was the date of the original purchase agreement with Borse Dubai, multiplied by 60,561,515 shares of Nasdaq common stock. We recorded $0.6 million to common stock, which represents our $0.01 par value and the remaining $2,266.2 million was recorded to additional paid in capital in the Condensed Consolidated Balance Sheets in the first quarter of 2008.
(b) Based on the cash consideration of SEK 11,678,630,352 paid on February 27, 2008 divided by the SEK/USD exchange rate of 6.2140 on February 26, 2008 for the initial share purchase and SEK 533,537,750 paid on March 17, 2008 divided by the SEK/USD exchange rate of 6.0343 on March 14, 2008 for the OMX shares acquired in the extended offer period. Sources of the cash component are as follows:

(i) Issuance of 2.50% convertible senior notes due August 15, 2013 for proceeds of $475.0 million;

(ii) Draw down of debt of $1,050.0 million under a five-year $2,000.0 million senior secured term loan facility; and

(iii) The use of $442.8 million of cash on hand.

See Note 8, “Debt Obligations,” for further discussion on the issuance of the 2.50% convertible senior notes and the draw down on the senior secured term loan facility.

 

(c) Management’s direct costs of the acquisition, which include legal and advisory fees incurred by Nasdaq and OMX. Nasdaq and OMX have signed an agreement where Nasdaq will reimburse OMX for direct costs of the business combination. These costs were funded with cash on hand.

 

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(d) Under OMX’s Share Match Programs, OMX made grants of matching share awards under the Share Match Program for 2006 in April 2006 and had planned to make similar grants under the Share Match Program for 2007. However, as a result of Nasdaq’s offer to acquire OMX, OMX postponed making such grants. OMX had not granted stock options to employees since 2002. Under the Nasdaq OMX transaction agreement, dated as of May 25, 2007, between Nasdaq and OMX, as modified by the supplement dated September 20, 2007 and a clarifying letter dated January 2, 2008, referred to as the Nasdaq OMX Transaction Agreement, awards granted under the Share Match Program for 2006 will vest on a pro rata basis in accordance with the Nasdaq OMX Transaction Agreement, and have subsequently been cancelled as of the completion of the Transactions. Participants have received cash consideration for cancellation of such awards, as well as consideration for the grants that would have been made under the Share Match Program for 2007, in accordance with the Nasdaq OMX Transaction Agreement. The total cash consideration for the Share Match Programs totaled $11.0 million, which is the fair value of the awards at the time of the business combination and which includes the effect of any swap arrangements that were not material. The 2006 Share Match Program totaled approximately $4.5 million and was calculated by multiplying the number of shares in the 2006 Share Match Program by the share price of SEK 265.0 and adding withholdings. The total cash consideration for the 2007 Share Match Program totaled approximately $6.5 million, which as stated above was consideration for the grants that would have been made under the 2007 Share Match Program. These costs were funded with cash on hand.

The above purchase price has been preliminarily allocated based on an estimate of the fair value of OMX’s assets acquired and liabilities assumed. In addition, we have begun to finalize our plan to integrate certain activities related to our business combination with OMX. We are still gathering information to make final decisions regarding the optimal organization of the combined company, from which additional adjustments and refinements to our plan will arise. As such, additional adjustments to the OMX purchase price allocation will be recorded as we finalize restructuring costs associated with integration activities of the combined company in accordance with the requirements of EITF No. 95-3, “Recognition of Liabilities in Connection with a Purchase Business Combination,” or EITF 95-3. Upon completion of the organizational analysis and the approval of appropriate management, our plan will be finalized. The future adjustments, whether increasing or decreasing our plan’s total value, will impact goodwill and accounts payable and accrued liabilities. We expect our plan to be finalized during the one year allocation period. We are completing our plan under the provisions of EITF 95-3. See Note 4, “Goodwill and Purchased Intangible Assets,” for a summary of additional adjustments to the OMX purchase price as of June 30, 2008. All other restructuring liabilities outside the scope of EITF 95-3 will be recognized in the income statement when those costs have been incurred in accordance with SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities.” The final valuation of net assets will be completed as soon as possible but no later than one year from the acquisition date. To the extent that the estimates need to be adjusted, we will do so, but no later than one year after closing in accordance with SFAS No. 141, “Business Combinations,” or SFAS 141.

The following table presents a summary of the preliminary OMX purchase price allocation, which was revised to reflect changes in the fair value of certain purchased intangible assets:

 

     Purchase
Consideration
   Total Net Assets
(Liabilities) Acquired (1)
    Purchased
Intangible Assets
    Goodwill  
     (in millions)  

Initial purchase price allocation

   $ 4,309.4    $ (669.9 )   $ 2,041.4     $ 2,937.9  

Change in fair value of purchased intangible assets

     —        64.7       (163.6 )  (2)     98.9   (2)
                               

Revised purchase price allocation

   $ 4,309.4    $ (605.2 )   $ 1,877.8     $ 3,036.8  
                               

 

(1) We acquired net assets, at fair value, of OMX totaling $137.5 million and recorded current deferred tax liabilities of $18.4 million and non-current deferred tax liabilities of $789.0 million related to OMX’s intangible assets resulting in total net liabilities acquired of $669.9 million. Included in the net liabilities acquired are $22.8 million for sublease loss reserves related to OMX real estate that we do not intend to occupy as well as $3.8 million for severance costs. Based on revised fair values of certain purchased intangible assets (see footnote (2) below), current deferred tax liabilities decreased $6.6 million to $11.8 million and non-current deferred tax liabilities decreased $58.1 million to $730.9 million, resulting in a total decrease of $64.7 million and a decrease in net liabilities acquired from $669.9 million to $605.2 million.
(2) As we finalize the factors and assumptions that we obtained to determine the purchase price allocation, the fair values of certain purchased intangible assets were adjusted resulting in a decrease of $163.6 million as of June 30, 2008. The adjusted fair value of purchased intangible assets is $1,877.8 million. Based on the adjusted fair values, current and non-current deferred tax liabilities decreased $64.7 million (see footnote (1) above) and goodwill increased $98.9 million. As discussed above, we have not finalized the allocation of the purchase price related to the OMX business combination and expect there to be further adjustments to goodwill within one year from the purchase date.

 

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In performing the preliminary purchase price allocation, Nasdaq considered, among other factors, the intention for the future use of the acquired assets, analyses of historical financial performance, and an estimate of the future performance of OMX’s business. The preliminary estimate of the fair values of intangible assets is based, in part, on a valuation using an income or cost approach, as appropriate. The risk-adjusted discount rates used to compute the present value of the expected net cash flows of individual intangible assets were based on OMX’s weighted average cost of capital, which ranged from 7.8% to 9.6%. These discount rates were determined after consideration of OMX’s rate of return on debt and equity and the weighted-average return on invested capital. In

estimating the remaining useful lives of the intangible assets, we considered the six factors presented in paragraph 11 of SFAS 142 and an analysis of the intangible assets’ relevant historical attrition data.

Intangible Assets

The following table presents the details of the purchased intangible assets acquired in the OMX business combination. All purchased intangible assets are amortized using the straight-line method. See Note 4, “Goodwill and Purchased Intangible Assets,” for further discussion.

 

     Increase in Value    Estimated Average
Remaining Useful Life
(in Years)

Equity method investment

   $ 74.7 (i)           
         
     Value     

Intangible assets:

     

Exchange and clearing registrations

     1,143.7                Indefinite

Trade name

     195.7                Indefinite

Customer relationships:

     

Market and Issuer services

     439.9                22-28

Market Technology

     65.3                22-26
         

Total customer relationships

     505.2               
         

Market technology:

     

Developed

     28.7                3

New

     4.5                10
         

Total market technology

     33.2               
         

Total intangible assets

     1,877.8 (ii)         
         

Total assets

   $ 1,952.5 (i)+(ii)   
         

Below is a discussion of the methods used to determine the fair value of OMX’s intangible assets and equity method investment, as well as a discussion of the estimated average remaining useful life of each intangible asset. The carrying value of all other assets and liabilities was deemed to approximate their estimated fair value.

Equity Investment

As of February 27, 2008, OMX owned approximately 3.8 million shares of Orc Software AB, a company publicly traded on the OMX Nordic Exchange in Stockholm. The value of this investment is based on the daily closing price as reported on the OMX Nordic Exchange in Stockholm. As of February 27, 2008, the book value of the Orc Software shares was $14.0 million and the fair value was $88.7 million, constituting additional fair value of $74.7 million.

Exchange and Clearing Registrations

The exchange and clearing registrations represent licenses that provide OMX with the ability to operate its equity and derivative exchanges as well as the clearing function. Nasdaq views these intangible assets as a perpetual license to operate the exchanges so long as OMX meets its regulatory requirements. Nasdaq selected a variation of the income approach called the Greenfield Approach to value the exchange and clearing registrations. The Greenfield Approach refers to a discounted cash flow analysis that assumes the buyer is building the exchange and clearing operations from a start-up business to a normalized level of operations as of the acquisition date. This discounted cash flow model considers the required resources and eventual returns from the build-out of operational exchanges and the acquisition of customers, once the exchange and clearing registrations are obtained. The advantage of the approach is that it reflects the actual expectations that will arise from an investment in the registrations and it directly values the registrations. The Greenfield Approach relies on assumptions regarding projected revenues, margins, capital expenditures, depreciation, and working capital during the two year pre-trade phase, the 10 year ramp-up period as well as the terminal period.

 

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A steady state projection for OMX was established first. The projection included synergies that a market participant buyer could realize. Since OMX has a strong market position, Nasdaq assumed that the projected revenues represent nearly 100.0% of the potential market until 2019, and that a market participant would be able to achieve 90.0% of the market within the 12 year ramp-up period. A terminal growth rate of 4.0% was chosen as a reasonable estimate of the growth rate of the stock exchange industry on a long-term basis. A steady state projection was used starting in year 12 based on the assumption that a stock exchange can expect to reach normalized operations at this time.

Nasdaq characterized the costs into fixed costs, variable costs, and technology costs. Annual fixed costs remained constant throughout the projection at approximately $135.8 million, which represents 50.0% of normalized costs. The remaining 50.0% of the costs were variable costs, which were estimated as a proportion to the revenue. It was estimated that OMX would have to incur approximately $200.0 million in upfront technology to start the exchanges, and ongoing maintenance technology costs would be equal to 15.0% of revenues thereafter.

The initial capital expenditures in years one and two reflect the costs associated with obtaining the fixed assets and the minimal regulatory fees required to start exchanges. Subsequent annual capital expenditures and depreciation were estimated at 6.1% of the revenue, assuming that maintenance capital expenditures are required to replace the depreciated fixed assets. Nasdaq also assumed that the exchanges would require $100.0 million of initial clearing capital which would increase to $300.0 million by the time the exchange reached normalized operations.

Based on historical working capital levels and a review of working capital for comparable companies operating in the industry, working capital for a typical market participant, as a percentage of incremental revenue, is projected to be approximately 12.5%.

The cash flows were then tax-effected at a rate of 25.0%, and a discounted tax amortization benefit was added to the fair value of the asset under the assumption that the exchange registrations would be amortized for tax purposes over a period of seven years.

An indefinite life was assumed for these registrations as the exchanges have operated, in some cases, for more than 140 years and the authorization to operate these exchanges is perpetual so long as OMX meets its regulatory requirements. Furthermore, since no legal, contractual, competitive, economic, or other factors limit the useful life of these intangible assets, Nasdaq considered the useful life of the exchange and clearing registrations to be indefinite. As noted above, we assessed the factors listed in paragraph 11 of SFAS 142 in making this indefinite life determination.

The fair value of the exchange registrations was determined to be approximately $1,143.7 million.

Trade Name

Nasdaq has incorporated OMX into three reporting segments—Issuer Services, Market Services, and Market Technology. The OMX trade name was valued as used in each of these reporting segments. The trade name represents the value of the market recognition of quality service that OMX and its predecessor entities have developed in their 140 years of operation. In valuing the acquired trade names, we used the income approach, specifically the relief from royalty approach, relying on publicly available information to determine the royalty rate that OMX would have to pay a third-party for the use of the trade name. This valuation methodology is based on the concept that because OMX owns the trade name, it does not have to pay a third-party for the right to use the trade name.

Nasdaq researched public documents and accessed the Royalty Source database for license agreements involving similar trade names in the financial services and technology industries. The guideline sample of license agreements yielded a range of royalty rates extending from 0.5% to 2.0% for financial services and technology companies. Based on the margins of the reporting segments, Nasdaq estimated the royalty rates to be 2.0% for Issuer Services, 2.0% for Market Services, and 0.5% for Market Technology.

The cash flows were then tax-effected at a rate of 25.0%, and a discounted tax amortization benefit was added to the fair value of the asset under the assumption that the trade name would be amortized for tax purposes over a period of seven years for Issuer Services and Market Services and five years for Market Technology.

The following is a summary of the indicated fair value for the trade name asset:

 

     Issuer
Services
   Market
Services
   Market
Technology
   Total
     (in millions)

Sum of discounted cash flows

   $ 17.8    $ 126.3    $ 15.0    $ 159.1

Discounted tax amortization benefit

     4.1      28.6      3.9      36.6
                           

Indicated fair value

   $ 21.9    $ 154.9    $ 18.9    $ 195.7
                           

 

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Customer Relationships

Customer relationships represent the non-contractual and contractual relationships that OMX has with issuers, traders, information vendors, and technology customers. OMX’s customer relationships were valued using the income approach, specifically an excess earnings method. This valuation approach relied on assumptions regarding projected revenues, attrition rates, and operating cash flows for each customer type, which were projected up to 45 years.

The following chart depicts OMX’s primary revenue streams and how the 2008 revenues were divided amongst the three customer relationship intangible assets:

 

     Issuer
Services
    Market
Services
    Market
Technology
    Unallocated  
     (in millions)  

The Nordic Exchange

        

Trading revenues

     100 %    

Issuers’ revenues

   100 %      

Other revenues

         100 %

Information Services

        

Information sales

     100 %    

Revenues from Baltic Markets

     100 %    

Revenues from Broker Services

     100 %    

Other revenues

         100 %

Market Technology

        

License, support, and project revenues

       75 %   25 %

Facility management services revenues

       75 %   25 %

Other revenues

         100 %

For operating income, Nasdaq assumed that the weighted-average growth for existing customers was 20.0% for each reporting segment. Nasdaq also adjusted for synergies that would be available to the typical market participant, as well as the cost savings, assumed to be 2.0% of revenue, related to servicing an existing customer base versus a future revenue base.

Nasdaq assumed annual revenue attrition of 5.0% for the customers for all reporting segments, as well as charges for contributory assets. The tax-effected cash flows were discounted at a rate of 9.6%, 10.1%, and 8.0% for Issuer Services, Market Services, and Market Technology, respectively.

The cash flows were then tax-effected at a rate of 25.0%, and a discounted tax amortization benefit was added to the fair value of the asset under the assumption that the customer relationships would be amortized for tax purposes over a period of seven years for Issuer and Market Services and five years for Market Technology.

The following is a summary of the indicated fair value for the customer relationship assets:

 

     Issuer
Services
   Market
Services
   Market
Technology
   Total
     (in millions)

Sum of discounted cash flows

   $ 103.3    $ 256.4    $ 51.7    $ 411.4

Discounted tax amortization benefit

     23.3      56.9      13.6      93.8
                           

Indicated fair value

   $ 126.6    $ 313.3    $ 65.3    $ 505.2
                           

The estimated remaining useful life captures 90.0% to 95.0% of the present value of the cash flows generated by each customer relationship. The remaining useful life was determined based on an analysis of the historical attrition rates of OMX customers and paragraph 11 of SFAS 142, which included an analysis of the legal, regulatory, contractual, competitive, economic, or other factors that limit the useful life of this intangible asset. The useful life is addressed in the section below, which discusses the assessment of the lives of the customer relationships and market technology.

Technology – Licensed to Third Parties

Nasdaq acquired two types of technology from OMX, developed and new. The developed technology represents the existing portfolio of software technologies that OMX had developed or acquired. These software technologies are licensed to more than 60 external unrelated customers and are also currently used internally by OMX. The new technology includes Genium. Our future technology platform is an ongoing effort as we further evaluate both Nasdaq and OMX technologies. NASDAQ OMX has refocused

 

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the development of Genium to combine our INET (Nasdaq’s current trading platform) and CLICK technologies with the original Genium concepts and components. Ongoing Genium development will predominately incorporate our core INET functionality, including order routing that will be deployed in the new NASDAQ OMX Pan-European Market. See Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Current Business Developments,” for further discussion on the new Pan-European Market. We will develop new integrated trading and clearing functions based on CLICK and SECUR, and the Genium platform will include Genium Market Info, our information dissemination solution. The Nordic Exchange will begin the migration to the Genium platform in 2010. The fair values of the technologies licensed to third parties were computed using the income approach, specifically the excess earnings approach. This valuation approach relied on assumptions regarding projected revenues, operating cash flows and core technology charges for each technology, which were projected over three years for developed technology and over 10 years for new technology.

The technology revenue streams include 75.0% of license, support, and project revenues and facility management services revenues. Nasdaq assumed that certain customers will gradually start migrating from the existing technology to Genium starting in 2010 and will be almost fully migrated to Genium by 2014.

The projected margins for the technology business are consistent with the overall Market Technology business but are adjusted for research and development, or R&D, costs spent on each technology. Nasdaq assumed that for developed technology, 2.0% of the overall expenses were related to R&D associated with developed technology, and that for new technology, 10.0% of the overall expenses were related to R&D associated with developed technology.

A contributory asset charge for the use of other assets was deducted from the after-tax operating income yielding the excess earnings generated by the technologies, which were discounted at a rate of 8.0% for developed and new technologies.

The cash flows were then tax-effected at a rate of 25.0%, and a discounted tax amortization benefit was added to the fair value of the asset under the assumption that the technology would be amortized for tax purposes over a period of five years.

The fair value of the new technology was adjusted for the INET components that Nasdaq and OMX are incorporating into Genium, which represented approximately 96.0% of value.

The following is a summary of the indicated fair value for the technology asset:

 

     Developed
Technology
   New
Technology
 
     (in millions)  

Sum of discounted cash flows

   $ 0.5    $ 36.7  

Discounted tax amortization benefit

     0.1      9.6  
               

Indicated fair value

     0.6      46.3  

Value Adjustment for Nasdaq and OMX

     —        (44.7 )
               

Indicated fair value

   $ 0.6    $ 1.6  
               

The estimated useful life of the developed and new technology was based on discussions with OMX management as to the likely duration of benefit to be derived from the technology. Nasdaq considered such factors as the migration cycle from the existing technology to Genium, the estimated research and development costs, and the development of future generations of technology. Nasdaq also gave consideration to paragraph 11 of SFAS 142 and to the pace of the technological changes in the industries in which OMX sells its products.

Technology – Internal Use

The fair values of the internally used technology were valued using the income approach, specifically the relief from royalty approach, relying on publicly available information to determine the royalty rate that OMX would have to pay a third-party for the use of the technologies. This valuation methodology is based on the concept that because OMX owns the technologies it does not have to pay a third-party for the right to license the technology.

Nasdaq researched public documents and accessed the Royalty Source database for license agreements involving similar trade names in the financial services and technology industries. The guideline sample of license agreements yielded a range of royalty rates extending from 0.25% to 40.0% for financial services technologies. Based on the functionality of the technologies, Nasdaq estimated the royalty rates to be 5.0% for the developed and new technology.

The cash flows were then tax-effected at a rate of 25.0%, and a discounted tax amortization benefit was added to the fair value of the asset under the assumption that the technologies would be amortized for tax purposes over a period of seven years.

 

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The fair value of the new technology was adjusted for the INET components that Nasdaq and OMX are incorporating into Genium, which represented approximately 96.0% of value.

The following is a summary of the indicated fair value for the internally licensed existing and new technologies:

 

     Developed
Technology
   New
Technology
 
     (in millions)  

Sum of discounted cash flows

   $ 22.9    $ 66.4  

Discounted tax amortization benefit

     5.2      15.0  
               

Indicated fair value

     28.1      81.4  

Value Adjustment for Nasdaq and OMX

     —        (78.5 )
               

Indicated fair value

   $ 28.1    $ 2.9  
               

Customer Relationships and Market Technology Lives

The following summarizes the methodologies and assumptions Nasdaq used to estimate the remaining economic lives of the customer relationships and market technology.

a. The expected use of the asset by the entity—As previously discussed, the existing technology will be partially replaced by the Genium technology over the next 6 years. In addition, the existing technology and Genium technology will be obsolete after three and 10 years, respectively. The determination of the useful life of Genium was based on the historical development and life cycles of existing technology products within Nasdaq and OMX.

b. The expected useful life of another asset or group of assets to which the useful life of the intangible asset may relate—The useful lives of the technology and customer relationship assets are not significantly impacted by any other asset or group of assets. The life of the customer relationships varies depending on the customers. The issuers generally have a 22 to 28 year life, the traders/information vendors have a 22 to 28 year life, and the market technology customers have a 22 to 26 year life. For technology, the existing technology has a three year life whereas Genium has a 10 year life.

c. Any legal, regulatory or contractual provisions that may limit the useful life—We are not aware of any.

d. Any legal, regulatory or contractual provisions that enable renewal or extension of the asset’s legal or contractual life without substantial cost—The market technology customers enter into license and facilities management contracts with a duration of three to 10 years. Such contracts are generally renewed at least once with minimal cost. The useful life of 22 to 26 years was selected based on the fact that many contracts are renewed more than one time, and a majority of the contracts have terms in the eight to 10 year range. We are not aware of any other legal, regulatory, or contractual provisions that may impact the lives of the customer relationships and market technology.

e. The effects of obsolescence, demand, competition, and other economic factors—Genium will be introduced both internally and externally beginning in 2010. The existing technology would become obsolete in approximately three years. In addition, Genium would become obsolete in approximately ten years should OMX not invest in upgrades and improvements. The life cycles were based on the historical development and life cycles of existing software products within Nasdaq and OMX.

With respect to the customer relationships, the issuers are generally loyal to their home country and, as such, list on the local exchanges. Most delistings relate to mergers or acquisitions rather than competition. However, within Europe, there has been increased competition with respect to the trading business, resulting in higher attrition rates for the listing/information vendor business. Finally, for the market technology customers, OMX faced competition from exchanges that choose to develop their own exchange technologies. The present competition does not have a large impact on the life cycle as customers typically return due to better pricing options and the high cost of changing providers.

f. The level of maintenance expenditures required to obtain the expected future cash flows from the asset. OMX expects to incur research and development expenses to maintain its technology. With respect to the customer relationships, OMX incurs sales and marketing expenses to maintain the current customers. Nasdaq believes that historically the research and development and sales and marketing expenses have maintained the quality of its products and services, thus contributing to a longer life.

Deferred Tax Liability

An $11.8 million current deferred tax liability and a $730.9 million non-current deferred tax liability (total deferred tax liability of $742.7 million) has been set up against the $1,952.5 million increase in value of OMX’s assets outlined in the table under intangible assets above. The deferred tax liabilities represent the tax effect of the difference between the estimated assigned fair value of the acquired intangible assets ($1,877.8 million) and the tax basis ($0) of such assets. The estimated amount of $742.7 million is determined by multiplying the difference of $1,877.8 million by the U.S. marginal tax rate of 39.55%.

 

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Equity Investment in DIFX

As discussed above, we also acquired 33  1/3% of the equity of DIFX in exchange for $50 million of cash consideration and the entry into certain technology and trademark licensing agreements. These agreements are intended to be nontransferable and perpetual, subject to various exceptions. The agreements grant to DIFX and/or its affiliates rights to use or sublicense certain intellectual property (including, in some instances, on an exclusive basis). We will also be responsible for 50.0% of any additional capital contribution calls made by DIFX, subject to a maximum aggregate additional commitment by us of $25.0 million.

Included in the Condensed Consolidated Balance Sheet is our equity method investment in DIFX, for approximately $128 million. Our investment includes $50 million of cash consideration and the contribution of certain licenses related to our technology, or technology licenses, and the Nasdaq trade name with a gross value of $117 million (net value of $78 million after reduction by the portion of economic interest retained through our 33 1/3% equity investment in DIFX). Upon the concurrent closing of the Transactions, we recognized a non-recurring pre-tax gain of $26 million ($15.7 million after-tax) on the transfer of the Nasdaq trade name asset. In addition, as discussed below, we recorded deferred revenue of $52 million related to the transfer of the technology licenses and will ratably recognize this revenue over a seven year period, which is an estimate of the relevant period for which service will be provided to DIFX.

The basis of the estimated fair values of the technology licenses and the Nasdaq trade name and the calculation of deferred revenue on the technology licenses and the calculation of the Nasdaq trade name pre-tax and after-tax gains are presented below.

Estimated Fair Value of Licenses related to Technology and Calculation of Deferred Revenue

Estimated Fair Value of Technology Licenses

The technology license contributed to DIFX was valued using the cost savings method. As part of the Transactions, DIFX was granted the rights to use or sublicense certain intellectual property (including in some instances, on an exclusive basis) for use in DIFX’s operations in certain territories. Furthermore, DIFX can sublicense current or future commercially available technologies owned by NASDAQ OMX to any of its affiliated entities. Nasdaq estimated the hypothetical after-tax license fees saved by DIFX based on similar license agreements. The applicable license fees saved by the affiliated entities were based on the analysis of likely licensors of commercially available technologies. A hypothetical license agreement with DIFX and their affiliated entities was assumed to span a period of five years, and the license fees were assumed to be paid at the beginning of each period. The tax rate in Dubai is zero. The tax-effected license fee savings cash flows were discounted at a rate of 19.1%. The discount rate was developed using the comparable public company data and economic data reflecting the risk environment in DIFX’s market area. The discount rate was based on the capital asset pricing model and represents the weighted-average cost of capital.

The fair value of the technology licenses was determined to be approximately $78 million.

Calculation of Deferred Revenue

As part of the perpetual technology license agreement, we are obligated to provide DIFX with additional unspecified software developed or marketed by NASDAQ OMX in the future. As such, we have deemed our contribution of technology to be an “insubstance subscription” in accordance with SOP 97-2. As such, revenue that is earned as a result of the license agreement will be recognized ratably over its estimated economic useful life. We have recorded deferred revenue equal to the fair value of the technology licenses. The deferred revenue will be reduced by the portion of the economic interest retained since we will have a 33 1/3% equity investment in DIFX and the deferred revenue will be recognized ratably over the estimated economic useful life of the technology licenses, which is seven years.

Calculation is as follows:

 

 

 

$78 million value to technology licenses * 66  2/3% interest sold = $52 million.

For the three months ended June 30, 2008, we recorded $1.9 million of income and for the six months ended June 30, 2008 we recorded $2.5 million of income related to this deferred revenue in Market Technology revenues in the Condensed Consolidated Statements of Income.

Estimated Fair Value of License related to the Nasdaq Trade Name and Calculation of Gain on Transfer of the Nasdaq Trade Name

Estimated Fair Value of Nasdaq Trade Name

Nasdaq used the relief from royalty method in valuing DIFX’s right to the Nasdaq trade name. As a part of the Transactions, DIFX received rights to use the Nasdaq trade name. The valuation methodology used is based on the after-tax royalties saved by DIFX because of the licensing agreement. The royalty rate used was selected after researching publicly available information on license agreements involving similar trade names. Based on these license agreements, a royalty rate of 3.0% was selected, which was multiplied by DIFX’s projected revenue stream to derive the after-tax royalty savings. The tax rate in Dubai is zero. The resulting after-tax royalty savings were discounted using a rate of 19.1%, which represents the weighted average cost of capital.

 

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The fair value of the license related to the Nasdaq trade name was determined to be approximately $39 million.

Calculation of Gain on Transfer of Asset

As noted above, the fair value of the license related to the Nasdaq trade name was approximately $39 million and had a zero carrying value on Nasdaq’s books and records prior to the transfer. The contribution of the Nasdaq trade name is considered an exchange of monetary assets in accordance with EITF 01-02 “Interpretations of APB Opinion No. 29”, therefore we determined that a gain should be recognized for the difference between Nasdaq’s carrying value and the fair value of this contributed asset. This gain is reduced by the portion of economic interest retained since we will have a 33 1/3% equity investment in DIFX.

The pre-tax gain was calculated as follows:

 

 

 

$39 million value to trade name *66 2/3% interest sold = $26 million.

The after-tax gain was calculated as follows:

 

   

$26 million gain less taxes at 39.55% ($10.3 million) = $15.7 million.

Tax Related to the DIFX Investment

For tax purposes, we recorded a current income tax payable of $46.3 million on the total intangible asset value of $117 million. In addition, we recorded a deferred tax asset of $36.0 million related to the difference between the total intangible asset value of $117 million and the gain of $26.0 million recognized on the Nasdaq trade name contribution.

Pro Forma Results

The condensed consolidated financial statements include the financial results of OMX from the date of acquisition. Therefore, pro forma results for the three months ended June 30, 2008 are not presented as these results are included in the NASDAQ OMX Condensed Consolidated Statement of Income for the three months ended June 30, 2008. Unaudited pro forma combined historical results for the three months ended June 30, 2007 and six months ended June 30, 2008 and 2007 are included in the table below. The unaudited pro forma combined results include the historical Condensed Consolidated Statements of Income of Nasdaq and OMX, giving effect to the business combination as if it had occurred at the beginning of each period presented.

 

     Three Months Ended
June 30, 2007
   Six Months Ended
June 30,
      2008    2007
     (in thousands, except per share amounts)

Revenues

   $ 695,768    $ 1,738,487    $ 1,399,664

Revenues less liquidity rebates, brokerage, clearance and exchange fees

     336,247      761,668      670,263

Net income

     89,477      220,225      161,850

Basic earnings per share

   $ 0.52    $ 0.92    $ 0.93

Diluted earnings per share

   $ 0.43    $ 0.87    $ 0.79

The pro forma results for the three months ended June 30, 2007 and six months ended June 30, 2008 and 2007 primarily include adjustments for amortization of the intangible assets presented above, the elimination of OMX’s historical amortization expense, additional interest expense on the credit facilities and the 2.50% convertible senior notes, elimination of OMX’s historical interest expense related to OMX’s debt that was refinanced and related tax adjustments.

The pro forma results for the six months ended June 30, 2008 also include the elimination of the non-recurring gain on the contribution of the Nasdaq trade name in the DIFX transaction discussed above. In addition, the pro forma results for the three and six months ended June 30, 2007 were adjusted to exclude the material non-recurring charges or credits and related tax effects related to our previous investment in the London Stock Exchange Group plc, or the LSE, in accordance with Regulation S-X. The adjustments related to the LSE transaction include the elimination of Nasdaq’s interest expense related to the financing of the purchase of the share capital of the LSE, the loss on foreign currency option contracts purchased to hedge the foreign currency exposure on our acquisition bid, dividend income received from the LSE, strategic initiative costs and related tax adjustments. In addition, pro forma results for the three months ended June 30, 2007 and six months ended June 30, 2008 and 2007 include adjustments to eliminate interest income related to the net cash received from the sale of our investment in the LSE.

 

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4. Goodwill and Purchased Intangible Assets

Goodwill

The following table presents the changes in goodwill by business segment during the six months ended June 30, 2008:

 

     Market
Services
   Issuer
Services
   Market
Technology
   Total
     (in thousands)

Balance at December 31, 2007

   $ 911,179    $ 69,557    $ —      $ 980,736

Goodwill acquired

     1,986,790      302,274      747,733      3,036,797

Purchase accounting adjustments

     24,202      3,279      29,574      57,055
                           

Balance at June 30, 2008

   $ 2,922,171    $ 375,110    $ 777,307    $ 4,074,588
                           

The goodwill acquired and purchase accounting adjustments for Market Services, Issuer Services and Market Technology shown above relate to our business combination with OMX. See Note 3, “Business Combinations,” for further discussion. The purchase accounting adjustments for Market Services consist of direct acquisition costs, technology write-downs, additional severance costs related to former OMX employees and a reduction in the fair value of certain assets acquired. The purchase accounting adjustments for Issuer Services consist of direct acquisition costs and additional severance costs related to former OMX employees and the purchase accounting adjustments for Market Technology consist of technology write-downs, direct acquisition costs and additional severance costs related to former OMX employees.

Purchased Intangible Assets

The following table presents details of our total purchased intangible assets, both finite and indefinite lived:

 

     June 30, 2008    December 31, 2007
     Gross
Carrying
Amount
   Accumulated
Amortization
    Net
Intangible
Assets
   Gross
Carrying
Amount
   Accumulated
Amortization
    Net
Intangible
Assets
     (in thousands)

Finite-Lived Intangible Assets

               

Technology

   $ 62,609    $ (25,200 )   $ 37,409    $ 29,409    $ (20,682 )   $ 8,727

Customer relationships

     711,610      (52,090 )     659,520      206,410      (37,076 )     169,334

Other

     3,240      (2,316 )     924      3,240      (2,089 )     1,151
                                           

Total Finite-Lived Intangible Assets

   $ 777,459    $ (79,606 )   $ 697,853    $ 239,059    $ (59,847 )   $ 179,212
                                           

Indefinite-Lived Intangible Assets

               

Exchange registrations

   $ 1,143,700    $ —       $ 1,143,700    $ —      $ —       $ —  

Trade names(1)

     198,100      —         198,100      2,400      —         2,400
                                           

Total Indefinite-Lived Intangible Assets

   $ 1,341,800    $ —       $ 1,341,800    $ 2,400    $ —       $ 2,400
                                           

Total Intangible Assets

   $ 2,119,259    $ (79,606 )   $ 2,039,653    $ 241,459    $ (59,847 )   $ 181,612
                                           

 

(1)

Includes trade names for OMX and Shareholder.com which we have determined to have an indefinite useful life as these trade names are expected to generate future cash flows for an indefinite period of time.

Amortization expense for purchased finite-lived intangible assets was $11.0 million for the three months ended June 30, 2008 and $19.8 million for the six months ended June 30, 2008 compared to $4.9 million for the three months ended June 30, 2007 and $9.8 million for the six months ended June 30, 2007. The increase was due to intangible asset amortization expense on identifiable finite-lived intangible assets purchased in connection with the OMX business combination from the date of acquisition of February 27, 2008.

The estimated future amortization expense of purchased intangible assets as of June 30, 2008 is as follows:

 

     (in thousands)

2008

   $ 24,738

2009

     49,887

2010

     49,596

2011

     39,391

2012

     37,209

2013 and thereafter

     497,032
      

Total

   $ 697,853
      

 

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5. Equity Method Investments

We have investments in companies accounted for under the equity method of accounting which were primarily acquired through the Transactions. The equity method of accounting is used when we own less than 50% of the outstanding voting stock, but exercise significant influence over the operating and financial policies of the affiliate.

We have $232.1 million of equity interest in our equity method investments, which consist primarily of DIFX and Orc Software, included in other assets in the Condensed Consolidated Balance Sheets as of June 30, 2008. Our equity interest in the net income of these affiliated companies was $1.3 million for the three months ended June 30, 2008 and $1.6 million for the six months ended June 30, 2008 and is included in income from unconsolidated investees, net, within other income (expense), net in the Condensed Consolidated Statements of Income. For DIFX, we record our equity interest on the earnings and losses of the company on a quarter lag.

DIFX is a related party, as DIFX is owned by Borse Dubai, who through the completion of the Transactions, owns 19.99% of the share capital of NASDAQ OMX, in addition to shares held by the Trust for their benefit.

6. Financial Investments, at Fair Value

Financial investments, at fair value were $137.0 million as of June 30, 2008 and are comprised of Swedish government debt securities. These securities, which are classified as trading securities, are restricted assets to meet regulatory capital requirements for our Nordic Exchange clearing operations.

Investment in the LSE

During 2006 and 2007, Nasdaq, through its wholly owned subsidiary Nightingale Acquisition Limited, or NAL, acquired share capital of the LSE, totaling 28.4%, or 28.8% after taking into effect LSE’s buybacks.

In November 2006, we announced the terms of final offers to acquire all of the ordinary share capital of the LSE not already owned by us at a price of 1,243 pence per share and all of the B share capital of LSE at a price of 200 pence (plus accrued dividend) per share. In order to hedge the foreign currency exposure on our acquisition bid for the LSE, we purchased foreign currency option contracts. See Note 13, “Derivative Financial Instruments and Hedging Activities,” for further discussion. These final offers lapsed on February 10, 2007.

During the first six months of 2007, we incurred costs, such as legal and advisory, of $26.5 million in connection with our strategic initiatives related to the LSE, including our acquisition bid. In conjunction with the lapse of our final offers for the LSE in February 2007, these costs were charged to expense in 2007, of which $1.6 million was expensed in the second quarter 2007. These costs are included in strategic initiative costs in the Condensed Consolidated Statements of Income.

On September 25, 2007, Nasdaq, through NAL, sold shares, representing at that time 28.0% of the share capital of the LSE, to Borse Dubai for $1,590.7 million in cash. Nasdaq sold the substantial balance of its remaining holdings in the LSE in open market transactions for approximately $193.5 million in cash on September 26, 2007 for total proceeds of $1,784.2 million. As a result of the sale, Nasdaq recognized a $431.4 million pre-tax gain, which is net of $18.0 million of costs directly related to the sale, primarily broker fees. On September 28, 2007, Nasdaq used approximately $1,055.5 million of the proceeds from the above transactions to repay in full and terminate our then-outstanding credit facilities.

7. Deferred Revenue

Our deferred revenue at June 30, 2008 primarily related to Listing Services and Market Technology fees and will be recognized in the following years:

 

     Initial
Listing
Fees
   Listing of
Additional
Shares
   Annual
and Other
   Market
Technology
   Total
     (in thousands)

Fiscal year ended:

              

2008

   $ 10,485    $ 18,648    $ 91,594    $ 13,622    $ 134,349

2009

     18,682      29,622      609      7,505      56,418

2010

     14,929      20,051      —        7,429      42,409

2011

     10,715      10,132      —        7,429      28,276

2012

     6,532      1,210      —        7,429      15,171

2013 and thereafter

     2,722      —        —        16,095      18,817
                                  
   $ 64,065    $ 79,663    $ 92,203    $ 59,509    $ 295,440
                                  

 

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Our deferred revenue for the six months ended June 30, 2008 and 2007 is reflected in the following table. The additions primarily reflect Issuer Services revenues from listing fees and Market Technology revenues from client contracts charged during the period, as well as Market Technology deferred revenue related to the contribution of technology licenses to DIFX. OMX’s beginning balances since the date of the business combination have been included in additions. The amortization primarily reflects Issuer Services revenues from listing fees and Market Technology revenues including revenues earned from the technology licenses contributed to DIFX and from client contracts recognized during the period in accordance with U.S. GAAP.

 

     Initial
Listing
Fees
    Listing of
Additional
Shares
    Annual
and Other
    Market
Technology
    Total  
     (in thousands)  

Balance at January 1, 2008

   $ 71,208     $ 79,382     $ 3,992     $ —       $ 154,582  

Additions

     4,239       20,869       176,286       74,827       276,221  

Amortization

     (11,382 )     (20,588 )     (88,075 )     (15,318 )     (135,363 )
                                        

Balance at June 30, 2008

   $ 64,065     $ 79,663     $ 92,203     $ 59,509     $ 295,440  
                                        

Balance at January 1, 2007

   $ 71,054     $ 73,829     $ 2,208     $ —       $ 147,091  

Additions

     11,774       27,879       142,790       —         182,443  

Amortization

     (10,904 )     (19,836 )     (74,003 )     —         (104,743 )
                                        

Balance at June 30, 2007

   $ 71,924     $ 81,872     $ 70,995     $ —       $ 224,791  
                                        

8. Debt Obligations

The following table presents the changes in our debt obligations during the six months ended June 30, 2008:

 

     December 31,
2007
   Additions     Payments,
Conversions and
Accretion
    June 30,
2008
 
     (in thousands)  

3.75% convertible notes due October 22, 2012 (net of discount)

   $ 118,438    $ —       $ 145     $ 118,583  

2.50% convertible senior notes due August 15, 2013

     —        475,000       —         475,000  

$2,000.0 million senior secured term loan facility credit agreement due February 27, 2013 (average interest rate of 4.88% for the period February 27, 2008 through June 30, 2008)

     —        1,050,000       —         1,050,000  

Debt obligations assumed from the business combination with OMX (1)

     —        352,918       (352,918 )     —    
                               

Total debt obligations

     118,438      1,877,918       (352,773 )     1,643,583  

Less current portion

     —        (98,438 )     —         (98,438 )
                               

Total long-term debt obligations

   $ 118,438    $ 1,779,480     $ (352,773 )   $ 1,545,145  
                               

 

(1)

OMX’s debt obligations were refinanced with a combination of proceeds from the issuance of the 2.50% convertible senior notes and credit facilities.

3.75% Convertible Notes

The 3.75% convertible notes were originally issued to Hellman & Friedman, or H&F, ($300.0 million), Silver Lake Partners, or SLP, ($141.4 million) and other partners ($3.6 million) in order to finance the INET transaction. These notes were convertible into our common stock at a price of $14.50 per share, representing 30,689,655 shares subject to adjustment, in general for any stock split, dividend, combination, recapitalization or similar event. We also issued warrants to purchase shares of our common stock at a price of $14.50 per share to H&F (3,400,000 shares), SLP (1,523,325 shares) and other partners (39,175 shares). The warrants became exercisable on April 22, 2006 and expire on December 8, 2008, the third anniversary of the closing of the INET acquisition.

Conversion of the 3.75% Convertible Notes

In the fourth quarter of 2007, H&F sold its entire stake in Nasdaq in a public offering which included (i) shares issued through the conversion of the 3.75% convertible notes, (ii) shares acquired through the cashless exercise of warrants and shares held outright by H&F, which were previously purchased from us in a separate transaction. Also in the fourth quarter of 2007, SLP and other partners sold 1,732,491 shares of our common stock. The shares sold by SLP and other partners consisted of a portion of shares issued through the conversion of the 3.75% convertible notes issued to SLP and other partners, and the cashless exercise of a portion of the warrants issued to other partners. SLP did not exercise any of their warrants. As a result of the above, as of December 31, 2007, approximately $120.1 million in aggregate principal amount of the 3.75% convertible notes remained outstanding.

 

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In the first six months of 2008, SLP converted 2,000 shares of the 3.75% convertible notes into common stock. As a result of this conversion, approximately $120.1 million in aggregate principal amount of the 3.75% convertible notes remained outstanding as of June 30, 2008. There were no warrants exercised in the first six months of 2008. At June 30, 2008, all of the warrants issued to SLP and 16,164 warrants issued to other partners remained outstanding.

On an as-converted basis at June 30, 2008, SLP owned an approximate 4.6% equity interest in us as a result of its ownership of $118.6 million in aggregate principal amount of the 3.75% convertible notes, which are convertible into 8,177,715 shares of our common stock, and 1,523,325 shares underlying warrants. We have registered the shares underlying SLP’s and other partners’ notes on a Form S-3 registration statement.

2.50% Convertible Senior Notes

On February 26, 2008, in connection with the business combination with OMX, we completed the offering of $475.0 million aggregate principal amount of 2.50% convertible senior notes due 2013. The interest rate on the notes is 2.50% per annum payable semi-annually in arrears on February 15 and August 15, beginning August 15, 2008. The notes will mature on August 15, 2013.

The notes are convertible in certain circumstances specified in the indenture for the notes. Upon conversion, holders will receive, at the election of NASDAQ OMX, cash, common stock or a combination of cash and common stock. It is our current intent and policy to settle the principal amount of the notes in cash. The conversion rate will initially be 18.1386 shares of common stock per $1,000 principal amount of notes, which is equivalent to a conversion price of approximately $55.13 per share of common stock. At June 30, 2008, the 2.50% convertible senior notes are convertible into 8,615,999 shares of our common stock, subject to adjustment upon the occurrence of specified events. Subject to certain exceptions, if we undergo a “fundamental change” as described in the indenture, holders may require us to purchase their notes at a price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest.

Debt Issuance Costs

In conjunction with the issuance of the 2.50% convertible senior notes, we incurred debt issuance costs of $9.5 million. These costs, which are capitalized and included in other assets in the Condensed Consolidated Balance Sheets, are being amortized over the life of the debt obligation. Amortization expense which was recorded as additional interest expense was $0.4 million for the three months ended June 30, 2008 and $0.6 million for the six months ended June 30, 2008.

Credit Facilities

In connection with the business combination with OMX, on February 27, 2008, or the Closing Date, NASDAQ OMX entered into a Credit Agreement among NASDAQ OMX, as borrower, the financial institutions party thereto as lenders, Bank of America, N.A., as administrative agent, collateral agent, swingline lender and issuing bank, JPMorgan Chase Bank, N.A., as syndication agent, Bank of America Securities LLC and JP Morgan Securities Inc., as joint lead arrangers and joint bookrunners, and Wachovia Bank, National Association, as documentation agent, or collectively the Banks. The Credit Agreement provides for up to $2,075.0 million of senior secured loans, which include (i) a five-year, $2,000.0 million senior secured term loan facility, or the Term Loan Facility, which consists of (a) a $1,050.0 million term loan facility allocated to the OMX business combination; (b) a $650.0 million term loan facility allocated to the acquisition of PHLX, and (c) a $300.0 million delayed draw term loan facility allocated to fund the acquisition of certain businesses of Nord Pool, which will be available for drawdown until August 27, 2008 (with the possibility of being held in a segregated account of NASDAQ OMX until the earlier of: the closing of the Nord Pool transaction, such time as we determine the Nord Pool transaction will not close, or November 1, 2008), and (ii) a five-year, $75.0 million senior secured revolving credit facility, with a letter of credit subfacility and swingline loan subfacility, or the Revolving Credit Facility, and together with the Term Loan Facility, or the Credit Facilities. The Revolving Credit Facility was undrawn as of June 30, 2008. In addition, NASDAQ OMX may request that prospective additional lenders under the Credit Agreement agree to make available incremental term loans and incremental revolving commitments from time to time after the Closing Date in an aggregate amount not to exceed $200.0 million.

In addition to financing the business combination with OMX, the acquisition of PHLX and the proposed acquisition of certain businesses of Nord Pool (see Note 15, “Commitments, Contingencies and Guarantees,” for further discussion of the proposed acquisition of certain businesses of Nord Pool), we are using the debt financing under the Credit Facilities to (i) pay fees and expenses incurred in connection with such transactions, (ii) repay certain indebtedness of OMX, PHLX and their respective subsidiaries and (iii) provide ongoing working capital and provide for other general corporate purposes of NASDAQ OMX and its subsidiaries.

Borrowings under the Credit Facilities (other than swingline loans) will bear interest at (i) the base rate (the higher of the prime rate announced by the Bank of America, N.A, and the federal funds effective rate plus 0.50%), plus an applicable margin, or (ii) the LIBO rate (set by the British Bankers Association LIBOR Rate), plus an applicable margin. The interest rate on swingline loans made under the Credit Facilities is the base rate, plus an applicable margin.

NASDAQ OMX’s obligations under the Credit Facilities (i) are guaranteed by each of the existing and future direct and indirect material wholly-owned domestic subsidiaries of NASDAQ OMX, subject to certain exceptions, and (ii) are secured, subject to certain

 

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exceptions, by all the capital stock of each of our present and future subsidiaries (limited, in the case of foreign subsidiaries, to 65.0% of the voting stock of such subsidiaries) and all of the present and future property and assets (real and personal) of NASDAQ OMX and the guarantors.

The Credit Facilities contain customary negative covenants applicable to NASDAQ OMX and its subsidiaries, including the following:

 

   

limitations on the payment of dividends and redemptions of NASDAQ OMX’s capital stock;

 

   

limitations on changes in NASDAQ OMX’s business;

 

   

limitations on amendment of subordinated debt agreements;

 

   

limitations on prepayments, redemptions and repurchases of debt;

 

   

limitations on liens and sale-leaseback transactions;

 

   

limitations on business combinations, recapitalizations, acquisitions and asset sales;

 

   

limitations on transactions with affiliates;

 

   

limitations on restrictions on liens and other restrictive agreements; and

 

   

limitations on loans, guarantees, investments, incurrence of debt and hedging arrangements.

In addition, the Credit Facilities contain financial covenants, specifically, maintenance of a minimum interest expense coverage ratio and a maximum total leverage ratio, defined in the Credit Facilities.

The Credit Facilities also contain customary affirmative covenants, including access to financial statements, notice of defaults and certain other material events, and maintenance of business and insurance, and events of default, including cross-defaults to our material indebtedness.

NASDAQ OMX is permitted to repay borrowings under the Credit Facilities at any time in whole or in part, without penalty. We also are required to repay loans outstanding under the Credit Facilities (i) with net cash proceeds from sales of property and assets of NASDAQ OMX and its subsidiaries (excluding inventory sales and other sales in the ordinary course of business) and casualty and condemnation proceeds, in each case subject to exceptions and thresholds to be agreed and subject to reinvestment rights; (ii) with net cash proceeds from the issuance or incurrence of additional indebtedness other than indebtedness permitted by the Credit Facilities; and (iii) with a percentage of our excess cash flow, and the percentage of such excess cash flow is required to use for repayments varies depending on our leverage ratio at the end of the year for which cash flow is calculated, starting in 2008, with the maximum repayment percentage set at 50.0% of excess cash flow.

Debt Issuance Costs

In conjunction with our Credit Facilities, we incurred debt issuance costs of $38.5 million. These costs, which are capitalized and included in other assets in the Condensed Consolidated Balance Sheets, are being amortized over the life of the debt obligation. Amortization expense which was recorded as additional interest expense was $1.9 million for the three months ended June 30, 2008 and $2.6 million for the six months ended June 30, 2008.

At June 30, 2008, we were in compliance with the covenants of all of our debt obligations.

In addition to the $75.0 million Revolving Credit Facility discussed above, we also have credit facilities related to our clearinghouses in order to meet liquidity requirements. These credit facilities which are available in multiple currencies, primarily Swedish Krona, totaled $257.4 million at June 30, 2008, of which $6.8 million was drawn.

9. Employee Benefits

We maintain a non-contributory, defined-benefit pension plan named The NASDAQ OMX Group, Inc. Pension Plan, or Pension Plan, and a Supplemental Executive Pension Plan, or SERP, for certain senior executives and other benefit plans for eligible employees in the U.S. For information on our Pension Plan, SERP and post-retirement plan actuarial assumptions, see our Annual Report on Form 10-K for the year ended December 31, 2007.

In the first quarter of 2007, we announced that our Pension Plan and SERP were frozen effective May 1, 2007. Future service and salary for all participants do not count toward an accrual of benefits under the Pension Plan and SERP after April 30, 2007. All of the other features of the Pension Plan and SERP remain unchanged. As a result of the Pension Plan and SERP freeze, a curtailment gain of approximately $6.5 million was recognized in compensation and benefits expense in the Condensed Consolidated Statements of Income for the quarter ended March 31, 2007. During the second quarter of 2007, the estimate of the remaining unrecognized prior service cost at May 1, 2007 was updated and an additional SERP curtailment loss of $0.4 million was recognized. Additionally, as a result of the Pension Plan and SERP freeze, there was a $12.6 million reduction in our year end benefit obligation since future service

 

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and salary for all participants no longer count toward the accrual of benefits. This reduction was a component of the total underfunded status of the Pension and SERP Plans that is included in other liabilities and accrued personnel costs in the Condensed Consolidated Balance Sheets.

Most employees outside the U.S. are covered by local retirement plans or by applicable social laws. Benefits under social laws are generally expensed in the periods in which the costs are incurred. These costs are included in compensation and benefits expense in the Condensed Consolidated Statements of Income.

Components of Net Periodic Benefit Cost

The following table sets forth the components of net periodic pension, SERP and post-retirement benefits cost recognized in compensation and benefits expense in the Condensed Consolidated Statements of Income:

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2008     2007     2008     2007  
     (in thousands)  

Components of net periodic benefit cost

        

Service cost

   $ 5     $ 403     $ 9     $ 2,293  

Interest cost

     805       811       1,611       1,849  

Expected return on plan assets

     (656 )     (720 )     (1,312 )     (1,390 )

Amortization of unrecognized transition asset

     3       (9 )     6       (19 )

Recognized net actuarial loss

     114       206       228       524  

Prior service cost recognized

     —         (73 )     —         (200 )

Curtailment (gain)/settlement loss recognized

     —         435       —         (6,028 )
                                

Benefit cost (gain)

   $ 271     $ 1,053     $ 542     $ (2,971 )
                                

Defined Contribution Savings Plan

We sponsor a voluntary defined contribution savings plan, or 401(k) plan, for U.S. employees. Employees are immediately eligible to make contributions to the plan and are also eligible for an employer contribution match at an amount equal to 100.0% of the first 4.0% of eligible employee contributions. Savings plan expense included in compensation and benefits expense in the Condensed Consolidated Statements of Income was $0.9 million for the three months ended June 30, 2008 compared with $0.8 million in the three months ended June 30, 2007 and $1.7 million for the six months ended June 30, 2008 and 2007.

We also added a new profit-sharing contribution feature to our 401(k) plan. Eligible U.S. employees will receive employer retirement contributions, or ERCs, when we meet our annual corporate goals. In addition, we adopted a supplemental ERC for a select highly compensated employees whose ERCs are limited by the annual Internal Revenue Service compensation limit. The ERC and supplement ERC began on July 1, 2007. ERC expense was $1.0 million for the three months ended June 30, 2008 and $2.0 million for the six months ended June 30, 2008 and is included in compensation and benefits expense in the Condensed Consolidated Statements of Income.

10. Share-Based Compensation

We have a share-based compensation program that provides our Board of Directors broad discretion in creating employee equity incentives. Grants of stock options, restricted stock and performance share units are designed to reward employees for their long-term contributions to us and provide incentives for them to remain with us. Restricted stock awards and units are generally time-based and vest over two to five-year periods beginning on the date of the grant. Stock options are also generally time-based. Stock option awards granted prior to January 1, 2005 generally vest 33% on each annual anniversary of the grant date over three years and expire ten years from the grant date. Stock option awards granted after January 1, 2005 generally vest 25% on each anniversary of the grant date over four years and also expire ten years from the grant date. In 2004 we granted Performance Accelerated Stock Options, or PASOs, for officers and a select group of non-officer employees. These PASOs included a performance based accelerated vesting feature based on us achieving specific levels of performance. Since we achieved the specific levels of performance for accelerated vesting, 50.0% of the PASO awards vested on January 15, 2008 and the remaining 50.0% will vest on January 15, 2009.

In December 2007 and 2006, we granted non-qualified stock options and restricted stock awards to all active employees. Both of these grants included a performance based accelerated vesting feature based on us achieving specific levels of performance. For the 2007 grant, if we achieve the applicable performance parameters in 2008, the grant will vest on the fourth anniversary of the grant date. If we exceed the applicable performance parameters in 2008, the grant will vest on the third anniversary of the grant date, and if we do not meet the applicable performance parameters in 2008, the grant will extended to vest on the fifth anniversary of the grant date. For the 2006 grant, we exceeded the applicable performance parameters in 2007. Therefore, 50% of the 2006 award will vest on the third anniversary of the grant date and 50% of the 2006 award will vest of the fourth anniversary of the grant date. In accordance with SFAS 123(R), we accelerated the related stock option expense on a prospective basis in 2007 as the award will vest over a shorter period. Options issued under both the 2006 and 2007 grants expire ten years from the grant date.

 

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In 2007, certain executive officers also received grants of 181,152 performance share units, or PSUs. Like our PASOs, the PSUs are based on performance levels. However, for PASOs, the performance measure impacts the vesting period, and for PSUs, the performance measure impacts the amount of shares that each executive will receive upon vesting. For each grant of PSUs, an employee may receive from 0% to 150% of the target amount granted, depending on the achievement of performance measures. We report the target number of PSUs granted, unless we have determined that it is more likely than not, based on the actual achievement of performance measures, that an employee will receive a different amount of shares underlying the PSUs, in which case we report the amount of shares the employee is likely to receive.

Of the 181,152 PSUs granted, 120,000 units are subject to a three year performance period and vest at the end of the period. The remaining 61,152 units are subject to a one year performance period and vest three years after the end of the performance period. In the first quarter of 2008, certain executive officers received grants of 120,896 PSUs. Of these PSUs granted, 80,000 units are subject to a three year performance and vest at the end of the period. The remaining 40,896 units are subject to a one year performance period and vest three years after the end of the performance period. The total expense for these PSUs was $0.4 million for the three months ended June 30, 2008 and $0.7 million for the six months ended June 30, 2008. The expense for these PSUs for the three and six months ended June 30, 2007 was immaterial.

In addition to the PSUs, in December 2006, there was an executive grant of 960,000 stock options, which vest over six years. The total expense for this grant was $0.7 million for the three months ended June 30, 2008 compared to $0.9 million for the three months ended June 30, 2007 and $1.3 million for the six months ended June 30, 2008 compared to $1.8 million for the six months ended June 30, 2007.

Our ESPP allows eligible employees to purchase a limited number of shares of our common stock at six-month intervals, called offering periods, at 85.0% of the lower of the fair market value on the first or the last day of each offering period. The 15.0% discount given to our employees is included in compensation and benefits expense in the Condensed Consolidated Statements of Income.

As of June 30, 2008, we had approximately 5.7 million shares of common stock reserved for future issuance under our equity award plan and ESPP. Shares issued as a result of equity awards and our ESPP were generally first issued out of common stock in treasury. However, as a result of the conversion of the 3.75% convertible notes and exercise of related warrants, we have depleted the majority of our treasury stock balance. Therefore, shares issued as a result of equity awards and our ESPP will generally be issued out of common stock as newly issued shares in the future.

The following table shows the total share-based compensation expense resulting from equity awards and the 15.0% discount for the ESPP for the three and six months ended June 30, 2008 and 2007 in the Condensed Consolidated Statements of Income:

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2008     2007     2008     2007  

Share-based compensation expense before income taxes

   $ 6,041     $ 4,089     $ 11,488     $ 7,564  

Income tax benefit

     (2,389 )     (1,617 )     (4,544 )     (2,992 )
                                

Total share-based compensation expense after income taxes

   $ 3,652     $ 2,472     $ 6,944     $ 4,572  
                                

We estimated the fair value of share-based awards using the Black-Scholes valuation model with the following weighted-average assumptions:

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2008     2007     2008     2007  

Expected life (in years)

     5       5       5       5  

Weighted-average risk free interest rate

     2.81 %     4.58 %     2.66 %     4.61 %

Expected volatility

     35.0 %     35.0 %     35.0 %     35.0 %

Dividend yield

     —         —         —         —    

Weighted-average fair value at grant date

   $ 13.97     $ 12.29     $ 14.01     $ 12.14  

Our computation of expected life is based on historical exercise patterns. The interest rate for periods within the expected life of the award is based on the U.S. Treasury yield curve in effect at the time of grant. Our computation of expected volatility is based on a combination of historical and market-based implied volatility. Our credit facilities prohibit us from paying dividends. Before our credit facilities were in place, it was not our policy to declare or pay cash dividends on our common stock.

 

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A summary of stock option activity for the six months ended June 30, 2008 is as follows:

 

     Stock
Options
    Weighted-
Average
Exercise Price
   Weighted-
Average
Remaining
Contractual Term
   Aggregate
Intrinsic Value
                (in years)    (in thousands)

Outstanding at January 1, 2008

   9,998,114     $ 16.25    7.1    $ 332,316
                

Grants

   257,288       41.41      

Exercises

   (264,225 )     10.72      

Forfeitures or expirations

   (87,724 )     27.96      
                  

Outstanding at June 30, 2008

   9,903,453     $ 16.92    6.6    $ 128,818
                        

Exercisable at June 30, 2008

   5,815,471     $ 9.41    5.6    $ 102,522
                        

We received net cash proceeds from the exercise of approximately 0.1 million stock options of $0.8 million for the three months ended June 30, 2008 and received net cash proceeds from the exercise of approximately 0.3 million stock options of $2.8 million for the six months ended June 30, 2008. We received net cash proceeds from the exercise of approximately 0.3 million stock options of $3.0 million for the three months ended June 30, 2007 and received net cash proceeds from the exercise of approximately 0.5 million stock options of $5.3 million for the six months ended June 30, 2007. In accordance with SFAS 123(R), we present excess tax benefits from the exercise of stock options, if any, as financing cash flows.

The aggregate intrinsic value in the above table represents the total pre-tax intrinsic value (i.e., the difference between our closing stock price on June 30, 2008 of $26.55 and the exercise price, times the number of shares) based on stock options with an exercise price less than NASDAQ OMX’s closing price of $26.55 as of June 30, 2008, which would have been received by the option holders had the option holders exercised their stock options at that date. This amount changed based on the fair market value of our common stock. The total number of in-the-money stock options exercisable as of June 30, 2008 was 5.5 million. As of June 30, 2007, 5.1 million outstanding stock options were exercisable and the weighted-average exercise price was $9.11.

Total fair value of stock options vested was $0.5 million for the three months ended June 30, 2008, $4.5 million for the six months ended June 30, 2008, $0.6 million for the three months ended June 30, 2007 and $4.5 million for the six months ended June 30, 2007. The total pre-tax intrinsic value of stock options exercised was $1.9 million for the three months ended June 30, 2008, $7.6 million for the six months ended June 30, 2008, $6.2 million for the three months ended June 30, 2007 and $11.1 million for the six months ended June 30, 2007.

At June 30, 2008, $20.0 million of pre-tax total unrecognized compensation cost related to stock options is expected to be recognized over a weighted-average period of 1.8 years.

The following table summarizes our RSA, RSU and PSU activity for the six months ended June 30, 2008:

 

     Restricted
Stock
    Weighted-
Average
Grant Date
Fair Value
   PSUs    Weighted-
Average
Grant Date
Fair Value

Unvested balances at January 1, 2008

   994,723     $ 37.23    181,152    $ 37.31

Granted

   194,471       38.08    120,896      40.57

Vested

   (136,496 )     21.43    —        —  

Forfeited

   (41,173 )     36.90    —        —  
                        

Unvested balances at June 30, 2008

   1,011,525     $ 39.50    302,048    $ 38.61
                        

At June 30, 2008, $24.5 million of total unrecognized compensation cost related to restricted stock is expected to be recognized over a weighted-average period of 2.0 years and $7.1 million of total unrecognized compensation cost related to PSU’s is expected to be recognized over a weighted-average period of 1.6 years.

Under our ESPP employees may purchase shares having a value not exceeding 10.0% of their annual compensation, subject to applicable annual Internal Revenue Service limitations. As of June 30, 2008 employees purchased 72,806 shares at a price of $22.57 and as of June 30, 2007 employees purchased 61,281 shares at a price of $25.28. The next purchase will be at the end of December 2008. We recorded $0.2 million for the three months ended June 30, 2008 and $0.3 million for the six months ended June 30, 2008 of compensation expense for the 15.0% discount that is given to our employees. We recorded $0.2 million for the three months ended June 30, 2007 and $0.3 million for the six months ended June 30, 2007 of compensation expense for the 15.0% discount that is given to our employees.

 

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11. Earnings Per Common Share

The following table sets forth the computation of basic and diluted earnings per share:

 

     Three Months Ended
June 30,
   Six Months Ended
June 30,
     2008    2007    2008    2007
     (in thousands, except share and per share amounts)

Numerator:

           

Net income:

           

Net income for basic earnings per share

   $ 101,637    $ 56,128    $ 223,000    $ 74,445

Interest impact of 3.75% convertible notes, net of tax

     681      2,522      1,361      5,044
                           

Net income for diluted earnings per share

   $ 102,318    $ 58,650    $ 224,361    $ 79,489
                           

Denominator:

           

Weighted-average common shares outstanding for basic earnings per share(1)

     199,721,424      112,742,000      180,350,043      112,591,524
                           

Weighted-average effect of dilutive securities:

           

Employee stock options and awards

     5,492,058      5,840,070      5,623,077      5,851,621

3.75% convertible notes assumed converted into common stock

     8,281,162      30,689,655      8,281,173      30,689,655

Warrants

     916,036      2,694,614      961,754      2,695,067
                           

Denominator for diluted earnings per share

     214,410,680      151,966,339      195,216,047      151,827,867
                           

Basic and diluted earnings per share:

           

Basic earnings per share

   $ 0.51    $ 0.50    $ 1.24    $ 0.66
                           

Diluted earnings per share

   $ 0.48    $ 0.39    $ 1.15    $ 0.52
                           

 

(1)

The three and six months ended June 30, 2008, amounts include 60,561,515 shares of common stock issued to Borse Dubai and the Trust in conjunction with the business combination with OMX on a weighted-average basis from the date of the business combination.

Options to purchase 9,903,453 shares of common stock, 1,313,573 shares of restricted stock and warrants exercisable into 1,539,489 shares of common stock were outstanding at June 30, 2008. The 3.75% convertible notes have been accounted for under the if-converted method of SFAS 128 as we will settle the convertible notes in shares of our common stock. As such, the 3.75% convertible notes are convertible into 8,281,162 shares of common stock as of June 30, 2008. The 2.50% convertible notes are accounted for under the treasury stock method of SFAS 128 as it is our intent and policy to settle the principal amount of the notes in cash. Based on the settlement structure of the notes, which permit the principal amount to be settled in cash and the conversion premium to be settled in shares of our common stock or cash, we will reflect the impact of the convertible spread portion of the convertible notes in the diluted calculation using the treasury stock method.

For the three months ended June 30, 2008, we included 6,981,854 of the options outstanding, 618,382 shares of restricted stock, all of the shares underlying the 3.75% convertible notes and all of the shares underlying the warrants in the computation of diluted earnings per share, on a weighted-average basis, as their inclusion was dilutive. The remaining options and shares of restricted stock are antidilutive, and the conversion spread of our 2.50% convertible senior notes was out of the money, and as such, they were properly excluded. For the six months ended June 30, 2008, we included 6,981,854 of the options outstanding, 881,453 shares of restricted stock, all of the shares underlying the 3.75% convertible notes, which includes all outstanding 3.75% convertible notes and 3.75% convertible notes converted into 2,000 shares of common stock during the first six months of 2008 and all of the shares underlying the warrants in the computation of diluted earnings per share, on a weighted-average basis, as their inclusion was dilutive. The remaining options and shares of restricted stock are antidilutive, and the conversion spread of our 2.50% convertible senior notes was out of the money, and as such, they were properly excluded.

Options to purchase 10,874,754 shares of common stock, 749,121 shares of restricted stock, 3.75% convertible notes convertible into 30,689,655 shares of common stock and warrants exercisable into 4,962,500 shares of common stock were outstanding at June 30, 2007. For both the three and six months ended June 30, 2007, we included 8,387,478 of the options outstanding, 636,928 shares of restricted stock, all of the shares underlying the convertible notes and all of the shares underlying the warrants in the computation of diluted earnings per share, on a weighted average basis, as their inclusion was dilutive. The remaining options and shares of restricted stock were considered antidilutive and were properly excluded.

 

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12. Fair Value of Financial Instruments

Fair Value Measurement—Definition and Hierarchy. As of January 1, 2008, we adopted on a prospective basis certain required provisions of SFAS 157, as amended by FSP 157-2. Under SFAS 157, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability, or the exit price, in an orderly transaction between market participants at the measurement date. SFAS 157 establishes a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect NASDAQ OMX’s market assumptions. These two types of inputs create the following fair value hierarchy:

 

   

Level 1—Quoted prices for identical instruments in active markets.

 

   

Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

 

   

Level 3—Instruments whose significant value drivers are unobservable.

This hierarchy requires the use of observable market data when available.

The following table presents for each of the above hierarchy levels, our financial assets and liabilities that are measured at fair value on a recurring basis at June 30, 2008.

 

     Balance as of
June 30,
2008
   Fair Value Measurements
          (Level 1)    (Level 2)    (Level 3)
          (in thousands)
Financial Assets Measured at Fair Value on a Recurring Basis            

Market value, outstanding derivative positions(1)

   $ 716,632    $ —      $ 716,632    $ —  

Financial investments, at fair value(2)

     136,971      136,971      —        —  

Other assets(3)

     83,495      64,343      19,152      —  
                           

Total

   $ 937,098    $ 201,314    $ 735,784    $ —  
                           
Financial Liabilities Measured at Fair Value on a Recurring Basis            

Market value, outstanding derivative positions(1)

   $ 716,632    $ —      $ 716,632    $ —  
                           

Total

   $ 716,632    $ —      $ 716,632    $ —  
                           

 

(1)

Represents net amounts associated with our clearing operations in the derivatives market on the Nordic Exchange. See Note 13, “Derivative Financial Instruments and Hedging Activities,” for further discussion.

(2)

See “Financial Investments” of Note 2, “Summary of Significant Accounting Policies” and Note 6, “Financial Investments, at Fair Value,” for further discussion.

(3)

Includes our long-term available-for-sale investment securities and derivative financial instruments. See “Financial Investments” of Note 2, “Summary of Significant Accounting Policies” and Note 13, “Derivative Financial Instruments and Hedging Activities,” for further discussion.

We also consider our debt obligations to be financial instruments. The fair value of our debt obligations was estimated using discounted cash flow analyses based on our assumed incremental borrowing rates for similar types of borrowing arrangements and a Black-Scholes valuation technique that is utilized to calculate the convertible option value for the 3.75% convertible notes and the 2.50% convertible senior notes. At June 30, 2008, the carrying value of our debt obligations was approximately $71.1 million less than fair value primarily due to the stock appreciation on the 3.75% convertible notes’ convertible option feature from $14.50 at the time of issuance to $26.55 at June 30, 2008, partially offset by a decrease in fair value on the 2.50% convertible senior notes with a convertible option feature equivalent to a conversion price of approximately $55.13 compared to the closing price of $26.55 at June 30, 2008. At December 31, 2007, the carrying value of our debt obligations was approximately $266.9 million less than fair value due to the stock appreciation on the 3.75% convertible notes option feature from $14.50 at time of issuance to $49.49 at December 31, 2007. See Note 8, “Debt Obligations,” for further discussion.

 

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Financial Instruments Not Measured at Fair Value on a Recurring Basis.

Some of our financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate fair value due to their liquid or short-term nature. Such financial assets and financial liabilities include: cash and cash equivalents, receivables, net, certain other assets, accounts payable and accrued expenses, Section 31 fees payable to SEC, accrued personnel costs, and other current liabilities.

13. Derivative Financial Instruments and Hedging Activities

In the ordinary course of business, we may enter into various types of derivative transactions. These derivative transactions include:

 

   

Futures and foreign currency forward contracts which are commitments to buy or sell at a future date a financial instrument, commodity or currency at a contracted price and may be settled in cash or through delivery.

 

   

Foreign currency option contracts which give the purchaser, for a fee, the right, but not the obligation, to buy or sell within a limited time a financial instrument or currency at a contracted price that may also be settled in cash, based on differentials between specified indices or prices.

NASDAQ OMX may use these derivative financial instruments to manage exposure to various market risks, primarily foreign currency exchange rate fluctuations and are an integral component of our market risk and related asset/liability management strategy and processes.

Depending on market conditions, we may use foreign currency future, forward and option contracts to limit our exposure to foreign currency exchange rate fluctuations on contracted revenue streams (hedged item) relating to our market technology sales. When the contracted revenue streams meet the definition of a firm commitment in accordance with SFAS 133, these derivative contracts are designated as fair value hedges. Changes in fair value on the derivatives and the related hedged items are recognized in other income (expense), net in the Condensed Consolidated Statements of Income.

Derivatives Not Designated as Hedges

NASDAQ OMX may also enter into economic hedges that either do not qualify or are not designated for hedge accounting treatment. This type of hedge is undertaken when SFAS 133 hedge requirements cannot be achieved or management decides not to apply SFAS 133 hedge accounting.

In order to economically hedge the foreign currency exposure on our business combination with OMX, we entered into foreign currency option and forward contracts beginning at the time of the announcement of the proposed combination. In accordance with SFAS 133, a derivative used to hedge exposure related to an anticipated business combination does not qualify for specialized hedge accounting, and as such, was marked to market through the income statement in other income (expense), net each reporting period. For additional discussion of the combination with OMX, see Note 3, “Business Combinations.” For our proposed acquisition of certain businesses from Nord Pool, we also entered into a forward contract.

We also entered into foreign currency contracts, primarily foreign currency option and forward contracts, to partially or fully economically hedge foreign currency transactions and non-U.S. dollar cash flow exposures on our market technology contracts. These hedges generally mature within one year and changes in fair value of these derivatives are recognized in other income (expense), net in the Condensed Consolidated Statement of Income.

The following table presents the cumulative realized gain/(loss) on each contract and the gain recognized in the Condensed Consolidated Statements of Income for six months ended June 30, 2008, related to our foreign currency contracts.

 

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     Purchase    Sale/Expiration    Cumulative
Realized
Gain

(Loss)
    Change in
Unrealized
Gain
(Loss)
    Total
Gain/(Loss) for
the Six
Months Ended
June 30,

2008
 
     (in thousands)  

SEK 2007 Option Contract(1)

   $ 39,026    $ 66,515    $ 27,489     $ (21,682 )   $ 5,807  

SEK 2008 Option Contract

     12,500      —        (12,500 )     —         (12,500 )

SEK 2008 Forward Contracts

     —        —        33,712       —         33,712  

NOK 2008 Forward Contract

     —        —        —         7,790       7,790  

Other(2)

     —        —        266       5,062       5,328  
                                      

Total

   $ 51,526    $ 66,515    $ 48,967     $ (8,830 )   $ 40,137  
                                      

 

(1)

This contract, which was originally purchased in October 2007, had a fair value at December 31, 2007 of $60.7 million.

(2)

Represents market technology forward currency contracts used to limit our exposure to foreign currency exchange rate fluctuations on contracted revenue streams.

On January 7, 2008, we sold the SEK 2007 option contract for $66.5 million and recorded a $5.8 million gain in the first quarter of 2008. On the same date, we purchased a new contract for $12.5 million which expired out-of-the-money in February of 2008 and we recorded a loss for the purchase amount of $12.5 million. Also, in the first quarter of 2008, we entered into forward contracts to hedge the SEK cash payment made in connection with the business combination with OMX and to hedge the NOK cash payment for the proposed acquisition of certain businesses from Nord Pool. In the first quarter of 2008, we recorded a gain of $33.7 million at the time of the business acquisition relating to the cash payments for the SEK forward contracts and we recognized an unrealized gain of $7.8 million for the NOK forward contract.

The loss on foreign currency contracts was $9.5 million in the first six months of 2007. In addition to the $1.7 million loss recorded in the second quarter of 2007 discussed above, a $7.8 million loss was recorded in the first quarter of 2007 related to our hedge of the foreign currency exposure on our acquisition bid for the LSE. At the time of the commencement of the bid for the LSE in the fourth quarter of 2006, we purchased foreign currency option contracts. In conjunction with the lapse of our final offers for LSE, we traded out of these foreign exchange contracts in February 2007. Due to the improving exchange rate of the dollar when compared to the pound sterling a $7.8 million loss was recorded on these foreign currency option contracts.

Other Derivative Positions at the Nordic Exchange

Through our clearing operations on the Nordic Exchange, we act as the legal counterparty in each derivative transaction and thereby guarantee the fulfillment of each contract, exposing us to counterparty risk. The counterparty risks are measured using models that are agreed with the financial inspection authority of the country in question which requires us to provide minimum guarantees and maintain certain levels of regulatory capital. These derivative contracts may include stock options and futures, index options and futures, fixed income options and futures and stock loans.

The change in market value of the abovementioned derivative contracts are reported gross on the balance sheet as a receivable pertaining to the purchasing party and a payable pertaining to the selling party. Such receivables and liabilities attributable to outstanding derivative positions have been netted to the extent that such a legal offset right exists and, at the same time, that it is our intention to settle these items. At June 30, 2008, our market value, outstanding derivative positions on the Condensed Consolidated Balance Sheet was $716.6 million. See Note 15, “Commitments, Contingencies and Guarantees,” for further discussion of our guarantees on the fulfillment of these contracts and collateral received.

The following table presents the fair value of our outstanding derivative positions at June 30, 2008. Assets and liabilities included in the table represent gross unrealized gains and losses prior to netting.

 

     Asset    Liability
     (in millions)

Stock options and futures

   $ 594.9    $ 594.9

Index options and futures

     344.2      344.2

Fixed income options and futures

     305.5      305.5
             

Total

   $ 1,244.6    $ 1,244.6
             

 

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14. Comprehensive Income

Comprehensive income is composed of net income and other comprehensive income, which includes the after-tax change in unrealized gains and losses on available-for-sale securities, foreign currency translation adjustments and employee benefit adjustments. The changes in the components of comprehensive income are as follows:

 

     Three Months Ended
June 30,
   Six Months Ended
June 30,
 
     2008     2007    2008     2007  
     (in thousands)  

Net income

   $ 101,637     $ 56,128    $ 223,000     $ 74,445  

Other comprehensive income:

         

Change in unrealized gains and losses on available-for-sale investments, net of tax(1)

     (5,809 )     94,884      (9,769 )     54,457  

Change in foreign currency translation adjustments(2)

     (1,774 )     21      9,771       (154 )
                               

Total

   $ 94,054     $ 151,033    $ 223,002     $ 128,748  
                               

 

(1)

The 2008 amount represents an unrealized loss on our long-term available-for-sale investments included in other assets in the Condensed Consolidated Balance Sheets. The 2007 amount includes the unrealized gain related to our investment in the LSE, net of tax, which includes foreign currency gains. See Note 6, “Financial Investments, at Fair Value,” for further discussion.

(2)

This amount includes after-tax gains and losses on foreign currency translation from operations for which the functional currency is other than the U.S. dollar.

15. Commitments, Contingencies and Guarantees

Proposed Acquisition of The Boston Stock Exchange

On October 1, 2007, we entered into a definitive agreement to acquire The Boston Stock Exchange, or BSX, for $61.0 million in cash. The BSX acquisition will provide us with an additional license for trading both equities and options and a clearing license. After the close of the BSX acquisition, we expect that BSX’s current operations will be discontinued and will not be integrated into our current operations. We expect the acquisition of the BSX to close in the third quarter of 2008.

Proposed Acquisition of Certain Businesses from Nord Pool ASA

On February 22, 2008, OMX entered into a definitive agreement to acquire certain businesses from Nord Pool for $410.5 million, of which $322.1 million would be comprised of cash funded by our Credit Agreement and $88.4 million would be in the form of a vendor note due to the current owners of Nord Pool within 18 months of closing. The acquisition is subject to customary closing conditions and regulatory approvals. NASDAQ OMX may also be obligated to pay further earn-out payments of $157.4 million, based on volume over a five-year period. Through this transaction, NASDAQ OMX will acquire Nord Pool’s clearing and consulting operations and international products business, including carbon dioxide products and international power contracts. We expect this acquisition to close in the second half of 2008.

Escrow Agreements

In connection with our acquisitions of Directors Desk in 2007, PrimeNewswire and Shareholder.com in 2006 and Carpenter Moore in 2005, we entered into escrow agreements for the designation of funds to secure the payment of post-closing adjustments and other closing conditions. In addition, we entered into an agreement in the second quarter of 2008 to purchase an equity interest in Virtu OTC Clearinghouse LLC and designated $5.0 million to an escrow account for certain purchase consideration adjustments. For the six months ended June 30, 2008, NASDAQ OMX paid $1.9 million for PrimeNewswire and $0.1 million for Directors Desk from the escrow accounts for the settlement of closing conditions related to the acquisitions. At June 30, 2008, these escrow agreements provide for future payments of $7.3 million in 2008 and $0.5 million in 2009.

Brokerage Activities

In accordance with FASB Interpretation 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others,” Nasdaq Execution Services and NASDAQ Options Services provide guarantees to securities clearinghouses and exchanges under their standard membership agreements, which require members to guarantee the performance of other members. If a member becomes unable to satisfy its obligations to the clearinghouses, other members would be required to meet its shortfalls. To mitigate these performance risks, the exchanges and clearinghouses often require members to post collateral as well as meet certain minimum financial standards. Nasdaq Execution Services’ and NASDAQ Options Services’ maximum potential liability under these arrangements cannot be quantified. However, we believe that the potential for Nasdaq Execution Services and NASDAQ Options Services to be required to make payments under these arrangements is unlikely. Accordingly, no contingent liability is recorded in the Condensed Consolidated Balance Sheets for these arrangements.

 

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Obligations Under Guarantee

In connection with our registration as a national securities exchange, Nasdaq completed an internal reorganization in November 2006. As part of the reorganization, Nasdaq transferred the ownership of some of its subsidiaries, including its broker-dealer subsidiaries, to the Exchange. The Exchange assumed Nasdaq’s obligations under the 3.75% convertible notes due October 22, 2012 and the related indenture. Nasdaq has guaranteed the obligations of the Exchange under the indenture.

As discussed in Note 8, “Debt Obligations,” in the fourth quarter of 2007 and the first half of 2008, a portion of the 3.75% convertible notes were converted from debt to equity. The Exchange continues to assume NASDAQ OMX’s obligation under the remaining 3.75% convertible notes.

Guarantees Issued and Collateral Received for Clearing Operations

Through our Nordic Exchange clearing operations, we act as a counterparty in each transaction and thereby guarantee the fulfillment of each contract. We are required to pledge collateral for commitments with other clearinghouses. The amount of these commitments is calculated on the gross exposure between the clearinghouses. As collateral for these obligations, we have obtained bank guarantees, which are guaranteed by us through counter indemnities. At June 30, 2008 these bank guarantees totaled $513.3 million. We require our customers to pledge collateral and meet certain minimum financial standards to mitigate the risk if they become unable to satisfy their obligations. At June 30, 2008, total customer pledged collateral was $2.7 billion. The pledged collateral is held by a custodian bank. Since these funds are not held by NASDAQ OMX and they are not available for NASDAQ OMX to use, we do not receive any interest income on these funds. We believe that the potential for us to be required to make payments under these arrangements is mitigated through the pledged collateral and our risk management policies. Accordingly, no contingent liability is recorded in the Condensed Consolidated Balance Sheets for these arrangements.

Other Guarantees

We have also provided guarantees as of June 30, 2008 of $28.7 million, primarily related to obligations for our rental and leasing contracts. We have received financial guarantees from various financial institutions to support these guarantees.

Leases

We lease some of our office space and equipment under non-cancelable operating leases with third parties and sublease office space to third parties. Some of our leases contain renewal options and escalation clauses based on increases in property taxes and building operating costs.

Litigation

We may be subject to claims arising out of the conduct of our business. We are not currently a party to any litigation that we believe could have a material adverse effect on our business, financial condition, or operating results. However, from time to time, we have been threatened with, or named as a defendant in, lawsuits or involved in regulatory proceedings.

16. Other Income (Expense), net

The following table presents the components of other income (expense), net:

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2008     2007     2008     2007  
     (in thousands)  

Interest income

   $ 8,004     $ 7,695     $ 18,150     $ 13,318  

Interest expense

     (20,860 )     (23,586 )     (29,547 )     (47,054 )
                                

Net interest expense (1)

     (12,856 )     (15,891 )     (11,397 )     (33,736 )

Dividend and investment income (2)

     2,890       14,625       3,287       14,586  

Income from unconsolidated investees, net (3)

     1,305       —         27,641       —    

Gain (loss) on foreign currency contracts (4)

     4,883       (1,668 )     40,137       (9,509 )

Strategic initiative costs (5)

     —         (1,584 )     —         (26,511 )
                                

Total other income (expense), net

   $ (3,778 )   $ (4,518 )   $ 59,668     $ (55,170 )
                                

 

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(1)

The decrease in net interest expense in the three months ended June 30, 2008 compared with the same period in 2007 is primarily due to a decrease in interest rates. The decrease in net interest expense for the six months ended June 30, 2008 compared with the same period in 2007 was primarily due to the repayment in full of our outstanding debt obligations in September 2007 from the proceeds of the sale of the share capital of the LSE, partially offset by the financing obtained for our business combination with OMX in February 2008. See Note 8, “Debt Obligations,” for further discussion.

(2)

The decrease in dividend and investment income in the three and six months ended June 30, 2008 compared with the same periods in 2007 primarily relates to ordinary dividends declared from our investment in the LSE in 2007.

(3)

During the three months ended June 30, 2008, the income from unconsolidated investees relates to our share of the earnings or losses of our equity method investees. The income in the six months ended June 30, 2008 primarily relates to the gain on the non-monetary contribution of the Nasdaq trade name to obtain an equity interest in DIFX. See “Equity Investment in DIFX” in Note 3, “Business Combinations,” for further discussion.

(4)

The gain in the three months ended June 30, 2008 primarily relates to forward currency contracts used to economically hedge our market technology contracted revenue streams, while the gain in the six months ended June 30, 2008 primarily relates to our business combination with OMX and our proposed acquisition of certain businesses of Nord Pool. The loss in the three months ended June 30, 2007 is also related to our business combination with OMX while the loss in the six months ended June 30, 2007 relates to the OMX business combination as well as our acquisition bid for the LSE. See Note 13, “Derivative Financial Instruments and Hedging Activities,” for further discussion.

(5)

The strategic initiative costs for the three and six months ended June 30, 2007 were incurred in connection with our strategic initiatives related to the LSE, including our acquisition bid. In conjunction with the lapse of our final offers, these costs were charged to expense. See Note 6, “Financial Investments, at Fair Value,” for further discussion.

17. Segments

We manage, operate and provide our products and services in three business segments, our Market Services segment, our Issuer Services segment and our Market Technology segment. The Market Services segment includes our U.S. and European Transaction Services business (cash equity and derivative trading) and our Market Data business, which are interrelated because the Transaction Services business generates the quote and trade information that we sell to market participants and data vendors. Market Services also includes our Broker Services business. The Issuer Services segment includes our U.S. and European Listing Services and Financial Products businesses. The companies listed on The NASDAQ Stock Market represent a diverse array of industries. This diversity of NASDAQ-listed companies allows us to develop industry-specific and other indexes that we use to develop and license financial products and associated derivatives. Listing Services also includes revenues from Corporate services which includes revenues generated through our insurance business, shareholder, directors and newswire services. The Market Technology segment provides technology solutions for trading, clearing and settlement information dissemination and also offers facility management integration and advisory services. Our management allocates resources, assesses performance and manages these businesses as three separate segments.

We evaluate the performance of our segments based on several factors, of which the primary financial measure is income before income taxes. Results of individual businesses are presented based on our management accounting practices and our management structure. Certain amounts are allocated to corporate items in our management reports based on the decision that those activities should not be used to evaluate the segment’s operating performance, including amounts related to the business combination with OMX, proposed acquisition of certain businesses from Nord Pool and our acquisition bid for the LSE. See below for further discussion.

The following table presents certain information regarding these operating segments for the three and six months ended June 30, 2008 and 2007.

 

     Market
Services
    Issuer
Services
   Market
Technology
   Corporate
Items and
Eliminations
   Consolidated  
     (in thousands)  

Three months ended June 30, 2008

             

Total revenues

   $ 694,085     $ 87,622    $ 38,678    $ 1,093    $ 821,478  

Cost of revenues

     (441,325 )     —        —        —        (441,325 )
                                     

Revenues less liquidity rebates, brokerage, clearance and exchange fees

     252,760       87,622      38,678      1,093      380,153  
                                     

Income before income taxes

   $ 126,337     $ 21,171    $ 1,436    $ 1,273    $ 150,217  

 

     Market
Services
    Issuer
Services
   Corporate
Items and
Eliminations
    Consolidated  
     (in thousands)  

Three months ended June 30, 2007

         

Total revenues

   $ 487,390     $ 70,742    $ 69     $ 558,201  

Cost of revenues

     (359,521 )     —        —         (359,521 )
                               

Revenues less liquidity rebates, brokerage, clearance and exchange fees

     127,869       70,742      69       198,680  
                               

Income before income taxes

   $ 75,951     $ 16,196    $ 2,186 (1)   $ 94,333  

 

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     Market Services     Issuer
Services
   Market
Technology
    Corporate Items
and Eliminations
    Consolidated  
     (in thousands)  

Six months ended June 30, 2008

           

Total revenues

   $ 1,421,048     $ 163,310    $ 49,661     $ 1,286     $ 1,635,305  

Cost of revenues

     (976,819 )     —        —         —         (976,819 )
                                       

Revenues less liquidity rebates, brokerage, clearance and exchange fees

     444,229       163,310      49,661       1,286       658,486  
                                       

Income (loss) before income taxes

   $ 243,659     $ 42,402    $ (2,786 )   $ 63,154 (2)   $ 346,429  

 

     Market Services     Issuer Services    Corporate Items
and Eliminations
    Consolidated  
     (in thousands)  

Six months ended June 30, 2007

         

Total revenues

   $ 982,883     $ 137,093    $ 171     $ 1,120,147  

Cost of revenues

     (729,401 )     —        —         (729,401 )
                               

Revenues less liquidity rebates, brokerage, clearance and exchange fees

     253,482       137,093      171       390,746  
                               

Income (loss) before income taxes

   $ 134,257     $ 30,530    $ (39,606 )(1)   $ 125,181  

 

(1) The 2007 amounts primarily include:

 

   

dividend income of $14.5 million for the three and six months ended June 30, 2007 related to our investment in the LSE;

 

   

strategic initiative costs of $1.6 million for the three months ended June 30, 2007 and $26.5 million for the six months ended June 30, 2007 incurred in connection with our acquisition bid for the LSE;

 

   

loss on foreign currency option contracts of $1.7 million for the three months ended June 30, 2007 which was purchased to hedge the foreign exchange exposure on our business combination with OMX. For the six months ended June 30, 2007, we incurred an additional loss on foreign currency option contracts of $7.8 million which we entered into to hedge the foreign exchange exposure on the acquisition bid for the LSE; and

 

   

interest expense of $9.2 million for the three months ended June 30, 2007 and $18.3 million for the six months ended June 30, 2007 related to our investment in the LSE.

(2) The six months ended June 30, 2008 amount primarily includes:

 

   

gain on foreign currency contracts, net of $34.8 million, which were purchased to hedge the foreign exchange exposure in connection with our business combination with OMX ($27.0 million) and our proposed acquisition of certain businesses of Nord Pool ($7.8 million) (see Note 13, “Derivative Financial Instruments and Hedging Activities,” for further discussion) and

 

   

income from unconsolidated investees, net of $27.6 million, primarily related to our gain on the non-monetary contribution of the Nasdaq trade name to obtain an equity interest in DIFX. See “Equity Investment in DIFX” in Note 3, “Business Combinations,” for further discussion.

Total assets increased $6.0 billion at June 30, 2008 as compared with December 31, 2007, primarily due to the business combination with OMX. See Note 3, “Business Combinations,” for further discussion.

18. Subsequent Event

Acquisition of the Philadelphia Stock Exchange

On July 24, 2008, we completed our previously announced acquisition of PHLX. We acquired all outstanding shares of PHLX common stock for an aggregate cash purchase price of approximately $695.7 million. As provided in the related merger agreement, the purchase price consisted of $652.0 million plus an adjustment of approximately $43.7 million for PHLX’s estimated working capital surplus as of the date of the closing. This amount is subject to further adjustments following a full financial review, and we deposited $15.0 million of the approximately $43.7 million surplus amount into an escrow account until the final working capital adjustment is calculated.

 

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To finance the acquisition of PHLX, on July 24, 2008, we borrowed $650.0 million from a delayed draw term loan facility under our existing Credit Agreement. We financed the remainder of the $695.7 million purchase price with cash on hand.

The acquisition of PHLX, the third largest options market in the U.S., will significantly diversify our product portfolio by providing us with a premier options trading platform in the U.S.

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

On February 27, 2008, Nasdaq and OMX combined their businesses and Nasdaq was renamed The NASDAQ OMX Group, Inc. Under the purchase method of accounting, Nasdaq was treated as the accounting and legal acquirer in the business combination with OMX. The following Management’s Discussion and Analysis of Financial Condition and Results of Operations include the consolidated financial results of Nasdaq as of and through June 30, 2008. The financial results of OMX are included in the consolidated financial results beginning on February 27, 2008.

Results of Operations

Financial Highlights

The comparability of our operating results for the three and six months ended June 30, 2008 to the same periods in 2007 is significantly impacted by our business combination with OMX. In our discussion and analysis of results of operations, we have quantified the contribution of additional revenues or expense resulting from the OMX business combination wherever such amounts were material. While identified amounts may provide indications of general trends, the analysis cannot completely address the effects attributable to integration efforts.

Revenues less liquidity rebates, brokerage, clearance and exchange fees increased $181.5 million, or 91.3%, to $380.2 million in the second quarter of 2008, compared with $198.7 million in the second quarter of 2007, and our operating income increased $55.9 million, or 56.5%, to $154.8 million in the second quarter of 2008, compared with $98.9 million in the second quarter of 2007. Net income was $101.6 million, or $0.48 per diluted share, in the second quarter of 2008 compared with $56.1 million, or $0.39 per diluted share, in the second quarter of 2007.

The following pre-tax items impacted our second quarter 2008 results:

 

   

Improved revenues less liquidity rebates, brokerage, clearance and exchange fees from our Market Services segment which increased $124.9 million, or 97.7%, to $252.8 million in the second quarter of 2008 compared with $127.9 million in the second quarter of 2007 due to the following:

 

   

Increases in the average daily share volume and trade execution market share for New York Stock Exchange, or NYSE-, American Stock Exchange, or Amex-, and regional-listed securities, partially offset by higher cost of revenues and lower average daily share volume and market share for NASDAQ-listed securities; and

 

   

The inclusion of OMX Market Services revenues for the second quarter of $103.9 million.

 

   

Increase in our Issuer Services segment revenues of $16.9 million, or 23.9%, to $87.6 million in the second quarter of 2008, compared with $70.7 million in the second quarter of 2007, primarily due to the inclusion of OMX’s Issuer Services revenues for the second quarter 2008 of $15.0 million and increases in Financial Products licensing and Corporate services revenues.

 

   

Market Technology revenues of $38.7 million resulting from our business combination with OMX.

 

   

Increase in total operating expenses of $125.6 million to $225.4 million in the second quarter of 2008, compared with $99.8 million in the second quarter of 2007, primarily due to the inclusion of OMX’s operating expenses in the second quarter 2008 of $108.3 million, partially offset by lower operating expenses at NASDAQ.

These current and prior year items are discussed in more detail below.

 

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Key Drivers

The following table includes key drivers for our Market Services, Issuer Services, and Market Technology segments. In evaluating the performance of our business, our senior management closely watches these key drivers.

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2008     2007     2008     2007  

Market Services

        

Cash Equity Trading

        

Average daily share volume in NASDAQ securities (in billions)

     2.11     2.14       2.28     2.15  

Matched market share in NASDAQ securities(1)

     42.0 %   46.1 %     44.5 %   45.8 %

Market share reported to the FINRA/NASDAQ Trade Reporting Facility in NASDAQ securities(2)

     23.1 %   26.2 %     21.8 %   27.6 %

Total market share in NASDAQ securities(3)

     65.1 %   72.3 %     66.4 %   73.4 %

Average daily share volume in NYSE securities (in billions)

     4.10     3.06       4.30     3.03  

Matched market share in NYSE securities(1)

     22.1 %   15.9 %     21.6 %   15.5 %

Market share reported to the FINRA/NASDAQ Trade Reporting Facility in NYSE securities(2)

     19.2 %   18.6 %     17.9 %   18.6 %

Total market share in NYSE securities(3)

     41.3 %   34.5 %     39.4 %   34.1 %

Matched market share in Amex and regional securities(1)

     34.3 %   32.4 %     35.3 %   31.0 %

Market share reported to the FINRA/NASDAQ Trade Reporting Facility in Amex and regional securities(2)

     17.0 %   20.9 %     16.5 %   21.7 %

Total market share in Amex and regional securities(3)

     51.3 %   53.3 %     51.8 %   52.7 %

Matched share volume in all U.S.-listed equities (in billions)

     136.4     101.7       290.1     196.9  

Matched market share in all U.S.-listed equities(1)

     29.6 %   28.8 %     30.3 %   28.4 %

Average daily number of equity trades on the Nordic Exchange

     194,006     —         198,845     —    

Average daily value of shares traded on the Nordic Exchange (in billions)

   $ 6.1     —       $ 6.2     —    

Derivative Trading

        

Average daily volume of equity and fixed-income contracts traded on the Nordic Exchange

     435,601     —         468,353     —    

Average daily volume of Nordic equity contracts traded on EDX London

     150,891     —         153,911     —    

Average daily volume of Finnish option contracts traded on Eurex

     74,108     —         74,956     —    

Issuer Services

        

Initial public offerings

        

NASDAQ

     3     38       10     75  

Nordic Exchange

     9     —         11     —    

New listings

        

NASDAQ(4)

     42     71       90     144  

Nordic Exchange

     12     —         14     —    

Number of listed companies

        

NASDAQ(5)

     3,080     3,164       3,080     3,164  

Nordic Exchange(6)

     847     —         847     —    

Market Technology

        

Order intake (in millions) (7)

   $ 78.5     —       $ 128.1     —    

Total order value (in millions) (8)

   $ 435.0     —       $ 435.0     —    

 

(1)

Transactions executed on NASDAQ’s systems.

(2)

Transactions reported to the Financial Industry Regulatory Authority, or FINRA/NASDAQ Trade Reporting Facility LLC, or The FINRA/NASDAQ TRF.

(3)

Transactions executed on NASDAQ’s systems plus trades reported through the FINRA/NASDAQ TRF.

(4)

New listings include IPOs, including those completed on a best efforts basis, issuers that switched from other listing venues, closed-end funds and separately listed ETFs.

(5)

Number of listed companies for NASDAQ also includes separately listed ETFs.

(6)

Represents companies listed on the Nordic Exchange and companies on its alternative market, First North.

(7)

Total contract value of orders signed.

(8)

Represents total contract value of orders signed that are yet to be recognized as revenue.

 

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Table of Contents

Business Environment

We serve listed companies, market participants and investors by providing high quality cash equity and derivative markets, thereby enabling economic growth and corporate entrepreneurship. We also provide market technology to exchanges and markets around the world. In broad terms, our business performance is impacted by a number of drivers including macroeconomic events affecting the risk and return of financial assets, investor sentiment regarding the outlook for equity investments, government and private sector demands for capital, the regulatory environment for primary and secondary equity markets, and changing technology in the financial services industry. Our future revenues and net income will continue to be influenced by domestic and international trends including:

 

   

The number of companies seeking equity financing, which is affected by factors such as investor demand, the economy, alternative sources of financing, and tax and regulatory policies;

 

   

Trading volumes, particularly in U.S. and Nordic equity and derivative securities, which are driven primarily by overall macroeconomic conditions;

 

   

Competition for listings and trading executions related to pricing, and product and service offerings; and

 

   

Other technological advancements and regulatory developments.

Currently our business drivers are characterized by investor uncertainty about the impact of anti-inflationary monetary polices on global economic growth, ongoing elevated levels of market volatility, industry adaptation to past major regulatory initiatives particularly the Markets in Financial Instruments Directive, or MiFID, in the European economic area, and continued rapid evolution and deployment of new technology in the financial services industry. The business environment that influenced our financial performance during the second quarter of 2008 can be characterized as follows:

 

   

The slowest pace of equity issuance since 2003 with three IPOs in the U.S. and nine on the Nordic Exchange;

 

   

Continued reduced access to debt and equity capital for both new and established companies;

 

   

Very strong 34.1% annual growth relative to the second quarter of 2007 in equity matched trading volume in the U.S. driven by growth in our market share of NYSE-, Amex-, and regional-listed securities and market volatility;

 

   

Higher levels of volatility, as well as decreasing trade size, also drove a robust 14.0% growth relative to the second quarter of 2007 in the number of equity transactions on the Nordic Exchange which was offset by a 27.0% decrease in the value of equity transactions caused in large part by falling equity prices;

 

   

The Nordic Exchange experienced a 0.5% decline relative to the second quarter of 2007 in number of traded derivatives contracts in equity related products;

 

   

Continued instability in the credit markets was the primary cause of very strong 14.0% growth relative to the second quarter of 2007 in number of cleared derivatives contracts in fixed income related products for the Nordic Exchange;

 

   

Intense competition among U.S. exchanges for both equity trading volume and listings and growing competition in Europe as new trading platforms are launched in response to MiFID;

 

   

Globalization of exchanges, customers and competitors extending the competitive horizon beyond national markets;

 

   

Market trends requiring continued investment in technology to meet customers’ demands for speed, capacity, and reliability as markets adapt to a global financial industry, as increased numbers of new companies surface, and as emerging countries show ongoing interest in developing their financial markets; and

 

   

The introduction of NASDAQ Last Sale continued the recent trend of innovation and development in data products as market operators intensify their competition for market data revenues.

Current Business Developments

On July 24, 2008, we completed our previously announced acquisition of PHLX. With this acquisition we now operate the third largest options market in the U.S. PHLX will be part of our Market Services segment. The PHLX options market will operate as a distinct market alongside The NASDAQ Options Market which was launched in March 2008. With this transaction, we have a combined market share of approximately 17.0% in the U.S. equity options market between our two markets and a much larger footprint in global derivatives.

Business Segments

We manage, operate and provide our products and services in three business segments: Market Services, Issuer Services and Market Technology.

 

   

The Market Services segment includes our U.S. and European Transaction Services business (cash equity and derivative trading) and our Market Data business, which are interrelated because the Transaction Services business generates the quote and trade information that we sell to market participants and data vendors. Market Services also includes our Broker Services business.

 

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The Issuer Services segment includes our U.S. and European Listing Services and Financial Products businesses. The companies listed on The NASDAQ Stock Market represent a diverse array of industries. This diversity of NASDAQ-listed companies allows us to develop industry-specific and other indexes that we use to develop and license financial products and associated derivatives.

 

   

The Market Technology segment provides technology solutions for trading, clearing and settlement information dissemination and also offers facility management integration and advisory services.

Our management has allocated resources, assessed performance and manages these businesses as three separate segments. See Note 17, “Segments,” to the condensed consolidated financial statements for further discussion.

Segment Operating Results

Of our total second quarter 2008 revenues of $821.5 million, 84.5% was from our Market Services segment, 10.7% was from our Issuer Services segment and 4.7% was from our Market Technology segment, compared to our total second quarter 2007 revenues of $558.2 million, of which 87.3% was from our Market Services segment and 12.7% was from our Issuer Services segment. Of our first six months of 2008 revenues of $1,635.3 million, 86.9% was from our Market Services segment, 10.0% was from our Issuer Services segment and 3.0% was from our Market Technology segment compared to our first six months of 2007 revenues of $1,120.1 million, of which 87.8% was from our Market Services segment and 12.2% was from our Issuers Services segment.

The following table shows our total revenues, cost of revenues and revenues less liquidity rebates, brokerage, clearance and exchange fees by segment:

 

     Three Months Ended
June 30,
    Percentage
Change
    Six Months Ended
June 30,
    Percentage
Change
 
     2008     2007       2008     2007    
     (in millions)           (in millions)        

Market Services

   $ 694.1     $ 487.4     42.4 %   $ 1,421.1     $ 982.9     44.6 %

Issuer Services

     87.6       70.7     23.9 %     163.3       137.1     19.1 %

Market Technology

     38.7       —       #       49.7       —       #  

Other

     1.1       0.1     #       1.2       0.1     #  
                                    

Total revenues

   $ 821.5     $ 558.2     47.2 %   $ 1,635.3     $ 1,120.1     46.0 %

Cost of revenues

     (441.3 )     (359.5 )   22.8 %     (976.8 )     (729.4 )   33.9 %
                                    

Revenues less liquidity rebates, brokerage, clearance and exchange fees

   $ 380.2     $ 198.7     91.3 %   $ 658.5     $ 390.7     68.5 %
                                    

 

# Denotes a variance equal to or greater than 100.0%.

 

41


Table of Contents

MARKET SERVICES

The following table shows total revenues less liquidity rebates, brokerage, clearance and exchange fees from our Market Services segment:

 

     Three Months Ended
June 30,
    Percentage
Change
    Six Months Ended
June 30,
    Percentage
Change
 
     2008     2007       2008     2007    
     (in millions)