NASDAQ OMX Announces First Quarter 2009 Results


Operating Income Increases 25% to $166 Million ($133 Million in Q108)

NEW YORK, May 7, 2009 (GLOBE NEWSWIRE) -- The NASDAQ OMX Group, Inc. ("NASDAQ
OMX(r)") (Nasdaq:NDAQ) today reported net income of $94 million, or $0.44 per
diluted share, for the first quarter of 2009 compared with net income of $121
million, or $0.69 per diluted share, in the first quarter of 2008, and with net
income of $35 million, or $0.17 per diluted share, in the fourth quarter of
2008. 

For comparison purposes, results for the first quarter of 2009 and the fourth
quarter of 2008 are presented on a non-GAAP basis and exclude merger expenses
and certain other non-recurring items. Results for the first quarter of 2008
are presented on a pro forma non-GAAP basis that reflect the financial results
of NASDAQ, OMX, and the Philadelphia Stock Exchange as if they were a combined
company for the periods presented and exclude merger expenses, net gains from
foreign currency contracts and certain other non-recurring items. A complete
reconciliation of GAAP results to non-GAAP and to pro forma non-GAAP results is
provided as an attachment. 

For the first quarter of 2009, net income on a non-GAAP basis was $102 million,
or $0.48 per diluted share, an increase of 10% when compared to pro forma
non-GAAP net income of $93 million, or $0.44 per diluted share, for the first
quarter of 2008, and a decrease of 7% when compared to non-GAAP net income of
$110 million, or $0.52 per diluted share, for the fourth quarter of 2008. 

Items excluded from first quarter 2009 non-GAAP results are:

 * $8 million in pre-tax merger-related expenses;
 * $4 million in pre-tax gains related to the early extinguishment
   of debt;
 * $3 million in pre-tax expenses primarily associated with workforce
   reductions; and
 * $2 million related to a loss on the sale of the Iceland Broker
   Services business.

"We are particularly proud of the results we delivered during the quarter,"
commented Bob Greifeld, NASDAQ OMX's Chief Executive Officer. "Despite a
challenging environment we were able to achieve year-over-year profitability
growth through the strength of our diversified business model and continued
focus on operational efficiency. Our objective is to drive growth through
investments in new opportunities and through innovation and technology advances
in our core businesses." 

Recent Highlights

 * Reached new market share highs in the trading of U.S. equity
   options contracts.  The combined market share of NASDAQ OMX PHLX
   and The NASDAQ Options Market averaged 20% during the first
   quarter of 2009, up from 15% in the first quarter of 2008.  Total
   volume traded on these markets grew 26% in the first quarter of
   2009 when compared to the same period last year.

 * Launched NASDAQ Basic, a data product that provides customers
   essential real-time quote and trading information for all U.S.
   exchange-listed securities in a flexible manner that can
   significantly lower data costs.  NASDAQ Basic, which can be used
   as a low cost alternative to Level 1, is based on trading on
   The NASDAQ Stock Market, the most liquid market for U.S.-listed
   equity securities.  Global Data Products also launched
   Pathfinders, an innovative analytical product unique to NASDAQ OMX
   that tracks and provides indications of collective trading
   behavior by leading market participants in liquid U.S. equities.

 * Expanded the trade offering of NASDAQ OMX Nordic to include
   equities listed in Norway.  This new offering is designed to
   provide lower trading costs and other benefits for customers
   seeking to trade all Nordic equities on one platform.

 * Captured a total of 20 new listings during the first quarter of
   2009, including 16 on The NASDAQ Stock Market and four on the
   exchanges that comprise NASDAQ OMX Nordic and NASDAQ OMX Baltic.
   Included in new listings are four companies that switched their
   listing to NASDAQ from NYSE Euronext.

 * Announced that NASDAQ OMX is expanding its popular suite of listed
   company services through a partnership with Rivel Research Group,
   a leading investment research group.  NASDAQ OMX and Rivel plan to
   launch Waypoint, a product designed to give companies immediate
   and cumulative perception on investment community sentiment.

 * Announced that TOCOM, Japan's largest commodity futures exchange,
   is the first Japanese customer to go live with a new trading
   system from NASDAQ OMX.  With more than 80 percent market share,
   TOCOM lists futures and options contracts for a wide range of
   commodities including metals, oil and rubber.

"The ability to grow operating margins in a difficult market speaks to our
strength as proven integrators," said David Warren, NASDAQ OMX's Chief
Financial Officer. "Due to our strong performance we were able to generate the
cash flow necessary to reduce our debt obligations while investing in new
initiatives to drive future growth. Looking forward, we are reducing our full
year 2009 total operating expense guidance to be in the range of $830.0 million
to $850.0 million, including approximately $30.0 million in merger-related
costs." 

Financial Review

Revenues

Revenues less liquidity rebates, brokerage, clearance and exchange fees ("net
exchange revenues") were $369 million for the first quarter of 2009, a decrease
of $50 million, or 12%, from first quarter 2008 results, and a decrease of $34
million, or 8%, from fourth quarter 2008 results. 

Market Services

Market Services net exchange revenues decreased to $258 million, down 13% from
the prior year quarter, and down 8% from the fourth quarter of 2008. 

Transaction Services

Net exchange revenues from Transaction Services were $167 million for the first
quarter of 2009, a decrease of $27 million, or 14%, when compared to the first
quarter of 2008, and a decrease of $13 million, or 7%, from the fourth quarter
of 2008. 

 * Cash Equity Trading net exchange revenues were $80 million for the
   first quarter of 2009, down $26 million from the prior year
   quarter and down $14 million from the fourth quarter of 2008.
     o Net U.S. cash equity trading revenues decreased when compared
       to the prior year quarter due primarily to a decline in the
       average net fee per share matched on NASDAQ's trading system.
       The decline in net exchange revenues when compared to the
       fourth quarter of 2008 is due primarily to a decline in the
       number of shares matched by NASDAQ.
     o European cash equity trading revenues declined when compared
       to the prior year quarter and from the fourth quarter of 2008
       due to a decline in value traded and fewer trades executed on
       the market.  Value traded in the first quarter of 2009 was
       EUR135 billion, down 54% and 21% from the first quarter of
       2008 and the fourth quarter of 2008, respectively.  During the
       quarter, trade volume declined 9% from the prior year quarter
       and 14% from the fourth quarter of 2008.  Also contributing to
       the decline in European cash equity trading revenues when
       compared to the first quarter of 2008 are changes in the
       exchange rates of various currencies as compared to the U.S.
       dollar.
     o Included in U.S. cash equity trading revenues in the first
       quarter of 2009 are $25 million in SEC Section 31 fees,
       compared with $91 million in the first quarter of 2008 and
       $37 million in the fourth quarter of 2008.  Corresponding cost
       of revenues, reflecting the reimbursement of these fees to the
       SEC, is included in brokerage, clearance and exchange fees.

 * Derivative trading net exchange revenues were $55 million for the
   first quarter of 2009, a decrease of $2 million from the prior
   year quarter but an increase of $1 million when compared to the
   fourth quarter of 2008.
     o The decrease when compared to the prior year quarter is
       primarily due to lower Nordic derivative trading volumes,
       which were down 34% from the first quarter of 2008.  Also
       contributing to the decline in European derivative trading
       revenues from the year-ago period are changes in the exchange
       rates of various currencies as compared to the U.S. dollar.
       Partially offsetting these declines is the inclusion of
       NASDAQ OMX Commodities revenues following the October 21, 2008
       closing of NASDAQ OMX's acquisition of Nord Pool ASA's
       clearing, international derivatives and consulting
       subsidiaries.
     o The increase in revenues when compared to the fourth quarter
       of 2008 is primarily due to the inclusion of NASDAQ OMX
       Commodities revenues noted above.  Partially offsetting this
       increase are lower revenues due to a 13% decline in Nordic
       derivative trading volumes.

Market Data

Market Data revenues were $81 million for the first quarter of 2009, down $3
million, or 4%, when compared to the first quarter of 2008 and down $4 million,
or 5% from the fourth quarter of 2008. 

 * Net U.S. Tape Plans revenues were $34 million in the first quarter
   of 2009, down $1 million when compared to the prior year quarter
   and down $3 million from the fourth quarter of 2008.
     o U.S. Tape Plans revenues reflect revenues generated by members
       of joint industry plans that distribute the national best bid
       and offer and last sale information for U.S. equities.  Plan
       members, such as The NASDAQ Stock Market, share revenue
       collected from disseminating this information.  The
       distribution of revenue to each plan member is determined
       using a formula, required by Regulation NMS, that calculates
       each participant's share of trading and quoting activity.
     o The decline in U.S. Tape Plans revenues, net of revenue
       sharing plans, in the first quarter of 2009 when compared to
       the first quarter of 2008 is primarily due to the decline in
       NASDAQ's trading and quoting market share of NASDAQ-listed
       securities and a reduction in the size of shareable tape plan
       revenue pools. The decline in revenue in the first quarter of
       2009 when compared to the fourth quarter of 2008 is primarily
       due to reductions in NASDAQ's share of trading and quoting
       activity in U.S. equities and a reduction in the size of
       shareable tape plan revenue pools.

 * U.S. market data products revenues were $28 million in the first
   quarter of 2009, an increase of $3 million when compared to the
   year ago quarter, and up $1 million when compared to the fourth
   quarter of 2008.  U.S. market data products revenues reflect
   revenues generated from the sale of NASDAQ OMX proprietary data
   products.  Revenue growth when compared to prior periods is driven
   primarily by the introduction of new products such as NASDAQ Last
   Sale and the NASDAQ Global Index Data Service, as well as growth
   of other proprietary data products.

 * European market data products revenues were $19 million in the
   first quarter of 2009, a decrease of $5 million when compared to
   the prior year quarter and $2 million when compared to the fourth
   quarter of 2008.  The decrease when compared to the first quarter
   of 2008 is primarily due to changes in the exchange rate of the
   Euro as compared to the U.S. dollar and to declines in subscriber
   populations.  Declines in revenue when compared to the fourth
   quarter of 2008 are due primarily to declines in subscriber
   populations.

Issuer Services

During the first quarter of 2009, Issuer Services revenues declined $10
million, or 11%, to $79 million from the first quarter of 2008 and declined $6
million, or 7%, from the prior quarter. 

Global Listing Services

Global Listing Services revenues were $70 million for the first quarter of
2009, down $8 million when compared to the first quarter of 2008 and down $5
million from the fourth quarter of 2008. Decreases in revenues from prior
periods are due primarily to lower U.S. annual renewal fees resulting from
fewer listed companies, and to lower market capitalization values for European
listed equities, which in turn result in lower European listing fees. Also
contributing to the decline in revenues from the first quarter of 2008 are
changes in the exchange rates of various currencies as compared to the U.S.
dollar. Contributing to the decline in revenues when compared to the fourth
quarter of 2008 are seasonally lower corporate services revenues. 

Global Index Group

Global Index Group revenues were $9 million for the first quarter of 2009, down
$2 million when compared to the first quarter of 2008 and $1 million when
compared to the fourth quarter of 2008. Driving the decline in revenues are
lower license fees associated with NASDAQ OMX-licensed products, including
lower volumes and declines in assets under management in ETFs and structured
products. 

Market Technology

Market Technology revenues were $29 million for the first quarter of 2009, down
$4 million, or 12%, when compared to the first quarter of 2008, and down $6
million, or 17%, when compared to the fourth quarter of 2008. The revenue
decline when compared to the prior year quarter is primarily due to changes in
exchange rates of various currencies as compared to the U.S. dollar. Also
contributing to the decline is the loss of contract revenues following NASDAQ
OMX's acquisition of Nord Pool ASA's clearing, international derivatives and
consulting subsidiaries, noted above. Nord Pool ASA was previously a customer
of NASDAQ OMX Market Technology. The decline in revenues when compared to the
fourth quarter of 2008 is primarily due to seasonally higher revenues for the
prior period, the partial loss of contract revenues from the Nord Pool ASA
transaction noted above, and to changes in exchange rates of various currencies
as compared to the U.S. dollar. 

Operating Expenses

Total operating expenses decreased $55 million, or 22%, to $194 million from
$249 million in the prior year quarter and $19 million, or 9%, from $213
million in the fourth quarter of 2008. The decrease in expenses was realized
through a reduction in compensation expense, lower depreciation expense,
reduced expenses for computer operations and data transmission, and lower
general, administrative and other expense. The decline in expenses is driven by
successful integration efforts associated with NASDAQ's business combination
with OMX and the acquisition of the Philadelphia Stock Exchange. 

Net Interest Expense

Net interest expense was $22 million for the first quarter of 2009, compared
with $29 million for the first quarter of 2008 and $28 million for the fourth
quarter of 2008. The decline in net interest expense when compared to the prior
periods is primarily due to lower interest rates on outstanding debt
obligations. 

Earnings Per Share

On a non-GAAP basis, first quarter 2009 earnings per diluted share were $0.48
as compared to pro forma non-GAAP earnings per diluted share of $0.44 in the
prior year quarter, and non-GAAP earnings per diluted share of $0.52 in the
fourth quarter of 2008. NASDAQ OMX's weighted average shares outstanding used
to calculate diluted earnings per share were 214.3 million in the first quarter
of 2009 versus 214.1 million for both the year-ago quarter and the fourth
quarter of 2008. 

About NASDAQ OMX

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

Non-GAAP Information

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

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

Cautionary Note Regarding Forward-Looking Statements

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

NDAQF

                      The NASDAQ OMX Group, Inc.
              Condensed Consolidated Statements of Income
                (in millions, except per share amounts)
                              (unaudited)

                                             Three Months Ended
                                        -----------------------------
                                        Mar. 31,   Dec. 31,   Mar. 31,
                                         2009       2008       2008
                                        -------    -------    -------
 Revenues
 Market Services revenues               $   784    $   901    $   722
 Cost of revenues:
 Liquidity rebates                         (455)      (528)      (385)
 Brokerage, clearance and exchange fees     (71)       (94)      (151)
                                        -------    -------    -------
   Total cost of revenues                  (526)      (622)      (536)
                                        -------    -------    -------
 Total Market Services revenues less
  liquidity rebates, brokerage,
  clearance and exchange fees               258        279        186

 Issuer Services revenues                    79         85         77
 Market Technology revenues                  29         35         13
 Other revenues                               3          4          2
                                        -------    -------    -------

 Total revenues less liquidity rebates,
  brokerage, clearance and exchange fees    369        403        278
                                        -------    -------    -------
 Operating Expenses
 Compensation and benefits                   97        106         73
 Marketing and advertising                    2          6          2
 Depreciation and amortization               24         27         16
 Professional and contract services          18         19         14
 Computer operations and data
  communications                             15         13          8
 Occupancy                                   17         17         12
 Regulatory                                   9          7          8
 Merger expenses                              8         10          1
 General, administrative and other           13         18         11
                                        -------    -------    -------
   Total operating expenses                 203        223        145
                                        -------    -------    -------

 Operating income                           166        180        133
                                        -------    -------    -------

 Interest income                              5          7         10
 Interest expense                           (27)       (35)       (10)
 Dividend and investment income              --          3         --
 Income (loss) from unconsolidated
  investees, net                             (2)        --         27
 Gain (loss) on foreign currency
  contracts                                  --        (47)        35
 Asset impairment charge                     --        (35)        --
                                        -------    -------    -------
 Income before income taxes                 142         73        195
 Income tax provision                        48         38         74
                                        -------    -------    -------
 Net income                             $    94    $    35    $   121
                                        =======    =======    =======

 Net (income) expense attributable
  to noncontrolling interests                --         --         --
                                        -------    -------    -------
 Net income attributable to NASDAQ OMX  $    94    $    35    $   121
                                        =======    =======    =======

 Basic and diluted earnings per share:
   Basic                                $  0.47    $  0.17    $  0.75
                                        =======    =======    =======
   Diluted                              $  0.44    $  0.17    $  0.69
                                        =======    =======    =======

 Weighted-average common shares
  outstanding for earnings per share:
   Basic                                    202        201        161
   Diluted                                  214        214        176



                      The NASDAQ OMX Group, Inc.
                            Revenue Detail
                            (in millions)
                             (unaudited)

                                             Three Months Ended
                                        -----------------------------
                                        Mar. 31,   Dec. 31,   Mar. 31,
                                         2009       2008       2008
                                        -------    -------    -------
 MARKET SERVICES
   Transaction Services
   Cash Equity Trading Revenues:
   U.S. cash equity trading             $   563    $   675    $   598
   Cost of revenues:
     Liquidity rebates                     (438)      (516)      (385)
     Brokerage, clearance and exchange
      fees                                  (70)       (93)      (151)
                                        -------    -------    -------
     Total U.S. cash equity cost of
      revenues                             (508)      (609)      (536)
                                        -------    -------    -------
     Net U.S. cash equity trading
      revenues                               55         66         62
   European cash equity trading              25         28         13
                                        -------    -------    -------
     Total cash equity trading revenues      80         94         75
                                        -------    -------    -------

   Derivative Trading Revenues:
   U.S. derivative trading                   52         48         --
   Cost of revenues:
     Liquidity rebates                      (17)       (12)        --
     Brokerage, clearance and exchange
      fees                                   (1)        (1)        --
                                        -------    -------    -------
     Total U.S. derivative cost of
      revenues                              (18)       (13)        --
                                        -------    -------    -------
     Net U.S. derivative trading
      revenues                               34         35         --
   European derivative trading               21         19          8
                                        -------    -------    -------
     Total derivative trading revenues       55         54          8

   Access Services Revenues                  32         32         24
                                        -------    -------    -------

   Total Transaction Services revenues
    less liquidity rebates, brokerage,
    clearance and exchange fees             167        180        107
                                        -------    -------    -------

   Market Data
   Net U.S. tape plans                       34         37         35
   U.S. market data products                 28         27         25
   European market data products             19         21          9
                                        -------    -------    -------

     Total Market Data revenues              81         85         69
                                        -------    -------    -------

   Broker Services                            8         11          7
                                        -------    -------    -------

   Other Market Services                      2          3          3
                                        -------    -------    -------
   Total Market Services revenues less
    liquidity rebates, brokerage,
    clearance and exchange fees             258        279        186
                                        -------    -------    -------

 ISSUER SERVICES
   Global Listing Services:
   Annual renewal fees                       29         31         31
   Listing of additional shares fees         10         10         10
   Initial listing fees                       5          5          6
                                        -------    -------    -------
       Total U.S. listing fees               44         46         47
     European listing fees                   11         12          5
     Corporate services                      15         17         14
                                        -------    -------    -------
       Total Global Listing Services         70         75         66

   Global Index Group                         9         10         11
                                        -------    -------    -------
       Total Issuer Services revenues        79         85         77
                                        -------    -------    -------

 MARKET TECHNOLOGY
   License, support and project revenues     21         22          9
   Facility management services               6          9          3
   Other revenues                             2          4          1
                                        -------    -------    -------
     Total Market Technology revenues        29         35         13
                                        -------    -------    -------

 Other                                        3          4          2
                                        -------    -------    -------

 Total revenues less liquidity rebates,
  brokerage, clearance and exchange
  fees                                  $   369    $   403    $   278
                                        =======    =======    =======



                      The NASDAQ OMX Group, Inc.
                Condensed Consolidated Balance Sheets
                            (in millions)

                                                   Mar. 31,   Dec. 31,
                                                    2009       2008
                                                   -------    -------
 Assets                                          (unaudited)
 Current assets:
   Cash and cash equivalents                       $   333    $   374
   Restricted cash                                     139        141
   Financial investments, at fair value                224        227
   Receivables, net                                    355        339
   Deferred tax assets                                  33         27
   Market value, outstanding derivative positions    4,048      4,122
   Other current assets                                170        198
                                                   -------    -------
 Total current assets                                5,302      5,428
 Non-current restricted cash                            50         50
 Property and equipment, net                           165        183
 Non-current deferred tax assets                       720        659
 Goodwill                                            4,381      4,492
 Intangible assets, net                              1,536      1,583
 Other assets                                          299        357
                                                   -------    -------
 Total assets                                      $12,453    $12,752
                                                   =======    =======

 Liabilities and equity
 Current liabilities:
   Accounts payable and accrued expenses           $   242    $   242
   Section 31 fees payable to SEC                       24         49
   Accrued personnel costs                              83        157
   Deferred revenue                                    189         98
   Other accrued liabilities                           129        165
   Deferred tax liabilities                             20         19
   Market value, outstanding derivative positions    4,048      4,122
   Current portion of debt obligations                 225        225
                                                   -------    -------
 Total current liabilities                           4,960      5,077
 Debt obligations                                    2,229      2,299
 Non-current deferred tax liabilities                  675        696
 Non-current deferred revenue                          157        155
 Other liabilities                                     175        222
                                                   -------    -------
 Total liabilities                                   8,196      8,449

 Equity
 NASDAQ OMX stockholders' equity:
   Common stock                                          2          2
   Preferred stock                                      --         --
   Additional paid-in capital                        3,578      3,569
   Common stock in treasury, at cost                   (11)       (10)
   Accumulated other comprehensive loss               (766)      (619)
   Retained earnings                                 1,438      1,344
                                                   -------    -------
 Total NASDAQ OMX stockholders' equity               4,241      4,286
                                                   -------    -------
 Noncontrolling interests                               16         17
 Total equity                                        4,257      4,303
                                                   -------    -------
 Total liabilities and equity                      $12,453    $12,752
                                                   =======    =======



                      The NASDAQ OMX Group, Inc.
         Pro Forma Condensed Consolidated Statements of Income
                (in millions, except per share amounts)
                              (unaudited)

                                             Three Months Ended
                                        -----------------------------
                                      Mar. 31,(1) Dec. 31,(1) Mar. 31,
                                         2009       2008       2008
                                        -------    -------    -------
 Revenues
 Market Services                        $   784    $   901    $   835
 Cost of revenues:
 Liquidity rebates                         (455)      (528)      (388)
 Brokerage, clearance and exchange fees     (71)       (94)      (152)
                                        -------    -------    -------
   Total cost of revenues                  (526)      (622)      (540)
                                        -------    -------    -------
 Total Market Services revenues less
  liquidity rebates, brokerage,
  clearance and exchange fees               258        279        295

 Issuer Services revenues                    79         85         90
 Market Technology revenues                  29         35         32
 Other revenues                               3          4          2
                                        -------    -------    -------

 Total revenues less liquidity rebates,
  brokerage, clearance and exchange fees    369        403        419
                                        -------    -------    -------
 Expenses
 Compensation and benefits                   97        106        122
 Marketing and advertising                    2          6          4
 Depreciation and amortization               24         27         31
 Professional and contract services          18         19         26
 Computer operations and data
  communications                             15         13         19
 Occupancy                                   17         17         19
 Regulatory                                   9          7          7
 Merger expenses                              8         10          1
 General, administrative and other           13         18         21
                                        -------    -------    -------
   Total operating expenses                 203        223        250
                                        -------    -------    -------

 Operating income                           166        180        169
                                        -------    -------    -------

 Interest income                              5          7          5
 Interest expense                           (27)       (35)       (34)
 Dividend and investment income              --          3          2
 Income (loss) from unconsolidated
  investees, net                             (2)        --         --
 Gain (loss) on foreign currency
  contracts                                  --        (47)        35
 Asset impairment charge                     --        (35)        --
                                        -------    -------    -------
 Income before income taxes                 142         73        177
 Income tax provision                        48         38         63
                                        -------    -------    -------
 Net income                             $    94    $    35    $   114
                                        =======    =======    =======

 Net (income) expense attributable to
  noncontrolling interests                   --         --         --
                                        -------    -------    -------

 Net income attributable to NASDAQ OMX  $    94    $    35    $   114
                                        =======    =======    =======

 Basic and diluted earnings per share:
   Basic                                $  0.47    $  0.17    $  0.57
                                        =======    =======    =======
   Diluted                              $  0.44    $  0.17    $  0.54
                                        =======    =======    =======

 Weighted-average common shares
  outstanding for earnings per share:
   Basic                                    202        201        199
   Diluted                                  214        214        214

 (1) March 31, 2009 and December 31, 2008 quarter results do not
     include pro forma adjustments as all recent material
     acquisitions were included in the full quarter results.



                      The NASDAQ OMX Group, Inc.
                  Pro Forma Quarterly Revenue Detail
                            (in millions)
                             (unaudited)

                                             Three Months Ended
                                        -----------------------------
                                      Mar. 31,(1) Dec. 31,(1) Mar. 31,
                                         2009       2008       2008
                                        -------    -------    -------
 MARKET SERVICES
   Transaction Services
   Cash Equity Trading Revenues:
   U.S. cash equity trading             $   563    $   675    $   599
   Cost of revenues:
     Liquidity rebates                     (438)      (516)      (385)
     Brokerage, clearance and exchange
      fees                                  (70)       (93)      (152)
                                        -------    -------    -------
     Total U.S. cash equity cost of
      revenues                             (508)      (609)      (537)
                                        -------    -------    -------
     Net U.S. cash equity trading
      revenues                               55         66         62
   European cash equity trading              25         28         44
                                        -------    -------    -------
     Total cash equity trading revenues      80         94        106
                                        -------    -------    -------

   Derivative Trading Revenues:
   U.S. derivative trading                   52         48         36
   Cost of revenues:
     Liquidity rebates                      (17)       (12)        (3)
     Brokerage, clearance and exchange
      fees                                   (1)        (1)        --
                                        -------    -------    -------
     Total U.S. derivative cost of
      revenues                              (18)       (13)        (3)
                                        -------    -------    -------
     Net U.S. derivative trading
      revenues                               34         35         33
   European derivative trading               21         19         24
                                        -------    -------    -------
     Total derivative trading revenues       55         54         57

   Access Services Revenues                  32         32         31
                                        -------    -------    -------

   Total Transaction Services revenues
    less liquidity rebates, brokerage,
    clearance and exchange fees             167        180        194
                                        -------    -------    -------

   Market Data
   Net U.S. tape plans                       34         37         35
   U.S. market data products                 28         27         25
   European market data products             19         21         24
                                        -------    -------    -------

     Total Market Data revenues              81         85         84
                                        -------    -------    -------

   Broker Services                            8         11         17
                                        -------    -------    -------

   Other Market Services                      2          3         --
                                        -------    -------    -------
   Total Market Services revenues less
    liquidity rebates, brokerage,
    clearance and exchange fees             258        279        295
                                        -------    -------    -------

 ISSUER SERVICES
   Global Listing Services:
   Annual renewal fees                       29         31         31
   Listing of additional shares fees         10         10         10
   Initial listing fees                       5          5          6
                                        -------    -------    -------
       Total U.S. listing fees               44         46         47
     European listing fees                   11         12         16
     Corporate services                      15         17         15
                                        -------    -------    -------
       Total Global Listing Services         70         75         78

   Global Index Group                         9         10         11
                                        -------    -------    -------
       Total Issuer Services revenues        79         85         89
                                        -------    -------    -------

 MARKET TECHNOLOGY
   License, support and project revenues     21         22         26
   Facility management services               6          9          5
   Other revenues                             2          4          2
                                        -------    -------    -------
     Total Market Technology revenues        29         35         33
                                        -------    -------    -------

 Other                                        3          4          2
                                        -------    -------    -------

 Total revenues less liquidity rebates,
  brokerage, clearance and exchange
  fees                                  $   369    $   403    $   419
                                        =======    =======    =======

 (1) March 31, 2009 and December 31, 2008 quarter results do not
     include pro forma adjustments as all recent material
     acquisitions were included in the full quarter results.



                      The NASDAQ OMX Group, Inc.
       Reconciliation of GAAP to Pro Forma Non-GAAP Earnings and
    Reconciliation of GAAP to Pro Forma Non-GAAP Operating Expenses
               (in millions, except per share amounts)

                                             Three Months Ended
                                        -----------------------------
                                      Mar. 31,(1) Dec. 31,(1) Mar. 31,
                                         2009       2008       2008
                                        -------    -------    -------
 GAAP Net Income:                       $    94    $    35    $   121
 ----------------
 Pro Forma Adjustments:
   OMX results                               --         --         23
   PHLX results                              --         --          4
   Amortization of intangibles               --         --         (2)
   Interest expense, net adjustments         --         --        (15)
   Gain from unconsolidated investees,
    net                                      --         --        (17)
                                        -------    -------    -------
   Total Adjustments                         --         --         (7)
                                        -------    -------    -------

 Pro Forma Net Income                   $    94    $    35    $   114

 Other Adjustments:
   Gain on debt extinguishment               (2)        --         --
   Loss on sale of Iceland Broker
    Services business                         2         --         --
   Workforce reductions                       2         --         --
   Merger expenses                            6          6          1
   Asset impairment charge                   --         35         --
   (Gain) loss on foreign currency
    contracts                                --         34        (22)
                                        -------    -------    -------
   Total Adjustments                          8         75        (21)
                                        -------    -------    -------

 Pro Forma Non-GAAP Net Income          $   102    $   110    $    93
                                        =======    =======    =======

 GAAP Earnings per Common Share:
 -------------------------------
 Diluted Earnings per Common Share      $  0.44    $  0.17    $  0.69
 Pro Forma Adjustments:
   Total Adj. from GAAP Net Income
    Above:                                   --         --      (0.15)
                                        -------    -------    -------
 Pro Forma Diluted Earnings per
  Common Share                             0.44       0.17       0.54
   Total Adj. from Pro Forma Net
    Income Above:                          0.04       0.35      (0.10)
                                        -------    -------    -------
 Pro Forma Non-GAAP Diluted Earnings
  per Common Share                      $  0.48    $  0.52    $  0.44
                                        =======    =======    =======


                                             Three Months Ended
                                        -----------------------------
                                      Mar. 31,(1) Dec. 31,(1) Mar. 31,
                                         2009       2008       2008
                                        -------    -------    -------

 GAAP Operating Expenses:               $   203    $   223    $   145
 ------------------------
 Pro Forma Adjustments:
   OMX operating expenses                    --         --         70
   PHLX operating expenses                   --         --         31
   Amortization of intangibles               --         --          4
                                        -------    -------    -------
   Total Adjustments                         --         --        105
                                        -------    -------    -------

 Pro Forma Operating Expenses           $   203    $   223    $   250

 Other Adjustments:
   Gain on debt extinguishment                4         --         --
   Loss on sale of Iceland Broker
    Services business                        (2)        --         --
   Workforce reductions                      (3)        --         --
   Merger expenses                           (8)       (10)        (1)
                                        -------    -------    -------
   Total Adjustments                         (9)       (10)        (1)
                                        -------    -------    -------

 Pro Forma Non-GAAP Operating Expenses  $   194    $   213    $   249
                                        =======    =======    =======



                      The NASDAQ OMX Group, Inc.
     Reconciliation of GAAP to Pro Forma Non-GAAP Operating Income
                (in millions, except per share amounts)
                              (unaudited)

                                             Three Months Ended
                                        -----------------------------
                                      Mar. 31,(1) Dec. 31,(1) Mar. 31,
                                         2009       2008       2008
                                        -------    -------    -------

 GAAP Operating Income:                 $   166    $   180    $   133
 ----------------------
 Pro Forma Adjustments:
   OMX operating income                      --         --         33
   PHLX operating income                     --         --          7
   Amortization of intangibles               --         --         (4)
                                        -------    -------    -------
   Total Adjustments                         --         --         36
                                        -------    -------    -------

 Pro Forma Operating Income             $   166    $   180    $   169

 Other Adjustments:
   Gain on debt extinguishment               (4)        --         --
   Loss on sale of Iceland Broker
    Services business                         2         --         --
   Workforce reductions                       3         --         --
   Merger expenses                            8         10          1
                                        -------    -------    -------
   Total Adjustments                          9         10          1
                                        -------    -------    -------

 Pro Forma Non-GAAP Operating Income    $   175    $   190    $   170
                                        =======    =======    =======


 --------------------------------------------------------------------
   Pro Forma total revenues less
    liquidity rebates, brokerage,
    clearance and exchange fees             369        403        419

 Pro Forma Non-GAAP Operating Margin (2)     47%        47%        41%
 --------------------------------------------------------------------


 (1) March 31, 2009 and December 31, 2008 quarter results do not
     include pro forma adjustments as all recent material
     acquisitions were included in the full quarter results.

 (2) Pro Forma Non-GAAP Operating Margin equals Pro Forma Non-GAAP
     Operating Income divided by Pro Forma total revenues less
     liquidity rebates, brokerage, clearance, and exchange fees.

CONTACT:  The NASDAQ OMX Group, Inc.
          Media Relations:
          Bethany Sherman
            +1.212.401.8714
          Anna Rasin
            +46(8)405.6612
          Investor Relations:
          Vincent Palmiere
            +1.212.401.8742