NASDAQOMXProposalforNYSE04012011

8/6/2019 NASDAQOMXProposalforNYSE04012011

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A Superior Alternative for Global Markets:

NASDAQ OMX & ICE Proposal to Acquire NYSE EuronextApril 1, 2011


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Compelling & Superior Proposal - $42.50 Per Sharereater ene ts to a sta e o ers an more respons ve to g o a mar et structureevolution

NYSE EURONEXT STOCKHOLDERS NASDAQ OMX AND ICE STOCKHOLDERS

$42.50 per share offer represents greater value for NYX

stockholders 19% premium to Deutsche Brse offer(1)

Opportunity to participate in value creation through$740mm in combined synergies 2 and enhanced growthprospects

Creates more diversified and efficient platforms in core

marketsSignificant value creation for both stockholder basesfrom revenue and expense synergies

Meanin ful earnin s accretion

Greater immediate value through cash component andlonger term through NASDAQ OMX and ICE stock

Strengthens European equity markets by creating a new,truly pan-European equity trading platform

Europe

,

USCreates deeper liquidity pools, better price discovery forinvestors and greater market efficiencies in US cash

Creates major new force in European derivatives which willsignificantly enhance competition

Invigorates market and technology innovation throughoutequities and derivatives markets

Secures Paris and London as remier International financial

equ es an equ y op ons

Provides greater flexibility to invest in ongoing innovationand platform enhancements with increased scale

Solidifies US leadership in global capital markets

Enhances customer benefits b rovidin consolidated view

3

hubs

Note: Synergy assumptions subject to due diligence.(1) Based on Deutsche Brseclosing price of 53.55 and $ / exchange rate of 1.42 as of March 31, 2011. (2) Reflects combined NASDAQ OMX and ICE synergies

of fragmented marketplace


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Transaction OverviewThe NASDAQ OMX and ICE have submitted a joint proposal to acquire NYSE Euronextfor $13.3 billion in aggregate value

NYSE Euronext

LiffeUS Cash Tradin Transaction Services

DERIVATIVESCASH TRADING & LISTINGS /US OPTIONSINFORMATION SERVICES &TECHNOLOGY SOLUTIONS

Equity Derivatives

NYSE Liffe US

New York Portfolio Clearing

European Cash Trading

US Listings

European Listings

Data Services

Infrastructure Services

ear ngpt ons

Acquired byAcquired by

$4,698 mm in ICE stock

$1,650 mm in cash

$2,784 mm in NDAQ stock

$2,121 mm in cash

$2,074 mm in assumed NYX debt

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$6,348 mm total$6,979 mm total


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Proposed Transaction Summary

STRUCTURE

NASDAQ OMX to acquire 100% of the outstanding shares of NYSE Euronext (NYX)NASDAQ OMX to retain NYSE Euronext Cash Trading & Listings, US Options and

CONSIDERATION

n ormat on erv ces & ec no ogy o ut ons us nessesIn a contemporaneous transaction, ICE to acquire NYSE Liffe including Liffe US and NYPC

0.4069 shares of NDAQ stock per NYX share0.1436 shares of ICE stock per NYX share

IMPLIED NYX PRICEPER SHARE

$14.24 in cash per NYX shareRepresents 66% in NDAQ / ICE stock and 34% in cash

$42.50

PREMIUM TO: CLOSE 3/31/11

CURRENT DEUTSCHEBRSE OFFER

UNAFFECTED NYX PRICE(2/8/11)

21%

19%

27%

ANTICIPATED CLOSINGQ4 2011, subject to government, regulatory and NYSE Euronext, NASDAQ OMX and ICEstockholder approvals

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Transaction ComparisonThe NASDAQ OMX and ICE proposal provides greater value, certainty and long-termbenefits for all stakeholders

NASDAQ OMX and ICE OfferNASDAQ OMX and ICE Offer Deutsche Brse OfferDeutsche Brse Offer

Greater absolute value - 42.50 er share Lower absolute value

STOCKHOLDER VALUE

.Proposal represents a 19% premium to the Deutsche

Brse offer(1)

Stronger potential upside given superior growthprospects and significant, realizable combinedsynergies of $740 million 2 annually

Lower premium for NYX stockholders

Less certain long-term prospects Only $400 million of total annual expense synergies

and $133 million in annual revenue synergies Lower probability of synergy realization

REGULATORY

Creates new pan-European equity trading platformwith locally-governed exchanges with the ability toeffectively compete and innovate

Creates a new force in European derivatives whichwill enhance competition

Reduces competition in European equity andderivatives markets

Higher stockholder approval threshold for Deutsche

Brse

MANAGEMENT /GOVERNANCE

Credible management teams with proven ability tointegrate businesses and realize synergiesMore balanced approach to governanceStrategically responsive to evolving market dynamics

High transaction break-up fee Significant implications for Paris and London markets Consolidations by Deutsche Brse and NYSE

Euronext have resulted in write downs of over $2.5billion in the last three years

MARKET EFFICIENCIES

Greater benefits for customers and investorsReduces fragmentation of US equity marketsCommon clearing technology used in Europeanderivatives

Continued fragmentation of US equity market Increased execution risk complexities

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BRANDINGCombines to form NASDAQ NYSE Euronext No name chosen

(1) Based on Deutsche Brseclosing price of 53.55 and $ / exchange rate of 1.42 as of March 31, 2011.; (2) Subject to due diligence.


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Global Reach With Local GovernanceEquities and derivatives markets will benefit from enhanced competition and innovation, aswell as local governance and brands

Retains iconic NYSE brandnameCombined headquarters inNew YorkEx ands New Yorks

Enhances leadershipposition in derivativesacross geographies andasset classesLondon remains a premier

Local governanceReinvigorates Paris as aleading European equitymarket

OMX remains center ofexcellence for technologyStockholm remains Nordicheadquarters

position as global financialcenter

derivatives financial market

EUROPEAN MARKETSUS MARKETS

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ParisAmsterdamBrussels

Lisbon

StockholmCopenhagenHelsinki

Iceland

RigaTallinnVilnius

Armenia

LiffeICEFutures

Europe

NASDAQ OptionsMarketPHLX

PSXAmexBX

ICEFutures USICE OTC

Liffe US

NASDAQ StockMarketNYSE

Arca


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Enhanced Market PositionCombined companies create greater financial value, drive greater market efficiencies andremain nimble to better capitalize on international market opportunities

Net Revenues 2010 ($ in Billions)Net Revenues 2010 ($ in Billions)$3.3

$3.0 $2.7

$1.9 $1.5

$1.1 $1.0 $0.9

(1)

(1)

. .

NYSE LiffeDeutsche

BrsePF

LSE / TMXPF ICE /CME

GroupBM&F

BovespaPF

SGX / ASXHong KongExchange& Clearing

CBOE BMEPF NASDAQ NYSEEuronext

$2.1$1.9

$1.6$1.4

$0.9 $0.8 $0.8 $0.7

(3)

(2)

(2)

$0.3 $0.2

PF ICE /NYSE Liffe

CMEGroup

DeutscheBrse

PFLSE / TMX

Hong KongExchange& Clearing

BM&FBovespa

PFSGX / ASX

BME CBOEPF NASDAQ NYSEEuronext

8

Source: Company filings; financials adjusted for non-recurring items; FactSet, converted to US$ using the average exchange rate for the year.Note: Synergy assumptions subject to due diligence.(1) Includes run-rate revenue synergies net of savings to customers (for NASDAQ OMX pro forma figures).(2) Includes assumed run-rate net cash synergies.(3) LSE 2010 EBITDA based on analyst 2010 calendar year estimates.


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Proven Ability to Deliver GrowthNASDAQ OMX and ICE have delivered double digit earnings growth through successfulacquisitions and integrations, despite a challenging macro economic environment

Q1 07 Q4 10 EPS Growth (%)Q1 07 Q4 10 EPS Growth (%) Full Year 2007 2010 EPS Growth (%)Full Year 2007 2010 EPS Growth (%)

69% 67% 60%

28%

12%

34%

23%

11%

(16)%(23)%

(21)% (18)%

ICE NASDAQOMX TMX CME DeutscheBrse NYSEEuronext ICE NASDAQOMX TMX CME NYSEEuronext DeutscheBrse

9

Source: Company filings; pro forma financials adjusted for non-recurring items.


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Pro Forma NASDAQ OMX A Leadin Global Exchan e

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Seizing the NYSE Euronext Opportunity

BUILDING FROMSTRENGTH

Record non-GAAP earnings of $0.55 achieved in Q410 with new record expected in Q111Affords us flexibility to respond to this unplanned opportunity, while continuing to pursue

ACCRETION Accretion expected 12 -18 months following closeDouble digit accretion achieved soon after the 12 18 month period

Proven management team

DISCIPLINED

APPROACH

Goal is to maintain investment grade ratingFirm view of value and discipline to walk away

Maximize use of free cash flow to accelerate debt retirement

QUICKLYDELEVER

Maximize use of free cash flow to accelerate debt

Target debt to EBITDA ratio below 2.5x within 18 months

STRONG FREECASH FLOW

Utilize strong cash flows to return capital to stockholders through dividends and stockrepurchases once target leverage is achieved

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Redefining the Global MarketplaceThe combined NASDAQ OMX and NYSE Euronext will have leading capabilities inequities, derivatives, issuer services, indexes and market technology

$610 million in estimated annual expense

CREATION synergies to drive meaningful earnings accretion,

beginning in 2013

PROVENProven industry consolidatorStrong track record of successful acquisitions

Increases scale and efficiency to improve

INTEGRATOR Consistently able to meet or exceed synergytargets ahead of stated timeline

SCALE /DIVERSIFICATION

Greater revenue diversification acrossproducts/services and geographies

Redefines exchange landscape through

INNOVATION technology-driven innovation to serve the needsof a diverse customer base

Increases investor confidence, resulting in more

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TRANSPARENCY ,attracting new issuers


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Significant Synergy Opportunities for the Combined

Accretion expected 12 -18 months following close with double digit accretion achievedsoon after

Consolidation of equity and US options technology platformsElimination of duplicative corporate and administrative

Run-Rate SynergiesRun-Rate SynergiesDescriptionDescription

~$610 mm 1

COST SYNERGIESoverheadConsolidation of data centersStreamlining operations

REVENUE SYNERGIES

,products to an expanded customer base in US and Europe

~ mm

SAVINGS TOCUSTOMERS

, ,investors

~ 90 mm

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~$540 mmNote: Synergy assumptions subject to due diligence.(1) Includes $90 million of depreciation and amortization savings.


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Enhanced Financial Scale and Market PositionCombination increases NASDAQ OMXs scale and efficiency, driving meaningful valuefor stockholders

Combined with FullRun Rate S ner iesNYSE Euronext

2010 Revenues2010 Revenues $1,522 mm ~$1,860 mm (2)

$3,312 mm

Acquired Businesses

2010 EBITDA2010 EBITDA $798 mm (1) ~$700 mm (3) $1,950 mm

ee

Debt / EBITDA (x)Debt / EBITDA (x)

, mm

2.91x

, mm , mm

3.34x

Source: Company filings.Note: Synergy assumptions subject to due diligence.(1) NASDAQ OMX EBITDA is a non-GAAP number calculated by taking 2010 operating income and adding back D&A and merger related expenses.(2) Includes $1,241 million of Cash Trading & Listing revenue, $444 million of Information & Technology Services revenue, $158 million of US Options revenue and an allocation of $17 million of NYSE Derivatives Market

Data and Other Revenues.

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(3) Includes NASDAQ OMX estimated portion of NYSE US Options business.(4) Represents book value of debt obligations at 12/31/2010.(5) Based upon NYSE Euronext2010 10K.

(6) Represents pro forma debt at 12/31/2010, including $2.1 billion of acquisition financing.


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Proven Track Record of Successful AcquisitionsConsistently able to meet or exceed synergytargets ahead of timeline

OMX acquisition delivered $100mm in expensesynergies in 10 months, 14 months ahead ofschedule

2010: Acquisition of FTENReal-Time Risk Management

Acquisition ofNYSE EuronextCash equitiesand options in

PHLX acquisition was accretive to stockholders

within the first quarter of transaction close

2005: Acquisition of INETLeverageable and low-cost

2008: Acquisition of PHLXPremier options tradingplatform

the US andEurope

Scale anddiversificationplay

Improved trade execution

: cqu s on oOMXEuropean footprintDerivatives

Market technology

2010

20092004: Acquisition of BRUT

20062007

2005

Deepen liquidity poolImproved FIX connectivity 2010: Acquisition of SMARTS

Market surveillance solutions

2008: Acquisition ofNord PoolCommodities

2008: Majority investment in IDCGClearing for interest rate swaps andother fixed income derivatives

(1)

(1)2005 2006 2007 2008 2009 2010 PF 2010E(1)

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Source: Company filings.Note: Synergy assumptions subject to due diligence.(1)Pro Forma for acquisition of NYSE Euronext and run-rate synergies.

evenue: , , , ,


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NASDAQ OMXs Successful Track Record

Fastest and most scalable trading platform on the planet has become theestablished industry standard

Im roved latenc , increased functionalit , better reliabilit and com etitive ricin Fast and seamless integration consolidated 3 trading systems onto 1 technology

platform in 9 months. Accretion in less than one year

OMX

Improved market structure through introduction of central counterparty clearing and

implementation of INET platform cash trading turnover increased 27% comparedwith 15% for Euronext (1)

Combined INET platform with next Genium to deliver next generation of exchangetechnolo

Retained local character of individual markets, respectful of local governance andheritage

Exceeded $100M of promised expense synergies in only 10 months, 14 monthsahead of schedule

PHLX

Accretive within first quarter of closing the deal Growth in market share of U.S. equity options from 15% to 30% Migrated to INET trading platform $65M in expense synergies within 9 months, significantly ahead of target

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(1) Reflects electronic order book turnover From Q109 to Q410


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Nasdaq OMXs Successful M&A Track RecordFulfilling and surpassing expectations

The Promise The Reality

"NASDAQ has extensive ex erience in inte ratin The integration of both the PHLX and OMX acquisitions aree very oSynergies

technologies and businesses and we will be able toseamlessly integrate PHLX with the NASDAQ Stock Market."

-- Nasdaq Press Release, 7 November 2007

trac ng s gn cant y a ea o sc e u e. anagement moveforward its accretion targets for both transactions to 4Q08

and 1Q09, respectively.-- Jeffries & Co. Analyst Note, August 2008

IntegrationExecution

This combination[with OMX] provides our organizationswith the ability to grow and accelerate the global flow ofequity capital. At the same time, it provides us with anexcellent platform for further expansion into derivatives andother asset classes.

-- Nasdaq / OMX Press Release, 25 May 2007

the company has been able to integrate acquisitions wellgiven the superior scalability of its operating platform andmaintain much higher operating margins than its majorcompetitor.

-- William Blair & Co. Analyst Note, June 2009

We've committed certain synergy targets on both therevenue and the expense side for the large deals and we'redoin what we do well and that is to focus on the o eration

We view deal integration and cost extraction as a corestrength for NASDAQ. As the company realizes deal-relatedcost synergies associated with its recent and upcomingacquisitions we expect the company will experiencesi nificant mar in ex ansion back toward the levels

ExecutionPerformance

and the execution of the business plan, and that's what we'refocused on right now.

-- Bob Greifeld, Financial Times View from the TopInterview, 11 March 2008

experienced by legacy NASDAQ.-- Credit Suisse, June 2008

[Greifelds] dealmaking has dramatically increased sales andearnings at Nasdaq.

-- Forbes Company of the Year: Nasdaq, by Daniel

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Fisher, 18 December 2008


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NYSE Euronexts Integration History

$275M in ex ense s ner ies tar eted in 3 earsOperating Income & Net Income

Performance

Synergies didnt deliver as promised

$100M in promised revenue synergies neverrealized33%30%

40%

2007 vs. 2010 1

Declining EPS &Margins

From 2007 to 2010: Revenues are off 9% Operating Income is down 25%

22%

0%

10%

20%

Margins declined from 40% to 33 %

-25%-22%

-30%

-20%

-10%

ValueDestruction

$1.6 billion impairment charge taken in Q408 toreflect failure to deliver promised returns foracquisition NYSE Euronext NASDAQ OMX

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1. Source: NASDAQ OMX results; company website: ir.nasdaq.com. 2007 reflects pro forma non-GAAP results and are adjusted to include the results of OMX and PHLX for the period reported, and excludes

certain items that are non-recurring in nature. 2010 reflects non-GAAP results and excludes certain items that are non-recurring in nature. NYSE Euronext : 2007 results reflect pro forma non-GAAP results reported in earnings release dated February 5, 2008. 2010 results reflect non-GAAP results reported in earnings release dated

February 8, 2011


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NYSE Euronexts Integration History


NYSE predicted that the deal would globally redefine the

Integration

Delays

revenue synerg es es ma e a m on. samount, approximately $250 million result from the overall

rationalisation of the combined group's IT systems andplatforms . -- NYSE Press Release, 1 June 2006

mar e p ace or ra ng cas an er va ves secur es,producing significant benefits for shareholders, issuers, and

users. Four years later the NYSE and Euronext haven't evenintegrated their trading platforms.-- NYSE and Deutsche Brse: Bigger Does Not Always Mean Better, Fortune, 9 March 2011

ValueDestruction

This mergerwill deliver significant shareholder valuefrom substantial, quantified and deliverable synergies.

-- NYSE Press Release, 1 June 2006

NYSE has a long way to go before benefits are fully realized.Investors should not expect significant EPS growth in the nearterm.

-- Deutsche Bank Analyst Note, 11 February 2009

The company will also be well positioned to leverage both The Euronext platformhas seen its market share of

Market ShareDecline

, ,

and broaden existing businesses into areas of futuregrowth.

-- NYSE Letter to Euronext N.V., 22 May 2006

.

from 97.5 percent in early 2008, ThomsonReuters datashows

-- In German Deal, Will Wall Street Rule? Reuters, 22 February 2011

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Deutsche Brses Integration History

$2.8 billion purchase of ISE in 2007 25%30%

35%

40%

80

100

120

ISE

Integration

Difficulties

a e o n egra e ec no ogy p a orms yearsfollowing transaction ISE still powered byNASDAQ OMX Technology

0%

5%10%

15%

20%

0

20

40

60

Declining Significant loss in market share, falling from ~ 30%

Volume Share

NASDAQ OMX PHLXBusiness

30%)

10%

15%

20%

25%

30%

35%

40

60

80

100

120

ValueDestruction

Multiple impairment charges realized on ISEacquisition

416 million impairment charge taken in Q409 450 million impairment charge taken in Q410

0%5%

0

20

Volume Share

20


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Deutsche Brses Integration History


ISE, long the leader in U.S. equity options market share,last month dropped to fourth place behind the Chicago

Market Share

Decline

global derivatives marketplace and will create theundisputed market leader in individual equity, equityindex and interest rate derivatives worldwide.

-- DB Press Release, 30 April 2007

Board Options Exchange and exchange operators NYSEEuronext, and Nasdaq OMX, according to the Options

Clearing Corp.-- Impairment to hit Deutsche Brse profits, Reuters,19 January 2010

New

TechnologyDelay

The International Securities Exchange (ISE) andEurex announced they will jointly develop a new

Options Trading System for ISE. -- DB Press Release, 30 January 2008

The introduction of a new options trading system,developed by Deutsche Brse and originally slated forlaunch in November, has been pushed back and is now

expected to begin rolling out in April 2011, the ISE reportedWednesday.-- Deutsche Brse To Report ISE Impairments As Soon As Fri-Source, Dow Jones, 8 December 2010

This transaction further ex ands Deutsche BrsesDeutsche Brse is to take an impairment charge of about450m on its investment in the International Securities

ValueDestruction

leading position in the fast growing global derivativesmarkets. The agreement is a strategic milestone for usthat will further fuel our strong growth prospects andcreate significant value for shareholders.

-- DB CEO Reto Francioni, Press Release, 30 April 2007

Exchange, reflecting the sharp downturn in trading at theUS options exchange a previous 416m impairment lastyear contributed to Deutsche Brse's first quarterly loss asa listed company.

-- Deutsche Brse Hit By 450m ISE Writedown, Financial Times, 10 December 2010

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Regulatory and Competitive Considerations

From 1995 to 2010, listings on U.S. exchanges shrank from 8,000 to, w e s ngs on non- . . exc anges grew rom , o ,

Since 2006, only 9 of the 100 largest IPOs listed in the U.S.

Competition for Listings

Creates deeper & more liquid markets Improves transparency Global competition for listings is growing & the U.S. is losinground

Regulatory Benefits

Standardizes market access & connectivity Enhances effectiveness of regulation Creates a better advocate for issuers on regulatory matters

An increasing number of companies, including U.S. firms,now list outside their home markets

The market for raising capital is not limited to listings andincludes private equity

The combined company can create a more attractive platformfor raising capital and increase U.S. competitiveness in theglobal listings market

Listing fees and rules are closely regulated Competition in the U.S. is limited and largely about services

that are also offered by a wide variety of other companies

Equity and options trading markets are fragmented and highlycompetitive

Low barriers to entry exist to create new trading venues

Trading Competition

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Highly Diversified Pro Forma Revenue CompositionSignificant diversification across multiple business lines and geographies

Combined NASDAQ NYSE Euronext2010 Total Pro Forma Net Revenues $3,312 mm (1)

Cash Equities

OtherWell diversified revenuebase with no significant

10%

14%

21%

ra ng

TechnologyHighly synergistic andcomplementary lines ofbusiness

21%

13%Derivatives

Market Data

Strong competitivepositions across all majorbusiness lines

Issuer Services

transaction and fee-basedrevenues results in astrong cash flow business

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(1) Recategorized NASDAQ OMX Global Index as Market Data.


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Pro Forma ICE A Leading Innovator inGlobal Derivatives Markets

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Compelling Strategic RationaleUnique opportunity to significantly enhance ICEs position as a leading operator ofintegrated futures exchanges and over-the-counter (OTC) markets, clearing houses,trade processing and data services for the global derivatives markets

UNIQUE OPPORTUNITY

TO ENHANCE GLOBALDERIVATIVESFRANCHISE

gn can y expan s pro uc o er ng w e s ea ng n eres ra e u ures comp exAdds greater diversification and distribution capabilities

Enhances position across multiple asset classes spanning energy, commodities, interest rates,credit and foreign exchangeSuperior solution for European derivatives market enhances competition and innovation

COMPELLING VALUECREATION

Greater value creation - opportunistic approach to unlocking value for ICE stockholders, aswell as market participantsModestly GAAP EPS dilutive in year 1 and accretive to ICE stockholders in year 2Capitalizes on ICEs leadership in derivatives, innovation and positioning markets for growth inEurope

SIGNIFICANT

everages e s esta s e presence an ran to vers y geograp ca yMaintains substantial financial flexibility to pursue additional strategic opportunities or otherexisting organic growth initiatives

Approximately $200 million in run-rate synergies expectedO ortunities to consolidate technolo latforms and eliminate other overla in ex enses

SYNERGIES

PROVEN INDUSTRY

Clearing synergies through internalization of clearing services currently provided by others

Proven track record of successful acquisitions and integrationsConsistent ability to execute and create significant value for stockholders and market

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Disciplined approach to acquisitions with proven record of enhancing stockholder value

Note: Synergy assumptions subject to due diligence.


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Leading Innovator in Global Derivatives MarketsAn ICE and Liffe combination creates a leading global, end-to-end derivativesfranchise spanning energy, commodities, interest rates, credit and foreign exchange

Further expansion into the European markets

EXPANSIVE PRODUCT

OFFERING

New entry into European and U. . interest rates productsExpansion of ICEs financial futures offeringAugments ICEs leading OTC franchiseComplementary agricultural product sets

LEADING TECHNOLOGYPLATFORM

market efficienciesOpportunity for significant cost savings by replacing Liffe Connect technology platform

Greater scale of operations in London market and increased exposure to European

LEVERAGE EXISTINGEUROPEAN FOOTPRINT

Utilizes ICEs existing London based clearinghouse - first new clearinghouse in London inover a centuryICE and Liffe already share common clearing technology which is currently owned andoperated by NYSE EuronextGreater market efficiencies ained b eliminatin outsourcin of clearin functions

INNOVATIONLEADERSHIP

Proven ability to stimulate growth through market and technology innovationCreation of OTC energy clearingEstablishment of leading CDS clearing house

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Development of most successful new product suite in recent history


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Greater Product and Geographic Diversification

MarketData &

CDS OTC9%

InterestEnergyFutures

Ags4%

Other2%

Pro Forma Business Mix Net Revenues (%)Pro Forma Business Mix Net Revenues (%)Pro Forma Product Mix Volumes (1) (%)Pro Forma Product Mix Volumes (1) (%)

Futures61% (2)

Global

Other11%

Rates38%

EquityDerivatives

13%

2010Revenues2010Volumes

OTC20%

OTCEnergy

22%

Pro Forma Geographic Mix Net Revenues (%)Pro Forma Geographic Mix Net Revenues (%)

2010 Total Pro Forma Net Revenues: $1.8bn

Pro Forma Geographic Mix Volumes (1) (%)Pro Forma Geographic Mix Volumes (1) (%)

2010 Pro Forma Contracts: 1.5bn (1)

US34%

US29%

Canada


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Comprehensive Coverage of Derivatives MarketsLiffe expands ICEs coverage of global derivatives with its leading European interestrates complex

ICE Regulated Futures Exchanges ICE OTC ICE Data & ServicesICE Data & Services

EUROPE ENERGY

Brent CrudeWTI Crude

OTC CONTRACTS

OTC EnergyOil and refined products

US & CANADAAGRICULTURAL

CocoaCoffee

FINANCIAL

Currency PairsUS Dollar Index

MARKET DATA

Real-time prices/screensIndices and end of day

LIFFE FUTURES

Short Term InterestRates

ru eGas OilEuropean Natural GasU.K. Electricity

CoalEmissions

Physical/Financial powerNatural gas liquids

o onSugarOrange JuiceBarley

Canola OilEmissions

usse n exesTick-data, time and salesMarket price validationsForward Curves

SERVICESOTC Credit Creditex

Term Interest RatesEuropean EquityIndexesCommoditiesCurrencies

ICE eConfirmICE LinkYellowJacketBallistaChatham EnergyCoffee Grading

,names, structuredproducts

BCLEAR

Processing for OTCDerivativesContracts

ICE mobile

ICE Clear US, ICE Clear Canada ICE Clear Europe Interest Rates,CDS and Energy The Clearing Corp, ICE Trust

Global Clearing Houses

28

Integrated Markets, Clearing and Technology


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Significant Synergy Opportunities for the Combined ICE

Full run-rate synergies of approximately $200 million per year by end of 2014

TECHNOLOGY ANDMigration of Liffe derivatives markets to ICEtechnology platform

Run-Rate SynergiesRun-Rate Synergies DescriptionDescription

~$100mm

ADMINISTRATIVE COSTS Elimination of duplicative corporate andadministrative overhead

Transition of outsourced services for defaultfund and default fund management for NYSE~$100mmCLEARING RELATEDSERVICES ANDREVENUE

Liffe ClearingInternalization of clearing services for Paris,Amsterdam, Brussels and Lisbon derivativesmarkets currently provided by others

~$200mm

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Note: Synergy assumptions subject to due diligence.


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Increased Financial StrengthCombination increases ICEs financial scale while maintaining significant flexibility topursue other strategic opportunities and organic growth initiatives

Combined Combined withSynergiesNYSE Liffe

2010 Revenues2010 Revenues

2010 EBITDA2010 EBITDA

$1,800 mm

$1,193 mm

$1,150 mm

$783 mm(1)

~$650 mm (2)

~$410 mm(3)

$1,860 mm

$1,381 mm

12/31/10 Debt12/31/10 Debt $2,229 mm$579 mm $2,229 mm

Source: Company filings.Note: Synergy assumptions subject to due diligence.

Debt / EBITDA (x)Debt / EBITDA (x)1.9x0.7x 0.0x 1.6x

30

s a non- num er cacua e y a ng opera ng ncome an a ng ac an merger reae expenses, w c s cacua e as o ows: = pera ng ncome +$121M D&A + $10M Merger Related Expenses.

(2) Includes NYSE Liffe net revenues of $583 million and NYSE Derivatives Market Data and Other Revenues of $83 million allocated between NYSE Liffe and US Options by net revenue contribution.(3) NYSE Liffe EBITDA estimated assuming an EBITDA margin of ~63%. Excludes ICE estimated portion of NYSE Euronexts derivatives segment attributable to US Options business.


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Strong Commitment to European MarketsA combined ICE and Liffe will enhance European competition and foster greaterinnovation to the benefit of the European markets

GOVERNANCE ANDREGULATION

Combination of ICE and Liffe will create a new force in European derivatives and will

strengthen competition in the European derivatives sectorNo change in regulators

EUROPEANOPERATIONS AND

BRANDING

ICEs European derivatives business will continue to be based in LondonConsolidation of technology platforms will create greater market and operating efficiencies

CLEARING

Continue to use ICEs existing clearinghouse in LondonPost-trade and clearing technology already shared by ICE and Liffe ClearingEuropean derivatives will continue to be cleared in London

INNOVATION

Proven track record of bringing innovation and investment to European marketsTransformed ICE Futures Europe through introduction of electronic tradingICE Clear Europe was first derivatives clearinghouse to be established in London for over 100 years

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Led clearing of credit default swaps in Europe


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Proven Track Record of Successful AcquisitionsHistory of realizing synergies on or ahead ofschedule

Demonstrated ability to efficiently andeffectivel inte rate ac uisitions

2008/2009: Acquisition ofthe Clearing Corp andlaunched CDS clearing inU.S. & Europe

Acquisition ofNYSE Liffe

Proven record of driving further growth and

generating premium value for all stockholdersDisciplined approach to acquisitions

2008: Acquisition of

Creditex

Superior solutionfor Europeanderivativesmarket

2010

2008

20092001: Acquisition ofInternational PetroleumExchangeICEs business expands

globally into futures withacquisition of London-based

Electronification of NYBOT

2004 20052006

2003

2007IPE

2008: Acquisitionof Yellow Jacket

2010: Acquisition ofClimate Exchange

2003 2004 2005 2006 2007 2008 2009 2010 PF 2010E(1)

2005: ICE IPO 2007: Acquisition of Winnepeg

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: , ,Source: Company filings.Note: Synergy assumptions subject to due diligence.(1) Pro Forma for acquisition of NYSE and run-rate synergies.


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Summary

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Compelling & Superior Proposal - $42.50 Per Sharereater ene ts to a sta e o ers an more respons ve to g o a mar et structure

evolutionNYSE EURONEXT STOCKHOLDERS NASDAQ OMX AND ICE STOCKHOLDERS

$42.50 per share offer represents greater value for NYXstockholders 19% premium to Deutsche Brse offer (1)

Opportunity to participate in value creation through$740mm in combined synergies 2 and enhanced growthprospects

Creates more diversified and efficient platforms in coremarkets

Significant value creation for both stockholder basesfrom revenue and expense synergies

Meanin ful earnin s accretionGreater immediate value through cash component andlonger term through NASDAQ OMX and ICE stock

Strengthens European equity markets by creating a new,truly pan-European equity trading platform

Europe

,

USCreates deeper liquidity pools, better price discovery forinvestors and greater market efficiencies in US cash

Creates major new force in European derivatives which willsignificantly enhance competition

Invigorates market and technology innovation throughoutequities and derivatives markets

Secures Paris and London as remier International financial

equ es an equ y op ons

Provides greater flexibility to invest in ongoing innovationand platform enhancements with increased scale

Solidifies US leadership in global capital markets

Enhances customer benefits b rovidin consolidated view

34

hubs

Note: Synergy assumptions subject to due diligence.(1) Based on Deutsche Brseclosing price of 53.55 and $ / exchange rate of 1.42 as of March 31, 2011. (2) Reflects combined NASDAQ OMX and ICE synergies

of fragmented marketplace

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NASDAQOMXProposalforNYSE04012011

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