Form 425
A Superior Alternative for Global Markets:
Growth, Competition and Stockholder Value
NASDAQ OMX & ICE Proposal to Acquire NYSE Euronext
April 1, 2011
Filed by The NASDAQ OMX Group, Inc
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Subject Company: NYSE Euronext
Commission File No.: 001-33392


2
Disclaimer
Forward-Looking
Statements
Information set forth in this communication contains forward-looking statements that involve a number of risks and uncertainties. NASDAQ OMX and the Intercontinental Exchange, Inc. (“ICE”) caution 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
future
financial
results,
growth,
trading
volumes,
tax
benefits
and
achievement
of
synergy
targets,
(ii)
statements
about
the
implementation
dates
and benefits of certain strategic initiatives, (iii) statements about integrations of recent acquisitions, 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
and
ICE’s
control.
These
factors
include,
but
are
not
limited
to,
NASDAQ
OMX’s
and
ICE’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
each
of
NASDAQ
OMX’s
and
ICE’s
filings
with
the
U.S.
Securities Exchange Commission (the “SEC”), including (i) NASDAQ OMX’s annual reports on Form 10-K and quarterly reports on Form 10-Q that are available on NASDAQ OMX’s website at
http://nasdaqomx.com and (ii) ICE’s annual reports on Form 10-K and quarterly reports on Form 10-Q that are available on ICE’s website at http://theice.com. NASDAQ OMX’s and ICE’s filings are also
available on the SEC website at www.sec.gov. Risks and uncertainties relating to the proposed transaction include: NASDAQ OMX, ICE and NYSE Euronext will not enter into any definitive agreement with
respect to the proposed transaction; required regulatory approvals and financing commitments will not be obtained on satisfactory terms and in a timely manner, if at all; the proposed transaction will not be
consummated; the anticipated benefits of the proposed transaction will not be realized; and the integration of NYSE Euronext’s operations with those of NASDAQ OMX or ICE will be materially delayed or will
be more costly or difficult than expected.  NASDAQ OMX and ICE undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.
Important
Information
About
the
Proposed
Transaction
and
Where
to
Find
It:
Subject to future developments, additional documents regarding the transaction may be filed with the SEC.  This material is not a substitute for the joint proxy statement/prospectus or any other documents
NASDAQ
OMX,
ICE
and
NYSE
Euronext
would
file
with
the
SEC.
Such
documents,
however,
are
not
currently
available.
INVESTORS
ARE
URGED
TO
CAREFULLY
READ
THE
PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER DOCUMENTS NASDAQ OMX, ICE AND NYSE EURONEXT WOULD FILE WITH THE SEC, IF AND WHEN
THEY BECOME AVAILABLE, BECAUSE SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION.  Investors will be able to obtain a free copy of the joint proxy statement/prospectus, if and when
such document becomes available, and other relevant documents filed by NYSE Euronext, ICE and/or NASDAQ OMX, without charge, at the SEC’s website (http://www.sec.gov). Copies of the final proxy
statement/prospectus, if and when such document becomes available may be obtained, without charge, by directing a request to NASDAQ OMX at One Liberty Plaza, New York, New York 10006, Attention:
Investor Relations, in the case of NASDAQ OMX’s filings, or ICE, at 2100 RiverEdge Parkway, Suite 500, Atlanta, Georgia, 30328, Attention: Investor Relations; or by emailing a request to ir@theice.com, in
the case of ICE’s filings.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would
be
unlawful
prior
to
registration
or
qualification
under
the
securities
laws
of
any
such
jurisdiction.
No
offering
of
securities
shall
be
made
except
by
means
of
a
prospectus
meeting
the
requirements
of
Section
10 of the U.S. Securities Act of 1933, as amended.
Non-GAAP
Information
In addition to disclosing results determined in accordance with GAAP, NASDAQ OMX and ICE also disclose certain non-GAAP and pro forma non-GAAP results of operations, including net income, diluted
earnings per share, operating expenses, and operating income that make certain adjustments or exclude certain charges and gains that are described in the reconciliation table of GAAP to non-GAAP and pro
forma non-GAAP information provided in the appendix to this presentation. Management of each company believes that this non-GAAP and pro forma non-GAAP information provides investors with additional
information to assess NASDAQ OMX's and ICE’s operating performance by making certain adjustments or excluding costs or gains and assists investors in comparing our operating performance to prior
periods.
Management
of
each
company
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.
Participants
in
the
Solicitation:
NASDAQ OMX, ICE, and their respective directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. You can find
information about NASDAQ OMX and NASDAQ OMX’s directors and executive officers in NASDAQ OMX’s Annual Report on Form 10-K, filed with the SEC on February 24, 2011, NASDAQ OMX’s proxy
statement,
filed
with
the
SEC
on
April
16,
2010
for
its
2010
annual
meeting
of
stockholders,
and
NASDAQ
OMX’s
current
reports
on
Form
8-K,
filed
on
February
14,
2011
and
February
24,
2011.
You
can
find
information about ICE and ICE’s directors and executive officers in ICE’s Annual Report on Form 10-K, filed with the SEC on February 9, 2011, ICE’s current report on Form 8-K filed on March 7, 2011 and in
ICE’s proxy statement for its 2010 annual meeting of stockholders, filed with the SEC on April 5, 2010.  Additional information about the interests of potential participants will be included in the joint
prospectus/proxy statement, if and when it becomes available, and the other relevant documents filed with the SEC.
Website
Disclosure
We
intend
to
use
each
of
our
websites,
www.nasdaqomx.com
and
www.theice.com
as
a
means
for
disclosing
material
non-public
information
and
for
complying
with
SEC
Regulation
FD
and
other
disclosure
obligations.
These
disclosures
will
be
included
on
our
website
under
“Investor
Relations
Events
and
Presentations.”


Strengthens European equity markets by creating a new,
truly pan-European equity trading platform
Creates major new force in European derivatives which will
significantly enhance competition
Invigorates market and technology innovation throughout
equities and derivatives markets
Secures
Paris
and
London
as
premier
International
financial
hubs
Greater benefits to all stakeholders and more responsive to global market structure
evolution
Compelling & Superior Proposal -
$42.50 Per Share
$42.50 per share offer represents greater value for NYX
stockholders
19%
premium
to
Deutsche
Börse
offer
(1)
Opportunity to participate in value creation through
$740mm
in
combined
synergies
2
and
enhanced
growth
prospects
Greater immediate value through cash component and
longer term through NASDAQ OMX and ICE stock
NYSE EURONEXT STOCKHOLDERS
NASDAQ OMX AND ICE STOCKHOLDERS
Creates more diversified and efficient platforms in core
markets
Significant value creation for both stockholder bases
from revenue and expense synergies
Meaningful earnings accretion
Europe
INVESTORS, ISSUERS AND OTHER MARKET PARTICIPANTS
US
Creates deeper liquidity pools, better price discovery for
investors and greater market efficiencies in US cash
equities and equity options
Provides greater flexibility to invest in ongoing innovation
and platform enhancements with increased scale
Solidifies US leadership in global capital markets
Enhances customer benefits by providing consolidated view
of fragmented marketplace
3
Note: Synergy assumptions subject to due diligence.
(1) Based on Deutsche Börse closing price of €53.55 and $ / € exchange rate of 1.42 as of March 31, 2011.  (2) Reflects combined NASDAQ OMX and ICE synergies


The NASDAQ OMX and ICE have submitted a joint proposal to acquire NYSE Euronext
for $13.3 billion in aggregate value
Transaction Overview
Liffe
Equity Derivatives
NYSE Liffe US
New York Portfolio Clearing
Clearing
US Cash Trading
European Cash Trading
US Listings
European Listings
US Options
Transaction Services
Data Services
Infrastructure Services
Acquired by
$4,698 mm in ICE stock
$1,650 mm in cash
$6,348 mm total
Acquired by
$2,784 mm in NDAQ stock
$2,121 mm in cash
$2,074 mm in assumed NYX debt
$6,979 mm total
NYSE Euronext
DERIVATIVES
CASH TRADING & LISTINGS /
US OPTIONS
INFORMATION SERVICES &
TECHNOLOGY SOLUTIONS
4


5
Proposed Transaction Summary
STRUCTURE
CONSIDERATION
IMPLIED NYX PRICE
PER SHARE
PREMIUM TO:
CLOSE 3/31/11
CURRENT DEUTSCHE  
BÖRSE OFFER
UNAFFECTED NYX PRICE
(2/8/11)
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
Information Services & Technology Solutions businesses
In a contemporaneous transaction, ICE to acquire NYSE Liffe including Liffe US and NYPC
0.4069 shares of NDAQ stock per NYX share
0.1436 shares of ICE stock per NYX share
$14.24 in cash per NYX share
Represents 66% in NDAQ / ICE stock and 34% in cash
$42.50
21%
19%
27%
ANTICIPATED CLOSING
Q4 2011, subject to government, regulatory and NYSE Euronext, NASDAQ OMX and ICE
stockholder approvals


6
The NASDAQ OMX and ICE proposal provides greater value, certainty and long-term
benefits for all stakeholders
Transaction Comparison
REGULATORY
MANAGEMENT /
GOVERNANCE
MARKET EFFICIENCIES
Creates new pan-European equity trading platform
with locally-governed exchanges with the ability to
effectively compete and innovate
Creates a new force in European derivatives which
will enhance competition
Credible management teams with proven ability to
integrate businesses and realize synergies
More balanced approach to governance
Strategically responsive to evolving market dynamics
Greater benefits for customers and investors
Reduces fragmentation of US equity markets
Common clearing technology used in European
derivatives
×
Reduces competition in European equity and
derivatives markets
×
Higher stockholder approval threshold for Deutsche
Börse
×
High transaction break-up fee
×
Significant implications for Paris and London markets
×
Consolidations
by
Deutsche
Börse
and
NYSE
Euronext have resulted in write downs of over $2.5
billion in the last three years
×
Continued fragmentation of US equity market
×
Increased execution risk complexities
STOCKHOLDER VALUE
Greater
absolute
value
-
$42.50
per
share
Proposal represents a 19% premium to the Deutsche
Börse offer
(1)
Stronger potential upside given superior growth
prospects and significant, realizable combined 
synergies of $740 million 2 annually
×
Lower absolute value
×
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
BRANDING
Combines to form NASDAQ NYSE Euronext
×
No name chosen
NASDAQ OMX and ICE Offer
Deutsche Börse Offer
(1) Based on Deutsche Börse closing price of €53.55 and $ / € exchange rate of 1.42 as of March  31, 2011.; (2) Subject to due diligence.   


Equities
and
derivatives
markets
will
benefit
from
enhanced
competition
and
innovation,
as
well as local governance and brands
Global Reach With Local Governance
Retains iconic NYSE brand
name
Combined headquarters in
New York
Expands New York’s
position as global financial
center
Enhances leadership
position in derivatives
across geographies and
asset classes
London remains a premier
derivatives financial market
Local governance
Reinvigorates Paris as a
leading European equity
market
OMX remains center of
excellence for technology
Stockholm remains Nordic
headquarters
Paris
Amsterdam
Brussels
Lisbon
Stockholm
Copenhagen
Helsinki
Iceland
EUROPEAN MARKETS
Riga
Tallinn
Vilnius
Armenia
ICE
Liffe
ICE
Futures
Europe
NASDAQ NYSE
NASDAQ Options
Market
PHLX
US MARKETS
PSX
Amex
BX
ICE
ICE
Futures US
ICE OTC
Liffe US
NASDAQ NYSE
NASDAQ Stock
Market
NYSE
Arca
7


8
$2.1
$1.9
$1.6
$1.4
$0.9
$0.8
$0.8
$0.7
$0.3
$0.2
PF ICE /
NYSE Liffe
$3.3
$3.0
$2.7
$1.9
$1.5
$1.1
$1.0
$0.9
$0.4
$0.4
NYSE Liffe
Deutsche
Börse
Combined
companies
create
greater
financial
value,
drive
greater
market
efficiencies
and
remain nimble to better capitalize on international market opportunities
CME
Group
PF
LSE / TMX
PF ICE /
Source: Company filings; financials adjusted for non-recurring items; FactSet, converted to US$ 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.
Enhanced Market Position
(3)
(2)
(1)
(2)
(1)
CME
Group
BM&F
Bovespa
PF
SGX / ASX
Hong Kong
Exchange
& Clearing
CBOE
BME
Deutsche
Börse
PF
LSE / TMX
Hong Kong
Exchange
& Clearing
BM&F
Bovespa
PF
SGX / ASX
BME
CBOE
PF NASDAQ NYSE
Euronext
PF NASDAQ NYSE
Euronext
Net
Revenues
2010
($
in
Billions)
EBITDA –
2010 ($ in Billions)


9
NASDAQ OMX and ICE have delivered double digit earnings growth through successful
acquisitions and integrations, despite a challenging macro economic environment
Source: Company filings; pro forma financials adjusted for non-recurring items.
Proven Ability to Deliver Growth
Q1 ’07 –
Q4 ’10 EPS Growth (%)
Full Year 2007 –
2010 EPS Growth (%)


10
Pro Forma NASDAQ OMX –
A Leading Global Exchange


11
Seizing the NYSE Euronext Opportunity
QUICKLY
DELEVER
STRONG FREE
CASH FLOW
Maximize use of free cash flow to accelerate debt
Target debt to EBITDA ratio below 2.5x within 18 months
Utilize strong cash flows to return capital to stockholders through dividends and stock
repurchases once target leverage is achieved
ACCRETION
Accretion expected 12 -18 months following close
Double
digit
accretion
achieved
soon
after
the
12
18
month
period
DISCIPLINED
APPROACH
Goal is to maintain investment grade rating
Firm view of value and discipline to walk away
Maximize use of free cash flow to accelerate debt retirement
BUILDING FROM
STRENGTH
Record non-GAAP earnings of $0.55 achieved in Q4’10 with new record expected in Q1’11
Affords
us
flexibility
to
respond
to
this
unplanned
opportunity,
while
continuing
to
pursue
current growth plans
Proven management team


12
The combined NASDAQ OMX and NYSE Euronext will have leading capabilities in
equities, derivatives, issuer services, indexes and market technology
Redefining the Global Marketplace
SCALE /
DIVERSIFICATION
INNOVATION
TRANSPARENCY
Increases scale and efficiency to improve
global competitiveness
Greater revenue diversification across
products/services and geographies
Redefines exchange landscape through
technology-driven innovation to serve the needs
of a diverse customer base
Increases investor confidence, resulting in more
liquid markets, thereby driving equity flow and
attracting new issuers
VALUE
CREATION
$610 million in estimated annual expense
synergies to drive meaningful earnings accretion,
beginning in 2013
PROVEN
INTEGRATOR
Proven industry consolidator
Strong track record of successful acquisitions
Consistently able to meet or exceed synergy
targets ahead of stated timeline


13
COST SYNERGIES
REVENUE SYNERGIES
Consolidation of equity and US options technology platforms
Elimination of duplicative corporate and administrative
overhead
Consolidation of data centers
Streamlining operations
Sales of corporate solutions, technology services and index
products to an expanded customer base in US and Europe
Run-Rate Synergies
Description
~$610 mm
1
~$20 mm
SAVINGS TO
CUSTOMERS
Efficiencies will be passed on to issuers, trading firms, and
investors
~($90 mm)
~$540 mm
Accretion expected 12 -18 months following close with double digit accretion achieved
soon after
Significant Synergy Opportunities for the Combined
NASDAQ OMX and NYSE Euronext
Note: Synergy assumptions subject to due diligence.
(1) Includes $90 million of depreciation and amortization savings.


14
Combination increases NASDAQ OMX’s scale and efficiency, driving meaningful value
for stockholders
Enhanced Financial Scale and Market Position
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.
(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 Euronext 2010 10K.
(6) Represents pro forma debt at 12/31/2010, including $2.1 billion of acquisition financing.
2010 Revenues
2010 EBITDA
12/31/10 Debt
Debt / EBITDA (x)
$1,522 mm
$798 mm
(1)
$2,321 mm
(4)
2.91x
~$1,860 mm
(2)
~$700 mm
(3)
$2,074 mm
(5)
Combined with Full
Run Rate Synergies
$3,312 mm
$1,950 mm
$6,515 mm
(6)
3.34x
NYSE Euronext
Acquired Businesses


15
Consistently able to meet or exceed synergy
targets ahead of timeline
OMX acquisition delivered $100mm in expense
synergies in 10 months, 14 months ahead of
schedule
PHLX acquisition was accretive to stockholders
within the first quarter of transaction close
2005: Acquisition of INET
Leverageable and low-cost
trading platform
Improved trade execution
2008: Acquisition of
OMX
European footprint
Derivatives
Market technology
2008: Acquisition of PHLX
Premier options trading
platform
2008: Acquisition of
Nord Pool
Commodities
2008: Majority investment in IDCG
Clearing for interest rate swaps and
other fixed income derivatives
Source: Company filings.
Note: Synergy assumptions subject to due diligence.
(1)
Pro Forma for acquisition of NYSE Euronext and run-rate synergies.
2006
2007
2008
2010
2005
2009
2010: Acquisition of FTEN
Real-Time Risk Management
Acquisition of
NYSE Euronext
Cash equities
and options in
the US and
Europe
Scale and
diversification
play
2004: Acquisition of BRUT
Deepen liquidity pool
Improved FIX connectivity
2010: Acquisition of SMARTS
Market surveillance solutions
Proven Track Record of Successful Acquisitions
2005
2006
2007
2008
2009
2010
PF 2010E
(1)
Revenue:
$526
$687
$812
$1,460
$1,453
$1,522
$3,312


16
NASDAQ OMX’s Successful Track Record
INET
Fastest
and
most
scalable
trading
platform
on
the
planet
has
become
the
established industry standard
Improved latency, increased functionality, better reliability and competitive pricing
Fast and seamless integration
consolidated 3 trading systems onto 1 technology
platform in 9 months.
Accretion in less than one year
OMX
Successful acquisition
of Nordic and Baltic markets
Improved market structure through introduction of central counterparty clearing and
implementation
of
INET
platform
cash
trading
turnover
increased
27%
compared
with
15%
for
Euronext
(1)
Combined INET platform with next Genium to deliver next generation of exchange
technology
Retained local character of individual markets, respectful of local governance and
heritage
Exceeded $100M of promised expense synergies in only 10 months, 14 months
ahead 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
(1) Reflects electronic order book turnover From Q109 to Q410


17
The Promise
The Reality
Delivery of
Synergies
"NASDAQ has extensive experience in integrating
technologies and businesses and we will be able to
seamlessly integrate PHLX with the NASDAQ Stock Market."
--
Nasdaq Press Release, 7 November 2007
“The integration of both the PHLX and OMX acquisitions are
tracking significantly ahead of schedule. Management moved
forward its accretion targets for both transactions to 4Q08
and 1Q09, respectively.”
--
Jeffries & Co. Analyst Note, August 2008
Integration
Execution
“This combination[with OMX]  provides our organizations
with the ability to grow and accelerate the global flow of
equity capital. At the same time, it provides us with an
excellent platform for further expansion into derivatives and
other asset classes.”
--
Nasdaq / OMX Press Release, 25 May 2007
“…the company has been able to integrate acquisitions well
given the superior scalability of its operating platform and
maintain much higher operating margins than its major
competitor.”
--
William Blair & Co. Analyst Note, June
2009
Execution
Performance
“We've committed certain synergy targets on both the
revenue and the expense side for the large deals and we're
doing what we do well, and that is to focus on the operation
and the execution of the business plan, and that's what we're
focused on right now.”
--
Bob Greifeld, Financial Times View from the Top
Interview, 11 March 2008
“We view deal integration and cost extraction as a core
strength for NASDAQ. As the company realizes deal-related
cost synergies associated with its recent and upcoming
acquisitions we expect the company will experience
significant margin expansion back toward the levels
experienced by legacy NASDAQ.”
--
Credit Suisse, June 2008
“[Greifeld’s] dealmaking has dramatically increased sales and
earnings at Nasdaq.”
--
Forbes Company of the Year: Nasdaq, by Daniel
Fisher, 18 December 2008
Nasdaq OMX’s Successful M&A Track Record
Fulfilling and surpassing expectations


18
NYSE Euronext’s Integration History
Synergies
$275M in expense synergies targeted in 3 years
$100M in promised revenue synergies never
realized
Declining EPS &
Margins
From 2007 to 2010:
Revenues are off 9%
Operating Income is down 25%
Net Income decreased  22%
Margins declined from 40% to 33 %
Value
Destruction
$1.6 billion impairment charge taken in Q408 to
reflect failure to deliver promised returns for
acquisition
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
didn’t deliver as promised


19
NYSE Euronext’s Integration History
The Promise
The Reality
Integration
Delays
“…revenue synergies estimated at $375 million.
Of this
amount, approximately $250 million result from the overall
rationalisation of the combined group's IT systems and
platforms.
--
NYSE Press Release, 1 June 2006
“…NYSE predicted that the deal would ‘globally redefine the
marketplace for trading cash and derivatives securities,
producing significant benefits for shareholders, issuers, and
users.’
Four years later the NYSE and Euronext haven't even
integrated their trading platforms.”
--
“NYSE
and
Deutsche
Börse:
Bigger
Does
Not
Always
Mean Better,”
Fortune, 9 March 2011
Value
Destruction
“This merger…will deliver significant shareholder value
from 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 near
term.”
--
Deutsche Bank Analyst Note, 11 February 2009
Market Share
Decline
“The company will also be well positioned to leverage both
the NYSE and Euronext brands, including LIFFE, to expand
and broaden existing businesses into areas of future
growth.”
--
NYSE Letter to Euronext  N.V., 22 May 2006
“The Euronext platform…has seen its market share of
Euronext stocks dwindle to 65.5 percent of overall trading
from 97.5 percent in early 2008, ThomsonReuters data
shows…”
--
“In German Deal, Will Wall Street Rule?”
Reuters, 22
February 2011


20
Deutsche Börse’s Integration History
Integration
Difficulties
$2.8 billion purchase of ISE in 2007
Failed to integrate technology platforms 3 years
following
transaction
ISE
still
powered
by
NASDAQ OMX Technology
Declining
Business
Significant loss in market share, falling from  ~ 30%
in 2007 to 20 % in 2010 (PHLX is up from 15% to
30%)
Value
Destruction
Multiple impairment charges realized  on ISE
acquisition
€416 million impairment charge taken in Q409
€450 million impairment charge taken in Q410


21
Deutsche Börse’s Integration History
The Promise
The Reality
Market Share
Decline
“It will further strengthen Eurex’s position as the leading
global derivatives marketplace and will create the
undisputed market leader in individual equity, equity
index and interest rate derivatives worldwide.”
--
DB Press Release, 30 April 2007
“ISE, long the leader in U.S. equity options market share,
last month dropped to fourth place behind the Chicago
Board Options Exchange and exchange operators NYSE
Euronext, and Nasdaq OMX, according to the Options
Clearing Corp.”
--
“Impairment to hit Deutsche Börse profits,”
Reuters,                 
19 January 2010
New
Technology
Delay
“The International Securities Exchange (ISE) and
Eurex…
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 Börse and originally slated for
launch in November, has been pushed back and is now
expected to begin rolling out in April 2011, the ISE reported
Wednesday.”
--
“Deutsche Börse To Report ISE Impairments As     
Soon As Fri-Source”, Dow Jones, 8 December 2010
Value
Destruction
“This transaction further expands Deutsche Börse’s
leading position in the fast growing global derivatives
markets. The agreement is a strategic milestone for us
that will further fuel our strong growth prospects and
create significant value for shareholders.”
--
DB CEO Reto Francioni, Press Release, 30 April
2007
“Deutsche Börse is to take an impairment charge of about
€450m on its investment in the International Securities
Exchange, reflecting the sharp downturn in trading at the
US options exchange …a previous €416m impairment last
year contributed to Deutsche Börse's first quarterly loss as
a listed company.”
--
“Deutsche Börse Hit By €450m ISE Writedown,”
Financial Times, 10 December 2010


22
Competition for Listings
Creates deeper & more liquid markets
Improves transparency
Standardizes market access & connectivity
Enhances effectiveness of regulation
Creates a better advocate for issuers on regulatory matters
Global competition for listings is growing & the U.S. is losing
ground
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 and
includes private equity
The combined company can create a more attractive platform
for raising capital and increase U.S. competitiveness in the
global 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 highly
competitive
Low barriers to entry exist to create new trading venues
Regulatory and Competitive Considerations
Regulatory Benefits
Trading Competition
From 1995 to 2010, listings on U.S. exchanges shrank from 8,000 to
5,000 while listings on non-U.S. exchanges grew from 23,000 to 40,000
Since 2006, only 9 of the 100 largest IPOs listed in the U.S.


23
10%
14%
21%
21%
13%
21%
Significant diversification across multiple business lines and geographies
Combined NASDAQ NYSE Euronext
2010 Total Pro Forma Net Revenues $3,312 mm
(1)
Cash Equities
Trading
Derivatives
Issuer Services
Market Data
Technology
Other
Highly Diversified Pro Forma Revenue Composition
Well diversified revenue
base with no significant
concentrations
Highly synergistic and
complementary lines of
business
Strong competitive
positions across all major
business lines
Attractive mix of
transaction and fee-based
revenues results in a
strong cash flow business
(1) Recategorized NASDAQ OMX Global Index as Market Data.


Pro Forma ICE –
A Leading Innovator in
Global Derivatives Markets


25
Unique opportunity to significantly enhance ICE’s position as a leading operator of
integrated futures exchanges and over-the-counter (OTC) markets, clearing houses,
trade processing and data services for the global derivatives markets
Compelling Strategic Rationale
UNIQUE OPPORTUNITY
TO ENHANCE GLOBAL
DERIVATIVES
FRANCHISE
COMPELLING VALUE
CREATION
SIGNIFICANT
SYNERGIES
PROVEN INDUSTRY
CONSOLIDATOR
Significantly expands product offering with Liffe’s leading interest rate futures complex
Adds greater diversification and distribution capabilities
Enhances
position
across
multiple
asset
classes
spanning
energy,
commodities,
interest
rates,
credit and foreign exchange
Superior
solution
for
European
derivatives
market
enhances
competition
and
innovation
Greater
value
creation
-
opportunistic
approach
to
unlocking
value
for
ICE
stockholders, as
well as market participants
Modestly GAAP EPS dilutive in year 1 and accretive to ICE stockholders in year 2
Capitalizes on ICE’s leadership in derivatives, innovation and positioning markets for growth in
Europe
Leverages Liffe’s established presence and brand to diversify geographically
Maintains
substantial
financial
flexibility
to
pursue
additional
strategic
opportunities
or
other
existing organic growth initiatives
Approximately $200 million in run-rate synergies expected
Opportunities to consolidate technology platforms and eliminate other overlapping expenses
Clearing synergies through internalization of clearing services currently provided by others
Proven track record of successful acquisitions and integrations
Consistent ability to execute and create significant value for stockholders and market
participants
Disciplined approach to acquisitions with proven record of enhancing stockholder value
Note: Synergy assumptions subject to due diligence.


26
An ICE and Liffe combination creates a leading global, end-to-end derivatives
franchise spanning energy, commodities, interest rates, credit and foreign exchange
Leading Innovator in Global Derivatives Markets
EXPANSIVE PRODUCT
OFFERING
LEADING TECHNOLOGY
PLATFORM
LEVERAGE EXISTING
EUROPEAN FOOTPRINT
INNOVATION
LEADERSHIP
Further expansion into the European markets
New entry into European and U.S. interest rates products
Expansion of ICE’s financial futures offering
Augments ICE’s leading OTC franchise
Complementary agricultural product sets
Leverages ICE’s core technology platform to create greater economies of scale and
market efficiencies
Opportunity for significant cost savings by replacing Liffe Connect technology platform
Greater scale of operations in London market and increased exposure to European
customer base
Utilizes
ICE’s
existing
London
based
clearinghouse
-
first
new
clearinghouse
in
London in
over a century
ICE and Liffe already share common clearing technology which is currently owned and
operated by NYSE Euronext
Greater
market
efficiencies
gained
by
eliminating
outsourcing
of
clearing
functions
Proven
ability
to
stimulate
growth
through
market
and
technology
innovation
Creation of OTC energy clearing
Establishment of leading CDS clearing house
Development of most successful new product suite in recent history


27
Greater Product and Geographic Diversification
Source: Company filings.
(1) Excludes ICE OTC CDS volumes and Bclear.
(2) Liffe Futures revenues include revenues from Bclear.
2010
Revenues
2010
Revenues
2010 Total Pro Forma Net Revenues: $1.8bn
2010 Total Pro Forma Net Revenues: $1.8bn
2010
Volumes
2010
Volumes
2010 Pro Forma Contracts: 1.5bn
(1)
2010 Pro Forma Contracts: 1.5bn
(1)
Pro
Forma
Geographic
Mix
Volumes
(1)
(%)
Pro
Forma
Geographic
Mix
Net
Revenues
(%)
Pro
Forma
Business
Mix
Net
Revenues
(%)
Pro
Forma
Product
Mix
Volumes
(1)
(%)


28
EUROPE ENERGY
Brent Crude
WTI Crude
ASCI Crude
Gas Oil
European Natural Gas
U.K. Electricity
Coal
Emissions
Liffe expands ICE’s coverage of global derivatives with its leading European interest
rates complex
Comprehensive Coverage of Derivatives Markets
Integrated Markets, Clearing and Technology
ICE Regulated Futures
Exchanges
ICE OTC
ICE Data & Services
OTC CONTRACTS
OTC Energy
Oil and refined products
Physical/Financial gas
Physical/Financial power
Natural gas liquids
US & CANADA
AGRICULTURAL
Cocoa
Coffee
Cotton
Sugar
Orange Juice
Barley
Canola Oil
Emissions
FINANCIAL
Currency Pairs
US Dollar Index
Russell Indexes
MARKET DATA
Real-time prices/screens
Indices and end of day
reports
Tick-data, time and sales
Market price validations
Forward Curves
SERVICES
ICE eConfirm
ICE Link
YellowJacket
Ballista
Chatham Energy
Coffee Grading
ICE mobile
OTC
Credit
Creditex
CDS –
indexes, single
names, structured
products
ICE Clear US, ICE Clear Canada
ICE Clear Europe –
Interest Rates,
CDS and Energy
The Clearing Corp, ICE Trust
Global Clearing Houses
LIFFE FUTURES
Short Term Interest
Rates
Medium and Long
Term Interest Rates
European Equity
Indexes
Commodities
Currencies
BCLEAR
Processing for OTC
Derivatives
Contracts


29
Full run-rate synergies of approximately $200 million per year by end of 2014
Significant Synergy Opportunities for the Combined ICE
and Liffe
TECHNOLOGY AND
ADMINISTRATIVE COSTS
CLEARING RELATED
SERVICES AND
REVENUE
Migration of Liffe derivatives markets to ICE
technology platform
Elimination of duplicative corporate and
administrative overhead
Transition of outsourced services for default
fund and default fund management for NYSE
Liffe Clearing
Internalization of clearing services for Paris,
Amsterdam, Brussels and Lisbon derivatives
markets currently provided by others
Run-Rate Synergies
Description
~$100mm
~$100mm
~$200mm
Note: Synergy assumptions subject to due diligence.


30
Combination increases ICE’s financial scale while maintaining significant flexibility to
pursue other strategic opportunities and organic growth initiatives
Increased Financial Strength
Source: Company filings.
Note: Synergy assumptions subject to due diligence.
(1) ICE EBITDA is a non-GAAP number calculated by taking 2010 operating income and adding back D&A and merger related expenses, which is calculated as follows:  $783M EBITDA = $652 M Operating Income +
$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 Euronext’s derivatives segment attributable to US Options business.
2010 EBITDA
12/31/10 Debt
Debt / EBITDA (x)
Combined
$1,800 mm
$1,193 mm
$2,229 mm
1.9x
$1,150 mm
$783 mm
(1)
$579 mm
0.7x
~$650 mm
(2)
~$410 mm
(3)
0.0x
Combined with
Synergies
$1,860 mm
$1,381 mm
$2,229 mm
1.6x
NYSE Liffe
2010 Revenues


31
A combined ICE and Liffe will enhance European competition and foster greater
innovation to the benefit of the European markets
Strong Commitment to European Markets
GOVERNANCE AND
REGULATION
EUROPEAN
OPERATIONS AND
BRANDING
CLEARING
Combination
of
ICE
and
Liffe
will
create
a
new
force
in
European
derivatives
and
will
strengthen competition in the European derivatives sector
No change in regulators
ICE’s European derivatives business will continue to be based in London
Consolidation
of
technology
platforms
will
create
greater
market
and
operating
efficiencies
Continue to use ICE’s existing clearinghouse in London
Post-trade and clearing technology already shared by ICE and Liffe Clearing
European derivatives will continue to be cleared in London
INNOVATION
Proven track record of bringing innovation and investment to European markets
Transformed ICE Futures Europe through introduction of electronic trading
ICE Clear Europe was first derivatives clearinghouse to be established in London for over 100 years
Led clearing of credit default swaps in Europe


32
Proven Track Record of Successful Acquisitions
2004
2005
2006
2010
2003
2007
2008
2009
2003
2004
2005
2006
2007
2008
2009
2010
PF 2010E
(1)
History of realizing synergies on or ahead of
schedule
Demonstrated ability to efficiently and
effectively integrate acquisitions
Proven record of driving further growth and
generating premium value for all stockholders
Disciplined approach to acquisitions
2001: Acquisition of
International Petroleum
Exchange
ICE’s
business expands
globally into futures with
acquisition of London-based
IPE
2005: ICE IPO
2007: Acquisition of Winnepeg
2007: Acquisition &
Electronification
of NYBOT
2008: Acquisition
of Yellow Jacket
2008: Acquisition of
Creditex
2010: Acquisition of
Climate Exchange
2008/2009: Acquisition of
the Clearing Corp and
launched CDS clearing in
U.S. & Europe
Acquisition of
NYSE Liffe
Superior solution
for European
derivatives
market
Revenue:
$94
$108
$156
$314
$574
$813
$995
$1,150
$1,860
Source: Company filings.
Note: Synergy assumptions subject to due diligence.
(1) Pro Forma for acquisition of NYSE and run-rate synergies.


33
Summary


34
Strengthens European equity markets by creating a new,
truly pan-European equity trading platform
Creates major new force in European derivatives which will
significantly enhance competition
Invigorates market and technology innovation throughout
equities and derivatives markets
Secures
Paris
and
London
as
premier
International
financial
hubs
Greater benefits to all stakeholders and more responsive to global market structure
evolution
Compelling & Superior Proposal -
$42.50 Per Share
$42.50 per share offer represents greater value for NYX
stockholders
19%
premium
to
Deutsche
Börse
offer
(1)
Opportunity to participate in value creation through
$740mm
in
combined
synergies
2
and
enhanced
growth
prospects
Greater immediate value through cash component and
longer term through NASDAQ OMX and ICE stock
Creates more diversified and efficient platforms in core
markets
Significant value creation for both stockholder bases
from revenue and expense synergies
Meaningful earnings accretion
Europe
US
Note: Synergy assumptions subject to due diligence.
(1) Based
on
Deutsche
Börse
closing
price
of
€53.55
and
$
/
exchange
rate
of
1.42
as
of
March
31,
2011.
(2)
Reflects
combined
NASDAQ
OMX
and
ICE
synergies
Creates deeper liquidity pools, better price discovery for
investors and greater market efficiencies in US cash
equities and equity options
Provides greater flexibility to invest in ongoing innovation
and platform enhancements with increased scale
Solidifies US leadership in global capital markets
Enhances customer benefits by providing consolidated view
of fragmented marketplace
INVESTORS, ISSUERS AND OTHER MARKET PARTICIPANTS
NYSE EURONEXT STOCKHOLDERS
NASDAQ OMX AND ICE STOCKHOLDERS