DGAP-News: NASDAQ OMX Reports Fourth Quarter and Full Year 2012 Results


The NASDAQ OMX Group, Inc. 

31.01.2013 13:00
---------------------------------------------------------------------------



-- Fourth quarter 2012 non-GAAP diluted EPS of $0.64, tied for the second       
highest quarterly performance in the firm's history; fourth quarter 2012        
GAAP diluted EPS of $0.50                                                       
-- Fourth quarter net exchange revenues1 reach $419 million, the highest        
non-GAAP net exchange revenue level of the year. On an organic basis            
(constant currency and excluding acquisitions) fourth quarter revenue           
declined by 3 percent year-over-year                                            
-- Non-transaction based revenues were 71 percent of fourth quarter net         
exchange revenue, tied for the highest level in NASDAQ OMX's history            
-- 2012 non-GAAP operating expenses of $918 million came in below previous      
guidance range of $922 to $935 million                                          
-- Repurchased 11.5 million shares at an average price of $23.82 for a total    
cost of $275 million in 2012                                                    
NEW YORK, Jan. 31, 2013 (GLOBE NEWSWIRE) -- The NASDAQ OMX Group, Inc.          
 (Nasdaq:NDAQ) today reported results for the fourth quarter and full year 2012.
 Fourth quarter net exchange revenues were $419 million, driven by particularly 
 strong growth in our Corporate Solutions business.                             
Operating expenses were $244 million in the fourth quarter of 2012, compared to 
 $259 million in the prior year quarter. On a non-GAAP basis, fourth quarter    
 2012 operating expenses were $233 million, flat compared to the prior year     
 quarter.                                                                       
Fourth quarter 2012 non-GAAP diluted earnings per share were $0.64, up $0.01    
 compared to the prior year quarter. Non-GAAP earnings per share in the fourth  
 quarter of 2012 exclude $8 million of restructuring expenses, $4 million of    
 merger and strategic expenses, $3 million in sublease reserve expenses, $2     
 million of special legal expenses, and a $7 million value added tax refund     
 related to prior year periods. On a GAAP basis, net income attributable to     
 NASDAQ OMX for the fourth quarter of 2012 was $85 million, or $0.50 per diluted
 share, compared with $82 million, or $0.45 per diluted share, in the prior year
 quarter.                                                                       
'NASDAQ OMX ended 2012 with a strong finish to the year, driven by a significant
 pick-up in corporate activity coupled with solid performance in our U.S.       
 options, U.S. proprietary data products and global index businesses,' said Bob 
 Greifeld, CEO, NASDAQ OMX. 'While the volume environment remained weak in the  
 fourth quarter, we continued to expand our diversified, global portfolio of    
 businesses, increasing our stream of recurring revenues, generating strong cash
 flows and delivering attractive returns for our shareholders.'                 
Mr. Greifeld continued, 'Looking to 2013, we are encouraged to see positive,    
 multi week inflows from retail investors into U.S. equity mutual funds and some
 signs of improvement in the volume environment. As we move through the year, we
 will remain focused on strengthening our franchise by ensuring we have the     
 talent, structure and business portfolio to deliver for our clients and        
 shareholders. I believe we are creating the foundation for growth and          
 outperformance regardless of the economic, business or volume cycles.'         
Lee Shavel, NASDAQ OMX's EVP and Chief Financial Officer, said: 'Our cost       
 reduction plan was successful and we exited the year with $50 million in       
 run-rate savings. In 2012 we generated in excess of $500 million in free cash  
 flow, and we continued to deploy our cash flow in ways that benefit our        
 investors. During the year, we returned $275 million to shareholders through   
 buybacks, $65 million through our dividend program, and we purchased a number  
 of attractive assets, including BWise, NOS and the index business of Mergent,  
 Inc., including Indxis. We also recently announced the proposed acquisition of 
 Thomson Reuters' Investor Relations, Public Relations and Multimedia Solutions 
 businesses. I fully expect these acquisitions, coupled with our ongoing capital
 deployment efforts to drive substantial shareholder value in the years ahead.' 
At December 31, 2012, the company had cash and cash equivalents of $497 million 
 and total debt of $1,976 million, resulting in net debt of $1,479 million. This
 compares to net debt of $1,611 million at December 31, 2011. During the fourth 
 quarter of 2012, the company repurchased 2.1 million shares of outstanding     
 common stock under a share repurchase program, for a total of $50 million.     
 Since January 2010, NASDAQ OMX has repurchased $1,172 million of outstanding   
 common stock, representing 53.4 million shares at an average price of $21.97.  
BUSINESS HIGHLIGHTS                                                             
Market Services (64% of total net exchange revenues) - Net exchange revenues    
 were $270 million in the fourth quarter of 2012, down $11 million when compared
 to the fourth quarter of 2011.                                                 
Cash Equities (11% of total net exchange revenues) - Total net cash equity      
 trading revenues were $47 million in the fourth quarter of 2012, down $12      
 million compared to the fourth quarter of 2011. A lower level of industry      
 trading volumes and a slightly lower market share were partially offset by     
 positive revenue capture in both the U.S. and Nordic equity markets.           
Derivatives (18% of total net exchange revenues) - Total net derivative trading 
 and clearing revenues were $75 million in the fourth quarter of 2012, up $2    
 million compared to the fourth quarter of 2011. U.S. derivative revenues       
 increased 10% year-over-year on market share gains and positive revenue capture
 per traded contract. European derivative and clearing revenues declined $2     
 million on lower volumes.                                                      
Access and Broker Services (15% of total net exchange revenues) - Access and    
 broker services revenues totaled $65 million, up $4 million compared to the    
 fourth quarter of 2011. The increase was primarily driven by the uptake of new 
 products including 40G connectivity.                                           
Market Data (20% of total net exchange revenues) - Total Market Data revenues of
 $83 million reflect a $4 million decrease compared to the year ago quarter. The
 decrease was driven by a lower level of audit collections and lower U.S. tape  
 revenues.                                                                      
Issuer Services (24% of total net exchange revenues) - Revenues were $101       
 million in the fourth quarter of 2012, up $10 million compared to the fourth   
 quarter of 2011. The increase was driven by strength in the Corporate Solutions
 business which saw double digit revenue growth in the GlobeNewswire, Directors 
 Desk and Surveillance businesses. In addition, Corporate Solutions revenues    
 benefited from the acquisitions of BWise in May 2012 and Glide Technologies in 
 October 2011. The Global Index Group's revenues increased by $1 million, or 8%,
 year-over-year driven by an increase in the underlying assets associated with  
 licensed financial products due to product growth and newly executed product   
 licenses.                                                                      
Market Technology (12% of total net exchange revenues) - Revenues of $48 million
 in the fourth quarter of 2012 were flat compared to the fourth quarter of 2011.
 The Market Technology segment had exceptionally strong order intake of $95     
 million in the fourth quarter of 2012, rounding out a record year for new      
 business wins.                                                                 
COST GUIDANCE - For the full year of 2013, core operating expenses, including   
 $50 million of expenses related to 2012 acquisitions, are expected to be in the
 range of $910 million to $930 million, with an additional $50 million to $60   
 million in incremental new initiative spending, resulting in total operating   
 expenses in the range of $960 million to $990 million. This guidance excludes  
 expenses related to our previously announced cost reduction plan, expenses for 
 the proposed voluntary accommodation program and special legal expenses. We    
 anticipate that the effective tax rate may increase in 2013, due to the        
 potential loss of tax deductions resulting from changes in tax laws in certain 
 jurisdictions. The impact of such tax law changes has not yet been determined. 
 As a result, we expect a 2013 effective tax rate in the range of 34% to 37%.   
CORPORATE HIGHLIGHTS                                                            
-- Agreement to Acquire Thomson Reuters' IR, PR and Multimedia businesses.      
Announced agreement with Thomson Reuters to acquire the Investor Relations,     
Public Relations and Multimedia Solutions businesses, which provide             
insight, analytics and communications solutions to more than 7,000 clients      
worldwide. Upon completion of the transaction, these complementary              
businesses will be integrated into NASDAQ OMX Corporate Solutions. The          
combination, which is subject to customary regulatory approvals, will           
create a global corporate services portfolio, with more diversified and         
comprehensive offerings to sell to NASDAQ OMX's listing and corporate           
clients.                                                                        
-- Acquired the Index Business of Mergent, Inc., including Indxis. Announced    
and closed on the first acquisition in the Global Index Group - the index       
business of Mergent, Inc., including Indxis. With this acquisition, the         
Global Index Group is one of the largest providers of dividend-themed           
indexes based on benchmarked assets.                                            
-- Appointment of Chief Information Officer. Appointed Bradley Peterson as      
Executive Vice President and Chief Information Officer. Mr. Peterson joins      
NASDAQ OMX from Charles Schwab. He will focus on driving the design and         
development of scalable and reliable solutions to further the growth and        
expansion of core products and services and underlying tools and                
technologies used by NASDAQ OMX customers.                                      
-- Combination of Market Technology and Corporate Solutions businesses.         
Announced the combination of the Market Technology and Corporate Solutions      
businesses, which will operate under the name Global Technology Solutions       
and will be led by Anna Ewing, Executive Vice President, Global Technology      
Solutions. The combination will enable increased focus, drive growth across     
the company's technology businesses and create a dedicated software and         
technology management structure.                                                
-- Combination of Global Data Products and Global Index Group businesses.       
Announced the combination of the Global Data Products and Global Index          
Group businesses, which will operate under the name Global Information          
Services and be led by John Jacobs, Executive Vice President, Global            
Information Services. The combination will enable greater customer focus        
and leverage of NASDAQ OMX's scalable technology, product innovation and        
robust distribution channels.                                                   
About NASDAQ OMX Group                                                          
The inventor of the electronic exchange, The NASDAQ OMX Group, Inc., fuels      
 economies and provides transformative technologies for the entire lifecycle of 
 a trade - from risk management to trade to surveillance to clearing. In the    
 U.S. and Europe, we own and operate 23 markets, 3 clearinghouses and 5 central 
 securities depositories supporting equities, options, fixed income,            
 derivatives, commodities, futures and structured products. Able to process more
 than 1 million messages per second at sub-40 microsecond speeds with 99.99+%   
 uptime, our technology drives more than 70 marketplaces in 50 developed and    
 emerging countries into the future, powering 1 in 10 of the world's securities 
 transactions. Our award-winning data products and worldwide indexes are the    
 benchmarks in the financial industry. Home to approximately 3,300 listed       
 companies worth more than $6 trillion in market cap whose innovations shape our
 world, we give the ideas of tomorrow access to capital today. Welcome to where 
 the world takes a big leap forward, daily. Welcome to the NASDAQ OMX Century.  
 To learn more, visit www.nasdaqomx.com. Follow us on Facebook                  
 (www.facebook.com/NASDAQ) and Twitter (www.twitter.com/nasdaqomx). (Symbol:    
 NDAQ and member of S&P 500)                                                    
Non-GAAP Information                                                            
In addition to disclosing results determined in accordance with GAAP, NASDAQ OMX
 also discloses certain non-GAAP results of operations, including, but not      
 limited to, net income attributable to NASDAQ OMX, diluted earnings per share, 
 net exchange revenues, operating income, and operating expenses, that make     
 certain adjustments or exclude certain charges and gains that are described in 
 the reconciliation table of GAAP to non-GAAP information provided at the end of
 this release. Management believes that this non-GAAP information provides      
 investors with additional information to assess NASDAQ OMX's operating         
 performance by making certain adjustments or excluding costs or gains and      
 assists investors in comparing our operating performance to prior periods.     
 Management uses this non-GAAP information, along with GAAP information, in     
 evaluating its historical operating performance.                               
The non-GAAP information is not prepared in accordance with GAAP and may not be 
 comparable to non-GAAP information used by other companies. The non-GAAP       
 information should not be viewed as a substitute for, or superior to, other    
 data prepared in accordance with GAAP.                                         
Cautionary Note Regarding Forward-Looking Statements                            
Information set forth in this communication contains forward-looking statements 
 that involve a number of risks and uncertainties. NASDAQ OMX cautions readers  
 that any forward-looking information is not a guarantee of future performance  
 and that actual results could differ materially from those contained in the    
 forward-looking information. Such forward-looking statements include, but are  
 not limited to (i) projections about our future financial results, growth,     
 trading volumes, taxes and achievement of synergy targets, (ii) statements     
 about the closing or implementation dates and benefits of certain strategic and
 capital return initiatives, (iii) statements about our integrations of our     
 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 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 and 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.            
1 Represents revenues less transaction rebates, brokerage, clearance and        
 exchange fees.                                                                 
NDAQF                                                                           
CONTACT: Media Relations: Joseph Christinat +1.646.441.5121                     
 Joseph.Christinat@NASDAQOMX.Com Investor Relations: John Sweeney               
 +1.212.401.8737 John.Sweeney@NASDAQOMX.Com                                     

                                                                                
                                                                                
                           The NASDAQ OMX Group, Inc.                           
                       Consolidated Statements of Income                        
                     (in millions, except per share amounts)                    
                                                                                
                                                                                
                                          Three Months Ended       Year Ended   
                                       -----------------------------------------
                                        Decemb  Septem  Decemb  Decembe  Decembe
                                        er 31,   ber    er 31,   r 31,    r 31, 
                                                 30,                            
                                         2012    2012    2011    2012     2011  
                                       -----------------------------------------
Revenues:                               (unaud  (unaud  (unaud  (unaudi         
                                         ited)   ited)   ited)   ted)           
Market Services                          $ 603   $ 603   $ 698  $ 2,560  $ 2,886
                                       -----------------------------------------
Cost of revenues:                                                               
Transaction rebates                      (249)   (250)   (324)  (1,104)  (1,344)
Brokerage, clearance and exchange fees    (84)    (84)    (93)    (352)    (404)
                                       -----------------------------------------
 Total cost of revenues                  (333)   (334)   (417)  (1,456)  (1,748)
                                       -----------------------------------------
Total Market Services revenues less        270     269     281    1,104    1,138
 transaction rebates, brokerage,                                                
 clearance and exchange fees                                                    
                                                                                
Issuer Services                            101      93      91      375      361
Market Technology                           48      47      48      184      183
                                       -----------------------------------------
                                                                                
Revenues less transaction rebates,         419     409     420    1,663    1,682
 brokerage,  clearance and exchange                                             
 fees                                                                           
                                       -----------------------------------------
Operating Expenses:                                                             
Compensation and benefits                  116     113     113      454      458
Marketing and advertising                    7       6       9       26       24
Depreciation and amortization               27      26      28      104      109
Professional and contract services          26      24      23       96       83
Computer operations and data                10      18      15       60       65
 communications                                                                 
Occupancy                                   25      22      22       93       91
Regulatory                                   7       8       9       34       35
Merger and strategic initiatives             4     (3)       1        4       38
Restructuring charges                        8      10      --       44       --
General, administrative and other           14      15      39       58       83
                                       -----------------------------------------
 Total operating expenses                  244     239     259      973      986
                                       -----------------------------------------
                                                                                
Operating income                           175     170     161      690      696
                                                                                
Interest income                              3       2       3       10       11
Interest expense                          (25)    (24)    (26)     (97)    (119)
Asset impairment charges                    --      --    (18)     (40)     (18)
Dividend and investment income              --      --      --       --        1
Loss on divestiture of business             --    (14)      --     (14)       --
Income (loss) from unconsolidated           --      --       1      (1)        2
 investees, net                                                                 
                                       -----------------------------------------
                                                                                
Income before income taxes                 153     134     121      548      573
Income tax provision                        69      45      40      199      190
                                       -----------------------------------------
Net income                                  84      89      81      349      383
                                                                                
Net loss attributable to                     1      --       1        3        4
 noncontrolling interests                                                       
                                       -----------------------------------------
Net income attributable to NASDAQ OMX     $ 85    $ 89    $ 82    $ 352    $ 387
                                       =========================================
                                                                                
Basic and diluted earnings per share:                                           
 Basic earnings per share               $ 0.52  $ 0.53  $ 0.46   $ 2.09   $ 2.20
                                       =========================================
 Diluted earnings per share             $ 0.50  $ 0.52  $ 0.45   $ 2.04   $ 2.15
                                       =========================================
Cash dividends declared per common      $ 0.13  $ 0.13    $ --   $ 0.39     $ --
 share                                                                          
                                       =========================================
                                                                                
Weighted-average common shares                                                  
 outstanding for earnings per share:                                            
 Basic                                   164.5   166.2   175.4    168.3    176.3
 Diluted                                 169.1   170.5   179.5    172.6    180.0

                                                                                
                                                                                
                           The NASDAQ OMX Group, Inc.                           
                                 Revenue Detail                                 
                                 (in millions)                                  
                                                                                
                                          Three Months Ended       Year Ended   
                                       -----------------------------------------
                                        Decemb  Septem  Decemb  Decembe  Decembe
                                        er 31,   ber    er 31,   r 31,    r 31, 
                                                 30,                            
                                         2012    2012    2011    2012     2011  
                                       -----------------------------------------
                                        (unaud  (unaud  (unaud  (unaudi         
                                         ited)   ited)   ited)   ted)           
MARKET SERVICES                                                                 
 Transaction Services                                                           
 Cash Equity Trading Revenues:                                                  
 U.S. cash equity trading                $ 283   $ 297   $ 385  $ 1,294  $ 1,617
                                       -----------------------------------------
 Cost of revenues:                                                              
                                       -----------------------------------------
    Transaction rebates                  (180)   (193)   (261)    (854)  (1,087)
                                               ---------------------------------
    Brokerage, clearance and exchange     (74)    (75)    (87)    (318)    (375)
     fees                                                                       
                                       -----------------------------------------
    Total U.S. cash equity cost of       (254)   (268)   (348)  (1,172)  (1,462)
     revenues                                                                   
                                       -----------------------------------------
    Net U.S. cash equity trading            29      29      37      122      155
     revenues                                                                   
                                       -----------------------------------------
 European cash equity trading               18      18      22       78       93
                                       -----------------------------------------
   Total net cash equity trading            47      47      59      200      248
    revenues                                                                    
                                       -----------------------------------------
                                                                                
                                       -----------------------------------------
 Derivative Trading and Clearing                                                
  Revenues:                                                                     
 U.S. derivative trading and clearing      124     110     110      458      471
                                       -----------------------------------------
 Cost of revenues:                                                              
                                       -----------------------------------------
   Transaction rebates                    (69)    (57)    (63)    (250)    (257)
                                       -----------------------------------------
   Brokerage, clearance and exchange      (10)     (9)     (6)     (34)     (29)
    fees                                                                        
                                       -----------------------------------------
   Total U.S. derivative trading and      (79)    (66)    (69)    (284)    (286)
    clearing cost of revenues                                                   
                                       -----------------------------------------
   Net U.S. derivative trading and          45      44      41      174      185
    clearing revenues                                                           
                                       -----------------------------------------
 European derivative trading and            30      28      32      116      128
  clearing                                                                      
                                       -----------------------------------------
   Total net derivative trading and         75      72      73      290      313
    clearing revenues                                                           
                                       -----------------------------------------
                                                                                
                                       -----------------------------------------
 Access Services Revenues                   60      61      56      238      223
                                       -----------------------------------------
                                                                                
                                       -----------------------------------------
 Total Transaction Services revenues       182     180     188      728      784
  less transaction rebates, brokerage,                                          
  clearance and exchange fees                                                   
                                       -----------------------------------------
                                                                                
 Market Data Revenues:                                                          
 Net U.S. tape plans                        26      28      29      117      115
 U.S. market data products                  39      38      37      150      135
                                       -----------------------------------------
 European market data products              18      18      21       77       83
                                       -----------------------------------------
                                                                                
                                       -----------------------------------------
   Total Market Data revenues               83      84      87      344      333
                                       -----------------------------------------
                                                                                
                                       -----------------------------------------
 Broker Services Revenues                    5       5       5       19       19
                                       -----------------------------------------
                                                                                
 Other Market Services Revenues             --      --       1       13        2
                                       -----------------------------------------
 Total Market Services revenues less       270     269     281    1,104    1,138
  transaction rebates, brokerage,                                               
  clearance and exchange fees                                                   
                                       -----------------------------------------
                                                                                
                                       -----------------------------------------
ISSUER SERVICES                                                                 
                                       -----------------------------------------
 Global Listing Services Revenues:                                              
                                       -----------------------------------------
 Annual renewal                             28      28      30      112      117
                                       -----------------------------------------
 Listing of additional shares               10      10      10       39       40
                                       -----------------------------------------
 Initial listing                             5       5       5       20       21
                                       -----------------------------------------
   Total U.S. listing services              43      43      45      171      178
                                       -----------------------------------------
  European listing fees                     13      12      13       50       55
                                       -----------------------------------------
  Corporate Solutions                       31      24      20       97       76
                                       -----------------------------------------
    Total Global Listing Services           87      79      78      318      309
     revenues                                                                   
                                                                                
                                       -----------------------------------------
 Global Index Group Revenues                14      14      13       57       52
                                       -----------------------------------------
    Total Issuer Services revenues         101      93      91      375      361
                                       -----------------------------------------
                                                                                
MARKET TECHNOLOGY                                                               
                                       -----------------------------------------
 License, support and facility              27      27      29      110      115
  management                                                                    
                                       -----------------------------------------
 Delivery project                            6       7       6       27       24
                                       -----------------------------------------
 Change request, advisory and broker        15      13      13       47       44
  surveillance                                                                  
                                       -----------------------------------------
   Total Market Technology revenues         48      47      48      184      183
                                       -----------------------------------------
                                                                                
Total revenues less transaction          $ 419   $ 409   $ 420  $ 1,663  $ 1,682
 rebates, brokerage, clearance and                                              
 exchange fees                                                                  
                                       =========================================

                                                                       
                                                                       
                       The NASDAQ OMX Group, Inc.                      
                      Consolidated Balance Sheets                      
                             (in millions)                             
                                                                       
                                             December 31,  December 31,
                                                 2012          2011    
                                            ---------------------------
Assets                                        (unaudited)              
 Current assets:                                                       
                                            ---------------------------
  Cash and cash equivalents                         $ 497         $ 506
                                            ---------------------------
  Restricted cash                                      85            34
                                            ---------------------------
  Financial investments, at fair value                223           279
                                            ---------------------------
  Receivables, net                                    333           308
                                            ---------------------------
  Deferred tax assets                                  33            16
                                            ---------------------------
  Default funds and margin deposits                   209            17
  Open clearing contracts:                                             
   Derivative positions, at fair value                 --         1,566
   Resale agreements, at contract value                --         3,745
  Other current assets                                112           110
                                            ---------------------------
Total current assets                                1,492         6,581
Non-current restricted cash                            25            97
Property and equipment, net                           211           193
Non-current deferred tax assets                       294           392
Goodwill                                            5,335         5,061
Intangible assets, net                              1,650         1,648
Other non-current assets                              125           119
                                            ---------------------------
Total assets                                      $ 9,132      $ 14,091
                                            ===========================
                                                                       
Liabilities                                                            
Current liabilities:                                                   
  Accounts payable and accrued expenses             $ 172         $ 164
  Section 31 fees payable to SEC                       97           106
  Accrued personnel costs                             111           132
  Deferred revenue                                    139           124
  Other current liabilities                           119           112
  Deferred tax liabilities                             35            27
  Default funds and margin deposits                   209            17
  Open clearing contracts:                                             
   Derivative positions, at fair value                 --         1,566
   Repurchase agreements, at contract value            --         3,745
  Current portion of debt obligations                  45            45
                                            ---------------------------
Total current liabilities                             927         6,038
Debt obligations                                    1,931         2,072
Non-current deferred tax liabilities                  713           670
Non-current deferred revenue                          156           154
Other non-current liabilities                         196           171
                                            ---------------------------
Total liabilities                                   3,923         9,105
                                                                       
Commitments and contingencies                                          
Equity                                                                 
NASDAQ OMX stockholders' equity:                                       
  Common stock                                          2             2
  Additional paid-in capital                        3,771         3,793
  Common stock in treasury, at cost               (1,058)         (860)
  Accumulated other comprehensive loss              (185)         (350)
  Retained earnings                                 2,678         2,391
                                            ---------------------------
Total NASDAQ OMX stockholders' equity               5,208         4,976
Noncontrolling interests                                1            10
                                            ---------------------------
Total equity                                        5,209         4,986
                                            ---------------------------
Total liabilities and equity                      $ 9,132      $ 14,091
                                            ===========================

                                                                                
                                                                                
                           The NASDAQ OMX Group, Inc.                           
Reconciliation of GAAP Net Income, Diluted Earnings Per Share, Operating Income,
                 Net Exchange Revenues(3) and Operating Expenses                
   to Non-GAAP Net Income, Diluted Earnings Per Share, Operating Income, Net    
                   Exchange Revenues(3) and Operating Expenses                  
                     (in millions, except per share amounts)                    
                                   (unaudited)                                  
                                                                                
                                          Three Months Ended       Year Ended   
                                      ------------------------------------------
                                       Decemb  Septemb  Decemb  Decembe  Decembe
                                       er 31,   er 30,  er 31,   r 31,    r 31, 
                                        2012    2012     2011    2012     2011  
                                      ------------------------------------------
GAAP net income attributable to          $ 85     $ 89    $ 82    $ 352    $ 387
 NASDAQ OMX:                                                                    
                                                                                
Non-GAAP adjustments:                                                           
                                                                                
 Income from open positions relating       --       --      --     (11)       --
  to the operations of the Exchange                                             
 Merger and strategic initiatives           4      (3)       1        4       38
 Restructuring charges                      8       10      --       44       --
 Asset impairment charges                  --       --      18       40       18
 Loss on divestiture of business           --       14      --       14       --
 Special legal expenses                     2        4      --        7       --
 Extinguishment of debt                    --       --      25       --       31
 Sublease reserve                           3       --      --        3       --
 Value added tax refund                   (7)       --      --      (7)       --
 Other                                      1       --      --        4        4
                                      ------------------------------------------
 Total non-GAAP adjustments                11       25      44       98       91
                                                                                
 Adjustment to the income tax             (5)     (10)    (13)     (32)     (28)
  provision to reflect non-GAAP                                                 
  adjustments(1)                                                                
 Significant tax adjustments, net          17        1      --       14        5
                                      ------------------------------------------
 Total non-GAAP adjustments, net of        23       16      31       80       68
  tax                                                                           
                                                                                
Non-GAAP net income attributable to     $ 108    $ 105   $ 113    $ 432    $ 455
 NASDAQ OMX:                                                                    
                                      ==========================================
                                                                                
                                                                                
GAAP diluted earnings per share:       $ 0.50   $ 0.52  $ 0.45   $ 2.04   $ 2.15
 Total adjustments from non-GAAP net     0.14     0.10    0.18     0.46     0.38
  income above                                                                  
                                      ------------------------------------------
                                                                                
Non-GAAP diluted earnings per share:   $ 0.64   $ 0.62  $ 0.63   $ 2.50   $ 2.53
                                      ==========================================
                                                                                
                                                                                
                                          Three Months Ended       Year Ended   
                                      ------------------------------------------
                                       Decemb  Septemb  Decemb  Decembe  Decembe
                                       er 31,   er 30,  er 31,   r 31,    r 31, 
                                        2012    2012     2011    2012     2011  
                                      ------------------------------------------
                                                                                
GAAP operating income:                  $ 175    $ 170   $ 161    $ 690    $ 696
                                                                                
Non-GAAP adjustments:                                                           
                                                                                
  Income from open positions relating      --       --      --     (11)       --
   to the operations of the Exchange                                            
  Merger and strategic initiatives          4      (3)       1        4       38
  Restructuring charges                     8       10      --       44       --
  Extinguishment of debt                   --       --      25       --       31
  Special legal expenses                    2        4      --        7       --
  Sublease reserve                          3       --      --        3       --
  Value added tax refund                  (7)       --      --      (7)       --
  Other                                     1       --      --        4        4
                                      ------------------------------------------
  Total non-GAAP adjustments               11       11      26       44       73
                                      ------------------------------------------
                                                                                
Non-GAAP operating income               $ 186    $ 181   $ 187    $ 734    $ 769
                                      ==========================================
                                                                                
                                                                                
                                                                                
                                                                                
Total Non-GAAP revenues less            $ 419    $ 409   $ 420  $ 1,652  $ 1,682
 transaction rebates, brokerage,                                                
 clearance and exchange fees                                                    
                                                                                
Non-GAAP operating margin (2)             44%      44%     45%      44%      46%
                                                                                
                                                                                
(1) We determine the tax effect of each item based on the tax rules in the      
 respective jurisdiction where the transaction occurred.                        
(2) Non-GAAP operating margin equals non-GAAP operating income divided by       
 Non-GAAP revenues less transaction rebates, brokerage, clearance and exchange  
 fees.                                                                          
(3) Represents revenues less transaction rebates, brokerage, clearance and      
 exchange fees.                                                                 

                                                                                
                                                                                
                           The NASDAQ OMX Group, Inc.                           
Reconciliation of GAAP Net Income, Diluted Earnings Per Share, Operating Income,
                 Net Exchange Revenues(1) and Operating Expenses                
   to Non-GAAP Net Income, Diluted Earnings Per Share, Operating Income, Net    
                   Exchange Revenues(1) and Operating Expenses                  
                                 (in millions)                                  
                                   (unaudited)                                  
                                                                                
                                          Three Months Ended       Year Ended   
                                      ------------------------------------------
                                       Decemb  Septemb  Decemb  Decembe  Decembe
                                         er     er 30,  er 31,   r 31,    r 31, 
                                        31,                                     
                                        2012    2012     2011    2012     2011  
                                      ------------------------------------------
                                                                                
GAAP revenues less transaction          $ 419    $ 409   $ 420  $ 1,663  $ 1,682
 rebates, brokerage, clearance and                                              
 exchange fees:                                                                 
                                                                                
Non-GAAP adjustments:                                                           
                                                                                
 Income from open positions relating       --       --      --     (11)       --
  to the operations of the Exchange                                             
                                      ------------------------------------------
 Total non-GAAP adjustments                --       --      --     (11)       --
                                      ------------------------------------------
                                                                                
Non-GAAP revenues less transaction      $ 419    $ 409   $ 420  $ 1,652  $ 1,682
 rebates, brokerage, clearance and                                              
 exchange fees:                                                                 
                                      ==========================================
                                                                                
                                                                                
                                          Three Months Ended       Year Ended   
                                      ------------------------------------------
                                       Decemb  Septemb  Decemb  Decembe  Decembe
                                       er 31,   er 30,  er 31,   r 31,    r 31, 
                                        2012    2012     2011    2012     2011  
                                      ------------------------------------------
                                                                                
GAAP operating expenses:                $ 244    $ 239   $ 259    $ 973    $ 986
                                                                                
Non-GAAP adjustments:                                                           
                                                                                
 Merger and strategic initiatives         (4)        3     (1)      (4)     (38)
 Restructuring charges                    (8)     (10)      --     (44)       --
 Extinguishment of debt                    --       --    (25)       --     (31)
 Special legal expenses                   (2)      (4)      --      (7)       --
 Sublease reserve                         (3)       --      --      (3)       --
 Value added tax refund                     7       --      --        7       --
 Other                                    (1)       --      --      (4)      (4)
                                      ------------------------------------------
 Total non-GAAP adjustments              (11)     (11)    (26)     (55)     (73)
                                      ------------------------------------------
                                                                                
Non-GAAP operating expenses             $ 233    $ 228   $ 233    $ 918    $ 913
                                      ==========================================
                                                                                
(1) Represents revenues less transaction rebates, brokerage, clearance and      
 exchange fees.                                                                 

                                                                                
                                                                                
                           The NASDAQ OMX Group, Inc.                           
                          Quarterly Key Drivers Detail                          
                                   (unaudited)                                  
                                                                                
                                                       Three Months Ended       
                                               ---------------------------------
                                                 December   September   December
                                                   31,        30,         31,   
                                                   2012       2012        2011  
                                               ---------------------------------
Market Services                                                                 
 Cash Equity Trading                                                            
 NASDAQ securities                                                              
  Total average daily share volume (in               1.74        1.66       1.85
   billions)                                                                    
  Matched market share executed on NASDAQ           23.6%       25.2%      27.2%
  Matched market share executed on NASDAQ OMX        2.6%        2.7%       2.5%
   BX                                                                           
  Matched market share executed on NASDAQ OMX        1.3%        1.2%       1.1%
   PSX                                                                          
  Market share reported to the FINRA/NASDAQ                                     
    Trade Reporting Facility                        33.2%       31.5%      30.2%
  Total market share (1)                            60.6%       60.6%      61.0%
                                                                                
 New York Stock Exchange, or NYSE securities                                    
  Total average daily share volume (in               3.39        3.39       4.14
   billions)                                                                    
  Matched market share executed on NASDAQ           11.5%       12.8%      13.3%
  Matched market share executed on NASDAQ OMX        2.5%        2.5%       2.5%
   BX                                                                           
  Matched market share executed on NASDAQ OMX        0.7%        0.6%       0.6%
   PSX                                                                          
  Market share reported to the FINRA/NASDAQ                                     
    Trade Reporting Facility                        30.0%       28.6%      27.5%
  Total market share (1)                            44.7%       44.6%      44.0%
                                                                                
 NYSE MKT and regional securities                                               
  Total average daily share volume (in               0.97        0.94       1.45
   billions)                                                                    
  Matched market share executed on NASDAQ           14.1%       16.1%      19.2%
  Matched market share executed on NASDAQ OMX        2.9%        3.0%       1.9%
   BX                                                                           
  Matched market share executed on NASDAQ OMX        1.6%        1.5%       1.9%
   PSX                                                                          
  Market share reported to the FINRA/NASDAQ                                     
    Trade Reporting Facility                        30.6%       29.5%      27.2%
  Total market share (1)                            49.3%       50.1%      50.2%
                                                                                
 Total U.S.-listed securities                                                   
  Total average daily share volume (in               6.09        5.99       7.45
   billions)                                                                    
  Matched share volume (in billions)                 71.6        76.6      100.0
  Matched market share executed on NASDAQ           15.4%       16.8%      17.9%
  Matched market share executed on NASDAQ OMX        2.6%        2.7%       2.4%
   BX                                                                           
  Matched market share executed on NASDAQ OMX        1.0%        0.9%       1.0%
   PSX                                                                          
                                                                                
 NASDAQ OMX Nordic and NASDAQ OMX Baltic                                        
  Securities                                                                    
  Average daily number of equity trades           273,330     284,764    394,290
  Total average daily value of shares traded        $ 3.4       $ 3.2      $ 4.2
   (in billions)                                                                
  Total market share                                68.2%       68.5%      71.9%
                                                                                
 Derivative Trading and Clearing                                                
 U.S. Equity Options                                                            
 Total industry average daily volume (in             14.3        13.8       15.5
  millions)                                                                     
   NASDAQ OMX PHLX matched market share             21.9%       21.4%      22.7%
   The NASDAQ Options Market matched market          6.2%        5.2%       4.5%
    share                                                                       
   NASDAQ OMX BX Options matched market share        1.0%        0.7%         --
                                                                                
 NASDAQ OMX Nordic and NASDAQ OMX Baltic                                        
 Average daily volume:                                                          
  Options, futures and fixed-income contracts     379,905     371,230    455,341
  Finnish option contracts traded on Eurex        107,373      70,211     46,557
                                                                                
 NASDAQ OMX Commodities                                                         
  Clearing Turnover:                                                            
   Power contracts (TWh)(2)                           453         384        494
   Carbon contracts (1000 tCO2)(2)                  7,503       5,009     29,908
                                                                                
Issuer Services                                                                 
 Initial public offerings                                                       
  NASDAQ                                               19          17         15
  Exchanges that comprise NASDAQ OMX Nordic             4           1          1
   and NASDAQ OMX Baltic                                                        
                                                                                
 New listings                                                                   
  NASDAQ (3)                                           46          40         44
  Exchanges that comprise NASDAQ OMX Nordic             9           4         12
   and NASDAQ OMX Baltic (4)                                                    
                                                                                
 Number of listed companies                                                     
  NASDAQ (5)                                        2,577       2,610      2,680
  Exchanges that comprise NASDAQ OMX Nordic           754         754        776
   and NASDAQ OMX Baltic (6)                                                    
                                                                                
Market Technology                                                               
 Order intake (in millions)(7)                       $ 95        $ 31       $ 36
 Total order value (in millions)(8)                 $ 546       $ 523      $ 458
                                                                                
 (1) Includes transactions executed on NASDAQ's, NASDAQ OMX BX's and NASDAQ OMX 
  PSX's systems plus trades reported through the FINRA/NASDAQ Trade Reporting   
  Facility.                                                                     
 (2) Primarily transactions executed on Nord Pool ASA and reported for clearing 
  to NASDAQ OMX Commodities measured by Terawatt hours (TWh) and one thousand   
  metric tons of carbon dioxide (1000 tCO2).                                    
 (3) New listings include IPOs, including those completed on a best efforts     
  basis, issuers that switched from other listing venues, closed-end funds and  
  separately listed ETFs.                                                       
 (4) New listings include IPOs and represent companies listed on the exchanges  
  that comprise NASDAQ OMX Nordic and NASDAQ OMX Baltic and companies on the    
  alternative markets of NASDAQ OMX First North.                                
 (5) Number of listed companies for NASDAQ at period end, including separately  
  listed ETFs.                                                                  
 (6) Represents companies listed on the exchanges that comprise NASDAQ OMX      
  Nordic and NASDAQ OMX Baltic and companies on the alternative markets of      
  NASDAQ OMX First North at period end.                                         
 (7) Total contract value of orders signed during the period.                   
 (8) Represents total contract value of orders signed that are yet to be        
  recognized as revenue.
News Source: NASDAQ OMX



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Language:     English
Company:      The NASDAQ OMX Group, Inc.
              
               
              United States
Phone:        
Fax:          
E-mail:       
Internet:     
ISIN:         US6311031081
WKN:          
 
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