DGAP-News: UPDATE -- NASDAQ OMX Reports Second Quarter 2013 Results


The NASDAQ OMX Group, Inc. 

24.07.2013 15:42
---------------------------------------------------------------------------

  -- Second quarter 2013 non-GAAP diluted EPS of $0.62, second quarter 2013 GAAP
     diluted EPS of $0.52.
  -- Second quarter 2013 net revenues1 were a record $451 million, up 8% from
     the prior year quarter's non-GAAP net revenue. On an organic basis,
     assuming constant currency and excluding acquisitions, net revenues
     increased 1% year-over-year.
  -- All four business segments experienced organic revenue growth
     year-over-year.
  -- Non-transaction based revenues were 72% of our total second quarter 2013
     net revenues, and increased 10% from the prior year quarter.
  -- During the second quarter, NASDAQ OMX closed two strategically significant
     acquisitions, the Thomson Reuters' IR, PR and Multimedia businesses, and
     the eSpeed benchmark Treasury trading platform.

NEW YORK, July 24, 2013 (GLOBE NEWSWIRE) -- The NASDAQ OMX Group, Inc.
(Nasdaq:NDAQ) today reported results for the second quarter of 2013. Second
quarter net revenues were $451 million, up from $416 million in the prior year
period on a non-GAAP basis, driven by acquisitions and organic growth in all
four business segments. On an organic basis second quarter net revenues
increased 1% year-over-year. 

'Our strategy is focused on becoming an entrenched provider of corporate,
trading, technology, and information products and services that allow our
customers to more effectively navigate today's global capital markets,' said
Bob Greifeld, CEO, NASDAQ OMX. 'Essential to that strategy has been the
expansion of the depth and breadth of asset classes, products and markets we
offer as well as extending our presence in adjacent businesses that are
relevant to the communities where we operate to facilitate a deepening of our
client relationships.' 

Mr. Greifeld continued, 'We took significant strategic steps forward this
quarter - closing on two transformative acquisitions, launching a revolutionary
interest rate market, and delivering record revenues. The acquisitions of
Thomson Reuters' IR, PR, and Multimedia businesses, and eSpeed, establish
NASDAQ OMX as the leader in corporate solutions and a leading force in the
expanding electronic fixed income business. Both are on track to meet or exceed
the targets we've set for delivering value to shareholders. Today, across our
expanded portfolio of businesses, we are now a #1 or #2 player in business
segments that collectively comprise 96% of our revenues. Our position continues
to validate the strategic direction of the organization and relentless focus on
our clients.' 

Operating expenses were $292 million in the second quarter of 2013, compared to
$252 million in the prior year quarter. On a non-GAAP basis, second quarter
2013 operating expenses were $267 million, up 15% as compared to the prior year
quarter, primarily due to the inclusion of expenses associated with the
acquisition of Thomson Reuters' IR, PR and Multimedia businesses, as well as
several smaller acquisitions. On an organic basis (constant currency and
excluding acquisitions), second quarter non-GAAP operating expenses were
unchanged year-over-year, a net 1% decline in core expenses offset by higher
internal investment (GIFT) spending. 

Second quarter 2013 non-GAAP diluted earnings per share were $0.62, versus
$0.64 in the prior year quarter. Non-GAAP diluted earnings per share in the
second quarter of 2013 excludes $25 million of pre-tax merger-related expenses,
while non-GAAP diluted earnings per share in the second quarter of 2012
excludes $37 million of net pre-tax charges primarily relating to income from
open positions relating to the operations of the exchange, asset impairment
charges and restructuring charges, and $6 million of significant tax
adjustments. 

On a GAAP basis, net income attributable to NASDAQ OMX for the second quarter
of 2013 was $88 million, or $0.52 per diluted share, compared with $93 million,
or $0.53 per diluted share, in the prior year quarter. 

'While we are pleased with the broad-based performance across many of our
businesses, we experienced unique variances in our cost structure, including
financing costs of approximately $2.5 million associated with pre-funding the
eSpeed acquisition nearly a month prior to closing, and our organic
investments, where several launches of GIFT initiatives added an additional $5
million to our expenses versus the prior year,' said Lee Shavel, EVP and CFO,
NASDAQ OMX. 'The earnings impact from GIFT initiatives is expected to moderate
over time, either from improved profitability, and/or from reduced investment,
as these initiatives mature.' 

Mr. Shavel continued, 'On the capital front, our investment grade ratings were
affirmed and we raised a [Eur]600 million, 8-year Euro bond offering, with an
attractive, 3.9% effective yield. This offering was instrumental in financing
our acquisitions, diversified our funding sources by accessing a new market and
reduced our foreign exchange exposure. We continue to have a near-term focus on
de-leveraging, and we remain confident in our ability to return to an
approximately 2.5x long-term leverage target in the next three to four
quarters, at which point we will have more flexibility to consider capital
return and deployment options.' 

At June 30, 2013, the company had cash and cash equivalents of $379 million and
total debt of $2,785 million, resulting in net debt of $2,406 million.  This
compares to net debt of $1,479 million at December 31, 2012. 

1 Represents revenues less transaction rebates, brokerage, clearance and
exchange fees. 

BUSINESS HIGHLIGHTS

Market Services (42% of total net revenues) - Net revenues were $190 million in
the second quarter of 2013, up $2 million when compared to non-GAAP net
revenues of $188 million in the second quarter of 2012, which excludes $11
million in gains related to open positions resulting from operations of the
exchange. 

Derivatives (17% of total net revenues) - Total net derivative trading and
clearing revenues were $76 million in the second quarter of 2013, up $6 million
compared to the second quarter of 2012. Net U.S. derivative trading and
clearing revenues increased 9% year-over-year due to higher industry volumes
and market share, partially offset by lower average pricing. European
derivative trading and clearing revenues increased $2 million, primarily due to
higher energy commodity volumes and favorable foreign exchange impact. 

Cash Equities (11% of total net revenues) - Total net cash equity trading
revenues were $51 million in the second quarter of 2013, down $1 million
compared to non-GAAP revenues in the second quarter of 2012. Lower net U.S.
equities revenues, primarily due to lower market share, were partially offset
by higher European equities revenue, driven primarily by higher average
pricing, higher volumes and share, and a favorable impact from foreign
exchange. 

Access and Broker Services (14% of total net revenues) - Access and broker
services revenues totaled $63 million in the second quarter of 2013, down $3
million compared to the second quarter of 2012.  Connectivity and co-location
saw modestly lower demand in the second quarter of 2013 compared to the second
quarter of 2012, but newer products, such as microwave connectivity and
FinQloud, are seeing increased demand. 

Information Services (24% of total net revenues) - Revenues were $108 million
in the second quarter of 2013, up $2 million from the second quarter of 2012. 

Market Data (20% of total net revenues) - Total market data revenues were $90
million in the second quarter of 2013, flat compared to the second quarter of
2012. The second quarter of 2013 saw a $2 million decrease in audit
collections, offset by growth in products such as NASDAQ Basic, and select
pricing initiatives. 

Index Licensing and Services (4% of total net revenues) - Index licensing and
services revenues were $18 million in the second quarter of 2013, up $2 million
from the second quarter of 2012. The revenue growth was a function of
materially higher assets and number of licensed exchange traded products,
including the impact of the acquisition of the index business of Mergent, Inc. 

Technology Solutions (21% of total net revenues) - Revenues were $95 million in
the second quarter of 2013, up $28 million from the second quarter of 2012. 

Corporate Solutions (10% of total net revenues) - Corporate solutions revenues
were $44 million in the second quarter of 2013, up $22 million from the second
quarter of 2012. Corporate solutions revenue growth was primarily due to the
inclusion of one month of results from the acquisition of the Thomson Reuters'
IR, PR, and Multimedia businesses, as well as organic growth, in particular the
growth of Directors Desk, IR Suite, and PR distribution. 

Market Technology (11% of total net revenues) - Market technology revenues were
$51 million in the second quarter of 2013, up $6 million from the second
quarter of 2012. The revenue increase is due to the acquisition of BWise in the
second quarter of 2012, as well as growth in SMARTS Broker and a favorable
impact from foreign exchange. Order intake in the second quarter of 2013
decreased, from $82 million in the second quarter of 2012 to $44 million in the
second quarter of 2013, and a material amount of deliveries reduced the backlog
to $507 million, compared to $538 million in the prior year period. 

Listing Services (13% of total net revenues) - Revenues were $58 million in the
second quarter of 2013, up $3 million compared to the second quarter of 2012.
The increase was primarily driven by higher European listing revenues, due to
higher market capitalization, and a higher number of IPOs in the U.S. 

COST GUIDANCE - The Thomson Reuters' IR/PR/MM businesses and eSpeed
acquisitions have been incorporated into the expense forecast and are expected
to add between $145 million and $160 million to our 2013 expenses. The company
has also narrowed the core expense guidance excluding acquisitions to between
$925 million and $940 million, bringing core expense guidance with the
acquisitions to between $1,070 million and $1,100 million. New Initiatives or
'GIFT' expense guidance is unchanged at $50 million to $60 million, and total
expenses are now expected to be between $1,120 million and $1,160 million. 

CORPORATE HIGHLIGHTS

  -- Closed acquisition of IR, PR & Multimedia businesses of Thomson
     Reuters. On May 31, 2013, NASDAQ OMX closed the acquisition of the Investor
     Relations, Public Relations, and Multimedia businesses of Thomson Reuters,
     which are now incorporated into the Corporate Solutions business, where
     they are being integrated with NASDAQ OMX's legacy corporate solutions
     products.
  -- Closed acquisition of eSpeed. On June 28, 2013, NASDAQ OMX closed the
     acquisition of the eSpeed platform for trading U.S. Treasuries. NASDAQ OMX
     intends to leverage its strong technology experience and leading
     distribution capabilities to further develop eSpeed's leading marketplace,
     while enjoying the structural tailwinds of a growing U.S. Treasury market.
  -- Launched NLX futures exchange. On May 31, 2013, NASDAQ OMX launched NLX, a
     new London-based market offering a range of both short-term and long-term
     interest rate derivative products, with the support of a wide range of
     founding participants including banks, clearing, brokerage and trading
     firms.
  -- Launched WorkSpace. WorkSpace is a new cloud computing platform that will
     expand the company's Corporate Solutions client base and enter the
     burgeoning virtual data room (VDR) market. The technology provides a
     paperless VDR for secure and effective document sharing typically used for
     mergers and acquisitions, pre-IPO due diligence review, bankruptcy and
     restructuring, and other applications.
  -- Investment-grade debt rating affirmed by S&P and Moody's and successful
     Euro-denominated bond offering. After reviewing NASDAQ OMX's debt rating
     following the announcement of the eSpeed acquisition, both S&P &
     Moody's affirmed investment-grade credit ratings. NASDAQ OMX issued and
     sold [Eur]600 million aggregate principal amount of bonds with an 8-year
tenor 
     and a 3.9% effective yield, with proceeds used primarily to fund the eSpeed
     acquisition.

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 26 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 over 3,300 listed companies worth
$6.9 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 (http://www.facebook.com/NASDAQ)
and Twitter (http://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 and pro forma 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
and pro forma non-GAAP information provided at the end of this release.
Management believes that this non-GAAP and pro forma non-GAAP information
provides investors with additional information to assess NASDAQ OMX's operating
performance by making certain adjustments or excluding costs or gains and
assists investors in comparing our operating performance to prior periods.
Management uses this non-GAAP and pro forma non-GAAP information, along with
GAAP information, in evaluating its historical operating performance. 

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

Cautionary Note Regarding Forward-Looking Statements

Information set forth in this communication contains forward-looking statements
that involve a number of risks and uncertainties. NASDAQ OMX cautions readers
that any forward-looking information is not a guarantee of future performance
and that actual results could differ materially from those contained in the
forward-looking information. Such forward-looking statements include, but are
not limited to (i) projections about our future financial results, growth,
trading volumes, taxes and achievement of synergy targets, (ii) statements
about the closing or implementation dates and benefits of certain strategic,
de-leveraging 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. 

NDAQF



                           The NASDAQ OMX Group, Inc.                           
                   Condensed Consolidated Statements of Income                  
                     (in millions, except per share amounts)                    
                                   (unaudited)                                  
                                                                                
                                                                                
                                                                                
                                                            Three Months Ended  
                                                         -----------------------
                                                           June    March   June 
                                                           30,     31,     30,  
                                                           2013    2013    2012 
                                                         -----------------------
Revenues:                                                                       
Market Services                                            $ 553   $ 508   $ 587
Cost of revenues:                                                               
Transaction rebates                                        (276)   (242)   (299)
Brokerage, clearance and exchange fees                      (87)    (84)    (89)
                                                         -----------------------
 Total cost of revenues                                    (363)   (326)   (388)
                                                         -----------------------
Total Market Services revenues less transaction rebates,     190     182     199
 brokerage, clearance and exchange fees                                         
                                                                                
Listing Services                                              58      55      55
Information Services                                         108     108     106
Technology Solutions                                          95      73      67
                                                         -----------------------
Revenues less transaction rebates, brokerage, clearance      451     418     427
 and exchange fees                                                              
                                                         -----------------------
                                                                                
Operating Expenses:                                                             
Compensation and benefits                                    126     117     113
Marketing and advertising                                      8       7       6
Depreciation and amortization                                 28      27      25
Professional and contract services                            35      29      26
Computer operations and data communications                   20      15      17
Occupancy                                                     23      22      23
Regulatory                                                     8       7       9
Merger and strategic initiatives                              25       8       1
Restructuring charges                                         --       9      17
General, administrative and other                             19      25      15
Voluntary accommodation program                               --      62      --
                                                         -----------------------
 Total operating expenses                                    292     328     252
                                                         -----------------------
                                                                                
Operating income                                             159      90     175
                                                                                
Interest income                                                2       3       2
Interest expense                                            (26)    (24)    (24)
Asset impairment charges                                      --    (10)    (28)
                                                         -----------------------
Income before income taxes                                   135      59     125
                                                                                
Income tax provision                                          47      17      33
                                                         -----------------------
                                                                                
Net income                                                    88      42      92
                                                                                
Net loss attributable to noncontrolling interests             --      --       1
                                                         -----------------------
                                                                                
Net income attributable to NASDAQ OMX                       $ 88    $ 42    $ 93
                                                         =======================
                                                                                
Per share information:                                                          
 Basic earnings per share                                 $ 0.53  $ 0.26  $ 0.55
                                                         =======================
 Diluted earnings per share                               $ 0.52  $ 0.25  $ 0.53
                                                         =======================
 Cash dividends declared per common share                 $ 0.13  $ 0.13  $ 0.13
                                                         =======================
                                                                                
Weighted-average common shares outstanding                                      
for earnings per share:                                                         
 Basic                                                     166.4   165.7   169.4
 Diluted                                                   170.1   169.7   173.4

                                                                                
                           The NASDAQ OMX Group, Inc.                           
                                 Revenue Detail                                 
                                 (in millions)                                  
                                   (unaudited)                                  
                                                                                
                                                                                
                                                          Three Months Ended    
                                                      --------------------------
                                                        June     March    June  
                                                         30,      31,      30,  
                                                        2013     2013     2012  
                                                      --------------------------
MARKET SERVICES                                                                 
 Derivative Trading and Clearing Revenues:                                      
 U.S. derivative trading and clearing                      125      117      103
 Cost of revenues:                                                              
   Transaction rebates                                    (68)     (62)     (53)
   Brokerage, clearance and exchange fees                  (9)     (11)      (6)
                                                      --------------------------
   Total U.S. derivative trading and clearing cost of     (77)     (73)     (59)
    revenues                                                                    
                                                      --------------------------
   Net U.S. derivative trading and clearing revenues        48       44       44
 European derivative trading and clearing revenues          28       30       26
                                                      --------------------------
   Total net derivative trading and clearing revenues       76       74       70
                                                      --------------------------
                                                                                
 Cash Equity Trading Revenues:                                                  
 U.S. cash equity trading                                $ 315    $ 276    $ 373
 Cost of revenues:                                                              
 Transaction rebates                                     (208)    (180)    (246)
 Brokerage, clearance and exchange fees                   (78)     (73)     (83)
                                                      --------------------------
 Total U.S. cash equity cost of revenues                 (286)    (253)    (329)
                                                      --------------------------
   Net U.S. cash equity trading revenues                    29       23       44
 European cash equity trading                               22       22       19
                                                      --------------------------
   Total net cash equity trading revenues                   51       45       63
                                                      --------------------------
                                                                                
 Access and Broker Services Revenues                        63       63       66
                                                      --------------------------
                                                                                
 Total Market Services revenues less transaction           190      182      199
  rebates, brokerage, clearance and exchange fees                               
                                                      --------------------------
                                                                                
LISTING SERVICES                                                                
 U.S. listing services                                      44       42       43
 European listing services                                  14       13       12
                                                      --------------------------
                                                                                
 Total Listing Services revenues                            58       55       55
                                                      --------------------------
                                                                                
INFORMATION SERVICES                                                            
 Market Data Products Revenues:                                                 
 U.S. market data products                                  64       63       63
 European market data products                              20       21       20
 Index data products                                         6        7        7
                                                      --------------------------
   Total Market Data Products revenues                      90       91       90
                                                                                
 Index Licensing and Services Revenues                      18       17       16
                                                      --------------------------
                                                                                
 Total Information Services revenues                       108      108      106
                                                      --------------------------
                                                                                
TECHNOLOGY SOLUTIONS                                                            
 Corporate Solutions Revenues:                                                  
 Governance                                                  4        3        3
 Investor relations                                         24       11       10
 Multimedia solutions                                        7        3        3
 Public relations                                            9        7        6
                                                      --------------------------
   Total Corporate Solutions revenues                       44       24       22
                                                      --------------------------
                                                                                
 Market Technology Revenues:                                                    
 Software, license and support                              35       37       35
 Change request and advisory                                 9        6        6
 Software as a service                                       7        6        4
                                                      --------------------------
   Total Market Technology revenues                         51       49       45
                                                      --------------------------
                                                                                
 Total Technology Solutions revenues                        95       73       67
                                                      --------------------------
                                                                                
Total revenues less transaction rebates, brokerage,      $ 451    $ 418    $ 427
 clearance and exchange fees                                                    
                                                      --------------------------

                                                                   
                     The NASDAQ OMX Group, Inc.                    
               Condensed Consolidated Balance Sheets               
                           (in millions)                           
                                                                   
                                                                   
                                           June 30,    December 31,
                                             2013          2012    
                                         --------------------------
Assets                                    (unaudited)  
 Current assets:                                                   
   Cash and cash equivalents                    $ 379         $ 497
   Restricted cash                                 82            85
   Financial investments, at fair value           170           223
   Receivables, net                               362           333
   Deferred tax assets                             51            33
   Default funds and margin deposits            1,412           209
   Other current assets                           154           112
                                         --------------------------
 Total current assets                           2,610         1,492
 Non-current restricted cash                       25            25
 Property and equipment, net                      227           211
 Non-current deferred tax assets                  478           294
 Goodwill                                       6,048         5,335
 Intangible assets, net                         2,383         1,650
 Other non-current assets                         182           125
                                         --------------------------
 Total assets                                $ 11,953       $ 9,132
                                         ==========================
                                                                   
 Liabilities                                                       
 Current liabilities:                                              
   Accounts payable and accrued expenses        $ 252         $ 172
   Section 31 fees payable to SEC                 145            97
   Accrued personnel costs                         84           111
   Deferred revenue                               222           139
   Other current liabilities                      127           119
   Deferred tax liabilities                        36            35
   Default funds and margin deposits            1,412           209
   Current portion of debt obligations            138           136
                                         --------------------------
 Total current liabilities                      2,416         1,018
 Debt obligations                               2,647         1,840
 Non-current deferred tax liabilities             689           713
 Non-current deferred revenue                     146           156
 Other non-current liabilities                    192           196
                                         --------------------------
 Total liabilities                              6,090         3,923
                                         --------------------------
                                                                   
 Commitments and contingencies                                     
 Equity                                                            
 NASDAQ OMX stockholders' equity:                                  
   Common stock                                     2             2
   Additional paid-in capital                   4,261         3,771
   Common stock in treasury, at cost          (1,027)       (1,058)
   Accumulated other comprehensive loss         (139)         (185)
   Retained earnings                            2,765         2,678
                                         --------------------------
 Total NASDAQ OMX stockholders' equity          5,862         5,208
 Noncontrolling interests                           1             1
                                         --------------------------
 Total equity                                   5,863         5,209
                                         --------------------------
 Total liabilities and equity                $ 11,953       $ 9,132
                                         --------------------------
                                                                   

                           The NASDAQ OMX Group, Inc.                           
Reconciliation of GAAP Net Income, Diluted Earnings Per Share, Operating Income,
               Net Revenues (1), Net Cash Equity Revenues (1) and               
Operating Expenses to Non-GAAP Net Income, Diluted Earnings Per Share, Operating
                           Income, Net Revenues (1),                            
               Net Cash Equity Revenues (1) and Operating Expenses              
                     (in millions, except per share amounts)                    
                                   (unaudited)                                  
                                                                                
                                                            Three Months Ended  
                                                        ------------------------
                                                          June    March    June 
                                                          30,      31,     30,  
                                                          2013    2013     2012 
                                                        ------------------------
GAAP net income attributable to NASDAQ OMX                 $ 88     $ 42    $ 93
                                                        ------------------------
                                                                                
Non-GAAP adjustments:                                                           
                                                                                
 Income from open positions relating to the operations       --       --    (11)
  of the exchange                                                               
 Merger and strategic initiatives                            25        8       1
 Voluntary accommodation program                             --       62      --
 Reserve for Securities and Exchange Commission matter       --       10      --
 Asset impairment charges                                    --       10      28
 Restructuring charges                                       --        9      17
 Special legal expenses                                      --        2      --
 Other                                                       --       --       2
                                                        ------------------------
 Total non-GAAP adjustments                                  25      101      37
                                                                                
 Adjustment to the income tax provision to reflect          (8)     (35)    (13)
  non-GAAP adjustments (2)                                                      
 Significant tax adjustments, net                            --       --     (6)
                                                        ------------------------
 Total non-GAAP adjustments, net of tax                      17       66      18
                                                        ------------------------
                                                                                
Non-GAAP net income attributable to NASDAQ OMX            $ 105    $ 108   $ 111
                                                        ========================
                                                                                
                                                                                
GAAP diluted earnings per share                          $ 0.52   $ 0.25  $ 0.53
 Total adjustments from non-GAAP net income above          0.10     0.39    0.11
                                                        ------------------------
                                                                                
Non-GAAP diluted earnings per share                      $ 0.62   $ 0.64  $ 0.64
                                                        ========================
                                                                                
                                                                                
                                                            Three Months Ended  
                                                        ------------------------
                                                          June    March    June 
                                                          30,      31,     30,  
                                                          2013    2013     2012 
                                                        ------------------------
                                                                                
GAAP operating income                                     $ 159     $ 90   $ 175
                                                        ------------------------
                                                                                
Non-GAAP adjustments:                                                           
                                                                                
 Income from open positions relating to the operations       --       --    (11)
  of the exchange                                                               
 Merger and strategic initiatives                            25        8       1
 Voluntary accommodation program                             --       62      --
 Reserve for Securities and Exchange Commission matter       --       10      --
 Restructuring charges                                       --        9      17
 Special legal expenses                                      --        2      --
 Other                                                       --       --       2
                                                        ------------------------
 Total non-GAAP adjustments                                  25       91       9
                                                        ------------------------
                                                                                
Non-GAAP operating income                                 $ 184    $ 181   $ 184
                                                        ========================
                                                                                
                                                                                
(1) Represents revenues less transaction rebates, brokerage, clearance and      
 exchange fees.                                                                 
                                                                                
(2) We determine the tax effect of each item based on the tax rules in the      
 respective jurisdiction where the transaction occurred.                        

                                                                                
                           The NASDAQ OMX Group, Inc.                           
Reconciliation of GAAP Net Income, Diluted Earnings Per Share, Operating Income,
               Net Revenues (1), Net Cash Equity Revenues (1) and               
Operating Expenses to Non-GAAP Net Income, Diluted Earnings Per Share, Operating
                           Income, Net Revenues (1),                            
               Net Cash Equity Revenues (1) and Operating Expenses              
                                 (in millions)                                  
                                   (unaudited)                                  
                                                                                
                                                                                
                                                            Three Months Ended  
                                                         -----------------------
                                                           June    March   June 
                                                           30,     31,     30,  
                                                           2013    2013    2012 
                                                         -----------------------
                                                                                
                                                                                
GAAP cash equity trading revenues less transaction          $ 51    $ 45    $ 63
 rebates, brokerage, clearance and exchange fees                                
                                                                                
Non-GAAP adjustments:                                                           
                                                                                
 Income from open positions relating to the operations        --      --    (11)
  of the exchange                                                               
                                                         -----------------------
                                                                                
Non-GAAP cash equity trading revenues less transaction      $ 51    $ 45    $ 52
 rebates, brokerage, clearance and exchange fees                                
                                                         =======================
                                                                                
                                                                                
                                                                                
                                                            Three Months Ended  
                                                         -----------------------
                                                           June    March   June 
                                                           30,     31,     30,  
                                                           2013    2013    2012 
                                                         -----------------------
                                                                                
GAAP revenues less transaction rebates, brokerage,         $ 451   $ 418   $ 427
 clearance and exchange fees                                                    
                                                                                
Non-GAAP adjustments:                                                           
                                                                                
 Income from open positions relating to the operations        --      --    (11)
  of the exchange                                                               
                                                         -----------------------
                                                                                
Non-GAAP revenues less transaction rebates, brokerage,     $ 451   $ 418   $ 416
 clearance and exchange fees                                                    
                                                         =======================
                                                                                
                                                                                
Non-GAAP operating margin (2)                                41%     43%     44%
                                                                                
                                                                                
                                                                                
                                                            Three Months Ended  
                                                         -----------------------
                                                           June    March   June 
                                                           30,     31,     30,  
                                                           2013    2013    2012 
                                                         -----------------------
                                                                                
GAAP operating expenses                                    $ 292   $ 328   $ 252
                                                         -----------------------
                                                                                
Non-GAAP adjustments:                                                           
                                                                                
 Merger and strategic initiatives                           (25)     (8)     (1)
 Voluntary accommodation program                              --    (62)      --
 Reserve for Securities and Exchange Commission matter        --    (10)      --
 Restructuring charges                                        --     (9)    (17)
 Special legal expenses                                       --     (2)      --
 Other                                                        --      --     (2)
                                                         -----------------------
 Total non-GAAP adjustments                                 (25)    (91)    (20)
                                                         -----------------------
                                                                                
Non-GAAP operating expenses                                $ 267   $ 237   $ 232
                                                         =======================
                                                                                
                                                                                
(1) Represents revenues less transaction rebates, brokerage, clearance          
 and exchange fees.                                                             
                                                                                
(2) Non-GAAP operating margin equals non-GAAP operating income divided by       
 non-GAAP revenues less transaction rebates, brokerage, clearance and exchange  
 fees.                                                                          

                                                                                
                           The NASDAQ OMX Group, Inc.                           
                          Quarterly Key Drivers Detail                          
                                   (unaudited)                                  
                                                                                
                                                          Three Months Ended    
                                                     ---------------------------
                                                       June     March     June  
                                                        30,       31,      30,  
                                                       2013      2013     2012  
                                                     ---------------------------
Market Services                                                                 
 Derivative Trading and Clearing                                                
 U.S. Equity Options                                                            
 Total industry average daily volume (in millions)       15.9      15.0     14.9
   NASDAQ OMX PHLX matched market share                 18.0%     20.7%    19.6%
   The NASDAQ Options Market matched market share        8.9%      7.9%     5.6%
   NASDAQ OMX BX Options matched market share            1.0%      1.0%       --
                                                     ---------------------------
   Total market share                                   27.9%     29.6%    25.2%
                                                                                
 NASDAQ OMX Nordic and NASDAQ OMX Baltic                                        
 Average daily volume:                                                          
   Options, futures and fixed-income contracts        438,418   446,789  431,154
   Finnish option contracts traded on Eurex           101,255   144,905   92,616
                                                                                
 NASDAQ OMX Commodities                                                         
   Power contracts cleared (TWh)(1)                       424       460      346
                                                                                
 Cash Equity Trading                                                            
 NASDAQ securities                                                              
   Total average daily share volume (in billions)        1.78      1.82     1.80
   Matched market share executed on NASDAQ              25.5%     23.1%    27.3%
   Matched market share executed on NASDAQ OMX BX        2.4%      2.5%     2.9%
   Matched market share executed on NASDAQ OMX PSX       0.8%      0.9%     1.6%
   Market share reported to the FINRA/NASDAQ                                    
     Trade Reporting Facility                           35.8%     35.7%    31.4%
                                                     ---------------------------
   Total market share (2)                               64.5%     62.2%    63.2%
                                                                                
 New York Stock Exchange, or NYSE securities                                    
   Total average daily share volume (in billions)        3.58      3.56     3.86
   Matched market share executed on NASDAQ              11.7%     11.6%    13.7%
   Matched market share executed on NASDAQ OMX BX        2.2%      2.4%     2.7%
   Matched market share executed on NASDAQ OMX PSX       0.5%      0.5%     0.9%
   Market share reported to the FINRA/NASDAQ                                    
     Trade Reporting Facility                           32.0%     32.7%    29.1%
                                                     ---------------------------
   Total market share (2)                               46.4%     47.2%    46.4%
                                                                                
 NYSE MKT and regional securities                                               
   Total average daily share volume (in billions)        1.24      0.99     1.19
   Matched market share executed on NASDAQ              14.6%     13.1%    18.3%
   Matched market share executed on NASDAQ OMX BX        2.7%      2.8%     2.9%
   Matched market share executed on NASDAQ OMX PSX       1.4%      1.4%     2.4%
   Market share reported to the FINRA/NASDAQ                                    
     Trade Reporting Facility                           31.2%     33.1%    28.1%
                                                     ---------------------------
   Total market share (2)                               49.9%     50.4%    51.7%
                                                                                
 Total U.S.-listed securities                                                   
   Total average daily share volume (in billions)        6.60      6.38     6.85
   Matched share volume (in billions)                    80.7      70.3     95.8
   Matched market share executed on NASDAQ              15.9%     15.1%    18.1%
   Matched market share executed on NASDAQ OMX BX        2.4%      2.5%     2.8%
   Matched market share executed on NASDAQ OMX PSX       0.8%      0.8%     1.3%
                                                     ---------------------------
   Total market share                                   19.1%     18.4%    22.2%
                                                                                
 NASDAQ OMX Nordic and NASDAQ OMX Baltic Securities                             
   Average daily number of equity trades              329,030   317,069  369,680
   Total average daily value of shares traded (in       $ 4.4     $ 4.4    $ 4.3
    billions)                                                                   
   Total market share                                   69.7%     68.8%    67.8%
                                                                                
Listing Services                                                                
 Initial public offerings                                                       
   NASDAQ                                                  35        18       15
   Exchanges that comprise NASDAQ OMX Nordic and            6        --       --
    NASDAQ OMX Baltic                                                           
                                                                                
 New listings                                                                   
   NASDAQ (3)                                              67        33       29
   Exchanges that comprise NASDAQ OMX Nordic and           12         4        2
    NASDAQ OMX Baltic (4)                                                       
                                                                                
 Number of listed companies                                                     
   NASDAQ (5)                                           2,581     2,568    2,636
   Exchanges that comprise NASDAQ OMX Nordic and          758       752      759
    NASDAQ OMX Baltic (6)                                                       
                                                                                
Technology Solutions                                                            
 Market Technology                                                              
 Order intake (in millions)(7)                           $ 44      $ 19     $ 82
 Total order value (in millions)(8)                     $ 507     $ 522    $ 538
                                                                                
(1) Primarily transactions executed on Nord Pool ASA and reported for clearing  
 to NASDAQ OMX Commodities measured by Terawatt hours (TWh) .                   
(2) 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.                                                                      
(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.                                                         




         CONTACT: Contact Media Relations:
         Joseph Christinat +1.646.441.5121
         Joseph.Christinat@NASDAQOMX.Com
         
         Contact Investor Relations:
         Ed Ditmire +1.212.401.8737
         Ed.Ditmire@NASDAQOMX.Com
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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