DGAP-News: NASDAQ OMX Reports Third Quarter 2013 Results


The NASDAQ OMX Group, Inc. 

23.10.2013 13:00
---------------------------------------------------------------------------

  -- Third quarter 2013 net revenues1 were a record $506 million, up 23% from
     the prior year quarter. On an organic basis, assuming constant currency and
     excluding acquisitions, net revenues increased 4% year-over-year.
  -- Third quarter 2013 GAAP and non-GAAP diluted EPS of $0.66.
  -- Achieved organic revenue growth year-over-year in all three non-trading
     business segments, Information Services, Technology Solutions, and Listing
     Services.
  -- Non-transaction based revenues were 73% of our total third quarter 2013 net
     revenues, and increased 27% from the prior year quarter.
  -- Third quarter 2013 is the first full quarter to reflect the acquired eSpeed
     and Thomson Reuters IR, PR, and Multimedia businesses, establishing new
     revenue and operating profit base-lines.
  -- De-leveraging plan is on schedule, NASDAQ OMX paid down $98 million of debt
     in the third quarter of 2013.

NEW YORK, Oct. 23, 2013 (GLOBE NEWSWIRE) -- The NASDAQ OMX Group, Inc.
(Nasdaq:NDAQ) today reported results for the third quarter of 2013. Third
quarter net revenues were $506 million, up from $412 million in the prior year
period, driven by both acquisitions and organic growth in Technology Solutions,
Information Services, and Listing Services. On an organic basis third quarter
net revenues increased 4% year-over-year. 

'This quarter is a great illustration of our strategy and the transformation of
the fundamental business and revenue profile of NASDAQ OMX,' said Bob Greifeld,
CEO, NASDAQ OMX. 'We now feature a Technology Solutions segment composed of
dominant industry leaders, with over $500 million of annualized revenue in the
third quarter, and a Market Services segment which now sees two thirds of its
transaction revenue coming from derivative and fixed income categories, each
with strong secular growth opportunities. The industry leadership, unique
product and service offering, and earnings potential create a compelling
franchise for investors and an unmatched partner for our customers.' 

Mr. Greifeld continued, 'Today, businesses comprising 97% of our company's
revenues feature either #1 or #2 revenue rankings in their respective
industries. Our customers have put us in strong competitive positions through
the value they place on our technology, systems, products and services. Our
acquisitions of eSpeed and the IR, PR, and Multimedia businesses of Thomson
Reuters are ahead of plan and are accretive to earnings, and although we have
more to do to ensure they realize their full potential, our confidence has
never been stronger in our ability to continue to service the market, deliver
for our customers, and create returns for our shareholders.' 

Operating expenses were $304 million in the third quarter of 2013, compared to
$242 million in the prior year quarter. On a non-GAAP basis, third quarter 2013
operating expenses were also $304 million, up 32% as compared to the prior year
quarter, primarily due to the inclusion of expenses associated with the
acquisitions of Thomson Reuters' IR, PR and Multimedia businesses and the
eSpeed electronic fixed income platform. On an organic basis (constant currency
and excluding acquisitions), third quarter non-GAAP operating expenses were up
7%, representing a 6% increase in core expenses and a 1% impact from higher
GIFT spending. Through the first nine months of 2013, non-GAAP operating
expenses were up 2% on an organic basis. 

Third quarter 2013 non-GAAP diluted earnings per share were $0.66, versus $0.62
in the prior year quarter. Non-GAAP diluted earnings per share in the third
quarter of 2013 excludes $8 million of pre-tax merger-related expenses, which
were offset by an $8 million pre-tax gain related to a reduction of a
contingent liability related to an acquisition, as well as an increase in net
deferred tax liabilities due to changes in tax rates in various jurisdictions.
Non-GAAP diluted earnings per share in the third quarter of 2012 excludes $25
million of net pre-tax charges primarily relating to restructuring charges, a
loss on a business divestiture, special legal expenses, as well as a $1 million
tax adjustment. 

On a GAAP basis, net income attributable to NASDAQ OMX for the third quarter of
2013 was $113 million, or $0.66 per diluted share, compared with $89 million,
or $0.52 per diluted share, in the prior year quarter. 

'We are pleased with the balance and stability of our revenue model as well as
our continued strong performance in challenging cycles,' said Lee Shavel, EVP
and CFO, NASDAQ OMX. 'At the same time, our expense discipline has led to very
modest organic cost growth thus far in 2013, and we are narrowing our full-year
expense guidance towards the low end of our previous projections.' 

Mr. Shavel continued, 'On the capital front, the company paid down $98 million
of debt during the quarter, and remains on track to return to our longer-term
leverage target in the mid-2x gross debt to EBITDA range by the end of the
second quarter of 2014, at which point we will again enjoy the full flexibility
to consider all capital return/deployment options.' 

At September 30, 2013, the company had cash and cash equivalents of $300
million and total debt of $2,718 million, resulting in net debt of $2,418
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 (40% of total net revenues) - Net revenues were $200 million in
the third quarter of 2013, up $15 million when compared to $185 million in the
third quarter of 2012. 

Derivatives (14% of total net revenues) - Total net derivative trading and
clearing revenues were $71 million in the third quarter of 2013, down $1
million compared to the third quarter of 2012. Net U.S. derivative trading and
clearing revenues declined $2 million year-over-year due to modestly-lower
industry volumes and market share. European derivative trading and clearing
revenues increased $1 million, primarily due to revenues associated with the
clearing operations. 

Cash Equities (9% of total net revenues) - Total net cash equity trading
revenues were $46 million in the third quarter of 2013, down $1 million
compared to the third 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 volumes. 

Fixed Income (4% of total net revenues) - Total net fixed income trading
revenues associated with eSpeed were $18 million, roughly in line with
prior-year levels. Higher industry-wide volumes for electronically-traded,
on-the-run U.S. Treasury securities were offset by somewhat lower market share
compared to the prior period, a function of market share changes prior to
NASDAQ OMX's ownership of the business. 

Access and Broker Services (13% of total net revenues) - Access and broker
services revenues totaled $65 million in the third quarter of 2013, down $1
million compared to the third quarter of 2012. Connectivity and co-location saw
modestly lower demand in the third quarter of 2013 compared to the third
quarter of 2012, partially offset by the addition of eSpeed hosting revenues,
and new products, such as microwave connectivity and FinQloud, which are seeing
increased demand. 

Information Services (23% of total net revenues) - Revenues were $118 million
in the third quarter of 2013, up $19 million from the third quarter of 2012. 

Market Data (20% of total net revenues) - Total market data revenues were $100
million in the third quarter of 2013, up $16 million compared to the third
quarter of 2012. The third quarter of 2013 saw a $7 million increase in audit
collections compared to the prior year period, the inclusion of market data
revenues associated with eSpeed, growth in products such as NASDAQ Basic, and
select pricing initiatives. 

Index Licensing and Services (3% of total net revenues) - Index licensing and
services revenues were $18 million in the third quarter of 2013, up $3 million
from the third 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 (26% of total net revenues) - Revenues were $131 million
in the third quarter of 2013, up $58 million from the third quarter of 2012. 

Corporate Solutions (15% of total net revenues) - Corporate solutions revenues
were $78 million in the third quarter of 2013, up $56 million from the third
quarter of 2012. Corporate solutions revenue growth was primarily due to the
inclusion of the acquisition of 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
$53 million in the third quarter of 2013, up $2 million from the third quarter
of 2012. The revenue increase is primarily due to change request and advisory
revenues and includes growth at BWise. Order intake increased, from $34 million
in the third quarter of 2012 to $119 million in the third quarter of 2013, a
record quarterly result. The backlog rose to $579 million, also a company
record, up from $540 million in the prior year period. 

Listing Services (11% of total net revenues) - Revenues were $57 million in the
third quarter of 2013, up $2 million compared to the third quarter of 2012.
U.S. listing revenues were unchanged. European listing revenues rose, due to
higher market capitalization. 

COST GUIDANCE - The company has narrowed the core expense guidance to between
$1,075-$1,090 million, from the previous $1,070-$1,100 million range. The new
initiatives or 'GIFT' expense guidance range has been reduced to $45 million,
from the previous $50-$60 million, and total expenses are now expected in the
$1,120-$1,135 million range, from the previous $1,120-$1,160 million range. 

CORPORATE HIGHLIGHTS

  -- Announced several major new mandates in Market Technology. NASDAQ OMX
     announced agreements to supply its leading Market Technology systems to
     exchanges including Boerse Stuttgart and Borsa Istanbul, the latter with
     which NASDAQ OMX also entered into a broader strategic partnership.
  -- Listing Services has strong momentum, highlighted by Marriott International
     and Fairchild Semiconductor switches to NASDAQ. NASDAQ OMX saw 59 new U.S.
     listings in the third quarter of 2013, including 38 IPOs, and 4 switches
     from other markets. In addition, in October, Marriott International (MAR)
     and Fairchild Semiconductor (FCS) announced voluntary switches to NASDAQ
     listings.
  -- Transitioned structure of Nordic derivatives clearinghouse. As part of the
     process for creating an EMIR-compliant central counterparty, independent
     directors have been appointed, and the current clearinghouse operation is
     being maintained within the current company, renamed to NASDAQ OMX Clearing
     AB. All exchange related operations have been moved to another separate
     company within the Group. The application for a renewed clearing license
     under EMIR regulation has been submitted to the Swedish Financial
     Supervisory Authority, and it is in the final stage of the approval
     process. Final approval is expected later this year.
  -- Significant milestone for European swap clearing. On August 19, 2013 NASDAQ
     OMX announced that the total cleared volume of SEK denominated interest
     rate swaps (IRS) has reached SEK 100 billion, equal to [Eur]12 billion,
making 
     NASDAQ OMX Clearing the second largest IRS clearinghouse in Europe.
  -- Strategic alliance between NASDAQ OMX and Natural Gas Exchange Inc. (NGX).
     Created an alliance between NASDAQ OMX's U.S. physical energy entity,
     NASDAQ OMX Commodities Clearing Company, and NGX's physical energy exchange
     and clearinghouse, owned by TMX Group, which serves more than 250
     contracting parties in the U.S. and Canada.

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 including 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-55 microsecond average 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 $7 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,
technology, 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    
                                                     ---------------------------
                                                      Septembe   June   Septembe
                                                       r 30,     30,     r 30,  
                                                        2013     2013     2012  
                                                     ---------------------------
Revenues:                                                                       
Market Services                                          $ 499   $ 553     $ 519
Cost of revenues:                                                               
Transaction rebates                                      (231)   (276)     (250)
Brokerage, clearance and exchange fees                    (68)    (87)      (84)
                                                     ---------------------------
 Total cost of revenues                                  (299)   (363)     (334)
                                                     ---------------------------
Total Market Services revenues less transaction            200     190       185
 rebates, brokerage, clearance and exchange fees                                
                                                                                
Listing Services                                            57      58        55
Information Services                                       118     108        99
Technology Solutions                                       131      95        73
                                                     ---------------------------
Revenues less transaction rebates, brokerage,              506     451       412
 clearance and exchange fees                                                    
                                                     ---------------------------
                                                                                
Operating Expenses:                                                             
Compensation and benefits                                  150     126       113
Marketing and advertising                                    7       8         6
Depreciation and amortization                               33      28        26
Professional and contract services                          41      35        27
Computer operations and data communications                 22      20        18
Occupancy                                                   26      23        22
Regulatory                                                   8       8         8
Merger and strategic initiatives                            --      25       (3)
Restructuring charges                                       --      --        10
General, administrative and other                           17      19        15
                                                     ---------------------------
 Total operating expenses                                  304     292       242
                                                     ---------------------------
                                                                                
Operating income                                           202     159       170
                                                                                
Interest income                                              2       2         2
Interest expense                                          (32)    (26)      (24)
Loss on divestiture of business                             --      --      (14)
Loss from unconsolidated investees, net                    (1)      --        --
                                                     ---------------------------
Income before income taxes                                 171     135       134
                                                                                
Income tax provision                                        58      47        45
                                                     ---------------------------
                                                                                
Net income                                                 113      88        89
                                                                                
Net loss attributable to noncontrolling interests           --      --        --
                                                     ---------------------------
                                                                                
Net income attributable to NASDAQ OMX                    $ 113    $ 88      $ 89
                                                     ===========================
                                                                                
Per share information:                                                          
 Basic earnings per share                               $ 0.68  $ 0.53    $ 0.53
                                                     ===========================
 Diluted earnings per share                             $ 0.66  $ 0.52    $ 0.52
                                                     ===========================
 Cash dividends declared per common share               $ 0.13  $ 0.13    $ 0.13
                                                     ===========================
                                                                                
Weighted-average common shares outstanding for                                  
 earnings per share:                                                            
 Basic                                                   167.3   166.4     166.2
 Diluted                                                 172.1   170.1     170.5
                                                                                

                           The NASDAQ OMX Group, Inc.                           
                                 Revenue Detail                                 
                                 (in millions)                                  
                                   (unaudited)                                  
                                                                                
                                                          Three Months Ended    
                                                     ---------------------------
                                                      Septembe   June   Septembe
                                                       r 30,     30,     r 30,  
                                                        2013     2013     2012  
                                                     ---------------------------
MARKET SERVICES                                                                 
 Derivative Trading and Clearing Revenues:                                      
 U.S. derivative trading and clearing                    $ 106   $ 125     $ 110
 Cost of revenues:                                                              
   Transaction rebates                                    (58)    (68)      (57)
   Brokerage, clearance and exchange fees                  (6)     (9)       (9)
                                                     ---------------------------
   Total U.S. derivative trading and clearing cost        (64)    (77)      (66)
    of revenues                                                                 
                                                     ---------------------------
   Net U.S. derivative trading and clearing revenues        42      48        44
 European derivative trading and clearing revenues          29      28        28
                                                     ---------------------------
  Total net derivative trading and clearing revenues        71      76        72
                                                     ---------------------------
                                                                                
 Cash Equity Trading Revenues:                                                  
 U.S. cash equity trading                                  259     315       297
 Cost of revenues:                                                              
   Transaction rebates                                   (173)   (208)     (193)
   Brokerage, clearance and exchange fees                 (61)    (78)      (75)
                                                     ---------------------------
   Total U.S. cash equity cost of revenues               (234)   (286)     (268)
                                                     ---------------------------
   Net U.S. cash equity trading revenues                    25      29        29
 European cash equity trading                               21      22        18
                                                     ---------------------------
  Total net cash equity trading revenues                    46      51        47
                                                     ---------------------------
                                                                                
 Fixed Income Trading Revenues:                                                 
 Fixed income trading                                       19      --        --
 Cost of revenues:                                                              
   Brokerage, clearance and exchange fees                  (1)      --        --
                                                     ---------------------------
  Total net fixed income trading revenues                   18      --        --
                                                     ---------------------------
                                                                                
 Access and Broker Services Revenues                        65      63        66
                                                     ---------------------------
                                                                                
 Total Market Services revenues less transaction           200     190       185
  rebates, brokerage, clearance and exchange fees                               
                                                     ---------------------------
                                                                                
LISTING SERVICES                                                                
 U.S. listing services                                      43      44        43
 European listing services                                  14      14        12
                                                     ---------------------------
                                                                                
 Total Listing Services revenues                            57      58        55
                                                     ---------------------------
                                                                                
INFORMATION SERVICES                                                            
 Market Data Products Revenues:                                                 
 U.S. market data products                                  73      64        61
 European market data products                              20      20        17
 Index data products                                         7       6         6
                                                     ---------------------------
  Total Market Data Products revenues                      100      90        84
                                                                                
 Index Licensing and Services Revenues                      18      18        15
                                                     ---------------------------
                                                                                
 Total Information Services revenues                       118     108        99
                                                     ---------------------------
                                                                                
TECHNOLOGY SOLUTIONS                                                            
 Corporate Solutions Revenues:                                                  
 Governance                                                  4       4         3
 Investor relations                                         47      24        11
 Multimedia solutions                                       15       7         3
 Public relations                                           12       9         5
                                                     ---------------------------
  Total Corporate Solutions revenues                        78      44        22
                                                     ---------------------------
                                                                                
 Market Technology Revenues:                                                    
 Software, license and support                              36      35        36
 Change request and advisory                                 9       9         7
 Software as a service                                       8       7         8
                                                     ---------------------------
  Total Market Technology revenues                          53      51        51
                                                     ---------------------------
                                                                                
 Total Technology Solutions revenues                       131      95        73
                                                     ---------------------------
                                                                                
Total revenues less transaction rebates, brokerage,      $ 506   $ 451     $ 412
 clearance and exchange fees                                                    
                                                     ---------------------------
                                                                                

                     The NASDAQ OMX Group, Inc.                      
                Condensed Consolidated Balance Sheets                
                            (in millions)                            
                                                                     
                                          September 30,  December 31,
                                               2013          2012    
                                         ----------------------------
Assets                                     (unaudited)               
Current assets:                                                      
   Cash and cash equivalents                      $ 300         $ 497
   Restricted cash                                   81            85
   Financial investments, at fair value             190           223
   Receivables, net                                 372           333
   Deferred tax assets                               54            33
   Default funds and margin deposits              1,934           209
   Other current assets                             141           112
                                         ----------------------------
Total current assets                              3,072         1,492
Non-current restricted cash                          --            25
Property and equipment, net                         249           211
Non-current deferred tax assets                     399           294
Goodwill                                          6,191         5,335
Intangible assets, net                            2,409         1,650
Other non-current assets                            166           125
                                         ----------------------------
Total assets                                   $ 12,486       $ 9,132
                                         ============================
                                                                     
Liabilities                                                          
Current liabilities:                                                 
   Accounts payable and accrued expenses          $ 255         $ 172
   Section 31 fees payable to SEC                    19            97
   Accrued personnel costs                          115           111
   Deferred revenue                                 187           139
   Other current liabilities                        114           119
   Deferred tax liabilities                          38            35
   Default funds and margin deposits              1,934           209
   Current portion of debt obligations               45           136
                                         ----------------------------
Total current liabilities                         2,707         1,018
Debt obligations                                  2,673         1,840
Non-current deferred tax liabilities                716           713
Non-current deferred revenue                        152           156
Other non-current liabilities                       182           196
                                         ----------------------------
Total liabilities                                 6,430         3,923
                                         ----------------------------
                                                                     
Commitments and contingencies                                        
Equity                                                               
NASDAQ OMX stockholders' equity:                                     
   Common stock                                       2             2
   Additional paid-in capital                     4,270         3,771
   Common stock in treasury, at cost            (1,023)       (1,058)
   Accumulated other comprehensive loss            (51)         (185)
   Retained earnings                              2,857         2,678
                                         ----------------------------
Total NASDAQ OMX stockholders' equity             6,055         5,208
Noncontrolling interests                              1             1
                                         ----------------------------
Total equity                                      6,056         5,209
                                         ----------------------------
Total liabilities and equity                   $ 12,486       $ 9,132
                                         ============================
                                                                     

                           The NASDAQ OMX Group, Inc.                           
 Reconciliation of GAAP Net Income, Diluted Earnings Per Share, Operating Income
                                       and                                      
Operating Expenses to Non-GAAP Net Income, Diluted Earnings Per Share, Operating
                         Income, and Operating Expenses                         
                     (in millions, except per share amounts)                    
                                   (unaudited)                                  
                                                                                
                                                                                
                                                          Three Months Ended    
                                                     ---------------------------
                                                      Septembe   June   Septembe
                                                       r 30,     30,     r 30,  
                                                        2013     2013     2012  
                                                     ---------------------------
GAAP net income attributable to NASDAQ OMX               $ 113    $ 88      $ 89
                                                     ---------------------------
                                                                                
Non-GAAP adjustments:                                                           
                                                                                
  Merger and strategic initiatives (1)                      --      25       (3)
  Loss on divestiture of business                           --      --        14
  Restructuring charges                                     --      --        10
  Special legal expenses                                    --      --         4
                                                     ---------------------------
  Total non-GAAP adjustments                                --      25        25
                                                                                
  Adjustment to the income tax provision to reflect        (3)     (8)      (10)
   non-GAAP adjustments (2)                                                     
  Significant tax adjustments, net (3)                       3      --         1
                                                     ---------------------------
                                                     ---------------------------
  Total non-GAAP adjustments, net of tax                    --      17        16
                                                                                
Non-GAAP net income attributable to NASDAQ OMX           $ 113   $ 105     $ 105
                                                     ===========================
                                                                                
                                                                                
GAAP diluted earnings per share                         $ 0.66  $ 0.52    $ 0.52
  Total adjustments from non-GAAP net income above          --    0.10      0.10
                                                     ---------------------------
                                                                                
Non-GAAP diluted earnings per share                     $ 0.66  $ 0.62    $ 0.62
                                                     ===========================
                                                                                
                                                                                
                                                          Three Months Ended    
                                                     ---------------------------
                                                      Septembe   June   Septembe
                                                       r 30,     30,     r 30,  
                                                        2013     2013     2012  
                                                     ---------------------------
                                                                                
GAAP operating income                                    $ 202   $ 159     $ 170
                                                     ---------------------------
                                                                                
Non-GAAP adjustments:                                                           
                                                                                
   Merger and strategic initiatives (1)                     --      25       (3)
   Restructuring charges                                    --      --        10
   Special legal expenses                                   --      --         4
                                                     ---------------------------
   Total non-GAAP adjustments                               --      25        11
                                                     ---------------------------
                                                                                
Non-GAAP operating income                                $ 202   $ 184     $ 181
                                                     ===========================
                                                                                
                                                                                
 Total Non-GAAP revenues less transaction rebates,       $ 506   $ 451     $ 412
  brokerage, clearance and exchange fees                                        
                                                                                
Non-GAAP operating margin (4)                              40%     41%       44%
                                                                                
                                                                                
(1) For the three months ended September 30, 2013, merger and strategic         
 initiatives expense included $8 million of costs primarily related to the      
 acquisitions of eSpeed and the TR Corporate Solutions businesses. This amount  
 was offset by the remeasurement of a contingent purchase price liability       
 related to the BWise acquisition due to changes in the anticipated performance 
 of BWise.                                                                      
                                                                                
(2) Relates to the $8 million of merger and strategic initiatives expense       
 described in note (1) above. We determine the tax effect of each item based on 
 the tax rules in the respective jurisdiction where the transaction occurred.   
                                                                                
(3) This amount represents an increase in net deferred tax liabilities resulting
 from changes in tax rates in various jurisdictions.                            
                                                                                
(4) 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.                           
 Reconciliation of GAAP Net Income, Diluted Earnings Per Share, Operating Income
                                       and                                      
Operating Expenses to Non-GAAP Net Income, Diluted Earnings Per Share, Operating
                         Income, and Operating Expenses                         
                                 (in millions)                                  
                                   (unaudited)                                  
                                                                                
                                                                                
                                                    Three Months Ended          
                                        ----------------------------------------
                                          September 30,  June 30,  September 30,
                                              2013         2013         2012    
                                        ----------------------------------------
                                                                                
GAAP operating expenses                           $ 304     $ 292          $ 242
                                        ----------------------------------------
                                                                                
Non-GAAP adjustments:                                                           
                                                                                
  Merger and strategic initiatives (1)               --      (25)              3
  Restructuring charges                              --        --           (10)
  Special legal expenses                             --        --            (4)
                                        ----------------------------------------
  Total non-GAAP adjustments                         --      (25)           (11)
                                        ----------------------------------------
                                                                                
Non-GAAP operating expenses                       $ 304     $ 267          $ 231
                                        ========================================
                                                                                
                                                                                
(1) For the three months ended September 30, 2013, merger and strategic         
 initiatives expense included $8 million of costs primarily related to the      
 acquisitions of eSpeed and the TR Corporate Solutions businesses. This amount  
 was offset by the remeasurement of a contingent purchase price liability       
 related to the BWise acquisition due to changes in the anticipated performance 
 of BWise.                                                                      
                                                                                

                           The NASDAQ OMX Group, Inc.                           
                          Quarterly Key Drivers Detail                          
                                   (unaudited)                                  
                                                                                
                                                        Three Months Ended      
                                                --------------------------------
                                                  September   June     September
                                                    30,        30,       30,    
                                                    2013      2013       2012   
                                                --------------------------------
Market Services                                                                 
 Derivative Trading and Clearing                                                
 U.S. Equity Options                                                            
 Total industry average daily volume (in               13.6     15.9        13.8
  millions)                                                                     
   NASDAQ OMX PHLX matched market share               16.7%    18.0%       21.4%
   The NASDAQ Options Market matched market            9.0%     8.9%        5.2%
    share                                                                       
   NASDAQ OMX BX Options Market matched market         1.0%     1.0%        0.7%
    share                                                                       
                                                --------------------------------
   Total market share                                 26.7%    27.9%       27.3%
                                                                                
 NASDAQ OMX Nordic and NASDAQ OMX Baltic                                        
 Average daily volume:                                                          
  Options, futures and fixed-income contracts       346,940  438,418     371,230
  Finnish option contracts traded on Eurex          116,583  101,255      70,211
                                                                                
 NASDAQ OMX Commodities                                                         
  Power contracts cleared (TWh)(1)                      363      424         384
                                                                                
 Cash Equity Trading                                                            
 NASDAQ securities                                                              
  Total average daily share volume (in                 1.63     1.78        1.66
   billions)                                                                    
  Matched market share executed on NASDAQ             24.3%    25.5%       25.2%
  Matched market share executed on NASDAQ OMX          2.3%     2.4%        2.7%
   BX                                                                           
  Matched market share executed on NASDAQ OMX          0.7%     0.8%        1.2%
   PSX                                                                          
  Market share reported to the FINRA/NASDAQ                                     
     Trade Reporting Facility                         37.7%    35.8%       31.5%
                                                --------------------------------
  Total market share (2)                              65.0%    64.5%       60.6%
                                                                                
 New York Stock Exchange, or NYSE, securities                                   
  Total average daily share volume (in                 3.12     3.58        3.39
   billions)                                                                    
  Matched market share executed on NASDAQ             11.3%    11.7%       12.8%
  Matched market share executed on NASDAQ OMX          2.3%     2.2%        2.5%
   BX                                                                           
  Matched market share executed on NASDAQ OMX          0.5%     0.5%        0.6%
   PSX                                                                          
  Market share reported to the FINRA/NASDAQ                                     
     Trade Reporting Facility                         33.6%    32.0%       28.6%
                                                --------------------------------
  Total market share (2)                              47.7%    46.4%       44.5%
                                                                                
 NYSE MKT and regional securities                                               
  Total average daily share volume (in                 1.02     1.24        0.94
   billions)                                                                    
  Matched market share executed on NASDAQ             13.0%    14.6%       16.1%
  Matched market share executed on NASDAQ OMX          3.1%     2.7%        3.0%
   BX                                                                           
  Matched market share executed on NASDAQ OMX          1.4%     1.4%        1.5%
   PSX                                                                          
  Market share reported to the FINRA/NASDAQ                                     
     Trade Reporting Facility                         32.4%    31.2%       29.5%
                                                --------------------------------
  Total market share (2)                              49.9%    49.9%       50.1%
                                                                                
 Total U.S.-listed securities                                                   
  Total average daily share volume (in                 5.77     6.60        5.99
   billions)                                                                    
  Matched share volume (in billions)                   67.9     80.7        76.6
  Matched market share executed on NASDAQ             15.3%    15.9%       16.8%
  Matched market share executed on NASDAQ OMX          2.4%     2.4%        2.7%
   BX                                                                           
  Matched market share executed on NASDAQ OMX          0.7%     0.8%        0.9%
   PSX                                                                          
                                                --------------------------------
  Total market share                                  18.4%    19.1%       20.4%
                                                                                
 NASDAQ OMX Nordic and NASDAQ OMX Baltic                                        
  Securities                                                                    
  Average daily number of equity trades             285,404  329,030     284,764
  Total average daily value of shares traded          $ 4.0    $ 4.4       $ 3.2
   (in billions)                                                                
  Total market share                                  67.3%    69.7%       68.5%
                                                                                
Listing Services                                                                
 Initial public offerings                                                       
  NASDAQ                                                 38       35          17
  Exchanges that comprise NASDAQ OMX Nordic and          --        6           1
   NASDAQ OMX Baltic                                                            
                                                                                
 New listings                                                                   
  NASDAQ (3)                                             59       67          40
  Exchanges that comprise NASDAQ OMX Nordic and           5       12           4
   NASDAQ OMX Baltic (4)                                                        
                                                                                
 Number of listed companies                                                     
  NASDAQ (5)                                          2,602    2,581       2,610
  Exchanges that comprise NASDAQ OMX Nordic and         752      758         754
   NASDAQ OMX Baltic (6)                                                        
                                                                                
Technology Solutions                                                            
 Market Technology                                                              
 Order intake (in millions)(7)                        $ 119     $ 44        $ 34
 Total order value (in millions)(8)                   $ 579    $ 507       $ 540
                                                                                
 (1) Primarily transactions executed on Nord Pool 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 exchange traded funds.                                      
 (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: Media Relations:
         Joseph Christinat +1.646.441.5121
         Joseph.Christinat@NASDAQOMX.Com
         
         Investor Relations:
         Ed Ditmire +1.212.401.8737
         Ed.Ditmire@NASDAQOMX.Com
News Source: NASDAQ OMX



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Company:      The NASDAQ OMX Group, Inc.
              
               
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Fax:          
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ISIN:         US6311031081
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