NASDAQ OMX Reports Fourth Quarter and Full Year 2012 Results

NASDAQ OMX Reports Fourth Quarter and Full Year 2012 Results

  *Fourth quarter 2012 non-GAAP diluted EPS of $0.64, tied for the second
    highest quarterly performance in the firm's history; fourth quarter 2012
    GAAP diluted EPS of $0.50
  *Fourth quarter net exchange revenues^1 reach $419 million, the highest
    non-GAAP net exchange revenue level of the year. On an organic basis
    (constant currency and excluding acquisitions) fourth quarter revenue
    declined by 3 percent year-over-year
  *Non-transaction based revenues were 71 percent of fourth quarter net
    exchange revenue, tied for the highest level in NASDAQ OMX's history
  *2012 non-GAAP operating expenses of $918 million came in below previous
    guidance range of $922 to $935 million
  *Repurchased 11.5 million shares at an average price of $23.82 for a total
    cost of $275 million in 2012

NEW YORK, Jan. 31, 2013 (GLOBE NEWSWIRE) -- The NASDAQ OMX Group, Inc.
(Nasdaq:NDAQ) today reported results for the fourth quarter and full year
2012. Fourth quarter net exchange revenues were $419 million, driven by
particularly strong growth in our Corporate Solutions business.

Operating expenses were $244 million in the fourth quarter of 2012, compared
to $259 million in the prior year quarter. On a non-GAAP basis, fourth quarter
2012 operating expenses were $233 million, flat compared to the prior year
quarter.

Fourth quarter 2012 non-GAAP diluted earnings per share were $0.64, up $0.01
compared to the prior year quarter. Non-GAAP earnings per share in the fourth
quarter of 2012 exclude $8 million of restructuring expenses, $4 million of
merger and strategic expenses, $3 million in sublease reserve expenses, $2
million of special legal expenses, and a $7 million value added tax refund
related to prior year periods. On a GAAP basis, net income attributable to
NASDAQ OMX for the fourth quarter of 2012 was $85 million, or $0.50 per
diluted share, compared with $82 million, or $0.45 per diluted share, in the
prior year quarter.

"NASDAQ OMX ended 2012 with a strong finish to the year, driven by a
significant pick-up in corporate activity coupled with solid performance in
our U.S. options, U.S. proprietary data products and global index businesses,"
said Bob Greifeld, CEO, NASDAQ OMX. "While the volume environment remained
weak in the fourth quarter, we continued to expand our diversified, global
portfolio of businesses, increasing our stream of recurring revenues,
generating strong cash flows and delivering attractive returns for our
shareholders."

Mr. Greifeld continued, "Looking to 2013, we are encouraged to see positive,
multi week inflows from retail investors into U.S. equity mutual funds and
some signs of improvement in the volume environment. As we move through the
year, we will remain focused on strengthening our franchise by ensuring we
have the talent, structure and business portfolio to deliver for our clients
and shareholders. I believe we are creating the foundation for growth and
outperformance regardless of the economic, business or volume cycles."

Lee Shavel, NASDAQ OMX's EVP and Chief Financial Officer, said: "Our cost
reduction plan was successful and we exited the year with $50 million in
run-rate savings. In 2012 we generated in excess of $500 million in free cash
flow, and we continued to deploy our cash flow in ways that benefit our
investors. During the year, we returned $275 million to shareholders through
buybacks, $65 million through our dividend program, and we purchased a number
of attractive assets, including BWise, NOS and the index business of Mergent,
Inc., including Indxis. We also recently announced the proposed acquisition of
Thomson Reuters' Investor Relations, Public Relations and Multimedia Solutions
businesses. I fully expect these acquisitions, coupled with our ongoing
capital deployment efforts to drive substantial shareholder value in the years
ahead."

At December 31, 2012, the company had cash and cash equivalents of $497
million and total debt of $1,976 million, resulting in net debt of $1,479
million. This compares to net debt of $1,611 million at December 31, 2011.
During the fourth quarter of 2012, the company repurchased 2.1 million shares
of outstanding common stock under a share repurchase program, for a total of
$50 million. Since January 2010, NASDAQ OMX has repurchased $1,172 million of
outstanding common stock, representing 53.4 million shares at an average price
of $21.97.

BUSINESS HIGHLIGHTS

Market Services (64% of total net exchange revenues) - Net exchange revenues
were $270 million in the fourth quarter of 2012, down $11 million when
compared to the fourth quarter of 2011.

  Cash Equities (11% of total net exchange revenues) – Total net cash equity
  trading revenues were $47 million in the fourth quarter of 2012, down $12
  million compared to the fourth quarter of 2011. A lower level of industry
  trading volumes and a slightly lower market share were partially offset by
  positive revenue capture in both the U.S. and Nordic equity markets.

  Derivatives (18% of total net exchange revenues) – Total net derivative
  trading and clearing revenues were $75 million in the fourth quarter of
  2012, up $2 million compared to the fourth quarter of 2011. U.S. derivative
  revenues increased 10% year-over-year on market share gains and positive
  revenue capture per traded contract. European derivative and clearing
  revenues declined $2 million on lower volumes.

  Access and Broker Services (15% of total net exchange revenues) – Access and
  broker services revenues totaled $65 million, up $4 million compared to the
  fourth quarter of 2011. The increase was primarily driven by the uptake of
  new products including 40G connectivity.

  Market Data (20% of total net exchange revenues) – Total Market Data
  revenues of $83 million reflect a $4 million decrease compared to the year
  ago quarter. The decrease was driven by a lower level of audit collections
  and lower U.S. tape revenues.

Issuer Services (24% of total net exchange revenues) – Revenues were $101
million in the fourth quarter of 2012, up $10 million compared to the fourth
quarter of 2011. The increase was driven by strength in the Corporate
Solutions business which saw double digit revenue growth in the GlobeNewswire,
Directors Desk and Surveillance businesses. In addition, Corporate Solutions
revenues benefited from the acquisitions of BWise in May 2012 and Glide
Technologies in October 2011. The Global Index Group's revenues increased by
$1 million, or 8%, year-over-year driven by an increase in the underlying
assets associated with licensed financial products due to product growth and
newly executed product licenses.

Market Technology (12% of total net exchange revenues) – Revenues of $48
million in the fourth quarter of 2012 were flat compared to the fourth quarter
of 2011. The Market Technology segment had exceptionally strong order intake
of $95 million in the fourth quarter of 2012, rounding out a record year for
new business wins.

COST GUIDANCE – For the full year of 2013, core operating expenses, including
$50 million of expenses related to 2012 acquisitions, are expected to be in
the range of $910 million to $930 million, with an additional $50 million to
$60 million in incremental new initiative spending, resulting in total
operating expenses in the range of $960 million to $990 million. This guidance
excludes expenses related to our previously announced cost reduction plan,
expenses for the proposed voluntary accommodation program and special legal
expenses. We anticipate that the effective tax rate may increase in 2013, due
to the potential loss of tax deductions resulting from changes in tax laws in
certain jurisdictions. The impact of such tax law changes has not yet been
determined. As a result, we expect a 2013 effective tax rate in the range of
34% to 37%.

CORPORATE HIGHLIGHTS

  *Agreement to Acquire Thomson Reuters' IR, PR and Multimedia
    businesses.Announced agreement with Thomson Reuters to acquire the
    Investor Relations, Public Relations and Multimedia Solutions businesses,
    which provide insight, analytics and communications solutions to more than
    7,000 clients worldwide. Upon completion of the transaction, these
    complementary businesses will be integrated into NASDAQ OMX Corporate
    Solutions. The combination, which is subject to customary regulatory
    approvals, will create a global corporate services portfolio, with more
    diversified and comprehensive offerings to sell to NASDAQ OMX's listing
    and corporate clients.
  *Acquired the Index Business of Mergent, Inc., including Indxis. Announced
    and closed on the first acquisition in the Global Index Group - the index
    business of Mergent, Inc., including Indxis. With this acquisition, the
    Global Index Group is one of the largest providers of dividend-themed
    indexes based on benchmarked assets.
  *Appointment of Chief Information Officer.Appointed Bradley Peterson as
    Executive Vice President and Chief Information Officer. Mr. Peterson joins
    NASDAQ OMX from Charles Schwab. He will focus on driving the design and
    development of scalable and reliable solutions to further the growth and
    expansion of core products and services and underlying tools and
    technologies used by NASDAQ OMX customers.
  *Combination of Market Technology and Corporate Solutions
    businesses.Announced the combination of the Market Technology and
    Corporate Solutions businesses, which will operate under the name Global
    Technology Solutions and will be led by Anna Ewing, Executive Vice
    President, Global Technology Solutions. The combination will enable
    increased focus, drive growth across the company's technology businesses
    and create a dedicated software and technology management structure.
  *Combination of Global Data Products and Global Index Group businesses.
    Announced the combination of the Global Data Products and Global Index
    Group businesses, which will operate under the name Global Information
    Services and be led by John Jacobs, Executive Vice President, Global
    Information Services. The combination will enable greater customer focus
    and leverage of NASDAQ OMX's scalable technology, product innovation and
    robust distribution channels.

About NASDAQ OMX Group

The inventor of the electronic exchange, The NASDAQ OMX Group, Inc., fuels
economies and provides transformative technologies for the entire lifecycle of
a trade - from risk management to trade to surveillance to clearing. In the
U.S. and Europe, we own and operate 23 markets, 3 clearinghouses and 5 central
securities depositories supporting equities, options, fixed income,
derivatives, commodities, futures and structured products. Able to process
more than 1 million messages per second at sub-40 microsecond speeds with
99.99+% uptime, our technology drives more than 70 marketplaces in 50
developed and emerging countries into the future, powering 1 in 10 of the
world's securities transactions. Our award-winning data products and worldwide
indexes are the benchmarks in the financial industry. Home to approximately
3,300 listed companies worth more than $6 trillion in market cap whose
innovations shape our world, we give the ideas of tomorrow access to capital
today. Welcome to where the world takes a big leap forward, daily.Welcome to
the NASDAQ OMX Century.To learn more, visit www.nasdaqomx.com. Follow us on
Facebook (www.facebook.com/NASDAQ) and Twitter (www.twitter.com/nasdaqomx).
(Symbol: NDAQ and member of S&P 500)

Non-GAAP Information

In addition to disclosing results determined in accordance with GAAP, NASDAQ
OMX also discloses certain non-GAAP results of operations, including, but not
limited to, net income attributable to NASDAQ OMX, diluted earnings per share,
net exchange revenues, operating income, and operating expenses, that make
certain adjustments or exclude certain charges and gains that are described in
the reconciliation table of GAAP to non-GAAP information provided at the end
of this release. Management believes that this non-GAAP information provides
investors with additional information to assess NASDAQ OMX's operating
performance by making certain adjustments or excluding costs or gains and
assists investors in comparing our operating performance to prior periods.
Management uses this non-GAAP information, along with GAAP information, in
evaluating its historical operating performance.

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

Cautionary Note Regarding Forward-Looking Statements

Information set forth in this communication contains forward-looking
statements that involve a number of risks and uncertainties. NASDAQ OMX
cautions readers that any forward-looking information is not a guarantee of
future performance and that actual results could differ materially from those
contained in the forward-looking information. Such forward-looking statements
include, but are not limited to (i) projections about our future financial
results, growth, trading volumes, taxes and achievement of synergy targets,
(ii) statements about the closing or implementation dates and benefits of
certain strategic and capital return initiatives, (iii) statements about our
integrations of our recent acquisitions and (iv) other statements that are not
historical facts. Forward-looking statements involve a number of risks,
uncertainties or other factors beyond NASDAQ OMX's control. These factors
include, but are not limited to, NASDAQ OMX's ability to implement its
strategic initiatives, economic, political and market conditions and
fluctuations, government and industry regulation, interest rate risk, U.S. and
global competition, and other factors detailed in NASDAQ OMX's filings with
the U.S. Securities and Exchange Commission, including its annual reports on
Form 10-K and quarterly reports on Form 10-Q which are available on NASDAQ
OMX's website at http://www.nasdaqomx.com and the SEC's website at
www.sec.gov. NASDAQ OMX undertakes no obligation to publicly update any
forward-looking statement, whether as a result of new information, future
events or otherwise.

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

NDAQF



The NASDAQ OMX Group, Inc.
Consolidated Statements of Income
(in millions, except per share amounts)

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



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



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



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



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



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

CONTACT: Media Relations:
         Joseph Christinat +1.646.441.5121
         Joseph.Christinat@NASDAQOMX.Com

         Investor Relations:
         John Sweeney +1.212.401.8737
         John.Sweeney@NASDAQOMX.Com

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