NASDAQ OMX Reports First Quarter 2013 Results

NASDAQ OMX Reports First Quarter 2013 Results

  *First quarter 2013 non-GAAP diluted EPS of $0.64, tied for the second
    highest quarterly performance in company history; first quarter 2013 GAAP
    diluted EPS of $0.25.
  *First quarter 2013 net exchange revenues^1 were $418 million, up 1% from
    the prior year quarter.
  *Non-transaction based revenues were 72% of our first quarter 2013 net
    exchange revenues, compared to 69% in the prior year quarter, and
    increased 5% from the prior year quarter.
  *First quarter 2013 non-GAAP operating expenses of $237 million increased
    2% from the prior year quarter.
  *Beginning in 2013, we realigned our reportable segments as a result of
    changes to the organizational structure of our businesses.

NEW YORK, April 24, 2013 (GLOBE NEWSWIRE) -- The NASDAQ OMX Group, Inc.
(Nasdaq:NDAQ) today reported results for the first quarter of 2013. First
quarter net exchange revenues were $418 million, up from $414 million in the
prior year period, driven by increases in our Global Technology Solutions and
Global Information Services segments, partially offset by lower U.S. cash
equity trading revenues. On an organic basis (constant currency and excluding
acquisitions) first quarter net exchange revenues decreased 2% year-over-year.

Operating expenses were $328 million in the first quarter of 2013, compared to
$243 million in the prior year quarter. On a non-GAAP basis, first quarter
2013 operating expenses were $237 million, up 2% as compared to the prior year
quarter. On an organic basis (constant currency and excluding acquisitions),
first quarter non-GAAP operating expenses fell 3% year-over-year.

First quarter 2013 non-GAAP diluted earnings per share were $0.64, up $0.03
compared to the prior year quarter. Non-GAAP diluted earnings per share in the
first quarter of 2013 exclude $62 million of expenses accrued for the one-time
voluntary accommodation program. This program, which was approved by the SEC
on March 22, 2013, expands the pool available to compensate members of the
NASDAQ Stock Market for qualified losses arising directly from the system
issues experienced with the Facebook IPO that occurred on May 18, 2012.

As previously disclosed, the staff of the SEC's Division of Enforcement is
conducting an investigation relating to these systems issues. Although the
Commission has not reached a final conclusion, NASDAQ OMX may pay $10 million
in connection with the potential resolution of this matter. As a result,
non-GAAP diluted earnings per share in the first quarter of 2013 also exclude
$10 million of expenses accrued for this estimated liability.

Non-GAAP diluted earnings per share in the first quarter of 2013 further
exclude $10 million of non-cash asset impairment charges, $9 million of
restructuring charges, $8 million of merger and strategic initiatives
expenses, and $2 million of special legal expenses. On a GAAP basis, net
income attributable to NASDAQ OMX for the first quarter of 2013 was $42
million, or $0.25 per diluted share, compared with $85 million, or $0.49 per
diluted share, in the prior year quarter.


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

"The successful execution of our strategy has delivered solid first quarter
results," said Bob Greifeld, CEO, NASDAQ OMX. "While the volume environment
remained challenging, our portfolio of corporate, trading, technology, and
information businesses continue to deliver consistent revenue and earnings
performance. We remain focused on helping our clients manage the growing
complexity and connectivity, which is required to optimize today's global
business environment, by delivering products and services that enhance
efficiency and productivity in the environments in which they operate."

Mr. Greifeld continued, "Looking forward in 2013, while we are confident that
a recovering economy and increasing investor confidence will eventually lead
to stronger tailwinds for our businesses, our diverse client base of
investors, financial institutions, exchanges, and regulators, and public and
private companies, are not waiting idly by, and are actively looking for
solutions that deliver a more effective means of interacting with the capital
markets. As such, we continue to dedicate significant resources towards both
organic initiatives, in particular our growing GIFT program, as well as
strategic acquisitions, to enhance the options and opportunities inherent in
our global offering."

Lee Shavel, EVP and CFO, NASDAQ OMX said:

"We have realigned our business to better serve our customers and our revised
business segments are intended to improve the transparency of our business
model for investors. We have combined our Corporate Solutions and Market
Technologies businesses to highlight the combined scale of our financial
software businesses which will be further enhanced by the acquisition of the
Thomson Reuters Corporate Services Business. Similarly, we have combined our
Market Data and Index businesses to emphasize the strength of our information
services businesses. The revenue and operating profit disclosures for these
segments will facilitate comparisons to companies with similar revenue and
profitability dynamics."

Mr. Shavel continued, "While we have delivered substantial value to
shareholders through our share repurchases and dividends, we will be focused
in the near-term on reducing the leverage associated with our recently
announced acquisitions of Thomson Reuters Corporate Services and eSpeed.
Utilizing our strong and consistent cash flow, we believe NASDAQ OMX will
return to pre-transaction leverage ratios within a year from closing these
transactions.We remain focused on delivering on the objectives we set for the
eSpeed and the Thomson Reuters Corporate Services businesses and believe they
represent significant strategic and financial opportunities for our
shareholders."

At March 31, 2013, the company had cash and cash equivalents of $591 million
and total debt of $1,966 million, resulting in net debt of $1,375 million.
This compares to net debt of $1,479 million at December 31, 2012.During the
first quarter of 2013, the company repurchased 0.3 million shares of
outstanding common stock under a share repurchase program, for a total of $10
million.Since January 2010, NASDAQ OMX has repurchased $1,182 million of
outstanding common stock, representing 53.7 million shares at an average price
of $22.03.

BUSINESS HIGHLIGHTS

Market Services (43% of total net exchange revenues) - Net exchange revenues
were $182 million in the first quarter of 2013, down $8 million when compared
to the first quarter of 2012.

  Cash Equities (11% of total net exchange revenues) – Total net cash equity
  trading revenues were $45 million in the first quarter of 2013, down $8
  million compared to the first quarter of 2012.The decline was due to lower
  industry volumes, both in the U.S. and in Europe, as well as lower market
  share, in particular in the U.S.

  Derivatives (17% of total net exchange revenues) – Total net derivative
  trading and clearing revenues were $74 million in the first quarter of 2013,
  down $1 million compared to the first quarter of 2012. Net U.S. derivative
  trading and clearing revenues increased 5% year-over-year due to market
  share gains and positive revenue capture per traded contract.European
  derivative trading and clearing revenues declined $3 million on lower rate
  per contract in equity derivatives due to pricing incentives aimed at
  capturing OTC volume and lower fixed income volumes, partially offset by
  higher commodity revenues and a favorable impact from foreign exchange of $1
  million.

  Access and Broker Services (15% of total net exchange revenues) – Access and
  broker services revenues totaled $63 million in the first quarter of 2013,
  up $1 million compared to the first quarter of 2012. The increase was
  primarily driven by the uptake of new products including 40G connectivity.

Information Services (26% of total net exchange revenues) – Revenues were $108
million in the first quarter of 2013, up $6 million from the first quarter of
2012.

  Market Data (22% of total net exchange revenues) – Total market data
  revenues were $91 million in the first quarter of 2013, up $4 million from
  the first quarter of 2012.U.S. market data products contributed the largest
  part of the increase, as a result of increased sales of proprietary products
  like Totalview and NASDAQ Basic, price increases to Level 2 products, and
  higher audit collections, partially offset by lower net U.S. tape plan
  revenues.Index data products also grew, while European market data products
  were flat.

  Index Licensing and Services (4% of total net exchange revenues) – Index
  licensing and services revenues were $17 million in the first quarter of
  2013, up $2 million from the first quarter of 2012.The revenue increase was
  split between growth in the value of assets in licensed products and from
  the acquisition of the index business of Mergent Inc., including Indxis.

Technology Solutions (18% of total net exchange revenues) - Revenues were $73
million in the first quarter of 2013, up $7 million from the first quarter of
2012.

  Corporate Solutions (6% of total net exchange revenues) – Total corporate
  solutions revenues were $24 million in the first quarter of 2013, up $3
  million from the first quarter of 2012.Corporate solutions revenues growth
  was primarily due to strong performance in Shareholder.com, GlobeNewswire,
  and Directors Desk products.

  Market Technology (12% of total net exchange revenues) – Market technology
  revenues were $49 million in the first quarter of 2013, up $4 million from
  the first quarter of 2012.The revenue increase is primarily due to revenues
  from BWise, which we acquired in the second quarter of 2012.Order intake in
  the first quarter of 2013 decreased, from $55 million in the first quarter
  of 2012 to $19 million in the first quarter of 2013, as several customer
  purchasing decisions were delayed.The order backlog remains higher
  year-over-year.

Listing Services (13% of total net exchange revenues) – Revenues were $55
million in the first quarter of 2013, down $1 million compared to the first
quarter of 2012.The decrease was driven by a decrease in U.S. listing
revenues, driven by lower initial listing fees, partially offset by an
increase in European listing revenues.

COST GUIDANCE – For the full year of 2013, core operating expenses 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,
and $12 million related to a 2013 accounting reclassification of certain
Corporate Solutions expenses that were previously netted in revenue, resulting
in total operating expenses in the range of $972 million to $1,002
million.This guidance excludes expenses related to our previously announced
cost reduction plan, expenses for the voluntary accommodation program, the SEC
matter, special legal expenses, and the expenses associated with the announced
acquisitions of eSpeed and the IR, PR, and Multimedia Solutions businesses
from Thomson Reuters.

CORPORATE HIGHLIGHTS

  *Agreement to acquire eSpeed.On April 1, 2013, NASDAQ OMX announced an
    agreement with BGC Partners, Inc., to acquire the eSpeed platform for
    trading U.S. Treasuries.Following the closing of the transaction, which
    is subject to regulatory approval, NASDAQ OMX intends to leverage its
    strong technology experience and leading distribution capabilities to
    further develop eSpeed's leading marketplace, while enjoying the
    structural tailwinds of a growing U.S. Treasury market.
  *Joint venture with SharesPost announced to form NASDAQ Private
    Market.NASDAQ OMX and SharesPost announced a NASDAQ OMX majority owned
    joint venture that will establish the preeminent marketplace for private
    growth companies.The NASDAQ Private Market (NPM) will provide improved
    access to liquidity for early investors, founders, and employees, while
    enabling the efficient buying and selling of private company shares.NPM
    is expected to launch later in 2013, pending regulatory approvals.
  *Combination of Market Technology and Corporate Solutions
    businesses.NASDAQ OMX combined the Market Technology and Corporate
    Solutions businesses, which are now included under the Technology
    Solutions segment and are led by Anna Ewing, Executive Vice President,
    Technology Solutions.The combination enables increased customer focus,
    growth across the company's technology businesses and a dedicated software
    and technology management structure.
  *Combination of Data Products and Index Group businesses. NASDAQ OMX
    combined the Data Products and Index Group businesses, which are now
    included under the Global Information Services segment and are led by John
    Jacobs, Executive Vice President, Global Information Services. The
    combination enables 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 over 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.

NDAQF

The NASDAQ OMX Group, Inc.
Condensed Consolidated Statements of Income
(in millions, except per share amounts)
(unaudited)
                                                                
                                       Three Months Ended
                                       March 31, December 31, March 31,
                                       2013      2012         2012
Revenues:                                                      
Market Services                       $508      $520         $580
Cost of revenues:                                              
Transaction rebates                   (242)      (249)         (306)
Brokerage, clearance and exchange      (84)       (84)          (84)
fees
Total cost of revenues                (326)      (333)         (390)
Total Market Services revenues less
transaction rebates,brokerage,         182        187           190
clearance and exchange fees
                                                                
Listing Services                      55         57            56
Information Services                  108        99            102
Technology Solutions                  73         79            66
                                                                
Revenues less transaction rebates,     418        422           414
brokerage, clearance and exchange fees
Operating Expenses:                                            
Compensation and benefits             117        116           112
Marketing and advertising             7          7             6
Depreciation and amortization         27         27            26
Professional and contract services    29         29            25
Computer operations and data           15         10            17
communications
Occupancy                             22         25            23
Regulatory                            7          7             9
Merger and strategic initiatives      8          4             2
Restructuring and other charges       9          8             9
General, administrative and other     25         14            14
Voluntary accommodation program       62         --           --
Total operating expenses              328        247           243
                                                                
Operating income                      90         175           171
                                                                
Interest income                       3          3             2
Interest expense                      (24)       (25)          (24)
Asset impairment charges              (10)       --           (12)
Income before income taxes            59         153           137
                                                                
Income tax provision                  17         69            53
                                                                
Net income                            42         84            84
                                                                
Net loss attributable to               --        1             1
noncontrolling interests
                                                                
Net income attributable to NASDAQ OMX $42       $85          $85
                                                                
Basic and diluted earnings per share:                          
Basic earnings per share              $0.26     $0.52        $0.49
Diluted earnings per share            $0.25     $0.50        $0.48
Cash dividends declared per common     $0.13     $0.13        $--
share
                                                                
Weighted-average common shares                                  
outstandingfor earnings per share:
Basic                                 165.7      164.5         173.0
Diluted                               169.7      169.1         177.5



The NASDAQ OMX Group, Inc.
Revenue Detail
(in millions)
(unaudited)
                                                                
                                       Three Months Ended
                                       March 31, December 31, March 31,
                                       2013      2012         2012
MARKET SERVICES                                                 
Cash Equity Trading Revenues:                                    
U.S. cash equity trading               $276      $283         $340
Cost of revenues:                                               
Transaction rebates                    (180)      (180)         (235)
Brokerage, clearance and exchange fees (73)       (74)          (75)
Total U.S. cash equity cost of          (253)      (254)         (310)
revenues
Net U.S. cash equity trading revenues   23         29            30
European cash equity trading           22         18            23
Total net cash equity trading revenues  45         47            53
                                                                
Derivative Trading and Clearing Revenues:                        
U.S. derivative trading and clearing   117        124           122
Cost of revenues:                                               
Transaction rebates                   (62)       (69)          (71)
Brokerage, clearance and exchange      (11)       (10)          (9)
fees
Total U.S. derivative trading and      (73)       (79)          (80)
clearing cost of revenues
Net U.S. derivative trading and        44         45            42
clearing revenues
European derivative trading and         30         30            33
clearing revenues
Total net derivative trading and        74         75            75
clearing revenues
                                                                
Access and Broker Services Revenues    63         65            62
                                                                
Total Market Services revenues less
transactionrebates, brokerage,         182        187           190
clearance and exchange fees
                                                                
LISTING SERVICES                                                
U.S. listing services                  42         44            44
European listing services              13         13            12
                                                                
Total Listing Services revenues         55         57            56
                                                                
INFORMATION SERVICES                                            
Market Data Revenues:                                           
U.S. market data products              63         60            60
European market data products          21         17            21
Index data products                    7          6             6
                                                                
Total Market Data revenues              91         83            87
                                                                
Index Licensing and Services Revenues  17         16            15
                                                                
Total Information Services revenues    108        99            102
                                                                
TECHNOLOGY SOLUTIONS                                            
Corporate Solutions Revenues           24         25            21
                                                                
Market Technology Revenues:                                     
Software license and support           37         36            36
Change request and advisory            6          12            4
Software as a service                  6          6             5
Total Market Technology revenues       49         54            45
                                                                
Total Technology Solutions revenues    73         79            66
                                                                
Total revenues less transaction
rebates, brokerage,clearance and       $418      $422         $414
exchange fees




The NASDAQ OMX Group, Inc.
Consolidated Balance Sheets
(in millions)
                                                
                                     March 31,   December 31,
                                     2013        2012
Assets                                (unaudited) 
Current assets:                                  
Cash and cash equivalents             $591      $497
Restricted cash                       83         85
Financial investments, at fair value  218        223
Receivables, net                      317        333
Deferred tax assets                   46         33
Default funds and margin deposits     229        209
Other current assets                  124        112
Total current assets                  1,608      1,492
Non-current restricted cash           25         25
Property and equipment, net           215        211
Non-current deferred tax assets       291        294
Goodwill                              5,309       5,335
Intangible assets, net                1,619      1,650
Other non-current assets              121        125
Total assets                          $9,188    $9,132
                                                
Liabilities                                     
Current liabilities:                             
Accounts payable and accrued expenses $217      $172
Section 31 fees payable to SEC        71         97
Accrued personnel costs               59         111
Deferred revenue                      250        139
Other current liabilities             116        119
Deferred tax liabilities              35         35
Default funds and margin deposits     229        209
Current portion of debt obligations   137        136
Total current liabilities             1,114      1,018
Debt obligations                      1,829      1,840
Non-current deferred tax liabilities  702        713
Non-current deferred revenue          148        156
Other non-current liabilities         192        196
Total liabilities                     3,985      3,923
                                                
Commitments and contingencies                   
Equity                                           
NASDAQ OMX stockholders' equity:                 
Common stock                          2          2
Additional paid-in capital            3,776      3,771
Common stock in treasury, at cost     (1,059)    (1,058)
Accumulated other comprehensive loss  (218)      (185)
Retained earnings                     2,699      2,678
Total NASDAQ OMX stockholders' equity 5,200      5,208
Noncontrolling interests              3          1
Total equity                          5,203      5,209
Total liabilities and equity          $9,188    $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
                                     March 31,     December 31,    March 31,
                                     2013        2012          2012
GAAP net income attributable to       $42         $85           $85
NASDAQ OMX:
                                                                 
Non-GAAP adjustments:                                             
                                                                 
Voluntary accommodation program       62           --            --
Reserve for Securities and Exchange   10           --            --
Commission matter
Merger and strategic initiatives      8            4              2
Restructuring charges                 9            8              9
Asset impairment charges              10           --            12
Special legal expenses                2            2              --
Sublease reserve                      --          3              --
Value added tax refund                --          (7)            --
Other                                 --          1              --
Total non-GAAP adjustments            101          11             23
                                                                 
Adjustment to the income tax
provision to reflect non-GAAP         (35)         (5)            (3)
adjustments^(1)
Significant tax adjustments, net      --          17             3
Total non-GAAP adjustments, net of    66           23             23
tax
                                                                 
Non-GAAP net income attributable to   $108        $108          $108
NASDAQ OMX:
                                                                 
GAAP diluted earnings per share:      $0.25       $0.50         $0.48
Total adjustments from non-GAAP net   0.39         0.14           0.13
income above
                                                                 
Non-GAAP diluted earnings per share:  $0.64       $0.64         $0.61
                                                                 
                                     Three Months Ended
                                     March 31,     December 31,    March 31,
                                     2013        2012          2012
                                                                 
GAAP operating income:                $90         $175          $171
                                                                 
Non-GAAP adjustments:                                             
                                                                 
Voluntary accommodation program      62           --            --
Reserve for Securities and Exchange  10           --            --
Commission matter
Merger and strategic initiatives     8            4              2
Restructuring charges                9            8              9
Special legal expenses               2            2              --
Sublease reserve                     --          3              --
Value added tax refund               --          (7)            --
Other                                --          1              --
Total non-GAAP adjustments           91           11             11
                                                                 
Non-GAAP operating income             $181        $186          $182
                                                                 
Total Non-GAAP revenues less
transaction rebates, brokerage,       $418        $422          $414
clearance and exchange fees
                                                                 
Non-GAAP operating margin ^ (2)       43%           44%             44%
                                                                 
(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.

                                                                 

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
                                        March 31,   December 31,   March 31,
                                        2013      2012         2012
                                                                 
GAAP operating expenses:                 $328      $247         $243
                                                                 
Non-GAAP adjustments:                                             
                                                                 
Voluntary accommodation program          (62)       --           --
Reserve for Securities and Exchange      (10)       --           --
Commission matter
Merger and strategic initiatives         (8)        (4)           (2)
Restructuring charges                    (9)        (8)           (9)
Special legal expenses                   (2)        (2)           --
Sublease reserve                         --        (3)           --
Value added tax refund                   --        7             --
Other                                    --        (1)           --
Total non-GAAP adjustments               (91)       (11)          (11)
                                                                 
Non-GAAP operating expenses              $237      $236         $232




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
                    March  June   September December December December December
                     31,    30,    30,       31,      31,      31,      31,
                    2012 2012 2012    2012   2012   2011   2010
                                                                 
GAAP revenues less
transaction rebates, $414 $427 $412    $422   $1,674 $1,690 $1,522
brokerage,clearance
and exchange fees:
                                                                 
Non-GAAP                                                          
adjustments:
                                                                 
Income from open
positions relating   --   (11)  --      --     (11)    --     
to the operations of
the Exchange
Total non-GAAP       --   (11)  --      --     (11)    --     --
adjustments
                                                                 
Non-GAAP revenues
less transaction
rebates,             $414 $416 $412    $422   $1,663 $1,690 $1,522
brokerage,clearance
and exchange fees:
                                                                 
                                                                 
                    Three Months Ended             Year Ended
                    March  June   September December December December December
                     31,    30,    30,       31,      31,      31,      31,
                    2012 2012 2012    2012   2012   2011   2010
                                                                 
GAAP operating       $243 $252 $242    $247   $984   $994   $891
expenses:
                                                                 
Non-GAAP                                                          
adjustments:
                                                                 
Merger and strategic (2)   (1)   3        (4)     (4)     (38)    (4)
initiatives
Restructuring        (9)   (17)  (10)     (8)     (44)    --     --
charges
Extinguishment of    --   --   --      --     --     (31)    (40)
debt
Special legal        --   --   (4)      (2)     (7)     --     --
expenses
Sublease reserve     --   --   --      (3)     (3)     --     (5)
Value added tax      --   --   --      7       7       --     --
refund
Asset retirements   --   --   --      --     --     --     (2)
Workforce reductions --   --   --      --     --     --     (9)
Other                --   (2)   --      (1)     (4)     (4)     (5)
Total non-GAAP       (11)  (20)  (11)     (11)    (55)    (73)    (65)
adjustments
                                                                 
Non-GAAP operating   $232 $232 $231    $236   $929   $921   $826
expenses
                                                                 
(1) Represents revenues less transaction rebates, brokerage, clearance and
exchange fees.


The NASDAQ OMX Group, Inc.
Quarterly Key Drivers Detail
(unaudited)
                                                              
                                Three Months Ended
                                March 31,    December 31,   March 31,
                                2013         2012           2012
Market Services                                                
Cash Equity Trading                                            
NASDAQ securities                                              
Total average daily share volume 1.82           1.74             1.80
(in billions)
Matched market share executed on 23.1%          23.6%            26.3%
NASDAQ
Matched market share executed on 2.5%           2.6%             2.6%
NASDAQ OMX BX
Matched market share executed on 0.9%           1.3%             1.3%
NASDAQ OMX PSX
Market share reported to the FINRA/NASDAQ                      
Trade Reporting Facility         35.7%          33.2%            33.2%
Total market share ^ (1)         62.2%          60.6%            63.4%
                                                              
New York Stock Exchange, or NYSE securities                     
Total average daily share volume 3.56           3.39             3.91
(in billions)
Matched market share executed on 11.6%          11.5%            13.4%
NASDAQ
Matched market share executed on 2.4%           2.5%             2.5%
NASDAQ OMX BX
Matched market share executed on 0.5%           0.7%             0.7%
NASDAQ OMX PSX
Market share reported to the FINRA/NASDAQ                      
Trade Reporting Facility         32.7%          30.0%            31.5%
Total market share ^ (1)         47.2%          44.7%            48.2%
                                                              
NYSE MKT and regional securities                                
Total average daily share volume 0.99           0.97             1.12
(in billions)
Matched market share executed on 13.1%          14.1%            19.0%
NASDAQ
Matched market share executed on 2.8%           2.9%             2.3%
NASDAQ OMX BX
Matched market share executed on 1.4%           1.6%             1.9%
NASDAQ OMX PSX
Market share reported to the FINRA/NASDAQ                      
Trade Reporting Facility         33.1%          30.6%            29.4%
Total market share ^ (1)         50.3%          49.3%            52.6%
                                                              
Total U.S.-listed securities                                   
Total average daily share volume 6.38          6.09            6.83
(in billions)
Matched share volume (in         70.3          71.6            90.1
billions)
Matched market share executed on 15.1%          15.4%            17.7%
NASDAQ
Matched market share executed on 2.5%           2.6%             2.5%
NASDAQ OMX BX
Matched market share executed on 0.8%           1.0%             1.1%
NASDAQ OMX PSX
Total market share^             18.4%          19.0%            21.3%
                                                              
NASDAQ OMX Nordic and NASDAQ OMX Baltic Securities               
Average daily number of equity   317,069        273,330          372,081
trades
Total average daily value of     $ 4.4         $ 3.4           $ 4.6
shares traded (in billions)
Total market share               68.8%          68.2%            70.0%
                                                              
Derivative Trading and Clearing                                 
U.S. Equity Options                                            
Total industry average daily     15.0           14.3             15.9
volume (in millions)
NASDAQ OMX PHLX matched market   20.7%          21.9%            22.2%
share
The NASDAQ Options Market        7.9%           6.2%             5.2%
matched market share
NASDAQ OMX BX Options matched    1.0%           1.0%             --
market share
Total market share               29.6%          29.1%            27.4%
                                                              
NASDAQ OMX Nordic and NASDAQ OMX Baltic                         
Average daily volume:                                          
Options, futures and             446,789        379,905          470,216
fixed-income contracts
Finnish option contracts traded  144,905        107,373          71,411
on Eurex
                                                              
NASDAQ OMX Commodities                                         
Power contracts cleared          460           453             521
(TWh)^(2)
                                                              
Listing Services                                               
Initial public offerings                                       
NASDAQ                           18             19               21
Exchanges that comprise NASDAQ   --           4                1
OMX Nordic and NASDAQ OMX Baltic
                                                              
New listings                                                   
NASDAQ ^(3)                      33             46               43
Exchanges that comprise NASDAQ
OMX Nordic and NASDAQ OMX Baltic 4              9                3
^(4)
                                                              
Number of listed companies                                     
NASDAQ ^(5)                      2,568         2,577           2,665
Exchanges that comprise NASDAQ
OMX Nordic and NASDAQ OMX Baltic 752           754             769
^(6)
                                                              
Technology Solutions                                           
Order intake (in millions)^(7)   $ 19          $ 95            $ 55
Total order value (in            $ 524         $ 546           $ 496
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) .
(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.



The NASDAQ OMX Group, Inc.
Condensed Consolidated Statements of Income
(in millions, except per share amounts)
                                                                                 
                   Three Months Ended                            Year Ended
                                         September  December   December December December
                    March 31,  June 30,   30,        31,        31,      31,      31,
                   2012      2012      2012      2012      2012    2011    2010
Revenues:         (unaudited) (unaudited) (unaudited) (unaudited)                   
Market Services   $580      $587      $519      $520      $2,206  $2,553  $2,387
Cost of revenues:                                                               
Transaction        (306)      (299)      (250)      (249)      (1,104)  (1,344)  (1,312)
rebates
Brokerage,
clearance and       (84)       (89)       (84)       (84)       (342)    (404)    (363)
exchange fees
Total cost of      (390)      (388)      (334)      (333)      (1,446)  (1,748)  (1,675)
revenues
Total Market
Services revenues
less transaction    190        199        185        187        760      805      712
rebates,brokerage,
clearance and
exchange fees
                                                                                 
Listing Services  56         55         55         57         224      236      229
Information        102        106        99         99         406      391      365
Services
Technology         66         67         73         79         284      258      215
Solutions
Other             --        --        --        --        --      --      1
                                                                                 
Revenues less
transaction
rebates,            414        427        412        422        1,674    1,690    1,522
brokerage,
clearance and
exchange fees
Operating                                                                         
Expenses:
Compensation and    112        113        113        116        454      458      412
benefits
Marketing and       6          6          6          7          26       24       20
advertising
Depreciation and    26         25         26         27         104      109      103
amortization
Professional and    25         26         27         29         107      91       78
contract services
Computer operations
and data            17         17         18         10         60       65       58
communications
Occupancy          23         23         22         25         93       91       88
Regulatory         9          9          8          7          34       35       35
Merger and
strategic           2          1          (3)        4          4        38       4
initiatives
Restructuring and   9          17         10         8          44       --      --
other charges
General,
administrative and  14         15         15         14         58       83       93
other
Total operating    243        252        242        247        984      994      891
expenses
Operating income   171        175        170        175        690      696      631
                                                                                 
Interest income   2          2          2          3          10       11       9
Interest expense  (24)       (24)       (24)       (25)       (97)     (119)    (102)
Asset impairment   (12)       (28)       --        --        (40)     (18)     --
charges
Loss on
divestiture of      --        --        (14)       --        (14)     --      (11)
business
Income (loss) from
unconsolidated      --        --        --        --        (1)      2        2
investees
Dividend and       --        --        --        --        --      1        (3)
investment income
                                                                                 
Income before      137        125        134        153        548      573      526
income taxes
                                                                                 
Income tax         53         33         45         69         199      190      137
provision
                                                                                 
Net income        $84       $92       $89       $84       $349    $383    $389
                                                                                 
Net loss
attributable to     1          1          --        1          3        4        6
noncontrolling
interests
                                                                                 
Net income
attributable to     $85       $93       $89       $85       $352    $387    $395
NASDAQ OMX
                                                                                 
Basic and diluted
earnings per                                                                      
share:
Basic earnings per $0.49     $0.55     $0.53     $0.52     $2.09   $2.20   $1.94
share
Diluted earnings   $0.48     $0.53     $0.52     $0.50     $2.04   $2.15   $1.91
per share
Cash dividends
declared per common $--      $0.13     $0.13     $0.13     $0.39   $--    $--
share
                                                                                 
                                                                                
Weighted-average
common shares
outstandingfor                                                                   
earnings per
share:
Basic             173.0      169.4      166.2      164.5      168.3    176.3    203.0
Diluted           177.5      173.4      170.5      169.1      172.6    180.0    207.0



The NASDAQ OMX Group, Inc.
Revenue Detail
(in millions)
                                                                                  
                    Three Months Ended                              Year Ended
                                          September  December   December December December
                     March 31,  June 30,   30,        31,        31,      31,      31,
                    2012      2012      2012      2012      2012    2011    2010
MARKET SERVICES     (unaudited) (unaudited) (unaudited) (unaudited)                   
Cash Equity Trading Revenues:                                                      
U.S. cash equity     $340      $373      $297      $283      $1,294  $1,617  $1,600
trading
Cost of revenues:                                                                 
Transaction rebates (235)      (246)      (193)      (180)      (854)    (1,087)  (1,094)
Brokerage, clearance (75)       (83)       (75)       (74)       (308)    (375)    (341)
and exchange fees
Total U.S. cash
equity cost of       (310)      (329)      (268)      (254)      (1,162)  (1,462)  (1,435)
revenues
Net U.S. cash equity 30         44         29         29         132      155      165
trading revenues
European cash equity 23         19         18         18         80       95       90
trading
Total net cash
equity trading       53         63         47         47         212      250      255
revenues
                                                                                  
Derivative Trading and Clearing                                                     
Revenues:
U.S. derivative
trading and          122        103        110        124        458      471      390
clearing
Cost of revenues:                                                                 
Transaction rebates (71)       (53)       (57)       (69)       (250)    (257)    (218)
Brokerage,
clearance and        (9)        (6)        (9)        (10)       (34)     (29)     (22)
exchange fees
Total U.S.
derivative trading   (80)       (59)       (66)       (79)       (284)    (286)    (240)
and clearing cost of
revenues
Net U.S. derivative
trading and clearing 42         44         44         45         174      185      150
revenues
European derivative
trading and clearing 33         26         28         30         117      128      115
revenues
Total net derivative
trading and clearing 75         70         72         75         291      313      265
revenues
                                                                                  
Access and Broker    62         66         66         65         257      242      188
Services Revenues
                                                                                  
Other Market         --        --        --        --        --      --      4
Services Revenues
Total Market
Services revenues
less transaction     190        199        185        187        760      805      712
rebates, brokerage,
clearance and
exchange fees
                                                                                  
LISTING SERVICES                                                                  
U.S. listing         44         43         43         44         174      181      178
services
European listing     12         12         12         13         50       55       51
services
                                                                                  
Total Listing        56         55         55         57         224      236      229
Services revenues
                                                                                  
INFORMATION                                                                        
SERVICES
Market Data                                                                        
Revenues:
U.S. market data     60         63         61         60         244      229      225
products
European market data 21         20         17         17         74       80       69
products
Index data products 6          7          6          6          25       24       19
                                                                                  
 Total Market Data 87         90         84         83         343      333      313
revenues
                                                                                  
Index Licensing and  15         16         15         16         63       58       52
Services Revenues
                                                                                  
Total Information    102        106        99         99         406      391      365
Services revenues
                                                                                  
TECHNOLOGY                                                                         
SOLUTIONS
Corporate Solutions  21         22         22         25         89       75       63
Revenues
                                                                                  
Market Technology                                                                  
Revenues:
Software license and 36         35         36         36         143      139      120
support
Change request and   4          6          7          12         29       29       27
advisory
Software as a        5          4          8          6          23       15       5
service
Total Market         45         45         51         54         195      183      152
Technology revenues
                                                                                  
Total Technology     66         67         73         79         284      258      215
Solutions revenues
                                                                                  
Other               --        --        --        --        --      --      1
                                                                                  
Total revenues less
transaction rebates, $414      $427      $412      $422      $1,674  $1,690  $1,522
brokerage,clearance
and exchange fees

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

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