DGAP-News: NASDAQ OMX Reports Fourth Quarter and Full Year 2011 Results

The NASDAQ OMX Group, Inc.

01.02.2012 13:00
—————————————————————————

FY 2011 Non-GAAP Diluted EPS Grows 27% Over Prior Year

2011 Full Year Net Exchange Revenues and Earnings Reach Record Highs

NEW YORK, Feb. 1, 2012 (GLOBE NEWSWIRE) — The NASDAQ OMX Group, Inc. (–NASDAQ
OMX(r)–) (Nasdaq:NDAQ) reported strong results for the fourth quarter of 2011.
Net income attributable to NASDAQ OMX for the fourth quarter of 2011 was $82
million, or $0.45 per diluted share, compared with $110 million, or $0.61 per
diluted share, in the third quarter of 2011, and $137 million, or $0.69 per
diluted share, in the fourth quarter of 2010. For the full year of 2011, net
income attributable to NASDAQ OMX was $387 million, or $2.15 per diluted share.

Included in the fourth quarter of 2011 results are $44 million of pre-tax
expenses associated with debt refinancing, the impairment of an
available-for-sale investment security and merger and strategic initiatives.

Financial Highlights:

— Net exchange revenues were $422 million in Q411, up from $400 million in
Q410, and were $1,690 million in FY 2011, up 11% when compared to FY 2010.
— Non-GAAP operating income was $187 million in Q411, up from $184 million in
Q410, and was $769 million in FY 2011, an increase of 10% from FY 2010.
— Non-GAAP net income was $113 million in Q411, up from $110 million in Q410,
and reached $455 million in FY 2011, up 11% when compared to FY 2010.
— Non-GAAP diluted EPS increased to $0.63 in Q411, up 15% over prior year
results. For FY 2011, non-GAAP diluted EPS increased to $2.53, up 27% from
FY 2010.

Summary of Non-GAAP Results1
——————————————————————————–

($ millions, except EPS) Q411 Q311 Q410 FY 2011 FY 2010
——————————————————————————–
Net Exchange Revenues2 $ 422 $ 438 $ 400 $ 1,690 $ 1,522
Total Operating Expenses 235 234 216 921 826
Operating Income 187 204 184 769 696
Net Income 113 121 110 455 411
Diluted Earnings Per Share $0.63 $0.67 $0.55 $2.53 $1.99

1. A complete reconciliation of GAAP to non-GAAP results is included in the
attached tables.
2. Represents revenues less transaction rebates, brokerage, clearance and
exchange fees.

Bob Greifeld, Chief Executive Officer and President, NASDAQ OMX said:

–In 2011, our strategic decision-making continued to pay off as we achieved
double digit growth in revenues and earnings. Investments in new initiatives,
contributions from acquisitions, and capital deployment decisions all
contributed to our success despite the backdrop of a difficult macroeconomic
environment. As we enter 2012, we remain committed to our strategic plan to
ensure that we–re well positioned for continued growth.–

Fourth Quarter 2011 Highlights

— Announced the approval of a share repurchase program, authorizing NASDAQ
OMX to repurchase in the aggregate up to $300 million of its outstanding
common stock. During the fourth quarter of 2011, NASDAQ OMX repurchased
3.98 million shares of common stock at an average price of $25.10 and an
aggregate principal value of $100 million.

Market Services

— Launched Genium Risk, a new risk management platform for the Nordic
clearing house, NASDAQ OMX Clearing. Genium Risk, a state of the art risk
system, provides the clearing house with a real-time risk management
solution, including new tools for improved risk monitoring and handling of
incidents for derivatives clearing.
— Announced intentions to introduce competitive central counterparty (CCP)
clearing, in cooperation with EMCF, EuroCCP and SIX x-clear, by the end of
April 2012. Interoperability will allow members of NASDAQ OMX–s Nordic
exchanges to choose between multiple clearing houses to clear and settle
their trades. The introduction of competitive CCP is conditional on the
necessary regulatory consents or approvals.
— Membership at N2EX, the U.K. power market jointly operated by NASDAQ OMX
and Nord Pool Spot, continued to grow on the back of increasing liquidity.
N2EX ended the year with 34 members and 15 companies trading U.K. power
futures. Recently, Scottish Power became the third of the six large U.K.
utilities to commit to bidding arrangements in N2EX–s day-ahead auction,
following earlier commitments by E.ON and SSE. During the fourth quarter of
2011, total cleared volumes reached 20.3 TWh, up from 9.3 TWh in the
prior-year period, while futures volumes increased to 1.9 TWh.
— Acquired the business of a leading provider of machine-readable economic
news to trading firms and financial institutions. This acquisition allows
NASDAQ OMX to provide a new service, Event Driven Analytics, which delivers
U.S. government and other economic news directly from the source to
customers interested in receiving information in an electronic feed. This
service distributes dozens of U.S. government and other economic indicators
to a variety of market participants, giving them instant access to events
that are incorporated into algorithmic trading systems.

Issuer Services

— The NASDAQ Stock Market attracted significant listing transfers during the
fourth quarter of 2011, announcing that companies with more than $80
billion in market capitalization intended to switch their listing to
NASDAQ. Blue chip companies Texas Instruments and Viacom led a variety of
companies representing diverse industries that announced transfers of their
listing. Notable transfers during the quarter include Icahn Enterprises,
Sallie Mae, Frontier Communications and Wendy–s.
— NASDAQ OMX welcomed 56 new listings during the quarter, including 16
initial public offerings. Among the largest IPOs this quarter were Groupon,
Ubiquiti Networks, Jive Software, and Zynga.
— Acquired Glide Technologies Limited, a leading London-based
software-as-a-service (SaaS) provider specializing in corporate
communications and reputation management solutions. Combining Glide
Technologies with NASDAQ OMX–s Corporate Solutions has created the first
and only fully-integrated workflow solution for investor relations and
public relations professionals.

Market Technology

— Signed a strategic alliance with Bolsa Electronica de Chile (BEC) to
provide BEC with the NASDAQ OMX market technology, X-stream Trading, and
advisory services for product development and global visibility. BEC and
its members benefit from significant enhancements in performance, latency
and throughput capacity by shifting to NASDAQ OMX–s proven exchange
technology.
— The SMARTS Broker Compliance business continued to demonstrate strong
growth during the quarter, winning contracts with two global brokeragefirms, each operating in 28 markets. And in parallel with Chi-X Australia
commencing operations, SMARTS launched Broker Compliance in support of the
new market while securing nearly a dozen new clients for the service.

Operating Highlights

U.S. Cash Equities

— Total matched market share of U.S. cash equities was 21.3% in the fourth
quarter of 2011, with NASDAQ matching 17.9%, NASDAQ OMX BX (–BX–) matching
2.4% and NASDAQ OMX PSX (–PSX–) matching 1.0%. Total matched market share
was 22.4% in the third quarter of 2011 (NASDAQ: 18.9%; BX: 2.4%; PSX 1.1%)
and 19.6% in the fourth quarter of 2010 (NASDAQ: 16.8%; BX: 2.3%; PSX
0.5%). Total matched share volume was 100.0 billion shares in the fourth
quarter of 2011, compared with 125.0 billion shares in the third quarter of
2011 and 93.1 billion shares in the fourth quarter of 2010.

European Cash Equities

— Total average daily volume was 394 thousand trades in the fourth quarter of
2011, compared with 423 thousand in the third quarter of 2011 and 275
thousand in the fourth quarter of 2010. Total average daily value traded
was $3.0 billion in the fourth quarter of 2011, compared with $3.7 billion
in the third quarter of 2011 and $3.2 billion in the fourth quarter of
2010.

U.S. Options

— Total matched market share of U.S. equity options was 27.2% in the fourth
quarter of 2011, with NASDAQ OMX PHLX (–PHLX–) matching 22.7% and The
NASDAQ Options Market (–NOM–) matching 4.5%. Total market share of U.S.
equity options was 26.4% in the third quarter of 2011 (PHLX: 22.3%; NOM:
4.1%) and 31.4% in the fourth quarter of 2010 (PHLX: 26.5%; NOM: 4.9%).
Total industry average daily volume was 15.5 million contracts in the
fourth quarter of 2011, compared with 18.5 million contracts in the third
quarter of 2011 and 15.1 million contracts in the fourth quarter of 2010.

European Derivatives

— In the fourth quarter of 2011, the average daily volume of options, futures
and fixed-income contracts was 455 thousand (Q311: 492 thousand; Q410: 436
thousand). Within NASDAQ OMX Commodities, cleared power contracts during
the fourth quarter of 2011 totaled 494 terawatt hours (–TWh–) (Q311: 416
TWh; Q410: 532 TWh).

Global Listings

— New listings totaled 56 in the fourth quarter of 2011 compared with 38 in
the third quarter of 2011 and 63 in the fourth quarter of 2010. New
listings for the fourth quarter of 2011 included 16 initial public
offerings, compared with 18 in the third quarter of 2011 and 37 in the
fourth quarter of 2010.

Market Technology

— Total order intake, which represents the value of orders signed, was $36
million during the fourth quarter of 2011, compared with $35 million in the
third quarter of 2011 and $71 million in the fourth quarter of 2010. At the
end of the fourth quarter of 2011, total order value, which represents the
total contract value of orders signed that are yet to be recognized as
revenue, was $458 million, compared with $473 million at the end of the
third quarter of 2011 and $495 million at the end of the fourth quarter of
2010.

Lee Shavel, Chief Financial Officer, said:

–2011 was a successful year across the board. Not only did we grow earnings by
27%, we also increased cash reserves, reduced outstanding debt obligations,
lowered borrowing costs, and continued to return capital to shareholders. In
the coming year, we plan to leverage our diversified business model and the
strong cash flows it generates to invest in growth opportunities while
continuing to generate strong returns for shareholders.–

Expense Guidance

For the full year of 2012 total core operating expenses are expected to be in
the range of $915 million to $935 million, plus an additional $40 million to
$50 million in incremental new initiative spending, resulting in total
operating expenses in the range of $955 million to $985 million.

Financial Review

Revenues

Revenues less transaction rebates, brokerage, clearance and exchange fees (–net
exchange revenues–) were $422 million for the fourth quarter of 2011, a
decrease of $16 million, or 4%, from the third quarter of 2011 but an increase
of $22 million, or 6%, from the fourth quarter of 2010. Changes in the
exchange rates of various currencies as compared to the U.S. dollar had the
impact of decreasing revenues in the fourth quarter of 2011 by $6 million when
compared to the third quarter of 2011, and increasing revenues by $1 million
when compared to the fourth quarter of 2010.

Market Services

Market Services net exchange revenues were $281 million for the fourth quarter
of 2011, down 6% when compared to the third quarter of 2011 but up 6% when
compared to the fourth quarter of 2010.

Transaction Services

Net exchange revenues from Transaction Services were $188 million for the
fourth quarter of 2011, a decrease of $23 million, or 11%, when compared to the
third quarter of 2011, but an increase of $6 million, or 3%, when compared to
the fourth quarter of 2010.

— Total net cash equity trading revenues were $59 million for the fourth
quarter of 2011, down $8 million, or 12%, from the third quarter of 2011,
and $1 million, or 2%, from the prior year quarter.

— Net U.S. cash equity trading revenues declined $6 million when compared to
the third quarter of 2011 but were equal to revenues in the fourth quarter
of 2010. The decline in revenues when compared to the third quarter of
2011 is primarily due to reductions in industry trading volumes, partially
offset by increases in the average net fee per share matched on NASDAQ–s
trading system.

— Included in U.S. cash equity trading revenues in the fourth quarter of 2011
are $73 million in SEC Section 31 fees, compared with $92 million in the
third quarter of 2011 and $57 million in the fourth quarter of 2010.
Corresponding cost of revenues, reflecting the reimbursement of these fees
to the SEC, is included in brokerage, clearance and exchange fees.

— European cash equity trading revenues were down $2 million, or 8%, from the
third quarter of 2011 and $1 million, or 4%, from the prior year quarter.
The decreases when compared to both periods are due primarily to declines
in value traded. Also contributing to the decrease when compared to the
third quarter of 2011 are changes in the exchange rates of various
currencies as compared to the U.S. dollar.

— Total net derivative trading and clearing revenues were $73 million for the
fourth quarter of 2011, down $11 million, or 13%, from the third quarter of
2011, and $1 million, or 1%, from the prior year quarter.

— Net U.S. derivative trading and clearing revenues decreased $10 million
when compared to the third quarter of 2011 and $1 million when compared to
the fourth quarter of 2010. The decrease when compared to the third quarter
of 2011 is due primarily to lower industry trading volumes, while the
decrease from the prior year quarter is due primarily to a decline in
market share.

— European derivative trading and clearing revenues decreased $1 million from
the third quarter of 2011 but were equal to revenues in the fourth quarter
of 2010. Lower revenues when compared to the third quarter of 2011 are
primarily due to changes in the exchange rates of various currencies as
compared to the U.S. dollar.

— Access Services revenues were $56 million for the fourth quarter of 2011.
When compared to the fourth quarter of 2010 revenues increased $8 million,
or 17%, primarily due to the acquisition of FTEN, which was completed in
December 2010. When compared to the third quarter of 2011, an audit
adjustment in the third quarter of 2011 resulted in higher than normal
revenues for that period.

Market Data

Market Data revenues were $87 million for the fourth quarter of 2011, up $4
million, or 5%, when compared to the third quarter of 2011, and up $8 million,
or 10%, when compared to the fourth quarter of 2010.

— Net U.S. tape plans revenues were $29 million in the fourth quarter of
2011, down $1 million when compared to the third quarter of 2011, but up $1
million when compared to the prior year quarter. The decline in revenues
when compared to the third quarter of 2011 is due to a decrease in the
amount of shareable revenues available in the various tape plans. The
increase when compared to the fourth quarter of 2010 is due to higher
trading and quoting market share, as calculated under the SEC-mandated
market data revenue quoting and trading formula.
— U.S. market data products revenues were $37 million in the fourth quarter
of 2011, up $4 million when compared to the third quarter of 2011 and $5
million when compared to the prior year quarter. The increase in revenues
when compared to both periods is due to higher customer demand for
proprietary data products. Also contributing to the increase in revenue are
higher audit fees in the fourth quarter of 2011.
— European market data products revenues were $21 million in the fourth
quarter of 2011, an increase of $1 million when compared to the third
quarter of 2011, and an increase of $2 million when compared to the prior
year quarter. The increase when compared to the third quarter of 2011 is
primarily due to increased demand for data products and higher audit fees,
offset somewhat by changes in the exchange rates of various currencies as
compared to the U.S. dollar. The increase when compared to the fourth
quarter of 2010 is primarily due to modified fees for market data products,
increased demand for data products, and higher audit fees.

Issuer Services

Issuer Services revenues were $93 million for the fourth quarter of 2011, an
increase of $1 million, or 1%, when compared to the third quarter of 2011, and
an increase of $4 million, or 4%, when compared to the fourth quarter of 2010.

Global Listing Services

Global Listing Services revenues were $80 million for the fourth quarter of
2011, up $1 million, or 1%, when compared to the third quarter of 2011, and up
$3 million, or 4%, when compared to the fourth quarter of 2010. Revenue growth
when compared to both periods is primarily due to increases in Corporate
Solutions revenues resulting from higher demand for services from customers.
Also contributing to the increase when compared to the fourth quarter of 2010
are higher European listing revenues.

Global Index Group

Global Index Group revenues were $13 million for the fourth quarter of 2011,
equal to revenues in the third quarter of 2011, and up $1 million, or 8%, when
compared to the fourth quarter of 2010. Higher revenues when compared to the
prior year period are primarily due to increases in asset sizes of licensed
ETFs, as well as additional demand for new licensed ETFs and other financial
products.

Market Technology

Market Technology revenues were $48 million for the fourth quarter of 2011, up
$2 million, or 4%, when compared to both the third quarter of 2011 and the
fourth quarter of 2010. Contributing to increases when compared to both periods
are revenues associated with recently delivered projects. Somewhat offsetting
the increase when compared to the third quarter of 2011 are changes in the
exchange rates of various currencies as compared to the U.S. dollar.

Operating Expenses

Total non-GAAP operating expenses increased $1 million to $235 million in the
fourth quarter of 2011 from $234 million in the third quarter of 2011, and
increased $19 million, or 9%, from $216 million in the prior year quarter. The
increase when compared to the third quarter of 2011 is primarily driven by
higher marketing and advertising expenses, and incremental spending for
professional and contract services. Somewhat offsetting these increases are
lower compensation expenses and a favorable effect from changes in the exchange
rates of various currencies as compared to the U.S. dollar. When compared to
the fourth quarter of 2010, the increase is primarily due to higher expenses
associated with FTEN (acquired in December 2010), and Zoomvision Mamato
(acquired in December 2010). Also contributing to the increase were higher
compensation expenses and incremental spending for professional and contract
services.

Items Excluded from Non-GAAP Results

Included in the fourth quarter of 2011 results are $44 million of pre-tax
expenses associated with debt refinancing, the impairment of an
available-for-sale investment security, and merger and strategic initiatives.
These expenses have been excluded from non-GAAP results.

— $25 million in pre-tax charges were recorded following NASDAQ OMX–s tender
offer to purchase 2.5% convertible notes. Included were $22 million of a
write-off associated with an unamortized debt discount, $2 million of debt
issuance costs, and $1 million of other expenses.
— A non-cash, other-than-temporary charge of $18 million related to an
available-for-sale investment security in Dubai Financial Market. As of
December 31, 2011, the cost basis of this investment security was $36
million and the fair value was $18 million. It was determined that the
decline in value of this security below its carrying amount was other than
temporary.
— $1 million in expenses related to merger and strategic initiatives.

Net Interest Expense

Net interest expense was $23 million for the fourth quarter of 2011, compared
with $27 million for the third quarter of 2011 and $24 million for the fourth
quarter of 2010. The decrease in net interest expense when compared to both
periods is primarily due to the refinancing of a prior credit facility and the
purchase of 2.5% convertible notes. Interest income for the fourth quarter and
third quarter of 2011 was $3 million and was $2 million for the fourth quarter
of 2010.

Earnings Per Share

On a non-GAAP basis, fourth quarter 2011 earnings per diluted share were $0.63
as compared to non-GAAP earnings per diluted share of $0.67 in the third
quarter of 2011 and non-GAAP earnings per diluted share of $0.55 in the prior
year quarter. NASDAQ OMX–s weighted average shares outstanding used to
calculate diluted earnings per share were 180 million for the fourth quarter of
2011, 181 million for the third quarter of 2011, and 200 million for the fourth
quarter of 2010.

About NASDAQ OMX

The NASDAQ OMX Group, Inc. is the world–s largest exchange company. It
delivers trading, exchange technology and public company services across six
continents, with approximately 3,500 listed companies. NASDAQ OMX offers
multiple capital raising solutions to companies around the globe, including its
U.S. listings market, NASDAQ OMX Nordic, NASDAQ OMX Baltic, NASDAQ OMX First
North, and the U.S. 144A sector. The company offers trading across multiple
asset classes including equities, derivatives, debt, commodities, structured
products and exchange-traded funds. NASDAQ OMX technology supports the
operations of over 70 exchanges, clearing organizations and central securities
depositories in more than 50 countries. NASDAQ OMX Nordic and NASDAQ OMX Baltic
are not legal entities but describe the common offering from NASDAQ OMX
exchanges in Helsinki, Copenhagen, Stockholm, Iceland, Tallinn, Riga, and
Vilnius. For more information about NASDAQ OMX, visit
http://www.nasdaqomx.com. *Please follow NASDAQ OMX on Facebook
(http://www.facebook.com/pages/NASDAQ-OMX/108167527653) and Twitter
(http://www.twitter.com/nasdaqomx).

Non-GAAP Information

In addition to disclosing results determined in accordance with GAAP, NASDAQ
OMX also discloses certain non-GAAP results of operations, including net income
attributable to NASDAQ OMX, diluted earnings per share, 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, tax benefits and achievement of synergy targets, (ii)
statements about the implementation dates and benefits of certain strategic
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 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.
Consolidated Statements of Income
(in millions, except per share amounts)

Three Months Ended Year Ended
—————————————–

Decemb Septem Decemb Decembe Decembe
er 31, ber er 31, r 31, r 31,
30,
2011 2011 2010 2011 2010
—————————————–
Revenues: (unaud (unaud (unaud (unaudi
ited) ited) ited) ted)
Market Services $ 698 $ 808 $ 648 $ 2,886 $ 2,700
—————————————–
Cost of revenues:
Transaction rebates (324) (390) (299) (1,344) (1,312)
Brokerage, clearance and exchange fees (93) (118) (84) (404) (363)
—————————————–
Total cost of revenues (417) (508) (383) (1,748) (1,675)
—————————————–
Total Market Services revenues less 281300 265 1,138 1,025
transaction rebates, brokerage,
clearance and exchange fees

Issuer Services 93 92 89 369 344
Market Technology 48 46 46 183 152
Other — — — — 1
—————————————–

Revenues less transaction rebates, 422 438 400 1,690 1,522
brokerage, clearance and exchange
fees
—————————————–
Operating Expenses:
Compensation and benefits 113 118 110 458 412
Marketing and advertising 9 4 6 24 20
Depreciation and amortization 28 28 27 109 103
Professional and contract services 25 23 21 90 78
Computer operations and data 15 17 15 65 58
communications
Occupancy 22 23 22 91 88
Regulatory 9 9 9 35 35
Merger and strategic initiatives 1 3 2 38 4
General, administrative and other 39 18 13 84 93
—————————————–
Total operating expenses 261 243 225 994 891
—————————————–

Operating income 161 195 175 696 631

Interest income 3 3 2 11 9
Interest expense (26) (30) (26) (119) (102)
Asset impairment charges (18) — — (18) —
Dividend and investment income — 1 (3) 1 (3)
Loss on divestiture of businesses — — — — (11)
Income from unconsolidated investees, 1 1 — 2 2
net
—————————————–
Income before income taxes 121 170 148 573 526
Income tax provision 40 61 13 190 137
—————————————–
Net income 81 109 135 383 389

Net loss attributable to 1 1 2 4 6
noncontrolling interests
—————————————–
Net income attributable to NASDAQ OMX $ 82 $ 110 $ 137 $ 387 $ 395
=========================================

Basic and diluted earnings per share:
Basic earnings per share $ 0.46 $ 0.62 $ 0.70 $ 2.20 $ 1.94=========================================
Diluted earnings per share $ 0.45 $ 0.61 $ 0.69 $ 2.15 $ 1.91
=========================================

Weighted-average common shares
outstanding for earnings per share:
Basic 175 177 195 176 203
Diluted 180 181 200 180 207

The NASDAQ OMX Group, Inc.
Revenue Detail
(in millions)
Three Months Ended
Year Ended

——————————————————————————–
———————-
December 31, September 30, December 31,
December 31, December 31,
2011 2011 2010
2011 2010

——————————————————————————–
———————-
(unaudited) (unaudited) (unaudited)
(unaudited)
MARKET
SERVI
CES
Trans
actio
n
Serv
ices
Cash
Equi
ty
Trad
ing
Reve
nues:
U.S. $ 385 $ 481 $ 331
$ 1,617 $ 1,600
cash
equi
ty
trad
ing

——————————————————————————–
———————-
Cost
of
reve
nues:
Tra (261) (327) (219)
(1,087) (1,094)
nsa
cti
on
re
bat
es
Bro (87) (111) (75)
(375) (341)
ker
age
,
cl
ear
anc
e
an
d
ex
cha
nge
fe
es

——————————————————————————–
———————-
Tot (348) (438) (294)
(1,462) (1,435)
al
U.
S.
ca
sh
eq
uit
y
co
st
of
re
ven
ues

——————————————————————————–
———————-
Net 37 43 37
155 165
U.
S.
ca
sh
eq
uit
y
tr
adi
ng
re
ven
ues
Europ 22 24 23
93 90
ean
cash
equi
ty
trad
ing

——————————————————————————–
———————-
Tot 59 67 60
248 255
al
ne
t
ca
sh
eq
uit
y
tr
adi
ng
re
ven
ues

——————————————————————————–
———————-
Deriv
ative
Trad
ing
and
Clea
ring
Reve
nues:
U.S. 110 121 131
471 390
deri
vativ
e
trad
ing
and
clea
ring

——————————————————————————–
———————-
Cost
of
reve
nues:
Tra (63) (63) (80)
(257) (218)
nsa
cti
on
re
bat
es
Bro (6) (7) (9)
(29)(22)
ker
age
,
cl
ear
anc
e
an
d
ex
cha
nge
fe
es

——————————————————————————–
———————-
Tot (69) (70) (89)
(286) (240)
al
U.
S.
de
riv
ati
ve
tr
adi
ng
an
d
cl
ear
ing
co
st
of
re
ven
ues

——————————————————————————–
———————-
Net 41 51 42
185 150
U.
S.
de
riv
ati
ve
tr
adi
ng
an
d
cl
ear
ing
re
ven
ues
Europ 32 33 32
128 115
ean
deri
vativ
e
trad
ing
and
clea
ring

——————————————————————————–
———————-
Tot 73 84 74
313 265
al
ne
t
de
riv
ati
ve
tr
adi
ng
an
d
cl
ear
ing
re
ven
ues
Acces 56 60 48
223 173
s
Serv
ices
Reve
nues

——————————————————————————–
———————-
Total 188 211 182
784 693
Tran
sacti
on
Serv
ices
reve
nues
less
tran
sacti
on
reba
tes,
brok
erage
,
clea
rance
and
exch
ange
fees

——————————————————————————–
———————-
Marke
t
Data
Reve
nues:
Net 29 30 28
115 117
U.S.
tape
plan
s
U.S. 37 33 32
135 126
mark
et
data
prod
ucts
Europ 21 20 19
83 70
ean
mark
et
data
prod
ucts

——————————————————————————–
———————-
Tot 87 83 79
333 313
al
Ma
rke
t
Da
ta
re
ven
ues

——————————————————————————–
———————-
Broke 5 5 4
19 15
r
Serv
ices
Reve
nues

——————————————————————————–
———————-
Other 1 1 —
2 4
Mark
et
Serv
ices
Reve
nues

——————————————————————————–
———————-
Total 281 300 265
1,138 1,025
Mark
et
Serv
ices
reve
nues
less
tran
sacti
on
reba
tes,
brok
erage
,
clea
rance
and
exch
ange
fees

——————————————————————————–
———————-
ISSUER
SERVI
CES
Globa
l
List
ing
Serv
ices
Reve
nues:
Annua 29 30 29
118 113
l
rene
wal
Listi 10 10 1039 39
ng of
addi
tiona
l
shar
es
Initi 4 4 4
16 18
al
list
ing

——————————————————————————–
———————-
Tot 43 44 43
173 170
al
U.
S.
li
sti
ng
se
rvi
ces
Euro 13 13 12
54 49
pean
lis
ting
fee
s
Corp 24 22 22
90 78
orat
e
Sol
utio
ns

——————————————————————————–
———————-
To 80 79 77
317 297
ta
l
G
lo
ba
l
L
is
ti
ng
S
er
vi
ce
s
r
ev
en
ue
s
Globa 13 13 12
52 47
l
Inde
x
Grou
p
Reve
nues

——————————————————————————–
———————-
To 93 92 89
369 344
ta
l
I
ss
ue
r
S
er
vi
ce
s
r
ev
en
ue
s

——————————————————————————–
———————-
MARKET
TECHN
OLOGY
Licen 29 28 27
115 103
se,
supp
ort
and
faci
lity
mana
gemen
t
Deliv 6 6 5
24 17
ery
proj
ect
Chang 13 12 14
44 32
e
requ
est,
advi
sory
and
brok
er
surv
eilla
nce

——————————————————————————–
———————-
Tot 48 46 46
183 152
al
Ma
rke
t
Te
chn
olo
gy
re
ven
ues

——————————————————————————–
———————-
Other — — —
— 1

——————————————————————————–
———————-
Total $ 422 $ 438 $ 400 $
1,690 $ 1,522
reven
ues
less
trans
action
rebat
es,
broke
rage,
clear
ance
and
excha
nge
fees

================================================================================
======================

The NASDAQ OMX Group, Inc.
Consolidated Balance Sheets
(in millions)

December 31, December 31,
2011 2010
—————————
Assets (unaudited)
Current assets:
Cash and cash equivalents $ 506 $ 315
Restricted cash 43 60
Financial investments, at fair value 279 253
Receivables, net 308 298
Deferred tax assets 16 13
Open clearing contracts:
Derivative positions, at fair value 1,566 4,037
Resale agreements, at contract value 3,745 3,441
Other current assets 110 93
—————————
Total current assets 6,573 8,510
Non-current restricted cash 105 105
Property and equipment, net 193 164
Non-current deferred tax assets 392 433
Goodwill 5,061 5,127
Intangible assets, net 1,648 1,719
Other non-current assets 119 149
—————————
Total assets $ 14,091 $ 16,207
===========================

Liabilities
Current liabilities:
Accounts payable and accrued expenses $ 164 $ 142
Section 31 fees payable to SEC 106 82
Accrued personnel costs 132 122
Deferred revenue 124 122
Other current liabilities 121 119
Deferred tax liabilities 27 26
Open clearing contracts:
Derivative positions, at fair value 1,566 4,037
Repurchase agreements, at contract value 3,745 3,441
Current portion of debt obligations 45 140
—————————
Total current liabilities 6,030 8,231
Debt obligations 2,072 2,181
Non-current deferred tax liabilities 670 698
Non-current deferred revenue 154 170
Other non-current liabilities 179 198
—————————
Total liabilities 9,105 11,478

Commitments and contingencies
Equity
NASDAQ OMX stockholders– equity:
Common stock 2 2
Additional paid-in capital 3,793 3,780
Common stock in treasury, at cost (860) (796)
Accumulated other comprehensive loss (350) (272)
Retained earnings 2,391 2,004
—————————
Total NASDAQ OMX stockholders– equity 4,976 4,718
Noncontrolling interests 10 11
—————————
Total equity 4,986 4,729
—————————
Total liabilities and equity $ 14,091 $ 16,207
===========================

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 Year Ended
——————————————
Decemb Septemb Decemb Decembe Decembe
er 31, er 30, er 31, r 31, r 31,
2011 2011 2010 2011 2010
——————————————
GAAP net income attributable to $ 82 $ 110 $ 137 $ 387 $ 395
NASDAQ OMX:
————————————–

Non-GAAP adjustments:

Merger and strategic initiatives 1 3 2 38 4
Extinguishment of debt 25 6 — 31 40
Asset impairment charges 18 — — 18 —
Sublease reserves — — 1 — 5
Asset retirements — — — — 2
Workforce reductions — — 2 — 9
Loss on divestiture of businesses — — — — 11
Other — — 4 4 5
——————————————
Total non-GAAP adjustments 44 9 9 91 76
Adjustment to the income tax (13) (3) (3) (28) (28)
provision to reflect non-GAAP
adjustments(1)
Significant tax adjustments, net — 5 (33) 5 (32)
——————————————
Total non-GAAP adjustments, net of 31 11 (27) 68 16
tax
——————————————

Non-GAAP net income attributable to $ 113 $ 121 $ 110 $ 455 $ 411
NASDAQ OMX:
==========================================

GAAP diluted earnings per common $ 0.45 $ 0.61 $ 0.69 $ 2.15 $ 1.91
share:
————————————–
Total adjustments from non-GAAP net 0.18 0.06 (0.14) 0.38 0.08
income above
——————————————

Non-GAAP diluted earnings per common $ 0.63 $ 0.67 $ 0.55 $ 2.53 $ 1.99
share:
==========================================

Three Months Ended Year Ended
——————————————
Decemb Septemb Decemb Decembe Decembe
er 31, er 30, er 31, r 31, r 31,
2011 2011 2010 2011 2010
——————————————

GAAP operating income: $ 161 $ 195 $ 175 $ 696 $ 631
————————————–

Non-GAAP adjustments:

Merger and strategic initiatives 1 3 2 38 4
Extinguishment of debt 25 6 — 31 40
Sublease reserves — — 1 — 5
Asset retirements — — — — 2
Workforce reductions — — 2 — 9
Other — — 4 4 5
——————————————
Total non-GAAP adjustments 26 9 9 73 65
——————————————

Non-GAAP operating income $ 187 $ 204 $ 184 $ 769 $ 696
==========================================

——————————————————————————–

Total revenues less transaction $ 422 $ 438 $ 400 $ 1,690 $ 1,522
rebates, brokerage, clearance and
exchange fees

Non-GAAP operating margin (2) 44% 47% 46% 46% 46%

——————————————————————————–

(1) We determine the tax effect of each item based on the tax rules in the
respective jurisdiction where the transaction occurred.
(2) Non-GAAP operating margin equals non-GAAP operating income divided by total
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 Year Ended
——————————————————-
December September December December December
31, 30, 31, 31, 31,
2011 2011 2010 2011 2010
——————————————————-