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globenewswire

NASDAQ OMX Announces Third Quarter 2009 Results

Non-GAAP Diluted EPS $0.42 (GAAP Diluted EPS $0.28)

  • Press Release
  • Source: The NASDAQ OMX Group, Inc.
  • On 7:00 am EST, Thursday November 5, 2009

NEW YORK, Nov. 5, 2009 (GLOBE NEWSWIRE) -- The NASDAQ OMX Group, Inc. ("NASDAQ OMX(R)") (Nasdaq:NDAQ - News) today reported net income attributable to NASDAQ OMX of $60 million, or $0.28 per diluted share, for the third quarter of 2009 compared with net income attributable to NASDAQ OMX of $58 million, or $0.27 per diluted share, in the third quarter of 2008, and net income attributable to NASDAQ OMX of $69 million, or $0.33 per diluted share, in the second quarter of 2009.

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{"s" : "ndaq","k" : "c10,l10,p20,t10","o" : "","j" : ""}

For comparison purposes, results for the second and third quarters of 2009 are presented on a non-GAAP basis and exclude merger expenses, losses on the sale of investments, a debt conversion expense, and certain other non-recurring items. Results for the third quarter of 2008 are presented on a pro forma non-GAAP basis that reflect the financial results of NASDAQ OMX and the Philadelphia Stock Exchange as if they were a combined company for the period presented and exclude merger expenses and certain other non-recurring items. A complete reconciliation of GAAP results to non-GAAP and to pro forma non-GAAP results is provided as an attachment.

For the third quarter of 2009, net income attributable to NASDAQ OMX on a non-GAAP basis was $89 million, or $0.42 per diluted share, a decrease of 18%, when compared to pro forma non-GAAP net income attributable to NASDAQ OMX of $108 million, or $0.51 per diluted share, for the third quarter of 2008, and a decrease of 10% when compared to non-GAAP net income attributable to NASDAQ OMX of $99 million, or $0.47 per diluted share, for the second quarter of 2009.

Items excluded from third quarter 2009 non-GAAP results are:



 * $25 million in debt conversion expense associated with the
   inducement provided to Silver Lake and another holder to convert
   their 3.75% convertible notes into common stock;

 * $16 million in pre-tax expenses associated with asset retirements,
   workforce reductions, and other non-recurring items; and,

 * $5 million in pre-tax merger expenses.

"As stated throughout this year, we've targeted organic growth initiatives designed to bring transparency and innovation to the markets and are pleased to see several of these strategic initiatives gain traction," commented Bob Greifeld, NASDAQ OMX's Chief Executive Officer. "The growth of the BX market has established it as the most successful new trading venue, as it now averages more than 3.5% of the U.S. cash equities market. The recent move to a positive fee structure at BX follows a similar move at The NASDAQ Options Market, with the combined actions expected to make significant contributions to our results. And in our Market Technology business we are excited that the Osaka Securities Exchange and the Kuwait Stock Exchange each selected NASDAQ OMX as their strategic technology partner. We will continue to be innovative and use our technology leadership to bring new, creative market solutions to our trading community and to our exchange partners around the world."

Highlights



 * Continued expansion of the Market Technology business following
   its selection as the strategic technology provider to the Osaka
   Securities Exchange (OSE) and the Kuwait Stock Exchange (KSE).
   OSE, the premier Japanese derivatives and securities exchange, is
   the second major customer in Japan to choose NASDAQ OMX as a
   technology partner within the past 18 months.  As part of the
   agreement with KSE, NASDAQ OMX will deliver technology for trading,
   surveillance and market data.  KSE marks NASDAQ OMX's eleventh
   technology partner in the Middle East region.  Additionally,
   NASDAQ OMX and BM&FBOVESPA continue their discussions regarding
   possible technology cooperation agreements.

 * Enjoyed continued growth in volume and market share at NASDAQ OMX
   BX (BX), as the market now regularly trades approximately 350
   million shares per day with market share of U.S. cash equity
   trading in excess of 3.5%.  In the month of October, market share
   for The NASDAQ Stock Market grew to 21.1% while BX grew to 3.7%,
   for a combined market share of 24.8%.

 * Captured a total of 35 new listings during the third quarter of
   2009, including 33 on The NASDAQ Stock Market and 2 on the
   exchanges that comprise NASDAQ OMX Nordic and NASDAQ OMX Baltic.
   Included in new listings are 12 IPOs and 7 companies that switched
   their listing to NASDAQ from exchanges operated by NYSE Group.
   Switches include Mattel, R.R. Donnelley & Sons, and TriMas
   Corporation. NASDAQ OMX also recognized 135 secondary offerings
   during the quarter, up from 110 in the first two quarters of 2009.

 * Launched central counterparty clearing in the NASDAQ OMX Nordic
   exchanges in Copenhagen, Helsinki, and Stockholm through a
   partnership with EMCF (European Multilateral Clearing Facility)
   in October 2009.  The introduction of central counterparty clearing
   in the Nordic equity markets is part of NASDAQ OMX's strategy to
   increase market liquidity by introducing a competitive market
   structure that is accessible to new participants.

 * Grew Nordic derivatives volumes during the quarter.  Contributing
   to growing volume is the transition of volumes from the London
   Stock Exchange's EDX system into the NASDAQ OMX derivatives markets
   and clearinghouse.  This transition is expected to be completed by
   year-end 2009.

 * Witnessed renewed volume growth in our European power markets,
   with total cleared carbon contracts up more than 50% from the
   second quarter of 2009.

 * Announced plans to launch a third equity trading platform during
   2010, pending SEC approval. NASDAQ OMX expects to offer this equity
   trading platform with a new price/size priority model using the
   license acquired from its 2008 acquisition of the former
   Philadelphia Stock Exchange, known today as NASDAQ OMX PHLX.

 * Introduced next generation trading technology through the rollout
   of new enhancements and upgrades to INET, NASDAQ OMX's core trading
   technology platform.  Recognized as the most sophisticated trading
   technology in the world, INET is the common technology utilized
   across NASDAQ OMX's U.S. and European markets.  It also serves as
   the backbone for GENIUM, NASDAQ OMX's commercial exchange
   technology offering.

 * Announced plans to establish a new listing market, pending SEC
   approval, for companies that do not presently qualify for an
   exchange listing. The new listing market will be a modern venue
   for companies that aspire to list on, or return to, The NASDAQ
   Stock Market.

 * Continued the development of International Derivatives Clearing
   Group, an independently operated NASDAQ OMX subsidiary that
   operates a designated clearing organization for clearing and
   settling interest rate swap futures contracts and other fixed
   income derivatives contracts.  More than 20 counterparties have
   submitted in excess of $850 billion in notional value into the
   clearinghouse to test systems and internal processes.

 * Reduced total principal amount of debt obligations by $232 million
   in the third quarter of 2009, bringing the total year-to-date
   reduction to $452 million.  Actions during the third quarter of
   2009 include repaying $113 million in principal on $2.0 billion
   term loan and converting $119 million of 3.75% convertible notes
   held by Silver Lake and another holder into common equity.

"During the third quarter, NASDAQ OMX continued to execute on a key priority of lowering total debt obligations," noted Adena Friedman, Chief Financial Officer. "Through principal debt payments, repurchases of convertible notes, the conversion of convertible notes, as well as other actions, we have been able to reduce total debt obligations by approximately $452 million this year alone. Looking forward, we will continue to maintain the same financial discipline that has provided NASDAQ OMX with the flexibility needed to compete effectively. For the full year of 2009, we are updating our guidance for total operating expenses to be in the range of $840 million to $850 million, including approximately $50 million in non-recurring costs."

Financial Review

Revenues

Revenues less liquidity rebates, brokerage, clearance and exchange fees ("net exchange revenues") were $349 million for the third quarter of 2009, a decrease of $62 million, or 15%, from third quarter 2008 results, of which $14 million was due to changes in the exchange rates of various currencies as compared to the U.S. dollar. Net exchange revenues declined $18 million, or 5%, from second quarter 2009 results.

Market Services

Market Services net exchange revenues decreased to $230 million, down 21% from the prior year quarter, and down 7% from the second quarter of 2009.

Transaction Services

Net exchange revenues from Transaction Services were $139 million for the third quarter of 2009, a decrease of $51 million, or 27%, when compared to the third quarter of 2008, and a decrease of $16 million, or 10%, from the second quarter of 2009.



 * Cash Equity Trading net exchange revenues were $49 million for the
   third quarter of 2009, down $53 million, or 52%, from the prior
   year quarter and down $19 million, or 28%, from the second quarter
   of 2009.

   -- Net U.S. cash equity trading revenues decreased when compared to
      the prior year quarter and the second quarter of 2009 due
      primarily to declines in matched share volume and the average
      net fee per share matched on NASDAQ's trading system.

   -- European cash equity trading revenues declined when compared to
      the prior year quarter and remained equal to second quarter of
      2009 revenues.  The decline from the third quarter of 2008 is
      primarily due to a decline in value traded, which dropped from
      EUR 271 billion in the prior year quarter to EUR 141 billion in
      the third quarter of 2009.  Also contributing to the decline in
      European cash equity trading revenues when compared to the third
      quarter of 2008 are changes in the exchange rates of various
      currencies as compared to the U.S. dollar.

   -- Included in U.S. cash equity trading revenues in the third
      quarter of 2009 are $94 million in SEC Section 31 fees, compared
      with $42 million in the third quarter of 2008 and $92 million in
      the second quarter of 2009.  Corresponding cost of revenues,
      reflecting the reimbursement of these fees to the SEC, is
      included in brokerage, clearance and exchange fees.

 * Derivative trading net exchange revenues were $54 million for the
   third quarter of 2009, down $2 million, or 4%, from the prior year
   quarter and down $1 million, or 2%, from the second quarter of
   2009.

   -- The decline in net U.S. derivative trading revenue when
      compared to the prior year quarter is primarily due to lower
      industry volumes for equity option contracts, which declined 8%,
      offset somewhat by increased market share on The NASDAQ Options
      Market.  The decline from the second quarter of 2009 is
      primarily due to lower industry volumes.

   -- The increase in European derivative trading revenues when
      compared to the third quarter of 2008 is primarily due to the
      inclusion of NASDAQ OMX Commodities revenues following the
      October 21, 2008 closing of NASDAQ OMX's acquisition of Nord
      Pool ASA's clearing, international derivatives and consulting
      subsidiaries.  The increase in revenues when compared to the
      second quarter of 2009 is due primarily to changes in the
      exchange rates of various currencies as compared to the U.S.
      dollar.

 * Access Services revenues were $36 million for the third quarter of
   2009, an increase of $4 million, or 13% when compared to both the
   prior year quarter and the second quarter of 2009.  The increase
   in access services revenues when compared to both the prior year
   quarter and the second quarter of 2009 is primarily due to revised
   fees for access services and increased demand for co-location
   services.

Market Data

Market Data revenues were $79 million for the third quarter of 2009, down $8 million, or 9%, when compared to the third quarter of 2008 and equal to revenues reported in the second quarter of 2009.



 * Net U.S. tape plans revenues were $31 million in the third quarter
   of 2009, down $7 million, or 18%, when compared to the prior year
   quarter and up $1 million, or 3%, when compared to the second
   quarter of 2009. The decline in U.S. tape plans revenues, net of
   revenue sharing plans, in the third quarter of 2009 when compared
   to the third quarter of 2008 is primarily due to the decline in
   NASDAQ's trading and quoting market share of U.S. equities and a
   reduction in the size of tape plan revenue pools.

 * U.S. market data products revenues were $29 million in the third
   quarter of 2009, an increase of $2 million, or 7%, when compared
   to the year ago quarter, but down $1 million, or 3%, when compared
   to the second quarter of 2009.    Revenue growth when compared to
   the prior year quarter is driven primarily by the growth of
   products such as the NASDAQ Global Index Data Service, launched in
   first quarter of 2009, and other proprietary data products.

 * European market data products revenues were $19 million in the
   third quarter of 2009, a decrease of $3 million, or 14%, when
   compared to the prior year quarter and equal to revenues reported
   in the second quarter of 2009.  The decrease when compared to the
   third quarter of 2008 is primarily due to changes in the exchange
   rates of various currencies as compared to the U.S. dollar and
   declines in subscriber populations.

Issuer Services

During the third quarter of 2009, Issuer Services revenues declined $9 million, or 10%, to $80 million from the third quarter of 2008 and decreased $2 million, or 2%, from the prior quarter.

Global Listing Services

Global Listing Services revenues were $70 million for the third quarter of 2009, down $6 million, or 8%, when compared to the third quarter of 2008 and down $2 million, or 3%, from the second quarter of 2009. Decreases in revenues from the prior year period are due primarily to lower U.S. annual renewal fees resulting from fewer listed companies, and to lower market capitalization values for European listed equities, which in turn result in lower European listing fees. Also contributing to the decline in revenues from the third quarter of 2008 are changes in the exchange rates of various currencies as compared to the U.S. dollar. The decline when compared to the second quarter of 2009 is due to seasonally lower demand for corporate services.

Global Index Group

Global Index Group revenues were $10 million for the third quarter of 2009, down $3 million, or 23%, when compared to the third quarter of 2008 and equal to second quarter of 2009 revenues. Driving the decline in revenues when compared to the prior year quarter are lower license fees associated with NASDAQ OMX-licensed products, related to lower volumes in licensed derivatives and declines in assets under management in ETFs and structured products.

Market Technology

Market Technology revenues were $36 million for the third quarter of 2009, up $7 million, or 24%, when compared to the third quarter of 2008, and equal to the second quarter of 2009 revenues. Revenues increased when compared to the prior year quarter primarily due to the increased deliveries of market technology contracts.

Operating Expenses

Total operating expenses decreased $25 million, or 11%, to $197 million from $222 million in the prior year quarter and decreased $2 million, or 1%, from $199 million in the second quarter of 2009. The decrease in expenses from the third quarter of 2008 was realized through a reduction in compensation expense, lower marketing and advertising expense, reduced expenses for computer operations and data transmission, and lower general, administrative and other expense. These reductions were driven by successful integration efforts associated with NASDAQ's business combination with OMX and the acquisition of the Philadelphia Stock Exchange. Also contributing to the decline were changes in the exchange rates of various currencies as compared to the U.S. dollar. The decrease in expenses when compared to the second quarter of 2009 is driven by lower compensation expense, offset somewhat by increased expenses in various other line items due primarily to changes in the exchange rates of various currencies as compared to the U.S. dollar.

Net Interest Expense

Net interest expense was $23 million for the third quarter of 2009, compared with $23 million for the third quarter of 2008 and for the second quarter of 2009.

Earnings Per Share

On a non-GAAP basis, third quarter 2009 earnings per diluted share were $0.42 as compared to pro forma non-GAAP earnings per diluted share of $0.51 in the prior year quarter, and non-GAAP earnings per diluted share of $0.47 in the second quarter of 2009. NASDAQ OMX's weighted average shares outstanding used to calculate diluted earnings per share was 215 million for the third quarter of 2009 compared with 214 million for the third quarter of 2008 and the second quarter of 2009.

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 3,700 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 Twitter (http://twitter.com/nasdaq) and Facebook (http://www.facebook.com/pages/NASDAQcom/13881287428).

Non-GAAP Information

In addition to disclosing results determined in accordance with GAAP, NASDAQ OMX also discloses certain non-GAAP and pro forma non-GAAP results of operations, including net income, diluted earnings per share, operating expenses, and operating income that make certain adjustments or exclude certain charges and gains that are described in the reconciliation table of GAAP to pro forma non-GAAP information provided at the end of this release. Management believes that this non-GAAP and pro forma non-GAAP information provides investors with additional information to assess NASDAQ OMX's operating performance by making certain adjustments or excluding costs or gains and assists investors in comparing our operating performance to prior periods. Management uses this non-GAAP and pro forma non-GAAP information, along with GAAP information, in evaluating its historical operating performance.

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

Cautionary Note Regarding Forward-Looking Statements

Information set forth in this communication contains forward-looking statements that involve a number of risks and uncertainties. NASDAQ OMX cautions readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information. Such forward-looking statements include, but are not limited to (i) projections about our future financial results, growth, trading volumes 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.
              Condensed Consolidated Statements of Income
                (in millions, except per share amounts)
                              (unaudited)

                                        Three Months Ended
                            ------------------------------------------
                                                             Pro Forma
                            Sept. 30,  June 30,   Sept. 30,  Sept. 30,
                              2009       2009       2008       2008(1)
                            ---------  ---------  ---------  ---------
 Revenues
 Market Services revenues   $     691  $     768  $     869  $     882
 Cost of revenues:
 Liquidity rebates               (329)      (381)      (484)      (485)
 Brokerage, clearance and
  exchange fees                  (132)      (141)      (107)      (107)
                            ---------  ---------  ---------  ---------
   Total cost of revenues        (461)      (522)      (591)      (592)
                            ---------  ---------  ---------  ---------
 Total Market Services
  revenues less liquidity
  rebates, brokerage,
  clearance and exchange
  fees                            230        246        278        290

 Issuer Services revenues          80         82         89         89
 Market Technology revenues        36         36         29         29
 Other revenues                     3          3          3          3
                            ---------  ---------  ---------  ---------

 Total revenues less
  liquidity rebates,
  brokerage, clearance
  and exchange fees               349        367        399        411
                            ---------  ---------  ---------  ---------
 Operating Expenses
 Compensation and benefits         99        105        106        110
 Marketing and advertising          3          3          7          7
 Depreciation and
  amortization                     27         27         28         30
 Professional and
  contract services                20         17         17         17
 Computer operations and
  data communications              14         14         16         17
 Occupancy                         19         18         19         19
 Regulatory                        10         10          7          7
 Merger expenses                    5          3          9          9
 General, administrative
  and other                        21         11         18         19
                            ---------  ---------  ---------  ---------
   Total operating
    expenses                      218        208        227        235
                            ---------  ---------  ---------  ---------

 Operating income                 131        159        172        176

 Interest income                    3          2          9          9
 Interest expense                 (26)       (25)       (29)       (32)
 Dividend and investment
  income                            1          1          2          2
 Debt conversion expense          (25)        --         --         --
 Loss from unconsolidated
  investees, net                   --        (18)        --         --
 Loss on foreign currency
  contracts, net                   --         --        (51)       (51)
 Loss on sale of
  investment security              --         (5)        --         --
 Asset impairment charges          --         --         (7)        (7)
                            ---------  ---------  ---------  ---------
 Income before income
  taxes                            84        114         96         97
 Income tax provision              25         46         38         38
                            ---------  ---------  ---------  ---------
 Net income                        59         68         58         59

 Net expense attributable
  to noncontrolling
  interests                         1          1         --         --
                            ---------  ---------  ---------  ---------
 Net income attributable
  to NASDAQ OMX             $      60  $      69  $      58  $      59
                            =========  =========  =========  =========

 Basic and diluted
  earnings per share:
   Basic                    $    0.30  $    0.34  $    0.29  $    0.29
                            =========  =========  =========  =========
   Diluted                  $    0.28  $    0.33  $    0.27  $    0.28
                            =========  =========  =========  =========

 Weighted-average common
  shares outstanding for
  earnings per share:
   Basic                          203        202        200        200
   Diluted                        215        214        214        214


 (1) The Pro Forma September 30, 2008 quarter results include
     historical financial results of PHLX and pro forma adjustments,
     giving effect to the PHLX acquisition as if it had occurred at
     the beginning of the period.




                      The NASDAQ OMX Group, Inc.
                            Revenue Detail
                            (in millions)
                             (unaudited)

                                        Three Months Ended
                            ------------------------------------------
                                                             Pro Forma
                            Sept. 30,   June 30,  Sept. 30,  Sept. 30,
                              2009       2009       2008       2008(1)
                            ---------  ---------  ---------  ---------

 MARKET SERVICES
   Transaction Services
   Cash Equity Trading
    Revenues:
   U.S. cash equity
    trading                 $     461  $     540  $     643  $     644
   Cost of revenues:
     Liquidity rebates           (310)      (359)      (471)      (471)
     Brokerage, clearance
      and exchange fees          (127)      (138)      (106)      (106)
                            ---------  ---------  ---------  ---------
     Total U.S. cash
      equity cost of
      revenues                   (437)      (497)      (577)      (577)
                            ---------  ---------  ---------  ---------
     Net U.S. cash equity
      trading revenues             24         43         66         67
   European cash equity
      trading                      25         25         35         35
                            ---------  ---------  ---------  ---------
     Total net cash
      equity trading
      revenues                     49         68        101        102
                            ---------  ---------  ---------  ---------

   Derivative Trading
    Revenues:
   U.S. derivative trading         58         61         44         55
   Cost of revenues:
     Liquidity rebates            (19)       (22)       (13)       (14)
     Brokerage, clearance
      and exchange fees            (5)        (3)        (1)        (1)
                            ---------  ---------  ---------  ---------
     Total U.S. derivative
      cost of revenues            (24)       (25)       (14)       (15)
                            ---------  ---------  ---------  ---------
     Net U.S. derivative
      trading revenues             34         36         30         40
   European derivative
    trading                        20         19         16         16
                            ---------  ---------  ---------  ---------
     Total net derivative
      trading revenues             54         55         46         56

   Access Services
    Revenues                       36         32         31         32
                            ---------  ---------  ---------  ---------

   Total Transaction
    Services revenues less
    liquidity rebates,
    brokerage, clearance
    and exchange fees             139        155        178        190
                            ---------  ---------  ---------  ---------

   Market Data
   Net U.S. tape plans             31         30         38         38
   U.S. market data
    products                       29         30         27         27
   European market data
    products                       19         19         22         22
                            ---------  ---------  ---------  ---------

     Total Market Data
      revenues                     79         79         87         87
                            ---------  ---------  ---------  ---------

   Broker Services                  9          9         12         12
                            ---------  ---------  ---------  ---------

   Other Market Services            3          3          1          1
                            ---------  ---------  ---------  ---------
   Total Market Services
    revenues less
    liquidity rebates,
    brokerage, clearance
    and exchange fees             230        246        278        290
                            ---------  ---------  ---------  ---------

 ISSUER SERVICES
   Global Listing
    Services:
   Annual renewal fees             29         29         31         31
   Listing of additional
    shares fees                     9          9         10         10
   Initial listing fees             5          5          5          5
                            ---------  ---------  ---------  ---------
       Total U.S. listing
        fees                       43         43         46         46
     European listing fees         11         11         14         14
     Corporate services            16         18         16         16
                            ---------  ---------  ---------  ---------
       Total Global
        Listing Services           70         72         76         76
   Global Index Group              10         10         13         13
                            ---------  ---------  ---------  ---------
       Total Issuer
        Services revenues          80         82         89         89
                            ---------  ---------  ---------  ---------

 MARKET TECHNOLOGY
   License, support and
    project revenues               28         28         21         21
   Facility management
    services                        7          7          7          7
   Other revenues                   1          1          1          1
                            ---------  ---------  ---------  ---------
     Total Market
      Technology revenues          36         36         29         29
                            ---------  ---------  ---------  ---------

 Other                              3          3          3          3
                            ---------  ---------  ---------  ---------

 Total revenues less
  liquidity rebates,
  brokerage, clearance
  and exchange fees         $     349  $     367  $     399  $     411
                            =========  =========  =========  =========


 (1) The Pro Forma September 30, 2008 quarter results include
     historical financial results of PHLX and pro forma adjustments,
     giving effect to the PHLX acquisition as if it had occurred at the
     beginning of the period.




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


                                                 Sept. 30,   Dec. 31,
                                                   2009        2008
                                                 ---------  ---------
 Assets                                         (unaudited)
   Current assets:
     Cash and cash equivalents                   $     311  $     374
     Restricted cash                                   155        141
     Financial investments, at fair value              257        227
     Receivables, net                                  379        339
     Deferred tax assets                                43         27
     Market value, outstanding derivative
      positions                                      3,569      4,122
     Other current assets                              198        198
                                                 ---------  ---------
   Total current assets                              4,912      5,428
   Non-current restricted cash                          50         50
   Property and equipment, net                         165        183
   Non-current deferred tax assets                     403        659
   Goodwill                                          4,922      4,492
   Intangible assets, net                            1,675      1,583
   Other assets                                        215        357
                                                 ---------  ---------
   Total assets                                  $  12,342  $  12,752
                                                 =========  =========

   Liabilities
   Current liabilities:
     Accounts payable and accrued expenses       $     229  $     242
     Section 31 fees payable to SEC                     41         49
     Accrued personnel costs                           112        157
     Deferred revenue                                  137         98
     Other accrued liabilities                          90        165
     Deferred tax liabilities                           24         19
     Market value, outstanding derivative
      positions                                      3,569      4,122
     Current portion of debt obligations               169        225
                                                 ---------  ---------
   Total current liabilities                         4,371      5,077
   Debt obligations                                  1,920      2,299
   Non-current deferred tax liabilities                726        696
   Non-current deferred revenue                        159        155
   Other liabilities                                   180        222
                                                 ---------  ---------
   Total liabilities                                 7,356      8,449

   Series A convertible preferred stock                 15         --
   Equity
   NASDAQ OMX stockholders' equity:
     Common stock                                        2          2
     Preferred stock                                    --         --
     Additional paid-in capital                      3,723      3,569
     Common stock in treasury, at cost                 (11)       (10)
     Accumulated other comprehensive loss             (331)      (619)
     Retained earnings                               1,567      1,344
                                                 ---------  ---------
   Total NASDAQ OMX stockholders' equity             4,950      4,286
   Noncontrolling interests                             21         17
                                                 ---------  ---------
   Total equity                                      4,971      4,303
                                                 ---------  ---------
   Total liabilities, Series A convertible
    preferred stock and equity                   $  12,342  $  12,752
                                                 =========  =========




                      The NASDAQ OMX Group, Inc.
       Reconciliation of GAAP to Pro Forma Non-GAAP Earnings and
    Reconciliation of GAAP to Pro Forma Non-GAAP Operating Expenses
                (in millions, except per share amounts)

                                             Three Months Ended
                                       -------------------------------
                                       Sept. 30,   June 30,  Sept. 30,
                                        2009(1)    2009(1)      2008
                                       ---------  ---------  ---------

 GAAP Net Income attributable to
  NASDAQ OMX:                          $      60  $      69  $      58
 -------------------------------
 Pro Forma Adjustments:
   PHLX results                               --         --          3
   Interest expense                           --         --         (2)
                                       ---------  ---------  ---------
   Total Pro Forma Adjustments                --         --          1
                                       ---------  ---------  ---------

 Pro Forma Net Income attributable to
  NASDAQ OMX:                          $      60  $      69  $      59

 Other Adjustments:
   Professional fees                           1         --         --
   Other reserves                             --         --          2
   Asset impairment charges                   --         --          4
   Loss on sale of investment security        --          5         --
   Loss on sale of unconsolidated
    investee                                  --         19         --
   Asset retirements                           7          2         --
   Debt conversion expense                    25         --         --
   Non-recurring tax benefits, net           (10)        --         --
   Workforce reductions                        3          2          1
   Merger expenses                             3          2          5
   Loss on foreign currency
    contracts, net                            --         --         37
                                       ---------  ---------  ---------
   Total Other Adjustments                    29         30         49
                                       ---------  ---------  ---------

 Pro Forma Non-GAAP Net Income
  attributable to NASDAQ OMX:          $      89  $      99  $     108
                                       =========  =========  =========

 GAAP Diluted Earnings per Common
  Share:                               $    0.28  $    0.33  $    0.27
 ---------------------------------
 Pro Forma Adjustments:
   Total Adj. from GAAP Net Income
    Above:                                    --         --       0.01
                                       ---------  ---------  ---------
 Pro Forma Diluted Earnings per
  Common Share:                             0.28       0.33       0.28
   Total Other Adj. from Pro
    Forma Non-GAAP Net Income Above:        0.14       0.14       0.23
                                       ---------  ---------  ---------

 Pro Forma Non-GAAP Diluted Earnings
  per Common Share:                    $    0.42  $    0.47  $    0.51
                                       =========  =========  =========


                                             Three Months Ended
                                       -------------------------------
                                       Sept. 30,   June 30,  Sept. 30,
                                        2009(1)    2009(1)     2008
                                       ---------  ---------  ---------

 GAAP Operating Expenses:              $     218  $     208  $     227
 ------------------------
 Pro Forma Adjustments:
   PHLX operating expenses                    --         --          7
   Amortization of intangibles                --         --          1
                                       ---------  ---------  ---------
   Total Adjustments                          --         --          8
                                       ---------  ---------  ---------

 Pro Forma Operating Expenses          $     218  $     208  $     235

 Other Adjustments:
   Gain on debt extinguishment                --          1         --
   Professional fees                          (2)        --         --
   Other reserves                             --         --         (2)
   Asset retirements                         (10)        (3)        --
   Technology                                 --         (1)        --
   Workforce reductions                       (4)        (3)        (2)
   Merger expenses                            (5)        (3)        (9)
                                       ---------  ---------  ---------
   Total Adjustments                         (21)        (9)       (13)
                                       ---------  ---------  ---------

 Pro Forma Non-GAAP Operating Expenses $     197  $     199  $     222
                                       =========  =========  =========


 (1) September 30, 2009 and June 30, 2009 quarter results do not
     include pro forma adjustments as all recent material acquisitions
     were included in the full quarter results.





                      The NASDAQ OMX Group, Inc.
    Reconciliation of GAAP to Pro Forma Non-GAAP Operating Income
                            (in millions)
                             (unaudited)


                                              Three Months Ended
                                       -------------------------------
                                       Sept. 30,   June 30,  Sept. 30,
                                        2009(1)    2009(1)     2008
                                       ---------  ---------  ---------

 GAAP Operating Income:                $     131  $     159  $     172
 ----------------------
 Pro Forma Adjustments:
   PHLX operating income                      --         --          5
   Amortization of intangibles                --         --         (1)
                                       ---------  ---------  ---------
   Total Adjustments                          --         --          4
                                       ---------  ---------  ---------

 Pro Forma Operating Income            $     131  $     159  $     176

 Other Adjustments:
   Gain on debt extinguishment                --         (1)        --
   Professional fees                           2         --         --
     Other reserves                           --         --          2
     Asset retirements                        10          3         --
     Technology                               --          1         --
     Workforce reductions                      4          3          2
     Merger expenses                           5          3          9
                                       ---------  ---------  ---------
     Total Adjustments                        21          9         13
                                       ---------  ---------  ---------

 Pro Forma Non-GAAP Operating Income   $     152  $     168  $     189
                                       =========  =========  =========

 ---------------------------------------------------------------------

 Pro Forma total revenues less
  liquidity rebates, brokerage,
  clearance and exchange fees          $     349  $     367  $     411

 Pro Forma Non-GAAP Operating
  Margin(2)                                   44%        46%        46%

 ---------------------------------------------------------------------

 (1) September 30, 2009 and June 30, 2009 quarter results do not
     include pro forma adjustments as all recent material acquisitions
     were included in the full quarter results.

 (2) Pro Forma Non-GAAP Operating Margin equals Pro Forma Non-GAAP
     Operating Income divided by Pro Forma total revenues less
     liquidity rebates, brokerage, clearance, and exchange fees.




                      The NASDAQ OMX Group, Inc.
                     Quarterly Key Drivers Detail
                             (unaudited)

                                              Three Months Ended
                                       -------------------------------
                                       Sept. 30,   June 30,  Sept. 30,
                                         2009       2009       2008
                                       ---------  ---------  ---------

 Market Services
   Cash Equity Trading
   NASDAQ securities
   -----------------
     Average daily share volume
      (in billions)                         2.25       2.41       2.26
     Matched market share (1)               32.5%      33.2%      41.0%
     Market share reported to the
      FINRA/NASDAQ
       Trade Reporting Facility(2)          39.3%      37.6%      21.3%
     Total market share (3)                 71.8%      70.7%      62.3%

   NYSE securities
   ---------------
     Average daily share volume
      (in billions)                         5.53       6.03       5.59
     Matched market share (1)               17.2%      15.8%      23.3%
     Market share reported to the
      FINRA/NASDAQ
       Trade Reporting Facility(2)          35.4%      32.6%      18.7%
     Total market share (3)                 52.6%      48.4%      42.0%

   NYSE Amex and regional securities
   ---------------------------------
     Average daily share volume
      (in billions)                         1.53       2.25       1.61
     Matched market share (1)               24.3%      22.6%      35.3%
     Market share reported to the
      FINRA/NASDAQ
       Trade Reporting Facility(2)          34.4%      35.7%      14.6%
     Total market share (3)                 58.6%      58.3%      49.9%

   Total U.S.-listed equities
   --------------------------
     Matched share volume
      (in billions)                        131.4      142.4      179.2
     Matched market share (1)               22.0%      21.2%      29.6%

   NASDAQ OMX Nordic and NASDAQ OMX
    Baltic Markets
   --------------------------------
     Average daily number of equity
      trades                             189,002    228,233    196,671
     Average daily value of shares
      traded (in billions)             $     3.0  $     3.3  $     5.0

 Derivative Trading
 U.S. Equity Options
 -------------------
 Total industry average daily
  volume (in millions)                      13.2       14.2       14.4
   Matched market share:
     NASDAQ OMX PHLX                        17.0%      18.0%      16.6%
     The NASDAQ Options Market               3.2%       3.3%       1.3%

 NASDAQ OMX Nordic and NASDAQ OMX
  Baltic Markets
 --------------------------------
 Average daily volume:
   Equity options and fixed-income
    contracts                            298,849    322,313    391,049
   Equity options contracts traded
    on EDX London                         87,636    113,121    169,604
   Finnish option contracts traded
    on Eurex                              65,779     61,783     72,993

   NASDAQ OMX Commodities
   ----------------------
     Clearing Turnover:
       Power contracts (TWh)(4)              480        497         --
       Carbon contracts (1000 tCO2)(4)    13,745      9,136         --

 Issuer Services
   NASDAQ
     Initial public offerings                 12          3          2
     New listings (5)                         33         18         58
     Number of listed companies (6)        2,863      2,894      3,062

   NASDAQ OMX Nordic and NASDAQ OMX
    Baltic Markets
     Initial public offerings                 --         --          3
     New listings                              2          3          4
     Number of listed companies (7)          800        808        841

 Market Technology
   Order intake (in millions)(8)       $      37  $      10  $      61
   Total order value (in millions)(9)  $     318  $     315  $     465


 (1) Includes transactions executed on both NASDAQ's and NASDAQ OMX
     BX's systems.
 (2) Transactions reported to the Financial Industry Regulatory
     Authority, or FINRA/NASDAQ Trade Reporting Facility.
 (3) Includes transactions executed on both NASDAQ's and NASDAQ OMX
     BX's systems plus trades reported through the FINRA/NASDAQ Trade
     Reporting Facility.
 (4) Transactions executed on Nord Pool ASA and reported for clearing
     to NASDAQ OMX Commodities measure by Terawatt hours (TWh) and one
     thousand metric tons of carbon dioxide (1000 tCO2).
 (5) 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.
 (6) Number of listed companies for NASDAQ at period end, including
     separately listed ETFs.
 (7) Represents companies listed on the exchanges that comprise NASDAQ
     OMX Nordic and NASDAQ OMX Baltic and companies on the alternative
     markets, NASDAQ OMX First North at period end.
 (8) Total contract value of orders signed.
 (9) Represents total contract value of orders signed that are yet to
     recognized as revenue.

Contact:

The NASDAQ OMX Group, Inc.
Media Relations:
Bethany Sherman
+1.212.401.8714
Anna Rasin
+46(8)405.6612
Investor Relations:
Vincent Palmiere
+1.212.401.8742

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