nasdaq omx stockholm ab 556420-8394 · discrepancy between the swedish language original text and...

NASDAQ OMX Stockholm AB 556420-8394

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This is an in-house translation from the Swedish language original. In case of

discrepancy between the Swedish language original text and the English language

translation, the Swedish text shall prevail.

Annual Report

for the fiscal year January 1, 2014 – December 31, 2014

The Board of Directors and CEO of NASDAQ OMX Stockholm AB hereby submit the

following Annual Report.

Contents Page

Administration report 2

Income statement 5

Balance sheet 6

Cash-flow statement 8

Supplementary disclosures

Accounting policies, etc. 9

Notes 12

Registered head office: Stockholm

Company’s accounting currency: Swedish kronor (SEK)

All amounts are stated in thousands of Swedish kronor (SEK 000s) unless otherwise

indicated.


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Administration report

Information about operations

NASDAQ OMX Stockholm AB (NOMX) conducts authorized stock exchange operations

subject to supervision from the Swedish Financial Supervisory Authority (FI). The

company’s business concept is to provide trading, market listing and information services, as

well as other related services for equity, power and fixed-income products. Through the

provision of these services, the company meets the market’s needs for capital, market

valuations, placement opportunities and risk management.

Products and services

The company’s product niche is to provide an efficient, liquid and credible marketplace for

issued financial instruments. Equities, premium bonds, convertibles, warrants, bonds,

subscription rights and exchange-traded funds (ETFs) are traded on NOMX Stockholm. The

company also offers trading in Swedish, Norwegian, Finnish and Danish stock options, index

options, repo contracts and fixed-income derivatives, as well as stock futures and index

futures.

Customers

The company’s market is Europe, with particular focus on the Nordic region, the UK and the

Baltic nations. Customers can be divided into three groups:

– Members: Swedish banks and foreign banks and securities

companies, power generation companies and energy-

brokerage firms trading on their own or their customers’

account.

– Issuers: Swedish and foreign issuers of equities, mutual funds,

bonds, fixed-income deposits and warrants.

– Information providers: Swedish and foreign distributors of market information.

Companies listed on NOMX are able to reach investors worldwide through our members,

while investors and other stakeholders are provided with real-time market information

through our information distributors.

Members

The member network has expanded considerably during the last decade, primarily as a

consequence of the initiative to recruit remote members. Many operators have memberships

for cash and derivative products. In total, NOMX had 122 (124) members at December 31,

2014. During 2014, six new members were added and eight memberships expired.

Issuers

NOMX primarily lists equities, warrants and bonds, but also other types of securities. Listing

is determined by the Listing Committee, which is a specially appointed committee

comprising a number of independent committee members. At December 31, 2014, the total

number of companies listed in the primary market amounted to 269 (256).

Information distributors

NOMX sells trading information to Swedish and foreign information distributors. These, in

turn, distribute the information to the end user. Information distributors include companies


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such as Thomson Reuters, Bloomberg, SIX and Ecovision. A number of members also

distribute price information via the Internet to their own online trading services.

Risk management

NOMX manages risks attributable to its operating activities. These risks related to the

exchange operation are limited and mainly comprise normal credit and counterparty risks.

NOMX has established a comprehensive Enterprise Risk Management (ERM) process that

enables all types of risks (with a significant focus on operational risks) to be identified and

assessed based on both their probability and potential effect, as well as an action plan for

reducing these risks. The process is managed at Group level and encompasses all

subsidiaries, including NOMX.

Clearing operations

The previous clearing operations pertaining to UK electricity spot contracts were taken over,

in their entirety, on October 1, by cooperation partner Nord Pool Spot. Thereafter, NOMX

has no obligations remaining in this market. For information about risk management

pertaining to the clearing operations up to September, refer to the 2013 Annual Report.

Investing activities

The credit risk arising from investments in interest-bearing investments are managed by an

investment policy established by the Board of Directors, which stipulates that investments are

to be made either in securities issued by external borrowers with a high credit rating, or in

short-term investments of limited amounts with credit-worthy banks, or by retaining cash and

cash equivalents in the Group’s cash pool structure and short-term internal interest-bearing

investments.

Other operations

The credit risk that arises from accounts receivable is minimized at NOMX through the

requirement that any company that will be listed on the stock exchange must meet the criteria

in the listing agreement. One of these requirements is that the company provides

documentary evidence that it possesses the profitability and financial resources to conduct its

business. Other services and products are invoiced in advance on a fixed fee basis and larger

variable fees are invoiced monthly in arrears thus minimizing the risk of losses in accounts

receivable.

Liquidity risk/financing risk

NOMX maintains no interest-bearing liabilities and thus assumes no refinancing risks. In

addition, the cash flow generated by operations is positive and exceeds investments by a

healthy margin. NOMX has favorable liquidity resources since its regulatory capital is

exclusively placed in highly liquid interest-bearing investments that can immediately be

converted into cash.

Market risk

Currency risk

Currency exposure at NOMX primarily arises from market data operations, where most of the

revenues are denominated in EUR. NOMX’s assessment is that the total currency-transaction

exposure in the above-mentioned flows is relatively limited and manageable, and NOMX has

thus decided not to hedge this particular risk.


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Interest-rate risk

The interest-rate risk is primarily linked to the management of the regulatory capital and

investments made in Swedish bonds. At December 31, 2014, the average duration of these

assets was 0.46 years (1.29).

Financial instruments

NOMX invests in interest-bearing assets. The financial instruments that are thus utilized

primarily comprise Swedish government bonds and mortgage bonds and/or Swedish treasury

bills.

Significant events during the fiscal year and after the closing date

The 2014 fiscal year was a record year for listings, the best since 2000 in the number of listed

companies, as well as issued equity. A total of 64 (24) new companies were listed, of which

20 (8) on the main market and 44 (16) on First North, approximately SEK 27.6 bn (3.8) in

capital procured. Equities trading at Nasdaq Stockholm rose 12.3% to an average daily trade

of SEK 14.7 bn compared with SEK 12.2 bn in 2013. Derivative trading declined 14.8% to an

average daily trade of 424,519 contracts, compared with 498,344 contracts in 2013. Trading

in exchange-traded funds (ETFs) on NOMX rose 15.0% to an average daily trading of SEK

462 m compared with SEK 402 m in 2013. Nasdaq Stockholm’s share of order-book trading

in our listed shares rose to 69.1% compared with 65.5% in 2013.

During the year, the UK clearing operations for electricity products were divested.

No significant events occurred in the company after the balance-sheet date.

Earnings trend in 2014

On September 3, 2013, the former stock exchange operation was demerged, whereby the

stock exchange operation and the clearing operations were separated. As of this date, the

continued stock exchange operations were transferred to the company. Accordingly, four

months of the operation are included in the company’s income statement for 2013. For

further information about the demerger, refer to the 2013 Annual Report. Net sale for Nasdaq

OMX Stockholm AB amounted to SEK 1,326 m (401). With reference to trading volumes for

the first eight months of 2013, sales rose by about SEK 175 m.

Equity turnover for the full year amounted to SEK 3,402 bn (3,059). A total of 50.8 million

(46.3) equity transactions were conducted during the year. The average turnover in equities

trading increased to SEK 13.7 bn (12.2) per day. The OMXS30 Index closed at 1,464.5

(1,333.0), up 9.9%. The total market capitalization at December 31 was SEK 5,323 bn

(4,826). The number of derivative contracts traded declined 7.6% to an average of 362,830

(392,652) contracts per day. The total premium value for trading in stock options was SEK

42.8 m (41.6) per day.

The operating income amounted to SEK 562 m (54), corresponding to an EBITDA margin of

55% (56).

The company’s expected future development

In 2015, work at business-area level will continue its geographic focus on the Nordic region

and the Baltic nations. NOMX will remain the driving force in the development of the Nordic

and Baltic market places for equities, bonds, derivatives, repurchase transactions and other

securities. The objective of a wholly-integrated market is to strengthen the region’s and


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thereby the competitive power of NOMX customers by offering listing, trading, clearing and

settlement based on a shared infrastructure, the dissemination of information and continued

harmonization of the rules.

Research and development

Research and development constitute an integral part of the operating activities aimed at

enhancing the efficiency of the operations and introducing new products and services. In

2014, this work was primarily focused on such product areas as currency, interest-rate swaps

and corporate bonds.

Ownership structure

NASDAQ OMX Stockholm AB is a wholly owned subsidiary of NASDAQ OMX Nordic

Ltd., Corp. Reg. No. 1110552-9, which is in turn a wholly owned subsidiary of OMX AB,

Corp. Reg. No. 556243-8001; the Group’s Parent Company is The NASDAQ OMX Group

Inc. Corp. Reg. No. 52-1165937, with its registered head office in Delaware, USA.

Multi-year review* 2014 2013 2012 2011

Net sales (SEK 000s) 1,326,888 401,599 - -

Income after financial items

(SEK 000s)

566,193 57,928 555 684

Operating margin (%) 42.3% 13.4% 0.0% 0.0%

Return on equity (%) 45% 7% 1.2% 1.5%

Total assets (SEK 000s) 1,530,554 1,307,435 45,986 45,430

Equity/assets ratio (%) 82% 61% 99% 100%

Number of employees 160 50 - -

The company was dormant before September 3, 2013.

Comparative figures for 2011 and 2012 have not been recalculated according to K3.

* Key definitions, refer to Note 20.

Proposed distribution of earnings The Board of Directors proposes that the profits available for distribution

Profit brought forward 756,191,785

Net profit for the year 458,942,766

1,215,134,551

be distributed as follows:

To be distributed to shareholders (SEK 14.31 per

share)

566,832,000

to be carried forward 648,302,551

1,215,134,551

For more information regarding the earnings and financial position of the company, refer to

the income statement, balance sheet, cash-flow statement and notes below.


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Income statement

Note Jan 1,

2014 - Dec

31, 2014

Jan 1,

2013 -

Dec 31,

2013

Net sales 1.4 1,326,888 401,599

1,326,888 401,599

Operating expenses

Other external expenses 2.4 -384,680 -104,872

Personnel expenses 3 -193,778 -60,115

Depreciation/amortization and impairment

(and any reversal) of tangible and

intangible fixed assets

9,10,11 -172,250 -171,333

Other operating expenses -14,467 -11,312

-765,175 -347,632

Operating income 561,713 53,967

Other interest income and similar profit

items

5 5,498 3,990

Interest expenses and similar items 6 -1,018 -28

4,480 3,961

Income after financial

items

566,193 57,928

Appropriations 7 -56,953 -229,253

Profit/loss before tax 509,240 -171,325

Tax for the year 8 -50,298 26

Net profit/loss for the year 458,942 -171,299


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Balance sheet

Note Dec 31,

2014

Dec 31,

2013

ASSETS

Fixed assets

Intangible fixed assets

Capitalized expenditure for research and

development and similar items

9 1,580 2,695

Goodwill 10 28,478 199,348

30,058 202,043

Tangible fixed assets

Equipment, tools, fixtures

and fittings

11 395 592

395 592

Financial fixed assets

Participations in Group

companies

12.13 50 50

50 50

Total fixed assets 30,503 202,685

Current receivables

Accounts receivable 71,591 102,345

Receivables from Group

companies

1,144,308 626,578

Current tax assets 1,581 -

Other receivables 115 160

Prepaid expenses and accrued income 14 9,810 7,721

1,227,405 736,804

Short-term investments 268,187 254,601

Cash and bank balances 15 4,459 113,345

Total current assets 1,500,051 1,104,750

TOTAL ASSETS 19 1,530,554 1,307,435


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Balance sheet

Note Dec 31,

2014

Dec 31,

2013

SHAREHOLDERS’

EQUITY AND

LIABILITIES

Shareholders’ equity 16

Restricted shareholders’

equity

Share capital (39,600,908

shares)

39,601 39,601

39,601 39,601

Non-restricted

shareholders’ equity

Profit brought forward 756,192 927,491

Net profit/loss for the year 458,942 -171,299

1,215,134 756,192

Total shareholders’

equity

1,254,735 795,793

Provisions

Deferred tax liabilities 8 - 129

Total provisions 0 129

Current liabilities

Accounts payable 4,687 109,486

Liabilities to Group

companies

75,350 229,766

Other liabilities 8,497 5,459

Current tax liabilities 8 51,276 -

Accrued expenses and deferred income 17 136,009 166,803

275,819 511,513

TOTAL SHAREHOLDERS’

EQUITY AND LIABILITIES

19 1,530,554 1,307,435

MEMORANDUM

ITEMS

Pledged collateral 18 None 47,976

Contingent liabilities None None


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Cash-flow statement

Jan 1,

2014

- Dec 31,

2014

Jan 1,

2013

-Dec 31,

2013

Operating activities

Income after financial items 566,193 57,928

Adjustments for non-cash items, etc.

Depreciation/amortization

and impairment

9,10,11 172,250 171,333

Group contributions 7 -56,953 -

Other items not affecting cash flow 60,902 -1

742,392 229,260

Cash flow from operating activities

before changes in working capital

742,392 229,260

Changes in working capital

Changes in operating

receivables

-476,859 -674,523

Changes in operating

liabilities

-360,765 33,488

Cash flow from operating activities -95,232 -411,775

Investing activities

Acquisition of tangible fixed assets 11 -68 -

Cash flow from investing activities -68 0

Financing activities

Cash and cash equivalents

received in demerger

- 774,813

Dividend paid - -41,028

Cash flow from financing activities 0 733,785

Cash flow for the year -95,300 322,010


at beginning of the year

367,946 45,936


at year-end

272,647 367,946

* Cash and cash equivalents include current investments, cash and bank balances.


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Supplementary disclosures

Accounting policies, etc.

General accounting policies

The Annual Accounts have been prepared in accordance with the Annual Accounts Act

(1995:1554) and BFNAR 2012:1 Annual Accounts and Consolidated Financial Statements

(K3):

First-time adoption of BFNAR 2012:1 (K3)

This is the first time the company applies BFNAR 2012:1 Annual Accounts and Consolidated

Financial Statements (K3). The company’s previous annual reports were prepared in

accordance with the Annual Accounts Act and applicable general guidelines,

recommendations and statements by the Swedish Accounting Standards Board regarding

“large companies”. Where general advice on an issue of significance for the company was

not available from the Accounting Standards Board, guidance was obtained from the Swedish

Financial Accounting Standards Council recommendations and statements from its Emerging

Issues Task Force.

In connection with the transition, no alleviation regulations (optional exception from the

retroactive application requirement) were utilized.

To facilitate meaningful comparison with the preceding year, all items in the income

statement, balance sheets, cash-flow statements, as well as notes were restated for the

comparative year.

With the transition to BFNAR 2012:1 (K3), the following accounting policies were amended

compared with the preceding year:

- The useful life for goodwill was shortened from 20 to ten years due to the transition. The

transition resulted in adjustments of the opening balances.

- Group contributions are recognized as appropriations, Group contributions were previously

recognized through shareholders’ equity.

Corrections to the comparative year’s income statement, balance sheets and opening

balance sheet

The corrections that were made to the comparative year’s income statements and balance

sheets when these were recalculated in connection with the transition to BFNAR 2012:1 (K3)

are stated below.

Balance sheet Adopted

balance

sheet Dec

31, 2012

Adjustment

s in the

transition to

BFNAR

2012:1

Opening

balance

sheet

Jan 1,

2013

Financial fixed assets 50 0 50

Total fixed assets 50 0 50

Other current assets 45,936 0 45,936

Total current assets 45,936 0 45,936

TOTAL ASSETS 45,986 0 45,986


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Shareholders’ equity (see

below)

45,445 0 45,445

Current liabilities 541 0 541

TOTAL

SHAREHOLDERS’

EQUITY AND

LIABILITIES

45,986 0 45,986

Adopted

balance

sheet Dec

31, 2013

Adjustment

s in the

transition to

BFNAR

2012:1

Recalcul

ated

balance

sheet

Dec 31,

2013

Capitalized expenditure for research and

development and similar items

2,695 0 2,695

Goodwill 954,027 -754,679 199,348

Equipment 592 0 592

Financial fixed assets 50 0 50

Total fixed assets 957,364 -754,679 202,685

Other current assets 1,104,750 0 1,104,750

Total current assets 1,104,750 0 1,104,750

TOTAL ASSETS 2,062,114 -754,679 1,307,435

Shareholders’ equity (see

below)

1,550,472 -754,679 795,793

Provisions 129 0 129

Long-term liabilities 511,513 0 511,513

TOTAL

SHAREHOLDERS’

EQUITY AND

LIABILITIES

2,062,114 -754,679 1,307,435

Income statement According

to adopted

income

statement

2013

Adjustme

nts in the

transition

to BFNAR

2012:1

Recalcula

ted

income

statement

2013

Net sales 401,599 0 401,599

Other operating income 0 0 0

Total income 401,599 0 401,599

Other external expenses -104,872 0 -104,872

Personnel expenses -60,115 0 -60,115

Depreciation/amortization -28,941 -142,392 -171,333

Other operating expenses -11,312 0 -11,312

Operating profit/loss 196,359 -142,392 53,967

Financial income 3,990 0 3,990

Financial expenses -28 0 -28


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Income after financial items 200,320 -142,392 57,928

Appropriations 0 -229,253 -229,253

Tax for the year -50,410 50,436 26

Net profit/loss for the year 149,910 -321,209 -171,299

Specification of the corrections recognized directly in shareholders’ equity

The principal rule in the transition to BFNAR 2012:1 (K3) is that the policies are to be

applied retroactively. This means that the corrections in the closing balance on December

31, 2012 are recognized directly against shareholders’ equity as below:

No table was prepared for the specification of the corrections recognized directly against

shareholders’ equity for December 31, 2012 since no influencing adjustments were made.

Share capital Statutory

reserve

Profit

brought

forward

Net

profit/los

s for the

year

Total

Closing shareholders’ equity Dec 31, 2013

according to the adopted balance sheet

39,601 0 1,360,96

1

149,910 1,550,472

Corrections for the year in the

transition to BFNAR 2012:1 (K3)

Depreciation/amortization

Goodwill

0 0 -612,287 -142,392 -754,679

Adjustment for Group

contributions incl tax effects

0 0 178,817 -178,817 0

Closing shareholders’ equity Dec 31, 2013

adjusted according to BFNAR 2012:1 (K3)

39,601 0 927,491 -171,299 795,793

Assessments and estimates

The following assessments by the Board have a significant impact on the carrying amounts in

the Annual Account:

Goodwill is annually assessed to identity any impairment requirements. No impairment

requirement was deemed necessary for 2014.

Group affiliation

The closest supervisory Parent Company that prepares consolidated financial statements in

which the company is included is the Nasdaq Group, Inc., Delaware, USA, (Corp. Reg. No.

52-1165937). www.nasdaq.com.

Consolidated financial statements

The company is a Parent Company but does not prepare any consolidated financial

statements due to the exception rule in Chapter 7, Section 2 of the Annual Accounts Act.

Revenue recognition

Revenue is recognized at fair value of what the company received or will receive. This means

that the company recognizes revenue at nominal value (invoiced amount) if the company

receives remuneration in cash and cash equivalents on delivery. Deduction is made for

discounts received.

Financial instruments


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Financial instruments are recognized according to BFNAR 2012:1 (K3), Chapter 12. See

further description of the accounting for each category of financial instruments. See also Note

19.

Financial assets/liabilities held for trading

Financial assets/liabilities held for trading include securities and are measured at fair value.

For listed financial instruments, the market capitalization is calculated based on current

market listings on the balance-sheet date. All changes in value are recognized in profit and

loss.

Loan receivables and accounts receivable

Pertains to accounts receivable, receivables from Group companies, other receivables, as well

as accrued revenue and measured at cost. All changes in value are recognized in profit and

loss.

Other financial liabilities

Pertains to accounts payable, liabilities to Group companies, as well as accrued expenses and

recognized at cost. All changes in value are recognized in profit and loss.

Participations in subsidiaries are exempted from Chapter 11, BFNAR 2012:1 (K3) and

recognized at cost, see also Note 12.

Remuneration to employees

Remuneration to employees pertains to all types of remunerations that the company pays to

employees. The company’s remuneration includes salaries, paid vacation, paid absence,

bonus and post-employment compensation (pensions). Recognition occurs in pace with

earning. Post-employment compensation pertains to defined-contribution plans. Defined-

contribution plans are classified as plans in which established premiums are paid and there

are no obligations, either legally or informal, to pay anything above these premiums. The

company has no other long-term remuneration to employees. Premiums for defined-

contribution plans are recognized as an expense in the period in which the employees perform

the services that form the basis of the commitment.

Long-term incentive program (LTIP)

All employees participate in NASDAQ Inc.’s long-term incentive program. The plan

includes, based on the employee category, the allocation of stock and warrants in NASDAQ

OMX Inc. to which, to a certain extent, performance requirements and a requirement of

continued employment in the company have been tied. The warrants will be exercised within

a period of three to five years. The company is charged for current costs for the LTIP by the

Parent Company. The costs charged by the Parent Company are based on the value of the

stock or warrants at the time of allocation and is spread over the expected vesting period.

Social security expenses arising from these share-based programs are finally determined on

the exercise date, but provisions are made on an ongoing basis over the vesting period based

on the market value.

Remuneration policy

A report on the remuneration policy in compliance with the Swedish Financial Supervisory

Authority’s general guidelines on remuneration policies, FFFS 2011:2, will be published on

the company’s website, www.nasdaqomxnordic.com/omoss/legalstructure.


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Recalculation of items in foreign currencies

Receivables and liabilities in foreign currencies have been valued at the closing-day rate.

Exchange gains and losses on operating receivables and operating liabilities are recognized in

operating income while exchange gains and losses on financial receivables and liabilities are

recognized as financial items.

Group contributions

Group contributions received and paid are recognized as appropriations.

Taxes

Current and deferred income tax is recognized under the heading “Taxes in profit and loss.”

National income tax in Sweden is calculated on nominally entered earnings with additions for

non-deductible items, deductions for non-taxable revenues and other deductions. Deferred tax

assets are recognized for all deductible temporary differences and unutilized loss

carryforwards, to the extent it is probable that future taxable profit will be available against

which the temporary differences or unutilized loss carryforwards can be used. The deferred

tax assets’ carrying amounts are reviewed on each closing date and reduced to the extent that

it is no longer probable that sufficient taxable profit will be available to allow the benefit of

part or all of that deferred tax asset to be utilized, and increased to the corresponding extent.

Deferred tax assets and liabilities are calculated by applying the tax rates that are expected to

apply for the period when the assets are realized or the liability settled, based on the tax rates

(and the tax legislation) that apply or are expected to apply on the balance-sheet date.

Non-current assets

Tangible and intangible assets are recognized at cost less accumulated

depreciation/amortization and any impairments.

Tangible assets were divided into significant components when the components have highly

varying useful periods.

The depreciable amount comprises cost less an estimated residual value if this is significant.

Amortization takes place straight-line over the expected useful life.

The following depreciation periods are applied:

Intangible assets

Goodwill 10 years

Tangible assets

Equipment 5 years

The company applies the so-called capitalization model for internally created intangible

assets. The method entails that all charges that fulfill the criteria in BFNAR 2012:1 are

capitalized as intangible fixed assets and amortized during the estimated useful period of the

asset.


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Cash-flow statement

The company applies the indirect method to the preparation of the cash-flow statement. Cash

and cash equivalents are defined as short-term investments with maturity terms of less than

three months, and cash and bank balances.

Receivables, liabilities and provisions

Current receivables are recognized at the lower of cost and the amount expected to result

from settlement, unless otherwise indicated above. Long-term receivables and liabilities are

recognized at amortized cost at the first measurement occasion. Other liabilities and

provisions are valued at the amounts expected to result from settlement. Other assets are

recognized at cost, unless otherwise indicated above.

Notes

Note 1 Distribution of net sales

Net sales per business segment are distributed as follows:

2014 2013

Transaction revenues 575,011 179,924

Market data 300,409 98,317

Issuers 252,529 75,892

Technology and system

revenues

178,832 39,590

Other operating revenues 20,107 7,876

1,326,888 401,599

Note 2 Auditors’ fees

2014 2013

Ernst & Young

Audit assignment 669 504

Other auditing activities 40 -

709 504

Note 3 Employees and personnel costs

Average number of

employees

2014 2013

Men 114 36

Women 46 14

160 50

Salaries and other

remuneration

President 4,702 1,361

(of which, bonus) (1,649) (782)

(of which, share-based

compensation)

(1,269) (384)


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Other employees 124,501 32,657

(of which, share-based

compensation)

(7,435) (1,932)

129,203 34,018

Social security expenses

Pension expenses for the

President

483 122

Pension expenses for other

employees

14,431 4,832

Social security expenses 48,439 19,499

63,353 24,453

Director fees were not paid during the period.

Gender distribution among senior executives

Percentage of women on the

Board

40% 40%

Percentage of men on the

Board

60% 60%

Percentage of women

among other senior

executives

50% 50%

Percentage of men among

other senior executives

50% 50%

The information refers to the position at the closing date.

Remuneration structure for NASDAQ OMX Stockholm

NASDAQ OMX’s (Stockholm) remuneration to employees consists of both fixed and

variable remuneration, as well as pension and other benefits. The variable remuneration is

divided into short-term and long-term incentive programs. The short-term incentive program

encompasses all employees and is a cash-based remuneration linked to various targets in the

company’s business.

Stock-based remuneration

On December 1, 2008, the NASDAQ OMX Board of Directors decided to implement a long-

term incentive program (LTIP) for all permanent employees. This program consists of stock-

related instruments linked to the NASDAQ OMX stock, which is listed on the NASDAQ

Stock Market in the US. The LTIP is a performance-based program. The ratio used for

measuring performance is NASDAQ OMX’s operating income in the year concerned.

The LTIP’s share-related instruments comprise:

Restricted Stock Unit (RSU) – represents one NASDAQ OMX share

Performance Share Unit (PSU) – represents one NASDAQ OMX share

The employees, depending on the position held, have been allotted a number of RSUs, a

combination of RSUs and PSUs, or alternatively a combination of one-year PSUs and three-

year PSUs.


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Pensions

NASDAQ OMX Stockholm offers its employees a contribution-based NASDAQ OMX

pension plan and for employees in Sweden the company offers its employees a competitive

market-rate occupational pension. The retirement age is 65 years.

Other benefits

In addition to the above occupational pension, NASDAQ OMX Stockholm has taken out a

health insurance and group life insurance (TGL), medical benefits insurance for its

employees, and an occupational injury insurance (TFA). Employees are also able to

supplement their cover via OMX voluntary group insurance.

Note 4 Intra-Group purchases and sales

2014 2013

Percentage of total purchases during the year from other Group

companies

47% 50%

Percentage of total sales during the year to other Group companies 14% 11%

Expenses primarily comprise operating and development expenses from NASDAQ OMX

Exchange & Clearing Services AB.

Note 5. Other interest income and similar profit/loss items

2014 2013

Interest income from Group

companies

2,401 1,106

Other interest income 2,201 1,191

Result, short-term

investments

896 1,693

5,498 3,990

Note 6 Interest expenses and similar profit/loss items

2014 2013

Interest expenses to Group

companies

-19 -2

Other interest expenses -85 -6

Exchange-rate differences -914 -20

-1,018 -28

Note 7 Appropriations

2014 2013

Group contributions paid -745,265 -229,253

Group contributions

received (taxed)

688,312 -

-56,953 -229,253

Note 8 Tax on profit for the year

2014 2013

Current tax 702 26

Adjustment pertaining to -51,000 -


18




prior years

Total recognized tax -50,298 26

Average effective tax rate - 0%

Reconciliation of effective

tax rate

Recognized profit before

tax

509,240 -171,325

Tax on recognized profit

according to applicable tax

rate (22%)

112,033 -37,692

Tax effect of:

Amortization of goodwill 37,895 37,693

Other non-deductible

expenses

394 100

Tax attributable to prior

years*

-51,000 -155

Non-taxable Group

contributions

-151,429 -

Tax effects not taken into

account

1,809 80

Recognized tax -50,298 26

Effective tax rate - 0%

* Includes an expense of SEK 51,276 pertaining to a ruling by the Swedish Tax Agency

denying deduction for Group contributions for the 2013 fiscal year.

Note 9. Capitalized expenditure for research and development and similar items

Dec 31,

2014

Dec 31,

2013

Opening cost 46,927 -

Cost from the demerger - 46,927

Closing accumulated cost 46,927 46,927

Opening amortization -44,232 -

Amortization from the

demerger

- -43,860

Amortization for the year -1,115 -372

Closing accumulated

amortization

-45,347 -44,232

Closing carrying amount 1,580 2,695

Note 10 Goodwill

Dec 31, Dec 31,


19




2014 2013

Opening cost 1,708,698 1,708,698

Closing accumulated cost

1,708,698 1,708,698

Opening amortization -1,509,350 -1,338,480

Amortization for the year -170,870 -170,870

Closing accumulated

amortization

-1,680,220 -1,509,350

Closing carrying amount 28,478 199,348

* In accordance with the consolidated value method, the goodwill attributable to NASDAQ

OMX Stockholm AB in connection with the demerger was recognized in the legal unit.

Note 11 Equipment

Dec 31,

2014

Dec 31,

2013

Opening cost 13,183 -

Acquisitions for the year 68 -

Cost from the demerger - 13,183

Closing accumulated cost 13,251 13,183

Opening depreciation -12,591 -

Depreciation from the

demerger

- -12,499

Depreciation for the year -265 -92

Closing accumulated

depreciation

-12,856 -12,591

Closing carrying amount 395 592

Note 12 Shares in Group companies

Dec 31,

2014

Dec 31,

2013

Opening cost 50 50

Closing accumulated cost 50 50

Closing carrying amount 50 50


20




Note 13 Specification of participation in Group companies

Name Share of

voting

rights

Share of

voting

rights

Number of

participati

ons

Carrying

amount

OMX Italy srl. 5% 5% 5% 50

50

Corp.

Reg. No.

Reg. Head

Off.

Sharehold

ers’

equity*

Net

profit/los

s for the

year**

OMX Italy srl. 7,983,258 Italy 6,886 1,170

* Shareholders’ equity and Profit for the year have been stated in their entirety irrespective of

ownership holding.

** Profit for the year pertains to income after financial items

Note 14 Prepaid expenses and accrued income

Dec 31,

2014

Dec 31,

2013

Accrued income 7,085 6,735

Prepaid expenses 2,725 986

9,810 7,721

Note 15 Cash and bank balances

Dec 31,

2014

Dec 31,

2013

Cash balances 4,459 113,345

4,459 113,345

Note 16 Statement of changes in equity

Share capital Profit

brought

forward

Net profit

for the year

Total

Opening balance Jan 1, 2013 4,417 40,610 418 45,445

Transfer of results from preceding

year

418 -418 0

Reduction of share capital -4,367 4,367 0

Demerger 39,551 923,124 962,675

Dividend -41,028 -41,028

Net profit/loss for the year -171,299 -171,299

Closing balance Dec 31, 2013 39,601 927,491 -171,299 795,793

Transfer of results from preceding

year

-171,299 171,299 0


21




Net profit for the year 458,942 458,942

Closing balance Dec 31, 2014 39,601 756,192 458,942 1,254,735

Note 17 Accrued expenses and deferred income

Dec 31,

2014

Dec 31,

2013

Accrued salaries and other benefits 28,747 26,272

Accrued vacation pay 20,758 18,864

Accrued social security

expenses

23,570 20,388

Tax deducted for employees 4,512 2,562

Deferred income, listing items 6,472 7,405

Deferred income, members 38,739 73,712

Deferred income, issuers - 4,004

Other deferred income 13,211 13,596

136,009 166,803

Note 18 Pledged collateral

Dec 31,

2014

Dec 31,

2013

Pledged collateral for Group companies None 47,976

None 47,976

Guarantees Principal Dec 31,

2014

Dec 31,

2013

Clearing NASDAQ OMX

Stockholm AB

None 47,976

Note 19 Disclosures about financial instruments

Assets at Dec 31, 2014 Financial

assets

held for

trading

Loans and

receivables

Non-

financial

assets

Total


Receivables from Group

companies

1,144,308 1,144,308

Other receivables 415 -300 115

Prepaid expenses and accrued income 7,085 2,725 9,810


Cash and bank balances 4,459 4,459

268,187 1,227,858 2,425 1,498,470

Assets at Dec 31, 2013 Financial

assets

held for

trading

Loans and

receivables

Non-

financial

assets

Total


Receivables from Group 626,578 626,578


22




companies

Other receivables 160 160

Prepaid expenses and accrued income 6,735 986 7,721


Cash and bank balances 113,345 113,345

254,601 849,163 986 1,104,750

Liabilities at Dec 31, 2014 Other

financial

liabilities

Non-

financial

liabilities

Total



companies

75,350 75,350

Accrued expenses and deferred income 58,621 77,388 136,009

138,658 77,388 216,046

Liabilities at Dec 31, 2013 Other

financial

liabilities

Non-

financial

liabilities

Total



companies

229,766 229,766

Accrued expenses and deferred income 100,896 65,907 166,803

440,148 65,907 506,055

Note 20 Definitions of key figures

Operating margin

Operating income as a percentage of revenue.

Adjusted equity

Equity plus untaxed reserves less deferred tax.

Return on equity

Income after financial items as a percentage of average adjusted equity.

Equity/assets ratio

Adjusted equity as a percentage of total assets


23




NASDAQ OMX Stockholm AB

556420-8394

Stockholm, 2015

Andreas Gustafsson

Chairman of the Board

Teuvo Rossi

Suzanne Dahl

Erika Grünberger

Adam Kostyál

Magnus Billing

President and CEO

Our audit report was submitted on , 2015

Ernst & Young AB

Erik Åström

Authorized Public Accountant

nasdaq omx stockholm ab 556420-8394 · discrepancy between the swedish language original text and...

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