Included in first quarter of 2010 results are:
• $40 million in charges related to the recognition of unamortized debt issuance costs associated with a credit facility refinanced in the first quarter of 2010, and costs to terminate an associated interest rate swap; and
• $7 million in asset retirements and other non-recurring expenses.

Excluding the above items, net income attributable to NASDAQ OMX calculated on a non-GAAP basis was $92 million for the first quarter of 2010, compared with non-GAAP net income attributable to NASDAQ OMX of $99 million for the fourth quarter of 2009 and $102 million for the first quarter of 2009. Non-GAAP diluted earnings per common share were $0.43 for the first quarter of 2010 compared with non-GAAP diluted earnings per common share of $0.46 for the fourth quarter of 2009 and $0.48 for the first quarter of 2009.

"During the quarter we remained focused on executing our plan to leverage our world class technology platform while diversifying our product offering," commented Bob Greifeld, NASDAQ OMX's Chief Executive Officer. "With the launch of INET in the Nordics, positive developments in our interest rate swaps clearing business, and expansion of our efforts within energy commodities, the breadth of our business has grown substantially, placing NASDAQ OMX in a favorable position to capitalize on changes within our industry."

First Quarter 2010 Business 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 first quarter of 2010, NASDAQ OMX repurchased 2.3 million shares of common stock with an aggregate principal value of $46 million.
• Purchased the businesses of North American Energy Credit and Clearing Corp. (NECC), a Chicago-based clearinghouse for the over-the-counter (OTC) power and gas markets, expanding NASDAQ OMX's presence 's presence in OTC cc in OTC commodities clearing. NECC's business supports the U.S. physical power and gas markets by integrating the physical and financial markets through market-neutral clearing services.
• Announced plans to acquire Nord Pool ASA, the derivatives trading business related to NASDAQ OMX's commodity clearing business. Nord Pool ASA will be a part of NASDAQ OMX Commodities, combining the power and carbon derivatives exchange with the clearing business that NASDAQ OMX acquired in 2008.
• Together with Nord Pool Spot, launched N2EX, a marketplace for physical UK power contracts. N2EX establishes an auction-driven reference price based on the physical market which will be used as the basis for N2EX's planned derivatives market later in 2010.
• Launched the INET trading system, the world's fastest and most scalable trading system, in all seven equities markets in the Nordics (Copenhagen, Helsinki, Iceland and Stockholm) and the Baltics (Riga, Tallinn, and Vilnius). The INET trading platform operates all of NASDAQ OMX's equity markets and its U.S. options market. It also serves as the backbone for Genium INET, NASDAQ OMX's commercial exchange technology offering and is the platform for NASDAQ OMX's next generation futures and options market.
• Announced that the Australian Securities Exchange ("ASX") will adopt the Genium INET platform. The new platform will replace ASX's current integrated equities and derivatives trading platform and is designed to deliver significant latency and transaction capacity advantages. The new Genium INET platform will also allow ASX to retain the core functionality of the existing system, including the ability to trade equities and derivatives on one platform.
• Refinanced existing debt by completing a $1 billion underwritten public offering of 5 and 10 year senior unsecured notes and entering into new senior unsecured credit facilities providing for up to $950 million in borrowings, including $700 million in funded term loans and $250 million in an unfunded revolving credit commitment.

First Quarter 2010 Operating Highlights
• U.S. Equities: Total matched market share of U.S. equities was 23.9% in the first quarter of 2010, with NASDAQ matching 20.0% and NASDAQ OMX BX ("BX") matching 3.9%. Total matched market share was 24.0% in the fourth quarter of 2009 (NASDAQ: 20.6%; BX: 3.4%) and 25.0% in the first quarter of 2009 (NASDAQ: 24.8%; BX: 0.2%). Total matched share volume was 126.2 billion shares in the first quarter of 2010, compared with 126.1 billion shares in the fourth quarter of 2009 and 166.7 billion shares in the first quarter of 2009.
• Nordic Equities: Total volume was 17.3 million trades in the first quarter of 2010, compared with 13.8 million in the fourth quarter of 2009 and 13.3 million in the first quarter of 2009. Total value traded was €161 billion in the first quarter of 2010, compared with €139 billion in the fourth quarter of 2009 and €135 billion in the first quarter of 2009.
• U.S. Options: Total market share of U.S. equity options was 23.8% in the first quarter of 2010, with NASDAQ OMX PHLX ("PHLX") matching 21.3% and the NASDAQ Options Market ("NOM") matching 2.5%. Total market share of U.S. equity options was 22.5% in the fourth quarter of 2009 (PHLX: 19.4%; NOM: 3.1%) and 19.7% in the first quarter of 2009 (PHLX: 17.0%; NOM: 2.7%). Total industry average daily volume was 14.0 million contracts in the first quarter of 2010, compared with 12.9 million contracts in the fourth quarter of 2009 and 13.1 million contracts in the first quarter of 2009.
• European Derivatives: In the first quarter of 2010, the total volume of stock options and futures was 8.5 million contracts (Q409: 7.3 million; Q109: 8.3 million), index options and futures volume was 11.7 million contracts (Q409: 9.7 million; Q109: 8.1 million) and fixed income volume was 5.9 million contracts (Q409: 5.9 million; Q109: 4.3 million). Within NASDAQ OMX Commodities, cleared contracts during the first quarter of 2010 totaled 688 terawatt hours ("TWh") (Q409: 600 TWh; Q109: 596 TWh).
• Listings: New listings totaled 47 in the first quarter of 2010 compared with 64 in the fourth quarter of 2009 and 20 in the first quarter of 2009. Of the 47 new company listings in the first quarter of 2010, 41 listed on The NASDAQ Stock Market and 6 listed on the exchanges that comprise NASDAQ OMX Nordic and NASDAQ OMX Baltic. New listings in the first quarter of 2010 include 18 initial public offerings, compared with 18 in the fourth quarter of 2009. There were no initial public offerings in the first quarter of 2009.
• Market Technology: Total order intake, which represents the value of orders signed, was $50 million during the first quarter of 2010, compared with $148 million in the fourth quarter of 2009 and $9 million in the first quarter of 2009. At the end of the first quarter of 2010, total order value, which represents the value of orders signed that are yet to be recognized as revenue, was $496 million, compared with $417 million at the end of the fourth quarter of 2009 and $340 million at the end of the first quarter of 2009.
"The strength of our cash generative business permitted us to approve a $300 million share repurchase program while simultaneously committing to an acceleration of our debt retirement plans," stated Adena Friedman, Chief Financial Officer. "Following the announcement of our repurchase program we moved aggressively to execute on this plan. To date we've acquired 3.7 million shares with a total market value in excess of $76 million. Our financial goals for the year remain consistent, to deliver value to our shareholders by maintaining our financial discipline while exploring accretive capital management opportunities. Regarding expense guidance, we expect total operating expenses for the full year of 2010 to be in the range of $875 million to $890 million, including approximately $65 million in non-recurring costs."

Financial Review

Revenues

Revenues less liquidity rebates, brokerage, clearance and exchange fees ("net exchange revenues") were $360 million for the first quarter of 2010, a decrease of $9 million, or 2%, from fourth quarter of 2009 and first quarter of 2009 results. Changes in the exchange rates of various currencies as compared to the U.S. dollar had the impact of lowering revenues in the first quarter of 2010 by $4 million when compared to the fourth quarter of 2009; however, changes in exchange rates had the impact of increasing revenues by $15 million when compared to the first quarter of 2009.

Market Services

Market Services net exchange revenues were $241 million, equal to fourth quarter of 2009 results, but a decrease of 7% from the first quarter of 2009.

Transaction Services

Net exchange revenues from Transaction Services were $155 million for the first quarter of 2010, an increase of $5 million, or 3%, when compared to the fourth quarter of 2009, but a decrease of $12 million, or 7%, when compared to the first quarter of 2009.
• Cash Equity Trading net exchange revenues were $56 million for the first quarter of 2010, up $2 million, or 4%, from the fourth quarter of 2009 but down $24 million, or 30%, from the prior year quarter.
• Net U.S. cash equity trading revenues increased when compared to the fourth quarter of 2009 due to higher average net fees for shares matched on NASDAQ's trading systems. Revenues decreased when compared to the prior year quarter due primarily to declines in total industry share volume, a 1% reduction in market share, and lower average net fees per share matched on NASDAQ's trading system.
• European cash equity trading revenues were equal to the fourth quarter of 2009 results and down slightly from the prior year quarter. When compared to the fourth quarter of 2009, increases resulting from higher trade volume and value traded were offset by declines resulting from changes in the exchange rates of various currencies as compared to the U.S. dollar. Also offsetting higher volumes were revised fees introduced during the quarter. When compared to the prior year quarter, the decline in revenue is driven by lower average fees, offset somewhat by increases resulting from 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 first quarter of 2010 are $55 million in SEC Section 31 fees, compared with $103 million in the fourth quarter of 2009 and $25 million in the first 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 and clearing net exchange revenues were $61 million for the first quarter of 2010, up $4 million, or 7%, from the fourth quarter of 2009 and up $6 million, or 11%, from the prior year quarter.
• Net U.S. derivative trading and clearing revenues increased when compared to the fourth quarter of 2009 due primarily to increases in volume traded. Revenues declined when compared to the prior year quarter due to lower average net fees for traded contracts. Somewhat offsetting the decline in lower average net fees is an increase resulting from the reclassification of a membership fee at NASDAQ OMX PHLX. This membership fee was previously an access fee but became a volume based fee during the first quarter of 2010.
• European derivative trading and clearing revenues increased when compared to the fourth quarter of 2009 and to the first quarter of 2009. Increases when compared to both periods are due to higher clearing activity for energy contracts and to increases in trading volume for index options and futures contracts. Contributing to the increase in trading volumes for index options and futures contracts is the migration of trading to NASDAQ OMX that was previously transacted at EDX. Also factoring into the increase in revenues when compared to the first quarter of 2009 are favorable changes in the exchange rates of various currencies as compared to the U.S. dollar.
• Access Services revenues were $38 million for the first quarter of 2010, a decline of $1 million, or 3%, when compared to the fourth quarter of 2009 and an increase of $6 million, or 19%, when compared to the prior year quarter. The decline in revenues when compared to the fourth quarter of 2009 is due to the reclassification of a membership fee at NASDAQ OMX PHLX, as described above. The increase in revenues when compared to the prior year quarter is primarily due to revised fees for access services and increased demand for co-location services.

Market Data

Market Data revenues were $80 million for the first quarter of 2010, down $4 million, or 5%, when compared to the fourth quarter of 2009, and down $2 million, or 2%, when compared to the first quarter of 2009.
• Net U.S. tape plans revenues were $31 million in the first quarter of 2010, down $2 million, or 6%, when compared to the fourth quarter of 2009 and down $3 million, or 9%, when compared to the prior year quarter. The reduction in revenues when compared to both periods is due primarily to declines in trading and quoting market share of U.S equities, as calculated under the SEC-mandated market data revenue quoting and trading formula. Also contributing to lower revenues are reductions in the size of tape plan revenue pools resulting from reductions in subscriber populations.
• U.S. market data products revenues were $31 million in the first quarter of 2010, equal to revenues in the fourth quarter of 2009, but an increase of $2 million, or 7%, when compared to the year ago quarter. Revenue growth when compared to the prior year quarter is driven primarily by the growth of new products such as the NASDAQ Global Index Data Service, launched in the first quarter of 2009, growth in TotalView distributors and other proprietary data products.

• European market data products revenues were $18 million in the first quarter of 2010, a decrease of $2 million, or 10%, when compared to the fourth quarter of 2009, and a decrease of $1 million, or 5%, when compared to the prior year quarter. The decrease when compared to the fourth quarter of 2009 is primarily due to changes in the exchange rates of various currencies as compared to the U.S. dollar. Also contributing to the decline are modest reductions in subscriber populations. The decrease in revenues when compared to the first quarter of 2009 is due primarily to declines in subscriber populations, offset somewhat by higher revenues resulting from changes in the exchange rates of various currencies as compared to the U.S. dollar.

Issuer Services

During the first quarter of 2010, Issuer Services revenues were $84 million, equal to revenues in the fourth quarter of 2009, but reflecting an increase of $4 million, or 5%, when compared to the first quarter of 2009.

Global Listing Services

Global Listing Services revenues were $72 million for the first quarter of 2010, down $2 million, or 3%, from the fourth quarter of 2009, but up $1 million, or 1%, when compared to the first quarter of 2009.

• The decrease when compared to the fourth quarter of 2009 is primarily due to lower U.S. annual renewal fees and listing of additional share fees, offset somewhat by higher European listing fees. The increase when compared to the first quarter of 2009 is driven by higher European listing fees, offset somewhat by lower U.S. annual renewal fees and listing of additional share fees. U.S. annual renewal fees declined due to a reduction in the number of listed companies while listing of additional share fees declined due to a reduction in the number of secondary offerings. Driving the increase in European listing fees are higher market capitalization values for European listed equities.

• Corporate Services revenues declined when compared to the fourth quarter of 2009 due to the fourth quarter sale of Carpenter Moore, NASDAQ OMX's insurance brokerage business. Revenues increased when compared to the first quarter of 2009 due to increased demand for services from listed companies.

Global Index Group

Global Index Group revenues were $12 million for the first quarter of 2010, up $2 million, or 20%, from the fourth quarter of 2009, and up $3 million, or 33%, when compared to the first quarter of 2009. Higher revenues when compared to both periods are primarily due to increases in asset sizes of licensed exchange traded funds ("ETF") as well as additional demand for new licensed ETFs and other financial products.

Market Technology

Market Technology revenues were $34 million for the first quarter of 2010, down $10 million, or 23%, when compared to the fourth quarter of 2009, but up $5 million, or 17%, when compared to the first quarter of 2009. Revenue declines from the fourth quarter of 2009 are primarily due to extraordinarily strong customer demand in the prior quarter for year-end change requests and upgrades. Also contributing to the decline are changes in the exchange rates of various currencies as compared to the U.S. dollar. Higher revenues when compared to the first quarter of 2009 are primarily due to increases in the delivery of customer orders now in production and for which revenue is now recognized. Order intake also improved, increasing to $50 million in the first quarter of 2010, up from $9 million in the first quarter of 2009. Total order value, which represents the value of orders signed that have not been recognized as revenue, increased to $496 million in the first quarter of 2010, up from $340 million in the first quarter of 2009.

Operating Expenses

Total non-GAAP operating expenses decreased $3 million, or 1%, to $201 million from $204 million in the fourth quarter of 2009, but increased $7 million, or 4%, from $194 million in the prior year quarter. The decrease in expenses when compared to the fourth quarter of 2009 is primarily driven by lower compensation expense and marketing and advertising spending, offset by higher data center lease expenses. Also contributing to the decline are changes in the exchange rates of various currencies as compared to the U.S. dollar, which had the effect of lowering expenses by $3 million when compared to the fourth quarter of 2009. The increase in expenses from the first quarter of 2009 is primarily due to changes in the exchange rates of various currencies as compared to the U.S. dollar, which had the effect of increasing expenses by $11 million.

Net Interest Expense

Net interest expense was $23 million for the first quarter of 2010, compared with $22 million for both the fourth quarter of 2009 and the first quarter of 2009. Included in total interest expense for the first quarter of 2010 is $19 million in interest expense, reflecting nearly a full quarter of the refinancing of our debt. Also included is $4 million of non-cash expense associated with accretion of the 2.5% convertible notes, $1 million in non-cash debt amortization expenses, and $1 million in other related fees. Interest income for the first quarter of 2010 was $2 million.

Earnings Per Share

On a non-GAAP basis, first quarter 2010 earnings per diluted share were $0.43 as compared to non-GAAP earnings per diluted share of $0.46 in the fourth quarter of 2009 and non-GAAP earnings per diluted share of $0.48 in the prior year quarter. NASDAQ OMX's weighted average shares outstanding used to calculate diluted earnings per share was 215 million for the first quarter of 2010 and for the fourth quarter of 2009, and 214 million for the first quarter of 2009.

In June 2009, NASDAQ OMX filed an application for an advance tax ruling with the Swedish Tax Council for Advanced Tax Rulings. The application was filed to confirm whether certain interest expense is deductible for Swedish tax purposes under legislation that became effective on January 1, 2009. We expect to receive a favorable response from the Swedish Tax Council for Advance Tax Rulings in the second quarter of 2010. We recorded the Swedish tax benefit as described above in our consolidated financial statements. In the first quarter of 2010, we recorded a tax benefit of $5 million, or $.02 per diluted share. Since January 1, 2009, we have recorded a tax benefit of $23 million, or $.11 per diluted share.