Vince Palmiere - VP of IR Bob Greifeld - CEO David Warren - CFO Magnus Bocker - President

Roger Freeman - Lehman Brothers Don Fandetti - Citi Chris Allen - Banc of America Securities Brian Bedell - Merrill Lynch Rob Rutschow - Deutsche Bank Mike Carrier - UBS David Grossman - Thomas Weisel Partners Josh Elving - Piper Jaffray Dan Fannon - Jefferies Mike Vinciquerra - BMO Capital Markets Rich Repetto - Sandler O'Neill

Good day and welcome to the NASDAQ first quarter 2008 earnings results conference call. Today's conference is being recorded. At this time I would like to turn the conference over to the Vice President of Investor Relations, Mr. Vincent Palmiere. Please go ahead sir.

Well, thank you operator. Good morning, everyone and thanks for joining us today to discuss NASDAQ OMX's first quarter 2008 earnings results. Joining me are Bob Greifeld, our Chief Executive Officer; David Warren, our Chief Financial Officer, and President, Magnus Bocker. Following our prepared remarks we will open up the line for Q&A. If you haven't done so already, you can access the results press release on the NASDAQ OMX investor relations and newsroom website at www.nasdaqomx.com. If you have any follow up questions after this call please contact me at 212-401-8742. Before I begin I'd like to remind you that certain statements in the prepared presentation and during the subsequent Q&A period may relate to future events and expectations and as such constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. I urge you to read the full disclosure statement concerning such forward-looking statements in our press release and other factors detailed in the company's Form-10K and periodic reports filed with the SEC. And with that I'll turn the call over to Bob.

Thank you, Vince. Good morning, good afternoon, good evening. Wherever you are in the world I do appreciate you being with us today to discuss our first quarter results. When I spoke to you in February, I wrapped up my comments on a strong 2007 and set out the priorities for a very successful 2008. Clearly, the acquisitions we have announced last year set the foundation for a powerful global exchange company. Key to our success for this year will be our focus and discipline in executing on the integration of these acquisitions and delivering the synergy value to our shareholders. While we are only two months into our new future as NASDAQ OMX I can tell you today that we are operating as one global company and executing well on our plans. I can also tell you that our opportunities for growth are the strongest they have been in my time as the CEO. This morning, we reported our first combined quarterly results with net income of $121 million or $0.69 per diluted share. I will let David cover the details in his remarks and I will spend my time discussing the highlights for the quarter. In February we closed the OMX transaction, solidifying our presence as a global company. The combination with OMX and our investment in the gulf region firmly establishes NASDAQ OMX as the world's largest exchange company with operations on six continents. Our new name reflects a new company, one that is an $8 billion global organization treating asset classes that span equities, derivatives, and fixed income. The NASDAQ OMX organization is defined in the exchange space by our reach and our capabilities. We not only operate the most efficient trading platforms in the world, but we are the technology provider of choice for more than 60 exchanges around the world. We have the deepest bench of leaders in our industry, all focused on the goals of meeting the needs of our customers through product innovation, unequaled service, and connectivity around the globe. In March we announced the launch of our Pan-European Market, our first major move as a consolidated company. This market based in London will use our INET technology and establish customer connectivity to provide a highly liquid plug-and-play trading and routing platform for the most actively traded European stocks. We believe that the recent regulatory changes in Europe coupled with caster demand for a competitive dynamic will transform Europe into a marketplace similar to what exists in the United States. We have been extremely successful in gaining share in the trading of NYSE-listed stocks. We are proud of the fact that we matched over 20% of NYSE volume and we have established similar goals for our Pan-European effort. We plan to use the same methodical approach to gain share in Europe that has worked for us in the US and really one in which we are uniquely qualified to succeed. Turning to the options market, on March 31st, we launched our US options market; a new electronic equity and index options market and the first options trading platform to offer true price-time priority. Customer reception has been extremely positive and in a scant five weeks since the launch we are now trading over 117,000 contracts per day. We also continue to work on our acquisition of the Philadelphia Stock Exchange. All legal hurdles have been cleared and we expect to close in June, pending SEC approval. I am pleased to report that PHLX's volume growth and market share has been tracking ahead of our plan, which of course only heightens my desire to close the transaction. We also expect to close on our acquisition of the Boston Stock Exchange in the second quarter. As I have said before, with Boston, we pick up a second exchange license and the ability to offer a second quote in the US equities market to give us more pricing flexibility, increase market share and better distribution of tape revenue under the SEC's revenue-sharing formula. With Boston we also acquire a clearing business and a point of entry into a business where NASDAQ OMX's reputation for innovative technology and customer service can bring big returns for our trading customers and shareholders alike. Moving back to Europe, we continue to move forward on the acquisition of Nord Pool, Europe's largest electricity derivatives exchange and our entrance into carbon trading, an exciting growth area. Nord Pool has experienced year-on-year growth over 40%. As exchanges around the world seek world-class technology, they continue to look to our market technology business as a preferred vendor. During the first quarter, two exchanges in India, the Bombay Exchange and the India Energy Exchange as well as the Indonesian Stock Exchange and the Icelandic FSA have signed technology vendor contracts with NASDAQ OMX. In April, the Tokyo Commodity Exchange signed a contract with us for an integrated trading and clearing system for commodity derivatives. The value of our technology continues to be recognized by customers across the globe. I am very pleased to report that we are moving very well on the integration of NASDAQ and OMX. Our technology managers came together quickly to launch our technology roadmap. We have made the major technology decisions that needed to be made and are executing on our plan to integrate our systems to achieve our cost synergies and importantly deliver best in class technology to all our customers. David Warren will go into the details on this shortly but based on the progress we have made in the two months since the closing on OMX, I am confident that we are ahead of our synergy target for this year and we are upping our expectations of expense synergies to $25 million to $35 million from the $20 million to $30 million we expected in February. I think you will agree that our growth opportunities are the strongest they have ever been but I also want to set these opportunities against the strong performance NASDAQ OMX achieved in the first quarter in our core markets and businesses, demonstrating our ability to advance a number of initiatives and highlighting the strength of our management team. We expanded our leadership as the largest single pool of liquidity in the trading of US listed equities, matching a record high 31% of all volume for the first quarter. NASDAQ OMX also achieved new market share highs in the trading of NYSE- and Amex-listed securities matching 21.1% and 36.2% of volume respectively during the quarter. Our unique ability to seamlessly integrate our dark pool liquidity with our transparent matching services allowed us to grow both service. Our dark pool liquidity trades over 350 million shares per day and is a significant opportunity for an increased capture rate in our transaction business in the second quarter and beyond. Our leadership in providing value-added services to listed companies is providing a compelling case to CEOs to evaluate their listing decision in favor of NASDAQ OMX. On April 28th, Computer Associates, a $12 billion market cap company switched from NYSE and began trading on the Nasdaq Global Select Market under the ticker symbol CA. We traded record volumes on the Nordic Exchange during the quarter. In January 2008, average daily derivatives trading volume reached a record 789,000 per day. This record was eclipsed two months later in March 2008 when average daily derivatives trading volume topped 800,000, a 25% increase over March of 2007. Cash equity trades in January climbed to a new record high of 267,000 trades per day, an increase of 61% over the prior year. And in February, 2008, new record high average daily trading volume was achieved for fixed income derivatives on an average of 158,000 contracts traded. And as these volumes reach record levels our technology performed flawlessly. The strength of our technology was recognized by our customers as they moved increasing amounts of volume towards systems with sub millisecond response time. Let me conclude by saying that NASDAQ OMX is established as a formidable global exchange and technology company. We are well positioned for a successful 2008; we will execute on the integration of OMX, Philly, Boston, Nord Pool and all other opportunities. The moves we are executing this year will set the stage for powerful growth in 2009 and beyond. NASDAQ and OMX have each earned a reputation as proven integrators who can stay focused and deliver value to our shareholders and customers. Based on the progress we have made in the two months I am confident that we can be even more successful together. I will now turn the call over to David who will walk you through the specifics of our performance.

Thanks, Bob and hello everyone. Thanks for joining us today. It is great to be with you. Let me start by noting that our first quarter results include OMX from February 27, the date that our transaction closed. I will quickly touch on our reported results and then turn to our pro forma non-GAAP results, which are provided for comparison purposes. The pro forma results reflect the financial results for both NASDAQ and OMX as if we were a combined company for the periods discussed. On a reported a basis revenues less liquidity rebates, brokerage, clearing and exchange fees, or net exchange revenues were $278.3 million, operating expenses were $145.3 million of net income at $121.4 million and diluted earnings per share at $0.69. Included in these results is a pre-tax gain of $26 million associated with our investment in Dubai International Financial Markets or DIFX. This is a one-time gain resulting from the write up of the trademark rights we are granting to DIFX. There is also a pre-tax gain of $35.3 million related to foreign currency hedges we entered into for the acquisition of OMX and for our planned acquisition of Nord Pool. Approximately $8 million of this amount relates to a forward contract on the Norwegian crown for Nord Pool and we are required to mark this contract to market going forward. When you exclude these gains as well as $800,000 in after-tax M&A related expenses earnings per share on a non-GAAP basis for the first quarter were $0.48. Now turning to our pro forma results, net exchange revenues were $382.7 million for the first quarter of 2008, up 12.8% when compared to $339.2 million for the first quarter of 2007, and up $3.6 million when compared to $379.1 million for the fourth quarter of 2007. And I should say at the outset that as everybody knows that during the period, the Swedish crown has appreciated against the US dollar. So as I give these comparisons, if you do the prior year comparisons, Q1 to Q1, the net income benefit to NASDAQ is $0.02 per share, a benefit of $0.06 on revenue and an impact of $0.04 on expense. There is still a benefit sequentially, but it is less obviously given the relationship between the dollar and the crown. It is $0.01 on net income, $0.02 on revenue and $0.01 impact on expenses. So I just want to cover that up front as I go through these comparisons. Now back to the comparisons. Within market services, net exchange revenues were $267.2 million, up 17.6% from the $227.3 million we reported a year ago and up 9.3% sequentially. Market Center net exchange revenues were $192.8 million, up 19.5% from $161.4 million in the year ago quarter and up 12.7% or almost $22 million sequentially. The increases when compared to both periods are primarily due to higher volumes and record market share in both our US and Nordic markets. Total US listed equity volume matched on NASDAQ increased to 153.7 billion shares in the first quarter of 2008, up 61.5% from the first quarter of 2007. Increases when compared to the fourth quarter of '07 are primarily due to higher traded share volumes and reduced fees associated with clearing transaction. During the quarter an SEC reduced their clearing charges and issued us a rebate for past clearing activity. At the same time, they have reduced their current fee schedule so that we expect to benefit of this rebate to continue going forward: Finally, included in execution and trade reporting revenues in the first quarter of '08 are $91.1 million in SEC Section 31 fees, compared to $98.5 million in the first quarter of '07 and $99.3 million in the fourth quarter of '07. In our Nordic markets, revenues increased when compared to both the first quarter of '07 and the fourth quarter of '07. Driving revenue higher when compared to both periods is higher cash equity and derivatives transaction volumes, offset somewhat by lower cash equity value traded and lower cash equity transaction fees implemented at the first of the year. For the first quarter of '08, the number of equity transactions per day grew by 32% from 179,000 to 236,400 when compared to the same period in '07. For the same periods the value of equity trading for business day declined 9.9% to 44.5 billion Swedish crowns. The number of traded derivatives contracts per day increased 9.1% to 754,900. Also contributing to increases in revenue as I mentioned before are definitely the improving exchange rates of the crown versus the dollar. And in market services subscriptions revenues were $66.3 million for the first quarter of '08, that's up almost over 14% when compared to the first quarter and up slightly by $400,000 sequentially. Both of these increases are due to higher subscription levels and increased demand for our data products in both the US and in the Nordic's. And Issuer Services revenues increased 8.3% to $86.2 million from the first quarter and decreased 6.6% or $6 million from the prior quarter. Corporate Client Group revenues were $74.7 million for the first quarter, that's up $4 million or almost 6% when compared to the prior year, but down $6 million from the fourth quarter. The increases in our revenues from the prior year are driven by increases in the revenues we are receiving from our corporate client services and they reflect increasing customer demand for the products and services that we offer through the acquisitions we made of PrimeNewswire, Shareholder.com, Carpenter Moore, and new product such as Director's Desk and the decline from the fourth quarter is primarily due to a reduction in the total number of listed companies. In the Nordic markets, revenues increased when compared to the first quarter of '07, helped by improving exchange rates. In financial products, revenues were $11.5 million for the first quarter of '08. That's up $2.6 million or 29% from the first quarter and down slightly sequentially. The increase in the prior year is due to higher license revenues associated with our license ETFs. Finally, within market technology, revenues were $29 million for the first quarter compared to $31 million for the first quarter of '07 and $42 million for the fourth quarter of '07. Declines when compared to the fourth quarter of '07 are due primarily to higher than normal activity recognized in that period. I would like to add some clarification to a factual statement in our release. We anticipated the possibility of some temporary declines in sales activity in the first quarter. I think this is a natural and prudent choice for customers to take when there is a merger, particularly when two world-leading technology companies come together, but we have acted quickly, as Bob said, announcing our technology roadmap within only seven weeks of closing which I regard as unique in our industry. The response from our technology customers has been positive, both in the speed with which we arrived at our decision and the quality of the technology solutions that we will now offer as a new company and you can see this. Customer activity continues to be high, with large orders driving order intake to $46.7 million in the first quarter of '08, 16.2% higher than the $40.2 million we realized in the first quarter of '07. I will turn now to operating expenses. Total operating expenses increased 5.1% to $229.4 million; that's from $218.3 million in the prior year and they declined about 2% sequentially from $234.1 million. The higher expenses when compared to the first quarter are driven primarily by higher compensation expenses resulting from a larger employee base and from increased retention expenses. Declining expenses when compared to the fourth quarter of '07 are driven by lower marketing expenses, as the fourth quarter is typically a strong period for our advertising programs. Our pro forma tax rate for the quarter was $32.6 million and that compared to an average of $32 million for '07. I would like to also say that going forward we expect our tax rate to be in the range of the pro forma of last year. And now if I turn to the balance sheet, you will note a number of changes related to the combination with OMX. These changes are in cash, goodwill, intangibles, debt obligations and shareholder equity. Cash and cash equivalents at quarter end were approximate $736 million, down from $1.3 billion recorded at the end of the year. Finally, as Bob said, we are increasing our expectations for full year expense synergies that we will achieve by the fourth quarter of this year to $25 million to $35 million, up from $20 million to $30 million that we announced to you back in February. During our last call, I also mentioned that our synergies from the PHLX deal would be $50 million within two years of closing and we remain confidence in our ability to achieve this target and, of course, I will have more to say on this once we close the transaction. So in summary we are quite pleased with our efforts this quarter. It reflects a lot of hard work from our employees around the world. We are glad you are here with us today and at this point, I think, Operator, we will take your questions.

(Operator Instructions) We will go first to Roger freeman with Lehman Brothers. Roger Freeman - Lehman Brothers: Hi, good morning. I guess, first of all with respect to OMX, can you just lay out, I know you talked about this in generalities around the technology road map and the integration plans, can you give us an update on what has happened so far, what is going to be happening over the next two to three quarters. Also with respect to technologies, is it right to assume that the INET technology becomes as a high velocity exchange platform and then the OMX technology is the outsourced version you are selling.

One is, we are very comfortable with the fact we have made the big decisions and synergy targets that we have given out are certainly within our grasp to achieve. We are more comfortable with that statement now than at any time in the past. So, we are moving along with that. With respect to the platforms, clearly the INET platform brings great capability with respect to cash equities and high volumes and the combined organization will use that as a product where it best fits. Also within our stable, we have a number of different technology platforms that bring unique advantages and what they delivered to the marketplace. So I think the key point to focus on is that we will have a single platform, a single platform of excellence for a given task. Now, and that will not mean there will be one, only one platform but only one platform for the given function. Clearly, we will make sure that we have best in breed in every area that we compete in. Roger Freeman - Lehman Brothers: Okay. What is the technology road map that you have communicated to customers that were holding off in making investment decisions?

Well, first off, we said that as David said, we think some of the customers would hold off just because the merger was happening not with respect to our technology road map. I think it is also important to note that in the mark technology business it will tend to be somewhat lumpier than other businesses that we have in the certain quarters you will have a big order, in other quarters you will not, and that is just going be a fact of life with it. However, with respect to the road map we have certainly put out internally and we are in the process of communicating to our customers exactly what we are doing. We will certainly look to take full advantage of the Genium platform that OMX had in its stable and we are going to look to take full advantage of the INET technical architecture. So if you wanted to come up with any sound bite from today's call, you could say that the combined enterprise will standardize on a Genium platform powered by INET. Roger Freeman - Lehman Brothers: Okay. That is helpful. I guess on the European ECN strategy, can you talk a little bit more about plans with respect to I guess pricing approach and then also, as you think about this. What are the biggest obstacles that you need to overcome, or what are the biggest concerns about being able to build market share, is it clearing, is it customer acceptance, well, how do you think about that?

Well, one, with respect to pricing, we are not going to take an incremental approach. So, on a net basis, the pricing we bring to Europe will be very similar to the pricing that we have here in the States. So, if you look at the capture rates in Europe today, they run five to ten times what we charge here in the States. As I said, we will not be incremental. We are going to come right in with US style pricing. We will certainly reward provision of liquidity. On the second question, and I hate to phrase it this way, but we do not see any obstacles in our way right now. We have a clear path, whether that is from a clearing point of view. We have a number of different, I think, very qualified competitors of which we will choose between them. We certainly have customers who are cheering on our efforts and look forward to a new competitive dynamic in the European marketplace. So, we have a clear path.

Thank you. We will go next to Rich Repetto with Sandler O'Neill. Rich Repetto - Sandler O'Neill: Good morning, guys.

How are you doing there, Rich? Rich Repetto - Sandler O'Neill: I am doing okay. Looking at the first quarter where you combined with OMX and you get the pro forma results for the whole quarter, and you have mentioned a couple of thing that are different going forward, like the tax rate, David. So first, I guess the question is, what things besides and I think the tax rate would add $0.03 in the quarter if I am calculating right? Are there any other things that we know volumes can change, etc., but are there one-time items or anything materially different like interest expense that will change quarter-to-quarter?

The interest expense obviously -- we did very well on that financing so the benefit of that, I think, is already reflected in the debt that is on our books. To your question it is definitely the tax rate and as I said, I do expect that to go down. Depending on the composition of our revenue as we move forward between European and US, obviously we will benefit from that tax structure and the lower tax rate. I think the other important part is if you parse through what we are saying on the synergies, if we are going to exit $25 million to $30 million lower in run rate spending annually, that really means that our run rate spending in Q4 of this year, if you just take the midpoint of that, is going to be $7.5 million lower than where we are right now. Rich Repetto - Sandler O'Neill: Got you. Okay.

I mean those are the two things we can highlight today and as we said, we are a month into results and two months into operations. So, when we are positive about what has happened today then there is definitely a lot of upside. Rich Repetto - Sandler O'Neill: Okay. Then the efficiency or the improvement, I guess, from the impound of the debt servicing side, did that all flow through -- like quarter-to-quarter what should we expect on the interest expense line?

It is been running well. It is been running around 5%. I am not sure if that is the, maybe -- is your question or is it you want to state it differently? Rich Repetto - Sandler O'Neill: I guess the overall interest expense was $22.6 million in the quarter, but some of the convert and debt was reconfigured in the quarter. Is that number likely to come down going forward or stay the same?

What is reflected in the pro forma Rich -- hold on a minute, I am just looking for it. Rich Repetto - Sandler O'Neill: Okay. So, that interest expense is as if...

The pro forma assumes that we had done the acquisition as of January 1st of '07 at the rates we negotiated. Rich Repetto - Sandler O'Neill: Understood. Okay. My last question just more broader and strategic, I guess, for Bob. We are seeing things heat up. You had a big opportunity it looks like in Europe, as you execute on the play book you already did here in the US on the listed side, but you also see some competition heating up here on the NASDAQ side. So, I am just trying to get your -- see how it is bouncing and at least in your mind the opportunities versus the competition in broad and domestic.

Certainly, we are trying to repeat our play book in two areas right now. One is our organic option strategy and we are clearly ecstatic that we have got to 117,000 contracts after a soft roll for the last five weeks and I think we have a clear path and we tend to make a real difference in the European marketplace. Now here in the States, we see certainly great opportunity. We see that the competitive dynamic is what we expect it to be and we are taking a number of different steps. One is we have underutilized asset in our arsenal right now and that is the dark pools. So, right now NASDAQ trades about 350 million shares per day in our dark pool and our fundamental advantage is our dark pool is completely integrated into our continuous market. It is clear when you look at what the other dark pools are charging, they are charging orders of magnitude higher than what we get for those similar transaction. So, we certainly see great opportunity for increased capture in that business and Rich, as I am sure you saw with our pricing action effective in May, that was a recognition for the first time of that opportunity. So, we see that from a financial point of view having a very positive impact on our side. In addition, you will see us take steps with respect to clearing, where we will step out of the clearing process for our customers and we have mentioned that that will cut down the expenses in a significant way. I think you saw in a Wall Street Journal article that we are going to route to other dark pools and essentially that is part of our general change in our routing strategy which will then cut down the expenses quite dramatically. So, we are very, very optimistic that the profitability in the transaction business is quite positive as we look at the balance of the year. We obviously continue to see great opportunity in tape A and tape B to continue to gain share. We certainly see that as New York has melted down, their share on the hybrid from 39% at the beginning of the year now to 31% that they are reaching a point of no return which will be great opportunities for us. So, we study that business very closely. We pay close attention to it. It is well led by Chris Concannon and team and I think we have got a very effective strategy; one, to increasing gain share and probably most importantly have some fairly dramatic impact on the profitability of that business in the quarters to come and so we feel good about that. Rich Repetto - Sandler O'Neill: Great. Thank you. That is very helpful.

We will go next to Mike Vinciquerra with BMO Capital Markets. Mike Vinciquerra - BMO Capital Markets: Thank you, good morning. I want to ask question on the option side. Obviously a big pick-up here and I can see the statue talking about Bob on the OCC side, so an impressive start. Two things, number one, how many different contracts are you guys currently listing and number two, do you have a sense for your share of volume in penny names, my guess is you are doing probably better in penny names right out of the gate than you are in the traditional options.

Yes, good questions. I do not have our stats for penny names and we will have them in the future. I would say today we are trading about 90 underline so we clearly have a lot more to roll out. It has been a soft role. We have a lot of customers who are in process of hooking up and other customers are hooked up who want a particular change to the system which will release that much more volume. So it is obviously early days but at this point it is just going incredibly well. I will highlight that Philadelphia, as I said in my prepared comments is certainly performing significantly ahead of what we had modeled as we contemplated this acquisition. So we are obviously anxious to close that transaction. Mike Vinciquerra - BMO Capital Markets: Okay. Thank you. Now, just to make sure that your pricing on the options right now, it is 45 to take and 30 rebate, you are not offering other incentives that we know of; is that right?

That is right. Mike Vinciquerra - BMO Capital Markets: Okay. I have a few questions on the non-US business if I may? You have new statistical page you are providing for us that does not have historical information from both equities or derivatives for the Nordic, and I am just curious; one, are you going to provide those number. Two, when I look back at OMX's statistics that they release last year they seem to be a little different. Was there some adjustment you had to make based on how you were reporting those numbers?

Certainly, we can provide historical numbers in the future and I am not aware of any adjustments that we did make.

Yes, certainly there is historical data that is available on the website. As we go forward obviously we will continue to build out that statistics table, but let me understand more about the changes you are referring to? Mike Vinciquerra - BMO Capital Markets: Sure. When I look year-over-year for instance in this release you guys mentioned that last year you did 691,000 derivatives contracts. Now OMX's release it says 673,000, it is just some minor differences I am just curious if there is just a difference in the way you account for things or whatever else.

I hear your question. Why do not we get back to you? Mike Vinciquerra - BMO Capital Markets: That off line is fine. I just wanted for modeling purposes.

I understood. Mike Vinciquerra - BMO Capital Markets: Okay. Then the only other thing is just the revenue, the non-US execution revenue was about $92 million. Can you give us the rough break down between equities and derivatives, OMX also used to give that data as well?

Sure. Let me give you a rough sense of what our revenue will look like post the Nord Pool and post the Philadelphia acquisition. So, and again these are not exact but they are very close. So post those two acquisitions, our US cash equity business will be about 15% of revenue. The Nordic cash equity business will be about 9%, our derivatives business and as well as global derivatives will be about 17% of our overall revenue. Global issuers will be 17% also and market data will be about 19% and market technology will be around 8%. Mike Vinciquerra - BMO Capital Markets: Great. That is very helpful. Okay. Thank you, guys.

Yes. I will just make one editorial comment, as we look at these percentages with what the organization will be at the end of June, we are certainly proud of the fact that we have a diversified quite substantially into the derivative space but we I think have a minute focus on execution and the cash equity business we believe is a very strong business, has great opportunity for growth and we certainly intend to protect and grow our mark share in that space.

We will go next to Dan Fannon with Jefferies. Dan Fannon - Jefferies: Thanks. Good morning. You mentioned the Nord Pool deal closing, could you remind us when that is expected to close and if you could give us a sense of what the contribution from that business might be when it does get consolidated.

Well, we are expecting a close in the third quarter and we haven't yet broken out the several contributions for that business. Dan Fannon - Jefferies: OMX did not do that when they just gave historical metrics, they never gave a pro forma earnings or contribution for going forward, it was just historical numbers.

They did not. They just looked at historical. Dan Fannon - Jefferies: Okay. In terms of your guidance for the expense synergies and how we look at the contribution from the international businesses going forward. Is there any type of hedging strategies that we should be looking at to lock in or from a currency perspective?

Well, we certainly can get into this more as we move forward, but certainly we right now have as a global company have currency exposures in all of the major currencies. Our policy right now is definitely with respect to contracted flows to fully hedge those. Then, we also look at and make a determination about probable flows and hedge those depending on different times and different opportunities. So my guess my general question to you is where we can, where we can get certainty into our results with respect to currency fluctuations, we do. We look for opportunities to minimize the risks. Is there more to your question than that? Dan Fannon - Jefferies: Well, I guess as you update us on some of the expense synergies and the potential increases or decrease there, what factors will currency play a factor in that?

Well, I think certainly currency is going to play a factor in our transactions going forward and we will update you on that. The expense synergies that I speak of obviously are absent to any currency effects. Dan Fannon - Jefferies: Right.

They are' reduction in our operating expenses going forward as currency will cut both ways as we move forward. Dan Fannon - Jefferies: Okay. Then, in terms of the Pan-European opportunity and the offensive tactics you are taking there. Are you seeing any kind changing competition thus far for you in the Nordic region? I know most of the upstarts are targeting some of the larger exchanges but have you seen any changes in the competitive environment where you guys have currently operating there?

We are not but we certainly expect that the overall environment will change in time. However, so far, it has been business as usual in the Nordics. Dan Fannon - Jefferies: Okay. Thank you.

We will go next to Josh Elving with Piper Jaffray. Josh Elving - Piper Jaffray: Hi, good morning.

How are we doing, Josh? Josh Elving - Piper Jaffray: Good, hi, Bob a question, maybe bigger picture now that you have OMX closed and you have this partner in Dubai. Do you have any near-term or mid-range plans to develop that relationship further or where do you see that going over the longer-term?

Definitely. I think, we have great opportunity in our relationship with Dubai, as I think everybody is aware the amount of investable assets in that region increases on a daily basis and we certainly want to provide an easy efficient outlet for those investable assets to come into our US customer base and we also want to have our corporate customers have an easy access into that part of the world, and when I say corporate customers, our listing customers from obviously old OMX and the old NASDAQ stock market. So we are working hard on those endeavors. Josh Elving - Piper Jaffray: Okay. I guess, going back maybe a numbers question, with regard to the currency options that $35.3 million in the first quarter, I understand a big part of that had to do with OMX, David I think you mentioned that there were some existing contracts outstanding with regard to Nord Pool. Do you expect that to be a significantly lower number in the second quarter as a general rule?

Well, it is not realized for one thing. So what I said was the, obviously, think contracts with respect to the acquisition of OMX is expired and we book the gains. With respect to the acquisition of Nord Pool we put a forward on for the Norwegian crowns to hedge our risk in that acquisition cost, the purchase price of that company. Josh Elving - Piper Jaffray: Okay.

So we will mark that to market going forward but clearly as at some point as we close the transaction it comes off the books. Josh Elving - Piper Jaffray: Okay. I guess just one follow up question to, I think it was Vinciquerra's question with regard to the breakout of revenues in European execution between cash and derivatives trading, did you offer that or do you have that?

What I said for European cash, it will be 9% of our revenues post the Philly and Nord Pool closing. Josh Elving - Piper Jaffray: Okay. Thank you very much.

We will go next to David Grossman with Thomas Weisel Partners. David Grossman - Thomas Weisel Partners: Thanks, good morning.

How are you doing? David Grossman - Thomas Weisel Partners: Good, thanks. Can I just ask a quick follow up to the hedging question, David? So I understand your hedged against the outstanding acquisitions but is it your intent or are you still evaluating whether or not you want to hedge the P&L exposure on a go forward basis so you would have FX gains and losses on hedges every quarter?

Do you want to answer it, Bob?

Yes, basically we are going to do is do net investment hedges going forward which would be a reflection in the shareholders equity. Then let flow through the transaction gains and losses, economically, we will be in the same place, but the accounting will show up in a transaction related P&L going through the P&L and the net investment hedge would go through shareholders equity. So economically we are going to be hedged but the accounting is not going be as clean as we like it to be. David Grossman - Thomas Weisel Partners: So on a go forward basis then, we will see obviously the impact of currency on revenues, expenses etcetera. So will that be an offsetting hedge gain or loss in the P&L or is that going to be in the balance sheet?

That is going to be on the balance sheet. David Grossman - Thomas Weisel Partners: All right. So we will have to live with fluctuations every quarter there that you announced.

Yes, I would say. David Grossman - Thomas Weisel Partners: Then secondly, I think we calculate this a little differently than you guys do. However, it looks like the net capture rate went down a little more than we thought and it may be just the way we calculate it. I am just curious did you see the same thing and if so whether there is some aberrations in the quarter given that a lot of the pricing changes that are going into effect I think for the most part happened after the end of March, so any thoughts on that.

Well, I will say this. We saw in the US equity business our capture rate declined the most in January and then saw a gradual trend line up for February and March, and that has continued into April and now into May. David Grossman - Thomas Weisel Partners: Okay. So you see improvement into May, I am sorry Bob.

Yes. David Grossman - Thomas Weisel Partners: Okay. Getting back to your comment about your pricing strategy in Europe, so would you expect the overall net capture rate trend in Europe than to be positive flat or negative based on the comment that you made about how you are going to enter that marketplace?

I think you will see it relatively consistent with the capture rate in the US. David Grossman - Thomas Weisel Partners: Okay. Does that take a period of time to normalize or do you think that happens relative soon?

We are saying we are not going to go in there with an incremental approach, so we will lead with a similar capture strategy to what we have in place at that point in time in the US. Now, the actual charging could be different but our models will try to get us to the same level of capture. David Grossman - Thomas Weisel Partners: I got it. Bob, can you just remind us what the impact of getting that second quarter in the US market, how that flows through the business and how it impacts the results?

The key thing, and I think I touched on it in my prepared comments, is we in the United States here have a somewhat obscure way to calculate revenue sharing from market data and that revenue sharing formula as we learned more about it has a strong bias towards a lower volume exchanges. So, to the extent that our Boston co has the ability to gain two to three points of market share, the real interesting point will be how much of the mark data pool we are able to claim. Depending upon the mix of orders versus trades, it could be anywhere from 6% to 9% of the market data pool. So, we see that and the two things are of benefit because clearly the incremental transactions adjust that incremental where there is no real change to our cost base and we would like to be on the positive side of that arcane formula that we have to live with based upon the SEC's calculations. David Grossman - Thomas Weisel Partners: Okay. So, we really would not expect to see a churn-up in the execution side, it would be in the data side?

It will be on both. David Grossman - Thomas Weisel Partners: It well, okay. I have just one last question for David. Can you just give us the quick cash flow metrics if you will for the quarter and any thoughts you have on the year in terms of CapEx and D&A and some of the other noncash items that get included?

Cash flow from operations was $221 million and that compared to $78 million in March of '07. David Grossman - Thomas Weisel Partners: Okay.

CapEx, I think at this point as we have come together, we will have more to say on that next quarter but we definitely are managing it well. In terms of I think the pro forma's at this point and the reason we presented them to you is I think it definitely presents a good guide from our starting point. David Grossman - Thomas Weisel Partners: Okay. So I am sorry, did you have a CapEx number for the quarter?

About $14 million for the quarter. David Grossman - Thomas Weisel Partners: Okay. All right, gentlemen.

As I said, I will update that more as we go forward. I am just going to know more as we get into the second quarter. David Grossman - Thomas Weisel Partners: Got it. Thanks very much.

Thank you.

We will go next to Mike Carrier with UBS. Mike Carrier - UBS: Good morning, guys. Want to get around some of the noise in the corner and I realized there is a lot going on and it is early, but when I look at the pro forma numbers for OMX or the non-US ops, it looks like your operating pretax margin was in the low to mid-20s versus OMX's operating around 30 or a little above. So, just want to understand how much is this due to higher one-time expenses maybe including some of the retention or any severance versus other issues, maybe like the light, technology revenues?

That is a big question. What is that? We are not breaking it out that way is the first answer to your question. Mike Carrier - UBS: Yes, I mean I was just thinking if you look at the non-US rev that you give and then last quarter you were saying that the core NASDAQ revenues or expenses would be running at like $110 million per quarter and it is a rough number. I understand there is a lot going on but I did not know if there were some one-time items on the expense side that maybe just brought it down a little bit.

There were no major extraordinary charges in the numbers other than what I have already highlighted. Mike Carrier - UBS: Okay. Then just on the Pan-European initiative, you have mentioned that your goal is to try to get -- you have a 5 percentage points of market share in the first year. I just would like to get your view on which markets you expect it to be easiest to get that first 5% from and then what you expect to see on the pricing?

Well, I would definitely direct you to the 20% number as our goal. We will have obviously checkpoints along the way and 5% is a good round checkpoint, I would say this. The focus I do not think is on a particular market, but it is really the high-volume stocks. I think those will be the easiest for us to gain share in. So, we will look on the Pan-European basis what are the top 2, 3, 4, 500 stocks that trade very actively, stocks where the algos have the ability to really interact with on an efficient basis. So, that is going to be it. Mike Carrier - UBS: Okay. Thanks.

We will go next to Rob Rutschow with Deutsche Bank. Rob Rutschow - Deutsche Bank: Hey, good morning.

How are you doing today, Rob? Rob Rutschow - Deutsche Bank: Good. First question was on the clearing, just wondering if you can remind us what SORT OF initiatives you had there. It looks like the cost on a per share basis went down a little bit. So, can you just remind us what are you doing there and if we should see any further benefits or impact going forward?

One, with the Boston and Philly licenses, acquisitions will be acquiring two clearing licenses and we clearly intend to use one of them. So while our team is hard at work developing necessary software and capability to activate those licenses, hopefully not too soon after we close the transactions. I think we have seen an competitive dynamic as a result of a czar announced entry into the space and that we are pleased to be the beneficiary of lower cost from an OCC, that lower cost is a benefit, reflective of our activities in 2007 and more importantly it is a benefit to us in terms of the transaction rates, they are going to charge us for 2008. So, I think as I said previously on these calls, we have two ways to win by entering the clearing and we are already winning in the first circumstance and that the rates are coming down just on our announcement of coming into the space. Rob Rutschow - Deutsche Bank: Okay. I was wondering if you could help us out with some balance sheet metrics. It looks like your cash level would go down if you did not issue debt for the Philly deal FO. Wondering what the minimum amount of cash you need for the business at this point and whether you anticipate any further debt issuance?

Yes. The minimum cash we to run the business is around $350 million right now. Clearly and just I think is to as we move forward that we would intend to draw on our committed facility for addition amounts and that is already committed. So the funding for the acquisitions of Philadelphia and Nord Pool are already committed at rates we negotiated last year and reflect into the same rates we had the OMX debt that we issued. So, as we move forward, we would issue additional debt, use some cash but use additional debt to fund those two acquisitions. Rob Rutschow - Deutsche Bank: Okay. Finally, I was wondering if you could give us any guidance as to what the impact might be on depreciation from Nord Pool and Philly?

Yes, we are still not at this point. I mean, as Bob said, with respect to both of those acquisitions in terms of their performance, we are pleased with how they are doing. They are running ahead of plan and therefore we are quite anxious to get them closed. I said in my call, in my remarks on the call, as we get these closed, as we have done with all of our acquisitions to date, we will come back and update you on what changes we need to make to our numbers going forward as a result to those. Rob Rutschow - Deutsche Bank: Okay. On the options side, and I apologize if I missed this, can you tell us what the revenues were from Nasdaq’s options business this quarter and what pricing dynamics you are seeing at Philly at this point?

Well, the options markets we launched it at the end of March. So, it really was negligible. We started it at a whole cloth and as I said we are quite proud of the fact we are up to 117,000 contracts a day but basically zero impact in the first quarter. Rob Rutschow - Deutsche Bank: Okay. Any anticipated pricing changes pressure at Philly?

Again, we have not closed the transaction but as far as I know today, no. Rob Rutschow - Deutsche Bank: Okay. Thank you very much.

We will go next to Brian Bedell with Merrill Lynch. Brian Bedell - Merrill Lynch: Hi, good morning guys.

Hi, Brian. Brian Bedell - Merrill Lynch: Just speaking on the US options, Philly has been gaining share in April and May pretty significantly and coupled with your net reduction in costs, would you talk about why you think Philly right now is gaining share just as recently? What your overall share goal is or option I guess, maybe you can break it out between now and then?

I hear you. One is, I want to just response to the prior question. We have done a quick calculation. The grand total revenue we received from our NASDAQ options marketplace in the firs quarter was $900. So we are proud to have that $900 and we intend to save it. I had previously stated with respect to our options market share goal that we wanted to get to 20% and we are not going to change that goal until we obviously achieve that target. 20% seems to be a constant number around here because that is our goal for our European strategy and obviously it was our goal for NYSE trading. So, we look at the overall market share. We will not pay that much attention to the allocation between Philly and our organic options strategy. We have a fundamental belief that both market structures add value in the options space and we intend to keep them both going. Brian Bedell - Merrill Lynch: Okay. So, right now Philly is into like 17%, you guys are like short of 1%?

Right. Brian Bedell - Merrill Lynch: I mean if Philly continues to do well, could you exceed that 20% if you intend to get up norm up?

It is our goal and I think it is obviously within sight. Brian Bedell - Merrill Lynch: Okay. In the Pan-European marketplace, the 20% what is the denominator that you are using for, can you just say stocks, to trade more stocks?

That is a good question. I think we have to further define that but if you were looking for an answer today, you would probably take the average volume of the 300 most active European stocks would be our defined markets. Brian Bedell - Merrill Lynch: Concerning tape C, in the US marketplace generally, you have done obviously a very good job in taking the share from the hybrid and the Amex but tape C just recently in April-May you lost NYSE Arca and again since I guess it is probably due to their pricing strategy, what defenses are you going to enact to either reverse that share from Arca or work defenses going forward?

The first thing I would direct you back to is my comments in that we have a number of steps that we are taking that, I think, will have a fairly dramatic impact on the profitability of the transactions business and we have always operated here under the premise that we have to allocate back between investors and our customers. So, as we look at these actions that we have taken or will take in the second quarter and we see the change in the profit profile then that will certainly give us flexibility to think about different pricing strategies on our transaction business. Brian Bedell - Merrill Lynch: On tape C typically I guess, right?

Yes. Brian Bedell - Merrill Lynch: Right. Okay. Then just lastly just to try to understand the Genium product roll-out a little more. If you can maybe give us a broad timeline, now that you have got into looking at all that customers much more closely, say by the end of ’08 and then by the end of ’09 to what degree do you expect the roll out with your customer base on the new Genium plat -- on your new Genium package?

Well, I think, it is a little premature to comment on that. I think you will hear more from us at the next quarterly call. I think for this call, I have to suffice it to say that we have made the decisions that need to be made. We have recognized, I think, the wisdom of the Genium approach from the old OMX and we are stepping forward with a Genium platform powered by INET and we are in the process of talking to a number of different customers and also finalizing our implementation plans which will drive us towards the synergy roadmap. So, more to come but that would be the details we are prepared to talk about today. Brian Bedell - Merrill Lynch: Okay. Great, fair enough. Thank you.

Thank you.

Thank you.

We will go next to Chris Allen with Banc of America Securities. Chris Allen - Banc of America Securities: --:

Well, I would say this, we certainly respect our European competitors but we also understand the deck of cards that they have to play. So, as an established competitor, as a public company where they are currently charging sometimes more than 10 times our rate, it will be essentially impossible for them to not under-react to our moves into the space. I say that not because they will be a sleep at a switch, I say that because they obviously have to go through their revenue optimization plans for their own good. Revenue optimization does not necessarily mean that you keep 100% of your market share. So, we expect to engage competitors. We have fundamental math working our way, in that we are leveraging our existing platform. We clearly have the ability to run a low-cost environment that we can reflect that benefit back to our customers. So I think, we have worked out our plan and we are ready to bring it on. The other thing I will add is that we are introducing into Europe for the first time I think the concept of an intelligent router that will guarantee best execution to orders that we do receive. Clearly we have tremendous, I guess more experience than anybody on the planet with respect to routing technology and we will using that, I think, quite effectively as part of our matching strategy. Chris Allen - Banc of America Securities: Okay. David, concerning the expenses, you mentioned before that with the expenses coming through at the mid-point $7.5 million, that is potentially the fourth quarter would be lower than the first quarter levels. Should also calculate into some natural growth into the US base expenses before factoring Nord Pool and Philly obviously?

Where would your growth want to come from? Chris Allen - Banc of America Securities: Well, that is I am asking. Should we be thinking about growth in any of your the US-based operation, natural competition, inflation?

No. Our synergy plans reflect where we are headed and to the extent there is investment in our initiatives that is already factored in. Chris Allen - Banc of America Securities: Great. Thanks a lot.

We will go next to Don Fandetti with Citi. Don Fandetti - Citi: Bob, there have been pretty good progress on diversifying revenues, your derivatives around 17%. Do you think about a target there and where might you be in three to five years?

That is a great question and I would just say this that we are one, focused on operational excellence with everything we do across all our different activities and if we do that then the different opportunities present themselves. So, we as a matter of policy or practice do not say, okay, we need to beat a 25% or the 30%, but I will say that in the derivative space, beyond what we have announced obviously with Nord Pool and Philly, there are a number of different opportunities available to us in things like OMX and I think we are certainly interested players in the world that will evolve in that space. Don Fandetti - Citi: Okay. I will keep it to one question. Thank you.

Thank you.

We will go next to Roger Freeman with Lehman Brothers. Roger Freeman - Lehman Brothers: Hi, just had a little follow-up and it has been partially answered but how do you think about how much market share in Europe and Asia you need to actually get to, to break even because the economics here are somewhat more challenging because with the NYSE you had basically a backdoor in the dot because of the monthly limits, so how do you think about like 3-4% in breakeven?

Well, it is probably lower than that Roger. I haven't quite quantified it but understand that we are leveraging the strengths of old Nasdaq and old OMX, so we have obviously with the OMX a tremendous European presence and expertise and then we have the INET expertise and also customers who come along with it. So, it is going to be a remarkably small number with respect to investment that we have to make in this endeavor. We haven't broke that out but I guess David we can think about whether we will or not. So, it is not going to take much for us to get the breakeven and it is the similar theme that we said with our options market model here in the States. Right, so we are again leveraging a platform that works. We do not have to put a tremendous amount of time and effort into making it ready for an options marketplace. So the breakeven point is incredibly low. I will say it is higher than $900 to the month though. So, this is not concerning.

Well, I think Roger the only thing I will add to that is Bob is absolutely right in terms of looking at it in a build-up of the same strategy you had in the options. So, the CapEx would be very small. The only other thing that I would just say and it does not go at all to the operations is just that we have to put a decent amount of cash in for regulatory purposes but that can be expected and we certainly have that cash.

In terms of just the European effort to put probably a finer point on the answer to a question I gave to a previous caller, you know to the extent that Euronext, [LOC], or Deutsche Board reduced their prices by 90% then it would be a tougher competitor environment for us but somehow I do not think they are going to do that on the day we start trading stocks. Roger Freeman - Lehman Brothers: Yes. I think your point on that was clear. Lastly, would you care to quantify, I know it is only been two months but what synergies you got actually realized I believe right out of the bat? There were things like office space you were consolidating on New York and I think a data center as well that was consolidated?

Well, I do not want to quantify other than just to say that the region we were able to up our expectations today is that we are really executing well on our plans. I think you will see that. It is better for that just to evolve and so we will show you that in the results as we move forward.

We increased the guidance there on the expense things, Roger. Is that not enough? Roger Freeman - Lehman Brothers: Probably it is lot more.

I know that. No, I am kidding. Roger Freeman - Lehman Brothers: All right. Thank you.

Okay. I thank you for your time today and look forward to talking to you in three months' time. Thank you very much.