First quarter net revenues were $507 million, down 4% from $529 million in the prior year period, driven primarily by a $29 million negative impact from foreign exchange rates. On an organic basis, excluding the impact of foreign exchange rates and acquisitions, first quarter net revenues were unchanged, as 3% organic growth in the non-trading segments was offset by declines in Market Services, largely due to lower volumes.

"Nasdaq has delivered strong results in what remains a challenging and competitive operating environment," said Bob Greifeld, CEO, Nasdaq. "The diversity of our business, coupled with a balanced approach to investment and capital return, bolsters confidence in the flexibility of our model to continue to deliver for our clients and our shareholders."

Mr. Greifeld continued, "We had a tremendous start to 2015 including the acquisition of Dorsey, Wright and Associates, the announcement of a new energy futures platform, continued leadership in IPOs, new market structure initiatives and a range of product introductions across our businesses. We remain focused on executing on the company's opportunity set by deepening our client relationships through our broad product and service offerings, enhancing our competitive position by efficiently leveraging our technology and increasing the yield on recent investments to enhance returns for our shareholders."

On a non-GAAP basis, first quarter 2015 operating expenses were $272 million, down 8% as compared to the prior year quarter, due to the impact of changes in foreign exchange rates and the result of expense reduction initiatives. On an organic basis, first quarter 2015 non-GAAP operating expenses were down 2% compared to the prior year period.

1 Represents revenues less transaction-based expenses.

In response to certain revenue and profit headwinds, including an unfavorable impact from changes in foreign exchange rates, a restructuring effort was initiated during the first quarter of 2015 to improve efficiency, eliminating $17-$19 million in annualized costs, through a combination of reducing compensation, real estate and technology expenses. The company recognized $31 million in charges due to this restructuring in the first quarter of 2015, and expects to recognize a total of $32 million in additional charges through the second quarter of 2016. In addition, restructuring charges in the first quarter of 2015 included a non-cash charge of $119 million related to our global rebranding initiative.

"Continued organic growth in the non-transactional businesses and ongoing application of Nasdaq's hallmark expense discipline offset foreign exchange headwinds and helped deliver near-record non-GAAP earnings for our shareholders," said Lee Shavel, EVP and CFO, Nasdaq. "The stable nature of our financial model produces strong cash flows and supports our decision to substantially increase Nasdaq's dividend, emphasizing a significant income dimension to shareholders while still allowing sufficient financial flexibility to reinvest cash flow when opportunities emerge to generate attractive returns."

On a GAAP basis, operating expenses were $480 million in the first quarter of 2015, compared to $345 million in the prior year quarter, and includes $208 million of charges not reflected in non-GAAP operating expenses: including $150 million of charges due to the 2015 restructuring program, $31 million of special legal expenses and $15 million of amortization expense from acquired intangible assets.

First quarter 2015 non-GAAP diluted earnings per share was $0.80, up $0.02 compared to $0.78 in the first quarter of 2014. Non-GAAP diluted earnings per share for the first quarter of 2015 excluded $195 million of pre-tax adjustments.

On a GAAP basis, net income attributable to Nasdaq for the first quarter of 2015 was $9 million, or $0.05 per diluted share, compared with $103 million, or $0.59 per diluted share, in the prior year quarter.

Please refer to our reconciliation of GAAP to non-GAAP net income, diluted earnings per share, operating income and operating expenses included in the attached schedules.

The company repurchased 0.6 million shares, or $30 million of our common stock, in the first quarter of 2015 at an average price of $50.08.

On March 31, 2015, the company had cash and cash equivalents of $328 million and total debt of $2,306 million, resulting in net debt of $1,978 million. This compares to net debt of $2,130 million at March 31, 2014.

BUSINESS HIGHLIGHTS

Market Services (37% of total net revenues) - Net revenues were $188 million in the first quarter of 2015, down $20 million when compared to $208 million in the first quarter of 2014.

Equity Derivatives (9% of total net revenues) -- Net equity derivative trading and clearing revenues were $46 million in the first quarter of 2015, down $10 million compared to the first quarter of 2014. The decline in equity derivatives revenue was driven by lower average net capture and industry volumes in U.S. options, while changes in foreign exchange rates more than offset the impact of higher volumes in European products.

Cash Equities (11% of total net revenues) -- Net cash equity trading revenues were $59 million in the first quarter of 2015, up $2 million compared to the first quarter of 2014. The increase in cash equity trading revenue resulted primarily from higher U.S. cash equity average capture and European industry volumes, partially offset by the impact of changes in foreign exchange rates.

Fixed Income, Currency and Commodities (5% of total net revenues) -- Net FICC trading and clearing revenues were $24 million in the first quarter of 2015, down $11 million from the first quarter of 2014, due to the impact of changes in foreign exchange rates, volume declines across most FICC products, and a scheduled end in licensing revenues from an eSpeed technology customer.

Access and Broker Services (12% of total net revenues)2 -- Access and broker services revenues totaled $59 million in the first quarter of 2015, a decline of $1 million compared to the first quarter of 2014, as organic revenue increases were offset by the impact of changes in foreign exchange rates.

Information Services (25% of total net revenues) -- Revenues were $125 million in the first quarter of 2015, up $2 million from the first quarter of 2014.

Data Products (20% of total net revenues) -- Data products revenues were $100 million in the first quarter of 2015, unchanged compared to the first quarter of 2014, as increased revenue from Nasdaq Basic and the inclusion of revenue associated with the Dorsey Wright acquisition were offset by lower audit collections, and the impact of changes in foreign exchange rates.

Index Licensing and Services (5% of total net revenues) -- Index licensing and services revenues were $25 million in the first quarter of 2015, up $2 million from the first quarter of 2014. The revenue growth was driven by the inclusion of revenue associated with the Dorsey Wright acquisition, and higher revenues from licensing certain structured products. Index revenue derived from exchange traded products licensed to Nasdaq indices was unchanged, as increases in AUMs in listed products were offset by pricing mix changes.

Technology Solutions (26% of total net revenues) - Revenues were $130 million in the first quarter of 2015, down $10 million from the first quarter of 2014.

Corporate Solutions (15% of total net revenues) -- Corporate solutions revenues were $75 million in the first quarter of 2015, down $7 million from the first quarter of 2014. The corporate solutions revenue decline was due primarily to declines in investor relations products, the impact of changes in foreign exchange rates, partially offset by organic growth in governance products.

Market Technology (11% of total net revenues)2 -- Market technology revenues were $55 million in the first quarter of 2015, down $3 million from the first quarter of 2014. Declines were driven entirely by an unfavorable impact from changes in foreign exchange rates, partially offset by organic growth, in particular from expansion of SMARTS surveillance and BWise enterprise risk management solutions. New order intake was $40 million for the first quarter of 2015, down after a record new order intake in the prior quarter, but the $728 million backlog at March 31, 2015 establishes a new record high.

Listing Services (12% of total net revenues) -- Revenues were $64 million in the first quarter of 2015, up $6 million compared to the first quarter of 2014 due to certain pricing actions and increases in the number of both U.S. and European listed companies, partially offset by a lower number of initial public offerings (IPOs) and the impact of changes in foreign exchange rates.

2 Certain pre-trade risk product revenues previously included in Access and Broker Services revenues have been recast as Market Technology revenues, with prior periods restated.

Reducing 2015 non-GAAP expense guidance -- Due to the impact of our 2015 restructuring program, as well as the impact of changes in foreign currency rates, the company has reduced its 2015 non-GAAP operating expense guidance to $1,085-$1,110, from $1,120-$1,150 million. Included in this non-GAAP operating expense guidance is an expected $30-$40 million in R&D spending, unchanged from prior guidance.

CORPORATE HIGHLIGHTS

Strong growth in assets tracking Nasdaq indices, particularly in smart beta indices. Overall assets benchmarked to all Nasdaq Indexes grew 6% to $105 billion, as of March 31, 2015, with a portion of the growth coming from our acquisition of Dorsey, Wright & Associates (DWA), a market leader in data analytics, passive indexing and smart beta strategies. In the first two months with Nasdaq, assets tracking DWA indices grew an impressive 37%. The acquisition further strengthened Nasdaq's position as a leading smart beta index provider with $45 billion in assets benchmarked to its family of Smart Beta indexes. Additionally, we successfully migrated over 10,000 DWA analytics tools and services subscribers to our next-generation, cloud-based platform.
NASDAQ Led U.S. Exchanges for IPOs in 1Q15, continued momentum at Nasdaq Private Market. The Nasdaq Stock Market (NASDAQ) welcomed 43 new listings, including 27 IPOs in the first quarter of 2015. Approximately 66 percent of all US IPOs listed with NASDAQ, including 8 of the top 10 best performing IPOs, 80 percent of venture capital-backed IPOs and 88 percent of international IPOs listed on U.S. markets. During the quarter, NASDAQ also welcomed transferring listings Advanced Micro Devices (AMD) and Towers Watson (TW)3. At Nasdaq Private Market, more than 75 companies are now using its equity management services including the first quarter 2015 addition of London-based Shazam Entertainment, which joins a diverse customer group including Magic Leap, Tango, Hipmunk, Health Catalyst and Motley Fool.
Nasdaq's Market Services business materially expanding its Fixed Income, Currency and Commodity (FICC) offerings. In the first quarter of 2015, Nasdaq announced the expansion of its commodities business into the U.S. energy market with the pending NFX futures exchange, in partnership with the OCC. NFX has secured support from a significant number of leading market participants, including leading broker/dealers, futures commission merchants, ISVs and end-users, and is expected to launch in mid-2015. Building on the successful 2014 introduction of electronic Treasury Bills trading, in the first quarter of 2015 eSpeed introduced trading in "Short Shorts" (short-dated Treasury bonds), and has announced and is preparing 2015 launches of electronic trading in both a U.S. Treasury Coupon Roll offering as well as Off-the-Run Treasury bonds.

3 Previously dual-listed, Towers Watson voluntarily single-listed on NASDAQ in March 2015