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© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved.
© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 1
© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 2
NASDAQ: What we have achieved and where we are heading
 NASDAQ 1sts
• The Global Select Market with the highest listing standards in the world
• Select Market Makers
• Highest achievement in dual, spin-off and switch listings for any exchange
• Achieved 20.7% market share for the top 10 most actively traded NYSE companies
• Independent Research Network (IRN) - Coverage and visibility for issuers
 Technology Advancements
• NASDAQ IPO/Halt process
• Open, Closing & Intraday Crosses
• Most advanced Online trading system (Openview) for traders and our issuers
 Corporate Acquisitions
• 25% of the London Stock Exchange
• Risk Management - Carpenter Moore
• Investor Relations - Shareholder.com & PrimeZone Wire Services
 Alliance partners
• Corporate Governance – Equilar, BOD compensation
• MetricStream – SOX automated systems
© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 3
Telecomm
Services
2%
Financials
23%
Industrials
10%
Energy
& Utilities
3%
Consumer
16%
Materials
2%
Health Care
19%
Information
Technology
25%
NASDAQ is the World’s Most Recognized Market
Forbes data source: www.forbes.com. As of June 2006.
Number of domestic companies listed on NASDAQ National Market. Consumer represents consumer discretionary and staples.
Data source: FactSet Research Systems, Inc. Data as of May 2006.
Category-defining companies drawn from
all sectors of the economy
• 50% of Fortune’s 100 Fastest
Growing Companies
• 80% of Forbes “Top Brands”
companies
NASDAQ is home to…
© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 4
55
78
8 1 3
23 22
1111
26
11 10 5 12 9 8
1999 2000 2001 2002 2003 2004 2005 YTD August
25, 2006
Includes common stocks, ADRs, and GDRS. Close end funds, REITS, and trusts are excluded.
Source: EquiDesk, FactSet Research Systems, Inc., Bloomberg, and NASDAQ Economic Research.
486
397
63 51 56
170
139
86
47 48
34 35
23
79 71
41
1999 2000 2001 2002 2003 2004 2005 YTD August
25, 2006
NASDAQ
NYSE
NASDAQ is Home for IPOs
Since 1999, over 81% of all companies
that have done an IPO in the leading
U.S. exchanges have chosen NASDAQ.
All NASDAQ and NYSE IPOs
All International NASDAQ and NYSE IPOs
© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved.
© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 5
NASDAQ Three Tier Market System
On February 15th, 2006, NASDAQ announced plans to create a new market tier for
public companies that will have the highest initial listing standards in the world.
NASDAQ Global Select Expected Market Cap Distribution NASDAQ Global Select Expected Industry Distribution
NASDAQ Global Select Market NASDAQ Global Market NASDAQ Capital Market
• The NASDAQ Capital Market®,
formerly The NASDAQ SmallCap
Market, was renamed in 2005
to reflect the core purpose of this
market which is capital raising.
• The NASDAQ Global Select
Market is being created for
companies that meet the most
stringent initial financial listing
standards ever set by a stock
market.
• The NASDAQ Global Market,
formerly the NASDAQ National
Market® has a new name that
more accurately reflects the
global leadership and
international reach of our market
and our listed companies.
© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 6
Companies Choose NASDAQ
NYSE listed companies are transferring to and listing their spin-offs on NASDAQ.
NYSE Companies are listing their
spin-offs on NASDAQ
NYSE Companies are switching
to NASDAQ
“After a dual listing trial of nearly two years, we are convinced
of NASDAQ’s commitment to a highly competitive, well
regulated marketplace that is optimal for trading our stock.”
- Charles R. Schwab, Chairman and CEO, Charles Schwab
"As we look to our future as a publicly traded company, we
concluded that NASDAQ, with its cadre of dynamic companies,
state-of the-art electronic trading platform and focus on first-
rate customer service, was a natural fit for us.“
-Glenn Tilton, Chairman, President & CEO, UAL
"We believe that our association with NASDAQ will afford us
an opportunity to reinforce our position as a technology and
market leader.“
-Mike Fister, President and CEO, Cadence Design Systems
“Listing on NASDAQ was the right choice for the new
company. We look forward to a new and growing relationship
with NASDAQ.”
- Sears spokesman Chris Brathwaite
NYSE Parent
Company
NASDAQ Spin-
Off Company
Liberty Media switched to NASDAQ in 2006.
© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 7
Sweden
($46.8bn)
Japan
($27.2bn)
Israel
($28.2bn)
Sweden
($18.7bn)
Canada
($11.5bn)
India
($18.1bn)
Norway
($19.6bn)
U.K.
($14.2bn)
Japan
($10.6bn)
Netherlands
($14.2bn)
U.K.
($8.7bn)
Singapore
($5.8bn)
Netherlands
($9.3bn)
Bermuda
($13.7bn)
Source: Bloomberg Financial Markets. Data as of June 14th 2006.
The list excludes companies grandfathered on NASDAQ: Anglo American, CSK Corporation, Dai'ei Inc, Fuji Photo Film, Highveld Steel and Vanadium,
Kirin Brewery Company, Nissan Motor, Rexam, Santos, Sanyo Electric, and Velcro Industries.
NASDAQ’s largest non-U.S. companies
Ireland
($7.8bn)
Japan
($21.5bn)
France
($5.5bn)
Cayman Islands
($9.1bn)
U.K
($6.4bn)
328 foreign companies are listed on NASDAQ
South Africa
($5.1bn)
© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 8© Copyright 2005, The Nasdaq Stock Market, Inc. All rights reserved.
Performance
© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved.
Current Dealer Market vs. Auction Market
• 0 years of experience
• Undefined hybrid model
• ARCA/Euronext integration challenges
• Pressure from specialists to maintain
floor
• Owned regulator
• 35 years of experience
• Well-defined
• INET complements current
structure
• Independent regulator
Electronic Market Structure
• SIAC (2/3 NYSE, 1/3 AMEX)
• Untested acquiror
• INET easy to integrate
• Proven integrator – Brut
Integration
• Legacy infrastructure
• Significant ongoing technology
issues
• Robust, proven technologyTechnology
Regulatory Structure
10
• Transitioning from member-
owned organization
• Transitioning from utility
• For profit orientation
• Focus on costs
Corporate Culture
© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 10
Dealer Market is the Market of the Future
Most stock exchanges have eliminated trading floors.
The remaining floor-based exchanges are building electronic networks to trade.
Exchange Date Current Use
London 1986 Space occupied by
Knight Securities
Copenhagen 1987 Electronics/Record Shop
Paris 1991 Securities museum
Stockholm 1991 Nobel Prize museum
Milan 1996 Conference space
Switzerland 1996 Office space
Toronto 1997 Office space
Tokyo 1998 Visitor/Media center
Vienna 1998 Currently unused
Dublin 2000 Currently unused
Athens 2001 Conference space
Nobelmuseet (The Nobel Museum) in the former Stockholm Stock
Exchange, built in 1778.
Only three auctions markets are currently standing:
New York Stock Exchange
American Stock Exchange
Argentina Stock Exchange
© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 11
Superior Performing Market Based on SEC Definition
NASDAQ outperforms auction based exchanges on independent SEC mandated Order Execution Rule
(605) measures, which compares execution quality among market centers using uniform statistics.
Average Execution Speed (Seconds)
22447
54
28
21
13 10
$100 to
$250
$250 to
$500
$500 to
$1,000
$1,000 to
$5,000
$5,000 to
$50,000
D o llar V alue o f F lo at (M illio ns )
Average Effective Spread (Cents)
2.4 2.2 2.2
1.6
1.1
2.1
2.62.7
3.2
3.7
$100 to
$250
$250 to
$500
$500 to
$1,000
$1,000 to
$5,000
$5,000 to
$50,000
D o llar V alue o f Flo at (M illio ns )
Percent of Executions At or Within the Spread
92%95%96%96%95%
86% 87% 87% 85% 82%
$100 to
$250
$250 to
$500
$500 to
$1,000
$1,000 to
$5,000
$5,000 to
$50,000
D o llar V alue o f Flo at (M illio ns )
 Execution speed effects efficiency
Faster execution speed maximizes the
likelihood of completing the transaction at
an investor’s price point.
 Spread directly impacts investor cost
Tighter spreads lead to lower costs which
make available more investor capital for
investment allocation.
 Trades relative to the spread indicates quality of
execution
Higher execution quality provides investors
with greater certainty of execution at the
desired price.
See appendix for footnotes. NASDAQ data represents NASDAQ Execution Centers
Source: Market Systems, Inc., April 2006
NASDAQ
NYSE
© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 12
NASDAQ Provides Greater Market Depth
NASDAQ’s competitive market structure produces greater liquidity and offers a broad reaching
platform for issuers to convey their message.
 Market participants commit capital and provide
continuous liquidity
Multiple market makers provide greater
liquidity, competition, and transparency for
your investors.
 Greater liquidity enhances trading
More stock can be bought or sold on
NASDAQ without impacting the price.
 Analysts provide multiple channels to
disseminate your story to investors
More analyst sponsorship helps raise
investor awareness and lowers volatility.
Liquidity Providers*
55
41
3128
23
1 1 1 1 1
$100 to
$250
$250 to
$500
$500 to
$1,000
$1,000 to
$5,000
$5,000 to
$50,000
D o llar V alue o f Flo at (M illio ns )
Amivest Liquidity (000's)
$994
$3,124 $6,738 $17,795
$117,736
$97,193
$22,803
$5,345$2,569$1,025
$100 to
$250
$250 to
$500
$500 to
$1,000
$1,000 to
$5,000
$5,000 to
$50,000
D o llar V alue o f Flo at (M illio ns )
Analyst Coverage
18
11
7
5
3 2
4 5
8
15
$100 to
$250
$250 to
$500
$500 to
$1,000
$1,000 to
$5,000
$5,000 to
$50,000
D o llar V alue o f Flo at (M illio ns )
See appendix for footnotes.
Source: FactSet Research Systems, Inc., June 2006.
NASDAQ
NYSE
© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 13
NASDAQ Companies Have Higher Valuations - Across All
Size Ranges and All Sectors
Average PE Ratio
27.8
31.9 33.5
31.2
32.9 33.5
30.0
26.9
25.8
29.8
27.6 27.8
24.4
18.6
< $100 M IL $100 - $250 M IL $250 - $500 M IL $500 M IL - $1 BIL $1 - $5 BIL $5 - $50 BIL > $50 BIL
Dollar V alue of Float ($mm)
NASDAQ
NYSE
Average PE Ratio
36.0
34.4
26.4
31.7
34.3 35.9
21.4
40.2
28.9
41.2
21.1
33.4
24.724.6
21.4
23.9
30.5
27.7 26.1
33.8
Consumer Discretionary Consumer Staples Energy Financials Health Care Industrials Information Technology Materials Telecommunication
Services
Utilities
Sector: GICS Sector.
Sample size: 2,952 Companies – NASDAQ: 1,556, NYSE: 1,396.
Includes all domestic common stocks on Nasdaq National Market and the NYSE with current P/E > 0. Top and bottom 2% have been removed as outliers.
Data Source: FactSet Research Systems, Inc. As of March 2006.
© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 14
NASDAQ Stocks Have Higher Valuations
NASDAQ Companies sustain higher P/Es, on-average, than NYSE companies with like-kind 2-year
forecasted growth rates.
CAGR NASDAQ NYSE NASDAQ NYSE
1-5% 19.3 17.6 99 149
6-10% 21.1 20.0 209 274
11-15% 24.0 22.8 221 235
16-20% 31.3 27.3 173 155
21-25% 32.0 27.3 102 83
26-30% 39.4 33.4 54 43
31-35% 41.8 43.2 44 28
36-40% 41.9 42.5 36 25
41-45% 41.2 46.8 31 19
46-50% 57.5 41.5 14 18
51-60% 50.2 54.2 26 16
61-70% 50.8 47.0 17 13
71-80% 61.8 76.2 8 8
81-90% 69.5 56.6 13 6
91-100% 97.8 50.0 6 4
AVERAGE P/E Number of Companies
0
20
40
60
80
100
120
1-5%
6-10%
11-15%
16-20%
21-25%
26-30%
31-35%
36-40%
41-45%
46-50%
51-60%
61-70%
71-80%
81-90%
91-100%
NASDAQ
NYSE
2 Year Projected Compound Annual Growth Rate
CAGR is the 2 year projected compound annual growth rate. It is the year over year growth rate applied to an company's EPS. It measures two year's average EPS from the prior fiscal period (FY0) to
the upcoming fiscal period (FY2).
Sample size: 2,129 Companies – NASDAQ: 1,053, NYSE: 1,076. Companies with negative or >100% CAGR have been excluded for this analysis. (NASDAQ: 106 companies, NYSE: 141 companies)
Includes all domestic common stocks on Nasdaq National Market and the NYSE with current P/E > 0. Top and bottom 2% have been removed as outliers.
Data Source: FactSet Research Systems, Inc. As of March 2006.
CurrentP/E(March2006)
© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 15
Institutional Investors are Moving Their Trades Away from
the Floor Towards Electronic Markets
The percentage of trades occurring on the NYSE is continually decreasing as institutional investors
take advantage of NASDAQ’s superior platform to receive more efficient, higher quality executions
with lower spreads.
79.9%
81.7%
79.8% 79.3% 79.5%
78.1% 77.7%
79.0% 78.5% 77.8%
78.9%
76.1% 76.7%
75.7% 75.4% 74.8%
73.8%
72.0%
70.0%
70.9% 71.7%
69.5%
68.6%
69.5%
68.2%
J un-
04
J ul-
04
A ug-
04
S e p-
04
O c t-
04
N o v -
04
D e c -
04
J a n-
05
F e b-
05
M a r-
05
A pr-
05
M a y-
05
J un-
05
J ul-
05
A ug-
05
S e p-
05
O c t-
05
N o v -
05
D e c -
05
J a n-
06
F e b-
06
M a r-
06
A pr-
06
M a y-
06
J un-
06
Average NYSE Historical Trading Volume
“The recent slide reflects huge changes in the business of trading
stocks. Electronic competitors to the NYSE have gained ground as big
investors such as hedge funds have increasingly used computerized
strategies that rely on quick execution of buy and sell orders,
especially in heavily traded stocks or when news affects a company's
stock price. In those situations, the NYSE's human traders sometimes
can't keep up”.
Wall Street Journal; November 29, 2005
"Trading on the floor today...is so different," says Jamie Selway, head
of White Cap Trading, a New York brokerage firm. Just a few years
ago, he says, "inertia" kept trades flowing to the NYSE floor, but those
orders are now "portable" and can go anywhere.
Wall Street Journal; November 29, 2005
© Copyright 2005, Wall Street Journal. All rights reserved.
© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 16
Institutional Investors are Wary of NYSE Hybrid Model
For 35 years NASDAQ has brought leadership and innovation to the markets, today our electronic
market model is emulated around the world.
The Hybrid Market allows the Specialist to Remain in a
Privileged Position
• Power to view incoming orders before the public
• Only person to have access to reserve, discretionary
and hidden orders
• Trading in their proprietary account without
interacting with public orders
Institutional Investors still have many concerns about the
Hybrid Proposal
• Specialist is still in a privileged position against
public interest
• Confusion as to how investors will interact with the
auction model, the hybrid and Arca
• Best execution requirements
• Unproven technology
“Why were specialists the big winners here?” asked George Rutherfurnd,
a Chicago based consultant to two trading organizations. “It appears
that the NYSE somehow convinced the SEC staff that the NYSE specialist
system would not be economically viable… unless specialists were given
unimaginable competitive advantages to the detriment of the public
orders”… “It’s a classic deal with the devil”… “totally contradicts the
original intent of the hybrid model”… “now basically foolish for us to post
at the NYSE”.
Trader’s Magazine - June 2006 issue
“The NYSE hybrid plan is an attempt to meet the demands of regulators
and customers, but simultaneously provide for the needs of specialist
member firms. Critics charge the NYSE decided, in the fifth
amendment, to restore advantages of the specialists, who
supposedly had complained after the first four amendments.”
Trader’s Magazine 2006
“..90 percent of our orders are placed electronically and, if we can't
be treated fairly, then we will go to a place where electronic orders are
treated fairly.”
Michael Buek- Head Trader
Vanguard
“The hybrid market is a securities market disaster waiting to
happen. Even putting aside issues of unfairness to the trading public
(which IBAC is not prepared to do in regard to the ultimate shape of the
hybrid market), we ask the Commission staff to envision the scenario in
this country's securities markets if the technology fails in a fully
implemented NYSE hybrid market environment. Much of the
technology (specialists' algorithms, certain order types, broker
technology) has not yet even been offered, let alone tested. That
which has been tested has repeatedly failed.” .
Comment letter to SEC from
Independent Broker Action Committee- March 2006
“…the proposal falls short of providing an effective trading system that
will encourage investors to place orders on the Exchange”
Ari Burstein, ICI (Buyside Advisory)NASDAQ’s Market Model is What The NYSE is Trying to Create
© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 17© Copyright 2005, The Nasdaq Stock Market, Inc. All rights reserved.
Price
© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 18
Listing and Annual Fees
NASDAQ has lower listing fees for all levels of shares outstanding
Source: Fee schedule as of October 2006. NASDAQ Annual fees represent proposed fees filed with SEC 2/10/06 and are pending approval.
$0
$50,000
$100,000
$150,000
$200,000
$250,000
$300,000
$350,000
$400,000
$450,000
$500,000
1 5 10 15 20 25 30 50 75 100 150 Max
Shares Oustanding (Millions)
Fees
NYSE Initial Fees
NASDAQ Initial Fees
NYSE Annual Fees
NASDAQ Annual Fees
NASDAQ ADR Annual Fees
ORIGINAL LISTING FEES[1] CONTINUING ANNUAL FEES [2] ADR ANNUAL FEES [3]
NASDAQ NASDAQ NASDAQ
SHARES Global Global Global
(MILLIONS) Market NYSE Market NYSE [3] Market
Up to 1 $100,000 $150,000 $30,000 $38,000 $21,225
1+ to 2 $100,000 $150,000 $30,000 $38,000 $21,225
2+ to 3 $100,000 $150,000 $30,000 $38,000 $21,225
3+ to 4 $100,000 $150,000 $30,000 $38,000 $21,225
4+ to 5 $100,000 $150,000 $30,000 $38,000 $21,225
5+ to 6 $100,000 $150,000 $30,000 $38,000 $21,225
6+ to 7 $100,000 $150,000 $30,000 $38,000 $21,225
7+ to 8 $100,000 $150,000 $30,000 $38,000 $21,225
8+ to 9 $100,000 $150,000 $30,000 $38,000 $21,225
9+ to 10 $100,000 $150,000 $30,000 $38,000 $21,225
10+ to 11 $100,000 $150,000 $35,000 $38,000 $26,500
11+ to 12 $100,000 $150,000 $35,000 $38,000 $26,500
12+ to 13 $100,000 $150,000 $35,000 $38,000 $26,500
13+ to 14 $100,000 $150,000 $35,000 $38,000 $26,500
14+ to 15 $100,000 $150,000 $35,000 $38,000 $26,500
15+ to 16 $100,000 $150,000 $35,000 $38,000 $26,500
16+ to 20 $100,000 $150,000 $35,000 $38,000 $26,500
20+ to 25 $100,000 150,000+ to 154,600 $35,000 $38,000 $26,500
25+ to 30 $100,000 154,600+ to 172,100 $37,500 38,000+ to 46,500 $29,820
30+ to 50 $125,000 172,100+ to 242,100 $37,500 38,000+ to 46,500 $29,820
50+ to 75 $150,000 242,100+ to 250,000 $45,500 46,500+ to 69,750 $29,820
75+ to 100 $150,000 250,000* $65,500 69,750+ to 93,000 $30,000
100+ to 150 $150,000 250,000* $85,000 93,000+ to 139,500 $30,000
over 150 million $150,000 250,000* $95,000 139,500+ to 500,000** $30,000
[1] The original listing fee for NYSE is based on the total number of shares listed, including all shares issued and outstanding, as well as shares
reserved by the Board of Directors for a specific future issuance. The original fee for NASDAQ Global Market is based on total shares outstanding.
Fees include one-time initial listing charges of $5,000 for NASDAQ Global Market,
$36,800 for NYSE, applied for the first class of securities listed by an issuer.
[2] Newly listed companies are billed the annual fee on a pro-rata basis at the end of the calendar year in which they are listed.
[3] NYSE annual fees payable are the greater of amounts shown under a minimum fee schedule or a fee applied on a per share basis.
* The initial fee component of the original listing fee for common shares is capped at $250,000, including the $36,800 special charge.
** Maximum $500,000 annual listing fee applies to all securities listed by an issuer, other than derivative products, fixed income products,
and closed end-funds.
[4] NASDAQ ADR annual fees are capped at $30,000. NYSE ADR fees are the same as the schedule for ordinary shares.
Source: Domestic listing fees for NASDAQ and NYSE; based on fees as of October 2006.
© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 19
Comparative Listing Fees
NASDAQ annual fees are lower than both NYSE and proposed NYSE Arca fees across all TSO
Ranges.
TSO Range (mil) NYSE Arca Proposed Fees NASDAQ NCM Fees Difference NYSE Fees NASDAQ NNM Fees Difference
0 to 5 $100,000 $25,000 $75,000 $150,000 $100,000 $50,000
5 to 10 $100,000 $35,000 $65,000 $150,000 $100,000 $50,000
10 to 15 $100,000 $45,000 $55,000 $150,000 $100,000 $50,000
15 to 30 $100,000 $50,000 $50,000 $150,000 to $181,500 $100,000 $50,000 to $81,500
30 to 50 $125,000 $50,000 $75,000 $181,500 to $250,000 $125,000 $50,000 to $81,500
Over 50 $150,000 $50,000 $100,000 $250,000 $150,000 $50,000 to $81,500
Original Listing Fees
Annual Listing Fees
Fee Schedules as of March, 2006. Proposed NYSE Arca fees from SEC filing on 3/1/2006.
TSO Range (mil) NYSE Arca Proposed Fees NASDAQ NCM Fees Difference NYSE Fees NASDAQ NNM Fees Difference
0 to 10 $30,000 $27,500 $2,500 $38,000 $30,000 $8,000
10 to 25 $30,000 to $35,625 $27,500 $2,500 to $8,125 $38,000 $35,000 $3,000
25 to 50 $35,625 to $45,000 $27,500 $8,125 to $17,500 $38,000 to $46,500 $37,500 $500 to $9,000
50 to 75 $45,000 to $54,375 $27,500 $17,500 to $26,875 $47,430 to $69,750 $45,000 $2,430 to $24,750
75 to 100 $54,375 to $63,750 $27,500 $26,875 to $36,250 $70,680 to $93,000 $65,500 $5,180 to $27,500
100 to 150 $85,000 $27,500 $57,500 $93,000 to $139,500 $85,000 $8,000 to $54,500
150 to 200 $85,000 $27,500 $57,500 $139,500 to $186,000 $95,000 $44,500 to $91,000
200 to 250 $85,000 $27,500 $57,500 $186,000 to $232,500 $95,000 $91,000 to $137,500
250 to 300 $85,000 $27,500 $57,500 $232,500 to $279,000 $95,000 $137,500 to $184,000
Over 300 $85,000 $27,500 $57,500 $279,000 to $500,000 $95,000 $184,000 to $405,000
© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 20© Copyright 2005, The Nasdaq Stock Market, Inc. All rights reserved.
Brand
© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 21
The NASDAQ MarketSite
Tower
NASDAQ companies can
advertise on the largest
electronic screen in the US seen
by millions of tourists and New
Yorkers in Times Square
NASDAQ MarketSite
Events
• Bloomberg (USA, Brazil, Spain,
Italy)
• BusinessWeek
• BusinessWeek Weekend
• CNBC ( USA, Asia, India)
• Fox News
• MSNBC
• CNN (USA, India, International)
• Phoenix TV China
• New Tang Dynasty TV China
• It’s About Finance.com
• Business Canada
• NDTV India
• Reuters Japan
• BBC
• TV Tokyo
• Sino TV
MarketSite Network
Coverage
Visibility through: Market Open and
Close Ceremonies, press conferences
and interviews, listing anniversaries,
product announcements, and other
special events
National Visibility in Times Square NYC
The MarketSite provides unbeatable visibility to reach potential investors and customers
NASDAQ's MarketSite has
worldwide visibility. Over 150
broadcasts per day occur on
location from major domestic and
global news media
© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 22
2005 Highlights
• Over 100 participating companies
with combined total market value
of $650 billion.
• 800+ one-on-one meetings.
• In excess of 260 investors per
event.
• Over 20,000 portfolio managers,
brokers and analysts worldwide
can view the presentations via
the investors.NASDAQ.com
webcast.
NASDAQ International Programs
Worldwide Visibility
• Europe currently has
approximately $1 trillion invested
in US Securities.
• In addition to their considerable
purchasing power, European
Investors are a longer term, more
stable group of investors.
• 90% of the entire European
institutional investor community
investing in US Securities attend
each year.
• International Programs have
been taking place since the early
1990’s.
2006 Dates
• NASDAQ Growth Conference
London, February 7-8 2006
• NASDAQ 17th Investor
Program London, Spring 2006
• NASDAQ 18th Investor
Program London, December
2006
© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 23
Brand - NASDAQ is a Diversified Market of Leaders
Listed since 1975
Listed since 1985
Listed since 1988
Listed since 1971
Listed since 1992
Listed since 1980Listed since 1978
Listed since 1989
Listed since 1987
Listed since 1971
Listed since 1999
Listed since 1970
Companies that List on
NASDAQ Stay and
Grow on NASDAQ
Listed since 1986
Listed since 1984
Listed since 1982
Listed since 1972
© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 24
Many of the NYSE’s most respected companies are now
choosing NASDAQ
“Listing on NASDAQ was the right choice
for the new company. We look forward to
a new and growing relationship with
NASDAQ.”
- Sears spokesman Chris Brathwaite
"Cadence's experience with being dual listed gave us an
opportunity to compare the relative benefits of both
marketplaces. After careful analysis, we determined that
the NASDAQ electronic trading platform is the preferred
marketplace for many of the institutional investors
trading Cadence shares."
- Bill Porter, SVP and CFO, Cadence Design Systems, Inc.
“Since its inception, NASDAQ has shown a spirit
of innovation and a focus on leveraging
technology to provide investors the benefit of
fast, high quality and low cost trade executions.
After a dual listing trial of nearly two years, we
are convinced of NASDAQ’s commitment to a
highly competitive, well regulated marketplace
that is optimal for trading our stock.”
- Charles R. Schwab, Chairman and CEO, Charles
Schwab
© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 25
“ ‘Everybody who does what I do feels like it’s basically a
stacked deck down here,’ said James Malles, head of U.S.
equity trading at UBS Global Asset Management, quoted in the
Journal... ‘There's an inherent conflict. The specialists have to
provide a fair and orderly market, but they can trade for their
proprietary account. Those are clearly in conflict with each
other.’ ”
James Glassman, American Enterprise Institute
Professional Investors Prefer NASDAQ
NASDAQ’s high-speed, transparent market brings multiple market participants together and is
increasingly the market of choice for professional investors.
“The liquidity in NASDAQ allows us to execute larger size in the big-
name stocks more efficiently and quicker. You hit a button and get
things done. With the New York, you have to think of strategies to
break up your order. It is complicating rather than simplifying.”
Peter Jenkins, Head of North American Equity Trading, Deutsche Asset Management
“The New York Stock Exchange specialist system doesn’t enjoy the
confidence of the institutional investor community. I don’t think that’s
going to change anytime soon.”
Kevin Connellan, Head of Trading, Northern Trust Corp
© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 26© Copyright 2005, The Nasdaq Stock Market, Inc. All rights reserved.
Services
© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 27
NASDAQ Corporate Services – Further driving down the costs
The NASDAQ Corporate Services is designed to provide listed companies the power to maximize their
effectiveness in:
Risk Management: Provide solutions that protect companies against risk.
NASDAQ Insurance Agency is a full service corporate insurance broker specializing in
the protection of Officers and Directors.
Corporate Governance: Provide solutions that empower companies to comply with new regulatory
requirements while mitigating risk.
Equilar is viewed as the “gold standard” in executive compensation data.
National Association of Corporate Directors (NACD) provides NASDAQ-listed
companies with corporate governance educational services at a discount.
WeComply, the leading provider of customizable online “Code of Conduct” training.
Investor Relations: Provide solutions for greater visibility to the investment community.
Shareholder.com, provides award-winning websites, and other critical services to help
public companies communicate more openly with investors.
MetricStream Compliance products and solutions designed to enable public companies to better
manage their compliance processes.
PrimeZone is one of the world’s leading full-text press release, newswire, photo and multimedia distribution
services
Reuters provides research, notes, estimates, financials market data, and filings on more
than 25,000 companies.
© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 28
• Dash 5 Statistics
• Times of Stress
• Electronic Market
• Off Floor Volume
• Liquidity
NASDAQ – A Global Market
• NASDAQ Initial
Listing Fees
• NASDAQ Annual
Listing Fees
• NASDAQ has
Lower Effective
Spreads
• More for Your
Money
• NASDAQ
MarketSite
• International
Conferences
• NASDAQ
Composite Index
• A Diversified
Market of Leaders
• NASDAQ
Relationship
Manager
• Market
Intelligence Desk
• NASDAQ
Corporate
Services
• NASDAQ Online
100% Customer Satisfaction
Competitive Differentiators
PricePerformance Brand Services
© Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 29
Bob Greifeld, Chief Executive Officer, +1 212 401 8901
Bruce Aust, Executive Vice President, +1 212 401 8746
Charlotte Crosswell, Vice President, +44 20 7825 5500
James Ogilvy-Stuart, Head of Asia Pacific, +852 2 580 1028
Ghanshyam Dass, MD Asia Pacific, +91 984 507 9937
Mikio Fujino, Chief Representative in East Asia, +81 803 024 6138
Asaf Homossany, MD Israel & CEE, +44 20 7825 5537
Paulina McGroarty, MD Europe & Africa, +44 20 7825 5534
Lawrence Pan, Chief Representative in China, +86 13 701 136824
Isabella Schidrich, MD Europe, +44 20 7825 5522
Rebecca Smith, Senior Associate, +44 20 7825 5540
Mohammad Abdul Ali, Associate, +44 20 7825 5506
Your NASDAQ Support Team
Senior Management
Regional Directors
Associates

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NASDOQ 2015

  • 1. © Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. © Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 1
  • 2. © Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 2 NASDAQ: What we have achieved and where we are heading  NASDAQ 1sts • The Global Select Market with the highest listing standards in the world • Select Market Makers • Highest achievement in dual, spin-off and switch listings for any exchange • Achieved 20.7% market share for the top 10 most actively traded NYSE companies • Independent Research Network (IRN) - Coverage and visibility for issuers  Technology Advancements • NASDAQ IPO/Halt process • Open, Closing & Intraday Crosses • Most advanced Online trading system (Openview) for traders and our issuers  Corporate Acquisitions • 25% of the London Stock Exchange • Risk Management - Carpenter Moore • Investor Relations - Shareholder.com & PrimeZone Wire Services  Alliance partners • Corporate Governance – Equilar, BOD compensation • MetricStream – SOX automated systems
  • 3. © Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 3 Telecomm Services 2% Financials 23% Industrials 10% Energy & Utilities 3% Consumer 16% Materials 2% Health Care 19% Information Technology 25% NASDAQ is the World’s Most Recognized Market Forbes data source: www.forbes.com. As of June 2006. Number of domestic companies listed on NASDAQ National Market. Consumer represents consumer discretionary and staples. Data source: FactSet Research Systems, Inc. Data as of May 2006. Category-defining companies drawn from all sectors of the economy • 50% of Fortune’s 100 Fastest Growing Companies • 80% of Forbes “Top Brands” companies NASDAQ is home to…
  • 4. © Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 4 55 78 8 1 3 23 22 1111 26 11 10 5 12 9 8 1999 2000 2001 2002 2003 2004 2005 YTD August 25, 2006 Includes common stocks, ADRs, and GDRS. Close end funds, REITS, and trusts are excluded. Source: EquiDesk, FactSet Research Systems, Inc., Bloomberg, and NASDAQ Economic Research. 486 397 63 51 56 170 139 86 47 48 34 35 23 79 71 41 1999 2000 2001 2002 2003 2004 2005 YTD August 25, 2006 NASDAQ NYSE NASDAQ is Home for IPOs Since 1999, over 81% of all companies that have done an IPO in the leading U.S. exchanges have chosen NASDAQ. All NASDAQ and NYSE IPOs All International NASDAQ and NYSE IPOs
  • 5. © Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. © Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 5 NASDAQ Three Tier Market System On February 15th, 2006, NASDAQ announced plans to create a new market tier for public companies that will have the highest initial listing standards in the world. NASDAQ Global Select Expected Market Cap Distribution NASDAQ Global Select Expected Industry Distribution NASDAQ Global Select Market NASDAQ Global Market NASDAQ Capital Market • The NASDAQ Capital Market®, formerly The NASDAQ SmallCap Market, was renamed in 2005 to reflect the core purpose of this market which is capital raising. • The NASDAQ Global Select Market is being created for companies that meet the most stringent initial financial listing standards ever set by a stock market. • The NASDAQ Global Market, formerly the NASDAQ National Market® has a new name that more accurately reflects the global leadership and international reach of our market and our listed companies.
  • 6. © Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 6 Companies Choose NASDAQ NYSE listed companies are transferring to and listing their spin-offs on NASDAQ. NYSE Companies are listing their spin-offs on NASDAQ NYSE Companies are switching to NASDAQ “After a dual listing trial of nearly two years, we are convinced of NASDAQ’s commitment to a highly competitive, well regulated marketplace that is optimal for trading our stock.” - Charles R. Schwab, Chairman and CEO, Charles Schwab "As we look to our future as a publicly traded company, we concluded that NASDAQ, with its cadre of dynamic companies, state-of the-art electronic trading platform and focus on first- rate customer service, was a natural fit for us.“ -Glenn Tilton, Chairman, President & CEO, UAL "We believe that our association with NASDAQ will afford us an opportunity to reinforce our position as a technology and market leader.“ -Mike Fister, President and CEO, Cadence Design Systems “Listing on NASDAQ was the right choice for the new company. We look forward to a new and growing relationship with NASDAQ.” - Sears spokesman Chris Brathwaite NYSE Parent Company NASDAQ Spin- Off Company Liberty Media switched to NASDAQ in 2006.
  • 7. © Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 7 Sweden ($46.8bn) Japan ($27.2bn) Israel ($28.2bn) Sweden ($18.7bn) Canada ($11.5bn) India ($18.1bn) Norway ($19.6bn) U.K. ($14.2bn) Japan ($10.6bn) Netherlands ($14.2bn) U.K. ($8.7bn) Singapore ($5.8bn) Netherlands ($9.3bn) Bermuda ($13.7bn) Source: Bloomberg Financial Markets. Data as of June 14th 2006. The list excludes companies grandfathered on NASDAQ: Anglo American, CSK Corporation, Dai'ei Inc, Fuji Photo Film, Highveld Steel and Vanadium, Kirin Brewery Company, Nissan Motor, Rexam, Santos, Sanyo Electric, and Velcro Industries. NASDAQ’s largest non-U.S. companies Ireland ($7.8bn) Japan ($21.5bn) France ($5.5bn) Cayman Islands ($9.1bn) U.K ($6.4bn) 328 foreign companies are listed on NASDAQ South Africa ($5.1bn)
  • 8. © Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 8© Copyright 2005, The Nasdaq Stock Market, Inc. All rights reserved. Performance
  • 9. © Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. Current Dealer Market vs. Auction Market • 0 years of experience • Undefined hybrid model • ARCA/Euronext integration challenges • Pressure from specialists to maintain floor • Owned regulator • 35 years of experience • Well-defined • INET complements current structure • Independent regulator Electronic Market Structure • SIAC (2/3 NYSE, 1/3 AMEX) • Untested acquiror • INET easy to integrate • Proven integrator – Brut Integration • Legacy infrastructure • Significant ongoing technology issues • Robust, proven technologyTechnology Regulatory Structure 10 • Transitioning from member- owned organization • Transitioning from utility • For profit orientation • Focus on costs Corporate Culture
  • 10. © Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 10 Dealer Market is the Market of the Future Most stock exchanges have eliminated trading floors. The remaining floor-based exchanges are building electronic networks to trade. Exchange Date Current Use London 1986 Space occupied by Knight Securities Copenhagen 1987 Electronics/Record Shop Paris 1991 Securities museum Stockholm 1991 Nobel Prize museum Milan 1996 Conference space Switzerland 1996 Office space Toronto 1997 Office space Tokyo 1998 Visitor/Media center Vienna 1998 Currently unused Dublin 2000 Currently unused Athens 2001 Conference space Nobelmuseet (The Nobel Museum) in the former Stockholm Stock Exchange, built in 1778. Only three auctions markets are currently standing: New York Stock Exchange American Stock Exchange Argentina Stock Exchange
  • 11. © Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 11 Superior Performing Market Based on SEC Definition NASDAQ outperforms auction based exchanges on independent SEC mandated Order Execution Rule (605) measures, which compares execution quality among market centers using uniform statistics. Average Execution Speed (Seconds) 22447 54 28 21 13 10 $100 to $250 $250 to $500 $500 to $1,000 $1,000 to $5,000 $5,000 to $50,000 D o llar V alue o f F lo at (M illio ns ) Average Effective Spread (Cents) 2.4 2.2 2.2 1.6 1.1 2.1 2.62.7 3.2 3.7 $100 to $250 $250 to $500 $500 to $1,000 $1,000 to $5,000 $5,000 to $50,000 D o llar V alue o f Flo at (M illio ns ) Percent of Executions At or Within the Spread 92%95%96%96%95% 86% 87% 87% 85% 82% $100 to $250 $250 to $500 $500 to $1,000 $1,000 to $5,000 $5,000 to $50,000 D o llar V alue o f Flo at (M illio ns )  Execution speed effects efficiency Faster execution speed maximizes the likelihood of completing the transaction at an investor’s price point.  Spread directly impacts investor cost Tighter spreads lead to lower costs which make available more investor capital for investment allocation.  Trades relative to the spread indicates quality of execution Higher execution quality provides investors with greater certainty of execution at the desired price. See appendix for footnotes. NASDAQ data represents NASDAQ Execution Centers Source: Market Systems, Inc., April 2006 NASDAQ NYSE
  • 12. © Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 12 NASDAQ Provides Greater Market Depth NASDAQ’s competitive market structure produces greater liquidity and offers a broad reaching platform for issuers to convey their message.  Market participants commit capital and provide continuous liquidity Multiple market makers provide greater liquidity, competition, and transparency for your investors.  Greater liquidity enhances trading More stock can be bought or sold on NASDAQ without impacting the price.  Analysts provide multiple channels to disseminate your story to investors More analyst sponsorship helps raise investor awareness and lowers volatility. Liquidity Providers* 55 41 3128 23 1 1 1 1 1 $100 to $250 $250 to $500 $500 to $1,000 $1,000 to $5,000 $5,000 to $50,000 D o llar V alue o f Flo at (M illio ns ) Amivest Liquidity (000's) $994 $3,124 $6,738 $17,795 $117,736 $97,193 $22,803 $5,345$2,569$1,025 $100 to $250 $250 to $500 $500 to $1,000 $1,000 to $5,000 $5,000 to $50,000 D o llar V alue o f Flo at (M illio ns ) Analyst Coverage 18 11 7 5 3 2 4 5 8 15 $100 to $250 $250 to $500 $500 to $1,000 $1,000 to $5,000 $5,000 to $50,000 D o llar V alue o f Flo at (M illio ns ) See appendix for footnotes. Source: FactSet Research Systems, Inc., June 2006. NASDAQ NYSE
  • 13. © Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 13 NASDAQ Companies Have Higher Valuations - Across All Size Ranges and All Sectors Average PE Ratio 27.8 31.9 33.5 31.2 32.9 33.5 30.0 26.9 25.8 29.8 27.6 27.8 24.4 18.6 < $100 M IL $100 - $250 M IL $250 - $500 M IL $500 M IL - $1 BIL $1 - $5 BIL $5 - $50 BIL > $50 BIL Dollar V alue of Float ($mm) NASDAQ NYSE Average PE Ratio 36.0 34.4 26.4 31.7 34.3 35.9 21.4 40.2 28.9 41.2 21.1 33.4 24.724.6 21.4 23.9 30.5 27.7 26.1 33.8 Consumer Discretionary Consumer Staples Energy Financials Health Care Industrials Information Technology Materials Telecommunication Services Utilities Sector: GICS Sector. Sample size: 2,952 Companies – NASDAQ: 1,556, NYSE: 1,396. Includes all domestic common stocks on Nasdaq National Market and the NYSE with current P/E > 0. Top and bottom 2% have been removed as outliers. Data Source: FactSet Research Systems, Inc. As of March 2006.
  • 14. © Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 14 NASDAQ Stocks Have Higher Valuations NASDAQ Companies sustain higher P/Es, on-average, than NYSE companies with like-kind 2-year forecasted growth rates. CAGR NASDAQ NYSE NASDAQ NYSE 1-5% 19.3 17.6 99 149 6-10% 21.1 20.0 209 274 11-15% 24.0 22.8 221 235 16-20% 31.3 27.3 173 155 21-25% 32.0 27.3 102 83 26-30% 39.4 33.4 54 43 31-35% 41.8 43.2 44 28 36-40% 41.9 42.5 36 25 41-45% 41.2 46.8 31 19 46-50% 57.5 41.5 14 18 51-60% 50.2 54.2 26 16 61-70% 50.8 47.0 17 13 71-80% 61.8 76.2 8 8 81-90% 69.5 56.6 13 6 91-100% 97.8 50.0 6 4 AVERAGE P/E Number of Companies 0 20 40 60 80 100 120 1-5% 6-10% 11-15% 16-20% 21-25% 26-30% 31-35% 36-40% 41-45% 46-50% 51-60% 61-70% 71-80% 81-90% 91-100% NASDAQ NYSE 2 Year Projected Compound Annual Growth Rate CAGR is the 2 year projected compound annual growth rate. It is the year over year growth rate applied to an company's EPS. It measures two year's average EPS from the prior fiscal period (FY0) to the upcoming fiscal period (FY2). Sample size: 2,129 Companies – NASDAQ: 1,053, NYSE: 1,076. Companies with negative or >100% CAGR have been excluded for this analysis. (NASDAQ: 106 companies, NYSE: 141 companies) Includes all domestic common stocks on Nasdaq National Market and the NYSE with current P/E > 0. Top and bottom 2% have been removed as outliers. Data Source: FactSet Research Systems, Inc. As of March 2006. CurrentP/E(March2006)
  • 15. © Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 15 Institutional Investors are Moving Their Trades Away from the Floor Towards Electronic Markets The percentage of trades occurring on the NYSE is continually decreasing as institutional investors take advantage of NASDAQ’s superior platform to receive more efficient, higher quality executions with lower spreads. 79.9% 81.7% 79.8% 79.3% 79.5% 78.1% 77.7% 79.0% 78.5% 77.8% 78.9% 76.1% 76.7% 75.7% 75.4% 74.8% 73.8% 72.0% 70.0% 70.9% 71.7% 69.5% 68.6% 69.5% 68.2% J un- 04 J ul- 04 A ug- 04 S e p- 04 O c t- 04 N o v - 04 D e c - 04 J a n- 05 F e b- 05 M a r- 05 A pr- 05 M a y- 05 J un- 05 J ul- 05 A ug- 05 S e p- 05 O c t- 05 N o v - 05 D e c - 05 J a n- 06 F e b- 06 M a r- 06 A pr- 06 M a y- 06 J un- 06 Average NYSE Historical Trading Volume “The recent slide reflects huge changes in the business of trading stocks. Electronic competitors to the NYSE have gained ground as big investors such as hedge funds have increasingly used computerized strategies that rely on quick execution of buy and sell orders, especially in heavily traded stocks or when news affects a company's stock price. In those situations, the NYSE's human traders sometimes can't keep up”. Wall Street Journal; November 29, 2005 "Trading on the floor today...is so different," says Jamie Selway, head of White Cap Trading, a New York brokerage firm. Just a few years ago, he says, "inertia" kept trades flowing to the NYSE floor, but those orders are now "portable" and can go anywhere. Wall Street Journal; November 29, 2005 © Copyright 2005, Wall Street Journal. All rights reserved.
  • 16. © Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 16 Institutional Investors are Wary of NYSE Hybrid Model For 35 years NASDAQ has brought leadership and innovation to the markets, today our electronic market model is emulated around the world. The Hybrid Market allows the Specialist to Remain in a Privileged Position • Power to view incoming orders before the public • Only person to have access to reserve, discretionary and hidden orders • Trading in their proprietary account without interacting with public orders Institutional Investors still have many concerns about the Hybrid Proposal • Specialist is still in a privileged position against public interest • Confusion as to how investors will interact with the auction model, the hybrid and Arca • Best execution requirements • Unproven technology “Why were specialists the big winners here?” asked George Rutherfurnd, a Chicago based consultant to two trading organizations. “It appears that the NYSE somehow convinced the SEC staff that the NYSE specialist system would not be economically viable… unless specialists were given unimaginable competitive advantages to the detriment of the public orders”… “It’s a classic deal with the devil”… “totally contradicts the original intent of the hybrid model”… “now basically foolish for us to post at the NYSE”. Trader’s Magazine - June 2006 issue “The NYSE hybrid plan is an attempt to meet the demands of regulators and customers, but simultaneously provide for the needs of specialist member firms. Critics charge the NYSE decided, in the fifth amendment, to restore advantages of the specialists, who supposedly had complained after the first four amendments.” Trader’s Magazine 2006 “..90 percent of our orders are placed electronically and, if we can't be treated fairly, then we will go to a place where electronic orders are treated fairly.” Michael Buek- Head Trader Vanguard “The hybrid market is a securities market disaster waiting to happen. Even putting aside issues of unfairness to the trading public (which IBAC is not prepared to do in regard to the ultimate shape of the hybrid market), we ask the Commission staff to envision the scenario in this country's securities markets if the technology fails in a fully implemented NYSE hybrid market environment. Much of the technology (specialists' algorithms, certain order types, broker technology) has not yet even been offered, let alone tested. That which has been tested has repeatedly failed.” . Comment letter to SEC from Independent Broker Action Committee- March 2006 “…the proposal falls short of providing an effective trading system that will encourage investors to place orders on the Exchange” Ari Burstein, ICI (Buyside Advisory)NASDAQ’s Market Model is What The NYSE is Trying to Create
  • 17. © Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 17© Copyright 2005, The Nasdaq Stock Market, Inc. All rights reserved. Price
  • 18. © Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 18 Listing and Annual Fees NASDAQ has lower listing fees for all levels of shares outstanding Source: Fee schedule as of October 2006. NASDAQ Annual fees represent proposed fees filed with SEC 2/10/06 and are pending approval. $0 $50,000 $100,000 $150,000 $200,000 $250,000 $300,000 $350,000 $400,000 $450,000 $500,000 1 5 10 15 20 25 30 50 75 100 150 Max Shares Oustanding (Millions) Fees NYSE Initial Fees NASDAQ Initial Fees NYSE Annual Fees NASDAQ Annual Fees NASDAQ ADR Annual Fees ORIGINAL LISTING FEES[1] CONTINUING ANNUAL FEES [2] ADR ANNUAL FEES [3] NASDAQ NASDAQ NASDAQ SHARES Global Global Global (MILLIONS) Market NYSE Market NYSE [3] Market Up to 1 $100,000 $150,000 $30,000 $38,000 $21,225 1+ to 2 $100,000 $150,000 $30,000 $38,000 $21,225 2+ to 3 $100,000 $150,000 $30,000 $38,000 $21,225 3+ to 4 $100,000 $150,000 $30,000 $38,000 $21,225 4+ to 5 $100,000 $150,000 $30,000 $38,000 $21,225 5+ to 6 $100,000 $150,000 $30,000 $38,000 $21,225 6+ to 7 $100,000 $150,000 $30,000 $38,000 $21,225 7+ to 8 $100,000 $150,000 $30,000 $38,000 $21,225 8+ to 9 $100,000 $150,000 $30,000 $38,000 $21,225 9+ to 10 $100,000 $150,000 $30,000 $38,000 $21,225 10+ to 11 $100,000 $150,000 $35,000 $38,000 $26,500 11+ to 12 $100,000 $150,000 $35,000 $38,000 $26,500 12+ to 13 $100,000 $150,000 $35,000 $38,000 $26,500 13+ to 14 $100,000 $150,000 $35,000 $38,000 $26,500 14+ to 15 $100,000 $150,000 $35,000 $38,000 $26,500 15+ to 16 $100,000 $150,000 $35,000 $38,000 $26,500 16+ to 20 $100,000 $150,000 $35,000 $38,000 $26,500 20+ to 25 $100,000 150,000+ to 154,600 $35,000 $38,000 $26,500 25+ to 30 $100,000 154,600+ to 172,100 $37,500 38,000+ to 46,500 $29,820 30+ to 50 $125,000 172,100+ to 242,100 $37,500 38,000+ to 46,500 $29,820 50+ to 75 $150,000 242,100+ to 250,000 $45,500 46,500+ to 69,750 $29,820 75+ to 100 $150,000 250,000* $65,500 69,750+ to 93,000 $30,000 100+ to 150 $150,000 250,000* $85,000 93,000+ to 139,500 $30,000 over 150 million $150,000 250,000* $95,000 139,500+ to 500,000** $30,000 [1] The original listing fee for NYSE is based on the total number of shares listed, including all shares issued and outstanding, as well as shares reserved by the Board of Directors for a specific future issuance. The original fee for NASDAQ Global Market is based on total shares outstanding. Fees include one-time initial listing charges of $5,000 for NASDAQ Global Market, $36,800 for NYSE, applied for the first class of securities listed by an issuer. [2] Newly listed companies are billed the annual fee on a pro-rata basis at the end of the calendar year in which they are listed. [3] NYSE annual fees payable are the greater of amounts shown under a minimum fee schedule or a fee applied on a per share basis. * The initial fee component of the original listing fee for common shares is capped at $250,000, including the $36,800 special charge. ** Maximum $500,000 annual listing fee applies to all securities listed by an issuer, other than derivative products, fixed income products, and closed end-funds. [4] NASDAQ ADR annual fees are capped at $30,000. NYSE ADR fees are the same as the schedule for ordinary shares. Source: Domestic listing fees for NASDAQ and NYSE; based on fees as of October 2006.
  • 19. © Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 19 Comparative Listing Fees NASDAQ annual fees are lower than both NYSE and proposed NYSE Arca fees across all TSO Ranges. TSO Range (mil) NYSE Arca Proposed Fees NASDAQ NCM Fees Difference NYSE Fees NASDAQ NNM Fees Difference 0 to 5 $100,000 $25,000 $75,000 $150,000 $100,000 $50,000 5 to 10 $100,000 $35,000 $65,000 $150,000 $100,000 $50,000 10 to 15 $100,000 $45,000 $55,000 $150,000 $100,000 $50,000 15 to 30 $100,000 $50,000 $50,000 $150,000 to $181,500 $100,000 $50,000 to $81,500 30 to 50 $125,000 $50,000 $75,000 $181,500 to $250,000 $125,000 $50,000 to $81,500 Over 50 $150,000 $50,000 $100,000 $250,000 $150,000 $50,000 to $81,500 Original Listing Fees Annual Listing Fees Fee Schedules as of March, 2006. Proposed NYSE Arca fees from SEC filing on 3/1/2006. TSO Range (mil) NYSE Arca Proposed Fees NASDAQ NCM Fees Difference NYSE Fees NASDAQ NNM Fees Difference 0 to 10 $30,000 $27,500 $2,500 $38,000 $30,000 $8,000 10 to 25 $30,000 to $35,625 $27,500 $2,500 to $8,125 $38,000 $35,000 $3,000 25 to 50 $35,625 to $45,000 $27,500 $8,125 to $17,500 $38,000 to $46,500 $37,500 $500 to $9,000 50 to 75 $45,000 to $54,375 $27,500 $17,500 to $26,875 $47,430 to $69,750 $45,000 $2,430 to $24,750 75 to 100 $54,375 to $63,750 $27,500 $26,875 to $36,250 $70,680 to $93,000 $65,500 $5,180 to $27,500 100 to 150 $85,000 $27,500 $57,500 $93,000 to $139,500 $85,000 $8,000 to $54,500 150 to 200 $85,000 $27,500 $57,500 $139,500 to $186,000 $95,000 $44,500 to $91,000 200 to 250 $85,000 $27,500 $57,500 $186,000 to $232,500 $95,000 $91,000 to $137,500 250 to 300 $85,000 $27,500 $57,500 $232,500 to $279,000 $95,000 $137,500 to $184,000 Over 300 $85,000 $27,500 $57,500 $279,000 to $500,000 $95,000 $184,000 to $405,000
  • 20. © Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 20© Copyright 2005, The Nasdaq Stock Market, Inc. All rights reserved. Brand
  • 21. © Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 21 The NASDAQ MarketSite Tower NASDAQ companies can advertise on the largest electronic screen in the US seen by millions of tourists and New Yorkers in Times Square NASDAQ MarketSite Events • Bloomberg (USA, Brazil, Spain, Italy) • BusinessWeek • BusinessWeek Weekend • CNBC ( USA, Asia, India) • Fox News • MSNBC • CNN (USA, India, International) • Phoenix TV China • New Tang Dynasty TV China • It’s About Finance.com • Business Canada • NDTV India • Reuters Japan • BBC • TV Tokyo • Sino TV MarketSite Network Coverage Visibility through: Market Open and Close Ceremonies, press conferences and interviews, listing anniversaries, product announcements, and other special events National Visibility in Times Square NYC The MarketSite provides unbeatable visibility to reach potential investors and customers NASDAQ's MarketSite has worldwide visibility. Over 150 broadcasts per day occur on location from major domestic and global news media
  • 22. © Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 22 2005 Highlights • Over 100 participating companies with combined total market value of $650 billion. • 800+ one-on-one meetings. • In excess of 260 investors per event. • Over 20,000 portfolio managers, brokers and analysts worldwide can view the presentations via the investors.NASDAQ.com webcast. NASDAQ International Programs Worldwide Visibility • Europe currently has approximately $1 trillion invested in US Securities. • In addition to their considerable purchasing power, European Investors are a longer term, more stable group of investors. • 90% of the entire European institutional investor community investing in US Securities attend each year. • International Programs have been taking place since the early 1990’s. 2006 Dates • NASDAQ Growth Conference London, February 7-8 2006 • NASDAQ 17th Investor Program London, Spring 2006 • NASDAQ 18th Investor Program London, December 2006
  • 23. © Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 23 Brand - NASDAQ is a Diversified Market of Leaders Listed since 1975 Listed since 1985 Listed since 1988 Listed since 1971 Listed since 1992 Listed since 1980Listed since 1978 Listed since 1989 Listed since 1987 Listed since 1971 Listed since 1999 Listed since 1970 Companies that List on NASDAQ Stay and Grow on NASDAQ Listed since 1986 Listed since 1984 Listed since 1982 Listed since 1972
  • 24. © Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 24 Many of the NYSE’s most respected companies are now choosing NASDAQ “Listing on NASDAQ was the right choice for the new company. We look forward to a new and growing relationship with NASDAQ.” - Sears spokesman Chris Brathwaite "Cadence's experience with being dual listed gave us an opportunity to compare the relative benefits of both marketplaces. After careful analysis, we determined that the NASDAQ electronic trading platform is the preferred marketplace for many of the institutional investors trading Cadence shares." - Bill Porter, SVP and CFO, Cadence Design Systems, Inc. “Since its inception, NASDAQ has shown a spirit of innovation and a focus on leveraging technology to provide investors the benefit of fast, high quality and low cost trade executions. After a dual listing trial of nearly two years, we are convinced of NASDAQ’s commitment to a highly competitive, well regulated marketplace that is optimal for trading our stock.” - Charles R. Schwab, Chairman and CEO, Charles Schwab
  • 25. © Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 25 “ ‘Everybody who does what I do feels like it’s basically a stacked deck down here,’ said James Malles, head of U.S. equity trading at UBS Global Asset Management, quoted in the Journal... ‘There's an inherent conflict. The specialists have to provide a fair and orderly market, but they can trade for their proprietary account. Those are clearly in conflict with each other.’ ” James Glassman, American Enterprise Institute Professional Investors Prefer NASDAQ NASDAQ’s high-speed, transparent market brings multiple market participants together and is increasingly the market of choice for professional investors. “The liquidity in NASDAQ allows us to execute larger size in the big- name stocks more efficiently and quicker. You hit a button and get things done. With the New York, you have to think of strategies to break up your order. It is complicating rather than simplifying.” Peter Jenkins, Head of North American Equity Trading, Deutsche Asset Management “The New York Stock Exchange specialist system doesn’t enjoy the confidence of the institutional investor community. I don’t think that’s going to change anytime soon.” Kevin Connellan, Head of Trading, Northern Trust Corp
  • 26. © Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 26© Copyright 2005, The Nasdaq Stock Market, Inc. All rights reserved. Services
  • 27. © Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 27 NASDAQ Corporate Services – Further driving down the costs The NASDAQ Corporate Services is designed to provide listed companies the power to maximize their effectiveness in: Risk Management: Provide solutions that protect companies against risk. NASDAQ Insurance Agency is a full service corporate insurance broker specializing in the protection of Officers and Directors. Corporate Governance: Provide solutions that empower companies to comply with new regulatory requirements while mitigating risk. Equilar is viewed as the “gold standard” in executive compensation data. National Association of Corporate Directors (NACD) provides NASDAQ-listed companies with corporate governance educational services at a discount. WeComply, the leading provider of customizable online “Code of Conduct” training. Investor Relations: Provide solutions for greater visibility to the investment community. Shareholder.com, provides award-winning websites, and other critical services to help public companies communicate more openly with investors. MetricStream Compliance products and solutions designed to enable public companies to better manage their compliance processes. PrimeZone is one of the world’s leading full-text press release, newswire, photo and multimedia distribution services Reuters provides research, notes, estimates, financials market data, and filings on more than 25,000 companies.
  • 28. © Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 28 • Dash 5 Statistics • Times of Stress • Electronic Market • Off Floor Volume • Liquidity NASDAQ – A Global Market • NASDAQ Initial Listing Fees • NASDAQ Annual Listing Fees • NASDAQ has Lower Effective Spreads • More for Your Money • NASDAQ MarketSite • International Conferences • NASDAQ Composite Index • A Diversified Market of Leaders • NASDAQ Relationship Manager • Market Intelligence Desk • NASDAQ Corporate Services • NASDAQ Online 100% Customer Satisfaction Competitive Differentiators PricePerformance Brand Services
  • 29. © Copyright 2006, The Nasdaq Stock Market, Inc. All rights reserved. 29 Bob Greifeld, Chief Executive Officer, +1 212 401 8901 Bruce Aust, Executive Vice President, +1 212 401 8746 Charlotte Crosswell, Vice President, +44 20 7825 5500 James Ogilvy-Stuart, Head of Asia Pacific, +852 2 580 1028 Ghanshyam Dass, MD Asia Pacific, +91 984 507 9937 Mikio Fujino, Chief Representative in East Asia, +81 803 024 6138 Asaf Homossany, MD Israel & CEE, +44 20 7825 5537 Paulina McGroarty, MD Europe & Africa, +44 20 7825 5534 Lawrence Pan, Chief Representative in China, +86 13 701 136824 Isabella Schidrich, MD Europe, +44 20 7825 5522 Rebecca Smith, Senior Associate, +44 20 7825 5540 Mohammad Abdul Ali, Associate, +44 20 7825 5506 Your NASDAQ Support Team Senior Management Regional Directors Associates

Editor's Notes

  1. We’ve been very busy over the last two years This is a list of the major initiatives we’ve undertaken to improve our market and in turn force our competitors to attempt to follow Last quarter, for example, we announced the launch of the Independent Research Network, in association with Reuters, to address the growing need for independent, objective coverage of under-followed companies In Q3, we also acquired Carpenter Moore, the leading executive risk management firm, to compliment our existing insurance services And we have continued to enhance our trading platform by acquiring the two most technologically advanced ECNs – Brut &amp; Instinet (pending DOJ approval). The integration of Brut has allowed NASDAQ to offer advanced routing capabilities, and the INET merger will provide further enhancements, such as faster executions and better fill rates After we close the iNET acquisition we will have invested close to $1.5 Billion to improve the performance of the markets We have also implemented an Opening &amp; Closing Cross, both of which enhance trade execution quality, such as reduced volatility, during critical times of the day – and we are extending this technology to an intraday cross The Intraday Cross will be helpful to market participants who sometimes have trouble executing large orders efficiently. The intraday cross will help minimize market impact, or the effect that a large order to buy or sell stock can have on a security&amp;apos;s price. These innovations, as well as many others, have attracted more NYSE order flow to NASDAQ’s trading platform NASDAQ’s commitment to improving the markets has paid off on the listings side – NASDAQ continues to attract a majority of U.S. IPOs, and NYSE listed companies have increasingly been attracted to our marketplace through switches &amp; dual-listings
  2. We do this by a combination of services/tools to target and attract investors, specific programs to attract institutional investors, a better marketplace for investors (as will be soon evidenced by superior market quality and testimonials from the institutional investor community). NASDAQ companies attract more research coverage. This chart looks at the average number of analyst estimates experienced by companies in like-float categories. In the most extreme category, NASDAQ companies have over 30 % more analysts. This chart shows a real and tangible benefit of listing on NASDAQ. It speaks directly to the true visibility experienced by companies on our market (vs. intangible visibility by association). EXTRA: Academic studies compiled by Thompson’s First Call show that each additional analyst a company has increases their P/E ratio. [This effect applies only to companies with 13 or fewer analysts. Academics often refer and coordinate this with the neglected firm effect. Actual studies are several years old.]
  3. We do this by a combination of services/tools to target and attract investors, specific programs to attract institutional investors, a better marketplace for investors (as will be soon evidenced by superior market quality and testimonials from the institutional investor community). NASDAQ companies attract more research coverage. This chart looks at the average number of analyst estimates experienced by companies in like-float categories. In the most extreme category, NASDAQ companies have over 30 % more analysts. This chart shows a real and tangible benefit of listing on NASDAQ. It speaks directly to the true visibility experienced by companies on our market (vs. intangible visibility by association). EXTRA: Academic studies compiled by Thompson’s First Call show that each additional analyst a company has increases their P/E ratio. [This effect applies only to companies with 13 or fewer analysts. Academics often refer and coordinate this with the neglected firm effect. Actual studies are several years old.]
  4. We do this by a combination of services/tools to target and attract investors, specific programs to attract institutional investors, a better marketplace for investors (as will be soon evidenced by superior market quality and testimonials from the institutional investor community). NASDAQ companies attract more research coverage. This chart looks at the average number of analyst estimates experienced by companies in like-float categories. In the most extreme category, NASDAQ companies have over 30 % more analysts. This chart shows a real and tangible benefit of listing on NASDAQ. It speaks directly to the true visibility experienced by companies on our market (vs. intangible visibility by association). EXTRA: Academic studies compiled by Thompson’s First Call show that each additional analyst a company has increases their P/E ratio. [This effect applies only to companies with 13 or fewer analysts. Academics often refer and coordinate this with the neglected firm effect. Actual studies are several years old.]
  5. We do this by a combination of services/tools to target and attract investors, specific programs to attract institutional investors, a better marketplace for investors (as will be soon evidenced by superior market quality and testimonials from the institutional investor community). NASDAQ companies attract more research coverage. This chart looks at the average number of analyst estimates experienced by companies in like-float categories. In the most extreme category, NASDAQ companies have over 30 % more analysts. This chart shows a real and tangible benefit of listing on NASDAQ. It speaks directly to the true visibility experienced by companies on our market (vs. intangible visibility by association). EXTRA: Academic studies compiled by Thompson’s First Call show that each additional analyst a company has increases their P/E ratio. [This effect applies only to companies with 13 or fewer analysts. Academics often refer and coordinate this with the neglected firm effect. Actual studies are several years old.]