1120193--3/15/2006--NASDAQ_STOCK_MARKET

related topics

{product, market, service}

{acquisition, growth, future}

{stock, price, operating}

{investment, property, distribution}

{regulation, change, law}

{debt, indebtedness, cash}

{financial, litigation, operation}

{system, service, information}

{stock, price, share}

{tax, income, asset}

{property, intellectual, protect}

{provision, law, control}

{personnel, key, retain}

{control, financial, internal}

{regulation, government, change}

If we do not integrate INET s operations successfully, we may not realize the benefits we expect to derive from the acquisition. Our high leverage limits our financial flexibility. We may not be able keep up with rapid technological and other competitive changes affecting our industry. We must adapt to significant competition in our listing business. Declines in the IPO market have an adverse effect on our revenues. Losses in listings to a combined NYSE and Archipelago could cause a reduction in revenues in both our Issuer Services and Market Services segments. Delistings may have an adverse effect on our revenues. A decrease in trading volume will decrease our trading revenues. We may experience fluctuations in our operating results. We must control our costs to remain profitable. The separation of Instinet s institutional brokerage business from Instinet and the related sale to an affiliate of Silver Lake Partners could result in unexpected costs. We face significant competition in our securities trading business, which could reduce our transactions, trade reporting and market information revenues and negatively impact our financial results. The merger of NYSE and Archipelago will create a strong competitor. New competitors could reduce our revenues and impact our ability to increase our market share of transactions in Nasdaq-listed and exchange-listed securities. Price competition has affected and could continue to affect our business. System limitations, failures or security breaches could harm our business. The adoption and implementation of Regulation NMS by the SEC could adversely affect our business. Our revenues may be affected by competition in the business for financial products. We must continue to invest in our operations to integrate INET and to maintain and grow our business, and we may need additional funds to support our business. Future acquisitions, partnerships and joint ventures may require significant resources and/or result in significant unanticipated losses, costs, or liabilities. Regulatory changes and changes in market structure could have a material adverse effect on our business. We are subject to extensive regulation that may harm our ability to compete with less regulated entities. We have self-regulatory organization obligations and also operate a for-profit business, and these two roles may create conflicts of interest. Failure to protect our intellectual property rights could harm our brand-building efforts and ability to compete effectively. Failure to attract and retain key personnel may adversely affect our ability to conduct our business. We are subject to risks relating to litigation and potential securities laws liability. We are in the process of becoming a holding company that will depend on cash flow from our subsidiaries to meet our obligations. NASD will continue to maintain voting control over us until we meet SEC conditions to operate as an exchange and may have interests that are different from yours and, therefore, may make decisions that are adverse to your interests. The SEC s approval of our application to operate a national securities exchange contains conditions that must be satisfied before we implement the order. Volatility in our stock price could adversely affect our stockholders. The market price of our common stock could be negatively affected by sales of substantial amounts of our common stock in the public markets. Provisions of our certificate of incorporation and approved exchange rules, including provisions included to address SEC concerns, and Delaware law could delay or prevent a change in control of our company and entrench current management.

Full 10-K form ▸

1120193--3/15/2006--NASDAQ_STOCK_MARKET_INC