Table of Contents Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Information about quantitative and qualitative disclosures about market risk is incorporated herein by reference from "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations€”Quantitative and Qualitative Disclosures About Market Risk." Item 8. Financial Statements and Supplementary Data. Nasdaq's consolidated financial statements, including consolidated balance sheets as of December 31, 2005 and 2004, consolidated statements of income for the year ended December 31, 2005, 2004 and 2003, consolidated statements of changes in stockholders' equity for the year ended December 31, 2005, 2004 and 2003, consolidated statements of cash flows for the year ended December 31, 2005, 2004 and 2003 and notes to our consolidated financial statements, together with a report thereon of Ernst & Young LLP, dated March 3, 2006, are attached hereto as pages F-1 through F-50. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. Item 9A. Controls and Procedures. None. (a). Disclosure controls and procedures . Nasdaq's management, with the participation of Nasdaq's President and Chief Executive Officer, and Executive Vice President and Chief Financial Officer, has evaluated the effectiveness of Nasdaq's disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act as of the end of the period covered by this report. Based upon that evaluation, Nasdaq's President and Chief Executive Officer and Executive Vice President and Chief Financial Officer have concluded that, as of the end of such period, Nasdaq's disclosure controls and procedures are effective. (b). Internal controls over financial reporting . There have been no changes in Nasdaq's internal controls over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) that occurred during Nasdaq's fiscal fourth quarter that have materially affected, or are reasonably likely to materially affect, Nasdaq's internal controls over financial reporting. Management's Report on Internal Control Over Financial Reporting Management is responsible for the preparation and integrity of the consolidated financial statements appearing in the reports that we file with the SEC. The consolidated financial statements were prepared in conformity with U.S. generally accepted accounting principles and include amounts based on management's estimates and judgments. Management is also responsible for establishing and maintaining adequate internal control over Nasdaq's financial reporting. We maintain a system of internal control that is designed to provide reasonable assurance as to the fair and reliable preparation and presentation of the consolidated financial statements, as well as to safeguard assets from unauthorized use or disposition that could have a material effect on the financial statements. Our management assessed the effectiveness of our internal control over financial reporting, as of December 31, 2005, based on criteria set forth in the framework in Internal Control€”Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Although there are inherent limitations in the effectiveness of any system of internal control over financial reporting, based on its assessment, our management believes that, as of December 31, 2005, our internal control over financial reporting is effective. 67

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