NYSE Euronext (NYX) today reported net income of $178 million, or $0.73 per diluted share on a GAAP basis, for the third quarter of 2013, compared to net income of $108 million, or $0.44 per diluted share, for the third quarter of 2012. Results for the third quarter of 2013 and 2012 included $24 million and $18 million, respectively, of pre-tax merger expenses and exit costs. Third quarter 2013 results included a $5 million pre-tax gain on the sale of our 12% stake in the Qatar Exchange. Our third quarter 2013 and 2012 GAAP effective tax rate both included a discrete net deferred tax benefit, principally related to the enacted reduction in the corporate tax rate in the United Kingdom. Excluding merger expenses, exit costs, disposal activity and discrete tax items, net income in the third quarter of 2013 was $131 million, or $0.53 per diluted share on a non-GAAP basis, compared to $108 million, or $0.44 per diluted share on a non-GAAP basis, in the third quarter of 2012.

"I would like to thank all of our clients, shareholders and employees for their support while we worked through our transformative deal with IntercontinentalExchange," said Duncan L. Niederauer, CEO, NYSE Euronext. "Throughout the process, we continued to execute against our business plan by transitioning our clearing operation, building substantial momentum in our Listings business, achieving our cost saving commitments for 2013 early and managing our capital in a disciplined way for our shareholders. We are especially pleased that Twitter recently announced they will list on the NYSE. What we accomplished has set an excellent foundation for the combination of our two great companies."

The table below summarizes the financial results1 for the third quarter of 2013:

 
    % ?" 3Q13     Year-to-Date     % ?" YTD '13
($ in millions, except EPS)         3Q13     2Q13     3Q12     vs. 3Q12     2013       2012         vs. YTD '12
Total Revenues2         $890       $995       $902   (1 %) $2,848       $2,840   0 %
Total Revenues, Less Transaction-Based Expenses3 574 611 559 3 % 1,785 1,762 1 %
Other Operating Expenses 4 372   382   388   (4 %) 1,134   1,189   (5 %)
Operating Income 4 $202 $229 $171 18 % $651 $573 14 %
Net Income5 $131 $153 $108 21 % $423 $357 18 %
Diluted Earnings Per Share5         $0.53       $0.63         $0.44         22 %       $1.73       $1.41         23 %
Operating Margin35%37%31%4 ppts36%33%3 ppts
Adjusted EBITDA Margin         46%     48%       42%       4 ppts       47%     44%       3 ppts
 
1   A full reconciliation of our non-GAAP results to our GAAP results is included in the attached tables. See also our statement on non-GAAP financial measures at the end of this earnings release.
2 Includes activity assessment fees.
3 Transaction-based expenses include Section 31 fees, liquidity payments and routing & clearing fees.
4 Excludes merger expenses, exit costs and charge for fair value adjustment to RSU awards.
5 Excludes merger expenses, exit costs, charge for fair value adjustment to RSU awards, disposal activities and discrete tax items.
 

THIRD QUARTER 2013 CONSOLIDATED RESULTS

Total revenues, less transaction-based expenses, which include Section 31 fees, liquidity payments and routing and clearing fees (net revenue), were $574 million in the third quarter of 2013, up 3% from the third quarter of 2012 and included a $5 million positive impact from foreign currency fluctuations.

Other operating expenses, excluding merger expenses and exit costs, were $372 million in the third quarter of 2013, down $16 million, or 4% compared to the third quarter of 2012. Excluding the impact of new business initiatives and a $1 million negative impact attributable to foreign currency fluctuations, other operating expenses were down $19 million, or 5%, compared to the third quarter of 2012.

Realized Project 14 savings through the third quarter of 2013 were $175 million, which represented 70% of the total $250 million expected to be saved by the end of 2014.

Operating income, excluding merger expenses and exit costs, was $202 million, up $31 million, or 18% compared to the third quarter of 2012 and included a $4 million positive impact from foreign currency fluctuations.

Adjusted EBITDA, excluding merger expenses and exit costs, was $266 million, up $31 million, or 13% compared to the third quarter of 2012. Adjusted EBITDA margin was 46% in the third quarter of 2013, compared to 42% in the third quarter of 2012.

The decline in net interest and investment loss compared to the second quarter of 2013 was driven by the retirement of the remaining $414 million of the $750 million 4.80% notes in the second quarter of 2013.

Loss from associates is primarily related to New York Portfolio Clearing. Net (income) loss attributable to non-controlling interest consists primarily of net income attributable to NYSE Amex Options, which was partially offset by the net loss attributable to NYSE Liffe U.S.

The effective tax rate for the third quarter of 2013, excluding merger expenses, exit costs and discrete tax items, was 24% compared to approximately 21% for the third quarter of 2012.

The weighted average diluted shares outstanding in the third quarter of 2013 was 245 million, down from 247 million in third quarter of 2012.

At September 30, 2013, total debt was $2.3 billion. Cash, cash equivalents and short term financial investments (including $21 million related to Section 31 fees collected from market participants and due to the SEC) were $0.4 billion and net debt was $1.9 billion. The cash balance as of September 30, 2013 included $120 million received from our sale of the 12% stake in the Qatar Exchange.

The ratio of debt-to-EBITDA at the end of the third quarter of 2013 was 2.1x, down from 2.5x at the end of 2012.

Total capital expenditures were $38 million in the third quarter of 2013, down from $41 million in the third quarter of 2012. Year-to-date capital expenditures of $97 million were well below the $125 million recorded for the same period in 2012, and trending below full-year 2013 guidance of $150 million.

SUBSEQUENT EVENT

On October 14, 2013 NYSE Euronext and LCH.Clearnet SA signed a new five-year agreement to clear NYSE Euronext's continental listed derivatives, which included governance changes that will take effect immediately and new commercial terms beginning in April 2014. Starting April 1, 2014, NYSE Euronext will begin recognizing revenues as a result of this new agreement and will compensate LCH.Clearnet SA for certain clearing and risk management services.

THIRD QUARTER 2013 SEGMENT RESULTS

Below is a summary of business segment results:

 
          Derivatives     Cash Trading & Listings     Info. Svcs. & Tech. Solutions
($ in millions)         Net     Operating     Adjusted     Net     Operating     Adjusted         Operating     Adjusted
          Revenue1     Income2     EBITDA2     Revenue1     Income2     EBITDA2     Revenue     Income2     EBITDA2
3Q13 $166 $85 $94 $295 $118 $160 $113 $25 $38
2Q13 $195 $103 $111 $302 $128 $169 $114 $25 $38
3Q12         $164       $68       $78     $282       $104       $145     $113       $23       $36
YTD 2013 $562 $292 $318 $884 $360 $483 $339 $75 $114
YTD 2012         $522       $232       $262     $886       $350       $476     $353       $78       $118
1   Net revenue defined as total revenues less transaction-based expenses including Section 31 fees, liquidity payments and routing & clearing fees.
2

Excludes merger expenses and exit costs.

 

DERIVATIVES

Derivatives net revenue of $166 million in the third quarter of 2013 increased $2 million, or 1% compared to the third quarter of 2012 and included a $1 million negative impact from foreign currency fluctuations. The $3 million increase in derivatives net revenue, on a constant currency basis, compared to the third quarter of 2012, was driven by slightly higher average daily trading volumes ("ADV") in European interest rate derivatives products, which increased 14%. The successful clearing transition for the London-based derivatives market of NYSE Liffe to ICE Clear Europe in the third quarter of 2013 resulted in a reduction in costs of approximately $8 million in the quarter. Highlights for the third quarter of 2013 included:

  • Global derivatives ADV, excluding Bclear, in the third quarter of 2013 of 6.7 million contracts decreased 4% compared to the third quarter of 2012 and decreased 21% compared to second quarter of 2013 levels.
  • NYSE Euronext European derivatives products ADV of 3.1 million contracts in the third quarter of 2013 decreased 8% compared to the third quarter of 2012 and decreased 23% from second quarter of 2013 levels. Excluding Bclear, European derivatives products ADV in the third quarter of 2013 increased 5% compared to the third quarter of 2012, but decreased 19% from the second quarter of 2013.
  • U.S. equity options ADV in the third quarter of 2013 decreased 1% to 3.5 million contracts compared to the third quarter of 2012 and decreased 20% from the second quarter of 2013. U.S. consolidated equity options ADV of 13.6 million contracts decreased 1% compared to the third quarter of 2012 and decreased 14% from the second quarter of 2013. NYSE Euronext's U.S. equity options exchanges accounted for 26% of total consolidated U.S. equity options trading in the third quarter of 2013, in-line with the third quarter of 2012, and down from 28% in the second quarter of 2013.
  • NYSE Liffe has introduced Universal Stock Futures on Canadian and South African stocks on Bclear, the Exchange's trade administration and clearing service. The geographical expansion of the Bclear product range will enhance the diversity of the underlyings available to the Exchange's customers, with the possibility to trade futures on over 1,250 large and mid-cap stocks denominated in 12 currencies. In Europe, NYSE Liffe is the only exchange offering futures on Canadian and South African stocks in their respective domestic currencies.
  • NYSE Liffe U.S. announced the listing of a new futures contract based on the widely followed NYSE Arca Gold Miners Index ("GDF futures"), pending regulatory approval. These innovative new futures will complement the existing market for the Market Vectors®Gold Miners ETP (GDX®) listed on NYSE Arca as well as options on GDX® traded on the NYSE Arca and NYSE Amex options platforms.

CASH TRADING AND LISTINGS

Cash Trading and Listings net revenue of $295 million in the third quarter of 2013 increased $13 million, or 5% compared to the third quarter of 2012 and included a $5 million positive impact from foreign currency fluctuations. The $8 million increase in Cash Trading and Listings net revenue, on a constant currency basis, compared to the third quarter of 2012, was driven by higher non-trading revenues. Highlights for the third quarter of 2013 included:

  • European cash ADV of 1.3 million transactions in the third quarter of 2013 increased 2% from the third quarter of 2012, but decreased 9% from second quarter of 2013 levels. European cash market share (value traded) in NYSE Euronext's four core markets was 66% in the third quarter of 2013, down from 68% in the third quarter of 2012 and down from 67% in the second quarter of 2013.
  • In the U.S., cash trading ADV in the third quarter of 2013 decreased 11% to 1.4 billion shares from 1.6 billion shares in the third quarter of 2012 and decreased 13% from the second quarter of 2013. Tape A matched market share was 31% in the third quarter of 2013, down from the 32% recorded in the third quarter of 2012, but in-line with the second quarter of 2013. Trading off-exchange, as reported by Trade Reporting Facilities ("TRF"), increased to 37% of overall consolidated average daily volume in the third quarter of 2013, up from 32% in the third quarter of 2012 and up from 35% in the second quarter of 2013.
  • NYSE Euronext ranked #1 globally in initial public offerings (IPOs) and follow-ons globally through the third quarter of 2013. NYSE Euronext raised $36.5 billion in total global proceeds on 104 IPOs and $131.1 billion in total global proceeds on 397 follow-ons. In the U.S., NYSE Euronext led the market with 74 IPOs raising $21.9 billion in proceeds (excluding closed-end funds) and has steadily captured share in technology-based IPOs. Twitter's announcement that they will list on NYSE is an examples of this trend. NYSE Euronext has listed 53% of the technology IPOs in the U.S., including Violin Memory, RingCentral, MiX Telematics, Cvent, and YuMe in the third quarter of 2013.
  • NYSE was the leader in transfers - 7 companies with $160.9 billion in total market capitalization transferred to the NYSE through the third quarter of 2013. Oracle Corp. (ORCL) began trading on the NYSE on 7/15/2013. ORCL is the largest transfer in history with $148.2 billion in market capitalization. Since 2010, five Nasdaq-100 Index members have transferred to the NYSE, including two in 2013 (Oracle Corp. and Perrigo Co.). Since 2000, 230 companies have transferred to the NYSE with a total market capitalization of $698.7 billion.
  • In the third quarter of 2013, NYSE Euronext listing activity on its European markets continued a positive trend with 5 new listings, bringing the total to 23 in 2013. IPO activity in Belgium reopened with the listing of Cardio3 BioSciences, while NYSE Euronext London welcomed its third listing with Norbert Dentressangle, a leading European logistics company.
  • NYSE Euronext announced a strategic partnership with ACE, a leading transaction management platform for private placements of equity, debt and other securities. NYSE Euronext and ACE will establish an independent technology backbone for new issuances of private securities, with the goal of bringing greater transparency and efficiencies to the private market, just as NYSE Euronext has brought to the public market.

INFORMATION SERVICES AND TECHNOLOGY SOLUTIONS

Information Services and Technology Solutions revenue was $113 million in the third quarter of 2013, in-line with the third quarter of 2012 and included a $1 million positive impact from foreign currency fluctuations. Highlights for the third quarter of 2013 included:

  • Russell Indexes, a leading global index provider and NYSE Euronext, one of the world's premier exchange operators and technology innovators, announced new enhancements to RussellTick TM, an index feed for real-time, intra-day values for the Russell family of global indexes. These enhancements represent an additional step in the growing global alliance between Russell Indexes and NYSE Euronext.
  • NYSE Technologies welcomed Banco Carregosa, a private bank based in Porto, as its first Portuguese SuperFeed TM customer. SuperFeed TM provides customers with consolidated access to market data from major US, European and Asian markets, in a single normalized format over NYSE Technologies' Secure Financial Transaction Infrastructure (SFTI) network.
  • First Derivatives, a leading provider of software and consulting services to the capital markets industry, and NYSE Technologies are working together to create a new suite of historical data solutions. Combining NYSE Technologies' historical and real-time data expertise covering cash, options, futures and corporate actions with First Derivatives' products and market expertise, the "Tick as a Service" offering will build into a suite of innovative market services for clients to gain efficient access to large data stores for analytical back testing and compliance.
  • NYSE Technologies has obtained approval from the Chinese State Council Information Office (SCIO) to distribute market data in China. With the license from the SCIO, NYSE Technologies will disseminate financial information including NYSE Euronext's real-time and historical market data, as well as SuperFeed services to market participants in mainland China.
  • NYSE Technologies and KOSCOM, the technology firm created by the Korean Ministry of Finance and Korea Exchange, have signed a Global Trading Hub Connectivity Agreement. The agreement will empower local traders and strengthen the Memorandum of Understanding (MOU) signed by both organizations in March 2012. In partnership with KOSCOM, NYSE Technologies has agreed to cross-connect its 1,300 member MarketplaceTM trading community to KOSCOM's STP Hub of 130 key Korean firms.
  • ASX and NYSE Technologies, the commercial technology business of NYSE Euronext announced that they have connected their respective global networks. The linking of ASX Net Global and NYSE Technologies' SFTI will initially provide customers of NYSE Technologies cost-effective access to ASX markets and market data services.

The accompanying tables include information integral to assessing the Company's financial performance.

Non-GAAP Financial Measures

To supplement NYSE Euronext's consolidated financial statements prepared in accordance with GAAP and to better reflect period-over-period comparisons, NYSE Euronext uses non-GAAP financial measures of performance, financial position, or cash flows that either exclude or include amounts that are not normally excluded or included in the most directly comparable measure, calculated and presented in accordance with GAAP. Non-GAAP financial measures do not replace and are not superior to the presentation of GAAP financial results, but are provided to (i) present the effects of certain merger expenses, exit costs, disposal activities, the BlueNext tax settlement, charge for fair value adjustment to RSU awards and discrete tax items, and (ii) improve overall understanding of NYSE Euronext's current financial performance and its prospects for the future. Specifically, NYSE Euronext believes the non-GAAP financial results provide useful information to both management and investors regarding certain additional financial and business trends relating to financial condition and operating results. In addition, management uses these measures for reviewing financial results and evaluating financial performance. The non-GAAP adjustments for all periods presented are based upon information and assumptions available as of the date of this release.

About NYSE Euronext

NYSE Euronext (NYX) is a leading global operator of financial markets and provider of innovative trading technologies. The company's exchanges in Europe and the United States trade equities, futures, options, fixed-income and exchange-traded products. With approximately 8,000 listed issues (excluding European Structured Products), NYSE Euronext's equities markets - the New York Stock Exchange, NYSE Euronext, NYSE MKT, NYSE Alternext and NYSE Arca - represent one-third of the world's equities trading, the most liquidity of any global exchange group. NYSE Euronext also operates NYSE Liffe, one of the leading European derivatives businesses and the world's second-largest derivatives business by value of trading. The company offers comprehensive commercial technology, connectivity and market data products and services through NYSE Technologies. For more information, please visit: http://www.nyx.com.

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CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

This written communication contains "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by words such as "may," "hope," "will," "should," "expect," "plan," "anticipate," "intend," "believe," "estimate," "predict," "potential," "continue," "could," "future" or the negative of those terms or other words of similar meaning. You should carefully read forward-looking statements, including statements that contain these words, because they discuss our future expectations or state other "forward-looking" information. Forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. ICE Group, ICE and NYSE Euronext caution readers that any forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statement.

Forward-looking statements include, but are not limited to, statements about the benefits of the proposed merger involving ICE Group, ICE and NYSE Euronext, including future financial results, ICE's and NYSE Euronext's plans, objectives, expectations and intentions, the expected timing of completion of the transaction and other statements that are not historical facts. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth in ICE's and NYSE Euronext's filings with the U.S. Securities and Exchange Commission (the "SEC"). These risks and uncertainties include, without limitation, the following: the inability to close the merger in a timely manner; the failure to satisfy other conditions to completion of the merger, including receipt of required regulatory and other approvals; the failure of the proposed transaction to close for any other reason; the possibility that any of the anticipated benefits of the proposed transaction will not be realized; the risk that integration of NYSE Euronext's operations with those of ICE will be materially delayed or will be more costly or difficult than expected; the challenges of integrating and retaining key employees; the effect of the announcement of the transaction on ICE's, NYSE Euronext's or the combined company's respective business relationships, operating results and business generally; the possibility that the anticipated synergies and cost savings of the merger will not be realized, or will not be realized within the expected time period; the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management's attention from ongoing business operations and opportunities; general competitive, economic, political and market conditions and fluctuations; actions taken or conditions imposed by the United States and foreign governments or regulatory authorities; and adverse outcomes of pending or threatened litigation or government investigations. In addition, you should carefully consider the risks and uncertainties and other factors that may affect future results of the combined company, as are described in the section entitled "Risk Factors" in the joint proxy statement/prospectus filed by ICE Group with the SEC, and as described in ICE's and NYSE Euronext's respective filings with the SEC that are available on the SEC's web site located at www.sec.gov, including the sections entitled "Risk Factors" in ICE's Form 10-K for the fiscal year ended December 31, 2012, as filed with the SEC on February 6, 2013, and "Risk Factors" in NYSE Euronext's Form 10-K for the fiscal year ended December 31, 2012, as filed with the SEC on February 26, 2013. You should not place undue reliance on forward-looking statements, which speak only as of the date of this written communication. Except for any obligations to disclose material information under the Federal securities laws, ICE Group, ICE and NYSE Euronext undertake no obligation to publicly update any forward-looking statements to reflect events or circumstances after the date of this written communication.

 
NYSE Euronext
Condensed consolidated statements of income (unaudited)
(in millions, except per share data)
                 
Three months ended Nine months ended
Sept. 30, 2013     June 30, 2013       Sept. 30, 2012 Sept. 30, 2013       Sept. 30, 2012
 
 
Revenues
Transaction and clearing fees $ 554 $ 657 $ 570 $ 1,845 $ 1,828
Market data 91 91 85 265 263
Listing 113 111 112 334 334
Technology services 74 77 81 231 254
Other revenues   58     59     54     173     161  
Total revenues 890 995 902 2,848 2,840
Transaction-based expenses:
Section 31 fees 61 78 74 214 226
Liquidity payments, routing and clearing   255     306     269     849     852  
Total revenues, less transaction-based expenses   574     611     559     1,785     1,762  
Other operating expenses
Compensation 150 154 145 465 457
Depreciation and amortization 64 62 64 188 196
Systems and communications 40 42 44 125 133
Professional services 63 67 76 199 218
Selling, general and administrative 55 57 59 167 185
Merger expenses and exit costs   24     22     18     54     61  
Total other operating expenses   396     404     406     1,198     1,250  
 
Operating income 178 207 153 587 512
Net interest and investment income (loss) (23 ) (25 ) (28 ) (75 ) (84 )
Loss from associates (2 ) (3 ) (2 ) (7 ) (5 )
Net gain (loss) on disposal activities 5 10 - 15 (2 )
Other income (loss)   -     6     1     5     4  
Income before income taxes 158 195 124 525 425
Income tax benefit (provision)   24     (17 )   (12 )   (34 )   (91 )
Net income 182 178 112 491 334
Net (income) loss attributable to noncontrolling interest   (4 )   (5 )   (4 )   (14 )   (14 )
Net income attributable to NYSE Euronext $ 178   $ 173   $ 108   $ 477   $ 320  
 
Basic earnings per share attributable to NYSE Euronext $ 0.73 $ 0.71 $ 0.44 $ 1.96 $ 1.27
 
Diluted earnings per share attributable to NYSE Euronext $ 0.73 $ 0.71 $ 0.44 $ 1.95 $ 1.26
 
Basic weighted average shares outstanding 243 243 246 243 252
Diluted weighted average shares outstanding   245           244           247     245           253  
 

We use non-GAAP financial measures of operating performance. Non-GAAP measures do not replace and are not superior to the presentation of our GAAP financial results but are provided to improve overall understanding of our current financial performance and our prospects for the future.

 
        Three months ended       Nine months ended

Non-GAAP Reconciliation

 Sept. 30, 2013     June 30, 2013       Sept. 30, 2012 Sept. 30, 2013       Sept. 30, 2012
 
Income (loss) before income taxes - GAAP $ 158 $ 195 $ 124 $ 525 $ 425
Excluding:
Merger expenses and exit costs 24 22 18 54 61
Net (gain) loss on disposal activities (5 ) (10 ) - (15 ) 2
Fair value adjustment to RSU awards   -     -     -     10     -  
Income before income taxes - as adjusted 177 207 142 574 488
Income tax provision   (42 )   (49 )   (30 )   (137 )   (117 )
Net income - as adjusted 135 158 112 437 371
Net (income) loss attributable to noncontrolling interest   (4 )   (5 )   (4 )   (14 )   (14 )
Net income attributable to NYSE Euronext - as adjusted $ 131   $ 153   $ 108   $ 423   $ 357  
 
Diluted earnings per share attributable to NYSE Euronext $ 0.53   $ 0.63   $ 0.44   $ 1.73   $ 1.41  
 
NYSE Euronext
Segment Results (unaudited)
(in millions)
           
Three months ended Three months ended
September 30, 2013 September 30, 2012
Derivatives   Cash Trading and Listings   Information Services and Technology Solutions     Corporate and Eliminations     Consolidated Derivatives   Cash Trading and Listings     Information Services and Technology Solutions   Corporate and Eliminations     Consolidated
 
Revenues  
Transaction and clearing fees $ 217 $ 337 $ - $ - $ 554 $ 198 $ 372 $ - $ - $ 570
Market data 10 42 39 - 91 11 42 32 - 85
Listing - 113 - - 113 - 112 - - 112
Technology services - - 74 - 74 - - 81 - 81
Other revenues   9     49     -     -     58     11     43     -     -     54  
Total revenues 236 541 113 - 890 220 569 113 - 902
Transaction-based expenses:
Section 31 fees - 61 - - 61 - 74 - - 74
Liquidity payments, routing and clearing   70     185     -     -     255     56     213     -     -     269  
Total revenues, less transaction-based expenses 166 295 113 - 574 164 282 113 - 559
Depreciation and amortization [a] 9 42 13 - 64 10 41 13 - 64
Merger expenses and exit costs (M&E) [b] 1 3 2 18 24 13 2 2 1 18
Other operating expenses   72     135     75     26     308     86     137     77     24     324  
Operating income - GAAP [c] $ 84   $ 115   $ 23   $ (44 ) $ 178   $ 55   $ 102   $ 21   $ (25 ) $ 153  
Operating income excluding M&E

[c] + [b]

$ 85   $ 118   $ 25   $ (26 ) $ 202   $ 68   $ 104   $ 23     (24 ) $ 171  
Adjusted EBITDA

[c] + [b] + [a]

$ 94     $ 160       $ 38       $ (26 )     $ 266   $ 78     $ 145       $ 36         (24 )     $ 235  
Operating margin excluding M&E 51 % 40 % 22 % N/M 35 % 41 % 37 % 20 % N/M 31 %
Adjusted EBITDA margin 57 % 54 % 34 % N/M 46 % 48 % 51 % 32 % N/M 42 %
 
   
       
Nine months ended Nine months ended
September 30, 2013 September 30, 2012
Derivatives   Cash Trading and Listings     Information Services and Technology Solutions     Corporate and Eliminations     Consolidated Derivatives   Cash Trading and Listings     Information Services and Technology Solutions     Corporate and Eliminations     Consolidated
 
Revenues
Transaction and clearing fees $ 750 $ 1,095 $ - $ - $ 1,845 $ 623 $ 1,205 $ - $ - $ 1,828
Market data 30 127 108 - 265 33 131 99 - 263
Listing - 334 - - 334 - 334 - - 334
Technology services - - 231 - 231 - - 254 - 254
Other revenues   34     139     -     -     173     33     127     -     1     161  
Total revenues 814 1,695 339 - 2,848 689 1,797 353 1 2,840
Transaction-based expenses:
Section 31 fees - 214 - - 214 - 226 - - 226
Liquidity payments, routing and clearing   252     597     -     -     849     167     685     -     -     852  
Total revenues, less transaction-based expenses 562 884 339 - 1,785 522 886 353 1 1,762
Depreciation and amortization [a] 26 123 39 - 188 30 126 40 - 196
Merger expenses and exit costs (M&E) [b] 6 10 6 32 54 21 15 12 13 61
Fair value adjustment to RSU awards [c] - - - 10 10 - - - - -
Other operating expenses   244     401     225     76     946     260     410     235     88     993  
Operating income - GAAP [d] $ 286   $ 350   $ 69   $ (118 ) $ 587   $ 211   $ 335   $ 66   $ (100 ) $ 512  

Operating income excluding M&E and fair

  value adjustment to RSU awards

 

[d] + [c] + [b] $ 292   $ 360   $ 75   $ (76 ) $ 651   $ 232   $ 350   $ 78   $ (87 ) $ 573  

Adjusted EBITDA

[d] + [c] + [b] + [a] $ 318     $ 483       $ 114       $ (76 )     $ 839   $ 262     $ 476       $ 118       $ (87 )     $ 769  

Operating margin excluding M&E and fair

  value adjustment to RSU awards

52 % 41 % 22 % N/M 36 % 44 % 40 % 22 % N/M 33 %
Adjusted EBITDA margin 57 % 55 % 34 % N/M 47 % 50 % 54 % 33 % N/M 44 %

 

           

We use non-GAAP financial measures of operating performance. Non-GAAP measures do not replace and are not superior to the presentation of

N/M = Not meaningful our GAAP financial results but are provided to improve overall understanding of our current financial performance and our prospects for the future.
 
 
NYSE Euronext
Fixed operating expenses (unaudited)
(in millions)
 

Expense Base Development on a Constant $ / Constant Portfolio Basis

          
   
Fixed operating expenses for the three months ended September 30, 2013 - GAAP $ 396
Less:
Merger expenses and exit costs   (24)
$ 372
Excluding the impact of:
Currency translation (1)
New business initiatives (2)
 
Fixed operating expenses for the three months ended September 30, 2013 - as adjusted $ 369 [a]
 
Fixed operating expenses for the three months ended September 30, 2012 - GAAP $ 406
Less:
Merger expenses and exit costs   (18)
Fixed operating expenses for the three months ended September 30, 2012 - as adjusted $ 388 [b]
 
Variance ($) $ (19) [a] - [b] = [c]
Variance (%)   -5% [c] / [b]
   
Fixed operating expenses for the nine months ended September 30, 2013 - GAAP $ 1,198
Less:
Fair value adjustment to RSU awards $ (10)
Merger expenses and exit costs   (54)
$ 1,134
Excluding the impact of:
Currency translation 2
New business initiatives (19)
 
Fixed operating expenses for the nine months ended September 30, 2013 - as adjusted $ 1,117 [a]
 
Fixed operating expenses for the nine months ended September 30, 2012 - GAAP $ 1,250
Less:
Merger expenses and exit costs   (61)
Fixed operating expenses for the nine months ended September 30, 2012 - as adjusted $ 1,189 [b]
 
Variance ($) $ (72) [a] - [b] = [c]
Variance (%)   -6% [c] / [b]
 
 

Expense Base Development Versus Project 14 Cost Savings Plan

    
 
Fixed operating expenses for the nine months ended September 30, 2013 - GAAP $ 1,198
Fixed operating expenses for the three months ended December 31, 2012 - GAAP   465
Fixed operating expenses for the trailing twelve months ended September 30, 2013 - GAAP $ 1,663
Less:
Fair value adjustment to RSU awards $ (13)
Merger expenses and exit costs   (127)
$ 1,523
Excluding the impact of:
New business initiatives (48)
Currency translation(1)   16
Fixed operating expenses for the the trailing twelve months ended September 30, 2013 - as adjusted $ 1,491 [a]
 
Fixed operating expenses for the year ended December 31, 2011 - base year $ 1,666 [b]
 
 
Project 14 Cost Savings $ 175 [b]-[a] = [c]
 
Cumulative Project 14 Cost Savings to date as % of total $250 million plan   70% [c] / $250
 

(1) We measure the Project 14 cost savings utilizing constant currency rates of $1.35 for the Euro and $1.60 for the Pound Sterling.

 
We use non-GAAP financial measures of operating performance. Non-GAAP measures do not replace and are not superior to the presentation of
our GAAP financial results but are provided to improve overall understanding of our current financial performance and our prospects for the future.
 
NYSE Euronext
Condensed consolidated statements of financial condition (unaudited)
(in millions)
 
        Sept. 30,     Dec. 31,
2013 2012
 
Assets
Current assets:
Cash, cash equivalents, and short term financial investments $ 437 $ 380
Accounts receivable, net 399 405
Deferred income taxes 65 67
Other current assets   111   156
Total current assets 1,012 1,008
 
Property and equipment, net 893 948
Goodwill 4,191 4,163
Other intangible assets, net 5,803 5,783
Deferred income taxes 67 74
Other assets   432   580
Total assets $ 12,398 $ 12,556
 
Liabilities and equity
Accounts payable and accrued expenses $ 639 $ 824
Deferred revenue 225 138
Short term debt   213   454
Total current liabilities 1,077 1,416
 
Long term debt 2,088 2,055
Deferred income taxes 1,362 1,435
Accrued employee benefits 560 602
Deferred revenue 384 378
Other liabilities   22   27
Total liabilities   5,493   5,913
 
Redeemable noncontrolling interest   273   274
 
Equity 6,632 6,369
   
Total liabilities and equity $ 12,398 $ 12,556
 
 

NYSE Euronext

Selected Statistical Data:

Volume Summary

 
        Average Daily Volume     Total Volume     Total Volume
(Unaudited) 3Q13     2Q13     % ? 3Q13 vs. 2Q13     3Q12     % ? 3Q13 vs. 3Q123Q13     2Q13     % ? 3Q13 vs. 2Q13     3Q12     % ? 3Q13 vs. 3Q12YTD 2013     YTD 2012     % ?
 
Number of Trading Days - European Cash 66 63 65 66 63 65 191 192
Number of Trading Days - European Derivatives 66 64 65 66 64 65 192 193
Number of Trading Days - U.S. Markets 64 64 63 64 64 63 188 188
 
European Derivatives Products (contracts in thousands) 3,127 4,048 -22.8 % 3,383 -7.6 % 206,355 259,087 -20.4 % 219,866 -6.1 % 745,379 729,643 2.2 %
of which Bclear 446 749 -40.4 % 829 -46.2 % 29,432 47,918 -38.6 % 53,856 -45.3 % 132,099 207,412 -36.3 %
Avg. Net Revenue Per Contract (ex. Bclear) $ 0.622 $ 0.610 2.0 % $ 0.657 -5.3 % $ 0.622 $ 0.610 2.0 % $ 0.657 -5.3 %
Avg. Net Revenue Per Contract (ex. Bclear) - Currency Neutral $ 0.622 $ 0.614 1.3 % $ 0.644 -3.4 % $ 0.622 $ 0.614 1.3 % $ 0.644 -3.4 %
 
Total Interest Rate Products1 1,967 2,463 -20.2 % 1,731 13.6 % 129,808 157,654 -17.7 % 112,531 15.4 % 457,895 350,918 30.5 %
 
Short Term Interest Rate Products 1,810 2,276 -20.5 % 1,583 14.3 % 119,441 145,688 -18.0 % 102,912 16.1 % 423,839 321,829 31.7 %
Medium and Long Term Interest Rate Products 157 187 -16.0 % 148 6.1 % 10,367 11,965 -13.4 % 9,619 7.8 % 34,056 29,089 17.1 %
 
Total Equity Products2 1,065 1,496 -28.8 % 1,551 -31.3 % 70,311 95,732 -26.6 % 100,803 -30.2 % 269,845 361,965 -25.4 %
 
Individual Equity Products 638 966 -33.9 % 1,100 -42.0 % 42,134 61,801 -31.8 % 71,513 -41.1 % 174,114 267,841 -35.0 %
Futures 285 606 -53.0 % 696 -59.1 % 18,803 38,806 -51.5 % 45,265 -58.5 % 98,557 179,402 -45.1 %
Options 353 359 -1.6 % 404 -12.5 % 23,331 22,995 1.5 % 26,248 -11.1 % 75,557 88,439 -14.6 %
Equity Index Products 427 530 -19.5 % 451 -5.3 % 28,177 33,931 -17.0 % 29,290 -3.8 % 95,731 94,124 1.7 %
 
of which Bclear 444 748 -40.6 % 829 -46.4 % 29,432 47,918 -38.6 % 53,856 -45.3 % 132,099 207,412 -36.3 %
Individual Equity Products 366 650 -43.7 % 754 -51.5 % 24,159 41,625 -42.0 % 49,014 -50.7 % 112,792 193,037 -41.6 %
Futures 283 579 -51.0 % 670 -57.7 % 18,702 37,032 -49.5 % 43,560 -57.1 % 96,001 174,532 -45.0 %
Options 83 72 15.2 % 84 -1.5 % 5,457 4,593 18.8 % 5,454 0.1 % 16,791 18,505 -9.3 %
Equity Index Products 78 98 -20.1 % 74 5.0 % 5,162 6,262 -17.6 % 4,842 6.6 % 19,054 14,375 32.5 %
 
Commodity Products 94 89 6.1 % 100 -6.0 % 6,236 5,701 9.4 % 6,532 -4.5 % 17,639 16,761 5.2 %
 
U.S. Derivatives Products (contracts in thousands)
Avg. Net Revenue Per Contract (ex. Liffe U.S. volumes) $ 0.165 $ 0.156 5.8 % 0.144 14.6 % $ 0.165 $ 0.156 5.8 % 0.144 14.6 %
 
Equity Options Contracts3 3,513 4,376 -19.7 % 3,533 -0.6 % 224,809 280,070 -19.7 % 222,578 1.0 % 758,723 725,134 4.6 %
Total Consolidated Options Contracts 13,627 15,879 -14.2 % 13,812 -1.3 % 872,105 1,016,261 -14.2 % 870,150 0.2 % 2,787,252 2,794,081 51.2 %
 
Share of Total Consolidated Options Contracts 25.8 % 27.6 % 25.6 % 25.8 % 27.6 % 25.6 % 27.2 % 26.0 %
 
NYSE Liffe U.S.
 
Futures and Futures Options Volume* 46.1 63.3 -27.1 % 66.4 -30.5 % 3,043.2 4,111.7 -26.0 % 4,247.6 -28.4 % 10,796.0 15,178.2 -28.9 %
 
European Cash Products (trades in thousands) 1,339 1,470 -8.9 % 1,318 1.5 % 88,352 92,600 -4.6 % 85,695 3.1 % 266,371 294,556 -9.6 %
Avg. Net Revenue Per Transaction $ 0.543 $ 0.562 -3.4 % $ 0.537 1.1 % $ 0.543 $ 0.562 -3.4 % $ 0.537 1.1 %
Avg. Net Revenue Per Transaction - Currency Neutral $ 0.543 $ 0.570 -4.7 % $ 0.537 1.1 % $ 0.543 $ 0.570 -4.7 % $ 0.570 -4.7 %
 
Equities 1,295 1,418 -8.7 % 1,272 1.8 % 85,484 89,352 -4.3 % 82,698 3.4 % 257,036 284,805 -9.8 %
Exchange-Traded Funds 13 15 -14.4 % 13 0.5 % 835 932 -10.4 % 819 2.0 % 2,616 2,650 -1.3 %
Structured Products 27 32 -15.5 % 28 -4.2 % 1,781 2,011 -11.5 % 1,831 -2.7 % 5,810 6,125 -5.1 %
Bonds 4 5 -21.4 % 5 -28.8 % 251 305 -17.7 % 348 -27.7 % 910 976 -6.7 %
 
U.S. Cash Products (shares in millions) 1,413 1,626 -13.1 % 1,583 -10.8 % 90,413 104,043 -13.1 % 99,758 -9.4 % 287,177 325,180 -11.7 %
Avg. Net Revenue Per 100 Shares Handled $ 0.0490 $ 0.0473 3.6 % $ 0.0401 22.2 % $ 0.0490 $ 0.0473 3.6 % $ 0.0401 22.2 %
 
NYSE Listed (Tape A) Issues 4
 
Handled Volume 5 1,004 1,154 -13.0 % 1,134 -11.5 % 64,233 73,870 -13.0 % 71,463 -10.1 % 205,310 232,644 -11.7 %
Matched Volume 6 970 1,113 -12.9 % 1,078 -10.0 % 62,092 71,262 -12.9 % 67,921 -8.6 % 197,956 220,535 -10.2 %
Total NYSE Listed Consolidated Volume 3,143 3,608 -12.9 % 3,412 -7.9 % 201,139 230,911 -12.9 % 214,981 -6.4 % 647,161 703,537 -8.0 %
 
Share of Total Consolidated Volume
Handled Volume 5 31.9 % 32.0 % 33.2 % 31.9 % 32.0 % 33.2 % 31.7 % 33.1 %
Matched Volume 6 30.9 % 30.9 % 31.6 % 30.9 % 30.9 % 31.6 % 30.6 % 31.3 %
 
NYSE Arca, MKT and Regional (Tape B) Listed Issues
 
Handled Volume 5 241 286 -15.7 % 222 8.5 % 15,430 18,298 -15.7 % 14,005 10.2 % 47,194 48,029 -1.7 %
Matched Volume 6 223 263 -15.3 % 202 10.1 % 14,256 16,823 -15.3 % 12,741 11.9 % 43,514 43,238 0.6 %
Total NYSE Arca & NYSE MKT Listed Consolidated Volume 1,026 1,248 -17.7 % 939 9.2 % 65,684 79,841 -17.7 % 59,184 11.0 % 205,192 203,650 0.8 %
 
Share of Total NYSE Arca & NYSE MKT Listed Consolidated Volume
Handled Volume 5 23.5 % 22.9 % 23.7 % 23.5 % 22.9 % 23.7 % 23.0 % 23.6 %
Matched Volume 6 21.7 % 21.1 % 21.5 % 21.7 % 21.1 % 21.5 % 21.2 % 21.2 %
 
Nasdaq Listed Issues (Tape C)
 
Handled Volume 5 168 186 -9.5 % 227 -25.9 % 10,750 11,875 -9.5 % 14,289 -24.8 % 34,673 44,507 -22.1 %
Matched Volume 6 150 166 -9.7 % 196 -23.6 % 9,578 10,610 -9.7 % 12,342 -22.4 % 30,946 38,067 -18.7 %
Total Nasdaq Listed Consolidated Volume 1,631 1,781 -8.4 % 1,661 -1.8 % 104,370 113,979 -8.4 % 104,663 -0.3 % 327,665 329,548 -0.6 %
 
Share of Total Nasdaq Listed Consolidated Volume
Handled Volume 5 10.3 % 10.4 % 13.7 % 10.3 % 10.4 % 13.7 % 10.6 % 13.5 %
Matched Volume 6 9.2 % 9.3 % 11.8 % 9.2 % 9.3 % 11.8 % 9.4 % 11.6 %
 
Exchange-Traded Funds 5,7
 
Handled Volume 5 223 267 -16.5 % 205 8.8 % 14,266 17,094 -16.5 % 12,903 10.6 % 44,093 45,002 -2.0 %
Matched Volume 6 206 245 -16.0 % 186 10.6 % 13,190 15,694 -16.0 % 11,739 12.4 % 40,645 40,453 0.5 %
Total ETF Consolidated Volume 964 1,203 -19.9 % 890 8.4 % 61,715 77,019 -19.9 % 56,048 10.1 % 196,288 196,741 -0.2 %
 
Share of Total ETF Consolidated Volume
Handled Volume 5 23.1 % 22.2 % 23.0 % 23.1 % 22.2 % 23.0 % 22.5 % 22.9 %
Matched Volume 6 21.4 % 20.4 % 20.9 % 21.4 % 20.4 % 20.9 % 20.7 % 20.6 %
 
 
1 Data includes currency products.
2 Includes trading activities for Bclear, NYSE Liffe's service for Equity OTC derivatives.
3 Includes trading in U.S. equity options contracts, not equity-index options.
4 Includes all volume executed in NYSE Euronext's U.S. crossing sessions.
5 Represents the total number of shares of equity securities and ETFs internally matched on the NYSE Euronext's U.S. exchanges or routed to and executed at an external market center. NYSE Arca routing includes odd-lots.
6 Represents the total number of shares of equity securities and ETFs executed on the NYSE Euronext's U.S. exchanges.
7 Data included in previously identified categories.
* ADVs calculated with the appropriate number of NYSE Liffe U.S. trading days.
Source: NYSE Euronext, Options Clearing Corporation and Consolidated Tape as reported for equity securities.
All trading activity is single-counted, except European cash trading which is double counted to include both buys and sells.
 
 
NYSE Euronext

Selected Statistical Data:

Other Operating Statistics

 
        Three Months Ended
(Unaudited) Sept. 30, 2013     June 30, 2013     Sept. 30, 2012
 
NYSE Euronext Listed Issuers
 
NYSE Listed Issuers
 
Issuers listed on U.S. Markets1 2,957 2,942 2,951
Number of new issuer listings1 61 88 44
Capital raised in connection with new listings ($millions)2 $ 7,149 $ 8,982 $ 5,865
 
Euronext Listed Issuers
 
Issuers listed on Euronext1 880 884 906
Number of new issuer listings3 5 14 6
Capital raised in connection with new listings ($millions)2 $ 60 $ 1,207 $ 3
 
 
NYSE Euronext Market Data
 
NYSE Market Data4
 
Share of Tape A revenues (%) 39.5 % 40.3 % 41.4 %
Share of Tape B revenues (%) 27.3 % 26.7 % 27.2 %
Share of Tape C revenues (%) 13.5 % 13.5 % 15.4 %
Professional subscribers (Tape A) 313,426 331,241 349,445
 
Euronext Market Data
 
Number of terminals 195,914 202,389 211,850
 
 
NYSE Euronext Operating Expenses
 
NYSE Euronext employee headcount
 
NYSE Euronext headcount5 3,142 3,154 3,061
 
 
NYSE Euronext Financial Statistics
 
NYSE Euronext foreign exchange rate
 
Average ?/US$ exchange rate $ 1.325 $ 1.306 $ 1.252
Average £/US$ exchange rate $ 1.551 $ 1.536 $ 1.581
 
 
1  

Figures for NYSE listed issuers include listed operating companies, special-purpose acquisition companies and closed-end funds listed on the NYSE and NYSE MKT and do not include NYSE Arca or structured products listed on the NYSE. There were 1,406 ETPs exclusively listed on NYSE Arca as of September 30, 2013. There were 360 corporate structured products listed on the NYSE as of September 30, 2013. Figures for new issuer listings include NYSE new listings (including new operating companies, special-purpose acquisition companies and closed-end funds listing on NYSE) and new ETP listings on NYSE Arca (NYSE MKT is excluded). Figures for Euronext present the operating companies were listed on Euronext and do not include NYSE Alternext, Free Market, closed-end funds, ETFs and structured product (warrants and certificates). As of September 30, 2013, 181 companies were listed on NYSE Alternext, 242 on Free Market and 655 ETPs were listed on NextTrack.

 
2 Euronext figures show capital raised in millions of dollars by operating companies listed on Euronext, NYSE Alternext and Free Market and do not include closed-end funds, ETFs and structured products (warrants and certificates). NYSE figures show capital raised in millions of dollars by operating companies listed on NYSE and NYSE Arca and do not include closed-end funds, ETFs and structured products.
 
3 Euronext figures include operating companies listed on Euronext, NYSE Alternext and Free Market and do not include closed-end funds, ETFs and structured products (warrants and certificates).
 
4 "Tape A" represents NYSE listed securities, "Tape B" represents NYSE Arca and NYSE MKT listed securities, and "Tape C" represents Nasdaq listed securities. Per Regulation NMS, as of April 1, 2007, share of revenues is derived through a formula based on 25% share of trading, 25% share of value traded, and 50% share of quoting, as reported to the consolidated tape. Prior to April 1, 2007, share of revenues for Tape A and B was derived based on number of trades reported to the consolidated tape, and share of revenue for Tape C was derived based on an average of share of trades and share of volume reported to the consolidated tape. The consolidated tape refers to the collection and dissemination of market data that multiple markets make available on a consolidated basis. Share figures exclude transactions reported to the FINRA/NYSE Trade Reporting Facility.
 
5 Headcount as of March 31, 2013 included 120 employees from the insourcing of offshore resources as part of the January 2013 creation of NYSE Philippines.
 
Source: NYSE Euronext, Options Clearing Corporation and Consolidated Tape as reported for equity securities.
 

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