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Euronext N.V.

Quarterly Report Sep 3, 2015

3839_ir_2015-09-03-082300_5d834c2d-1a5e-4cb1-b701-6db78af60d17.pdf

Quarterly Report

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NYSE EURONEXT SEMI-ANNUAL FINANCIAL REPORT

as at 30 June 2015

TABLE OF CONTENTS

I. Semi-Annual Report as at 30 June 2015 3
II. Condensed Interim Consolidated Financial Statements as at 30 June 2015 4
III. Management Statement 16
IV. Appendix: Review report of the independent auditors 17

Semi-Annual Report as at 30 June 2015

Important events in the first half-year 2015

For an overview of the main events that occurred during the first half of 2015 and their impact on the Unaudited Condensed Interim Consolidated Financial Statements as at 30 June 2015, please refer to the note 3 to the Condensed Interim Consolidated Financial Statements attached hereto and to the press release to be issued and available on 30 July 2015 on Euronext website www.euronext.com

Transactions with related parties

Please refer to the note 13 to the Condensed Interim Consolidated Financial Statements attached hereto.

Risks and uncertainties

In the registration document regarding Euronext N.V. dated 19 March 2015, we have extensively described certain risks and risk factors which could have a material adverse effect on the Company's financial position and results. Those risk categories and risk factors are deemed incorporated and repeated in this report by reference.

For the second semester 2015, we currently believe none of these risk categories and risk factors should be particularly emphasized.

Additional risks not known to us, or currently believed not to be material, could later turn out to have a material impact on our business or financial position.

Condensed Interim Consolidated Financial Statements as at 30 June 2015

CONTENTS

Condensed Interim Consolidated Income Statement
Condensed Interim Consolidated Statement of Comprehensive Income
Condensed Interim Consolidated Balance Sheet 7
Condensed Interim Consolidated Statement of Cash Flows 8
Condensed Interim Consolidated Statement of Changes
in Parent's Net Investment and Shareholders' Equity
9
Notes to the Condensed Interim Consolidated Financial Statements 10
1. General information 10
2. Basis of Preparation 10
3. Significant events and transactions 10
4. Significant accounting policies and judgments 11
5. Revenue and other income
Third party revenue and other income
ICE Transitional revenue and other income
11
11
11
6. Salaries and employee benefits 12
7. Depreciation and amortization 12
8. Other operational expenses 12
9. Exceptional items 12
10. Net financing income/(expense) 12
11. Result from equity investments 12
12. Income tax expense 13
13. Related parties 13
14. Geographical information 14
15. Shareholders' equity 14
16. Earnings per Share 14
17. Fair value of financial instruments 15
18. Contingencies 15
19. Events after the reporting period 15

Condensed Interim Consolidated Income Statement

Six months ended Six months ended
30 June 2015 30 June 2014
unaudited unaudited
Note In thousands of euros (except per share data)
Third party revenue and other income 5 260,166 222,537
ICE transitional revenue and other income 5 - 16,503
Total revenue and other income 260,166 239,040
Salaries and employee benefits 6 (59,021) (63,832)
Depreciation and amortisation 7 (9,053) (8,808)
Other operational expenses 8 (63,222) (64,968)
Operating profit before exceptional items 128,870 101,432
Exceptional items 9 (18,245) (19,887)
Operating profit 110,625 81,545
Net financing income/(expense) 10 (3,330) (4,449)
Results from equity investments 11 3,310 2,850
Profit before income tax 110,605 79,946
Income tax expense 12 (33,877) (43,704)
Profit for the period 76,728 36,242
Profit attributable to:
– Owners of the parent 76,728 36,242
– Non-controlling interests - -
Basic earnings per share 16 1.10 0.52
Diluted earnings per share 16 1.09 0.52

Condensed Interim Consolidated Statement of Comprehensive Income

Six months ended Six months ended
30 June 2015 30 June 2014
unaudited unaudited
In thousands of euros In thousands of euros
Profit for the period 76,728 36,242
Other comprehensive income for the period
Items that will be subsequently reclassified to profit or loss:
– Currency translation differences 4,686 5,269
Items that will not be reclassified to profit or loss:
– Remeasurements of post-employment benefit obligations 4,103 (3,163)
– Income tax impact post employment benefit obligations (281) 982
Total comprehensive income for the period 85,236 39,330
Profit attributable to:
– Owners of the parent 85,236 39,330
– Non-controlling interests - -

Condensed Interim Consolidated Balance Sheet

As at 30 June 2015 As at 31 December 2014
Note unaudited
In thousands of euros
audited
In thousands of euros
Assets
Non-current assets
Property, plant and equipment 29,352 25,948
Goodwill and other intangible assets 321,031 321,266
Deferred income tax assets 14,547 9,712
Equity investments 17 113,596 113,596
Other receivables 4,515 1,702
Total non-current assets 483,041 472,224
Current assets
Trade and other receivables 108,315 105,825
Income tax receivable 7,943 22,375
Financial investments - 15,000
Cash and cash equivalents 128,378 241,639
Total current assets 244,636 384,839
Total assets 727,677 857,063
Equity/Parent's net investment and liabilities
Equity/Parent's net investment
Issued capital 15 112,000 112,000
Share premium 116,560 116,560
Reserve own shares (1,221) (541)
Retained earnings 134,842 114,163
Other comprehensive income (loss) 8,076 (432)
Total equity/parent's net investment 370,257 341,750
Non-current liabilities
Borrowings 3 107,727 248,369
Deferred income tax liabilities 433 483
Post-employment benefits 9,591 14,997
Provisions 6,904 32,418
Other liabilities 1,400 1,400
Total non-current liabilities 126,055 297,667
Current liabilities
Borrowings 126 129
Current income tax liabilities 83,612 78,043
Trade and other payables 119,332 126,427
Provisions 28,295 13,047
Total current liabilities 231,365 217,646
Total equity/parent's net investment and liabilities 727,677 857,063

Condensed Interim Consolidated Statement of Cash Flows

Six months ended
30 June 2015
unaudited
Six months ended
30 June 2014
unaudited
Note In thousands of euros In thousands of euros
Profit before income tax 110,605 79,946
Adjustments for:
- Depreciation and amortisation 7 9,053 8,808
- Share based payments (a) 6 2,990 3,326
- Changes in working capital and provisions (25,282) (6,742)
Cash flow from operating activities 97,366 85,338
Income tax paid (18,958) (5,025)
Net cash generated by operating activities 78,408 80,313
Cash flow from investing activities
Net purchase of short-term investments - (8,073)
Net repayment of short-term investments 15,000 -
Purchase of property, plant and equipment (7,551) (3,941)
Purchase of intangible assets (3,924) (4,132)
Proceeds from sale of property, plant and equipment and intangible assets - 708
Net cash provided by/(used in) investing activities 3,525 (15,438)
Cash flow from financing activities
Proceeds from borrowings, net of transaction fees - 248,185
Repayment of borrowings, net of transaction fees (141,043) -
Net interest paid (1,037) (114)
Dividend paid to owners of the company (58,784) -
Share Capital repayment - (161,500)
Acquisition own shares (680) -
Transfers (to)/from Parent, net (b) - 91,948
Net change in short-term loans due to/from Parent - (137,948)
Net cash provided by/(used in) financing activities (201,544) 40,571
Net increase/(decrease) in cash and cash equivalents (119,611) 105,446
Cash and cash equivalents - Beginning of period 241,639 80,827
Non-cash exchange gains/(losses) on cash and cash equivalents 6,350 260
Cash and cash equivalents - End of period 128,378 186,533

The notes on pages 10 to 15 are an integral part of these Condensed Interim Consolidated Financial Statements.

(a) The 2014 comparative figure of €3.3 million does not reconcile with Note 6 Share-based payment expenses due to fact that the main part was recognized as exceptional items, which included €2.4 million for vesting acceleration and €0.5 million for discount on Employee shares plan.

(b) Total contributions to- and from Parent of €147.4 million as included in the Statement of Changes in Net Parent Investment and Shareholder's Equity, includes several elements that have been settled through equity and as a consequence are not reflected in the cash flows from Financing activities. These elements include settlement of a Related Party loan, the contribution of Euroclear shares and the recognition of Onereous contract provision for the Cannon Bridge House lease contract as explained in Note 3.

Condensed Interim Consolidated Statement of Changes in Parent's Net Investment and Shareholders' Equity

Other Comprehensive Income

In thousands of euros Issued capital Share premium Reserve
own shares
Retained Earnings Parent's net
investment
Retirement benefit
obligation
related items
Currency
translation reserve
Change in value of
available-for-sale
financial assets
Total other
comprehensive
income
Total equity
Balance as at 31 December 2013 - - - - 234,790 (3,144) 1,601 434 (1,109) 233,681 audited
Profit for the period - - - 28,611 7,631 - - - - 36,242
Other comprehensive income for the period - - - - - (2,181) 5,269 - 3,088 3,088
Total comprehensive income for the period - - - 28,611 7,631 (5,325) 6,870 - 3,088 39,330
Share based payments - - - 3,068 258 - - - - 3,326
Contributions from Parent - 38,623 - - 108,763 - - - - 147,386
Share Capital repayments - (161,500) - - - - - - - (161,500)
Issuance of common stock and formation of Group 112,000 239,442 - - (351,442) - - - - -
Balance as at 30 June 2014 112,000 116,565 - 31,679 - (5,325) 6,870 434 1,979 262,223 unaudited
Balance as at 31 December 2014 112,000 116,560 (541) 114,163 - (11,959) 8,117 3,410 (432) 341,750 audited
Profit for the period - - - 76,728 - - - - - 76,728
Other comprehensive income for the period - - - - - 3,822 4,686 - 8,508 8,508
Total comprehensive income for the period - - - 76,728 - 3,822 4,686 - 8,508 85,236
Share based payments - - - 2,990 - - - - - 2,990
Dividend paid to owners of the company - - - (58,784) - - - - - (58,784)
Acquisition of own shares - - (680) - - - - - - (680)
Other movements - - - (255) - - - - - (255)
Balance as at 30 June 2015 112,000 116,560 (1,221) 134,842 - (8,137) 12,803 3,410 8,076 370,257 unaudited

Notes to the Condensed Interim Consolidated Financial Statements

1. General information

Euronext N.V. ("the Group" or "the Company") operates securities and derivatives exchanges in Continental Europe. It offers a full range of exchange services including security listings, cash and derivatives trading and market data dissemination. It combines the Paris, Amsterdam, Brussels and Lisbon exchanges in a highly integrated, cross-border organization. The Group has also a securities exchange in London.

The company is a public limited liability company incorporated and domiciled at Beursplein 5, 1012 JW Amsterdam in the Netherlands and is listed at all Euronext local markets i.e. Euronext Paris, Euronext Amsterdam, Euronext Brussels and Euronext Lisbon.

These Condensed Interim Consolidated Financial Statements were authorized for issuance by Euronext N.V.'s supervisory Board on 29 July 2015.

2. Basis of Preparation

The Group has prepared these Condensed Interim Consolidated Financial Statements in accordance with International Accounting Standard ("IAS") 34, Interim Financial Reporting. These Condensed Interim Consolidated Financial Statements should be read in conjunction with the Group's Consolidated Financial Statements as of and for the fiscal year ended 31 December 2014, which were prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union.

No significant changes were made to the basis of preparation for the six months period ended 30 June 2015, compared to the basis used for the fiscal year ended 31 December 2014 and the six-months period ended 30 June 2014.

3. Significant events and transactions

The following significant events and transactions have occurred during the six-months period:

Repayment loan

On 6 May 2014, the Group entered into a syndicated bank loan facilities agreement ("the Bank Facilities"), with BNP Paribas and ING Bank N.V. as Lead Arrangers, providing for a (i) a €250 million term loan facility and (ii) a €250 million revolving loan facility, both maturing or expiring in three years. On 20 February 2015, Euronext NV entered into the amended and extended facility agreement. Based on this agreement, effectively on 23 March 2015 (i) the undrawn revolving credit facility has been increased with €140 million to €390 million

and (ii) €140 million has been repaid as an early redemption of the €250 million term loan facility. The additional transaction costs of €1 million have been capitalized and will be amortized over the facility expected life, three years to 23 March 2018, resulting in (i) a €390 million undrawn revolving credit facility and (ii) a net non-current borrowing of €108 million as of 30 June 2015. The Bank Facilities include certain covenants and restrictions, applicable to disposal of assets beyond certain thresholds, grant of security interests, incurrence of financial indebtedness, investments, and other transactions. The Bank Facilities also require compliance with a total debt to EBITDA ratio of 2,5 to which the Group complies.

Cannon Bridge House

Historically Liffe was the tenant of the operating lease for the Cannon Bridge House ("CBH") facility, based in London, primarily used by Liffe. On 19 May 2014, in connection with the "Separation" (the Euronext Continental Europe operations spin-off from ICE), the CBH operating lease was reassigned from Liffe to the Group who, as new tenant, became obliged to make rental payments until the expiration of the noncancellable term of the lease in 2017. The onerous lease liability as at 31 December 2014 was €32.8 million. The Group entered into an agreement to surrender the lease on 15 April 2015 for €17.9 million (£13 million). This resulted in the release of the onerous lease liability and a gain in exceptional expense of €14.9 million.

STI plan 2014

On 20 March 2015 Euronext made an unconditional grant of 63.609 RSU's as part of its Short Term Incentive plan, with a graded delivery in 3 years. Due to this unconditional grant the plan has vested immediately and the related total IFRS 2 expenses of €2.4 million have been fully recognised in March 2015.

French restructuring plans (Plans de Sauvegarde de l'Emploi ("PSE"))

In April 2015, as part of the Group restructuring and transformation initiative, the two French entities, Euronext Paris SA and Euronext Technologies SAS initiated and presented to the Unions restructuring plans. These two separate social plans are framed by the relevant legal and administrative process in France. In that context, two information – consultation procedures were launched with the Work Councils and Committees for Health, Safety and Working Conditions for each entity. In accordance with labour law in France, these restructuring plans are subject to approval of DIRECCTE, the labour administrative entity in charge of these procedures in France. A total provision of €22.1 million for these plans is recognised as at 30 June 2015.

4. Significant accounting policies and judgments

The principal accounting policies and critical accounting estimates and judgments applied in the preparation of these Condensed Interim Consolidated Financial Statements are the same as those described in the Consolidated Financial Statements as of and for the year ended 31 December 2014, except for taxes on income in the interim periods which are accrued using the tax rate that would be applicable to expected total annual earnings in each tax jurisdiction.

Segment reporting

Segments are reported in a manner consistent with how the business is operated and reviewed by the chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments. The chief operating decision maker of the Group is the Management Board. The organisation of the Group reflects the high level of mutualisation of resources across geographies and product lines. Operating results are monitored on a group-wide basis and, accordingly, the Group represents one operating segment and one reportable segment. Operating results reported to the Management Board are prepared on a measurement basis consistent with the reported Condensed Interim Consolidated Income Statement.

Adoption of new IFRS standards, amendments and interpretations

The following standards and interpretations have been adopted by the Group as of 1 January 2015. The adoption of these standards and interpretations did not have a material impact on the Condensed Interim Consolidated Financial Statements.

IFRIC 21, 'Levies', sets out the accounting for an obligation to pay a levy if that liability is within the scope of IAS 37 'Provisions'. The interpretation addresses what the obligation event is that gives rise to pay a levy and when a liability should be recognised.

5. Revenue and other income

Third party revenue and other income

In thousands of euros Six months ended Six months ended
30 June 2015 30 June 2014
Listing 34,621 32,537
Trading revenue 123,390 106,200
of which
Cash trading 101,134 83,136
Derivatives trading 22,256 23,064
Market data & indices 49,035 45,436
Post-trade 35,130 21,669
of which
Clearing 25,028 10,587
Custody and Settlement 10,102 11,082
Market solutions & other revenue 17,282 16,695
Other income 708 -
Total third party revenue
and other income 260,166 222,537

The Group's revenue is not subject to significant seasonality patterns, except that there are generally lower trading volumes and listing admissions in August, however trading volumes are subject to potential volatility. The Derivatives Clearing agreement started effectively 1 April 2014. Therefore the comparative figures of the six-months 2014 include only the revenues of Q2 2014 for Clearing.

ICE Transitional revenue and other income

In thousands of euros Six months ended Six months ended
30 June 2015
30 June 2014
IT operations and maintenance
services - Liffe - 12,792
CBH Sublease rent - Liffe - 1,765
Other ancillary services - 1,946
Total ICE transitional revenue
and other income - 16,503

As the transitional services rendered to ICE terminated at the end of 2014, no "ICE transitional Revenue and other income" were recorded over the six months ended 30 June 2015.

6. Salaries and employee benefits

In thousands of euros 30 June 2015 Six months ended Six months ended
30 June 2014
Salaries and other short term benefits (39,726) (45,471)
Social security contributions (13,570) (15,110)
Share-based payment costs (2,990) (523)
Pension cost - defined benefit plans (721) (720)
Pension cost - defined contribution plans (2,014) (2,008)
Total (59,021) (63,832)

The increase in share-based payment costs is related to the unconditional grant of 63.609 RSU's (see Note 3).

In the semi-annual report 2014 Social security contributions (€15,110) and Pension cost – defined contributions plans (€2,008) were reported combined under Social security contribution (€17,118).

7. Depreciation and amortization

In thousands of euros 30 June 2015 Six months ended Six months ended
30 June 2014
Depreciation of tangible fixed assets (4,778) (3,648)
Amortisation of intangible fixed assets (4,275) (5,160)
Total (9,053) (8,808)

8. Other operational expenses

In thousands of euros 30 June 2015 Six months ended Six months ended
30 June 2014
Systems and communications (9,248) (10,238)
Professional services (20,893) (25,575)
Clearing expenses (13,713) (6,387)
Accommodation (7,698) (11,205)
Other expenses (a) (11,670) (11,563)
Total (63,222) (64,968)

(a) Other expenses include marketing, taxes, insurance, travel, professional membership fees, corporate management recharges from the Parent (see Note 13, only impacting 2014 comparative figures), and other expenses.

The Derivatives Clearing agreement started effectively 1 April 2014. Therefore the comparative figures of the sixmonths 2014 include only the expenses of Q2 2014 for Clearing.

9. Exceptional items

In thousands of euros 30 June 2015 Six months ended Six months ended
30 June 2014
Initial public offering costs - (1,729)
Restructuring costs (16,423) (18,158)
Other (1,822) -
Total (18,245) (19,887)

The restructuring costs qualified as exceptional over the six months ended 30 June 2015 include €31.3 million of expenses mainly related to employee termination benefits in the various Euronext locations, costs related to the French restructuring plans (see Note 3) and expenses related to the relocation of the Paris head office. These expenses are offset by a €14.9 million benefit related to the release of the onerous contract provision for Cannon Bridge House (see Note 3).

The other exceptional expenses of €1.8 million consist of cost related to Sungard and a contribution to the Dutch pension fund.

In 2014, the exceptional items consist of €1.7 million expense for costs directly related to the IPO project and €18.2 million of restructuring costs incurred in connection with the Separation, including expenses for employee benefits related to the restructuring of the London IT operations and costs for termination benefits, vesting acceleration of share-based awards, related taxes and discount granted to the employees in the employee offering.

10. Net financing income/(expense)

In thousands of euros 30 June 2015 Six months ended Six months ended
30 June 2014
Interest income 164 238
Interest expense (1,515) (529)
Gain/(loss) on disposal
of treasury investments 113 39
Net foreign exchange (loss)/gain (2,092) (4,197)
Net financing income/(expense) (3,330) (4,449)

11. Result from equity investments

The following table provides the results of long-term equity investments classified as AFS financial assets.

In thousands of euros Six months ended Six months ended
30 June 2015
30 June 2014
Dividend income 3,310 2,850
Results from equity investments 3,310 2,850

12. Income tax expense

Income tax expense for the interim period is recognised by reference to management's estimate of the weighted average income tax rate expected for the full fiscal year, with the exception of discrete "one-off" items which are recorded in full in the interim period. The decrease in effective tax rate from 55% for the six months ended 30 June 2014 to 31% for the six months ended 30 June 2015 is primarily attributable to the discrete items discussed below.

In connection with the Demerger, certain sublicense agreements within IP entities of the Group have been terminated in April 2014. As a consequence of such legal reorganisation, the deferred tax assets held by certain IP entities do no longer meet the recoverability criteria as of 31 March 2014. These deferred tax assets were primarily arising from deductible temporary differences on intangible assets and tax losses carry-forwards. The de-recognition of the related deferred tax assets, which amounted to €15.7 million, was treated as a discrete item in Q1 2014 and thus also impacting the Q2 2014 rate.

13. Related parties

From the IPO on 20 June 2014, the transactions with ICE do not qualify as "related party transactions" under IAS24, consequently only the comparative period ended 30 June 2014 reflect transactions with ICE.

Revenue and operating expenses from Parent

In thousands of euros Six months ended
30 June 2015
Six months ended
30 June 2014
IT revenue sharing - SFTI, Co-location - 1,262 a
Total Market solutions & Other - 1,262
IT operations and maintenance services - Liffe - 12,067 b
CBH Sublease rent - Liffe - 1,377 c
Other ancillary services - 1,835 d
Total ICE transitional revenue and other income (*) - 15,279
Total related party revenue - 16,541
Data center - (5,622) e
Corporate, operations and other IT support - (6,425) f
Total related party operating expenses - (12,047)

(*) The subtotal of ICE transitional revenues for the comparative period reflects the related party position up to the IPO date of 20 June 2014 and is therefore not reconciling to the ICE transitional revenue position in Note 5.

Details of revenue and operating expenses from the Parent for the comparative period were as follows:

  • a) Reflects the commission received from ICE during the second quarter 2014 on SFTI connectivity and co-location technology businesses that have been transferred to ICE end of March 2014.
  • b) Reflects IT support services provided to Liffe for the operation of its derivatives exchange in the UK and the US. For the six months ended 30 June 2014, the recharge was made throughout the period in a manner consistent with a transitional SLA which provides for a flat fee per month based on an agreed-upon service level. This SLA was terminated by the end of 2014.
  • c) Reflects the CBH sublease to Liffe from 19 May 2014, the date of the transfer of the lease to the Group. This subleasing was terminated by the end of 2014.
  • d) Reflects other ancillary support services provided to the Parent for the operation of the Liffe derivatives exchange. These services include Market Data administration, Market Operations, Finance and Human Resources. For the six months ended 30 June 2014, these services were specifically identified and billed in accordance with transitional SLAs.
  • e) Reflects the recharge by the Parent of the cost of using the Londonbased data center and disaster recovery facilities. During the six months ended 30 June 2014, the data center recharge was based on a fixed fee per cabinet used and therefore reflects the actual utilization of the infrastructure by the Group. The disaster recovery center is based in the CBH building.
  • f) Corporate, operations and other IT support are comprised of the following: for the six months ended 30 June 2014, the related party expense reflected various support services received from the Parent pursuant to various transitional SLAs. These support services included: global corporate systems, global web services, support from US IT team, market data administration , market operations, as well as risk, internal audit and regulation. The recharge was based on fixed fees agreed upon for a specified level of service.

Financial transactions with Parent

In thousands of euros Six months ended Six months ended
30 June 2015 30 June 2014

Income and expenses

Related party interest income - 119
Related party interest expense - (235)
Net interest (expense)/income from Parent - (116)

14. Geographical information

In thousands of euros France Netherlands UK Belgium Portugal Total
Six months ended 30 June 2015
Third party revenue (a) 156,824 68,972 1,196 14,868 18,306 260,166
ICE Transitional revenue and other income (b) - - - - - -
Six months ended 30 June 2014
Third party revenue (a) 128,745 60,692 660 12,700 19,740 222,537
ICE Transitional revenue and other income (b) 13,150 987 2,366 - - 16,503

(a) Trading, listing and market data revenue is attributed to the country where the exchange is domiciled. Other revenue is attributed to the billing entity.

(b) Related party revenue is billed by a French entity, however the majority of the related operations are based in the UK.

As the transitional services rendered to ICE terminated at the end of 2014, no "ICE transitional Revenue and other income" were recorded over the six months ended 30 June 2015.

15. Shareholders' equity

Prior to the Demerger – Parent's net investment

The separate legal entities that comprise the Group were not held by a single legal entity prior to the Demerger and, consequently, Parent's net investment was shown in lieu of Shareholders' equity in these financial statements. Parent's net investment represents the cumulative net investment by the Parent in the combined entities forming the Group through the date of the Demerger.

Post the Demerger – Shareholders' equity

The Company issued 70,000,000 Ordinary Shares in connection with the Demerger. Upon the completion of the Demerger, the Parent's net investment was converted into Shareholders' equity. The Parent's net investment was converted as follows:

  • Issued share capital: issued share capital was established at €112.0 million, based on the par value of €1.60 per share for the 70.0 million shares issued in connection with the Demerger;
  • Share premium: the remaining Parent's net investment, after recording issued share capital, was reflected as share premium.

As of 30 June 2015, the Company has 125,000,000 authorised ordinary shares and 70,000,000 issued and outstanding ordinary shares each with a nominal value of €1,60 per share. The fully paid ordinary shares carry one vote per share and rights to dividends, if declared. The Group's ability to declare dividends is limited to distributable reserves as defined by Dutch law. The Company also has one priority share authorized (with a nominal value of €1,60) and no priority share outstanding.

Dividend

On 6 May 2015, the Annual General Meeting of shareholders voted for the adoption of the proposed €0.84 dividend per ordinary share. On 13 May 2015, a dividend of €58.8 million has been paid to the shareholders of Euronext N.V.

16. Earnings per Share

Basic

Earnings per share are computed by dividing profit attributable to the shareholders of the Company by the weighted average number of shares outstanding for the period. The earnings per share for the periods prior to the Demerger were computed as if the shares issued at Demerger were outstanding for all periods before the IPO. The number of shares used for the six months ended 30 June 2015 was 69,966,670 and 30 June 2014 were 70,000,000, which is the number of shares issued in connection with the Demerger.

Diluted

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. For the share plans the dilution was determined by the number of shares that could have been acquired at fair value (determined as the average quarterly market price of Euronext's shares) based on the fair value (measured in accordance with IFRS 2) of any services to be supplied to Euronext in the future under the share plan. The number of shares used for the diluted earnings per share for the six months ended 30 June 2015 were 70,264,538.

17. Fair value of financial instruments

The table below analyses financial instrument carried at fair value, by valuation method. The different levels have been defined as follows:

  • Level 1: quoted prices in active markets for identical assets or liabilities
  • Level 2: inputs that are based on observable market data, directly or indirectly
  • Level 3: unobservable inputs
In thousands of euros Level 1 Level 2 Level 3
As at 30 June 2015
Equity investments
- - 113,596
As at 31 December 2014
Equity investments - - 113,596

As of 30 June 2015, there has been no material change in the valuation techniques used for the determination of the fair value of investments in unlisted equity securities, as compared to last year-end.

The fair values of trade and other receivables and payables approximate their carrying amounts. The fair values of borrowings approximate their carrying amounts.

18. Contingencies

The Group is involved in a number of legal proceedings that have arisen in the ordinary course of Euronext's business. Other than as discussed below, there are no changes compared to what has been reported in Note 31 "Contingencies" of the Group's Consolidated Financial Statements 2014.

Proprietary Traders ("négociateurs pour compte propre")

Fifty four individual proprietary traders licensed to operate on the futures market of Euronext Paris (MATIF) commenced legal proceedings against Euronext before the Paris Commercial Court in November 2005. The plaintiffs allege that Euronext committed several breaches to their contract and claim that they have suffered an alleged prejudice amounting to a total amount of € 90.5 million.

The Paris Commercial Court dismissed the claim in January 2008 and no damages were awarded to the plaintiffs. The individual proprietary traders appealed the decision before the Paris Court of Appeals. On 14 January 2011, the Paris Court of Appeals rendered an interlocutory decision ("décision avant dire droit") to order the appointment of two experts.

The experts issued a technical report in March 2014 to the Paris Court of Appeals on the facts alleged by the claimants and to estimate the potential damages incurred by them in the event that the Paris Court of Appeals finds that Euronext is liable.

On 8 June 2015, the Court of Appeal has confirmed the decision of the Commercial Court and rejected the claims made by the NCPs.

19. Events after the reporting period

No event occurred between 30 June 2015 and the date of this report that could have a material impact on the economic decisions made based on these financial statements.

Amsterdam, July 30, 2015

Jos Dijsselhof

Interim Chief Executive Officer and Chief Operating Officer

Amaury Dauge

Chief Financial Officer

Management statement

The Company Management hereby declares that to the best of its knowledge:

  • The interim condensed consolidated financial statements prepared in accordance with IAS 34 "Interim Financial Reporting", give a true and fair view of the assets, liabilities, financial position and profit or loss of Euronext N.V. and the undertakings included in the consolidated as a whole; and
  • The semi-annual report includes a fair review of the information required pursuant to section 5:25d(8 (9) of the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht)

Amsterdam, 30 July 2015

Jos Dijsselhof Amaury Dauge Interim Chief Executive Officer Chief Financial Officer and Chief Operating Officer

Appendix: Review Report of the Independent Auditors

Review report

To the managing board of Euronext N.V.

Introduction

We have reviewed the accompanying condensed consolidated interim financial information for the six-month period ended 30 June 2015 of Euronext N.V., Amsterdam, which comprises the condensed consolidated balance sheet as at 30 June 2015, the condensed consolidated income statement, the condensed consolidated statement of comprehensive income, the condensed consolidated statement of changes in equity, the condensed consolidated statement of cash flows and the selected explanatory notes for the six-month period then ended. The managing board is responsible for the preparation and presentation of this (condensed) interim financial information in accordance with IAS 34, 'Interim Financial Reporting' as adopted by the European Union. Our responsibility is to express a conclusion on this interim financial information based on our review.

Scope

We conducted our review in accordance with Dutch law including standard 2410, Review of Interim Financial Information Performed by the Independent Auditor of the company. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with auditing standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated interim financial information as at 30 June 2015 is not prepared, in all material respects, in accordance with IAS 34, 'Interim Financial Reporting' as adopted by the European Union.

Amsterdam, 30 July 2015 PricewaterhouseCoopers Accountants N.V.

Original has been signed by H.C. Wüst RA

PricewaterhouseCoopers Accountants N.V., Thomas R. Malthusstraat 5, 1066 JR Amsterdam, P.O. Box 90357, 1006 BJ Amsterdam, The Netherlands T: +31 (0) 88 792 00 20, F: +31 (0) 88 792 96 40, www.pwc.nl

'PwC' is the brand under which PricewaterhouseCoopers Accountants N.V. (Chamber of Commerce 34180285), PricewaterhouseCoopers Belastingadviseurs N.V. (Chamber of Commerce 34180284), PricewaterhouseCoopers Advisory N.V. (Chamber of Commerce 34180287), PricewaterhouseCoopers Compliance Services B.V. (Chamber of Commerce 51414406), PricewaterhouseCoopers Pensions, Actuarial & Insurance Services B.V. (Chamber of Commerce 54226368), PricewaterhouseCoopers B.V. (Chamber of Commerce 34180289) and other companies operate and provide services. These services are governed by General Terms and Conditions ('algemene voorwaarden'), which include provisions regarding our liability. Purchases by these companies are governed by General Terms and Conditions of Purchase ('algemene inkoopvoorwaarden'). At www.pwc.nl more detailed information on these companies is available, including these General Terms and Conditions and the General Terms and Conditions of Purchase, which have also been filed at the Amsterdam Chamber of Commerce.

This publication is for information purposes only and is not a recommendation to engage in investment activities. This publication is provided "as is" without representation or warranty of any kind. Whilst all reasonable care has been taken to ensure the accuracy of the content, Euronext does not guarantee its accuracy or completeness. Euronext will not be held liable for any loss or damages of any nature ensuing from using, trusting or acting on information provided. No information set out or referred to in this publication shall form the basis of any contract. The creation of rights and obligations in respect of financial products that are traded on the exchanges operated by Euronext's subsidiaries shall depend solely on the applicable rules of the market operator. All proprietary rights and interest in or connected with this publication shall vest in Euronext. No part of it may be redistributed or reproduced in any form without the prior written permission of Euronext. All data as of 30 July 2015 Euronext disclaims any duty to update this information. Euronext refers to Euronext N.V. and its affiliates. Information regarding trademarks and intellectual property rights of Euronext is located at https://www.euronext.com/terms-use.

© 2015, Euronext N.V. – All rights reserved.

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