Earnings Release • Nov 6, 2012
Earnings Release
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CONTACT ‐ Media: CONTACT ‐ Investor Relations: nyx.com
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‐‐ Third Quarter GAAP Diluted EPS of \$0.44 vs. \$0.76 in Prior Year ‐‐
‐‐ Non‐GAAP Diluted EPS of \$0.44 Excluding Merger Expenses, Exit Costs and Discrete Tax Items ‐‐
‐‐ Project 14 Accelerating and Gaining Traction ‐‐
‐‐ Global Leader in IPOs Year‐to‐Date; Pipeline Strong ‐‐
‐‐ Refinanced Portion of Outstanding Debt, Annualized Cost Savings of \$24 Million Anticipated in 2014 ‐‐
‐‐ A Total of 16 Million Shares Repurchased Year‐to‐Date ‐‐
All comparisons versus 3Q11 unless otherwise stated. Excludes merger expenses, exit costs and discrete tax items. 2 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.
NEW YORK – November 6, 2012 – NYSE Euronext (NYX) today reported net income of \$108 million, or \$0.44 per diluted share, for the third quarter of 2012, compared to net income of \$200 million, or \$0.76 per diluted share, for the third quarter of 2011. Results for the third quarter of 2012 and 2011 include \$18 million and \$29 million, respectively, of pre‐tax merger expenses and exit costs. In the third quarter of 2012, our GAAP effective tax rate included a discrete net deferred tax benefit of approximately \$12 million, principally related to the enacted reduction in the corporate tax rate from 25% to 23% in the United Kingdom. Excluding merger expenses, exit costs and discrete tax items, net income in the third quarter of 2012 was \$108 million, or \$0.44 per diluted share, compared to \$186 million, or \$0.71 per diluted share, in the third quarter of 2011.
"In the third quarter, we continued to execute against our strategy and deliver on our multi‐year growth commitments, known as Project 14, which we believe will drive a step‐up in the underlying earnings power of the company in the coming years, even if trading volumes remain lackluster," said Duncan L. Niederauer, CEO, NYSE Euronext. "We are investing in future growth drivers like NYSE Clearing and this quarter we launched new futures contracts based on MSCI global indices and the Russell Europe SMID 300 Index. Additionally, we are moving into adjacencies in the governance and compliance segment with our acquisition of Corpedia. Turning to the efficiency stream of Project 14, we are diligently pulling costs out of the platform with expenses running solidly below prior year levels. Lastly, we are continuing to return capital to our investors through dividends and share repurchases."
| % Δ 3Q12 | Year-to-Date | % Δ YTD '12 | |||||
|---|---|---|---|---|---|---|---|
| (\$ in millions, except EPS) | 3Q12 | 2Q12 | 3Q11 | vs. 3Q11 | 2012 | 2011 | vs. YTD '11 |
| Total Revenues2 | \$902 | \$986 | \$1,258 | (28%) | \$2,840 | \$3,498 | (19%) |
| Total Revenues, Less Transaction-Based Expenses3 | 559 | 602 | 704 | (21%) | 1,762 | 2,044 | (14%) |
| Other Operating Expenses 4 | 388 | 396 | 416 | (7%) | 1,189 | 1,251 | (5%) |
| Operating Income 4 | \$171 | \$206 | \$288 | (41%) | \$573 | \$793 | (28%) |
| Net Income4 | \$108 | \$128 | \$186 | (42%) | \$357 | \$522 | (32%) |
| Diluted Earnings Per Share4 | \$0.44 | \$0.51 | \$0.71 | (38%) | \$1.41 | \$1.98 | (29%) |
| Operating Margin | 31% | 34% | 41% | (10 ppts) | 33% | 39% | (6 ppts) |
| Adjusted EBITDA Margin | 42% | 45% | 51% | (9 ppts) | 44% | 49% | (5 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, disposal activities and discrete tax items.
"Our results for the quarter reflect the traction that we are gaining with our efficiency efforts. Against our Project 14 goals, we have taken \$82 million out of our expense base year‐to‐date, which exceeds our 2012 objective of saving 25% of the total \$250 million cost reduction plan. This puts us ahead of our full‐year 2012 cost guidance," commented Michael S. Geltzeiler, Group Executive Vice President and CFO, NYSE Euronext. "Turning to the capital front, we restructured our investment in Qatar, avoiding \$80 million in future payments, we repurchased 16 million shares year‐to‐date and we refinanced a portion of our outstanding debt at very attractive levels. The latter will result in annual run‐rate interest expense savings of approximately \$15 million and \$24 million in 2013 and 2014, respectively. All of these actions are repositioning the company for an anticipated return to growth."
Total revenues, less transaction‐based expenses, which include Section 31 fees, liquidity payments and routing and clearing fees (net revenue), were \$559 million in the third quarter of 2012, down \$145 million, or 21% compared to the third quarter of 2011 and included a \$20 million negative impact from foreign currency fluctuations. The \$125 million decrease in net revenue, on a constant currency basis, compared to the third quarter of 2011 was primarily driven by lower average daily volumes ("ADV"), mostly attributable to the derivatives business. Third quarter of 2011 financial results benefited from extreme market volatility in Europe and the U.S. driven by the European sovereign debt crisis and the U.S. debt ceiling issue. Market volatility since the third quarter of 2011 has significantly declined, reaching multi‐year lows in August of 2012.
Other operating expenses, excluding merger expenses and exit costs, were \$388 million in the third quarter of 2012, down \$28 million, or 7% compared to the third quarter of 2011. Excluding the impact of new business initiatives and a \$10 million positive impact attributable to foreign currency fluctuations, other operating expenses were down \$29 million, or 7%, compared to the third quarter of 2011. Year‐to‐date on the same basis, other expenses are running \$65 million, or 5% below prior year levels.
Year‐to‐date, Project 14 savings are \$82 million, which represents 33% of the total \$250 million expected to be saved by the end of 2014, running well above the 25%, or \$63 million, expected for the full‐year 2012.
Operating income, excluding merger expenses and exit costs, was \$171 million, down \$117 million, or 41% compared to the third quarter of 2011 and included a \$10 million negative impact attributable to foreign currency fluctuations.
Adjusted EBITDA, excluding merger expenses and exit costs, was \$235 million, down \$125 million, or 35% compared to the third quarter of 2011. Adjusted EBITDA margin was 42% in the third quarter of 2012, compared to 51% in the third quarter of 2011.
Loss from associates is primarily related to New York Portfolio Clearing. Net (income) loss attributable to noncontrolling 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.
Based on current projections for profits and changes to UK tax rates, we now expect our non‐GAAP effective tax rate to be 24% for the full‐year 2012. In the third quarter of 2012, the 21% effective tax rate reflects a tax rate true‐up to adjust the year‐to‐date tax rate to 24% from 25%, which added \$0.02 to third quarter 2012 diluted earnings per share.
The weighted average diluted shares outstanding in the third quarter of 2012 was 247 million, down from 263 million in third quarter of 2011. During the third quarter of 2012, a total of 4.7 million shares were repurchased at an average price of \$25.46 per share and year‐to‐date a total of 15.9 million shares have been repurchased at an average price of \$26.66. The current repurchase authorization had \$128 million remaining as of September 30, 2012.
At September 30, 2012, total debt was \$2.5 billion. Cash, cash equivalents and short term financial investments (including \$24 million related to Section 31 fees collected from market participants and due to the SEC) were \$0.4 billion and net debt was \$2.1 billion at the end of the third quarter of 2012. The ratio of debt‐to‐EBITDA at the end of the third quarter of 2012 was 2.4.
On October 5, 2012 NYSE Euronext closed on the public offering of \$850 million 2.00% notes due in October 2017. The proceeds from this offering were used to fund the purchase of \$336 million of our outstanding \$750 million 4.80% notes due in June 2013 and €80 million of our €1 billion 5.375% notes due in June 2015 and for other general corporate purposes, including the reduction in outstanding commercial paper. The refinancing is expected to save an annualized \$15 million and \$24 million in interest expense in 2013 and 2014, respectively.
Total capital expenditures were \$41 million in the third quarter of 2012 and \$125 million year‐to‐date.
Headcount as of September 30, 2012 of 3,061 was 16 below year‐end 2011 levels despite the addition of 99 employees from the acquisition of Corpedia in June of 2012.
The Board of Directors declared a cash dividend of \$0.30 per share for the fourth quarter of 2012. The fourth quarter 2012 dividend is payable on December 28, 2012 to shareholders of record as of the close of business on December 14, 2012. The anticipated ex‐date will be December 12, 2012.
| 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 | ||
| 3Q12 | \$164 | \$68 | \$78 | \$282 | \$104 | \$145 | \$113 | \$23 | \$36 |
| 2Q12 | \$182 | \$85 | \$95 | \$300 | \$127 | \$170 | \$119 | \$27 | \$40 |
| 3Q11 | \$226 | \$129 | \$140 | \$353 | \$155 | \$202 | \$125 | \$31 | \$45 |
| YTD 2012 | \$522 | \$232 | \$262 | \$886 | \$350 | \$476 | \$353 | \$78 | \$118 |
| YTD 2011 | \$675 | \$387 | \$427 | \$1,008 | \$408 | \$547 | \$363 | \$95 | \$128 |
Below is a summary of business segment results:
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 net revenue of \$164 million in the third quarter of 2012 decreased \$62 million, or 27% compared to the third quarter of 2011 and included a \$4 million negative impact from foreign currency fluctuations. The \$58 million decrease in derivatives net revenue, on a constant currency basis, compared to the third quarter of 2011, was driven by lower average daily trading volumes. While market conditions continue to be challenging for derivatives trading, the third quarter of 2012 was a strong quarter for new product development and growth initiatives which will benefit the company in the future:
Cash Trading and Listings net revenue of \$282 million in the third quarter of 2012 decreased \$71 million, or 20% compared to the third quarter of 2011 and included an \$11 million negative impact from foreign currency fluctuations. The \$60 million decrease in net revenue, on a constant currency basis, compared to the third quarter of 2011 was primarily driven by lower average daily trading volumes.
Information Services and Technology Solutions revenue was \$113 million in the third quarter of 2012, a decrease of \$12 million, or 10% compared to the third quarter of 2011 and included a \$5 million negative impact from foreign currency fluctuations. Net revenue in the third quarter of 2011 included \$5 million in onetime sales to the Tokyo and Warsaw Stock Exchanges. The \$2 million decrease in revenue, on a constant currency basis, excluding the onetime sales, compared to the third quarter of 2011, was driven by declines in enterprise software and market solutions revenue. The decline in revenue year‐over‐year is the result of the challenging environment for financial services technology sales which has delayed client decisions on purchases of software and connectivity services. To drive the business forward, NYSE Technologies appointed Jon Robson as its new Chief Executive Officer. Based in New York, he reports to Dominique Cerutti, President & Deputy CEO, NYSE Euronext. Highlights for the third quarter of 2012 included:
The accompanying tables include information integral to assessing the Company's financial performance.
A presentation and live audio webcast of the third quarter 2012 earnings conference call will be available on the Investor Relations section of NYSE Euronext's website, http://www.nyseeuronext.com/ir. Those wishing to listen to the live conference via telephone should dial‐in at least ten minutes before the call begins. An audio replay of the conference call will be available approximately one hour after the call on the Investor Relations section of NYSE Euronext's website, http://www.nyseeuronext.com/ir or by dial‐in beginning approximately two hours following the conclusion of the live call.
Live Dial‐in Information: United States: 800.510.0146 International: 617.614.3449 Passcode: 90239424
Replay Dial‐in Information: United States: 888.286.8010 International: 617.801.6888 Passcode: 14297656
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, the BlueNext tax settlement, disposal activities 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.
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. NYSE Euronext is in the S&P 500 index. For more information, please visit: http://www.nyx.com.
This press release may contain forward‐looking statements, including forward‐looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward‐looking statements include, but are not limited to, statements concerning NYSE Euronext's plans, objectives, expectations and intentions and other statements that are not historical or current facts. Forward‐looking statements are based on NYSE Euronext's current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward‐looking statements. Factors that could cause NYSE Euronext's results to differ materially from current expectations include, but are not limited to: NYSE Euronext's ability to implement its strategic initiatives, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk and U.S. and global competition, and other factors detailed in NYSE Euronext's 2011 Annual Report on Form 10‐K and other periodic reports filed with the U.S. Securities and Exchange Commission or the French Autorité des Marchés Financiers. In addition, these statements are based on a number of assumptions that are subject to change. Accordingly, actual results may be materially higher or lower than those projected. The inclusion of such projections herein should not be regarded as a representation by NYSE Euronext that the projections will prove to be correct. This press release speaks only as of this date. NYSE Euronext disclaims any duty to update the information herein.
Condensed consolidated statements of income (unaudited) (in millions, except per share data)
| Three months ended | Nine months ended Sept. 30, | ||||
|---|---|---|---|---|---|
| Sept. 30, 2012 | June 30, 2012 | Sept. 30, 2011 | 2012 | 2011 | |
| Revenues | |||||
| Transaction and clearing fees | \$ 570 |
\$ 649 |
\$ 904 |
1,828 \$ | 2,461 \$ |
| Market data | 85 | 87 | 93 | 263 | 281 |
| Listing | 112 | 112 | 113 | 334 | 334 |
| Technology services | 81 | 87 | 92 | 254 | 263 |
| Other revenues | 54 | 51 | 56 | 161 | 159 |
| Total revenues | 902 | 986 | 1,258 | 2,840 | 3,498 |
| Transaction-based expenses: | |||||
| Section 31 fees | 74 | 86 | 109 | 226 | 287 |
| Liquidity payments, routing and clearing | 269 | 298 | 445 | 852 | 1,167 |
| Total revenues, less transaction-based expenses | 559 | 602 | 704 | 1,762 | 2,044 |
| Other operating expenses | |||||
| Compensation | 145 | 152 | 160 | 457 | 480 |
| Depreciation and amortization | 64 | 66 | 72 | 196 | 212 |
| Systems and communications | 44 | 44 | 46 | 133 | 143 |
| Professional services | 76 | 69 | 77 | 218 | 219 |
| Selling, general and administrative | 59 | 65 | 61 | 185 | 197 |
| Merger expenses and exit costs | 18 | 12 | 29 | 61 | 68 |
| Total other operating expenses | 406 | 408 | 445 | 1,250 | 1,319 |
| Operating income | 153 | 194 | 259 | 512 | 725 |
| Net interest and investment income (loss) | (28) | (28) | (29) | (84) | (88) |
| Loss from associates | (2) | (2) | (2) | (5) | (5) |
| Net loss on disposal activities | - | (2) | - | (2) | - |
| Other income (loss) | 1 | 3 | (1) | 4 | - |
| Income before income taxes | 124 | 165 | 227 | 425 | 632 |
| Income tax provision | (12) | (34) | (21) | (91) | (126) |
| Net income | 112 | 131 | 206 | 334 | 506 |
| Net (income) loss attributable to noncontrolling interest | (4) | (6) | (6) | (14) | 2 |
| Net income attributable to NYSE Euronext | \$ 108 |
\$ 125 |
\$ 200 |
320 \$ | 508 \$ |
| Basic earnings per share attributable to NYSE Euronext | \$ 0.44 |
\$ 0.50 |
\$ 0.76 |
1.27 \$ | 1.94 \$ |
| Diluted earnings per share attributable to NYSE Euronext | \$ 0.44 |
\$ 0.49 |
\$ 0.76 |
1.26 \$ | 1.93 \$ |
| Basic weighted average shares outstanding | 246 | 252 | 262 | 252 | 262 |
| Diluted weighted average shares outstanding | 247 | 253 | 263 | 253 | 263 |
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 Sept. 30, | |||||
|---|---|---|---|---|---|---|
| Non-GAAP Reconciliation | Sept. 30, 2012 | June 30, 2012 | Sept. 30, 2011 | 2012 | 2011 | |
| Income (loss) before income taxes - GAAP | \$ 124 |
\$ 165 |
\$ 227 |
425 \$ | 632 \$ | |
| Excluding: | ||||||
| Merger expenses and exit costs | 18 | 12 | 29 | 61 | 68 | |
| Net loss on disposal activities | - | 2 | - | 2 | - | |
| Income before income taxes - as adjusted | 142 | 179 | 256 | 488 | 700 | |
| Income tax provision | (30) | (45) | (64) | (117) | (180) | |
| Net income - as adjusted | 112 | 134 | 192 | 371 | 520 | |
| Net (income) loss attributable to noncontrolling interest | (4) | (6) | (6) | (14) | 2 | |
| Net income attributable to NYSE Euronext - as adjusted | \$ 108 |
\$ 128 |
\$ 186 |
357 \$ | 522 \$ | |
| Diluted earnings per share attributable to NYSE Euronext | \$ 0.44 |
\$ 0.51 |
\$ 0.71 |
1.41 \$ | 1.98 \$ |
| Three months ended | Segment Results (unaudited) (in millions) |
Three months ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, 2012 | September 30, 2011 | |||||||||||||||
| Services and Information |
Corporate | Cash | Services and Information |
|||||||||||||
| Derivatives | Cash Trading and Listings |
Technology Solutions |
Eliminations and |
Consolidated | Derivatives | Trading and Listings |
Technology Solutions |
Corporate and Eliminations |
Consolidated | |||||||
| Transaction and clearing fees Revenues |
\$ | 198 | 372 \$ |
\$ | - | - \$ |
\$ | 570 | \$ 288 |
616 \$ |
\$ | - | \$ - |
\$ | 904 | |
| Market data | 11 | 42 | 32 | - | 85 | 11 | 49 | 33 | - | 93 | ||||||
| Listing | - | 112 | - | - | 112 | - | 113 | - | - | 113 | ||||||
| Technology services | - | - | 81 | - | 81 | - | - | 92 | - | 92 | ||||||
| Total revenues Other revenues |
220 11 |
43 569 |
113 - |
- - |
54 902 |
9 308 |
825 | 47 | 125 - |
- - |
56 1,258 |
|||||
| Transaction-based expenses: | ||||||||||||||||
| Section 31 fees | 56 - |
74 213 |
- | - | 74 269 |
82 - |
109 363 |
- | - | 109 | ||||||
| Total revenues, less transaction-based expenses Liquidity payments, routing and clearing |
164 | 282 | 113 - |
- - |
559 | 226 | 353 | 125 - |
- - |
445 704 |
||||||
| Depreciation and amortization | [a] | 10 | 41 | 13 | - | 64 | 11 | 47 | 14 | - | 72 | |||||
| Merger expenses and exit costs (M&E) | [b] | 13 | 2 | 2 | 1 | 18 | 1 | 6 | 2 | 20 | 29 | |||||
| Other operating expenses | 86 | 137 | 77 | 24 | 324 | 86 | 151 | 80 | 27 | 344 | ||||||
| Operating income - GAAP | [c] | \$ | 55 | 102 \$ |
\$ | 21 | (25) \$ |
\$ | 153 | \$ 128 |
149 \$ |
\$ | 29 | \$ (47) |
\$ | 259 |
| Operating income excluding M&E | [c] + [b] | \$ | 68 | 104 \$ |
\$ | 23 | (24) \$ |
\$ | 171 | \$ 129 |
155 \$ |
\$ | 31 | \$ (27) |
\$ | 288 |
| Adjusted EBITDA | [c] + [a] + [b] | \$ | 78 | 145 \$ |
\$ | 36 | (24) \$ |
\$ | 235 | \$ 140 |
202 \$ |
\$ | 45 | \$ (27) |
\$ | 360 |
| Operating margin excluding M&E | 41% | 37% | 20% | N/M | 31% | 57% | 44% | 25% | N/M | 41% | ||||||
| Adjusted EBITDA margin | 48% | 51% | 32% | N/M | 42% | 62% | 57% | 36% | N/M | 51% | ||||||
| Nine months ended September 30, 2012 |
Nine months ended September 30, 2011 |
|||||||||||||||
| Information | Information | |||||||||||||||
| Services and | Corporate | Cash | Services and | |||||||||||||
| Derivatives | Cash Trading and Listings |
Technology Solutions |
Eliminations and |
Consolidated | Derivatives | Trading and Listings |
Technology Solutions |
Corporate and Eliminations |
Consolidated | |||||||
| Revenues | ||||||||||||||||
| Transaction and clearing fees | \$ | 623 | 1,205 \$ |
\$ | - | - \$ |
\$ | 1,828 | \$ 825 |
1,636 \$ |
\$ | - | \$ - |
\$ | 2,461 | |
| Market data | 33 | 131 | 99 | - | 263 | 35 | 147 | 99 | - | 281 | ||||||
| Listing | - | 334 | - | - | 334 | - | 334 | - | - | 334 | ||||||
| Technology services | - | - | 254 | - | 254 | - | - | 264 | (1) | 263 | ||||||
| Total revenues Other revenues |
689 33 |
127 | 353 - |
1 1 |
161 | 31 891 |
129 | 363 - |
(1) | 159 | ||||||
| Transaction-based expenses: | 1,797 | 2,840 | 2,246 | (2) | 3,498 | |||||||||||
| Section 31 fees | - | 226 | - | - | 226 | - | 287 | - | - | 287 | ||||||
| Liquidity payments, routing and clearing | 167 | 685 | - | - | 852 | 216 | 951 | - | - | 1,167 | ||||||
| Total revenues, less transaction-based expenses | 522 | 886 | 353 | 1 | 1,762 | 675 | 1,008 | 363 | (2) | 2,044 | ||||||
| Depreciation and amortization | [a] | 30 | 126 | 40 | - | 196 | 40 | 139 | 33 | - | 212 | |||||
| Merger expenses and exit costs (M&E) | [b] | 21 | 15 | 12 | 13 | 61 | 3 | 11 | 4 | 50 | 68 | |||||
| Other operating expenses | 260 | 410 | 235 | 88 | 993 | 248 | 461 | 235 | 95 | 1,039 | ||||||
| Operating income - GAAP | [c] | \$ | 211 | 335 \$ |
\$ | 66 | (100) \$ |
\$ | 512 | \$ 384 |
397 \$ |
\$ | 91 | \$ (147) |
\$ | 725 |
| Operating income excluding M&E | [c] + [b] | \$ | 232 | 350 \$ |
\$ | 78 | (87) \$ |
\$ | 573 | \$ 387 |
408 \$ |
\$ | 95 | \$ (97) |
\$ | 793 |
| Adjusted EBITDA | [c] + [a] + [b] | \$ | 262 | 476 \$ |
\$ | 118 | (87) \$ |
\$ | 769 | \$ 427 |
547 \$ |
\$ | 128 | \$ (97) |
\$ | 1,005 |
| Operating margin excluding M&E | 44% | 40% | 22% | N/M | 33% | 57% | 40% | 26% | N/M | 39% | ||||||
| Adjusted EBITDA margin | 50% | 54% | 33% | N/M | 44% | 63% | 54% | 35% | N/M | 49% | ||||||
NYSE Euronext
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. We use non-GAAP financial measures of operating performance. Non-GAAP measures do not replace and are not superior to the presentation of
| Expense Base Development on a Constant \$ / Constant Portfolio Basis | ||
|---|---|---|
| Fixed operating expenses for the three months ended September 30, 2012 - GAAP | \$ 406 |
|
| Less: Merger expenses and exit costs |
(18) | |
| Excluding the impact of: | \$ 388 |
|
| Currency translation | 10 | |
| New business initiatives | (11) | |
| Fixed operating expenses for the three months ended September 30, 2012 - as adjusted | \$ 387 |
[a] |
| Fixed operating expenses for the three months ended September 30, 2011 - GAAP Less: |
\$ 445 |
|
| Merger expenses and exit costs | (29) | |
| \$ 416 |
[b] | |
| Variance (\$) | \$ (29) |
[a] - [b] = [c] |
| Variance (%) | -7% | [c] / [b] |
| Fixed operating expenses for the nine months ended September 30, 2012 - GAAP | \$ 1,250 |
|
| Less: | ||
| Merger expenses and exit costs | (61) \$ 1,189 |
|
| Excluding the impact of: | ||
| Currency translation | 26 | |
| New business initiatives | (29) | |
| Fixed operating expenses for the nine months ended September 30, 2012 - as adjusted | \$ 1,186 |
[a] |
| Fixed operating expenses for the nine months ended September 30, 2011 - GAAP | \$ 1,319 |
|
| Less: | ||
| Merger expenses and exit costs | (68) | |
| \$ 1,251 |
[b] | |
| Variance (\$) | \$ (65) |
[a] - [b] = [c] |
| Variance (%) | -5% | [c] / [b] |
| Expense Base Development Versus Project 14 Cost Savings Plan | ||
| Fixed operating expenses for the nine months ended September 30, 2012 - GAAP Less: |
\$ 1,250 |
|
| Merger expenses and exit costs | (61) | |
| New business initiatives | (31) | |
| Currency translation (1) | 11 | |
| Fixed operating expenses for the nine months ended September 30, 2012 - as adjusted | \$ 1,169 |
[a] |
| Fixed operating expenses for the nine months ended September 30, 2011 - GAAP Less: |
\$ 1,319 |
|
| Merger expenses and exit costs | (68) | |
| Fixed operating expenses for the nine months ended September 30, 2011 - as adjusted | \$ 1,251 |
[b] |
| Year to Date Project 14 Cost Savings - (\$) | \$ 82 |
[b]-[a] = [c] |
| Year to Date Project 14 Cost Savings - (%) | 7% | [c] / [b] |
| Project 14 Cost Savings to date as % of total \$250 million plan | 33% |
(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.
(in millions)
| September | December | |
|---|---|---|
| 30, 2012 | 31, 2011 | |
| Assets | ||
| Current assets: | ||
| Cash, cash equivalents, and short term financial investments | \$ 341 |
\$ 432 |
| Accounts receivable, net | 477 | 497 |
| Deferred income taxes | 71 | 108 |
| Other current assets | 160 | 152 |
| Total current assets | 1,049 | 1,189 |
| Property and equipment, net | 944 | 963 |
| Goodwill | 4,139 | 4,027 |
| Other intangible assets, net | 5,715 | 5,697 |
| Deferred income taxes | 535 | 594 |
| Other assets | 577 | 637 |
| Total assets | \$ 12,959 |
\$ 13,107 |
| Liabilities and equity | ||
| Accounts payable and accrued expenses | \$ 650 |
\$ 992 |
| Deferred revenue | 225 | 130 |
| Short term debt | 866 | 39 |
| Deferred income taxes | 3 | 23 |
| Total current liabilities | 1,744 | 1,184 |
| Long term debt | 1,616 | 2,036 |
| Deferred income taxes | 1,898 | 1,900 |
| Accrued employee benefits | 562 | 620 |
| Deferred revenue | 373 | 371 |
| Other liabilities | 25 | 63 |
| Total liabilities | 6,218 | 6,174 |
| Redeemable noncontrolling interest | 281 | 295 |
| Equity | 6,460 | 6,638 |
| Total liabilities and equity | \$ 12,959 |
\$ 13,107 |
| NYSE Euronext Selected Statistical Data: Volume Summary |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Average Daily Volume | Total Volume | Total Volume | |||||||||||
| (Unaudited) | 3Q12 | 2Q12 | % ∆ 3Q12 vs. 2Q12 |
3Q11 | % ∆ 3Q12 vs. 3Q11 |
3Q12 | 2Q12 | % ∆ 3Q12 vs. 2Q12 |
3Q11 | % ∆ 3Q12 vs. 3Q11 |
YTD 2012 | YTD 2011 | % ∆ |
| Number of Trading Days - European Cash | 65 | 62 | 66 | 65 | 62 | 66 | 192 | 193 | |||||
| Number of Trading Days - European Derivatives | 65 | 63 | 66 | 65 | 63 | 66 | 193 | 193 | |||||
| Number of Trading Days - U.S. Markets | 63 | 63 | 64 | 63 | 63 | 64 | 188 | 189 | |||||
| European Derivatives Products (contracts in thousands) of which Bclear |
3,386 829 |
4,654 1,743 |
-27.2% -52.5% |
4,349 826 |
-22.1% 0.3% |
219,866 53,856 |
293,182 109,827 |
-25.0% -51.0% |
287,064 54,508 |
-23.4% -1.2% |
729,643 207,412 |
917,115 237,718 |
-20.4% -12.7% |
| Avg. Net Revenue Per Contract (ex. Bclear) Avg. Net Revenue Per Contract (ex. Bclear) - Currency Neutral \$ 0.657 \$ 0.673 |
\$ 0.657 \$ 0.674 | -2.5% \$ 0.679 -2.4% \$ 0.666 |
-3.2% -1.4% |
\$ 0.657 \$ 0.657 |
\$ 0.674 \$ 0.673 |
-2.5% -2.4% |
\$ 0.679 \$ 0.666 |
-3.2% -1.4% |
|||||
| Total Interest Rate Products1 | 1,953 1,735 | -11.2% | 2,347 | -26.1% | 112,531 | 123,059 | -8.6% | 154,927 | -27.4% | 350,918 | 462,950 | -24.2% | |
| Short Term Interest Rate Products Medium and Long Term Interest Rate Products |
1,587 148 |
1,801 152 |
-11.9% -2.7% |
2,198 149 |
-27.8% -0.8% |
102,912 9,619 |
113,479 9,580 |
-9.3% 0.4% |
145,086 9,841 |
-29.1% -2.3% |
321,829 29,089 |
435,804 27,146 |
-26.2% 7.2% |
| Total Equity Products2 | 2,622 1,551 | -40.9% | 1,923 | -19.4% | 100,803 | 165,188 | -39.0% | 126,943 | -20.6% | 361,965 | 438,033 | -17.4% | |
| Individual Equity Products | 1,100 | 2,065 | -46.7% | 1,250 | -12.0% | 71,513 | 130,086 | -45.0% | 82,515 | -13.3% | 267,841 | 323,229 | -17.1% |
| Futures Options |
696 404 |
1,603 462 |
-56.5% -12.6% |
658 592 |
5.9% -31.8% |
45,265 26,248 |
100,962 29,124 |
-55.2% -9.9% |
43,421 39,094 |
4.2% -32.9% |
179,402 88,439 |
205,169 118,060 |
-12.6% -25.1% |
| Equity Index Products | 451 | 557 | -19.1% | 673 | -33.1% | 29,290 | 35,102 | -16.6% | 44,428 | -34.1% | 94,124 | 114,805 | -18.0% |
| of which Bclear | 829 | 1,743 | -52.5% | 826 | 0.3% | 53,856 | 109,827 | -51.0% | 54,508 | -1.2% | 207,412 | 237,718 | -12.7% |
| Individual Equity Products Futures |
754 670 |
1,667 1,561 |
-54.8% -57.1% |
733 635 |
2.8% 5.6% |
49,014 43,560 |
105,025 98,312 |
-53.3% -55.7% |
48,400 41,901 |
1.3% 4.0% |
193,037 174,532 |
221,876 201,767 |
-13.0% -13.5% |
| Options | 84 | 107 | -21.3% | 98 | -14.8% | 5,454 | 6,713 | -18.8% | 6,499 | -16.1% | 18,505 | 20,109 | -8.0% |
| Equity Index Products | 74 | 76 | -2.3% | 93 | -19.5% | 4,842 | 4,801 | 0.8% | 6,108 | -20.7% | 14,375 | 15,841 | -9.3% |
| Commodity Products | 100 | 78 | 28.3% | 79 | 27.7% | 6,532 | 4,935 | 32.4% | 5,193 | 25.8% | 16,761 | 16,131 | 3.9% |
| U.S. Derivatives Products (contracts in thousands) Avg. Net Revenue Per Contract (ex. Liffe U.S. volumes) |
\$0.144 | \$0.150 | -4.0% \$ 0.154 | -6.5% | \$0.144 | \$0.150 | -4.0% | \$ 0.154 | -6.5% | ||||
| Equity Options Contracts3 | 3,533 | 3,915 | -9.8% | 4,866 | -27.4% | 222,578 | 246,634 | -9.8% | 311,430 | -28.5% | 725,134 | 840,169 | -13.7% |
| Total Consolidated Options Contracts | 13,812 | 14,911 | -7.4% 18,477 | -25.2% | 870,150 | 939,423 | -7.4% 1,182,554 | -26.4% | 2,794,081 3,248,325 | 51.6% | |||
| Share of Total Consolidated Options Contracts | 25.6% | 26.3% | 26.3% | 25.6% | 26.3% | 26.3% | 26.0% | 25.9% | 0.1% | ||||
| NYSE Liffe U.S. | |||||||||||||
| Futures and Futures Options Volume* | 66.4 | 73.4 | -9.5% | 117.8 | -43.7% | 4,247.6 | 4,769.3 | -10.9% | 7,774.6 | -45.4% | 15,178.2 | 15,099.8 | 0.5% |
| European Cash Products (trades in thousands) Avg. Net Revenue Per Transaction |
1,318 | 1,709 \$ 0.537 \$ 0.519 |
-22.8% | 1,907 3.5% \$ 0.635 |
-30.9% -15.4% |
85,695 \$ 0.537 |
105,934 \$ 0.519 |
-19.1% 3.5% |
125,891 \$ 0.635 |
-31.9% -15.4% |
294,556 | 338,267 | -12.9% |
| Avg. Net Revenue Per Transaction - Currency Neutral | \$ 0.537 \$ 0.506 | 6.1% \$ 0.563 | -4.6% | \$ 0.537 | \$ 0.506 | 6.1% | \$ 0.563 | -4.6% | |||||
| Equities Exchange-Traded Funds |
1,272 13 |
1,656 14 |
-23.2% -12.2% |
1,832 25 |
-30.5% -49.3% |
82,698 819 |
102,668 890 |
-19.5% -8.0% |
120,893 1,641 |
-31.6% -50.1% |
284,805 2,650 |
325,084 3,988 |
-12.4% -33.6% |
| Structured Products | 28 | 33 | -15.2% | 46 | -39.1% | 1,831 | 2,059 | -11.1% | 3,052 | -40.0% | 6,125 | 8,223 | -25.5% |
| Bonds | 5 | 5 | 4.7% | 5 | 15.8% | 348 | 317 | 9.7% | 305 | 14.0% | 976 | 972 | 0.4% |
| U.S. Cash Products (shares in millions) Avg. Net Revenue Per 100 Shares Handled |
1,583 \$ 0.0401 \$ 0.0428 |
1,818 | -12.9% | 2,608 -6.3% \$ 0.0383 |
-39.3% 4.7% |
99,758 \$ 0.0401 |
114,541 \$ 0.0428 |
-12.9% -6.3% |
166,914 \$ 0.0383 |
-40.2% 4.7% |
325,180 | 440,850 | -26.2% |
| NYSE Listed (Tape A) Issues 4 | |||||||||||||
| Handled Volume 5 | 1,134 | 1,304 | -13.0% | 1,806 | -37.2% | 71,463 | 82,157 | -13.0% | 115,591 | -38.2% | 232,644 | 311,061 | -25.2% |
| Matched Volume 6 Total NYSE Listed Consolidated Volume |
1,078 3,412 |
1,239 3,885 |
-13.0% -12.2% |
1,717 4,801 |
-37.2% -28.9% |
67,921 214,981 |
78,081 244,756 |
-13.0% -12.2% |
109,900 307,295 |
-38.2% -30.0% |
220,535 703,537 |
294,921 838,416 |
-25.2% -16.1% |
| Share of Total Consolidated Volume Handled Volume 5 |
33.2% | 33.6% | 37.6% | 33.2% | 33.6% | 37.6% | 33.1% | 37.1% | |||||
| Matched Volume 6 | 31.6% | 31.9% | 35.8% | 31.6% | 31.9% | 35.8% | 31.3% | 35.2% | |||||
| NYSE Arca, MKT and Regional (Tape B) Listed Issues | |||||||||||||
| Handled Volume 5 | 222 | 279 | -20.3% | 469 | -52.6% | 14,005 | 17,582 | -20.3% | 30,007 | -53.3% | 48,029 | 72,582 | -33.8% |
| Matched Volume 6 | 202 | 251 | -19.5% | 423 | -52.2% | 12,741 | 15,826 | -19.5% | 27,094 | -53.0% | 43,238 | 65,340 | -33.8% |
| Total NYSE Arca & NYSE MKT Listed Consolidated Volume | 939 | 1,188 | -20.9% | 1,798 | -47.8% | 59,184 | 74,843 | -20.9% | 115,086 | -48.6% | 203,650 | 279,949 | -27.3% |
| Share of Total NYSE Arca & NYSE MKT Listed Consolidated Volume Handled Volume 5 |
23.7% | 23.5% | 26.1% | 23.7% | 23.5% | 26.1% | 23.6% | 25.9% | |||||
| Matched Volume 6 | 21.5% | 21.1% | 23.5% | 21.5% | 21.1% | 23.5% | 21.2% | 23.3% | |||||
| Nasdaq Listed Issues (Tape C) | |||||||||||||
| Handled Volume 5 | 227 | 240 | -5.5% | 333 | -31.9% | 14,289 | 15,123 | -5.5% | 21,316 | -33.0% | 44,507 | 57,208 | -22.2% |
| Matched Volume 6 Total Nasdaq Listed Consolidated Volume |
196 1,661 |
206 1,802 |
-4.7% -7.8% |
292 2,183 |
-33.0% -23.9% |
12,342 104,663 |
12,950 113,554 |
-4.7% -7.8% |
18,719 139,681 |
-34.1% -25.1% |
38,067 329,548 |
49,214 392,592 |
-22.6% -16.1% |
| Share of Total Nasdaq Listed Consolidated Volume Handled Volume 5 |
13.7% | 13.3% | 15.3% | 13.7% | 13.3% | 15.3% | 13.5% | 14.6% | |||||
| Matched Volume 6 | 11.8% | 11.4% | 13.4% | 11.8% | 11.4% | 13.4% | 11.6% | 12.5% | |||||
| Exchange-Traded Funds 5,7 | |||||||||||||
| Handled Volume 5 | 205 | 265 | -22.7% | 455 | -55.0% | 12,903 | 16,693 | -22.7% | 29,119 | -55.7% | 45,002 | 68,122 | -33.9% |
| Matched Volume 6 Total ETF Consolidated Volume |
186 890 |
238 1,167 |
-21.7% -23.7% |
410 1,783 |
-54.6% -50.1% |
11,739 56,048 |
14,995 73,495 |
-21.7% -23.7% |
26,271 114,109 |
-55.3% -50.9% |
40,453 196,741 |
61,281 267,573 |
-34.0% -26.5% |
| Share of Total ETF Consolidated Volume | |||||||||||||
| Handled Volume 5 | 23.0% | 22.7% | 25.5% | 23.0% | 22.7% | 25.5% | 22.9% | 25.5% | |||||
| Matched Volume 6 | 20.9% | 20.4% | 23.0% | 20.9% | 20.4% | 23.0% | 20.6% | 22.9% |
Data includes currency products.
2 Includes trading activities for Bclear, NYSE Liffe's service for Equity OTC derivatives.
4 Includes all volume executed in NYSE Euronext's U.S. crossing sessions. Includes trading in U.S. equity options contracts, not equity-index options.
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
6 Represents the total number of shares of equity securities and ETFs executed on the NYSE Euronext's U.S. exchanges. external market center. NYSE Arca routing includes odd-lots.
7 Data included in previously identified categories.
* ADVs calculated w ith 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 w hich is double counted to include both buys and sells.
| Three Months Ended | |||
|---|---|---|---|
| (Unaudited) | Sept. 30, 2012 | June 30, 2012 | Sept. 30, 2011 |
| NYSE Euronext Listed Issuers | |||
| NYSE Listed Issuers | |||
| Issuers listed on U.S. Markets1 | 2,951 | 2,968 | 2,948 |
| Number of new issuer listings1 | 44 | 75 | 78 |
| Capital raised in connection with new listings (\$millions)2 | \$5,865 | \$5,086 | \$2,199 |
| Euronext Listed Issuers | |||
| Issuers listed on Euronext1 | 906 | 923 | 947 |
| Number of new issuer listings3 | 6 | 10 | 17 |
| Capital raised in connection with new listings (\$millions)2 | \$3 | \$1,912 | \$107 |
| NYSE Euronext Market Data | |||
| NYSE Market Data4 | |||
| Share of Tape A revenues (%) | 41.4% | 41.4% | 44.5% |
| Share of Tape B revenues (%) | 27.2% | 27.0% | 30.0% |
| Share of Tape C revenues (%) | 15.4% | 15.1% | 18.7% |
| Professional subscribers (Tape A) | 356,210 | 360,121 | 374,784 |
| Euronext Market Data | |||
| Number of terminals | 211,850 | 216,752 | 231,474 |
| NYSE Euronext Operating Expenses | |||
| NYSE Euronext employee headcount | |||
| NYSE Euronext headcount5 | 3,061 | 3,062 | 3,074 |
| NYSE Euronext Financial Statistics | |||
| NYSE Euronext foreign exchange rate | |||
| Average €/US\$ exchange rate Average £/US\$ exchange rate |
\$1.252 \$1.581 |
\$1.284 \$1.583 |
\$1.414 \$1.611 |
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 w ere 1,379 ETPs exclusively listed on NYSE Arca as of September 30, 2012. There w ere 413 corporate structured products listed on the NYSE as of September 30, 2012. 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 w ere listed on Euronext and do not include NYSE Alternext, Free Market, closed-end funds, ETFs and structured product (w arrants and certificates). As of September 30, 2012, 183 companies w ere listed on NYSE Alternext, 262 on Free Market and 681 ETPs w ere 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 (w arrants 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 (w arrants 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 w as derived based on number of trades reported to the consolidated tape, and share of revenue for Tape C w as 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 for June 30, 2012 includes 99 employees in connection w ith the recent acquisition of Corpedia.
Source: NYSE Euronext, Options Clearing Corporation and Consolidated Tape as reported for equity securities.
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