Earnings Release • Feb 10, 2012
Earnings Release
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-- Fourth Quarter GAAP Diluted EPS of \$0.43 Compared to \$0.51 in Prior Year -- -- Non-GAAP Diluted EPS Up 9% to \$0.50 Excl. Merger Expenses, Exit Costs, Tax Settlement and Discrete Tax Items -- -- Mutual Termination of Combination Agreement Following European Commission Prohibition -- -- Resumption of Stock Repurchase Program, \$550 Million Remaining in Authorization -- -- Global Leader for IPOs in 2011 --
• Board declares first quarter 2012 cash dividend of \$0.30 per share 1 All comparisons versus 4Q10 unless otherwise stated. Excludes merger expenses, exit costs, the BlueNext tax settlement 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 – February 10, 2012 – NYSE Euronext (NYX) today reported net income of \$110 million, or \$0.43 per diluted share, for the fourth quarter of 2011, compared to net income of \$135 million, or \$0.51 per diluted share, for the fourth quarter of 2010. Results for the fourth quarter of 2011 and 2010 include \$46 million and \$18 million, respectively, of pre-tax merger expenses and exit costs. Fourth quarter 2011 results also include a net pre-tax charge of \$25 million related to the settlement of a tax matter with French authorities related to BlueNext, a joint venture with Caisse des Depots. The \$46 million in merger expenses and exit costs in the fourth quarter of 2011 included \$38 million related to the proposed merger with Deutsche Boerse AG. Excluding merger expenses, exit costs, the BlueNext tax settlement and discrete tax items, net income in the fourth quarter of 2011 was \$130 million, or \$0.50 per diluted share, compared to \$120 million, or \$0.46 per diluted share, in the fourth quarter of 2010. For the full-year 2011, on the same basis, net income was \$653 million, or \$2.48 per diluted share compared to net income of \$548 million, or \$2.09 per diluted share for full-year 2010.
"Last week, the European Commission formally issued a prohibition against our merger with Deutsche Boerse and we have mutually agreed to terminate our business combination agreement," said Duncan L. Niederauer, CEO, NYSE Euronext. "We are extremely disappointed with the decision, and as I have stated, we believe that it stems from a fundamentally different view of the competitive dynamics in the global markets.
"I would like to thank our shareholders and employees for their patience and support over the past year. We have only become stronger as a company during this time, as evidenced by the double-digit growth in earnings we recorded in 2011 and our strengthened balance sheet. The Board of Directors fully supports the management team and our strategy, and in recognition of the strong underlying fundamentals of our business model, we are resuming our previously announced stock repurchase program."
| The table below summarizes the financial results1 for the fourth quarter and full-year 2011: | |
|---|---|
| ---------------------------------------------------------------------------------------------- | -- |
| % Δ 4Q11 | Full-Year | % Δ FY11 | |||||
|---|---|---|---|---|---|---|---|
| (\$ in millions, except EPS) | 4Q11 | 3Q11 | 4Q10 | vs. 4Q10 | 2011 | 2010 | vs. FY10 |
| Total Revenues2 | \$1,054 | \$1,258 | \$1,045 | 1% | \$4,552 | \$4,425 | 3% |
| Total Revenues, Less Transaction-Based Expenses3 | 628 | 704 | 613 | 2% | 2,672 | 2,511 | 6% |
| Other Operating Expenses 4 | 416 | 416 | 425 | (2%) | 1,666 | 1,678 | (1%) |
| Operating Income 4 | \$212 | \$288 | \$188 | 13% | \$1,006 | \$833 | 21% |
| Net Income4 | \$130 | \$186 | \$120 | 8% | \$653 | \$548 | 19% |
| Diluted Earnings Per Share4 | \$0.50 | \$0.71 | \$0.46 | 9% | \$2.48 | \$2.09 | 19% |
| Operating Margin | 34% | 41% | 31% | 3 ppts | 38% | 33% | 5 ppts |
| Adjusted EBITDA Margin | 45% | 51% | 44% | 1 ppts | 48% | 44% | 4 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, the BlueNext tax settlement, disposal activities and discrete tax items.
"Despite challenging market conditions, our fourth quarter results were solid with an increasing contribution from non-trading revenue sources and continued cost discipline driving a 13% increase in operating income," Michael S. Geltzeiler, Group Executive Vice President and CFO, NYSE Euronext, commented. "For the full-year, we recorded double-digit growth in operating income and earnings through a combination of business diversification and cost containment, with expenses down \$70 million, or 4% on a constant dollar, constant portfolio basis, exceeding our guidance for the year.
"The progress that we have made over the past year has well-positioned us for 2012 and beyond. While the near-term outlook for trading volumes and currencies remains clouded, we are continuing to focus on those areas of our business model that we control to create value for shareholders. We are targeting a two-year plan that, with only modest improvement in the operating environment, will drive higher levels of earnings per share growth through a combination of targeted revenue growth initiatives, accelerated cost efficiency efforts and disciplined deployment of capital. We will provide the investment community with details on our two-year plan at our investor day in April."
Total revenues, less transaction-based expenses, which include Section 31 fees, liquidity payments and routing and clearing fees (net revenue), were \$628 million in the fourth quarter of 2011, up \$15 million, or 2% compared to the fourth quarter of 2010 and included a \$2 million negative impact from foreign currency fluctuations. The \$15 million increase in net revenue compared to the fourth quarter of 2010 was primarily driven by higher technology services revenue which increased \$13 million, or 16% yearover-year. For the full-year 2011, net revenue was \$2,672 million, an increase of \$161 million, or 6% compared to \$2,511 million for full-year 2010 and included a \$56 million positive impact from foreign currency fluctuations. The increase in net revenue compared to full-year 2010 was driven primarily by higher technology services revenue, strong trading volumes in European cash and U.S. derivatives and a 22% increase in the average net revenue capture for U.S. cash equities.
Other operating expenses, excluding merger expenses, exit costs and the BlueNext tax settlement, were \$416 million in the fourth quarter of 2011, down \$9 million, or 2% compared to the fourth quarter of 2010. Excluding the impact of acquisitions, new initiatives and a \$1 million positive impact attributable to foreign currency fluctuations, other operating expenses were down \$16 million, or 4%, compared to the fourth quarter of 2010. For the full-year 2011, other operating expenses were \$1,666 million compared to \$1,678 million in 2010. Excluding the impact of acquisitions, new initiatives and a \$27 million negative impact attributable to foreign currency fluctuations, other operating expenses were down \$70 million, or 4% compared to full-year 2010.
Operating income, excluding merger expenses, exit costs and the BlueNext tax settlement, was \$212 million, up \$24 million, or 13% compared to the fourth quarter of 2010 and included a \$1 million negative impact attributable to foreign currency fluctuations. For the full-year 2011, operating income on the same basis was \$1,006 million, an increase of \$173 million, or 21% compared to \$833 million for full-year 2010 and included a \$29 million positive impact attributable to foreign currency fluctuations.
Adjusted EBITDA, excluding merger expenses, exit costs and the BlueNext tax settlement was \$280 million, up \$12 million, or 4% compared to the fourth quarter of 2010. Adjusted EBITDA margin was 45% in the fourth quarter of 2011, compared to 44% in the fourth quarter of 2010. For the full-year 2011, adjusted EBITDA on the same basis was \$1,286 million, compared to \$1,114 million for full-year 2010 representing an increase of \$172 million, or 15%. Adjusted EBITDA margin for the full-year 2011 was 48% compared to 44% in 2010.
Non-operating income for the fourth quarter of 2011 and 2010 includes the impact of New York Portfolio Clearing (loss from associates) and NYSE Liffe U.S. (net loss attributable to non-controlling interest). The profit attributable to the non-controlling interest related to NYSE Amex Options was \$9 million in the fourth quarter of 2011, based on our partners' 47.5% stake in the business, compared to \$11 million in the third quarter of 2011.
The effective tax rate for the fourth quarter and full-year 2011, excluding merger expenses, exit costs, the BlueNext tax settlement and discrete tax items, was approximately 25.75% compared to approximately 26.50% for the fourth quarter and full-year 2010.
The weighted average diluted shares outstanding in the fourth quarter of 2011 was 262 million shares, in-line with fourth quarter of 2010. During the fourth quarter of 2011, a total of 3.7 million shares were repurchased at an average price of \$26.96 per share.
At December 31, 2011, total debt of \$2.1 billion was \$0.3 billion below December 31, 2010 levels. Cash, cash equivalents and short term financial investments (including \$116 million related to Section 31 fees collected from market participants and due to the SEC) were \$0.4 billion and net debt was \$1.7 billion at the end of the fourth quarter of 2011. The ratio of debt-to-EBITDA in the fourth quarter of 2011 was 1.6 times, the lowest level since the establishment of NYSE Euronext in April 2007.
Total capital expenditures in the fourth quarter of 2011 were \$54 million, compared to \$61 million in the fourth quarter of 2010. For the full-year 2011, capital expenditures were \$170 million compared to \$305 million in 2010, a decrease of 44%.
Headcount as of December 31, 2011 was 3,077, up slightly from 3,074 at September 30, 2011 and up 4% from December 31, 2010 levels. Excluding increases from acquisitions, headcount was flat year-overyear.
The Board of Directors declared a cash dividend of \$0.30 per share for the first quarter of 2012. The first quarter 2012 dividend is payable on March 30, 2012 to shareholders of record as of the close of business on March 15, 2012. The anticipated ex-date will be March 13, 2012.
| 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 | Income2,3 | EBITDA2,3 Revenue | Income2 | EBITDA2 | |||
| 4Q11 | \$186 | \$86 | \$96 | \$315 | \$125 | \$168 | \$127 | \$31 | \$46 |
| 3Q11 | \$226 | \$129 | \$140 | \$353 | \$155 | \$202 | \$125 | \$31 | \$45 |
| 4Q10 | \$188 | \$91 | \$108 | \$310 | \$99 | \$153 | \$114 | \$28 | \$37 |
| FY 2011 | \$861 | \$473 | \$523 | \$1,323 | \$533 | \$715 | \$490 | \$126 | \$174 |
| FY 2010 | \$826 | \$454 | \$514 | \$1,241 | \$432 | \$618 | \$444 | \$89 | \$124 |
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. 3 Excludes the BlueNext tax settlement.
Derivatives net revenue of \$186 million in the fourth quarter of 2011 decreased \$2 million, or 1% compared to the fourth quarter of 2010 and included a \$1 million negative impact from foreign currency fluctuations. The \$2 million decrease in derivatives net revenue compared to the fourth quarter of 2010, was driven by slightly lower European derivatives trading volumes, partially offset by higher average net revenue per contract. For the full-year 2011, Derivatives net revenue of \$861 million increased \$35 million, or 4%, and included a \$25 million positive impact from foreign currency fluctuations. The increase in net revenue compared to full-year 2010 was driven by a 20% increase in U.S. equity options average daily trading volume ("ADV").
Cash Trading and Listings net revenue of \$315 million in the fourth quarter of 2011 increased \$5 million, or 2% compared to the fourth quarter of 2010 and included a \$1 million negative impact from foreign currency fluctuations. The \$5 million increase in net revenue compared to the fourth quarter of 2010, was driven by higher listings fees and other revenue. For the full-year 2011, Cash Trading and Listings net revenue of \$1,323 million increased \$82 million, or 7%, and included a \$21 million positive impact from foreign currency fluctuations. The increase in net revenue compared to full-year 2010 was driven primarily by higher listings revenue, an increase in European cash trading volumes and higher average net revenue capture for U.S. cash equities.
Information Services and Technology Solutions revenue was \$127 million in the fourth quarter of 2011, an increase of \$13 million, or 11% compared to the fourth quarter of 2010. The \$13 million increase in revenue compared to the fourth quarter of 2010, was driven by higher connectivity software sales. For the full-year 2011, Information Services and Technology Solutions revenue of \$490 million increased \$46 million, or 10%, and included a \$9 million positive impact from foreign currency fluctuations. The increase in revenue compared to full-year 2010 was driven by strong increases in global connectivity fees related to the new data centers in Mahwah and Basildon.
The accompanying tables include information integral to assessing the Company's financial performance.
Share repurchases may be executed at the discretion of management in open market or privately negotiated transactions or otherwise, subject to applicable United States and European laws, regulations and approvals, strategic considerations, market conditions and other factors.
A presentation and live audio webcast of the fourth quarter and full-year 2011 earnings conference call will be available on the Investor Relations section of NYSE Euronext's website, http://ir.nyse.com/. 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://ir.nyse.com/ or by dial-in beginning approximately two hours following the conclusion of the live call.
Live Dial-in Information: United States: 800.884.5695 International: 617.786.2960 Passcode: 91182028
Replay Dial-in Information: United States: 888.286.8010 International: 617.801.6888 Passcode: 3034768
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 Amex, 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, and is the only exchange operator in the Fortune 500. 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. Forwardlooking 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 reference document for 2010 ("document de référence") filed with the French Autorité des Marchés Financiers (Filed on April 19, 2011 under No. D.11-0333), 2010 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.
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| Three months ended | Year ended December 31, | ||||
|---|---|---|---|---|---|
| Dec. 31, 2011 | Sept. 30, 2011 | Dec. 31, 2010 | 2011 | 2010 | |
| Revenues | |||||
| Transaction and clearing fees | \$ 701 |
\$ 904 |
\$ 713 |
\$ 3,162 |
3,128 \$ |
| Market data | 90 | 93 | 95 | 371 | 373 |
| Listing | 112 | 113 | 107 | 446 | 422 |
| Technology services | 95 | 92 | 82 | 358 | 318 |
| Other revenues | 56 | 56 | 48 | 215 | 184 |
| Total revenues | 1,054 | 1,258 | 1,045 | 4,552 | 4,425 |
| Transaction-based expenses: | |||||
| Section 31 fees | 84 | 109 | 76 | 371 | 315 |
| Liquidity payments, routing and clearing | 342 | 445 | 356 | 1,509 | 1,599 |
| Total revenues, less transaction-based expenses | 628 | 704 | 613 | 2,672 | 2,511 |
| Other operating expenses | |||||
| Compensation | 159 | 160 | 134 | 638 | 613 |
| Depreciation and amortization | 68 | 72 | 80 | 280 | 281 |
| Systems and communications | 45 | 46 | 55 | 188 | 206 |
| Professional services | 80 | 77 | 82 | 299 | 282 |
| Selling, general and administrative | 106 | 61 | 74 | 303 | 296 |
| Merger expenses and exit costs | 46 | 29 | 18 | 114 | 88 |
| Total other operating expenses | 504 | 445 | 443 | 1,822 | 1,766 |
| Operating income | 124 | 259 | 170 | 850 | 745 |
| Net interest and investment income (loss) | (28) | (29) | (30) | (116) | (108) |
| Loss from associates | (4) | (2) | (2) | (9) | (6) |
| Other (loss) income | - | (1) | 2 | - | 55 |
| Income before income taxes | 92 | 227 | 140 | 725 | 686 |
| Income tax benefit (provision) | 4 | (21) | (9) | (122) | (128) |
| Net income | 96 | 206 | 131 | 603 | 558 |
| Net loss (income) attributable to noncontrolling interest | 14 | (6) | 4 | 16 | 19 |
| Net income attributable to NYSE Euronext | \$ 110 |
\$ 200 |
\$ 135 |
\$ 619 |
577 \$ |
| Basic earnings per share attributable to NYSE Euronext | \$ 0.43 |
\$ 0.76 |
\$ 0.52 |
\$ 2.37 |
2.21 \$ |
| Diluted earnings per share attributable to NYSE Euronext | \$ 0.43 |
\$ 0.76 |
\$ 0.51 |
\$ 2.36 |
2.20 \$ |
| Basic weighted average shares outstanding | 260 | 262 | 261 | 261 | 261 |
| Diluted weighted average shares outstanding | 262 | 263 | 262 | 263 | 262 |
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
| Three months ended | Year ended December 31, | ||||
|---|---|---|---|---|---|
| Non-GAAP Reconciliation | Dec. 31, 2011 | Sept. 30, 2011 | Dec. 31, 2010 | 2011 | 2010 |
| Income before income taxes - GAAP | \$ 92 |
\$ 227 |
\$ 140 |
\$ 725 |
686 \$ |
| Excluding: | |||||
| BlueNext tax settlement | 42 | - | - | 42 | - |
| Merger expenses and exit costs | 46 | 29 | 18 | 114 | 88 |
| Net gain on disposal activities | - | - | - | - | (54) |
| Income before income taxes - as adjusted | 180 | 256 | 158 | 881 | 720 |
| Income tax provision | (47) | (64) | (42) | (227) | (191) |
| Net income - as adjusted | 133 | 192 | 116 | 654 | 529 |
| Net loss (income) attributable to noncontrolling interest | 14 | (6) | 4 | 16 | 19 |
| Excluding: | |||||
| Noncontrolling interest impact on BlueNext tax settlement | (17) | - | - | (17) | - |
| Net income attributable to NYSE Euronext - as adjusted | \$ 130 |
\$ 186 |
\$ 120 |
\$ 653 |
548 \$ |
| Diluted earnings per share attributable to NYSE Euronext - as adjusted | \$ 0.50 |
\$ 0.71 |
\$ 0.46 |
\$ 2.48 |
2.09 \$ |
| Three months ended December 31, 2011 |
Three months ended December 31, 2010 |
||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Information | Information | ||||||||||||||||||
| Cash Trading | Services and Technology |
Corporate and |
Trading and Cash |
Services and Technology |
Corporate and | ||||||||||||||
| Derivatives | and Listings | Solutions | Eliminations | Consolidated | Derivatives | Listings | Solutions | Eliminations | Consolidated | ||||||||||
| Revenues | |||||||||||||||||||
| Transaction and clearing fees | \$ | 221 | 480 \$ |
\$ | - | \$ | - | \$ | 701 | \$ | 222 | \$ | 491 | - \$ |
\$ | - | \$ | 713 | |
| Market data | 13 | 46 | 31 | - | 90 | 12 | 51 | 32 | - | 95 | |||||||||
| Listing | - | 112 | - | - | 112 | - | 107 | - | - | 107 | |||||||||
| Technology services Other revenues |
10 - |
- | 45 | 96 | (1) 1 |
56 95 |
8 - |
39 - |
82 | 1 - |
82 48 |
||||||||
| Total revenues | 244 | 683 | 127 - |
- | 1,054 | 242 | 688 | - | 114 | 1 | 1,045 | ||||||||
| Transaction-based expenses: | |||||||||||||||||||
| Section 31 fees | - | 84 | - | - | 84 | - | 76 | - | - | 76 | |||||||||
| Liquidity payments, routing and clearing | 58 | 284 | - | - | 342 | 54 | 302 | - | - | 356 | |||||||||
| Total revenues, less transaction-based expenses | 186 | 315 | 127 | - | 628 | 188 | 310 | 114 | 1 | 613 | |||||||||
| Depreciation and amortization | [a] | 10 | 43 | 15 | - | 68 | 17 | 54 | 9 | - | 80 | ||||||||
| BlueNext tax settlement | [b] | - | 42 | - | - | 42 | - | - | - | - | - | ||||||||
| Merger expenses and exit costs (M&E) | [c] | - | 8 | - | 38 | 46 | 2 | 15 | 2 | (1) | 18 | ||||||||
| Other operating expenses | 90 | 147 | 81 | 30 | 348 | 80 | 157 | 77 | 31 | 345 | |||||||||
| Operating income - GAAP | [d] | \$ | 86 | \$ | \$ 75 |
31 | \$ | (68) | \$ | 124 | \$ | 89 | \$ | 84 | \$ | \$ 26 |
(29) | \$ | 170 |
| Operating income excluding M&E and BlueNext | |||||||||||||||||||
| tax settlement | [d] + [b] + [c] | \$ | 86 | 125 \$ |
\$ | 31 | \$ | (30) | \$ | 212 | \$ | 91 | \$ | 99 | \$ | \$ 28 |
(30) | \$ | 188 |
| Adjusted EBITDA | [d] + [a] + [b] + [c] | \$ | 96 | 168 \$ |
\$ | 46 | \$ | (30) | \$ | 280 | \$ | 108 | \$ | 153 | \$ | \$ 37 |
(30) | \$ | 268 |
| Operating margin excluding M&E & BlueNext tax settlement | 46% | 40% | 24% | N/M | 34% | 48% | 32% | 25% | N/M | 31% | |||||||||
| Adjusted EBITDA margin | 52% | 53% | 36% | N/M | 45% | 57% | 49% | 32% | N/M | 44% | |||||||||
| Year ended | Year ended | ||||||||||||||||||
| December 31, 2011 | December 31, 2010 | ||||||||||||||||||
| Information | Information | ||||||||||||||||||
| Services and | Corporate | Cash | Services and | ||||||||||||||||
| Cash Trading | Technology | and | Trading and | Technology | Corporate and | ||||||||||||||
| Derivatives | and Listings | Solutions | Eliminations | Consolidated | Derivatives | Listings | Solutions | Eliminations | Consolidated | ||||||||||
| Revenues | |||||||||||||||||||
| Transaction and clearing fees | \$ | 1,046 | 2,116 \$ |
\$ | - | \$ | - | \$ | 3,162 | \$ | 1,005 | \$ | 2,123 | - \$ |
\$ | - | \$ | 3,128 | |
| Market data | 48 | 193 | 130 | - | 371 | 47 | 200 | 126 | - | 373 | |||||||||
| Listing | - | 446 | - | - | 446 | - | 422 | - | - | 422 | |||||||||
| Technology services | - | - | 360 | (2) | 358 | - | - | 318 | - | 318 | |||||||||
| Other revenues | 41 | 174 | - | - | 215 | 36 | 148 | - | - | 184 | |||||||||
| Total revenues | 1,135 | 2,929 | 490 | (2) | 4,552 | 1,088 | 2,893 | 444 | - | 4,425 | |||||||||
| Transaction-based expenses: | |||||||||||||||||||
| Section 31 fees | - | 371 | - | - | 371 | - | 315 | - | - | 315 | |||||||||
| Liquidity payments, routing and clearing | 274 | 1,235 | - | - | 1,509 | 262 | 1,337 | - | - | 1,599 | |||||||||
| Total revenues, less transaction-based expenses | 861 | 1,323 | 490 | (2) | 2,672 | 826 | 1,241 | 444 | - | 2,511 | |||||||||
| Depreciation and amortization | [a] | 50 | 182 | 48 | - | 280 | 60 | 186 | 35 | - | 281 | ||||||||
| BlueNext tax settlement | [b] | - | 42 | - | - | 42 | - | - | - | - | - | ||||||||
| Merger expenses and exit costs (M&E) | [c] | 3 | 19 | 4 | 88 | 114 | 15 | 56 | 17 | - | 88 | ||||||||
| Other operating expenses | 338 | 608 | 316 | 124 | 1,386 | 312 | 623 | 320 | 142 | 1,397 | |||||||||
| Operating income - GAAP | [d] | \$ | 470 | 472 \$ |
\$ | 122 | \$ | (214) | \$ | 850 | \$ | 439 | \$ | 376 | \$ | \$ 72 |
(142) | \$ | 745 |
| Operating income excluding M&E and BlueNext | |||||||||||||||||||
| tax settlement | [d] + [b] + [c] | \$ \$ |
473 | 533 \$ \$ |
\$ \$ |
126 | \$ \$ |
(126) | \$ \$ |
1,006 | \$ \$ |
454 | \$ \$ |
432 | \$ \$ |
\$ \$ 89 |
(142) | \$ \$ |
833 |
| Adjusted EBITDA | [d] + [a] + [b] + [c] | 523 | 715 | 174 | (126) | 1,286 | 514 | 618 | 124 | (142) | 1,114 | ||||||||
| Operating margin excluding M&E & BlueNext tax settlement | 55% | 40% | 26% | N/M | 38% | 55% | 35% | 20% | N/M | 33% | |||||||||
| Adjusted EBITDA margin | 61% | 54% | 36% | N/M | 48% | 62% | 50% | 28% | N/M | 44% |
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
| Fixed operating expenses for the three months ended December 31, 2011 - GAAP Less: |
\$ 504 |
|
|---|---|---|
| Merger expenses and exit costs | \$ (46) |
|
| BlueNext tax settlement | (42) | |
| \$ 416 |
||
| Excluding the impact of: | ||
| Currency translation | 1 | |
| Acquisitions and new business initiatives | * (8) | |
| Fixed operating expenses for the three months ended December 31, 2011 - as adjusted | \$ 409 |
[a] |
| Fixed operating expenses for the three months ended December 31, 2010 - GAAP Less: |
\$ 443 |
|
| Merger expenses and exit costs | \$ (18) 425 |
[b] |
| Variance (\$) | \$ (16) |
[a] - [b] = [c] |
| Variance (%) | -4% | [c] / [b] |
| Fixed operating expenses for the year ended December 31, 2011 - GAAP | \$ 1,822 |
|
| Less: | ||
| Merger expenses and exit costs | \$ (114) |
|
| BlueNext tax settlement | (42) | |
| Excluding the impact of: | \$ 1,666 |
|
| Currency translation | (27) | |
| Acquisitions and new business initiatives | * (31) | |
| Fixed operating expenses for the year ended December 31, 2011 - as adjusted | \$ 1,608 |
[a] |
| Fixed operating expenses for the year ended December 31, 2010 - GAAP Less: |
\$ 1,766 |
|
| Merger expenses and exit costs | (88) | |
| \$ 1,678 |
[b] | |
| Variance (\$) | \$ (70) |
[a] - [b] = [c] |
* Includes the contribution of APX, Corporate Board Member, Metabit and other new business initiatives.
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
| December 31, | ||
|---|---|---|
| 2011 | 2010 | |
| Assets | ||
| Current assets: | ||
| Cash, cash equivalents and short term financial investments | \$ 432 |
\$ 379 |
| Accounts receivable, net | 462 | 526 |
| Deferred income taxes | 108 | 120 |
| Other current assets | 152 | 149 |
| Total current assets | 1,154 | 1,174 |
| Property and equipment, net | 963 | 1,021 |
| Goodwill | 4,027 | 4,050 |
| Other intangible assets, net | 5,697 | 5,837 |
| Deferred income taxes | 594 | 633 |
| Other assets | 637 | 663 |
| Total assets | \$ 13,072 |
\$ 13,378 |
| Liabilities and equity | ||
| Accounts payable and accrued expenses | \$ 957 |
\$ 910 |
| Deferred revenue | 130 | 176 |
| Short term debt | 39 | 366 |
| Deferred income taxes | 23 | 2 |
| Total current liabilities | 1,149 | 1,454 |
| Long term debt | 2,036 | 2,074 |
| Deferred income taxes | 1,900 | 2,007 |
| Accrued employee benefits | 620 | 499 |
| Deferred revenue | 371 | 366 |
| Other liabilities | 63 | 134 |
| Total liabilities | 6,139 | 6,534 |
| Redeemable noncontrolling interest | 295 | - |
| Equity | 6,638 | 6,844 |
| Total liabilities and equity | \$ 13,072 |
\$ 13,378 |
Data includes currency products.
*
2 Includes trading activities for Bclear, NYSE Liffe's service for equity OTC derivatives.
3 4 Includes trading in U.S. equity options contracts, not equity-index options. Includes all volume executed in NYSE Group crossing sessions.
5 Represents the total number of shares of equity securities and ETFs internally matched on the NYSE Group's exchanges or routed to and executed at an external
market center. NYSE Arca routing includes odd-lots.
Data included in previously identified categories. Represents the total number of shares of equity securities and ETFs executed on the NYSE Group's exchanges.
Includes trading from Interest rate futures over NYSE Liffe U.S. for 9 trading days in 1Q11. 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.
Matched Volume 6 22.5% 23.0% 23.9% 22.5% 23.0% 23.9% 22.8% 23.3% 22.8% 23.3%
| Three Months Ended | Full Year | ||||
|---|---|---|---|---|---|
| Sept. 30, | |||||
| (Unaudited) | Dec. 31, 2011 | 2011 | Dec. 31, 2010 | 2011 | 2010 |
| NYSE Euronext Listed Issuers | |||||
| NYSE Listed Issuers | |||||
| Issuers listed on U.S. Markets1 | 2,947 | 2,948 | 2,940 | 2,947 | 2,940 |
| Number of new issuer listings1 | 43 | 78 | 62 | 426 | 361 |
| Capital raised in connection with new listings (\$millions)2 | \$4,079 | \$2,199 | \$21,303 | \$27,388 | \$31,447 |
| Euronext Listed Issuers | |||||
| Issuers listed on Euronext1 | 932 | 947 | 980 | 932 | 980 |
| Number of new issuer listings3 | 12 | 17 | 18 | 59 | 78 |
| Capital raised in connection with new listings (\$millions)2 | \$7 | \$107 | \$31 | \$213 | \$812 |
| NYSE Euronext Market Data | |||||
| NYSE Market Data4 | |||||
| Share of Tape A revenues (%) | 43.0% | 44.5% | 49.0% | 45.2% | 47.8% |
| Share of Tape B revenues (%) | 29.3% | 30.0% | 32.1% | 30.2% | 33.2% |
| Share of Tape C revenues (%) | 17.5% | 18.7% | 21.0% | 18.6% | 20.0% |
| Professional subscribers (Tape A) | 371,878 | 374,784 | 377,481 | 371,878 | 377,481 |
| Euronext Market Data | |||||
| Number of terminals | 226,282 | 231,474 | 238,539 | 226,282 | 238,539 |
| NYSE Euronext Operating Expenses | |||||
| NYSE Euronext employee headcount | |||||
| NYSE Euronext headcount | 3,077 | 3,074 | 2,968 | 3,077 | 2,968 |
| NYSE Euronext Financial Statistics | |||||
| NYSE Euronext foreign exchange rate | |||||
| Average €/US\$ exchange rate | \$1.348 | \$1.414 | \$1.359 | \$1.392 | \$1.327 |
| Average £/US\$ exchange rate | \$1.573 | \$1.611 | \$1.581 | \$1.604 | \$1.546 |
1 Figures for NYSE listed issuers include listed operating companies, special-purpose acquisition companies and closed-end funds listed on the NYSE and NYSE Amex and do not include NYSE Arca or structured products listed on the NYSE. There w ere 1,341 ETFs and 1 operating companies exclusively listed on NYSE Arca as of December 31, 2011. There w ere 447 corporate structured products listed on the NYSE as of December 31, 2011.
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 Amex 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 December 31, 2011, 180 companies w ere listed on NYSE Alternext, 268 on Free Market and 690 ETFs 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 Amex 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.
Source: NYSE Euronext, Options Clearing Corporation and Consolidated Tape as reported for equity securities.
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