Earnings Release • Nov 3, 2011
Earnings Release
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-- Third Quarter GAAP Diluted EPS Up 56% Versus Prior Year to \$0.76 -- -- Diluted EPS Up 54% to \$0.71 Excluding Merger Expenses, Exit Costs and Discrete Tax Benefit -- -- Net Revenue Up 18% to \$704 Million, Highest Level of Net Revenue Generation Since Third Quarter 2008 -- -- Global Leader for IPOs Year-to-Date -- -- \$100 Million Stock Buy-Back Plan Previously Announced --
• Board declares third quarter 2011 cash dividend of \$0.30 per share 1 All comparisons versus 3Q10 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 3, 2011 – NYSE Euronext (NYX) today reported net income of \$200 million, or \$0.76 per diluted share, for the third quarter of 2011, compared to net income of \$128 million, or \$0.49 per diluted share, for the third quarter of 2010. Results for the third quarter of 2011 and 2010 include \$29 million and \$25 million, respectively, of pre-tax merger expenses and exit costs. The \$29 million in merger expenses and exit costs in the third quarter of 2011 included \$19 million related to the proposed merger with Deutsche Boerse AG. In the third quarter of 2011, our GAAP effective tax rate included a discrete deferred tax benefit of approximately \$40 million related to the enacted reduction in the corporate tax rate from 27% to 25% in the United Kingdom. Excluding merger expenses, exit costs and discrete tax items, net income in the third quarter of 2011 was \$186 million, or \$0.71 per diluted share, compared to \$121 million, or \$0.46 per diluted share, in the third quarter of 2010.
"Our strong third quarter results benefited from unseasonably strong trading volumes, as well as our continuing business diversification efforts," said Duncan L. Niederauer, CEO, NYSE Euronext. "Non-trading related net revenue was up \$30 million year-over-year, driven by growth in our technology services businesses and the increasing momentum we are experiencing in our global listings franchise.
"We are moving forward with our merger with Deutsche Boerse and have just recently conducted a hearing before the Directorate General for Competition of the European Commission. At the hearing, both companies were able to crystallize the compelling nature of our merger, which will bring significant benefits to customers, regulators and intermediaries. Furthermore, given the strong prospects for growth for investors as a result of our proposed merger and the company's current valuation, we recently announced a plan to acquire up to \$100 million in stock in the fourth quarter, as part of our Board authorized stock buy-back program."
The table below summarizes the financial results1 for the third quarter of 2011:
| % Δ 3Q11 | Year-to-Date | % Δ YTD 11 | |||||
|---|---|---|---|---|---|---|---|
| (\$ in millions, except EPS) | 3Q11 | 2Q11 | 3Q10 | vs. 3Q10 | 2011 | 2010 | vs. YTD 10 |
| Total Revenues2 | \$1,258 | \$1,092 | \$1,050 | 20% | \$3,498 | \$3,380 | 3% |
| Total Revenues, Less Transaction-Based Expenses3 | 704 | 661 | 599 | 18% | 2,044 | 1,898 | 8% |
| Other Operating Expenses 4 | 416 | 419 | 419 | (1%) | 1,251 | 1,253 | (0%) |
| Operating Income 4 | \$288 | \$242 | \$180 | 60% | \$793 | \$645 | 23% |
| Net Income4 | \$186 | \$160 | \$121 | 54% | \$522 | \$428 | 22% |
| Diluted Earnings Per Share4 | \$0.71 | \$0.61 | \$0.46 | 54% | \$1.98 | \$1.64 | 21% |
| Operating Margin | 41% | 37% | 30% | 11 ppts | 39% | 34% | 5 ppts |
| Adjusted EBITDA Margin | 51% | 47% | 42% | 9 ppts | 49% | 45% | 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, disposal activities and discrete tax items.
"Continued cost discipline during the quarter well-positioned the company to capture the full benefit of higher trading volumes across all venues, with our operating margin increasing to 41% and our incremental margin exceeding 100%, reflecting the strong operating leverage in our model," Michael S. Geltzeiler, Group Executive Vice President and CFO, NYSE Euronext, commented. "On a constant dollar, constant portfolio basis, our expenses year-to-date are running \$53 million, or 4% below the prior year period and we are confident that we will achieve our previously announced full-year 2011 expense guidance of less than \$1.650 billion on the same basis.
"Additionally, with over \$1 billion in adjusted EBITDA generated in the first 9 months of the year and debt-to-EBITDA level of 1.6 times, our balance sheet continues to strengthen as we prepare for our merger with Deutsche Boerse. As a result of our strong performance and our continuing focus on creating value for our shareholders, we are buying back up to \$100 million in stock, on top of the attractive stream of dividends that we expect to pay out to investors in conjunction with our merger."
Total revenues, less transaction-based expenses, which include Section 31 fees, liquidity payments and routing and clearing fees (net revenue), was \$704 million in the third quarter of 2011, up \$105 million, or 18% compared to the third quarter of 2010 and included a \$23 million positive impact from currency fluctuations. The \$105 million increase in net revenue compared to the third quarter of 2010 was driven by a \$75 million, or 27% increase in trading revenue on strong average daily trading volumes ("ADV") across all venues and a \$30 million, or 9% increase in non-trading related revenue.
Other operating expenses, excluding merger expenses and exit costs, were \$416 million in the third quarter of 2011, down \$3 million, or 1% compared to the third quarter of 2010. Excluding the impact of acquisitions, new initiatives and a \$10 million negative impact attributable to foreign currency fluctuations, fixed operating expenses were down \$21 million, or 5%, compared to the third quarter of 2010.
Based on results through the third quarter of 2011, excluding merger expenses and exit costs, the Company expects to achieve its guidance for full-year 2011 operating expenses of less than \$1,650 million on a constant dollar, constant portfolio basis. For the full-year 2011, we anticipate incremental costs from portfolio changes of approximately \$28 million (Corporate Board Member, NYSE Blue and Metabit), as well as incremental costs from currency fluctuations of approximately \$30 million assuming currency rates remain at year-to-date 2011 averages. Factoring in these portfolio changes and the impact of currency fluctuations, full-year 2011 expenses are expected to be approximately \$1,680 million.
Operating income, excluding merger expenses and exit costs, was \$288 million, up \$108 million, or 60% compared to the third quarter of 2010 and included a \$13 million positive impact attributable to foreign currency fluctuations.
Adjusted EBITDA, excluding merger expenses and exit costs, was \$360 million, up \$111 million, or 45% compared to the third quarter of 2010. Adjusted EBITDA margin was 51% in the third quarter of 2011, compared to 42% in the third quarter of 2010. Year-to-date, the Company has generated over \$1.0 billion in adjusted EBITDA, \$159 million, or 19% more than the prior year period.
Non-operating income for the third 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). Beginning in the third quarter of 2011, profits generated by NYSE Amex Options are now being shared with our partners (net income attributable to noncontrolling interest). The profit attributable to the non-controlling interest related to NYSE Amex Options was \$11
million in the third quarter of 2011, based on the sale of a 52.8% stake in the business. During the third quarter of 2011, approximately 10% of the ownership stake held by NYSE Amex Options partners was put-back to NYSE Euronext, reducing the equity stake held by partners to 47.5%.
The effective tax rate for the full-year 2011 was lowered in the third quarter of 2011 from 26.0% to 25.75%, partially as a result of the NYSE Amex Options semi-mutualization, resulting in an effective tax rate (excluding merger expenses, exit costs and discrete tax items) of 25.0% for the third quarter of 2011. The 24.2% effective tax rate in the third quarter of 2010 included the impact of advance tax rulings following the adoption of favorable tax laws in the Netherlands, which lowered the estimated full-year effective tax rate in 2010 from 27.5% to 26.5%.
The weighted average diluted shares outstanding in the third quarter of 2011 was 263 million shares, up from 262 million shares in the third quarter of 2010.
At September 30, 2011, total debt of \$2.1 billion was \$0.3 billion below December 31, 2010 levels driven primarily by lower commercial paper outstanding. Cash, cash equivalents and short term financial investments (including \$37 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 third quarter 2011.
The ratio of debt-to-EBITDA in the third quarter of 2011 declined to 1.6 times, the lowest level since the establishment of NYSE Euronext in April 2007.
Total capital expenditures in the third quarter of 2011 were \$49 million, compared to \$82 million in the third quarter of 2010. Through the first three quarters of 2011, capital expenditures were \$116 million compared to \$244 million in 2010 and are now expected to be well below the full-year 2011 guidance of less than \$200 million.
Headcount as of September 30, 2011, which includes incremental hires for our growing technology services business and 36 new employees from the Metabit acquisition, was 3,074 up 3% from June 30, 2011 and up 2% from September 30, 2010 levels.
The Board of Directors declared a cash dividend of \$0.30 per share for the third quarter of 2011. The third quarter 2011 dividend is payable on December 30, 2011 to shareholders of record as of the close of business on December 15, 2011. The anticipated ex-date will be December 13, 2011.
| Below is a summary of business segment results: | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Derivatives | Cash Trading & Listings | Info. Svcs. & Tech. Solutions | |||||||
| (\$ in millions) | Net | Operating Adjusted | Net | Operating | Adjusted | Operating | Adjusted | ||
| Revenue1 | Income2 | EBITDA2 Revenue1 | Income2 | EBITDA2 | Revenue | Income2 | EBITDA2 | ||
| 3Q11 | \$226 | \$129 | \$140 | \$353 | \$155 | \$202 | \$125 | \$31 | \$45 |
| 2Q11 | \$213 | \$112 | \$126 | \$327 | \$128 | \$174 | \$122 | \$36 | \$46 |
| 3Q10 | \$188 | \$93 | \$108 | \$298 | \$101 | \$145 | \$113 | \$24 | \$34 |
| YTD 2011 | \$675 | \$387 | \$427 | \$1,008 | \$408 | \$547 | \$363 | \$95 | \$128 |
| YTD 2010 | \$638 | \$363 | \$406 | \$931 | \$333 | \$465 | \$330 | \$61 | \$87 |
1Net 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 \$226 million in the third quarter of 2011 increased \$38 million, or 20% compared to the third quarter of 2010 and included an \$8 million positive impact from currency fluctuations. The \$38 million increase in derivatives net revenue compared to the third quarter of 2010, was driven by higher trading volumes across both European and U.S. derivatives trading venues.
• Global derivatives ADV in the third quarter of 2011 was 9.3 million contracts, an increase of 33% compared to the third quarter of 2010.
Cash Trading and Listings net revenue of \$353 million in the third quarter of 2011 increased \$55 million, or 18% compared to the third quarter of 2010 and included an \$11 million positive impact from currency fluctuations. The \$55 million increase in net revenue compared to the third quarter of 2010, was primarily driven by higher trading volumes across both European and U.S. cash equities trading venues.
Information Services and Technology Solutions revenue was \$125 million in the third quarter of 2011, an increase of \$12 million, or 11% compared to the third quarter of 2010 and included a \$4 million positive impact from currency
fluctuations. The \$12 million increase in revenue compared to the third quarter of 2010, was primarily driven by higher connectivity revenue related to our data centers in Mahwah and Basildon.
The accompanying tables include information integral to assessing the Company's financial performance.
A presentation and live audio webcast of the third quarter 2011 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.
United States: 800.599.9829 International: 617.847.8703 Passcode: 69094463
United States: 888.286.8010 International: 617.801.6888 Passcode: 38890823
To supplement NYSE Euronext's consolidated financial statements prepared in accordance with GAAP and to better reflect period-over-period comparisons, NYSE Euronext uses non-GAAP financial measures of performance, financial position, or cash flows that either exclude or include amounts that are not normally excluded or included in the most directly comparable measure, calculated and presented in accordance with GAAP. Non-GAAP financial measures do not replace and are not superior to the presentation of GAAP financial results, but are provided to (i) present the effects of certain merger expenses, exit costs, disposal activities 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 exchangetraded 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.
In connection with the proposed business combination transaction between NYSE Euronext and Deutsche Boerse AG, Alpha Beta Netherlands Holding N.V. ("Holding"), a newly formed holding company, filed, and the SEC declared effective on May 3, 2011, a Registration Statement on Form F-4 with the U.S. Securities and Exchange Commission ("SEC") that includes (1) a proxy statement of NYSE Euronext that also constitutes a prospectus for Holding used in connection with NYSE Euronext special meeting of stockholders held on July 7, 2011 and (2) an offering prospectus used in connection with Holding's offer to acquire Deutsche Boerse AG shares held by U.S. holders. Holding has also filed an offer document with the German Federal Financial Supervisory Authority (Bundesanstalt fuer Finanzdienstleistungsaufsicht) ("BaFin"), which was approved by the BaFin for publication pursuant to the German Takeover Act (Wertpapiererwerbs-und Übernahmegesetz), and was published on May 4, 2011.
Investors and security holders are urged to read the definitive proxy statement/prospectus, the offering prospectus, the offer document, as amended, and published additional accompanying information in connection with the exchange offer regarding the proposed business combination transaction because they contain important information. You may obtain a free copy of the definitive proxy statement/prospectus, the offering prospectus and other related documents filed by NYSE Euronext and Holding with the SEC on the SEC's website at www.sec.gov. The definitive proxy statement/prospectus and other documents relating thereto may also be obtained for free by accessing NYSE Euronext's website at www.nyse.com. The offer document, as amended, and published additional accompanying information in connection with the exchange offer are available at Holding's website at www.global-exchange-operator.com.
This document is neither an offer to purchase nor a solicitation of an offer to sell shares of Holding, Deutsche Boerse AG or NYSE Euronext. The final terms and further provisions regarding the public offer are disclosed in the offer document that has been approved by the BaFin and in documents that have been filed with the SEC.
No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended, and applicable European regulations. The exchange offer and the exchange offer document as amended, shall not constitute an issuance, publication or public advertising of an offer pursuant to laws and regulations of jurisdictions other than those of Germany, United Kingdom of Great Britain and Northern Ireland and the United States of America. The relevant final terms of the proposed business combination transaction will be disclosed in the information documents reviewed by the competent European market authorities.
Subject to certain exceptions, in particular with respect to qualified institutional investors (tekikaku kikan toshika) as defined in Article 2 para. 3 (i) of the Financial Instruments and Exchange Act of Japan (Law No. 25 of 1948, as amended), the exchange offer will not be made directly or indirectly in or into Japan, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce or any facility of a national securities exchange of Japan. Accordingly, copies of this announcement or any accompanying documents may not be, directly or indirectly, mailed or otherwise distributed, forwarded or transmitted in, into or from Japan.
The shares of Holding have not been, and will not be, registered under the applicable securities laws of Japan. Accordingly, subject to certain exceptions, in particular with respect to qualified institutional investors (tekikaku kikan toshika) as defined in Article 2 para. 3 (i) of the Financial Instruments and Exchange Act of Japan (Law No. 25 of 1948, as amended), the shares of Holding may not be offered or sold within Japan, or to or for the account or benefit of any person in Japan.
This document includes forward-looking statements about NYSE Euronext, Deutsche Boerse AG, Holding, the enlarged group and other persons, which may include statements about the proposed business combination, the likelihood that such transaction could be consummated, the effects of any transaction on the businesses of NYSE Euronext or Deutsche Boerse AG, and other statements that are not historical facts. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future performance and actual results of operations, financial condition and liquidity, and the development of the industries in which NYSE Euronext and Deutsche Boerse AG operate may differ materially from those made in or suggested by the forward-looking statements contained in this document. Any forwardlooking statements speak only as at the date of this document. Except as required by applicable law, none of NYSE Euronext, Deutsche Boerse AG or Holding undertakes any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.
+31.20.550.4488 (Amsterdam) +32.2.509.1392 (Brussels) +351.217.900.029 (Lisbon) +44.20.7379.2789 (London) +1.212.656.2140 (New York) +33.1.49.27.11.33 (Paris)
+1.212.656.5700 (New York)
| Three months ended | Nine months ended September | ||||
|---|---|---|---|---|---|
| Sept. 30, 2011 | June 30, 2011 | Sept. 30, 2010 | 2011 | 2010 | |
| Revenues | |||||
| Transaction and clearing fees | \$ 904 |
\$ 742 |
\$ 726 |
\$ 2,461 |
\$ 2,415 |
| Market data | 93 | 92 | 94 | 281 | 278 |
| Listing | 113 | 112 | 105 | 334 | 315 |
| Technology services | 92 | 89 | 82 | 263 | 236 |
| Other revenues | 56 | 57 | 43 | 159 | 136 |
| Total revenues | 1,258 | 1,092 | 1,050 | 3,498 | 3,380 |
| Transaction-based expenses: | |||||
| Section 31 fees | 109 | 89 | 77 | 287 | 239 |
| Liquidity payments, routing and clearing | 445 | 342 | 374 | 1,167 | 1,243 |
| Total revenues, less transaction-based expenses | 704 | 661 | 599 | 2,044 | 1,898 |
| Other operating expenses | |||||
| Compensation | 160 | 158 | 147 | 480 | 479 |
| Depreciation and amortization | 72 | 70 | 69 | 212 | 201 |
| Systems and communications | 46 | 45 | 52 | 143 | 151 |
| Professional services | 77 | 73 | 76 | 219 | 200 |
| Selling, general and administrative | 61 | 73 | 75 | 197 | 222 |
| Merger expenses and exit costs | 29 | 18 | 25 | 68 | 70 |
| Total other operating expenses | 445 | 437 | 444 | 1,319 | 1,323 |
| Operating income | 259 | 224 | 155 | 725 | 575 |
| Net interest and investment income (loss) | (29) | (30) | (26) | (88) | (78) |
| Loss from associates | (2) | (2) | (1) | (5) | (4) |
| Other (loss) income | (1) | 1 | - | - | 53 |
| Income before income taxes | 227 | 193 | 128 | 632 | 546 |
| Income tax provision | (21) | (43) | (5) | (126) | (119) |
| Net income | 206 | 150 | 123 | 506 | 427 |
| Net (income) loss attributable to noncontrolling interest | (6) | 4 | 5 | 2 | 15 |
| Net income attributable to NYSE Euronext | \$ 200 |
\$ 154 |
\$ 128 |
\$ 508 |
\$ 442 |
| Basic earnings per share attributable to NYSE Euronext | \$ 0.76 |
\$ 0.59 |
\$ 0.49 |
\$ 1.94 |
\$ 1.69 |
| Diluted earnings per share attributable to NYSE Euronext | \$ 0.76 |
\$ 0.59 |
\$ 0.49 |
\$ 1.93 |
\$ 1.69 |
| Basic weighted average shares outstanding | 262 | 262 | 261 | 262 | 261 |
| Diluted weighted average shares outstanding | 263 | 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 | Nine months ended September | ||||
|---|---|---|---|---|---|
| Non-GAAP Reconciliation | Sept. 30, 2011 | June 30, 2011 | Sept. 30, 2010 | 2011 | 2010 |
| Income before income taxes - GAAP | \$ 227 |
\$ 193 |
\$ 128 |
\$ 632 |
\$ 546 |
| Excluding: | |||||
| Net gain on disposal activities | - | - | - | - | (54) |
| Merger expenses and exit costs | 29 | 18 | 25 | 68 | 70 |
| Income before income taxes - as adjusted | 256 | 211 | 153 | 700 | 562 |
| Income tax provision | (64) | (55) | (37) | (180) | (149) |
| Net income - as adjusted | 192 | 156 | 116 | 520 | 413 |
| Net loss attributable to noncontrolling interest | (6) | 4 | 5 | 2 | 15 |
| Net income attributable to NYSE Euronext - as adjusted | \$ 186 |
\$ 160 |
\$ 121 |
\$ 522 |
\$ 428 |
| Diluted earnings per share attributable to NYSE Euronext - as adjusted \$ | 0.71 | \$ 0.61 |
\$ 0.46 |
\$ 1.98 |
\$ 1.64 |
| 30% 42% 34% 45% 726 94 105 82 1,050 77 374 599 69 25 350 155 180 249 2,415 278 315 236 136 3,380 239 1,898 70 1,052 575 645 846 Consolidated 43 Consolidated 1,243 201 \$ \$ \$ \$ \$ \$ \$ \$ (38) (38) (38) (1) (1) (1) (113) (112) (112) N/M N/M N/M N/M Corporate and Corporate and 38 1 111 Eliminations Eliminations - - - - - - - - - - - - - - - - - - \$ \$ \$ \$ \$ \$ \$ \$ Three months ended Nine months ended September 30, 2010 September 30, 2010 21% 30% 18% 26% Services and Services and Technology 82 10 5 79 19 24 34 Technology 94 236 330 330 26 15 46 87 31 113 113 243 61 Information Information Solutions - - - - - Solutions - - - - - \$ \$ \$ \$ \$ \$ \$ \$ Trading and Trading and 34% 49% 36% 50% 503 52 105 34 694 77 319 298 44 15 153 86 145 1,632 149 315 109 2,205 239 1,035 132 466 292 333 465 101 931 41 Listings - Listings - Cash Cash \$ \$ \$ \$ \$ \$ \$ \$ 49% 57% 57% 64% 9 55 188 15 5 80 88 108 35 28 846 208 638 232 350 406 223 11 243 93 783 43 13 363 Derivatives Derivatives - - - - - - \$ \$ \$ \$ \$ \$ \$ \$ 41% 51% 39% 49% 904 93 113 92 56 1,258 109 445 704 72 29 344 259 288 360 334 263 159 3,498 287 1,167 2,044 212 68 1,039 725 793 1,005 Consolidated Consolidated 2,461 281 \$ \$ \$ \$ \$ \$ \$ \$ (47) (27) (27) N/M N/M (1) (1) (2) (2) (147) (97) (97) N/M N/M 20 27 50 95 Eliminations Eliminations Corporate Corporate - - - - - - - - - - - - - - - - and and \$ \$ \$ \$ \$ \$ \$ \$ Three months ended Nine months ended September 30, 2011 September 30, 2011 25% 36% 26% 35% Services and Services and Technology 92 14 2 80 29 Technology 99 264 4 128 33 125 125 31 45 363 363 33 235 91 95 Information Information Solutions Solutions - - - - - - - - - - \$ \$ \$ \$ \$ \$ \$ \$ Cash Trading Cash Trading 44% 57% 40% 54% 616 49 109 6 149 202 1,636 334 129 2,246 1,008 139 408 113 47 825 363 353 47 151 155 147 287 951 11 461 397 547 and Listings and Listings - - \$ \$ \$ \$ \$ \$ \$ \$ 57% 62% 57% 63% 82 140 40 288 11 9 308 226 11 1 86 128 129 825 35 31 891 216 675 3 248 384 387 427 Derivatives Derivatives - - - - - - \$ \$ \$ \$ \$ \$ \$ \$ [c] + [a] + [b] [c] + [a] + [b] [c] + [b] [c] + [b] [a] [b] [c] [a] [b] [c] Total revenues, less transaction-based expenses Total revenues, less transaction-based expenses Liquidity payments, routing and clearing Liquidity payments, routing and clearing Merger expenses and exit costs (M&E) Merger expenses and exit costs (M&E) Operating income excluding M&E Operating income excluding M&E Depreciation and amortization Operating margin excluding M&E Depreciation and amortization Operating margin excluding M&E Transaction and clearing fees Transaction and clearing fees Transaction-based expenses: Other operating expenses Transaction-based expenses: Other operating expenses Adjusted EBITDA margin Adjusted EBITDA margin Operating income - GAAP Operating income - GAAP Technology services Technology services Total revenues Total revenues Other revenues Other revenues Section 31 fees Section 31 fees Adjusted EBITDA Adjusted EBITDA Market data Market data Listing Listing Revenues Revenues |
(in millions) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| We use non-GAAP financial measures of operating performance. Non-GAAP measures do not replace and are not superior to the presentation of |
NYSE Euronext Segment Results (unaudited) 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.
| Fixed operating expenses for the three months ended September 30, 2011 - GAAP Less: |
\$ 445 |
|
|---|---|---|
| Merger expenses and exit costs | \$ (29) 416 |
|
| Excluding the impact of: | ||
| Currency translation | (10) | |
| Acquisitions and new business initiatives | (8) * | |
| Fixed operating expenses for the three months ended September 30, 2011 - as adjusted | \$ 398 |
[a] |
| Fixed operating expenses for the three months ended September 30, 2010 - GAAP | \$ 444 |
|
| Less: | ||
| Merger expenses and exit costs | (25) | |
| \$ 419 |
[b] | |
| Variance (\$) | \$ (21) |
[a] - [b] = [c] |
| Variance (%) | -5% | [c] / [b] |
| Fixed operating expenses for the nine months ended September 30, 2011 - GAAP | \$ 1,319 |
|
| Less: | ||
| Merger expenses and exit costs | (68) | |
| \$ 1,251 |
||
| Excluding the impact of: | ||
| Currency translation | (28) | |
| Acquisitions and new business initiatives | (23) * | |
| Fixed operating expenses for the nine months ended September 30, 2011 - as adjusted | \$ 1,200 |
[a] |
| Fixed operating expenses for the nine months ended September 30, 2010 - GAAP | \$ 1,323 |
|
| Less: | ||
| Merger expenses and exit costs | (70) | |
| \$ 1,253 |
[b] | |
| Variance (\$) | \$ (53) |
[a] - [b] = [c] |
| Variance (%) | -4% | [c] / [b] |
* Includes the contribution of APX, Corporate Board Member and 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
| (in millions) | ||
|---|---|---|
| September | December | |||
|---|---|---|---|---|
| 30, 2011 | 31, 2010 | |||
| Assets | ||||
| Current assets: | ||||
| Cash, cash equivalents and short term financial investments | \$ 370 |
\$ | 379 | |
| Accounts receivable, net | 489 | 526 | ||
| Deferred income taxes | 70 | 120 | ||
| Other current assets | 194 | 149 | ||
| Total current assets | 1,123 | 1,174 | ||
| Property and equipment, net | 974 | 1,021 | ||
| Goodwill | 4,091 | 4,050 | ||
| Other intangible assets, net | 5,839 | 5,837 | ||
| Deferred income taxes | 564 | 633 | ||
| Other assets | 635 | 663 | ||
| Total assets | \$ 13,226 |
\$ | 13,378 | |
| Liabilities and equity | ||||
| Accounts payable and accrued expenses | \$ 780 |
\$ | 910 | |
| Deferred revenue | 244 | 176 | ||
| Short term debt | 31 | 366 | ||
| Deferred income taxes | 24 | 2 | ||
| Total current liabilities | 1,079 | 1,454 | ||
| Long term debt | 2,084 | 2,074 | ||
| Deferred income taxes | 1,941 | 2,007 | ||
| Accrued employee benefits | 440 | 499 | ||
| Deferred revenue | 376 | 366 | ||
| Other liabilities | 63 | 134 | ||
| Total liabilities | 5,983 | 6,534 | ||
| Redeemable noncontrolling interest | 256 | - | ||
| Equity | 6,987 | 6,844 | ||
| Total liabilities and equity | \$ 13,226 |
\$ | 13,378 |
| Average Daily Volume | Total Volume | Total Volume | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Unaudited) | 3Q11 | 2Q11 | % ∆ 3Q11 vs. 2Q11 3Q10 |
% ∆ 3Q11 vs. 3Q10 |
3Q11 | 2Q11 | % ∆ 3Q11 vs. 2Q11 |
3Q10 | % ∆ 3Q11 vs. 3Q10 |
YTD 2011 YTD 2010 | % ∆ | |||
| Number of Trading Days - European Markets Number of Trading Days - U.S. Markets |
66 64 |
63 63 |
66 64 |
66 64 |
63 63 |
66 64 |
193 189 |
192 188 |
||||||
| European Derivatives Products (contracts in thousands) | 4,349 5,294 | -17.9% 3,828 | 13.6% | 287,064 333,522 | -13.9% 252,695 | 13.6% | 917,114 975,899 | -6.0% | ||||||
| of which Bclear Avg. Net Rate Per Contract (ex. Bclear) |
826 | 2,125 \$ 0.679 \$ 0.741 |
-61.1% | 845 -8.4% \$ 0.670 |
-2.2% 1.3% |
54,508 | 133,874 \$ 0.679 \$ 0.741 |
-59.3% | 55,746 -8.4% \$ 0.670 |
-2.2% 1.3% |
237,718 | 284,009 \$ 0.702 \$ 0.658 |
-16.3% 6.4% |
|
| Avg. Net Rate Per Contract (ex. Bclear) - Currency Neutral | \$ 0.679 \$ 0.732 | -7.2% \$ 0.696 | -2.4% | \$ 0.679 \$ 0.732 | -7.2% \$ 0.696 | -2.4% | ||||||||
| Total Interest Rate Products1 | 2,347 2,147 | 9.4% 1,952 | 20.3% | 154,927 135,231 | 14.6% 128,787 | 20.3% | 462,950 467,703 | -1.0% | ||||||
| Short Term Interest Rate Products Medium and Long Term Interest Rate Products |
2,198 149 |
2,006 141 |
5.7% | 9.6% 1,842 110 |
19.3% 35.6% |
145,086 9,841 |
126,347 8,884 |
10.8% | 14.8% 121,540 7,247 |
19.4% 35.8% |
435,804 27,146 |
445,381 22,322 |
-2.2% 21.6% |
|
| Total Equity Products2 | 1,923 3,063 | -37.2% 1,795 | 7.2% | 126,943 192,980 | -34.2% 118,533 | 7.1% | 438,033 496,067 | -11.7% | ||||||
| Individual Equity Products | 1,250 | 2,535 | -50.7% 1,246 | 0.3% | 82,515 | 159,703 | -48.3% | 82,269 | 0.3% | 323,229 | 376,046 | -14.0% | ||
| Futures Options |
658 592 |
1,984 551 |
-66.8% 7.4% |
696 550 |
-5.5% 7.7% |
43,421 39,094 |
124,971 34,731 |
-65.3% 12.6% |
45,965 36,305 |
-5.5% 7.7% |
205,169 118,060 |
242,981 133,065 |
-15.6% -11.3% |
|
| Equity Index Products | 673 | 528 | 27.4% | 549 | 22.6% | 44,428 | 33,277 | 33.5% | 36,264 | 22.5% | 114,805 | 120,021 | -4.3% | |
| of which Bclear | 826 | 2,125 | -61.1% | 845 | -2.2% | 54,508 | 133,874 | -59.3% | 55,746 | -2.2% | 237,718 | 284,009 | -16.3% | |
| Individual E quit y P roduc t s Futures |
733 635 |
2,053 1,959 |
-64.3% -67.6% |
768 685 |
-4.5% -7.3% |
48,400 41,901 |
129,324 123,429 |
-62.6% -66.1% |
50,697 45,223 |
-4.5% -7.3% |
221,876 201,767 |
265,069 242,099 |
-16.3% -16.7% |
|
| Options Equity Index Products |
98 93 |
94 72 |
5.2% 28.1% |
83 76 |
18.7% 21.0% |
6,499 6,108 |
5,895 4,551 |
10.2% 34.2% |
5,475 5,048 |
18.7% 21.0% |
20,109 15,841 |
22,969 18,940 |
-12.5% -16.4% |
|
| Commodity Products | 79 | 84 | -6.3% | 81 | -2.5% | 5,193 | 5,312 | -2.2% | 5,375 | -3.4% | 16,131 | 12,128 | 33.0% | |
| U.S. Derivatives Products (contracts in thousands) | ||||||||||||||
| Avg. Net Rate Per Contract (ex. Liffe U.S. volumes) | \$ 0.154 \$ 0.165 | -6.7% \$ 0.171 | -9.9% | \$ 0.154 \$ 0.165 | -6.7% \$ 0.171 | -9.9% | \$ 0.161 \$ 0.172 | -6.4% | ||||||
| Equity Options Contracts3 Total Consolidated Options Contracts |
18,477 | 4,866 4,052 15,759 |
20.1% 3,189 17.3% 12,484 |
52.6% 48.0% |
311,430 255,306 1,182,554 |
992,810 | 22.0% 204,078 19.1% 798,990 |
52.6% 48.0% |
840,169 687,388 3,248,325 2,642,003 |
22.2% 22.9% |
||||
| Share of Total Consolidated Options Contracts | 26.3% 25.7% | 25.5% | 26.3% | 25.7% | 25.5% | 25.9% | 26.0% | |||||||
| NYSE Liffe U.S. | ||||||||||||||
| Futures and Futures Options Volume* | 117.8 | 93.4 | 26.1% | 10.7 1001.0% | 7,775.5 | 5,980.7 | 30.0% | 684.8 1035.4% | 15,100.6 | 3,122.6 | 383.6% | |||
| European Cash Products (trades in thousands) | 1,907 1,540 | 23.9% 1,364 | 39.8% | 125,891 | 96,999 | 29.8% | 90,023 | 39.8% | 338,267 284,732 | 18.8% | ||||
| Avg. Net Revenue Per Transaction Avg. Net Revenue Per Transaction - Currency Neutral |
\$ 0.635 \$ 0.742 \$ 0.635 \$ 0.727 |
-14.4% \$ 0.655 -12.7% \$ 0.716 |
-3.1% -11.3% |
\$ 0.635 \$ 0.742 \$ 0.635 \$ 0.727 |
-14.4% \$ 0.655 -12.7% \$ 0.716 |
-3.1% -11.3% |
\$ 0.677 \$ 0.699 | -3.1% | ||||||
| Equities | 1,832 1,482 | 23.6% 1,310 | 39.8% | 120,893 | 93,350 | 29.5% | 86,444 | 39.9% | 325,084 273,348 | 18.9% | ||||
| Exchange-Traded Funds Structured Products Bonds |
25 46 5 |
16 36 5 |
51.8% 26.8% -8.9% |
16 33 5 |
55.4% 40.1% -7.6% |
1,641 3,052 305 |
1,032 2,298 319 |
59.0% 32.9% -4.5% |
1,059 2,197 323 |
54.9% 38.9% -5.6% |
3,988 8,223 972 |
3,432 6,844 1,108 |
16.2% 20.1% -12.3% |
|
| U.S. Cash Products (shares in millions) Avg. Net Fee Per 100 Shares Handled |
2,608 2,075 \$ 0.0383 \$ 0.0390 |
25.7% 2,396 -1.8% \$ 0.0320 |
8.8% 19.7% |
166,914 130,722 | \$ 0.0383 \$ 0.0390 | 27.7% 153,359 -1.8% \$ 0.0320 |
8.8% 19.7% |
440,850 511,225 | \$ 0.0381 \$ 0.0311 | -13.8% 22.5% |
||||
| NYSE Listed (Tape A) Issues 4 | ||||||||||||||
| Handled Volume 5 | 1,806 1,461 | 23.6% 1,720 | 5.0% | 115,591 | 92,072 | 25.5% 110,058 | 5.0% | 311,061 370,774 | -16.1% | |||||
| Matched Volume 6 Total NYSE Listed Consolidated Volume |
1,717 1,384 4,801 3,935 |
24.0% 1,625 22.0% 4,275 |
5.7% 12.3% |
109,900 307,295 247,909 |
87,216 | 26.0% 104,021 24.0% 273,580 |
5.7% 12.3% |
294,921 347,375 838,416 949,963 |
-15.1% -11.7% |
|||||
| Share of Total Consolidated Volume Handled Volume 5 |
37.6% 37.1% | 40.2% | 37.6% | 37.1% | 40.2% | 37.1% | 39.0% | |||||||
| Matched Volume 6 | 35.8% 35.2% | 38.0% | 35.8% | 35.2% | 38.0% | 35.2% | 36.6% | |||||||
| NYSE Arca & Amex (Tape B) Listed Issues | ||||||||||||||
| Handled Volume 5 Matched Volume 6 |
469 423 |
335 301 |
40.1% 40.5% |
352 320 |
33.2% 32.2% |
30,007 27,094 |
21,085 18,976 |
42.3% 42.8% |
22,524 20,499 |
33.2% 32.2% |
72,582 65,340 |
76,244 68,405 |
-4.8% -4.5% |
|
| Total NYSE Arca & Amex Listed Consolidated Volume | 1,798 1,287 | 39.7% 1,292 | 39.2% | 115,086 | 81,111 | 41.9% | 82,696 | 39.2% | 279,949 288,405 | -2.9% | ||||
| Share of Total NYSE Arca & NYSE Amex Listed Consolidated Volume Handled Volume 5 |
||||||||||||||
| Matched Volume 6 | 26.1% 26.0% 23.5% 23.4% |
27.2% 24.8% |
26.1% 23.5% |
26.0% 23.4% |
27.2% 24.8% |
25.9% 23.3% |
26.4% 23.7% |
|||||||
| Nasdaq Listed Issues (Tape C) | ||||||||||||||
| Handled Volume 5 | 333 | 279 | 19.2% | 325 | 2.6% | 21,316 | 17,597 | 21.1% | 20,777 | 2.6% | 57,208 | 64,206 | -10.9% | |
| Matched Volume 6 Total Nasdaq Listed Consolidated Volume |
292 2,183 |
237 1,996 |
23.5% | 280 9.3% 2,020 |
4.4% 8.0% |
18,719 139,681 |
14,924 125,745 |
25.4% | 17,933 11.1% 129,308 |
4.4% 8.0% |
49,214 392,592 |
54,021 431,299 |
-8.9% -9.0% |
|
| Share of Total Nasdaq Listed Consolidated Volume | ||||||||||||||
| Handled Volume 5 Matched Volume 6 |
15.3% 14.0% 13.4% 11.9% |
16.1% 13.9% |
15.3% 13.4% |
14.0% 11.9% |
16.1% 13.9% |
14.6% 12.5% |
14.9% 12.5% |
|||||||
| Exchange-Traded Funds 5,7 | ||||||||||||||
| Handled Volume 5 | 455 | 309 | 47.4% | 344 | 32.2% | 29,119 | 19,446 | 49.7% | 22,034 | 32.2% | 68,122 | 73,607 | -7.5% | |
| Matched Volume 6 Total ETF Consolidated Volume |
410 1,783 |
277 1,210 |
48.0% | 313 47.3% 1,287 |
31.1% 38.5% |
26,271 114,109 |
17,468 76,252 |
50.4% 49.6% |
20,037 82,366 |
31.1% 38.5% |
61,281 267,573 |
66,172 285,403 |
-7.4% -6.2% |
|
| Share of Total ETF Consolidated Volume | ||||||||||||||
| Handled Volume 5 Matched Volume 6 |
25.5% 25.5% 23.0% 22.9% |
26.8% 24.3% |
25.5% 23.0% |
25.5% 22.9% |
26.8% 24.3% |
25.5% 22.9% |
25.8% 23.2% |
1 Data includes currency products.
2 Includes trading activities for Bclear, NYSE Liffe's service for Equity OTC derivatives.
3 Includes trading in U.S. equity options contracts, not equity-index options.
4 Includes all volume executed in NYSE Group crossing sessions.
5 All trading activity is single-counted, except European cash trading w hich is double counted to include both buys and sells. 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. 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.
6 Represents the total number of shares of equity securities and ETFs executed on the NYSE Group's exchanges.
7 Data included in previously identified categories.
*
Source: NYSE Euronext, Options Clearing Corporation and Consolidated Tape as reported for equity securities.
| Three Months Ended | |||
|---|---|---|---|
| (Unaudited) | Sept. 30, 2011 | June 30, 2011 | Sept. 30, 2010 |
| NYSE Euronext Listed Issuers | |||
| NYSE Listed Issuers | |||
| Issuers listed on U.S. Markets1 | 2,948 | 2,956 | 2,928 |
| Number of new issuer listings1 | 78 | 155 | 31 |
| Capital raised in connection with new listings (\$millions)2 | \$2,199 | \$11,709 | \$3,650 |
| Euronext Listed Issuers | |||
| Issuers listed on Euronext1 | 947 | 964 | 995 |
| Number of new issuer listings3 | 17 | 20 | 21 |
| Capital raised in connection with new listings (\$millions)2 | \$107 | \$72 | \$58 |
| NYSE Euronext Market Data | |||
| NYSE Market Data4 | |||
| Share of Tape A revenues (%) | 44.5% | 45.8% | 50.3% |
| Share of Tape B revenues (%) | 30.0% | 30.2% | 33.1% |
| Share of Tape C revenues (%) | 18.7% | 18.4% | 21.8% |
| Professional subscribers (Tape A) | 374,784 | 383,606 | 381,658 |
| Euronext Market Data | |||
| Number of terminals | 231,474 | 231,544 | 239,098 |
| NYSE Euronext Operating Expenses | |||
| NYSE Euronext employee headcount | |||
| NYSE Euronext headcount | 3,074 | 2,988 | 3,030 |
| NYSE Euronext Financial Statistics | |||
| NYSE Euronext foreign exchange rate | |||
| Average €/US\$ exchange rate | \$1.414 | \$1.439 | \$1.292 |
| Average £/US\$ exchange rate | \$1.611 | \$1.631 | \$1.550 |
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 1,328 ETFs and 2 operating companies exclusively listed on NYSE Arca as of September 30, 2011. There w ere 457 corporate structured products listed on the NYSE as of September 30, 2011. Figures for new issuer listings include NYSE new listings (including new operating companies, special-purpose acquisition companies and closed-
Euronext figures show capital raised in millions of dollars by operating companies listed on Euronext, NYSE Alternext and Free Market and do not 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 September 30, 2011, 181 companies w ere listed on NYSE Alternext, 265 on Free Market and 678 ETFs w ere listed on NextTrack.
2 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. structured products (w arrants and certificates).
3 Euronext figures include operating companies listed on Euronext, NYSE Alternext and Free Market and do not include closed-end funds, ETFs and
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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