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Euronext N.V.

Earnings Release Apr 30, 2009

3839_iss_2009-04-30_1ee3e800-2e5f-4e9e-969d-cbd9dd7c12bd.pdf

Earnings Release

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CONTACT | Eric Ryan 212.656.2411 [email protected]

NYSE Euronext Announces First Quarter 2009 Financial Results

--GAAP diluted EPS of \$0.40; pro forma diluted EPS of \$0.43-- --Pro forma fixed operating expenses decrease 11% to \$422 million from the fourth quarter of 2008-- --Acceleration of cost rationalization efforts will drive incremental savings of \$100 million in 2009--

Conference Call, Thursday April 30, 2009 at 8:00 a.m. (New York, EDT)/2:00p.m. (Paris, CET)

NEW YORK – April 30, 2009 – NYSE Euronext (NYX) today reported net income of \$104 million, or \$0.40 per diluted share, for the first quarter of 2009, compared to net income of \$230 million, or \$0.87 per diluted share for the first quarter of 2008. Included in these GAAP results are \$23 million of pre-tax merger expenses and exit costs for the first quarter of 2009, and \$17 million for the first quarter of 2008.

Pro forma non-GAAP net income for the first quarter of 2009 was \$112 million, or \$0.43 per diluted share, compared to net income of \$240 million, or \$0.90 per diluted share, for the first quarter of 2008. Pro forma non-GAAP results exclude activity assessment and Section 31 fees, merger expenses and exit costs, as well as favorable discrete tax credits. A full reconciliation of these non-GAAP results is included in the attached tables.

"Since we reported record results in the first quarter of 2008, the financial services landscape has undergone a significant transformation," said Duncan L. Niederauer, CEO, NYSE Euronext. "Despite adverse market conditions, we have stayed focused on executing our two pronged strategy, to broaden and diversify our streams of revenue, and at the same time, reduce our costs and make us more efficient, streamlined and agile. With each new quarter, we continue to make steady progress on both fronts, and I am confident that as market conditions stabilize we will be well positioned for growth."

(\$ in millions) 1Q09 4Q08 1Q08
\$1,112 \$1,177 \$1,110
Gross Revenues
Net Revenues \$604 \$683 \$767
Fixed Operating (\$422) (\$473) (\$415)
Expenses
Operating Income \$182 \$210 \$354
Net Income \$112 \$137 \$240
Diluted Earnings Per \$0.43 \$0.52 \$0.90
Share

The table below summarizes our first quarter pro forma non-GAAP results.

Financial highlights on a pro forma non-GAAP basis include:

  • Gross revenues, excluding activity assessment fees, were \$1,112 million in the first quarter of 2009 in line with \$1,110 million reported in the first quarter of 2008. First quarter 2009 gross revenues were impacted by lower European cash and derivatives volumes, currency headwinds and structural changes to the U.S. cash pricing model which increased gross revenues.
  • Net revenues, defined as gross revenues less direct transaction costs comprised of Section 31 fees, liquidity payments, and routing and clearing fees, were \$604 million for the first quarter of 2009, compared to \$767 million in the first quarter of 2008. Net revenues were negatively impacted by net price reductions in both the U.S. and European cash markets, coupled with volume declines in the European cash and derivatives markets. In addition, foreign currency fluctuations on net revenues had a negative impact of (\$64) million for the three months ended March 31, 2009.
  • Fixed operating expenses, defined as operating expenses less merger expenses and exit costs, direct transaction costs, and excluding regulatory fine income, were \$422 million, an increase of 2%, compared to the first quarter of 2008, but an 11%, or \$51 million decrease compared to the fourth quarter of 2008. Excluding the impact of currency translation, acquisitions and dispositions of businesses, and selected strategic initiatives, fixed operating expenses in the first quarter of 2009 decreased \$41 million, or 10%, compared to the first quarter of 2008.
  • Operating income was \$182 million, compared to \$354 million in the first quarter of 2008 and includes a negative impact of (\$29) million for currency fluctuations.
  • Diluted earnings per share in the first quarter of 2009 declined by \$0.47, or 52%, compared with the prior year period. The decline includes a (\$0.07) per share negative impact for currency fluctuations.

"In the first quarter, we accelerated our cost efficiency initiatives, which resulted in a \$51 million decline in fixed costs compared to the fourth quarter of 2008," said Michael S. Geltzeiler, Group Executive Vice President and Chief Financial Officer, NYSE Euronext. "Furthermore we achieved our \$120 million first quarter target for run-rate technology savings, we already achieved the \$120 million in cost savings related to our acquisition of Amex, and we have significantly increased the pace of our restructuring plans in the U.S. and Europe. Based on our first quarter results and an accelerated company-wide focus on expense rationalization efforts, we are increasing our cost savings guidance by an incremental \$100 million to be realized in 2009."

Other Financial Highlights

  • At March 31, 2009, NYSE Euronext had cash, cash equivalents, investment and other securities of \$0.7 billion and gross debt of \$2.5 billion, a decrease of \$0.4 billion from \$2.9 billion at December 31, 2008.
  • The previously announced strategic partnership between the State of Qatar and NYSE Euronext to build a new integrated cash and derivatives exchange in Doha is in the process of being restructured. NYSE Euronext, as part of the restructured agreement, will now purchase a 20% stake in the Qatar Securities Market (QSM) for \$200 million, with installment payments of \$40 million over a period of four years from closing. The restructured agreement is now expected to close in the next few months.

  • NYSE Euronext completed a partial refinancing of the 364-day back-up facility, which expired on April 1, 2009. The new \$500 million 364-day back-up facility will be in place through March 31, 2010. We now have \$2.7 billion in committed bank facilities.

  • NYSE Euronext completed a €250 million increase of the €750 million 5.375% notes due June 2015 on April 22, 2009. The new €250 million increase has an effective cost of 6.06% and the proceeds from the new note will be used primarily to pay-down the ₤250 million notes due in June 2009.
  • NYSE Euronext will make a \$0.30 quarterly dividend per share payment on June 30, 2009 to shareholders of record as of June 15, 2009.

Market and Business Summary

U.S. Cash Equities

  • In the first quarter of 2009, handled average daily trading volume (ADV) across all markets was 4.0 billion shares traded, a 14.5% increase over the first quarter of 2008, characterized by strong growth across NYSE-listed (Tape A) and NYSE Amex-listed (Tape B) securities of 11.4% and 66.2%, respectively. NYSE-listed (Tape A) matched market share in the first quarter of 2009 was 41.5%.
  • NYSE Euronext announced new transaction pricing, effective March 1, 2009, for its NYSE and NYSE Arca platforms. The new fee changes for NYSE and NYSE Arca were effected in conjunction with the start of the roll-out of NYSE execution speed improvements.
  • The former Amex cash equities business was rebranded NYSE Amex and all the former Amex businesses were migrated to NYSE Euronext platforms.
  • NYSE Euronext and BIDS Holdings, L.P. launched their joint venture, the New York Block Exchange (NYBXSM), an innovative new platform designed to maximize access to liquidity and improve execution quality in the U.S. equity block trading market. Institutional investors and other market participants can now execute block trades on NYBXSM, the first venue of its kind to allow non-displayed liquidity to anonymously access both the displayed and reserve liquidity of the NYSE order book.

European Cash Equities

  • In the first quarter of 2009, ADV for NYSE Euronext's European cash markets was 1.4 million transactions, a decrease of 17.3% from a record 1.7 million transactions executed in the first quarter of 2008. First quarter 2008 trading volumes benefited from higher industry trading volumes driven by increased market volatility during the month of January 2008.
  • NYSE Euronext launched SmartPoolSM, a new European dark pool Multilateral Trading Facility (MTF) for trading of block orders on stocks from fifteen European countries.
  • NYSE Euronext launched NYSE Arca Europe, an MTF which provides customers with low-cost, high-speed access to the most actively-traded European blue-chip stocks from select European countries not already listed on its European cash regulated markets.
  • NYSE Euronext's cash equities trading successfully migrated to NYSE Euronext's nextgeneration Universal Trading Platform (UTP) from the NSC platform. European

customers are now benefiting from dramatically decreased internal round trip latency of 150-400 microseconds, as compared to 1.5 milliseconds before the UTP conversion.

• NYSE Euronext announced a new integrated transaction pricing structure, effective April 1, 2009, that is intended to improve the company's overall competitive position in Europe by simplifying and reducing trading fees for customers across its pan-European cash equity markets.

Global Exchange Traded Products

  • NYSE Euronext U.S. matched ADV in the first quarter of 2009 was 610 million shares, compared to 385 million in the first quarter of 2008, a 58.3% increase. The first quarter of 2008 did not include the former Amex Exchange Traded Products business.
  • In the first quarter of 2009, consolidated Exchange Traded Products U.S. dollar volume traded represented approximately 40% of all consolidated U.S. dollar volume traded.
  • As of the first quarter of 2009, NYSE Euronext had issued over 650 index licenses to various exchange traded index tracking products, compared to approximately 500 as of the first quarter of 2008.
  • NYSE Euronext launched a new Futures Incentive Program (FIP) targeting customers active in Exchange Traded Products (ETPs) such as GLD, SLV, and IAU listed on NYSE Arca, as well as gold and silver futures on NYSE Liffe U.S. Eligible participants, who trade gold and silver futures on NYSE Liffe U.S. in conjunction with precious metals ETPs on NYSE Arca, can qualify for fee rebates and benefit from significant cost reductions commensurate with their trading activity.
  • NYSE Euronext and the Shanghai Stock Exchange (SSE) signed a Memorandum of Understanding (MOU) to expand their current relationship by establishing a cooperative relationship for the joint development of Indexes and ETFs in China, the U.S. and globally. The MOU builds on the existing cooperation agreement between the former New York Stock Exchange and the Shanghai Stock Exchange established in October 2003.

European Derivatives

  • In the first quarter of 2009, European derivatives ADV was 3.8 million contracts, a decrease of 17.0% compared to the first quarter of 2008, but an increase of 2.4% from the fourth quarter of 2008. The first quarter of 2008 was a record quarter for NYSE Liffe. Bclear, NYSE Liffe's trade administration and clearing service, processed an average of 700 thousand contracts per day in the first quarter of 2009, an increase of 31.6%, compared to the first quarter of 2008.
  • NYSE Liffe launched futures contracts on thirteen MSCI indices on Bclear in the first quarter of 2009. The thirteen MSCI indices are widely used by asset managers as wellestablished benchmarks of companies' performance in a range of regions and markets around the world and together they offer global coverage. NYSE Liffe's launch of futures on the MSCI indices is designed to accommodate for the current lack of regional, exchange-traded index futures outside Europe.
  • NYSE Liffe, through Bclear, launched commodity cash-settled swap futures and options against the benchmark Robusta Coffee, Cocoa and White Sugar contracts already traded

on NYSE Liffe. Further commodity products, including soft and agricultural products, are expected to be added to Bclear in the future.

• NYSE Liffe introduced two new connectivity options that will enable customers in Frankfurt, Germany to access the NYSE Liffe derivatives market faster and more costeffectively. Customers in Frankfurt are now able to connect to one of two NYSE Euronext Secure Financial Transaction Infrastructure (SFTI) centers in Frankfurt.

U.S. Derivatives

  • In the first quarter of 2009, U.S. equity options ADV was 2.3 million contracts, a 17.2% increase compared to the first quarter of 2008, which did not include trading activity from the former Amex options business acquired in the fourth quarter of 2008. Overall U.S. equity options industry ADV contracted 1.5% during the same period. U.S. option ADV for issues in the Penny Pilot was 1.3 million contracts, a 33.0% increase compared to the first quarter of 2008, which did not include the Amex option business.
  • NYSE Liffe U.S. precious metals futures ADV in the first quarter of 2009 was 21 thousand contracts, for a total of 1.3 million contracts traded during the quarter.
  • NYSE Amex options completed its transition to a new, state-of-the-art trading floor located at the NYSE, supported by NYSE Arca technology that has enhanced speed, order executions and increased capacity.
  • NYSE Liffe U.S. completed the upgrade to the latest version of LIFFE CONNECT® and transitioned to its new clearing house, the Options Clearing Corporation (OCC).

Global Listings

• In the first quarter of 2009, a total of four IPOs listed on NYSE and NYSE Amex for total proceeds of \$1.2 billion. The four new IPOs were Mead Johnson Nutrition Co. (\$828 million) listed on NYSE, NIVS Intellimedia Technology (\$2 million) listed on the NYSE Amex, Western Asset Muni Defined (\$218 million) listed on NYSE and Nuveen Municipal Value Fund 2 (\$173 million) listed on NYSE Amex. NIVS Intellimedia Technology was the first Chinese company to raise capital on NYSE Amex since the acquisition of Amex.

NYSE Technologies

  • NYSE Technologies continued the roll-out of the Secure Financial Transaction Infrastructure (SFTI) in Europe and is expected to begin generating revenues in the second quarter of 2009.
  • NYSE Technologies' SFTI network continued its expansion with the addition of DirectEdge, giving SFTI a connection to all displayed U.S. equity markets.
  • Société Générale signed an agreement with NYSE Technologies to supply its market data cost management software and services, Data Access and Reporting Tools (DART) Usage Analysis for Bloomberg terminals.
  • Itau Securities selected NYSE Technologies to develop a next-generation electronic trading platform that will allow Itau Securities' customers around the world to send orders directly to Brazil's BM&F Bovespa market center.

Analyst/Investor/Media Call: April 30, 2009 at 8:00am (NY/EDT)/2:00pm (Paris/CET)

A presentation and live audio webcast of the first quarter 2009 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: 800.510.0219 International: 617.614.3451 Passcode: 15588525

Replay Dial-in Information: United States: 888.286.8010 International: 617.801.6888 Passcode: 48841000

The results of operations of Euronext N.V. for the three months ended March 31, 2009 are reported under U.S. GAAP under the caption "European Operations" in the accompanying tables. Questions regarding Euronext N.V.'s results should be directed to Investor Relations (contact details provided below).

Note: NYSE Euronext net revenues (defined as total revenues less direct transaction costs comprised of Section 31 fees, liquidity payments, and routing and clearing fees) from its primary business activities are represented below as a percentage of total net revenues for the first quarter:

  • -- Derivatives trading accounts for 24%
  • -- European cash trading accounts for 17%
  • -- U.S. cash trading accounts for 9%
  • -- Market data accounts for 17%
  • -- Listing accounts for 16%
  • -- Software and technology services accounts for 7%

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 and exit costs, other non-recurring 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 Earnings News Release with Tables and Operating Data

About NYSE Euronext

NYSE Euronext (NYX) is the world's most diverse exchange group, offering a broad and growing array of financial products and services in Europe and the United States that include cash equities, futures, options, exchange-traded products, bonds, market data, and commercial technology solutions. With over 8,000 listed issues globally, NYSE Euronext's equities markets -- the New York Stock Exchange, Euronext, NYSE Arca, and NYSE Amex -- represent nearly 40% of the world's cash equities trading volume, the most liquidity of any global exchange group. NYSE Euronext also operates NYSE Liffe, the leading European derivatives business and the world's second largest derivatives business by value of trading. NYSE Euronext offers comprehensive global commercial technology, connectivity, and market data products and services through its innovative trading solutions unit, NYSE Technologies. NYSE Euronext is part of the S&P 500 index and the only exchange operator in the S&P 100 index. For more information, please visit: www.nyx.com.

Cautionary Note Regarding Forward-Looking Statements

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 reference document for 2008 ("document de référence") filed with the French Autorité des Marchés Financiers (Registered on April 28, 2009 under No. R. 09-031), 2008 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.

CONTACT: Media

+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)

CONTACT: Investor Relations

+1.212.656.5700 (New York) +33.1.49.27.58.60 (Paris)

NYSE Euronext Condensed consolidated statements of income in accordance with U.S. GAAP (unaudited) (in millions, except per share data)

Three months ended March 31,
2009 2008
Revenues
Activity assessment \$
30
\$ 102
Cash trading 620 563
Derivatives trading 187 270
Listing 99 98
Market data 102 104
Software and technology services 44 25
Regulatory 14 13
Other 46 37
Total revenues 1,142 1,212
Section 31 fees (30) (102)
Liquidity payments (432) (273)
Routing and clearing (76) (70)
Merger expenses and exit costs (23) (17)
Compensation (169) (174)
Systems and communications (57) (83)
Professional services (54) (30)
Depreciation and amortization (68) (57)
Occupancy (36) (31)
Marketing and other (38) (40)
Regulatory fine income - 2
Operating income from continuing operations 159 337
Net interest and investment loss (26) (18)
Gain on sale of equity investment - 1
Income from associates - 1
Other income 5 10
Income from continuing operations before
income tax provision 138 331
Income tax provision (32) (98)
Income from continuing operations 106 233
Income from discontinued operations, net of tax - 1
Net income 106 234
Net income attributable to noncontrolling interest (2) (4)
Net income attributable to NYSE Euronext \$
104
\$ 230
Basic earnings per share from continuing operations \$
0.40
\$ 0.86
Basic earnings per share from discontinued operations - 0.01
Basic earnings attributable to NYSE Euronext per share \$
0.40
\$ 0.87
Diluted earnings per share from continuing operations \$
0.40
\$ 0.86
Diluted earnings per share from discontinued operations - 0.01
Diluted earnings attributable to NYSE Euronext per share \$
0.40
\$ 0.87
Basic weighted average shares outstanding 260 265
Diluted weighted average shares outstanding 260 266

NYSE Euronext Condensed combined statements of income including non-GAAP financial measures (unaudited) (in millions, except per share data)

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. Please refer to the table entitled "Reconciliation of non-GAAP Financial Measures to GAAP Measures (unaudited)"

Three months ended March 31, [a, b, c, d]
2009 2008
Pro Forma Pro Forma
Combined Combined
Revenues
Cash trading \$ 620 \$ 563
Derivatives trading 187 270
Listing 99 98
Market data 102 104
Software and technology services 44 25
Regulatory 14 13
Other 46 37
Total revenues 1,112 1,110
Liquidity payments (432) (273)
Routing and clearing (76) (70)
Compensation (169) (174)
Systems and communications (57) (83)
Professional services (54) (30)
Depreciation and amortization (68) (57)
Occupancy (36) (31)
Marketing and other (38) (40)
Regulatory fine income - 2
Operating income 182 354
Net interest and investment loss (26) (18)
Income from associates - 1
Other income 5 10
Income before income tax provision 161 347
Income tax provision [e] (47) (103)
Net income 114 244
Net income attributable to noncontrolling interest (2) (4)
Net income attributable to NYSE Euronext \$ 112 \$ 240
Basic earnings per share \$ 0.43 \$ 0.91
Diluted earnings per share \$ 0.43 \$ 0.90
Basic weighted average shares outstanding 260 265
Diluted weighted average shares outstanding 260 266

The pro forma non-GAAP results of NYSE Euronext include the following adjustments to the GAAP results:

  • [a] The results of operations are presented as if the divestiture of the investment in GL Trade had been completed at the beginning of the earliest period presented.
  • [b] Merger expenses and exit costs of \$23 million and \$17 million have been eliminated from the results of operations for the three months ended March 31, 2009 and 2008, respectively, as they represent nonrecurring charges.
  • [c] Activity assessment fees and Section 31 fees have been excluded from revenues and expenses, respectively, as they have no impact on operating income or net income.
  • [d] Gains on sale of equity investments of \$1 million have been eliminated from the results of operations for the three months ended March 31, 2008, as they represent non-recurring items.
  • [e] The income tax provision for the three months ended March 31, 2009 has been adjusted to exclude the favorable impact of certain discrete items, primarily tax credits, as they represent non-recurring items.

NYSE Euronext Condensed combined statements of income including non-GAAP financial measures (unaudited) (in millions, except per share data)

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
March 31, 2009 [a, b, c, d]
Three months ended
March 31, 2008 [a, b, c, d]
US
Operations
European
Operations
Corporate
Items [e]
Pro Forma
Combined
US
Operations
European
Operations
Corporate
Items [e]
Pro Forma
Combined
Revenues
Cash trading \$ 520 \$ 102 \$ (2) \$
620
\$ 393 \$ 170 -\$ 563\$
Derivatives trading 44 143 - 187 38 232 - 270
Listing 91 8 - 99 90 8 - 98
Market data 57 45 - 102 53 51 - 104
Other revenues 65 50 (11) 104 59 16 - 75
Total revenues (1) 777 348 (13) 1,112 633 477 - 1,110
Liquidity payments, routing and clearing (2) (479) (31) 2 (508) (297) (46) - (343)
Fixed operating expenses (245) (183) 6 (422) (216) (189) (10) (415)
Regulatory fine income - - - - 2 - - 2
Operating income \$ 53 \$ 134 \$ (5) \$
182
\$ 122 \$ 242 \$
(10)
354\$
Net revenues= (1) + (2) \$ 298 \$ 317 \$ (11) \$
604
\$ 336 \$ 431 -\$ 767\$

The pro forma non-GAAP results of NYSE Euronext include the following adjustments to the GAAP results:

[a] The results of operations are presented as if the divestiture of the investment in GL Trade had been completed at the beginning of the earliest period presented.

[b] Merger expenses and exit costs of \$23 million and \$17 million have been eliminated from the results of operations for the three months ended March 31, 2009 and 2008, respectively, as they represent nonrecurring charges.

[c] Activity assessment fees and Section 31 fees have been excluded from revenues and expenses, respectively, as they have no impact on operating income or net income.

[d] Gains on sale of equity investments of \$1 million have been eliminated from the results of operations for the three months ended March 31, 2008, as they represent nonrecurring items.

[e] Corporate Items include intercompany eliminations of revenues and expenses between U.S. and Europe.

NYSE Euronext Reconciliation of non-GAAP financial measures to GAAP measures (unaudited) (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 our GAAP financial results but are provided to improve overall understanding of our current financial performance and our prospects for the future.

U.S. GAAP Results Pro Forma
Adjustments
Pro Forma Combined
Three months ended March 31, 2009
Revenues \$ 1,142 \$
(30)
[a] \$
1,112
Operating expenses, net (983) 53 [a], [b] (930)
Operating income 159 23 182
Net interest and investment loss (26) - (26)
Other income 5 - 5
Income before income tax provision 138 23 161
Income tax provision (32) (15) [c] (47)
Net income 106 8 114
Noncontrolling interest (2) - (2)
Net income attributable to NYSE Euronext \$ 104 \$
8
\$
112
Pro Forma
U.S. GAAP Results Adjustments Pro Forma Combined
Three months ended March 31, 2008
Revenues \$ 1,212 \$
(102)
[a] \$
1,110
Operating expenses, net (875) 119 [a], [b] (756)
Operating income 337 17 354
Net interest and investment loss (18) - (18)

Gain on sale of businesses and equity investment 1 (1) - Income from associates 1 - 1 Other income 10 - 10 Income before income tax provision 331 16 347 Income tax provision (98) (5) [c] (103) Income from discontinued operations, net of tax 1 (1) [d] - Net income 234 10 244 Noncontrolling interest (4) - (4) Net income attributable to NYSE Euronext \$ 230 \$ 10 \$ 240

[a] Includes Activity assessment fees / Section 31 fees.

[b] Includes the following adjustments:

Three months ended
March 31, 2009 March 31, 2008
Section 31 fees \$
30
\$ 102
Merger expenses and exit costs 23 17
\$
53
\$ 119

[c] Includes the tax effect of pro forma adjustments and normalization of effective tax rate to disregard certain favorable discrete items, primarily tax credits, as they represent non-recurring items.

[d] Includes the adjustment to present results of operations as if the divestiture of GL Trade had been completed at the beginning of the earliest period presented.

NYSE Euronext Operating expenses including non-GAAP financial measures (unaudited) (in millions)

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

Operating expenses for the three months ended March 31, 2009 on a GAAP basis
less:
\$
983
Section 31 fees (30)
Liquidity payments (432)
Routing and clearing (76)
Merger expenses and exit costs (23)
Fixed operating expenses for the three months ended March 31, 2009 422
Excluding the impact of:
Currency translation 35
Acquisitions and dispositions, net * (51)
New business initiatives ** (18)
Capacity initiatives and integration (14)
Fixed operating expenses for the three months ended March 31, 2009 on a pro forma non-GAAP basis \$
374
[a]
Operating expenses for the three months ended March 31, 2008 on a GAAP basis \$
877
less:
Section 31 fees (102)
Liquidity payments (273)
Routing and clearing (70)
Merger expenses and exit costs (17)
Fixed operating expenses for the three months ended March 31, 2008 \$
415
[b]
Variance (\$) \$
(41)
[a] - [b] = [c]
Variance (%) -10% [c] / [b]
Operating expenses for the three months ended March 31, 2009 on a GAAP basis \$
983
less:
Section 31 fees (30)
Liquidity payments (432)
Routing and clearing
Merger expenses and exit costs
(76)
(23)
Fixed operating expenses for the three months ended March 31, 2009 422
Excluding the impact of:
Currency translation 5
Acquisitions and dispositions, net -
New business initiatives ** (5)
Capacity initiatives and integration (4)
Fixed operating expenses for the three months ended March 31, 2009 on a pro forma non-GAAP basis \$
418
[d]
Operating expenses for the three months ended December 31, 2008 on a GAAP basis \$
2,691
less:
Section 31 fees (40)
Liquidity payments (405)
Routing and clearing (89)
Impairment charges (1,590)
Merger expenses and exit costs (94)
Fixed operating expenses for the three months ended December 31, 2008 \$
473
[e]
Variance (\$) \$
(55)
[d] - [e] = [f]
Variance (%) -13% [f] / [d]

* Includes the contribution of Amex, Wombat and AEMS.

** Includes the contribution of new business initiatives, primarily SFTI Europe, SmartPool and NYSE Liffe U.S.

NYSE Euronext Condensed consolidated statements of financial condition (unaudited) (in millions)

March 31,
2009
December
31, 2008
Assets
Current assets:
Cash, cash equivalents, investment and other securities \$ 708 \$
1,013
Accounts receivable, net 704 744
Deferred income taxes 95 113
Other current assets 191 156
Total current assets 1,698 2,026
Property and equipment, net 706 695
Goodwill 3,852 3,985
Other intangible assets, net 5,685 5,866
Deferred income taxes 610 671
Investment in associates and other assets 676 705
Total assets \$ 13,227 \$
13,948
Liabilities and equity
Accounts payable and accrued expenses \$ 1,014 \$
1,330
Deferred revenue 377 113
Short term debt 812 1,101
Deferred income taxes 25 38
Total current liabilities 2,228 2,582
Accrued employee benefits 555 576
Deferred revenue 343 360
Long term debt 1,736 1,787
Deferred income taxes 1,972 2,002
Other liabilities 66 67
Total liabilities 6,900 7,374
Equity 6,327 6,574
Total liabilities and equity \$ 13,227 \$
13,948

NYSE Euronext Volume Summary - Cash Products Selected Statistical Data:

Average Daily Volume Total Volume
(Unaudited) Q1 '09 Q1 '08 % Chg Q1 '09 Q1 '08 % Chg
Number of Trading Days - European Markets
Number of Trading Days - U.S. Markets
63
61
62
61
-
-
63
61
62
61
-
-
European Cash Products (trades in thousands) 1,375 1,662 -17.3% 86,629 103,042 -15.9%
Equities
Exchange-Traded Funds
Structured Products
Bonds
1,310
14
46
5
1,602
9
46
6
-18.2%
52.6%
1.6%
-6.2%
82,501
871
2,915
342
99,297
562
2,825
358
-16.9%
55.0%
3.2%
-4.6%
U.S. Cash Products (shares in millions) 4,026 3,515 14.5% 245,559 214,433 14.5%
NYSE Listed Issues 1
NYSE Group Handled Volume 2
NYSE Group Matched Volume 3
Total NYSE Listed Consolidated Volume
2,924
2,646
6,375
2,624
2,382
4,563
11.4%
11.1%
39.7%
178,380
161,400
388,894
160,087
145,282
278,340
11.4%
11.1%
39.7%
NYSE Group Share of Total NYSE Listed Consolidated Volume
Handled Volume 2
Matched Volume 3
45.9%
41.5%
57.5%
52.2%
-11.6%
-10.7%
45.9%
41.5%
57.5%
52.2%
-11.6%
-10.7%
NYSE Arca & Amex Listed Issues
NYSE Group Handled Volume 2
NYSE Group Matched Volume 3
Total NYSE Arca & Amex Listed Consolidated Volume
684
603
2,363
412
357
1,173
66.2%
69.0%
101.5%
41,745
36,790
144,152
25,118
21,769
71,526
66.2%
69.0%
101.5%
NYSE Group Share of Total NYSE Arca & NYSE Amex Listed Consolidated Volume
Handled Volume 2
Matched Volume 3
29.0%
25.5%
35.1%
30.4%
-6.1%
-4.9%
29.0%
25.5%
35.1%
30.4%
-6.1%
-4.9%
Nasdaq Listed Issues
NYSE Group Handled Volume 2
NYSE Group Matched Volume 3
Total Nasdaq Listed Consolidated Volume
417
345
2,233
479
397
2,446
-13.0%
-13.1%
-8.7%
25,434
21,053
136,235
29,229
24,221
149,220
-13.0%
-13.1%
-8.7%
NYSE Group Share of Total Nasdaq Listed Consolidated Volume
Handled Volume 2
Matched Volume 3
18.7%
15.5%
19.6%
16.2%
-0.9%
-0.7%
18.7%
15.5%
19.6%
16.2%
-0.9%
-0.7%
Exchange-Traded Funds 1,4
NYSE Group Handled Volume 2
NYSE Group Matched Volume 3
Total ETF Consolidated Volume
691
610
2,440
442
385
1,248
56.5%
58.3%
95.5%
42,156
37,191
148,870
26,941
23,492
76,134
56.5%
58.3%
95.5%
NYSE Group Share of Total ETF Consolidated Volume
Handled Volume 2
Matched Volume 3
28.3%
25.0%
35.4%
30.9%
-7.1%
-5.9%
28.3%
25.0%
35.4%
30.9%
-7.1%
-5.9%

Please refer to footnotes on the following page.

NYSE Euronext Volume Summary - Derivatives Products Selected Statistical Data:

Average Daily Volume Total Volume
(Unaudited; contracts in thousands) Q1 '09 Q1 '08 % Chg Q1 '09 Q1 '08 % Chg
Number of Trading Days - European Markets
Number of Trading Days - U.S. Markets
63
61
62
61
-
-
63
61
62
61
-
-
European Derivatives Products 3,779 4,552 -17.0% 238,090 282,245 -15.6%
Total Interest Rate Products 6 1,987 2,764 -28.1% 125,184 171,386 -27.0%
Short Term Interest Rate Products
Medium and Long Term Interest Rate Products
1,887
101
2,647
117
-28.7%
-14.4%
118,851
6,333
164,107
7,279
-27.6%
-13.0%
Total Equity Products 5 1,747 1,721 1.5% 110,043 106,684 3.1%
Total Individual Equity Products
Total Equity Index Products
535
513
573
617
-6.6%
-16.8%
68,445
41,598
62,225
44,459
10.0%
-6.4%
Bclear
Individual Equity Products
Equity Index Products
699
552
147
531
431
100
31.6%
28.0%
47.0%
44,042
34,761
9,281
32,935
26,722
6,213
33.7%
30.1%
49.4%
Commodity Products 45 67 -32.5% 2,863 4,175 -31.4%
U.S. Derivatives Products
U.S. Derivatives Products - Equity Options 7
NYSE Group Options Contracts
Total Consolidated Options Contracts
NYSE Group Share of Total
2,281
13,125
17.4%
1,945
13,328
14.6%
17.2%
-1.5%
139,118
800,611
17.4%
118,674
813,022
14.6%
17.2%
-1.5%
NYSE Liffe U.S.
Precious Metals Futures Volume 21.0 - 1,282.4 -

1 Includes all volume executed in NYSE Group crossing sessions.

2 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.

3 Represents the total number of shares of equity securities and ETFs executed on the NYSE Group's exchanges.

4 Data included in previously identified categories.

5 Includes currency products.

6 Includes all trading activities for Bclear.

7 Includes trading in U.S. equity options contracts, not equity-index options.

All trading activity is single-counted, except European cash trading which is double counted to include both buys and sells. US data has been updated for Amex integration for October 2008 forward. Source: NYSE Euronext, Options Clearing Corporation and Consolidated Tape as reported for equity securities.

NYSE Euronext Selected Statistical Data: Other Operating Statistics

Three Months Ended
March 31, December 31, March 31,
(Unaudited) 2009 2008 2008
NYSE Euronext Listed Issuers
NYSE Listed Issuers
NYSE listed issuers1 3,018 3,108 2,509
Number of new issuer listings1 50 711 37
Capital raised in connection with new listings (\$millions)2 \$733 \$62 \$19,619
Euronext Listed Issuers
Euronext listed issuers1 1,055 1,110 1,141
Number of new issuer listings3 4 15 18
Capital raised in connection with new listings (\$millions)2 \$0 \$25 \$932
NYSE Euronext Market Data
NYSE Market Data4
Share of Tape A revenues (%) 48.0% 49.7% 57.0%
Share of Tape B revenues (%) 34.2% 34.1% 33.9%
Share of Tape C revenues (%) 21.0% 21.4% 19.3%
Professional subscribers (Tape A) 424,589 450,041 456,752
Euronext Market Data
Number of terminals 265,371 275,430 222,990
NYSE Euronext Operating Expenses
NYSE Euronext employee headcount5
NYSE Euronext headcount excluding GL Trade 3,709 3,757 3,933
GL Trade headcount n.a. n.a. 1,395
NYSE Euronext Financial Statistics
NYSE Euronext foreign exchange rate
Average €/US\$ exchange rate \$1.306 \$1.319 \$1.499
Average £/US\$ exchange rate \$1.437 \$1.570 \$1.978

1 Figures for NYSE listed issuers include listed operating companies, SPACs, closed-end funds, and ETFs, and do not include NYSE Arca, Inc. or structured products listed on the NYSE. There were 1,048 ETFs and 9 operating companies exclusively listed on NYSE Arca, Inc. as of March 31, 2009. There were 492 structured products listed on the NYSE as of March 31, 2009. Figures for New issuer listings include NYSE new listings and new ETP listings only (NYSE Amex and NYSE Arca are excluded). Figures for Euronext present the operating companies listed on Euronext and do not include NYSE Alternext, Free Market, closed-end

funds, ETFs and structured product (warrants and certificates). As of March 31, 2009, 127 companies were listed on NYSE Alternext, 307 on Free Market and 427 ETFs were listed on NextTrack.

2 Euronext figures show capital raised in millions of dollars by operating companies listed on Euronext, NYSE Alternext and Free Market and do not include close-end funds, ETFs and structured products (warrants and certificates). NYSE figures show capital raised in millions of dollars by operating companies listed on NYSE and NYSE Arca and do not include closed-end funds, ETFs and structured products.

3 Euronext figures include operating companies listed on Euronext, NYSE Alternext and Free Market and do not include closed-end funds, ETFs and structured products (warrants and certificates).

  • 4 "Tape A" represents NYSE listed securities, "Tape B" represents NYSE Arca and NYSE 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 was derived based on share of trades reported to the consolidated tape, and share of revenue for Tape C was derived based on an average of share of trades and share of volume reported to the consolidated tape. The consolidated tape refers to the collection and dissemination of market data that multiple markets make available on a consolidated basis. Share figures exclude transactions reported to the FINRA/NYSE Trade Reporting Facility.
  • 5 NYSE Euronext sold its 40% stake in GL Trade in October 2008. NYSE Euronext headcount includes both the employees of NYXT and NYSE Amex for all periods presented.

Source: NYSE Euronext, Options Clearing Corporation and Consolidated Tape as reported for equity securities.

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