Earnings Release • Feb 9, 2009
Earnings Release
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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)
--Non-cash impairment charge for goodwill and other intangibles generated GAAP loss-- --Pro forma EPS of \$0.52 for the fourth quarter and \$2.87 for the full year, up 9%-- --Board of Directors maintains quarterly dividend of \$0.30 per share through 2009--
Conference Call, Monday Feb. 9, 2009 at 8:00 a.m. (New York, EST)/2:00 p.m. (Paris, CET)
NEW YORK – Feb. 9, 2009 – NYSE Euronext (NYSE: NYX) today reported a net loss of (\$1,338) million, or (\$5.06) per diluted share, for the fourth quarter of 2008, and (\$738) million, or (\$2.78) per diluted share, for the full year 2008. The net loss for the fourth quarter and full year 2008 includes a pre-tax \$1,590 million non-cash charge, primarily for the impairment of certain goodwill and indefinite-lived intangible assets related to the merger of NYSE Group and Euronext. The charge adjusts the carrying values of goodwill and indefinite-lived intangible assets to their estimated fair values. The impairment was driven primarily by adverse equity market conditions that have caused a material decline in industry market multiples in the latter part of 2008. This charge has no impact on debt covenants, cash flows, or normal day-to-day business operations. These results are presented in accordance with U.S. generally accepted accounting principles (GAAP).
Pro-forma non-GAAP net income in the fourth quarter was \$137 million, or \$0.52 per diluted share, compared to \$0.65 per diluted share in the fourth quarter of 2007. On the same basis, net income for the full year 2008 was \$763 million, or \$2.87 per diluted share, an increase of 9% compared to 2007. Pro forma non-GAAP results exclude activity assessment and Section 31 fees, merger expenses and exit costs, impairment charges, gains on sale of businesses and equity investments and other non-recurring items. A full reconciliation of these non-GAAP results is included in the attached tables. Financial highlights include:
| 4Q08 | 4Q07 | % | FY 2008 | FY 2007 | % | |
|---|---|---|---|---|---|---|
| Change | Change | |||||
| Revenues | \$1,177 | \$974 | 21% | \$4,474 | \$3,750 | 19% |
| Net Revenues | \$683 | \$694 | (2%) | \$2,882 | \$2,770 | 4% |
| Net Income | \$137 | \$173 | (21%) | \$763 | \$700 | 9% |
| Diluted Earnings Per | \$0.52 | \$0.65 | (20%) | \$2.87 | \$2.63 | 9% |
| Share |
The table below summarizes the pro forma non-GAAP results for the fourth quarter and full year of 2008 and 2007.
"During this period of unprecedented market dislocation and uncertainty, we continue to focus on executing and delivering against our key strategic initiatives which will drive our long-term growth," said Duncan L. Niederauer, CEO, NYSE Euronext. "We recorded revenue growth, grew pro forma earnings per share by 9% in 2008, continued to reduce fixed operating expenses as a result of our non-technology and technology-related savings initiatives and we implemented a new NYSE market model which has stabilized our market share in the U.S. In light of challenging market conditions, we have decided to refrain from stock repurchases at this time, while keeping the Board authorization in place. At the same time, the Board has decided to maintain the \$0.30 quarterly dividend for our shareholders through 2009. With these two actions, we are attempting to strike the right balance between capital management and shareholder value."
Fixed operating expenses from continuing operations were \$473 million, compared to \$447 million for the fourth quarter of 2007. For the full year 2008, total fixed operating expenses were \$1,742 million, compared to \$1,709 million in the prior year. Excluding the impact of currency translation, acquisitions and dispositions of businesses, and selected strategic initiatives, fixed operating expenses in the fourth quarter decreased \$61 million, or 14%, compared to fourth quarter of 2007. On the same basis, fixed operating expenses for the full year 2008 decreased \$146 million, or 9%, compared to 2007. Fixed operating expenses are defined as operating expenses less merger expenses and exit costs, impairment charges, direct transaction costs, and excluding regulatory fine income. A full reconciliation of these non-GAAP results is included in the attached tables.
"In the fourth quarter, we continued to focus on driving the long-term growth of our franchise through investment in new initiatives and the integration of Amex® into our operations," said Michael S. Geltzeiler, Group Executive Vice President and Chief Financial Officer, NYSE Euronext. "At the same time that we are investing in growth initiatives, we are accelerating our focus to pull costs out of our operations and deliver against our efficiency initiatives, as reflected by the \$146 million decrease in pro forma fixed operating expenses compared to 2007. The noncash impairment charge brings our book value for the Euronext transaction in line with our fair value, which has been impacted by industry-wide multiple compression. Although the outlook is challenging and competitive pressures are increasing, our European revenues grew 13% to \$1.8 billion in 2008."
NYSE Euronext completed its acquisition of the American Stock Exchange® (Amex®) on Oct. 1. An estimated total of 6.8 million shares of NYSE Euronext common stock were issued for the transaction, it is expected to produce annualized run-rate cost savings of approximately \$120 million by the end of 2009 and is expected to be accretive in 2009.
On Oct. 1, in connection with the completion of SunGard's acquisition of a majority interest in GL Trade, NYSE Euronext received €161.6 million (\$227.5 million) from the sale of its 40% ownership stake in GL TRADE to SunGard. The results of GL Trade are incorporated in our GAAP results as discontinued operations.
• Universal Trading Platform (UTP) made its debut with the successful migration of NYSE Euronext's European bond market onto the platform, and will be rolled out to all of NYSE Euronext's markets in the U.S. and Europe in 2009.
In the fourth quarter, the NYSE introduced its next generation market model to attract liquidity to the floor of the NYSE. The new model transforms Specialists into Designated Market Makers (DMMs) and also establishes Supplemental Liquidity Providers (SLPs), a new class of upstairs, electronic, high-volume members incented to add liquidity on the NYSE. In part as a result of the implementation of this new model, DMM participation increased from 3.6% in September, to 7.0% in December.
U.S. market share in Tape A securities increased to 43.4% in December, from 42.2% in September. NYSE Tape A market share increased 400 basis points during the same period, driven in part by the success of the new NYSE market model.
• Based on IPO proceeds raised globally in 2008, NYSE Euronext retained its No. 1 ranking among major exchanges, with \$45 billion raised, or 37% of total IPO capital raised.
• In July 2007, NYSE Group and NYSE Regulation completed an asset purchase agreement with FINRA pursuant to which the member firm regulatory functions of NYSE Regulation, including related enforcement activities, risk assessment and the arbitration service were consolidated with those of FINRA. The transfer has resulted in a decrease in revenues derived from broker-dealer activities in 2008, compared to 2007.
6
A presentation and live audio webcast of the fourth quarter 2008 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: 800.901.5217 International: 617.786.2964 Passcode: 23774007
Replay Dial-in Information: United States: 888.286.8010 International: 617.801.6888 Passcode: 32531565
The results of operations of Euronext N.V. for the three months ended Dec. 31, 2008 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 fourth quarter:
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, impairment charges and 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 (NYX) is the world's leading, most liquid and diverse exchange group. It offers a broad and growing array of financial products and services in cash equities, futures, options, exchange-traded products, bonds, market data, and commercial technology solutions, all designed to meet the evolving
needs of issuers, investors and financial institutions. Spanning multiple asset classes and six countries, NYSE Euronext's exchanges include the New York Stock Exchange, NYSE Liffe, the leading European derivatives exchange by value of trading, Euronext and NYSE Arca. With more than 6,500 listed issues, more than any other exchange group, trading on NYSE Euronext's equity markets represents more than one-third of the world's cash equities volume. 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.
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 2007 ("document de référence") filed with the French Autorité des Marchés Financiers (Registered on May 15, 2008 under No. R. 08-054), 2007 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.
| Three months ended December 31, | Year ended December 31, | |||
|---|---|---|---|---|
| 2008 | 2007 | 2008 | 2007 | |
| Revenues | ||||
| Activity assessment | \$ 40 |
\$ 124 |
\$ 229 |
\$ 556 |
| Cash trading | 679 | 475 | 2,387 | 1,575 |
| Derivatives trading | 190 | 220 | 919 | 661 |
| Listing | 101 | 99 | 395 | 385 |
| Market data | 108 | 101 | 429 | 371 |
| Software and technology services | 53 | 23 | 160 | 98 |
| Regulatory | 13 | 16 | 49 | 152 |
| Other | 33 | 40 | 135 | 140 |
| Total revenues | 1,217 | 1,098 | 4,703 | 3,938 |
| Section 31 fees | (40) | (124) | (229) | (556) |
| Liquidity payments | (405) | (218) | (1,292) | (729) |
| Routing and clearing | (89) | (62) | (300) | (222) |
| Merger expenses and exit costs | (94) | (18) | (177) | (67) |
| Impairment charges | (1,590) | - | (1,590) | - |
| Compensation | (184) | (169) | (664) | (612) |
| Systems and communications | (80) | (84) | (317) | (264) |
| Professional services | (57) | (36) | (163) | (112) |
| Depreciation and amortization | (72) | (73) | (253) | (240) |
| Occupancy | (29) | (32) | (125) | (115) |
| Marketing and other | (51) | (53) | (184) | (172) |
| Regulatory fine income | - | 11 | 3 | 30 |
| Operating (loss) income from continuing operations | (1,474) | 240 | (588) | 879 |
| Net interest and investment loss | (27) | (27) | (99) | (60) |
| Gain (loss) on sale of equity investment | 2 | (1) | 4 | 33 |
| Income from associates | 1 | 1 | 1 | 10 |
| Other income | 9 | 12 | 37 | 30 |
| (Loss) income from continuing operations before | ||||
| income tax provision and minority interest | (1,489) | 225 | (645) | 892 |
| Income tax benefit (provision) | 149 | (70) | (95) | (243) |
| Minority interest | - | (1) | (5) | (10) |
| (Loss) income from continuing operations | (1,340) | 154 | (745) | 639 |
| Income from discontinued operations, net of tax | 2 | 2 | 7 | 4 |
| Net (loss) income | \$ (1,338) |
\$ 156 |
\$ (738) |
\$ 643 |
| Basic (loss) earnings per share from continuing operations | \$ (5.07) |
\$ 0.58 |
\$ (2.81) |
\$ 2.71 |
| Basic earnings per share from discontinued operations | 0.01 | 0.01 | 0.03 | 0.02 |
| Basic (loss) earnings per share | \$ (5.06) |
\$ 0.59 |
\$ (2.78) |
\$ 2.73 |
| Diluted (loss) earnings per share from continuing operations | \$ (5.07) |
\$ 0.58 |
\$ (2.81) |
\$ 2.68 |
| Diluted earnings per share from discontinued operations | 0.01 | 0.01 | 0.03 | 0.02 |
| Diluted (loss) earnings per share | \$ (5.06) |
\$ 0.59 |
\$ (2.78) |
\$ 2.70 |
| Basic weighted average shares outstanding | 264 | 265 | 265 | 237 |
| Diluted weighted average shares outstanding | 264 | 266 | 265 | 238 |
NYSE Euronext
(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 December 31, [a, b, c, d, e] | Year ended December 31, [a, b, c, d, e] | |||||
|---|---|---|---|---|---|---|
| 2008 | 2007 | 2008 | 2007 | |||
| Pro Forma | Pro Forma | Pro Forma | Pro Forma | |||
| Combined | Combined | Combined | Combined | |||
| Revenues | ||||||
| Cash trading | \$ 679 |
\$ | 475 | \$ 2,387 |
\$ | 1,696 |
| Derivatives trading | 190 | 220 | 919 | 845 | ||
| Listing | 101 | 99 | 395 | 390 | ||
| Market data | 108 | 101 | 429 | 415 | ||
| Software and technology services | 53 | 23 | 160 | 100 | ||
| Regulatory | 13 | 16 | 49 | 152 | ||
| Other | 33 | 40 | 135 | 152 | ||
| Total revenues | 1,177 | 974 | 4,474 | 3,750 | ||
| Liquidity payments | (405) | (218) | (1,292) | (756) | ||
| Routing and clearing | (89) | (62) | (300) | (224) | ||
| Compensation | (184) | (169) | [f] (700) | [g] (674) | ||
| Systems and communications | (80) | (84) | (317) | (311) | ||
| Professional services | (57) | (36) | (163) | (121) | ||
| Depreciation and amortization | (72) | (73) | (253) | [h] (274) | ||
| Occupancy | (29) | (32) | (125) | (126) | ||
| Marketing and other | (51) | (53) | (184) | (190) | ||
| Regulatory fine income | - | 11 | 3 | 30 | ||
| Operating income | 210 | 258 | 1,143 | 1,104 | ||
| Net interest and investment loss | (27) | (20) | (99) | [i] (87) | ||
| Income from associates | 1 | 6 | 1 | 14 | ||
| Other income | 9 | 13 | 37 | 32 | ||
| Income before income tax provision and | ||||||
| minority interest | 193 | 257 | 1,082 | 1,063 | ||
| Income tax provision | (56) | (82) | (314) | [j] (351) | ||
| Minority interest | - | (2) | (5) | (12) | ||
| Net income | \$ 137 |
\$ | 173 | \$ 763 |
\$ | 700 |
| Basic earnings per share | \$ 0.52 |
\$ | 0.65 | \$ 2.88 |
\$ | 2.64 |
| Diluted earnings per share | \$ 0.52 |
\$ | 0.65 | \$ 2.87 |
\$ | 2.63 |
| Basic weighted average shares outstanding | 264 | 265 | 265 | 265 | ||
| Diluted weighted average shares outstanding | 264 | 266 | 266 | 266 |
The pro forma non-GAAP results of NYSE Euronext include the following adjustments to the GAAP results:
10
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 | Three months ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2008 [a, b, c, d, e] | December 31, 2007 [a, b, c, d] | |||||||||
| US | European | Corporate | Pro Forma | US | European | Corporate | Pro Forma | |||
| Operations | Operations | Items [g] | Combined | Operations | Operations | Items [g] | Combined | |||
| Revenues | ||||||||||
| Cash trading | \$ 537 |
\$ 142 |
\$ | - | \$ 679 |
327\$ | \$ 148 |
\$ | - | \$ 475 |
| Derivatives trading | 44 | 146 | - | 190 | 37 | 183 | - | 220 | ||
| Listing | 94 | 7 | - | 101 | 92 | 7 | - | 99 | ||
| Market data | 59 | 49 | - | 108 | 52 | 49 | - | 101 | ||
| Other revenues | 60 | 66 | (27) | 99 | 65 | 14 | - | 79 | ||
| Total revenues (1) | 794 | 410 | (27) | 1,177 | 573 | 401 | - | 974 | ||
| Liquidity payments, routing and clearing (2) | (467) | (27) | - | (494) | (248) | (32) | - | (280) | ||
| Fixed operating expenses | (286) | (208) | 21 | (473) | (222) | (215) | (10) | (447) | ||
| Regulatory fine income | - | - | - | - | 11 | - | - | 11 | ||
| Operating income | \$ 41 |
\$ 175 |
\$ | (6) | \$ 210 |
114\$ | \$ 154 |
\$ | (10) | \$ 258 |
| Net revenues= (1) + (2) | \$ 327 |
\$ 383 |
\$ | (27) | \$ 683 |
325\$ | \$ 369 |
\$ | - | \$ 694 |
| Year ended | Year ended | |||||||||
| December 31, 2008 [a, b, c, d, e] | December 31, 2007 [a, b, c, d] | |||||||||
| US | European | Corporate | Pro Forma | US | European | Corporate | Pro Forma | |||
| Operations | Operations | Items [g] | Combined | Operations | Operations | Items [g] | Combined | |||
| Revenues | ||||||||||
| Cash trading | \$ 1,759 |
\$ 628 |
\$ | - | \$ 2,387 |
\$ 1,165 |
\$ 531 |
\$ | - | \$ 1,696 |
| Derivatives trading | 152 | 767 | - | 919 | 86 | 759 | - | 845 | ||
| Listing | 363 | 32 | - | 395 | 363 | 27 | - | 390 | ||
| Market data | 215 | 214 | - | 429 | 225 | 190 | - | 415 | ||
| Other revenues | 252 | 119 | (27) | 344 | 352 | 52 | - | 404 | ||
| Total revenues (1) | 2,741 | 1,760 | (27) | 4,474 | 2,191 | 1,559 | - | 3,750 | ||
| Liquidity payments, routing and clearing (2) | (1,445) | (147) | - | (1,592) | (850) | (130) | - | (980) | ||
| Fixed operating expenses | [f] (947) | (781) | (14) | (1,742) | (939) | (726) | (31) | (1,696) | ||
| Regulatory fine income | 3 | - | - | 3 | 30 | - | - | 30 | ||
| Operating income | \$ 352 |
\$ 832 |
\$ | (41) | \$ 1,143 |
432\$ | \$ 703 |
\$ | (31) | \$ 1,104 |
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 merger with NYSE Group and Euronext N.V. and 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 \$94 million and \$18 million have been eliminated from the results of operations for the three months ended December 31, 2008 and 2007, respectively, and \$177 million and \$175 million for the year ended December 31, 2008 and 2007, 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 \$ 2 million, \$4 million and \$33 million have been eliminated from the results of operations for the three months ended December 31, 2008, the year ended December 31, 2008 and the year ended December 31, 2007, respectively, as they represent nonrecurring items.
[e] Impairment losses of \$1,590 million have been eliminated from the results of operations as they represent nonrecurring charges.
[f] The results of operations for the year ended December 31, 2008 exclude \$36 million of income from the reversal of an accrual relating to certain litigation between a former Chairman & CEO and the NYSE, which was terminated on July 31, 2008.
[g] Corporate Items include intercompany eliminations of revenues and expenses between U.S. and Europe.
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.
| Pro Forma | ||||
|---|---|---|---|---|
| U.S. GAAP Results | Adjustments | Pro Forma Combined | ||
| Three months ended December 31, 2008 | ||||
| Revenues | \$ 1,217 |
\$ (40) |
[a] | \$ 1,177 |
| Operating expenses, net | (2,691) | 1,724 | [a], [b] | (967) |
| Operating (loss) income | (1,474) | 1,684 | 210 | |
| Net interest and investment loss | (27) | - | (27) | |
| Gain on sale of businesses and equity investment | 2 | (2) | - | |
| Income from associates | 1 | - | 1 | |
| Other income | 9 | - | 9 | |
| (Loss) income before income tax provision and | ||||
| minority interest | (1,489) | 1,682 | 193 | |
| Income tax benefit (provision) | 149 | (205) | [c] | (56) |
| Minority interest | - | - | - | |
| (Loss) income from continuing operations | \$ (1,340) |
\$ 1,477 |
\$ 137 |
|
| Year ended December 31, 2008 | ||||
| Revenues | \$ 4,703 |
\$ (229) |
[a] | \$ 4,474 |
| Operating expenses, net | (5,291) | 1,960 | [a], [b] | (3,331) |
| Operating (loss) income | (588) | 1,731 | 1,143 | |
| Net interest and investment loss | (99) | - | (99) | |
| Gain on sale of businesses and equity investment | 4 | (4) | - | |
| Income from associates | 1 | - | 1 | |
| Other income | 37 | - | 37 | |
| (Loss) income before income tax provision and | ||||
| minority interest | (645) | 1,727 | 1,082 | |
| Income tax provision | (95) | (219) | [c] | (314) |
| Minority interest | (5) | - | (5) | |
| (Loss) income from continuing operations | \$ (745) |
\$ 1,508 |
\$ 763 |
[b] Includes the following adjustments:
| Three months ended | Year ended | ||
|---|---|---|---|
| December 31, 2008 | |||
| Section 31 fees | \$ | 40 | \$ 229 |
| Merger expenses and exit costs | 94 | 177 | |
| Impairment charges | 1,590 | 1,590 | |
| Compensation | - | * (36) | |
| \$ | 1,724 | \$ 1,960 |
* Corresponding to the reversal of an accrual relating to certain litigation between a former Chairman & CEO and the NYSE, which was terminated on July 31, 2008.
[c] Tax effect of pro forma adjustments.
(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 December 31, 2008 on a GAAP basis less: |
\$ 2,691 |
|
|---|---|---|
| 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 | |
| Excluding the impact of: | ||
| Currency translation | 26 | |
| Acquisitions and dispositions, net Capacity initiatives and integration |
* (88) (12) |
|
| Start up costs | ** (13) | |
| Fixed operating expenses for the three months ended December 31, 2008 on a pro forma non-GAAP basis | \$ 386 |
[a] |
| Operating expenses for the three months ended December 31, 2007 on a GAAP basis less: |
\$ 869 |
|
| Section 31 fees | (124) | |
| Liquidity payments | (218) | |
| Routing and clearing | (62) | |
| Merger expenses and exit costs | (18) | |
| Fixed operating expenses for the three months ended December 31, 2007 | \$ 447 |
[b] |
| Variance (\$) | \$ (61) |
[a] -[b] = [c] |
| Variance (%) | -14% | [c] / [b] |
| Operating expenses for the year ended December 31, 2008 on a GAAP basis | \$ *** 5,330 |
|
| less: Section 31 fees |
(229) | |
| Liquidity payments | (1,292) | |
| Routing and clearing | (300) | |
| Impairment charges | (1,590) | |
| Merger expenses and exit costs | (177) | |
| Fixed operating expenses for the year ended December 31, 2008 | 1,742 | |
| Excluding the impact of: | ||
| Currency translation | (18) | |
| Acquisitions and dispositions, net | * (97) | |
| Capacity initiatives and integration | (46) | |
| Start up costs | ** (18) | |
| Fixed operating expenses for the year ended December 31, 2008 on a pro forma non-GAAP basis | \$ 1,563 |
[a] |
| Operating expenses for the year ended December 31, 2007 on a GAAP basis | \$ 3,089 |
|
| less: | ||
| Section 31 fees Liquidity payments |
(556) (729) |
|
| Routing and clearing | (222) | |
| Merger expenses and exit costs | (67) | |
| add: | ||
| Operating expenses of Euronext for the period which preceded the April 4, 2007 merger with NYSE Group | 181 | |
| \$ 1,696 |
||
| add back: Net curtailment gain in connection with postretirement plans in the U.S. |
13 | |
| Fixed operating expenses for the year ended December 31, 2007 | \$ 1,709 |
[b] |
| Variance (\$) | \$ (146) |
[a] -[b] = [c] |
| Variance (%) | -9% | [c] / [b] |
* Includes the contribution of Amex, Wombat, AEMS, Bluenext, and other new businesses, net of the transfer of certain regulatory functions carried out by NYSE Regulation to FINRA.
** Includes the contribution of NYSE Liffe and SmartPool
*** Adjusted to exclude \$36 million of income from the reversal of an accrual relating to certain litigation between a former Chairman & CEO and the NYSE, which was finally terminated on July 31, 2008.
(in millions)
| December 31, | |||||
|---|---|---|---|---|---|
| 2008 | 2007 | ||||
| Assets | |||||
| Current assets: | |||||
| Cash, cash equivalents, investment and other securities | \$ | 1,013 | \$ | 1,500 | |
| Accounts receivable, net | 744 | 451 | |||
| Deferred income taxes | 113 | 111 | |||
| Other current assets | 156 | 98 | |||
| Current assets from discontinued operations | - | 118 | |||
| Total current assets | 2,026 | 2,278 | |||
| Property and equipment, net | 695 | 519 | |||
| Goodwill | 3,985 | 4,687 | |||
| Other intangible assets, net | 5,866 | 7,180 | |||
| Deferred income taxes | 671 | 384 | |||
| Investment in associates and other assets | 705 | 1,129 | |||
| Non-current assets from discontinued operations | - | 441 | |||
| Total assets | \$ | 13,948 | \$ | 16,618 | |
| Liabilities and stockholders' equity | |||||
| Accounts payable and accrued expenses | \$ | 1,081 | \$ | 930 | |
| Deferred revenue | 113 | 124 | |||
| Short term debt | 1,350 | 2,164 | |||
| Deferred income taxes | 38 | 53 | |||
| Current liabilities from discontinued operations | - | 191 | |||
| Total current liabilities | 2,582 | 3,462 | |||
| Accrued employee benefits | 576 | 312 | |||
| Deferred revenue | 360 | 349 | |||
| Long term debt | 1,787 | 494 | |||
| Deferred income taxes | 2,002 | 2,295 | |||
| Other liabilities | 67 | 27 | |||
| Non-current liabilities from discontinued operations | - | 119 | |||
| Total liabilities | 7,374 | 7,058 | |||
| Minority interest | 18 | 176 | |||
| Stockholders' equity | 6,556 | 9,384 | |||
| Total liabilities and stockholders' equity | \$ | 13,948 | \$ | 16,618 |
| Average Daily Volume | Total Volume | Average Daily Volume | Total Volume | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % Chg 08 | % Chg 08 | |||||||||||
| (Unaudited) | Q4 '08 | Q4 '07 | % Chg | Q4 '08 | Q4 '07 | % Chg | FY 2008 | FY 2007 | vs 07 | FY 2008 | FY 2007 | vs 07 |
| Number of Trading Days - European Markets Number of Trading Days - U.S. Markets |
64 64 |
64 64 |
- | 64 64 |
64 64 |
- | 256 253 |
255 251 |
- - |
256 253 |
255 251 |
- - |
| European Cash Products (trades in thousands) | 1,621 | 1,354 | 19.7% | 103,721 | 86,684 | 19.7% | 1,551 | 1,265 | 22.6% | 396,956 | 322,574 | 23.1% |
| Equities Exchange-Traded Funds Structured Products Bonds |
1,560 14 |
1,300 7 41 42 6 5 |
20.0% 84.1% 1.5% -15.4% |
99,869 869 2,661 322 |
83,209 472 2,623 380 |
20.0% 84.1% 1.5% -15.4% |
1,497 9 |
1,212 6 40 40 6 5 |
23.4% 50.8% -1.2% -19.5% |
383,119 2,365 10,150 1,322 |
309,141 1,562 10,236 1,635 |
23.9% 51.4% -0.8% -19.1% |
| U.S. Cash Products (shares in millions) | 4,089 | 2,840 | 44.0% | 261,667 | 181,770 | 44.0% | 3,536 | 2,879 | 22.8% | 894,503 | 722,573 | 23.8% |
| NYSE Listed Issues 1 | ||||||||||||
| NYSE Group Handled Volume 2 NYSE Group Matched Volume 3 NYSE Group TRF Volume 4 Total NYSE Listed Consolidated Volume |
2,884 2,600 232 6,052 |
2,175 1,966 144 3,620 |
32.6% 32.2% 60.9% 67.2% |
184,604 166,379 14,870 387,345 |
139,184 125,824 9,240 231,655 |
32.6% 32.2% 60.9% 67.2% |
2,585 2,331 280 5,111 |
2,225 2,056 64 3,399 |
16.2% 13.4% 339.5% 50.4% |
653,910 589,712 70,853 1,292,987 |
558,400 516,069 15,993 853,161 |
17.1% 14.3% 343.0% 51.6% |
| NYSE Group Share of Total Consolidated Volume Handled Volume 2 Matched Volume 3 TRF Volume 4 |
47.7% 43.0% 3.8% |
60.1% 54.3% 4.0% |
-12.4% -11.3% -0.2% |
47.7% 43.0% 3.8% |
60.1% 54.3% 4.0% |
-12.4% -11.3% -0.2% |
50.6% 45.6% 5.5% |
65.5% 60.5% 1.9% |
-14.9% -14.9% 3.6% |
50.6% 45.6% 5.5% |
65.5% 60.5% 1.9% |
-14.9% -14.9% 3.6% |
| NYSE Arca & Amex Listed Issues | ||||||||||||
| NYSE Group Handled Volume 2 NYSE Group Matched Volume 3 NYSE Group TRF Volume 4 Total NYSE Arca & Amex Listed Consolidated Volume |
742 637 133 2,172 |
246 208 47 735 |
201.6% 205.7% 180.2% 195.7% |
47,493 40,782 8,493 139,005 |
15,747 13,341 3,031 47,014 |
201.6% 205.7% 180.2% 195.7% |
495 429 141 1,489 |
214 184 23 586 |
131.4% 133.1% 519.2% 154.0% |
125,327 108,452 35,672 376,728 |
53,732 46,162 5,715 147,166 |
133.2% 134.9% 524.1% 156.0% |
| NYSE Group Share of Total Consolidated Volume Handled Volume 2 Matched Volume 3 TRF Volume 4 |
34.2% 29.3% 6.1% |
33.5% 28.4% 6.4% |
0.7% 0.9% -0.3% |
34.2% 29.3% 6.1% |
33.5% 28.4% 6.4% |
0.7% 0.9% -0.3% |
33.3% 28.8% 9.5% |
36.5% 31.4% 3.9% |
-3.2% -2.6% 5.6% |
33.3% 28.8% 9.5% |
36.5% 31.4% 3.9% |
-3.2% -2.6% 5.6% |
| Nasdaq Listed Issues | ||||||||||||
| NYSE Group Handled Volume 2 NYSE Group Matched Volume 3 NYSE Group TRF Volume 4 Total Nasdaq Listed Consolidated Volume |
462 386 114 2,322 |
419 337 142 2,181 |
10.2% 14.4% -19.7% 6.5% |
29,570 24,695 7,288 148,638 |
26,839 21,584 9,071 139,600 |
10.2% 14.4% -19.7% 6.5% |
456 381 193 2,280 |
440 358 99 2,174 |
3.5% 6.5% 94.5% 4.9% |
115,266 96,467 48,824 576,878 |
110,440 89,844 24,905 545,786 |
4.4% 7.4% 96.0% 5.7% |
| NYSE Group Share of Total Consolidated Volume Handled Volume 2 Matched Volume 3 TRF Volume 4 |
19.9% 16.6% 4.9% |
19.2% 15.5% 6.5% |
0.7% 1.1% -1.6% |
19.9% 16.6% 4.9% |
19.2% 15.5% 6.5% |
0.7% 1.1% -1.6% |
20.0% 16.7% 8.5% |
20.2% 16.5% 4.6% |
-0.3% 0.3% 3.9% |
20.0% 16.7% 8.5% |
20.2% 16.5% 4.6% |
-0.3% 0.3% 3.9% |
| Exchange-Traded Funds 1,5 | ||||||||||||
| NYSE Group Handled Volume 2 NYSE Group Matched Volume 3 NYSE Group TRF Volume 4 Total ETF Consolidated Volume |
746 647 143 2,286 |
318 278 63 879 |
134.8% 133.0% 125.8% 160.1% |
47,770 41,425 9,140 146,299 |
20,344 17,778 4,048 56,250 |
134.8% 133.0% 125.8% 160.1% |
514 448 155 1,562 |
284 252 32 704 |
80.6% 77.5% 391.9% 121.8% |
130,001 113,377 39,275 395,123 |
71,409 63,359 7,921 176,735 |
82.1% 78.9% 395.8% 123.6% |
| NYSE Group Share of Total Consolidated Volume Handled Volume 2 Matched Volume 3 TRF Volume 4 |
32.7% 28.3% 6.2% |
36.2% 31.6% 7.2% |
-3.5% -3.3% -1.0% |
32.7% 28.3% 6.2% |
36.2% 31.6% 7.2% |
-3.5% -3.3% -1.0% |
32.9% 28.7% 9.9% |
40.4% 35.8% 4.5% |
-7.5% -7.2% 5.5% |
32.9% 28.7% 9.9% |
40.4% 35.8% 4.5% |
-7.5% -7.2% 5.5% |
Please refer to footnotes on the following page.
| Average Daily Volume | Total Volume | Average Daily Volume | Total Volume | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % Chg 08 | % Chg 08 | |||||||||||
| (Unaudited; contracts in thousands) | Q4 '08 | Q4 '07 | % Chg | Q4 '08 | Q4 '07 | % Chg | FY 2008 | FY 2007 | vs 07 | FY 2008 | FY 2007 | vs 07 |
| Number of Trading Days - European Markets Number of Trading Days - U.S. Markets |
64 64 |
64 64 |
- - |
64 64 |
64 64 |
- - |
256 253 |
255 251 |
- - |
256 253 |
255 251 |
- - |
| European Derivatives Products | 3,689 | 3,509 | 5.1% | 236,108 224,594 | 34.3% | 4,101 | 3,722 | 10.2% | 1,049,730 | 949,022 | 10.6% | |
| Total Interest Rate Products | 1,737 | 1,866 | -6.9% | 111,140 119,411 | -6.9% | 2,167 | 2,033 | 6.6% | 554,878 | 518,431 | 7.0% | |
| Short Term Interest Rate Products Medium and Long Term Interest Rate Products |
1,644 93 |
1,756 110 |
-6.4% -15.9% |
5,923 | 105,217 112,370 7,040 |
-6.4% -15.9% |
2,065 103 |
1,918 115 |
7.6% -10.6% |
528,578 26,300 |
489,138 29,293 |
8.1% -10.2% |
| Total Equity Products 6 | 1,908 | 1,589 | 20.1% | 122,141 101,715 | 20.1% | 1,881 | 1,638 | 14.8% | 481,606 | 417,807 | 15.3% | |
| Total Individual Equity Products Total Equity Index Products |
1,158 750 |
968 621 |
19.7% 20.7% |
74,142 47,998 |
61,955 39,761 |
19.7% 20.7% |
1,205 676 |
1,025 613 |
17.6% 10.2% |
308,574 173,032 |
261,419 156,388 |
18.0% 10.6% |
| of which Bclear Individual Equity Products Equity Index Products |
714 584 129 |
516 395 120 |
38.4% 47.8% 7.4% |
45,666 37,392 8,274 |
32,996 25,293 7,703 |
38.4% 47.8% 7.4% |
746 634 112 |
481 395 87 |
54.9% 60.6% 28.8% |
190,874 162,272 28,602 |
122,776 100,653 22,123 |
55.5% 61.2% 29.3% |
| Commodity Products | 44 | 54 | -18.5% | 2,827 | 3,468 | -18.5% | 52 | 50 | 3.2% | 13,246 | 12,784 | 3.6% |
| U.S. Derivatives Products - Equity Options 7 | ||||||||||||
| NYSE Group Options Contracts Total Consolidated Options Contracts |
2,074 11,932 |
1,798 12,027 |
15.3% -0.8% |
132,721 115,085 763,628 769,710 |
15.3% -0.8% |
1,822 12,983 |
1,337 10,327 |
36.3% 25.7% |
461,013 | 335,543 3,284,761 2,592,103 |
37.4% 26.7% |
|
| NYSE Group Share of Total | 17.4% | 15.0% | 17.4% | 15.0% | 14.0% | 12.9% | 8.4% | 14.0% | 12.9% | 8.4% |
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 Represents NYSE's volume in FINRA/NYSE Trade Reporting Facility (TRF).
5 Data included in previously identified categories.
6 Data includes currency products.
7 Includes trading in U.S. equity options contracts, not equity-index options. Includes all trading activities for Bclear, Euronext.liffe's clearing service for wholesale equity derivatives.
Source: NYSE Euronext, Options Clearing Corporation and Consolidated Tape as reported for equity securities.
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.
| Three Months Ended | Full Year | ||||
|---|---|---|---|---|---|
| December | September 30, | December | |||
| (Unaudited) | 31, 2008 | 2008 | 31, 2007 | 2008 | 2007 |
| NYSE Euronext Listed Issuers | |||||
| NYSE Listed Issuers | |||||
| NYSE listed issuers1 | 3,108 | 2,494 | 2,526 | 2,447 | 2,526 |
| Number of new issuer listings1 | 711 | 66 | 83 | 908 | 282 |
| Capital raised in connection with new listings (\$mm)2 | \$62 | \$298 | \$9,815 | \$23,238 | \$34,231 |
| Euronext Listed Issuers | |||||
| Euronext listed issuers1 | 1,110 | 1,126 | 1,155 | 1,110 | 1,155 |
| Number of new issuer listings3 | 15 | 25 | 33 | 78 | 140 |
| Capital raised in connection with new listings (\$mm)2 | \$25 | \$392 | \$5,535 | \$3,333 | \$14,039 |
| NYSE Euronext Market Data4 | |||||
| NYSE Market Data | |||||
| Share of Tape A revenues (%) | 49.7% | 48.7% | 59.9% | 51.8% | 68.1% |
| Share of Tape B revenues (%) | 66.6% | 31.3% | 31.9% | 34.1% | 34.1% |
| Share of Tape C revenues (%) | 22.1% | 20.6% | 19.3% | 20.6% | 20.9% |
| Professional subscribers (Tape A) | 450,041 | 447,627 | 450,619 | 450,041 | 450,619 |
| Euronext Market Data | |||||
| Number of terminals | 275,430 | 278,029 | 218,380 | 275,430 | 218,380 |
| NYSE Euronext Operating Expenses | |||||
| NYSE Euronext employee headcount5 | |||||
| NYSE Euronext headcount excluding GL Trade | 3,757 | 3,503 | 3,073 | 3,757 | 3,073 |
| GL Trade headcount | n.a. | 1,461 | 1,409 | n.a. | 1,409 |
| NYSE Euronext Financial Statistics | |||||
| NYSE Euronext foreign exchange rate | |||||
| Average €/USD exchange rate | \$1.319 | \$1.503 | \$1.449 | \$1.471 | \$1.371 |
| Average GBP/USD exchange rate | \$1.570 | \$1.893 | \$2.043 | \$1.853 | \$2.001 |
| 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 |
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 10 operating companies exclusively listed on NYSE Arca, Inc. as of December 31, 2008. There were 496 structured products listed on the NYSE as of December 31, 2008.
Figures for Euronext present the operating companies listed on Eurolist, Alternext, and Free Market, and do not include closed-end funds, ETFs and structured product (warrants and certificates). As of December 31, 2008, 128 companies were listed on Alternext, 313 on Free Market and 396 ETFs were listed on NextTrack.
2 Euronext figures show capital raised in millions of euros by operating companies listed on Eurolist and do not include Alternext, Free Market and close-end funds, ETFs and structured products (warrants and certificates). NYSE figures show capital raised in millions of USD by operating companies listed on NYSE and Arca exchanges and do not include closed-end funds, ETFs and structured products.
3 Euronext figures include operating companies listed on Eurolist, 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 Amex listed securities, and "Tape C" represents Nasdaq listed securities. In accordance with the SEC's Regulation NMS, and 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 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 Wombat and AEMS for all periods presented.
Source: NYSE Euronext
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