NYSE Euronext (NYX) today reported net income of $28 million, or
$0.12 per diluted share, for the fourth quarter of 2012, compared
to net income of $110 million, or $0.43 per diluted share, for the
fourth quarter of 2011. Financial results for the fourth quarter of
2012 included a higher level of merger and exit costs, reflecting a
write-off of clearing investments in connection with the decision
to move to ICE Clear, the unwind of BlueNext and merger related
expenses. Fourth quarter of 2012 financial results also included
costs of $24 million, consisting primarily of the premium paid to
former bondholders, to refinance a portion of company debt
outstanding. Excluding the impact of these items, net income in the
fourth quarter of 2012 was $105 million, or $0.43 per diluted
share, compared to $130 million, or $0.50 per diluted share, in the
fourth quarter of 2011. For the full-year 2012, excluding the
discrete items noted in the tables accompanying this press release,
net income was $462 million, or $1.84 per diluted share, compared
to net income of $653 million, or $2.48 per diluted share for
full-year 2011. Financial results for the full-year 2011 benefited
from extreme levels of volatility in the third quarter which drove
strong trading volumes across all trading venues, setting new
quarterly records for orders and executions. Since the third
quarter of 2011 and through 2012, market volatility declined to
multi-year lows, driving significant declines in trading
volumes.
“Our fourth quarter results reflect both the beneficial actions
we took to refinance our debt and rationalize our clearing plans
for Liffe in connection with the announced move to ICE Clear,” said
Duncan L. Niederauer, CEO, NYSE Euronext. “Along with the continued
progress we are making on reducing expenses as part of Project 14,
we are focused on building momentum in our business prior to
closing the deal with ICE, which we expect to close in the second
half of this year. We believe that combining our highly
complementary businesses will create a global exchange player with
a particularly compelling and diverse global derivatives franchise,
and an ‘end-to-end’ multi-asset business that would be very well
positioned to compete and serve a global client base, while
creating meaningful value for shareholders.”
The table below summarizes the financial results1 for the fourth
quarter and full-year of 2012:
% Δ 4Q12 Full-Year
% Δ FY '12 ($ in millions, except EPS)
4Q12 3Q12 4Q11
vs. 4Q11 2012 2011 vs. FY
'11 Total Revenues2 $909 $902
$1,054 (14%) $3,749 $4,552 (18%)
Total Revenues, Less Transaction-Based Expenses3
562 559 628 (11%) 2,324
2,672 (13%) Other Operating Expenses 4
392 388 416 (6%) 1,581
1,666 (5%) Operating Income 4
$170 $171 $212 (20%) $743
$1,006 (26%) Net Income4 $105
$108 $130 (19%) $462 $653
(29%) Diluted Earnings Per Share4
$0.43 $0.44 $0.50
(14%) $1.84 $2.48 (26%)
Operating Margin 30% 31% 34% (4
ppts) 32% 38% (6 ppts) Adjusted EBITDA
Margin 42% 42% 45%
(3 ppts) 43% 48% (5
ppts) 1 A full reconciliation of our non-GAAP results to
our GAAP results is included in the attached tables. See also our
statement on non-GAAP financial measures at the end of this
earnings release. 2 Includes activity assessment fees. 3
Transaction-based expenses include Section 31 fees, liquidity
payments and routing & clearing fees. 4 Excludes merger
expenses, exit costs and the BlueNext tax settlement.
“Our fourth quarter results were in line with the third quarter,
but trailed prior year. The impact of lackluster trading volumes
was somewhat mitigated by lower costs and lower share count.
Operating expenses declined $24 million, or 6% in the fourth
quarter and for the full-year 2012, excluding the impact of
currency fluctuations and new business initiatives, core operating
expenses were down $115 million from the 2011 expense base of
$1,666 million, which far exceeded the initial guidance of $63
million in Project 14 savings,” commented Michael S. Geltzeiler,
Group Executive Vice President and CFO, NYSE Euronext.
“Furthermore, we are continuing to deliver on our commitment to
optimize the business portfolio with the un-wind of BlueNext, the
planned sale of all or part of our MCX stake and our decision to
move to ICE Clear, which will increase savings and reduce
investment costs in 2013.”
FOURTH QUARTER & FULL-YEAR 2012
CONSOLIDATED RESULTS
Total revenues, less transaction-based expenses, which include
Section 31 fees, liquidity payments and routing and clearing fees
(net revenue), were $562 million in the fourth quarter of 2012,
down $66 million, or 11% compared to the fourth quarter of 2011 and
included a $4 million negative impact from foreign currency
fluctuations. The $62 million decrease in net revenue, on a
constant currency basis, compared to the fourth quarter of 2011 was
primarily driven by lower average daily volumes (“ADV”), mostly
attributable to the derivatives business. For the full-year 2012,
net revenue was $2,324 million, a decrease of $348 million, or 13%
compared to $2,672 million for full-year 2011 and included a $55
million negative impact from foreign currency fluctuations. The
$293 million decrease in net revenue, on a constant currency basis,
compared to full-year 2011 was driven primarily by lower ADV,
mostly attributable to the derivatives business.
Operating expenses, excluding merger expenses, exit costs and
the BlueNext tax settlement were $392 million in the fourth quarter
of 2012, down $24 million, or 6% compared to the fourth quarter of
2011. Excluding the impact of new business initiatives and a $1
million positive impact attributable to foreign currency
fluctuations, other operating expenses were down $36 million, or
9%, compared to the fourth quarter of 2011. For the full-year 2012,
other operating expenses on the same basis were $1,581 million
compared to $1,666 million in 2011. Excluding the impact of
acquisitions, new initiatives and a $27 million positive impact
attributable to foreign currency fluctuations, other operating
expenses were down 6% compared to full-year 2011.
For the full-year 2012, Project 14 savings were $115 million,
which represents 46% of the total $250 million expected to be saved
by the end of 2014, running well above the 25%, or $63 million,
originally expected for full-year 2012.
Operating income, excluding merger expenses, exit costs and the
BlueNext tax settlement, was $170 million, down $42 million, or 20%
compared to the fourth quarter of 2011 and included a $3 million
negative impact attributable to foreign currency fluctuations. For
the full-year 2012, operating income on the same basis was $743
million, a decrease of $263 million, or 26% compared to $1,006
million for full-year 2011 and included a $28 million negative
impact attributable to foreign currency fluctuations.
Adjusted EBITDA, excluding merger expenses, exit costs and the
BlueNext tax settlement, was $234 million, down $46 million, or 16%
compared to the fourth quarter of 2011. Adjusted EBITDA margin was
42% in the fourth quarter of 2012, compared to 45% in the fourth
quarter of 2011. For the full-year 2012, adjusted EBITDA on the
same basis was $1,003 million, compared to $1,286 million for
full-year 2011 representing a decrease of $283 million, or 22%.
Adjusted EBITDA margin for the full-year 2012 was 43% compared to
48% in 2011.
Loss from associates is primarily related to New York Portfolio
Clearing. Net (income) loss attributable to non-controlling
interest consists primarily of net income attributable to NYSE Amex
Options which was partially offset by the net loss attributable to
NYSE Liffe U.S.
The effective tax rate for the fourth quarter and full-year
2012, excluding merger expenses, exit costs, direct costs of
refinancing and discrete tax items, was 24% compared to
approximately 26% for the fourth quarter and full-year 2011
excluding the same items and the BlueNext tax settlement.
The weighted average diluted shares outstanding in the fourth
quarter of 2012 was 244 million, down from 262 million in fourth
quarter of 2011. During the fourth quarter of 2012, a total of 1.1
million shares were repurchased at an average price of $24.67 per
share and for the full-year 2012, a total of 17.0 million shares
were repurchased at an average price of $26.55.
At December 31, 2012, total debt was $2.5 billion. Total debt
includes $0.4 billion remaining from the 4.8% June 2013 notes which
we expect to retire in the second quarter of 2013. Cash, cash
equivalents and short term financial investments (including $99
million related to Section 31 fees collected from market
participants and due to the SEC) were $0.4 billion and net debt was
$2.1 billion at the end of the fourth quarter of 2012. The ratio of
debt-to-EBITDA at the end of the fourth quarter of 2012 was
2.5.
On October 5, 2012, NYSE Euronext closed on its public offering
of $850 million 2.00% notes due in October 2017. The proceeds from
this offering were used to fund the tender of $336 million of our
outstanding $750 million 4.80% notes due in June 2013 and €80
million of our €1 billion 5.375% notes due in June 2015 and for
other general corporate purposes, including the reduction in
outstanding commercial paper. As a result of the refinancing,
recurring interest expense declined by approximately $1 million in
the fourth quarter of 2012.
Total capital expenditures were $66 million in the fourth
quarter of 2012 and $191 million for the full-year 2012.
Headcount as of December 31, 2012 of 3,079 was slightly above
year-end 2011 with the addition of 99 employees from the
acquisition of Corpedia in June of 2012 and increased staff for the
UK derivatives clearing initiative.
The Board of Directors declared a cash dividend of $0.30 per
share for the first quarter of 2013. The first quarter 2013
dividend is payable on March 28, 2013 to shareholders of record as
of the close of business on March 14, 2013. The anticipated ex-date
will be March 12, 2013.
FULL-YEAR 2013 GUIDANCE
(NON-GAAP)
For the full-year 2013, management is providing the following
guidance:
- We are guiding total operating expenses
to decline to approximately $1,525 million on a reported basis at
constant currency rates. When compared to Project 14 goals and the
2011 expense base of $1,666 million, we expect core operating
expenses, on a constant currency basis and excluding discrete
investments, to be approximately $1,465 million, which is about
$200 million below the 2011 base.
- The debt refinancing in the fourth
quarter of 2012, is expected to save an annualized $15 million and
$24 million in interest expense in 2013 and 2014,
respectively.
- The anticipated effective tax rate is
expected to be between 24% and 25%.
- The ratio of debt-to-EBITDA is expected
to be at, or below 2.0X in 2013, declining from 2.5X in 2012.
- Total capital expenditures are expected
to be approximately $150 million.
FOURTH QUARTER & FULL-YEAR 2012
SEGMENT RESULTS
Below is a summary of business segment results:
Derivatives Cash Trading & Listings
Info. Svcs. & Tech. Solutions ($ in
millions) Net Operating
Adjusted Net Operating
Adjusted Operating Adjusted
Revenue1 Income2
EBITDA2 Revenue1
Income2 EBITDA2 Revenue
Income2 EBITDA2
4Q12 $160 $63 $72 $282
$100 $141 $120 $35 $49
3Q12 $164 $68 $78 $282
$104 $145 $113 $23 $36
4Q11 $186 $86 $96
$315 $125 $168 $127
$31 $46 FY 2012 $682
$295 $334 $1,168 $450 $617
$473 $113 $167 FY 2011 $861
$473 $523 $1,323
$533 $715 $490 $126
$174 1 Net revenue defined as total revenues
less transaction-based expenses including Section 31 fees,
liquidity payments and routing & clearing fees. 2 Excludes
merger expenses, exit costs and the BlueNext tax settlement.
DERIVATIVES
Derivatives net revenue of $160 million in the fourth quarter of
2012 decreased $26 million, or 14% compared to the fourth quarter
of 2011 and included a $1 million positive impact from foreign
currency fluctuations. The $27 million decrease in derivatives net
revenue, on a constant currency basis, compared to the fourth
quarter of 2011, was driven by lower ADV. For the full-year 2012,
Derivatives net revenue of $682 million decreased $179 million, or
21%, and included a $12 million negative impact from foreign
currency fluctuations. The $167 million decrease in net revenue, on
a constant currency basis, compared to full-year 2011 was driven by
a decline in ADV.
- IntercontinentalExchange and NYSE
Euronext announced that ICE Clear Europe Limited and LIFFE
Administration and Management have entered into a clearing services
agreement pursuant to which ICE Clear Europe will provide clearing
services to the London market of NYSE Liffe.
- İstanbul Menkul Kıymetler Borsası
(IMKB) and NYSE Liffe, announced the launch of futures and options
contracts based on some of the constituents of the IMKB 30
Index.
- NYSE Liffe announced the expansion of
Bclear, NYSE Liffe’s trade confirmation, administration and
clearing service, with the introduction of Fixed Income products.
The new contracts available through Bclear will be Three Month Euro
(Euribor) Futures, Three Month Sterling (Short Sterling) Futures
and Long Gilt Futures.
- In 2012, NYSE Amex Options and NYSE
Arca Options reached their highest combined market share of 28.5%
in October, retaining the #1 or #2 position in U.S. equity
options.
- The new NYSE Liffe U.S. futures
contracts based on the DTCC GCF Repo Index® were named ‘New
Contract of the Year’ in Interest Rates by Futures and Options Week
(FOW) Magazine at the 2012 FOW International Awards in London.
Since launch in mid-July 2012, NYSE Liffe U.S. has traded more than
375,000 total contracts valued at nearly $2 trillion as of December
17. Momentum continues to grow for GCF Repo futures with a new
daily volume record set on January 18th of 17,556 lots traded.
CASH TRADING AND
LISTINGS
Cash Trading and Listings net revenue of $282 million in the
fourth quarter of 2012 decreased $33 million, or 10% compared to
the fourth quarter of 2011 and included a $3 million negative
impact from foreign currency fluctuations. The $30 million decrease
in net revenue, on a constant currency basis, compared to the
fourth quarter of 2011 was primarily driven by lower ADV. For the
full-year 2012, Cash Trading and Listings net revenue of $1,168
million decreased $155 million, or 12%, and included a $29 million
negative impact from foreign currency fluctuations. The $126
million decrease in net revenue, on a constant currency basis,
compared to full-year 2011 was driven primarily by a decline in
ADV.
- NYSE Euronext was ranked #1 in initial
public offerings (IPOs) globally for the second consecutive year.
NYSE Euronext raised $37 billion in total global proceeds on 120
IPOs. In the U.S., NYSE Euronext led the market with 79 IPOs and 17
transfers. NYSE Euronext has steadily captured share in
technology-based IPOs. NYSE Euronext listed 53% of the
technology IPOs in the U.S., including Exact Target Inc. (NYSE:
ET), Millennial Media Inc. (NYSE: MM), Palo Alto Networks
(NYSE:PANW), Service Now Inc (NYSE: NOW), Workday (NYSE: WDAY) and
Yelp Inc. (NYSE: YELP).
- In 2012, 17 companies moved or
announced transfer to NYSE Euronext’s U.S. markets (15 to NYSE, 2
to NYSE MKT) with six departures from the NYSE and three from NYSE
MKT. Of the 15 companies that moved or announced transfer to the
NYSE in 2012, three were among the top 100 largest companies by
market capitalization listed on Nasdaq - Infosys Ltd. (NYSE: INFY),
TD Ameritrade Holding Corporation (NYSE: AMTD) and Teva
Pharmaceutical Industries Ltd. (NYSE: TEVA). Both Teva and Infosys
were previously in the Nasdaq-100 Index.
- In 2012, NYSE Euronext welcomed 25
listings in Europe from a variety of sectors including healthcare,
consumer goods, technology and telecommunications, raising total
IPO proceeds of €2.7 billion ($3.5 billion) and representing an
aggregate market capitalization of €22.8 billion ($30 billion). Key
listings on NYSE Euronext's European platforms included: Ziggo
(Euronext: ZIGGO), the Dutch cable operator launched NYSE
Euronext's largest European IPO in 2012 on NYSE Euronext in
Amsterdam, D.E. Masterblenders 1753 (Euronext: DE), the spin-off
from ex-Sara Lee Corp, also listed on NYSE Euronext in Amsterdam;
Groupe Eurotunnel (Euronext: GET), the first company to be admitted
to trading on NYSE Euronext in London and BTG Pactual (Alternext:
BTGP), Brazil's largest investment bank listed on NYSE Alternext in
Amsterdam.
- LCH.Clearnet SA, the Paris-based
clearing house of LCH.Clearnet Group, and NYSE Euronext jointly
announced an agreement on the main terms and conditions of a six
year clearing contract with respect to NYSE Euronext’s continental
cash equities markets. The new agreement commenced on January 1,
2013 and will run through 2018. Under the new contract,
LCH.Clearnet SA has further reduced clearing fees for clearing
members by 20%.
- European cash market share (value
traded) in NYSE Euronext’s four core markets was 66% in the fourth
quarter of 2012, in-line with the fourth quarter of 2011, but down
from 68% in the third quarter of 2012.
INFORMATION SERVICES AND TECHNOLOGY
SOLUTIONS
Information Services and Technology Solutions revenue was $120
million in the fourth quarter of 2012, a decrease of $7 million, or
6% compared to the fourth quarter of 2011 and included a $2 million
negative impact from foreign currency fluctuations. Revenue in the
fourth quarter of 2012, however, increased $7 million, or 7%
compared to the third quarter of 2012 which included a $2 million
positive impact from foreign currency fluctuations. Operating
margin for the fourth quarter of 2012 returned to 29% from 20% in
the third quarter of 2012 and 24% in the fourth quarter of 2011.
For the full-year 2012, Information Services and Technology
Solutions revenue of $473 million decreased $17 million, or 3%, and
included a $14 million negative impact from foreign currency
fluctuations. The $3 million decrease in revenue, on a constant
currency basis, compared to full-year 2011 was driven by the
challenging environment for financial services technology sales
which has delayed client decisions on purchases of software and
connectivity services. Highlights for the fourth quarter of 2012
included:
- Russell Indexes, a leading global index
provider and NYSE Euronext, one of the world's premier exchange
operators and technology innovators, announced a global alliance
which includes the transition of RussellTick, an index feed for
real-time, intra-day values for the Russell family of indexes in
the U.S. and globally, to NYSE Technologies' Global Index Feed
(GIF) protocol and extensive global distribution. The migration of
RussellTick to NYSE Technologies' GIF protocol makes Russell the
first major index family distributed through the global Secure
Financial Transaction Infrastructure® (SFTI®) network. The alliance
also includes a commitment to develop additional joint global
services and products, such as new index-based options.
Approximately $3.9 trillion in assets are currently benchmarked to
the Russell Indexes globally.
- Americas Trading Group (ATG) announced
the formation of a new company that will develop a liquidity center
targeting the Brazilian exchange market called Americas Trading
System Brasil, or ATS Brasil. Utilizing trading solutions developed
by NYSE Technologies, the technology unit of NYSE Euronext, ATS
Brasil will offer customers a new equities matching platform in
Latin America. ATG will maintain the controlling interest as well
as operational management of the company with NYSE Technologies as
a minority shareholder and the core technology provider.
- NYSE Technologies announced the
continued expansion of its Secure Financial Transaction
Infrastructure (SFTI) in Asia with the introduction of two access
centers located in Hong Kong. Customers now, for the first time,
have direct access to the SFTI network, allowing them to connect to
the NYSE Euronext capital markets community and all other major
international trading venues.
- NYSE Technologies announced the launch
of the OpenMAMA Enterprise Edition as a part of its Open Platform.
The OpenMAMA Enterprise Edition is a commercial offering that is a
fully supported, tested and certified distribution of the industry
standard Open Source Middleware Agnostic Messaging API (OpenMAMA1).
It provides an open, vendor-neutral integration layer for a variety
of middleware systems, including NYSE Technologies Data
FabricSM.
- NYSE Technologies announced the
addition of the Appia Business Center, a management interface that
allows front-end users to configure FIX infrastructure without
special coding, to its FIX capabilities. With the new Appia
Business Center, business users can build, maintain, and monitor
their FIX infrastructure without the help of specialists to
on-board new clients, communicate with new matching engines, or
implement new rules.
The accompanying tables include information integral to
assessing the Company’s financial performance.
Analyst / Investor / Media Call:
February 5, 2013 at 8:00 a.m. (NY / ET) / 2:00 p.m. (Paris /
CET)
A presentation and live audio webcast of the fourth quarter and
full-year 2012 earnings conference call will be available on the
Investor Relations section of NYSE Euronext’s website, http://www.nyseeuronext.com/ir. Those wishing to
listen to the live conference via telephone should dial-in at least
ten minutes before the call begins. An audio replay of the
conference call will be available approximately one hour after the
call on the Investor Relations section of NYSE Euronext’s website,
http://www.nyseeuronext.com/ir or by
dial-in beginning approximately two hours following the conclusion
of the live call.
Live Dial-in Information:
United States: 866.203.2528
International: 617.213.8847
Passcode: 11676007
Replay Dial-in Information:
United States: 888.286.8010
International: 617.801.6888
Passcode: 41798941
Non-GAAP Financial Measures
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, the BlueNext tax settlement, debt refinancing
costs 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 Earnings News Release with Tables and Operating
Data
About NYSE Euronext
NYSE Euronext (NYX) is a leading global operator of financial
markets and provider of innovative trading technologies. The
company's exchanges in Europe and the United States trade equities,
futures, options, fixed-income and exchange-traded products. With
approximately 8,000 listed issues (excluding European Structured
Products), NYSE Euronext's equities markets - the New York Stock
Exchange, NYSE Euronext, NYSE MKT, NYSE Alternext and NYSE Arca -
represent one-third of the world’s equities trading, the most
liquidity of any global exchange group. NYSE Euronext also operates
NYSE Liffe, one of the leading European derivatives businesses and
the world's second-largest derivatives business by value of
trading. The company offers comprehensive commercial technology,
connectivity and market data products and services through NYSE
Technologies. NYSE Euronext is in the S&P 500 index. For more
information, please visit: http://www.nyx.com.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING
STATEMENTS
This communication contains “forward-looking statements” made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. In some cases, you can identify
forward-looking statements by words such as “may,” “hope,” “will,”
“should,” “expect,” “plan,” “anticipate,” “intend,” “believe,”
“estimate,” “predict,” “potential,” “continue,” “could,” “future”
or the negative of those terms or other words of similar meaning.
You should carefully read forward-looking statements, including
statements that contain these words, because they discuss our
future expectations or state other “forward-looking” information.
Forward-looking statements are subject to numerous assumptions,
risks and uncertainties which change over time. ICE and NYSE
Euronext caution readers that any forward-looking statement is not
a guarantee of future performance and that actual results could
differ materially from those contained in the forward-looking
statement.
Forward-looking statements include, but are not limited to,
statements about the benefits of the proposed merger involving ICE
and NYSE Euronext, including future financial results, ICE’s and
NYSE Euronext’s plans, objectives, expectations and intentions, the
expected timing of completion of the transaction and other
statements that are not historical facts. Important factors that
could cause actual results to differ materially from those
indicated by such forward-looking statements are set forth in ICE’s
and NYSE Euronext’s filings with the U.S. Securities and Exchange
Commission (the “SEC”). These risks and uncertainties include,
without limitation, the following: the inability to close the
merger in a timely manner; the inability to complete the merger due
to the failure of NYSE Euronext stockholders to adopt the merger
agreement or the failure of ICE stockholders to approve the
issuance of ICE common stock in connection with the merger; the
failure to satisfy other conditions to completion of the merger,
including receipt of required regulatory and other approvals; the
failure of the proposed transaction to close for any other reason;
the possibility that any of the anticipated benefits of the
proposed transaction will not be realized; the risk that
integration of NYSE Euronext’s operations with those of ICE will be
materially delayed or will be more costly or difficult than
expected; the challenges of integrating and retaining key
employees; the effect of the announcement of the transaction on
ICE’s, NYSE Euronext’s or the combined company’s respective
business relationships, operating results and business generally;
the possibility that the anticipated synergies and cost savings of
the merger will not be realized, or will not be realized within the
expected time period; the possibility that the merger may be more
expensive to complete than anticipated, including as a result of
unexpected factors or events; diversion of management’s attention
from ongoing business operations and opportunities; general
competitive, economic, political and market conditions and
fluctuations; actions taken or conditions imposed by the United
States and foreign governments or regulatory authorities; and
adverse outcomes of pending or threatened litigation or government
investigations. In addition, you should carefully consider the
risks and uncertainties and other factors that may affect future
results of the combined company, as will be described in the
section entitled “Risk Factors” in the joint proxy
statement/prospectus to be delivered to ICE’s and NYSE Euronext’s
respective shareholders, and as described in ICE’s and NYSE
Euronext’s respective filings with the SEC that are available on
the SEC’s web site located at www.sec.gov, including the sections
entitled “Risk Factors” in ICE’s Form 10-K for the fiscal year
ended December 31, 2011, as filed with the SEC on
February 8, 2012, and ICE’s Quarterly Reports on Form 10-Q for
the quarters ended June 30, 2012, as filed with the SEC on
August 1, 2012, and September 30, 2012, as filed with the
SEC on November 5, 2012, and “Risk Factors” in NYSE Euronext’s
Form 10-K for the fiscal year ended December 31, 2011, as
filed with the SEC on February 29, 2012, and NYSE Euronext’s
Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2012, as filed with the SEC on May 4, 2012, and
September 30, 2012, as filed with the SEC on November 8,
2012. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this communication.
Except for any obligations to disclose material information under
the Federal securities laws, NYSE Euronext undertakes no obligation
to publicly update any forward-looking statements to reflect events
or circumstances after the date of this communication.
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND
WHERE TO FIND IT
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. In connection with the proposed transaction,
ICE has filed with the SEC a registration statement on Form S-4,
which includes a joint proxy statement/prospectus with respect to
the proposed acquisition of NYSE Euronext. The final joint proxy
statement/prospectus will be delivered to the stockholders of ICE
and NYSE Euronext. INVESTORS AND SECURITY HOLDERS OF BOTH ICE AND
NYSE EURONEXT ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION CAREFULLY
AND IN ITS ENTIRETY, INCLUDING ANY DOCUMENTS PREVIOUSLY FILED WITH
THE SEC AND INCORPORATED BY REFERENCE INTO THE JOINT PROXY
STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THOSE DOCUMENTS, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION
REGARDING ICE, NYSE EURONEXT AND THE PROPOSED TRANSACTION.
Investors and security holders may obtain a free copy of the joint
proxy statement/prospectus, as well as other filings containing
information about ICE and NYSE Euronext, without charge, at the
SEC’s website at http://www.sec.gov. Investors may also obtain
these documents, without charge, from ICE’s website at
http://www.theice.com and from NYSE Euronext’s website at
http://www.nyx.com
PARTICIPANTS IN THE MERGER SOLICITATION
ICE, NYSE Euronext and their respective directors, executive
officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies in respect
of the transactions contemplated by the Merger Agreement.
You can find information about ICE and ICE’s directors and
executive officers in ICE’s Annual Report on Form 10-K for the year
ended December 31, 2011, as filed with the SEC on
February 8, 2012, and ICE’s proxy statement for its 2012
annual meeting of stockholders, as filed with the SEC on
March 30, 2012.
You can find information about NYSE Euronext and NYSE Euronext’s
directors and executive officers in NYSE Euronext’s Annual Report
on Form 10-K for the year ended December 31, 2011, as filed
with the SEC on February 29, 2012, and NYSE Euronext’s proxy
statement for its 2012 annual meeting of stockholders, filed with
the SEC on March 26, 2012.
Additional information about the interests of potential
participants will be included in the joint proxy
statement/prospectuses, when it becomes available, and the other
relevant documents filed by ICE and NYSE Euronext with the SEC.
NYSE Euronext Condensed consolidated statements of income
(unaudited) (in millions, except per share data)
Three
months ended Year ended Dec. 31, Dec. 31, 2012 Sept. 30,
2012 Dec. 31, 2011 2012 2011
Revenues Transaction and clearing fees $ 565 $ 570 $
701 $ 2,393 $ 3,162 Market data 85 85 90 348 371 Listing 114 112
112 448 446 Technology services 87 81 95 341 358 Other revenues
58 54
56 219
215 Total revenues 909 902 1,054 3,749 4,552
Transaction-based expenses: Section 31 fees 75 74 84 301 371
Liquidity payments, routing and clearing
272
269 342
1,124 1,509
Total revenues, less transaction-based expenses
562 559
628 2,324
2,672 Other operating expenses Compensation 144
145 159 601 638 Depreciation and amortization 64 64 68 260 280
Systems and communications 43 44 45 176 188 Professional services
81 76 80 299 299 Selling, general and administrative 60 59 106 245
303 Merger expenses and exit costs
73
18 46
134 114 Total other
operating expenses
465
406 504
1,715 1,822
Operating income 97 153 124 609 850 Net interest and investment
income (loss) (52 ) (28 ) (28 ) (136 ) (116 ) Loss from associates
(3 ) (2 ) (4 ) (8 ) (9 ) Net loss on disposal activities - - - (2 )
- Other income (loss)
3
1 -
7 - Income before
income taxes 45 124 92 470 725 Income tax (provision) benefit
(14 ) (12
) 4
(105 ) (122
) Net income 31 112 96 365 603 Net (income) loss
attributable to noncontrolling interest (3 ) (4 )
14 (17 ) 16 Net income
attributable to NYSE Euronext $ 28 $ 108 $ 110
$ 348 $ 619 Basic earnings per share
attributable to NYSE Euronext $ 0.12 $ 0.44 $ 0.43 $ 1.39 $ 2.37
Diluted earnings per share attributable to NYSE Euronext $
0.12 $ 0.44 $ 0.43 $ 1.39 $ 2.36 Basic weighted average
shares outstanding 243 246 260 250 261 Diluted weighted average
shares outstanding 244 247
262 250 263
We use non-GAAP financial measures of operating performance.
Non-GAAP measures do not replace and are not superior to the
presentation of our GAAP financial results but are provided to
improve overall understanding of our current financial performance
and our prospects for the future.
Three months ended Year ended Dec. 31,
Non-GAAP
Reconciliation
Dec. 31, 2012 Sept. 30, 2012 Dec. 31, 2011
2012 2011 Income (loss) before
income taxes - GAAP $ 45 $ 124 $ 92 $ 470 $ 725 Excluding: Merger
expenses and exit costs 73 18 46 134 114 Debt refinancing costs 24
- - 24 - BlueNext tax settlement - - 42 - 42 Net loss on disposal
activities
- -
- 2
- Income before income taxes - as
adjusted 142 142 180 630 881 Income tax provision
(34 ) (30
) (47 )
(151 ) (227
) Net income - as adjusted 108 112 133 479 654 Net
(income) loss attributable to noncontrolling interest (3 ) (4 ) 14
(17 ) 16 Excluding: Noncontrolling interest impact on BlueNext tax
settlement
- -
(17 ) -
(17 ) Net income
attributable to NYSE Euronext - as adjusted $ 105 $ 108
$ 130 $ 462 $ 653 Diluted
earnings per share attributable to NYSE Euronext $ 0.43 $
0.44 $ 0.50 $ 1.84 $ 2.48
NYSE Euronext Segment Results (unaudited) (in millions)
Three months ended Three months ended December 31, 2012
December 31, 2011 Information
Information Services and Corporate
Cash
Services and
Cash Trading Technology and
Trading and
Technology
Corporate and
Derivatives and Listings Solutions Eliminations Consolidated
Derivatives Listings Solutions Eliminations Consolidated
Revenues Transaction and clearing fees $ 198 $ 367 $ - $ - $ 565 $
221 $ 480 $ - $ - $ 701 Market data 10 42 33 - 85 13 46 31 - 90
Listing - 114 - - 114 - 112 - - 112 Technology services - - 87 - 87
- - 96 (1 ) 95 Other revenues 13 45
- - 58 10
45 - 1 56
Total revenues 221 568 120 - 909 244 683 127 - 1,054
Transaction-based expenses: Section 31 fees - 75 - - 75 - 84 - - 84
Liquidity payments, routing and clearing 61
211 - - 272
58 284 - -
342 Total revenues, less transaction-based expenses 160 282
120 - 562 186 315 127 - 628 Depreciation and amortization [a] 9 41
14 - 64 10 43 15 - 68 BlueNext tax settlement [b] - - - - - - 42 -
- 42 Merger expenses and exit costs (M&E) [c] 12 13 6 42 73 - 8
- 38 46 Other operating expenses 88 141
71 28 328 90
147 81 30
348 Operating income - GAAP [d] $ 51 $ 87 $ 29
$ (70 ) $ 97 $ 86 $ 75 $ 31 $
(68 ) $ 124 Operating income excluding M&E [d] + [c] +
[b] $ 63 $ 100 $ 35 $ (28 ) $ 170 $ 86
$ 125 $ 31 $ (30 ) $ 212 Adjusted
EBITDA [d] + [c] + [b] + [a] $ 72 $ 141
$ 49 $ (28 ) $ 234 $ 96 $
168 $ 46 $ (30 ) $ 280
Operating margin excluding M&E & BlueNext tax
settlement 39 % 35 % 29 % N/M 30 % 46 % 40 % 24 % N/M 34 % Adjusted
EBITDA margin 45 % 50 % 41 % N/M 42 % 52 % 53 % 36 % N/M 45 %
Year ended Year ended December 31, 2012 December 31, 2011
Information
Information Services and
Corporate
Cash
Services and Cash Trading Technology
and
Trading and
Technology Corporate and Derivatives and Listings Solutions
Eliminations Consolidated Derivatives Listings Solutions
Eliminations Consolidated Revenues Transaction and clearing
fees $ 821 $ 1,572 $ - $ - $ 2,393 $ 1,046 $ 2,116 $ - $ - $ 3,162
Market data 43 173 132 - 348 48 193 130 - 371 Listing - 448 - - 448
- 446 - - 446 Technology services - - 341 - 341 - - 360 (2 ) 358
Other revenues 46 172 -
1 219 41 174
- - 215 Total
revenues 910 2,365 473 1 3,749 1,135 2,929 490 (2 ) 4,552
Transaction-based expenses: Section 31 fees - 301 - - 301 - 371 -
- 371 Liquidity payments, routing and clearing 228
896 - - 1,124
274 1,235 -
- 1,509 Total revenues, less transaction-based
expenses 682 1,168 473 1 2,324 861 1,323 490 (2 ) 2,672
Depreciation and amortization [a] 39 167 54 - 260 50 182 48 - 280
BlueNext tax settlement [b] - - - - - - 42 - - 42 Merger expenses
and exit costs (M&E) [c] 33 28 18 55 134 3 19 4 88 114 Other
operating expenses 348 551 306
116 1,321 338
608 316 124 1,386
Operating income - GAAP [d] $ 262 $ 422 $ 95
$ (170 ) $ 609 $ 470 $ 472 $ 122
$ (214 ) $ 850 Operating income excluding M&E [d] + [c]
+ [b] $ 295 $ 450 $ 113 $ (115 ) $ 743
$ 473 $ 533 $ 126 $ (126 ) $ 1,006
Adjusted EBITDA [d] + [c] + [b] + [a] $ 334 $ 617
$ 167 $ (115 ) $ 1,003 $
523 $ 715 $ 174 $ (126 )
$ 1,286 Operating margin excluding M&E
& BlueNext tax settlement 43 % 39 % 24 % N/M 32 % 55 % 40 % 26
% N/M 38 % Adjusted EBITDA margin 49 % 53 % 35 % N/M 43 % 61 % 54 %
36 % N/M 48 % 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. N/M
= Not meaningful NYSE Euronext Fixed
operating expenses (unaudited) (in millions)
Expense Base
Development on a Constant $ / Constant Portfolio Basis
Fixed operating expenses for the three months ended December
31, 2012 - GAAP $ 465 Less: Merger expenses and exit costs
(73 ) $ 392 Excluding the impact of: Currency translation 1 New
business initiatives (13 ) Fixed operating expenses for the
three months ended December 31, 2012 - as adjusted $ 380 [a]
Fixed operating expenses for the three months ended December
31, 2011 - GAAP $ 504 Less: Merger expenses and exit costs (46 )
BlueNext tax settlement (42 ) $ 416 [b]
Variance ($) $ (36 ) [a] - [b] = [c] Variance (%) -9 % [c] /
[b] Fixed operating expenses for the year ended
December 31, 2012 - GAAP $ 1,715 Less: Merger expenses and exit
costs (134 ) $ 1,581 Excluding the impact of: Currency
translation 27 New business initiatives (42 ) Fixed
operating expenses for the year ended December 31, 2012 - as
adjusted $ 1,566 [a] Fixed operating expenses for the
year ended December 31, 2011 - GAAP $ 1,822 Less: Merger expenses
and exit costs (114 ) BlueNext tax settlement (42 ) $ 1,666
[b] Variance ($) $ (100 ) [a] - [b] = [c] Variance
(%) -6 % [c] / [b]
Expense Base
Development Versus Project 14 Cost Savings Plan
Fixed operating expenses for the year ended December 31,
2012 - GAAP $ 1,715 Less: Merger expenses and exit costs (134 ) New
business initiatives (44 ) Currency translation(1) 14
Fixed operating expenses for the year ended December 31, 2012 - as
adjusted $ 1,551 [a] Fixed operating expenses for the
year ended December 31, 2011 - GAAP $ 1,822 Less: Merger expenses
and exit costs (114 ) BlueNext tax settlement (42 ) Fixed
operating expenses for the year ended December 31, 2011 - as
adjusted $ 1,666 [b] Year to Date Project 14
Cost Savings - ($) $ 115 [b]-[a] = [c] Year to Date
Project 14 Cost Savings - (%) 7 % [c] / [b] Project
14 Cost Savings to date as % of total $250 million plan 46 %
(1) We measure the Project 14 cost savings utilizing
constant currency rates of $1.35 for the Euro and $1.60 for the
Pound Sterling.
We use non-GAAP financial measures of
operating performance. Non-GAAP measures do not replace and are not
superior to the presentation of our GAAP financial results but are
provided to improve overall understanding of our current financial
performance and our prospects for the future.
NYSE Euronext Condensed consolidated statements of
financial condition (unaudited) (in millions)
December 31,
2012
2011
Assets Current assets: Cash, cash equivalents, and short
term financial investments $ 380 $ 432 Accounts receivable, net 405
497 Deferred income taxes 67 108 Other current assets 156
152 Total current assets 1,008 1,189 Property and
equipment, net 948 963 Goodwill 4,163 4,027 Other intangible
assets, net 5,783 5,697 Deferred income taxes 74 594 Other assets
580 637 Total assets $ 12,556 $ 13,107
Liabilities and equity Accounts payable and accrued expenses $ 824
$ 992 Deferred revenue 138 130 Short term debt 454 39 Deferred
income taxes - 23 Total current liabilities 1,416
1,184 Long term debt 2,055 2,036 Deferred income taxes 1,435
1,900 Accrued employee benefits 602 620 Deferred revenue 378 371
Other liabilities 27 63
Total liabilities
5,913 6,174 Redeemable noncontrolling interest
274 295 Equity 6,369 6,638 Total
liabilities and equity $ 12,556 $ 13,107
NYSE
Euronext
Selected
Statistical Data:
Volume
Summary
Average Daily Volume Total Volume Average
Daily Volume Total Volume (Unaudited)
4Q12 3Q12 % ∆ 4Q12
vs. 3Q12 4Q11 % ∆ 4Q12 vs.
4Q11 4Q12 3Q12
% ∆ 4Q12 vs. 3Q12 4Q11
% ∆ 4Q12 vs. 4Q11 FY 2012
FY 2011 % ∆ FY
2012 FY 2011 % ∆
Number of Trading Days - European Cash 64 65 64 64 65 64 256
257 256 257 Number of Trading Days - European Derivatives 64 65 64
64 65 64 257 257 257 257 Number of Trading Days - U.S. Markets 62
63 63 62 63 63 250 252 250 252
European Derivatives
Products (contracts in thousands) 3,534 3,383
4.5 % 3,615 -2.3 %
226,159 219,866 2.9 % 231,383
-2.3 % 3,719 4,469 -16.8
% 955,802 1,148,498 -16.8 % of
which Bclear 1,190 829 43.6 % 868 37.1 % 76,142 53,856 41.4 %
55,525 37.1 % 1,103 1,141 -3.3 % 283,554 293,243 -3.3 % Avg. Net
Revenue Per Contract (ex. Bclear) $ 0.673 $ 0.657 2.4 % $ 0.698
-3.6 % $ 0.673 $ 0.657 2.4 % $ 0.698 -3.6 % Avg. Net Revenue Per
Contract (ex. Bclear) - Currency Neutral $ 0.673 $ 0.667 0.9 % $
0.713 -5.6 % $ 0.673 $ 0.667 0.9 % $ 0.713 -5.6 %
Total
Interest Rate Products1 1,562 1,731
-9.8 % 1,802 -13.3 %
99,978 112,531 -11.2 % 115,305
-13.3 % 1,754 2,250 -22.0
% 450,896 578,255 -22.0 %
Short Term Interest Rate Products 1,406 1,583 -11.2 % 1,668 -15.7 %
89,977 102,912 -12.6 % 106,737 -15.7 % 1,602 2,111 -24.1 % 411,806
542,541 -24.1 % Medium and Long Term Interest Rate Products 156 148
5.6 % 134 16.7 % 10,001 9,619 4.0 % 8,568 16.7 % 152 139 9.5 %
39,089 35,714 9.5 %
Total Equity Products2
1,875 1,551 20.9 % 1,742
7.6 % 120,005 100,803 19.0
% 111,480 7.6 % 1,875
2,138 -12.3 % 481,969 549,513
-12.3 % Individual Equity Products 1,430 1,100
30.0 % 1,215 17.7 % 91,542 71,513 28.0 % 77,775 17.7 % 1,398 1,560
-10.4 % 359,382 401,004 -10.4 % Futures 1,049 696 50.6 % 707 48.3 %
67,140 45,265 48.3 % 45,273 48.3 % 959 974 -1.6 % 246,542 250,442
-1.6 % Options 381 404 -5.6 % 508 -24.9 % 24,402 26,248 -7.0 %
32,503 -24.9 % 439 586 -25.1 % 112,841 150,562 -25.1 % Equity Index
Products 445 451 -1.3 % 527 -15.6 % 28,463 29,290 -2.8 % 33,705
-15.6 % 477 578 -17.5 % 122,587 148,509 -17.5 % of which
Bclear 1,190 829 43.6 % 868 37.1 % 76,142 53,856 41.4 % 55,525 37.1
% 1,103 1,141 -3.3 % 283,554 293,243 -3.3 % Individual Equity
Products 1,106 754 46.7 % 789 40.2 % 70,803 49,014 44.5 % 50,508
40.2 % 1,027 1,060 -3.1 % 263,840 272,384 -3.1 % Futures 1,038 670
54.9 % 698 48.8 % 66,435 43,560 52.5 % 44,658 48.8 % 938 959 -2.2 %
240,967 246,425 -2.2 % Options 68 84 -18.7 % 91 -25.3 % 4,368 5,454
-19.9 % 5,850 -25.3 % 89 101 -11.9 % 22,873 25,959 -11.9 % Equity
Index Products 83 74 12.0 % 78 6.4 % 5,339 4,842 10.3 % 5,017 6.4 %
77 81 -5.5 % 19,714 20,858 -5.5 %
Commodity Products
97 100 -4.0 % 72 34.3
% 6,176 6,532 -5.4 %
4,598 34.3 % 89 81 10.6
% 22,937 20,730 10.6 %
U.S. Derivatives Products (contracts in thousands) Avg.
Net Revenue Per Contract (ex. Liffe U.S. volumes) $ 0.142 $
0.144 -1.4 % $ 0.148 -4.1 % $ 0.142 $ 0.144 -1.4 % $ 0.148 -4.1 %
Equity Options Contracts3 4,000 3,533 13.2 % 4,286 -6.7 %
248,007 222,578 11.4 % 270,024 -8.2 % 3,893 4,406 -11.6 % 973,140
1,110,193 -12.3 % Total Consolidated Options Contracts 14,318
13,812 3.7 % 15,497 -7.6 % 887,740 870,150 2.0 % 976,280 -9.1 %
14,727 16,764 -12.2 % 3,681,821 4,224,605 99.8 % Share of
Total Consolidated Options Contracts 27.9 % 25.6 % 27.7 % 27.9 %
25.6 % 27.7 % 26.4 % 26.3 % 26.4 % 26.3 %
NYSE Liffe
U.S. Futures and Futures Options Volume* 55.2 66.4 -16.8
% 91.2 -39.4 % 3,591.0 4,247.6 -15.5 % 5,837.8 -38.5 % 72.7 81.2
-10.4 % 18,769.2 20,937.6 -10.4 %
European Cash Products
(trades in thousands) 1,179 1,318 -10.6
% 1,585 -25.6 % 75,457
85,695 -11.9 % 101,450 -25.6
% 1,445 1,711 -15.5 %
370,013 439,717 -15.9 % Avg. Net
Revenue Per Transaction $ 0.583 $ 0.537 8.6 % $ 0.582 0.2 % $ 0.583
$ 0.537 8.6 % $ 0.582 0.2 % Avg. Net Revenue Per Transaction -
Currency Neutral $ 0.583 $ 0.556 4.9 % $ 0.560 4.1 % $ 0.583 $
0.556 4.9 % $ 0.560 4.1 % Equities 1,134 1,272 -10.9 % 1,522
-25.5 % 72,560 82,698 -12.3 % 97,434 -25.5 % 1,396 1,644 -15.1 %
357,365 422,517 -15.4 % Exchange-Traded Funds 12 13 -5.5 % 20 -40.5
% 762 819 -6.9 % 1,281 -40.5 % 13 21 -35.0 % 3,412 5,270 -35.2 %
Structured Products 28 28 -2.3 % 38 -27.4 % 1,760 1,831 -3.8 %
2,426 -27.4 % 31 41 -25.7 % 7,886 10,649 -26.0 % Bonds 6 5 9.4 % 5
21.0 % 375 348 7.7 % 309 21.0 % 5 5 5.8 % 1,350 1,281 5.3 %
U.S. Cash Products (shares in millions) 1,551
1,583 -2.1 % 2,133 -27.3
% 96,158 99,758 -3.6 %
134,373 -28.4 % 1,685 2,283
-26.2 % 421,338 575,223 -26.8
% Avg. Net Revenue Per 100 Shares Handled $ 0.0399 $ 0.0401
-0.5 % $ 0.0394 1.3 % $ 0.0399 $ 0.0401 -0.5 % $ 0.0394 1.3 %
NYSE Listed (Tape A) Issues 4 Handled
Volume 5 1,115 1,134 -1.7 % 1,490 -25.2 % 69,126 71,463 -3.3 %
93,849 -26.3 % 1,207 1,607 -24.9 % 301,769 404,910 -25.5 % Matched
Volume 6 1,069 1,078 -0.9 % 1,412 -24.3 % 66,250 67,921 -2.5 %
88,942 -25.5 % 1,147 1,523 -24.7 % 286,785 383,863 -25.3 % Total
NYSE Listed Consolidated Volume 3,405 3,412 -0.2 % 4,172 -18.4 %
211,117 214,981 -1.8 % 262,852 -19.7 % 3,659 4,370 -16.3 % 914,654
1,101,268 -16.9 %
Share of Total Consolidated Volume
Handled Volume 5 32.7 % 33.2 % 35.7 % 32.7 % 33.2 % 35.7 % 33.0 %
36.8 % 33.0 % 36.8 % Matched Volume 6 31.4 % 31.6 % 33.8 % 31.4 %
31.6 % 33.8 % 31.4 % 34.9 % 31.4 % 34.9 %
NYSE Arca, MKT
and Regional (Tape B) Listed Issues Handled Volume 5 225
222 1.1 % 372 -39.7 % 13,928 14,005 -0.5 % 23,458 -40.6 % 248 381
-35.0 % 61,957 96,040 -35.5 % Matched Volume 6 208 202 2.8 % 335
-38.0 % 12,889 12,741 1.2 % 21,120 -39.0 % 225 343 -34.6 % 56,127
86,460 -35.1 % Total NYSE Arca & NYSE MKT Listed Consolidated
Volume 971 939 3.3 % 1,452 -33.1 % 60,182 59,184 1.7 % 91,461 -34.2
% 1,055 1,474 -28.4 % 263,832 371,409 -29.0 %
Share of
Total NYSE Arca & NYSE MKT Listed Consolidated Volume
Handled Volume 5 23.1 % 23.7 % 25.6 % 23.1 % 23.7 % 25.6 % 23.5 %
25.9 % 23.5 % 25.9 % Matched Volume 6 21.4 % 21.5 % 23.1 % 21.4 %
21.5 % 23.1 % 21.3 % 23.3 % 21.3 % 23.3 %
Nasdaq Listed
Issues (Tape C) Handled Volume 5 211 227 -6.8 % 271
-22.0 % 13,104 14,289 -8.3 % 17,066 -23.2 % 230 295 -21.8 % 57,612
74,274 -22.4 % Matched Volume 6 189 196 -3.8 % 234 -19.4 % 11,688
12,342 -5.3 % 14,727 -20.6 % 199 254 -21.6 % 49,756 63,941 -22.2 %
Total Nasdaq Listed Consolidated Volume 1,736 1,661 4.5 % 1,854
-6.4 % 107,620 104,663 2.8 % 116,830 -7.9 % 1,749 2,022 -13.5 %
437,168 509,421 -14.2 %
Share of Total Nasdaq Listed
Consolidated Volume Handled Volume 5 12.2 % 13.7 % 14.6 % 12.2
% 13.7 % 14.6 % 13.2 % 14.6 % 13.2 % 14.6 % Matched Volume 6 10.9 %
11.8 % 12.6 % 10.9 % 11.8 % 12.6 % 11.4 % 12.6 % 11.4 % 12.6 %
Exchange-Traded Funds 5,7 Handled
Volume 5 213 205 3.9 % 359 -40.7 % 13,193 12,903 2.3 % 22,619 -41.7
% 233 360 -35.4 % 58,195 90,741 -35.9 % Matched Volume 6 197 186
5.9 % 323 -38.9 % 12,229 11,739 4.2 % 20,350 -39.9 % 211 324 -34.9
% 52,682 81,632 -35.5 % Total ETF Consolidated Volume 940 890 5.6 %
1,433 -34.4 % 58,263 56,048 4.0 % 90,268 -35.5 % 1,020 1,420 -28.2
% 255,004 357,841 -28.7 %
Share of Total ETF Consolidated
Volume Handled Volume 5 22.6 % 23.0 % 25.1 % 22.6 % 23.0 % 25.1
% 22.8 % 25.4 % 22.8 % 25.4 % Matched Volume 6 21.0 % 20.9 % 22.5 %
21.0 % 20.9 % 22.5 % 20.7 % 22.8 % 20.7 % 22.8 % 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 Euronext's U.S. crossing
sessions. 5 Represents the total number of shares of equity
securities and ETFs internally matched on the NYSE Euronext's U.S.
exchanges or routed to and executed at an 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
Euronext's U.S. exchanges. 7 Data included in previously identified
categories. * ADVs calculated with the appropriate number of NYSE
Liffe U.S. trading days. Source: NYSE Euronext, Options Clearing
Corporation and Consolidated Tape as reported for equity
securities. All trading activity is single-counted, except European
cash trading which is double counted to include both buys and
sells.
NYSE
Euronext
Selected
Statistical Data:
Other Operating
Statistics
Three Months Ended
Full Year (Unaudited)
Dec. 31, 2012
Sept. 30, 2012 Dec. 31,
2011 2012 2011
NYSE Euronext Listed Issuers NYSE Listed
Issuers Issuers listed on U.S. Markets1 2,939 2,951
2,947 2,939 2,947 Number of new issuer listings1 70 44 43 296 426
Capital raised in connection with new listings ($millions)2 $5,971
$5,865 $4,079 $21,415 $27,388
Euronext Listed Issuers
Issuers listed on Euronext1 893 906 932 893 932 Number of
new issuer listings3 14 6 12 40 59 Capital raised in connection
with new listings ($millions)2 $36 $3 $7 $3,436 $213
NYSE Euronext Market Data NYSE Market
Data4 Share of Tape A revenues (%) 41.6% 41.4%
43.0% 41.1% 45.2% Share of Tape B revenues (%) 26.9% 27.2% 29.3%
27.0% 30.2% Share of Tape C revenues (%) 14.4% 15.4% 17.5% 15.1%
18.6% Professional subscribers (Tape A) 337,988 356,210 371,878
337,988 371,878
Euronext Market Data Number of
terminals 209,686 211,850 226,282 209,686 226,282
NYSE Euronext Operating Expenses NYSE Euronext
employee headcount NYSE Euronext headcount5 3,079 3,061
3,077 3,079 3,077
NYSE Euronext Financial
Statistics NYSE Euronext foreign exchange rate
Average €/US$ exchange rate $1.298 $1.252 $1.348 $1.286
1.392 Average £/US$ exchange rate $1.606 $1.581 $1.573 $1.585 1.604
1 Figures for NYSE listed issuers include listed
operating companies, special-purpose acquisition companies and
closed-end funds listed on the NYSE and NYSE MKT and do not include
NYSE Arca or structured products listed on the NYSE. There were
1,370 ETPs exclusively listed on NYSE Arca as of December 31, 2012.
There were 402 corporate structured products listed on the NYSE as
of December 31, 2012.
Figures for new issuer listings include
NYSE new listings (including new operating companies,
special-purpose acquisition companies and closed-end funds listing
on NYSE) and new ETP listings on NYSE Arca (NYSE MKT is excluded).
Figures for Euronext present the operating companies were listed on
Euronext and do not include NYSE Alternext, Free Market, closed-end
funds, ETFs and structured product (warrants and certificates). As
of December 31, 2012, 180 companies were listed on NYSE Alternext,
262 on Free Market and 676 ETPs 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 closed-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 MKT listed securities, and
"Tape C" represents Nasdaq listed securities. Per Regulation NMS,
as of April 1, 2007, share of revenues is derived through a formula
based on 25% share of trading, 25% share of value traded, and 50%
share of quoting, as reported to the consolidated tape. Prior to
April 1, 2007, share of revenues for Tape A and B was derived based
on number 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 Headcount for full year 2012
includes 99 employees in connection with the recent acquisition of
Corpedia. Source: NYSE Euronext, Options Clearing Corporation and
Consolidated Tape as reported for equity securities.
nyx.com
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