Edgar Filing: NYSE Euronext

e10vq

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2011


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO .

COMMISSION FILE NUMBER 001-33392

NYSE Euronext

(Exact name of registrant as specified in its charter)


DELAWARE		20-5110848
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

11 Wall Street
New York, New York 10005
(Address of principal executive offices) (Zip Code)

(212) 656-3000
Registrant’s Telephone Number, Including Area Code

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

As of August 4, 2011, the registrant had approximately 262 million shares of common stock, $0.01 par value per share, outstanding.

CERTAIN TERMS

In this Quarterly Report on Form 10-Q, “NYSE Euronext,” “we,” “us,” and “our” refer to NYSE Euronext, a Delaware corporation, and its subsidiaries, except where the context requires otherwise.

“Archipelago^®,” “Archipelago Exchange^®,” “Euronext^® ,” “NYSE ^® ,” “NYSE Blue^TM,” “NYSE Liffe ^® ,” “Pacific Exchange ^® “ and “SFTI^® ,” among others, are trademarks or service marks of NYSE Euronext or its licensees or licensors with all rights reserved.

All other trademarks and service marks used herein are the property of their respective owners.

Unless otherwise specified or the context otherwise requires:

	•		“NYSE” refers to (1) prior to the completion of the merger between the New York Stock Exchange, Inc. and Archipelago Holdings, Inc. (“Archipelago”), which occurred on March 7, 2006, New York Stock Exchange, Inc., a New York Type A not-for-profit corporation, and (2) after completion of the merger, New York Stock Exchange LLC, a New York limited liability company, and, where the context requires, its subsidiaries, NYSE Market, Inc., a Delaware corporation, and NYSE Regulation, Inc., a New York not-for-profit corporation. New York Stock Exchange LLC is registered with the U.S. Securities and Exchange Commission (the “SEC”) under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) as a national securities exchange.

	•		“NYSE Arca” refers collectively to NYSE Arca, L.L.C., a Delaware limited liability company (formerly known as Archipelago Exchange, L.L.C.), NYSE Arca, Inc., a Delaware corporation (formerly known as the Pacific Exchange, Inc.), and NYSE Arca Equities, Inc., a Delaware corporation (formerly known as PCX Equities, Inc.). NYSE Arca, Inc. is registered with the SEC under the Exchange Act as a national securities exchange.

	•		“NYSE Amex” refers to NYSE Amex LLC, a Delaware limited liability company (formerly known as the American Stock Exchange LLC). NYSE Amex LLC is registered with the SEC under the Exchange Act as a national securities exchange.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” and the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business and industry. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the risks and uncertainties described under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K filed for the year ended December 31, 2010, and any additional risks and uncertainties described in our subsequent Quarterly Reports on Form 10-Q.

These risks and uncertainties are not exhaustive. Other sections of this report describe additional factors that could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor can we assess the impact that these factors will have on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. We are under no duty to update any of these forward-looking statements after the date of this report to conform our prior statements to actual results or revised expectations and we do not intend to do so.

Forward-looking statements include, but are not limited to, statements about:

	•		possible or assumed future results of operations and operating cash flows;

	•		strategies and investment policies;

	•		financing plans and the availability of capital;

	•		our competitive position and environment;

	•		potential growth opportunities available to us;

	•		the risks associated with potential acquisitions, alliances or combinations, including the proposed Deutsche Börse AG transaction described elsewhere in this Quarterly Report;

	•		the recruitment and retention of officers and employees;

	•		expected levels of compensation;

	•		potential operating performance, achievements, productivity improvements, efficiency and cost reduction efforts;

	•		the likelihood of success and impact of litigation;

	•		protection or enforcement of intellectual property rights;

	•		expectations with respect to financial markets, industry trends and general economic conditions;

	•		our ability to keep up with rapid technological change;

	•		the timing and results of our technology initiatives;

	•		the effects of competition; and

	•		the impact of future legislation and regulatory changes.

We caution you not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We expressly qualify in their entirety all forward-looking statements attributable to us or any person acting on our behalf by the cautionary statements referred to above.

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

NYSE EURONEXT
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In millions, except per share data)

(Unaudited)


	June 30,			December 31,
	2011			2010
Assets
Current assets:
Cash and cash equivalents	$	344		$	327
Financial investments		41			52
Accounts receivable, net		532			526
Deferred income taxes		74			120
Other current assets		212			149

Total current assets		1,203			1,174
Property and equipment, net		998			1,021
Goodwill		4,232			4,050
Other intangible assets, net		6,139			5,837
Deferred income taxes		582			633
Other assets		662			663

Total assets	$	13,816		$	13,378


Liabilities and equity
Current liabilities:
Accounts payable and accrued expenses	$	609		$	772
Related party payable		40			40
Section 31 fees payable		172			98
Deferred revenue		346			176
Short term debt		—			366
Deferred income taxes		24			2

Total current liabilities		1,191			1,454
Long term debt		2,189			2,074
Deferred income taxes		2,033			2,007
Accrued employee benefits		453			499
Deferred revenue		387			366
Related party payable		36			75
Other liabilities		27			59

Total liabilities		6,316			6,534

Commitments and contingencies
Redeemable noncontrolling interest		272			—

Equity
NYSE Euronext stockholders’ equity:
Common stock, $0.01 par value, 800 shares authorized; 277 and 276 shares issued; 262 and 261 shares outstanding		3			3
Common stock held in treasury, at cost; 15 shares		(416	)		(416	)
Additional paid-in capital		7,999			8,180
Retained earnings		364			212
Accumulated other comprehensive loss		(792	)		(1,183	)

Total NYSE Euronext stockholders’ equity		7,158			6,796
Noncontrolling interest		70			48

Total equity		7,228			6,844

Total liabilities and equity	$	13,816		$	13,378

The accompanying notes are an integral part of these condensed consolidated financial statements.

NYSE EURONEXT
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)

(Unaudited)


	Three months ended						Six months ended
	June 30,						June 30,
	2011			2010			2011			2010
Revenues
Transaction and clearing fees	$	742		$	927		$	1,557		$	1,689
Market data		92			93			188			184
Listing		112			105			221			210
Technology services		89			75			171			154
Other revenues		57			47			103			93

Total revenues		1,092			1,247			2,240			2,330
Transaction-based expenses:
Section 31 fees		89			99			178			162
Liquidity payments, routing and clearing		342			494			722			869

Total revenues, less transaction-based expenses		661			654			1,340			1,299

Other operating expenses:
Compensation		158			160			319			332
Depreciation and amortization		70			66			140			132
Systems and communications		45			47			97			99
Professional services		73			66			142			124
Selling, general and administrative		73			68			136			147
Merger expenses and exit costs		18			32			39			45

Total other operating expenses		437			439			873			879

Operating income		224			215			467			420
Interest expense		(31	)		(26	)		(61	)		(53	)
Investment income		1			1			2			1
Loss from associates		(2	)		(1	)		(3	)		(3	)
Other income		1			56			1			53

Income before income taxes		193			245			406			418
Income tax provision		(43	)		(66	)		(105	)		(114	)

Net income		150			179			301			304
Net loss attributable to noncontrolling interest		4			5			8			10

Net income attributable to NYSE Euronext	$	154		$	184		$	309		$	314


Basic earnings per share attributable to NYSE Euronext	$	0.59		$	0.70		$	1.18		$	1.20

Diluted earnings per share attributable to NYSE Euronext	$	0.59		$	0.70		$	1.17		$	1.20

The accompanying notes are an integral part of these condensed consolidated financial statements.

NYSE EURONEXT
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)

(Unaudited)


	Six months
	ended June 30,
	2011			2010
Cash flows from operating activities:
Net income	$	301		$	304

Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		143			143
Deferred income taxes		(4	)		16
Deferred revenue amortization		(48	)		(44	)
Stock-based compensation		20			20
Other non-cash items		9			(53	)
Change in operating assets and liabilities:
Accounts receivable, net		56			(98	)
Other assets		(64	)		(53	)
Accounts payable, accrued expenses, and Section 31 fees payable		(38	)		(40	)
Related party payable		(40	)		10
Deferred revenue		203			200
Accrued employee benefits		(48	)		(12	)

Net cash provided by operating activities		490			393
Cash flows from investing activities:
Sales of investments		414			299
Purchases of investments		(402	)		(282	)
Purchases of equity investments and businesses, net of cash acquired		(8	)		—
Sale of equity investments at cost		—			175
Net proceeds from disposition of asset held-for-sale		34			—
Purchases of property and equipment		(67	)		(162	)
Other investing activities		27			—

Net cash (used in) provided by investing activities		(2	)		30
Cash flows from financing activities:
Commercial paper (repayments) borrowings, net		(343	)		(249	)
Dividends to shareholders		(157	)		(156	)
Other		(6	)		(1	)

Net cash used in financing activities		(506	)		(406	)
Effects of exchange rate changes on cash and cash equivalents		35			(71	)

Net increase (decrease) in cash and cash equivalents for the period		17			(54	)
Cash and cash equivalents at beginning of period		327			423


Cash and cash equivalents at end of period	$	344		$	369

Non-cash investing and financing activities:
Acquisition of APX	$	40		$	—
Issuance of shares in connection with the sale of the American Stock Exchange building	$	12		$	—

The accompanying notes are an integral part of these condensed consolidated financial statements.

NYSE EURONEXT
Notes to Condensed Consolidated Financial Statements

Note 1—Organization and Basis of Presentation

Organization

NYSE Euronext is a holding company that, through its subsidiaries, operates the following securities exchanges: the New York Stock Exchange (“NYSE”), NYSE Arca, Inc. (“NYSE Arca”) and NYSE Amex LLC (“NYSE Amex”) in the United States and the five European-based exchanges that comprise Euronext N.V. (“Euronext”)—the Paris, Amsterdam, Brussels and Lisbon stock exchanges, as well as the derivatives markets in London, Paris, Amsterdam, Brussels and Lisbon (collectively, “NYSE Liffe”) and the United States futures market, NYSE Liffe US LLC (“NYSE Liffe US”). NYSE Euronext is a global provider of securities listing, trading, market data products, and software and technology services. NYSE Euronext was formed in connection with the April 4, 2007 combination of NYSE Group (which was formed in connection with the March 7, 2006 merger of the NYSE and Archipelago) and Euronext. NYSE Euronext common stock is dually listed on the NYSE and Euronext Paris under the symbol “NYX.”

Basis of Presentation

The accompanying condensed unaudited consolidated financial statements include the accounts of NYSE Euronext and its subsidiaries.

The accompanying condensed unaudited consolidated financial statements are prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) and reflect all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary for a fair statement of the results for the period. All material intercompany accounts and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally required in financial statements under U.S. GAAP have been condensed or omitted; however, management believes that the disclosures are adequate to make the information presented not misleading.

The preparation of these condensed unaudited consolidated financial statements, in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could be materially different from these estimates. Certain prior period amounts have been reclassified to conform to the current period’s presentation.

The condensed consolidated financial statements are unaudited and should be read in conjunction with the audited financial statements of NYSE Euronext as of and for the year ended December 31, 2010. Operating results for the three and six months ended June 30, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011.

Note 2—Strategic Investments and Divestitures

Proposed Business Combination

On February 15, 2011, we announced that we entered into a business combination agreement with Deutsche Börse AG (“Deutsche Börse”). Under the agreement, the companies will combine (the “Combined Company”) to create the world’s premier global exchange group. Each of the group’s national exchanges will keep its name in its local market and all exchanges will continue to operate under local regulatory frameworks and supervision. Following full completion of the contemplated transactions, the former Deutsche Börse shareholders would own approximately 60% of the Combined Company and the former NYSE Euronext shareholders would own approximately 40% of the Combined Company on a fully diluted basis and assuming that all Deutsche Börse shares are tendered in the contemplated exchange offer. The transaction is subject to approval by the relevant competition and financial, securities and other regulatory authorities in the United States and Europe, and other customary closing conditions, and we can provide no assurance that such approvals and conditions will be obtained or satisfied.

On July 7, 2011, NYSE Euronext shareholders approved the adoption of the business combination agreement with Deutsche Börse and related proposals, and on August 2, 2011, Deutsche Börse successfully completed its tender offer, surpassing the requisite 75% needed to approve the proposed combination. Subject to satisfaction of the previously mentioned approvals and conditions, the transaction is expected to close at the end of 2011.

NYSE Amex Options

On June 29, 2011, NYSE Euronext completed the sale of a significant equity interest in NYSE Amex Options, one of our two U.S. options exchanges, to seven external investors, Bank of America Merrill Lynch, Barclays Capital, Citadel Securities, Citi, Goldman Sachs, TD AMERITRADE and UBS. NYSE Euronext remains the largest shareholder in the entity and manages the day-to-day operations of NYSE Amex Options, which operates under the supervision of a separate board of directors and a dedicated chief executive officer. NYSE Euronext consolidates this entity for financial reporting purposes.

As part of the agreement, the external investors have received an equity instrument which is tied to their individual contribution to the options exchange’s success. Under the terms of the agreement, the external investors have the option to require NYSE Euronext to repurchase a portion of the instruments on an annual basis over the course of five years starting in 2011. The amount NYSE Euronext is required to purchase under this arrangement is capped each year at between 5% and 15% of the total outstanding shares of NYSE Amex Options. NYSE Euronext recognized the full redemption value, i.e. fair value, of this instrument as mezzanine equity and classified the related balance as “Redeemable noncontrolling interest” in the condensed consolidated statement of financial condition as of June 30, 2011.

NYSE Blue^TM

On February 18, 2011, the formation of the NYSE Blue joint venture was consummated. NYSE Blue is a new global company that is majority owned by NYSE Euronext. NYSE Blue consists of the businesses of APX (headquartered in the New York City region) and BlueNext (headquartered in Paris). In its environmental unit, NYSE Blue provides infrastructure and services to environmental sponsors and market participants, through its environmental management account for asset and risk management as well as its registry services for renewable energy in the United States and voluntary carbon credits worldwide. Additionally, NYSE Blue operates, through BlueNext, a leading spot exchange for the European Emissions Trading System, a multi-country, multi-sector greenhouse gas emission trading scheme. In its power unit, NYSE Blue is a leading provider of hosted power scheduling and settlement services for wholesale power market participants. NYSE Euronext consolidates the results of operations and financial condition of NYSE Blue.

New York Portfolio Clearing (“NYPC”)

NYPC, NYSE Euronext’s joint venture with The Depository Trust & Clearing Corporation (“DTCC”), became operational in the first quarter of 2011. NYPC will initially clear fixed income derivatives traded on NYSE Liffe US and will have the ability to provide clearing services for other exchanges and Derivatives Clearing Organizations in the future. NYPC uses NYSE Euronext’s clearing technology, TRS/CPS, to process and manage cleared positions and post-trade position transfers. DTCC’s Fixed Income Clearing Corporation provides capabilities in risk management, settlement, banking and reference data systems. As of June 30, 2011, NYSE Euronext had a minority ownership interest in, and board representation on, DTCC. NYSE Euronext has agreed to make a $50 million financial guarantee as an additional contribution to the NYPC default fund, of which $25 million had been contributed as of June 30, 2011 and is held in escrow by NYPC. NYSE Euronext’s investment in NYPC is treated as an equity method investment.

Sale of American Stock Exchange building (“Amex building”)

In the first quarter of 2011, the Amex building was sold and, in accordance with the Amex acquisition agreement, approximately 340,000 NYSE Euronext shares of common stock were issued to former Amex members in June 2011.

Note 3—Restructuring

Severance Costs

As a result of streamlining certain business processes, NYSE Euronext has launched various voluntary and involuntary severance plans in the U.S. and Europe. The following is a summary of the severance charges recognized in connection with these plans, utilization of the accrual through June 30, 2011, and the remaining accrual as of June 30, 2011 (in millions):


							Information Services
				Cash Trading			and Technology			Corporate/
	Derivatives			and Listings			Solutions			Eliminations			Total
Balance as of December 31, 2010	$	1		$	30		$	5		$	2		$	38
Employee severance and related benefits		—			2			1			—			3
Severance and benefit payments		(1	)		(17	)		(3	)		(1	)		(22	)
Currency translation and other		—			1			—			—			1

Balance as of June 30, 2011	$	—		$	16		$	3		$	1		$	20

The severance charges are included in merger expenses and exit costs in the condensed consolidated statements of operations. Based on current severance dates and the accrued severance at June 30, 2011, NYSE Euronext expects to pay these amounts throughout 2011 and into 2012.

Note 4—Segment Reporting

NYSE Euronext operates under three reportable segments: Derivatives, Cash Trading and Listings, and Information Services and Technology Solutions. We evaluate the performance of our operating segments based on revenue and operating income. We have aggregated all of our corporate costs, including the costs to operate as a public company, within “Corporate/ Eliminations.”

The following is a description of our reportable segments:

Derivatives consist of the following in NYSE Euronext’s global businesses:

•		providing access to trade execution in derivatives products, options and futures;

•		providing certain clearing services for derivatives products; and

•		selling and distributing market data and related information.

Cash Trading and Listings consist of the following in NYSE Euronext’s global businesses:

•		providing access to trade execution in cash trading and settlement of transactions in certain European markets;

•		obtaining new listings and servicing existing listings;

•		selling and distributing market data and related information; and

•		providing regulatory services.

Information Services and Technology Solutions consist of the following in NYSE Euronext’s global businesses:

•		operating sellside and buyside connectivity networks for our markets and for other major market centers and market participants in the United States, Europe and Asia;

•		providing trading and information technology software and solutions;

•		selling and distributing market data and related information to data subscribers for proprietary data products; and

•		providing multi-asset managed services and expert consultancy to exchanges and liquidity centers.

Summarized financial data of our reportable segments is as follows (in millions):


			Cash Trading		Information Services and		Corporate/
Three months ended June 30,	Derivatives		and Listings		Technology Solutions		Eliminations			Total
2011
Revenues	$	276	$	695	$	122	$	(1	)	$	1,092
Operating income (loss)		111		126		35		(48	)		224
2010
Revenues	$	305	$	835	$	107	$	—		$	1,247
Operating income (loss)		135		107		12		(39	)		215


			Cash Trading		Information Services and		Corporate/
Six months ended June 30,	Derivatives		and Listings		Technology Solutions		Eliminations			Total
2011
Revenues	$	583	$	1,421	$	238	$	(2	)	$	2,240
Operating income (loss)		256		248		62		(99	)		467
2010
Revenues	$	603	$	1,511	$	217	$	(1	)	$	2,330
Operating income (loss)		262		206		27		(75	)		420

Note 5—Earnings and Dividend Per Share

The following is a reconciliation of the basic and diluted earnings per share computations (in millions, except per share data):


	Three months ended June 30,				Six months ended June 30,
	2011		2010		2011		2010
Net income	$	150	$	179	$	301	$	304
Net loss attributable to noncontrolling interest		4		5		8		10


Net income attributable to NYSE Euronext	$	154	$	184	$	309	$	314


Shares of common stock and common stock equivalents: Weighted average shares used in basic computation		262		261		262		261
Dilutive effect of: Employee stock options and restricted stock units		1		—		1		—


Weighted average shares used in diluted computation		263		261		263		261


Basic earnings per share attributable to NYSE Euronext	$	0.59	$	0.70	$	1.18	$	1.20

Diluted earnings per share attributable to NYSE Euronext	$	0.59	$	0.70	$	1.17	$	1.20

Dividends per common share	$	0.30	$	0.30	$	0.60	$	0.60

As of June 30, 2011 and 2010, 4.1 million and 3.8 million restricted stock units, respectively, and options to purchase 0.3 million and 0.5 million shares of common stock, respectively, were outstanding. For the three and six months ended June 30, 2011, all outstanding restricted stock units and options are included in the diluted earnings per share computation. For the three and six months ended June 30, 2010, zero and 1.4 million awards, respectively, were excluded from the diluted earnings per share computation because their effect would have been anti-dilutive.

Note 6—Pension and Other Benefit Programs

The components of net periodic (benefit) expense are set forth below (in millions):


											Postretirement
	Pension Plans						SERP Plans				Benefit Plans
Three months ended June 30,	2011			2010			2011		2010		2011		2010
Service cost	$	1		$	1		$	—	$	—	$	—	$	—
Interest cost		12			12			1		1		2		3
Expected return on assets		(14	)		(14	)		—		—		—		—
Actuarial loss		3			2			1		—		—		—
Curtailment loss		—			—			—		—		1		1

Net periodic cost	$	2		$	1		$	2	$	1	$	3	$	4


											Postretirement
	Pension Plans						SERP Plans				Benefit Plans
Six months ended June 30,	2011			2010			2011		2010		2011		2010
Service cost	$	2		$	2		$	—	$	—	$	—	$	—
Interest cost		24			24			2		2		4		6
Expected return on assets		(28	)		(28	)		—		—		—		—
Actuarial loss		7			4			1		—		—		—
Curtailment loss		—			—			—		—		2		2

Net periodic cost	$	5		$	2		$	3	$	2	$	6	$	8

During the three and six months ended June 30, 2011, NYSE Euronext contributed $1 million and $39 million, respectively, to its pension plans. Based on current actuarial assumptions, NYSE Euronext anticipates funding an additional $3 million to its pension plans for the remainder of fiscal 2011.

Note 7—Goodwill and Other Intangible Assets

The change in the net carrying amount of goodwill (in millions):


			Cash Trading			Information Services and
	Derivatives		and Listings			Technology Solutions		Total
Balance as of December 31, 2010	$	2,252	$	1,439		$	359	$	4,050
Acquisitions		—		19			—		19
Purchase accounting adjustments		—		(9	)		—		(9	)
Currency translation and other		86		75			11		172

Balance as of June 30, 2011	$	2,338	$	1,524		$	370	$	4,232

The following table presents the details of the intangible assets (in millions):


	Assigned		Accumulated
Balance as of June 30, 2011	value		amortization		Useful Life (in years)
National securities exchange registrations	$	5,282	$	—	Indefinite
Customer relationships		903		200		7 to 20
Trade names and other		200		46		2 to 20

Other intangible assets	$	6,385	$	246


	Assigned		Accumulated
Balance as of December 31, 2010	value		amortization		Useful Life (in years)
National securities exchange registrations	$	5,003	$	—	Indefinite
Customer relationships		852		166		7 to 20
Trade names and other		187		39		2 to 20

Other intangible assets	$	6,042	$	205

For the three and six months ended June 30, 2011, amortization expense for the intangible assets was approximately $16 million and $31 million, respectively. For the three and six months ended June 30, 2010, amortization expense for the intangible assets was approximately $14 million and $29 million, respectively.

The estimated future amortization expense of acquired purchased intangible assets as of June 30, 2011 was as follows (in millions):


Year ending December 31,
Remainder of 2011 (from July 1st through December 31st)	$	27
2012		58
2013		58
2014		58
2015		58
Thereafter		598

Total	$	857

Note 8—Fair Value of Financial Instruments

NYSE Euronext accounts for certain financial instruments at fair value in accordance with the Fair Value Measurements and Disclosures Topic of the FASB Accounting Standards Codification. The Fair Value Measurements and Disclosures Topic defines fair value, establishes a fair value hierarchy on the quality of inputs used to measure fair value, and enhances disclosure requirements for fair value measurements. The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of financial instruments is determined using various techniques that involve some level of estimation and judgment, the degree of which is dependent on the price transparency and the complexity of the instruments.

In accordance with the Fair Value Measurements and Disclosures Topic, NYSE Euronext has categorized its financial instruments measured at fair value into the following three-level fair value hierarchy based upon the level of judgment associated with the inputs used to measure the fair value:

•

Level 1: Inputs are unadjusted quoted prices for identical assets or liabilities in an active market that NYSE Euronext has the ability to access. Generally, equity and other securities listed in active markets and investments in publicly traded mutual funds with quoted market prices are reported in this category.

	•		Level 2: Inputs are either directly or indirectly observable for substantially the full term of the assets or liabilities. Generally, municipal bonds, certificates of deposits, corporate bonds, mortgage securities, asset backed securities and certain derivatives are reported in this category. The valuation of these instruments is based on quoted prices or broker quotes for similar instruments in active markets.

	•		Level 3: Some inputs are both unobservable and significant to the overall fair value measurement and reflect management’s best estimate of what market participants would use in pricing the asset or liability. Generally, assets and liabilities carried at fair value and included in this category are certain structured investments, derivatives, commitments and guarantees that are neither eligible for Level 1 nor Level 2 due to the valuation techniques used to measure their fair value. The inputs used to value these instruments are both observable and unobservable and may include NYSE Euronext’s own projections.

If the inputs used to measure the financial instruments fall within different levels of the fair value hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. A review of the fair value hierarchy classifications is conducted on a quarterly basis. Changes in the valuation inputs may result in a reclassification for certain financial assets or liabilities.

The following table presents NYSE Euronext’s fair value hierarchy of those assets and liabilities measured at fair value on a recurring basis as of June 30, 2011 and December 31, 2010 (in millions):


	As of June 30, 2011
	Level 1		Level 2		Level 3		Total
Assets
Mutual Funds (SERP/SESP)⁽¹⁾	$	33	$	—	$	—	$	33
Corporate Bonds		—		1		—		1
Auction Rate Securities		—		—		5		5
Foreign exchange derivative contracts		—		2		—		2

Total Financial investments	$	33	$	3	$	5	$	41

Liabilities
Foreign exchange derivative contracts	$	—	$	—	$	—	$	—


	As of December 31, 2010
	Level 1		Level 2		Level 3		Total
Assets
Mutual Funds (SERP/SESP)⁽¹⁾	$	37	$	—	$	—	$	37
Corporate Bonds		—		1		—		1
Auction Rate Securities		—		—		7		7
Equity Securities		1		—		—		1
Foreign exchange derivative contracts		—		6		—		6

Total Financial investments	$	38	$	7	$	7	$	52

Liabilities
Foreign exchange derivative contracts	$	—	$	—	$	—	$	—


(1)		Equity and fixed income mutual funds held for the purpose of providing future payments to the Supplemental Executive Retirement Plan (SERP) and Supplemental Executive Savings Plan (SESP).

The fair value of our long-term debt instruments was approximately $2.3 billion as of June 30, 2011. The carrying value of all other financial assets and liabilities approximates fair value. As of June 30, 2011 and December 31, 2010, NYSE Euronext had $5 million and $7 million, respectively, of Level 3 securities consisting of auction rate securities purchased by NYSE Amex prior to its acquisition by NYSE Euronext on October 1, 2008. Since February 2008, these auction rate securities have failed at auction and are currently not valued at par. The decrease in the amount of auction rate securities from $7 million at December 31, 2010 to $5 million at June 30, 2011 is attributable to the disposal of $2 million of these securities. As of June 30, 2011, the weighted average price of these auction rate securities was 92 cents to a dollar and NYSE Euronext had recorded in other comprehensive income a $0.2 million unrealized gain on these securities.

Note 9—Derivatives and Hedges

NYSE Euronext may use derivative instruments to hedge financial risks related to its financial position or risks that are otherwise incurred in the normal course of its operations. NYSE Euronext does not use derivative instruments for speculative purposes and enters into derivative instruments only with counterparties that meet high creditworthiness and rating standards. NYSE Euronext adopted the Subtopic 65 in the Derivatives and Hedging Topic of the FASB Accounting Standards Codification on January 1, 2009.

NYSE Euronext records all derivative instruments at fair value on the condensed consolidated statement of financial condition. Certain derivative instruments are designated as hedging instruments under fair value hedging relationships, cash flow hedging relationships or net investment hedging relationships. Other derivative instruments remain undesignated. The details of each designated hedging relationship are formally documented at the inception of the relationship, including the risk management objective, hedging strategy, hedged item, specific risks being hedged, derivative instrument, how effectiveness is being assessed and how ineffectiveness, if any, will be measured. The hedging instrument must be highly effective in offsetting the changes in cash flows or fair value of the hedged item and the effectiveness is evaluated quarterly on a retrospective and prospective basis.

The following presents the aggregated notional amount and the fair value of NYSE Euronext’s derivative instruments reported on the condensed consolidated statement of financial condition (in millions):


			Fair Value of Derivative
	Notional		Instruments
June 30, 2011	Amount		Asset⁽¹⁾		Liability
Derivatives not designated as hedging instruments
Foreign exchange contracts	$	311	$	2	$	—
Derivatives designated as hedging instruments
Foreign exchange contracts		—		—		—


Total derivatives	$	311	$	2	$	—


(1)		Included in “Financial investments” in the condensed consolidated statements of financial condition.

The effective portion and the ineffective portion of the pre-tax gains and losses on derivative instruments designated as hedged items under net investment hedging relationship for the three and six months ended June 30, 2011 were insignificant.

Pre-tax gains and losses on derivative instruments not designated in hedging relationships for the three and six months ended June 30, 2011 were as follows (in millions):


	Gain/ (loss) recognized in income
	Three months ended		Six months ended
Derivatives not designated as hedging instrument	June 30, 2011
Foreign exchange contracts	$	16	$	15

For the six months ended June 30, 2011, NYSE Euronext had euro/U.S. dollar and sterling/U.S. dollar foreign exchange contracts in place with tenors less than 3 months in order to hedge various financial positions. These contracts were not designated as hedging instruments under the Derivatives and Hedging Topic. As of June 30, 2011, NYSE Euronext had a £72 million ($115 million) sterling/U.S. dollar foreign exchange swap outstanding with a positive fair value of $0 million and a €136 million ($196 million) euro/U.S. dollar contract outstanding with a positive fair value of $2 million. These instruments matured in July 2011. For the three and six months ended June 30, 2011, the cumulative net loss recognized under foreign exchange contracts in “Other income” in the condensed consolidated statement of operations was insignificant.

Pre-tax net losses on non-derivative net investment hedging relationships recognized in “Other comprehensive income” for the three and six months ended June 30, 2011 were $32 million and $134 million, respectively.

For the six months ended June 30, 2011, NYSE Euronext had no derivative instruments in fair value hedging relationships and cash flow hedging relationships.

Note 10—Commitments and Contingencies

For the six months ended June 30, 2011, the following supplements and amends our discussion set forth in Note 17 (“Commitments and Contingencies — Legal Matters”) to Item 8 of the Form 10-K filed by NYSE Euronext for the year ended December 31, 2010, and Note 10 (“Commitments and Contingencies”) of the Form 10-Q filed by NYSE Euronext for the three months ended March 31, 2011, and no other matters were reportable during the period.

Costs Associated with the Proposed Business Combination

NYSE Euronext estimates that it will incur approximately $100 million of legal, banking and other professional fees and costs related to the proposed combination with Deutsche Börse, of which approximately $60 million will be contingent upon approval and consummation of the combination and approximately $40 million of which will be payable regardless of whether the combination is completed.

Through June 30, 2011, NYSE Euronext incurred approximately $27 million of fees and other costs directly attributable to the proposed business combination. Such costs are included in “Merger expenses and exit costs” in the condensed consolidated statement of operations for the six months ended June 30, 2011.

Shareholder Litigation

On June 16, 2011, the plaintiffs, the NYSE Euronext defendants, Deutsche Börse and Alpha Beta Netherlands Holding N.V., a public limited liability company incorporated under the laws of the Netherlands (“Holdco”), entered into a memorandum of understanding setting forth their agreement in principal regarding a proposed settlement of all claims asserted in the actions. As part of the settlement, among other things, the NYSE Euronext defendants acknowledged that the pendency and prosecution of the actions were a factor in the NYSE Euronext board of directors’ decision to support management’s recommendation that Holdco declare a special dividend and consequently provide appraisal rights, and the defendants agreed to pay plaintiffs’ attorneys fees in an amount not yet determined. The parties agreed to seek to remove or withdraw any pending requests for interim relief, specifically including the plaintiffs’ motion for a preliminary injunction filed on May 26, 2011 in the

Delaware action. The settlement is contingent upon, among other things, the execution of a formal stipulation of settlement, Delaware court approval following notice to the class, final dismissal of the actions with prejudice, and the completion of the business combination.

BlueNext Tax Matter

In June 2011, BlueNext S.A. (“BlueNext”), a joint venture that NYSE Euronext indirectly holds with CDC Climat, a subsidiary of Caisse des Dépôts, received notice from the French Tax Authorities of a tax reassessment arising from a tax audit for the period from January 2006 through May 2009. The asserted liability, including penalties, is €355 million. This reassessment involves claimed negligence of BlueNext relating to value-added tax frauds allegedly committed prior to May 2009 by certain third-party participants in the carbon credit market operated by BlueNext. BlueNext originally discovered these alleged frauds (in which BlueNext has not been implicated) and reported them to the French Authorities in 2008. BlueNext has been cooperating with these authorities. BlueNext intends to vigorously defend itself against this reassessment.

NYSE Euronext does not believe that an estimate of a reasonably possible range of loss can currently be made in connection with the BlueNext matter. NYSE Euronext’s consideration of its estimate involves significant judgment, given the preliminary stage of this and related matters and the inherent uncertainty of the various potential outcomes. Accordingly, NYSE Euronext’s evaluation may change over time.

In addition to the matters described above and in the prior disclosures incorporated herein by reference, NYSE Euronext is from time to time involved in various legal proceedings that arise in the ordinary course of its business. NYSE Euronext records accrued liabilities for litigation and regulatory matters when those matters represent loss contingencies that are both probable and estimable. In such cases, there may be an exposure to loss in excess of any amounts accrued. When a loss contingency is not both probable and estimable, NYSE Euronext does not establish an accrued liability. As a litigation or regulatory matter develops, NYSE Euronext evaluates on an ongoing basis whether such matter presents a loss contingency that is probable and estimable. NYSE Euronext does not believe, based on currently available information, that the results of any of these various proceedings will have a material adverse effect on its financial statements as a whole.

Note 11—Income Taxes

For the three and six months ended June 30, 2011, our effective tax rate was 22.1% and 25.8%, respectively. NYSE Euronext’s effective tax rate was lower than the statutory rate primarily due to a discrete deferred tax benefit of $8 million related to an enacted State tax law change in the U.S. and higher earnings generated from foreign operations, where the applicable foreign jurisdiction tax rate is lower than the statutory rate. The applicable tax rate was 27.5% for both the three and six months ended June 30, 2010.

Note 12—Related Party Transactions

LCH.Clearnet

NYSE Liffe’s London Market (for the purposes of this section, “NYSE Liffe”) launched NYSE Liffe Clearing in July 2009. This involves an arrangement with LCH.Clearnet Ltd (“LCH.Clearnet”), whereby NYSE Liffe assumes full responsibility for clearing activities for the U.K. derivatives market. To achieve this, NYSE Liffe became a self-clearing Recognised Investment Exchange and outsourced the existing clearing guarantee arrangements and related risk functions to LCH.Clearnet.

However, on June 16, 2011, NYSE Euronext announced that LCH.Clearnet has agreed to extend the arrangements under which LCH.Clearnet provides clearing services to the European securities and continental derivatives markets of NYSE Euronext. Termination of these arrangements was scheduled to occur in November 2011, following the notice given by NYSE Euronext in May 2010. The agreed extension means that the current clearing arrangements will continue to June 2013 for derivatives and December 2013 for cash.

As of June 30, 2011, NYSE Euronext had a 9.1% stake in LCH.Clearnet Group Limited’s outstanding share capital and the right to appoint one director to its board of directors.

Qatar

On June 19, 2009, NYSE Euronext agreed to contribute $200 million in cash to acquire a 20% ownership interest in the Qatar Exchange, $40 million of which was paid upon closing on June 19, 2009, with the remaining $160 million to be paid annually in four equal installments. NYSE Euronext’s investment in the Qatar Exchange is treated as an equity method investment. The $76 million present value of this liability is included in “Related party payable” in the condensed consolidated statements of financial condition as of June 30, 2011.

New York Portfolio Clearing (“NYPC”)

The following presents revenues derived and expenses incurred from these related parties (in millions):


	Three months ended June 30,						Six months ended June 30,
Income (expenses)	2011			2010			2011			2010
LCH.Clearnet	$	(12	)	$	(11	)	$	(23	)	$	(21	)
Qatar		2			6			4			13
NYPC		1			—			1			—

Note 13—Other Comprehensive Income

The following outlines the components of other comprehensive income (in millions):


	Three months ended June 30,
	2011							2010
	NYSE		Noncontrolling					NYSE			Noncontrolling
Income/(expenses)	Euronext		interest			Total		Euronext			interest			Total
Net income	$	154	$	(4	)	$	150	$	184		$	(5	)	$	179
Change in market value adjustments of available-for-sale securities		2		—			2		(4	)		—			(4	)
Employee benefit plan adjustments		—		—			—		—			—			—
Foreign currency translation adjustments		78		—			78		(348	)		(2	)		(350	)


Total comprehensive income (loss)	$	234	$	(4	)	$	230	$	(168	)	$	(7	)	$	(175	)


	Six months ended June 30,
	2011							2010
	NYSE		Noncontrolling					NYSE			Noncontrolling
Income/(expenses)	Euronext		Interest			Total		Euronext			interest			Total
Net income	$	309	$	(8	)	$	301	$	314		$	(10	)	$	304
Change in market value adjustments of available-for-sale securities		4		—			4		(2	)		—			(2	)
Employee benefit plan adjustments		—		—			—		—			—			—
Foreign currency translation adjustments		385		2			387		(763	)		(4	)		(767	)


Total comprehensive income (loss)	$	698	$	(6	)	$	692	$	(451	)	$	(14	)	$	(465	)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion together with the condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements. Actual results may differ from such forward-looking statements. See “Forward-Looking Statements” herein and the information under Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2010 and under Part II, Item IA of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, “Risk Factors”. Certain prior period amounts presented in the discussion and analysis have been reclassified to conform to the current presentation.

Overview

NYSE Euronext was formed from the combination of the businesses of NYSE Group and Euronext, which was consummated on April 4, 2007. Prior to that date, NYSE Euronext had no significant assets and did not conduct any material activities other than those incidental to its formation. Following consummation of the combination, NYSE Euronext became the parent company of NYSE Group and Euronext and each of their respective subsidiaries. Under the purchase method of accounting, NYSE Group was treated as the accounting and legal acquiror in the combination with Euronext. On October 1, 2008, NYSE Euronext completed its acquisition of The Amex Membership Corporation, including its subsidiary, the American Stock Exchange, which is now known as NYSE Amex.

We operate under three reportable segments: Derivatives, Cash Trading and Listings, and Information Services and Technology Solutions. We evaluate the performance of our operating segments based on revenue and operating income. We have aggregated all of our corporate costs, including the costs to operate as a public company, within “Corporate/ Eliminations.”

The following is a description of our reportable segments:

Derivatives consist of the following in NYSE Euronext’s global businesses:

•		providing access to trade execution in derivatives products, options and futures;

•		providing certain clearing services for derivatives products; and

•		selling and distributing market data and related information.

Cash Trading and Listings consist of the following in NYSE Euronext’s global businesses:

•		providing access to trade execution in cash trading and settlement of transactions in certain European markets;

•		obtaining new listings and servicing existing listings;

•		selling and distributing market data and related information; and

•		providing regulatory services.

Information Services and Technology Solutions consist of the following in NYSE Euronext’s global businesses:

•		operating sellside and buyside connectivity networks for our markets and for other major market centers and market participants in the United States, Europe and Asia;

•		providing trading and information technology software and solutions;

•		selling and distributing market data and related information to data subscribers for proprietary data products; and

•		providing multi-asset managed services and expert consultancy to exchanges and liquidity centers.

For a discussion of these segments, see Note 4 to the condensed consolidated financial statements.

Proposed Business Combination

surpassing the requisite 75% needed to approve the proposed combination. Subject to satisfaction of the previously mentioned approvals and conditions, the transaction is expected to close at the end of 2011.

The foregoing summary of the business combination agreement and the Proposed Business Combination does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the business combination agreement, which was filed with our Current Report on Form 8-K filed with the SEC on February 16, 2011, as amended, and incorporated herein by reference.

As previously disclosed, on April 1, 2011, we announced that we received an unsolicited proposal from Nasdaq OMX Group, Inc. (“Nasdaq OMX”) and IntercontinentalExchange Inc. (“ICE”) to acquire all outstanding shares of NYSE Euronext. On May 16, 2011, we acknowledged that Nasdaq OMX and ICE withdrew their proposal.

Factors Affecting Our Results

The business environment in which NYSE Euronext operates directly affects its results of operations. Its results have been and will continue to be affected by many factors, including the level of trading activity in its markets, which during any period is significantly influenced by general market conditions, competition, market share and the pace of industry consolidation, broad trends in the brokerage and finance industry, price levels and price volatility, the number and financial health of companies listed on the NYSE Euronext’s cash markets, changing technology in the financial services industry, and legislative as well as regulatory changes and requirements, including competition law, among other factors. In particular, in recent years, the business environment has been characterized by increasing competition among global markets for listing and trading volumes, the globalization of exchanges, customers and competitors, market participants’ demand for speed, capacity and reliability, which requires continuing investment in technology, and increasing competition for market data revenues. For example, the growth of its trading and market data revenues could be adversely impacted if the NYSE Euronext is unsuccessful in attracting additional volumes. Historically NYSE Euronext has seen its market share, trading revenues and share of market data revenues decline through the entrance of new players, increased competition, and more recently an increase in internalization and trading on alternative trading systems. While NYSE Euronext’s market share has been relatively stable in the past year, market share dynamics are constantly changing and no assurance can be provided that further declines will not occur in the future. The maintenance and growth of its revenues could also be impacted if the NYSE Euronext faces increased pressure on pricing.

Lingering uncertainty in the global credit markets continues to impact economies around the world. Equity market indices have experienced volatility and the market may remain volatile throughout 2011. Economic uncertainty in the European Union and United States and the political upheaval in certain North African countries could spread to other countries and may continue to negatively affect global financial markets. While markets may improve, these factors have adversely affected NYSE Euronext’s revenues and operating income and may negatively impact future growth.

As a result of recent events, there has been, and it is likely that there will continue to be, significant change in the U.S. and European regulatory environment in which NYSE Euronext operates. Such regulatory reforms could adversely affect NYSE Euronext’s business or result in increased costs and the expenditure of significant resources.

While NYSE Euronext has not experienced reductions in its borrowing capacity, lenders in general have taken actions that indicate their concerns regarding liquidity in the marketplace. These actions have included reduced advance rates for certain security types, more stringent requirements for collateral eligibility and higher interest rates. Should lenders continue to take additional similar actions, the cost of conducting NYSE Euronext’s business may increase and its ability to implement its business initiatives could be limited. Additionally, a downgrade of U.S. Sovereign debt could result in incrementally higher borrowing costs.

NYSE Euronext expects that all of these factors will continue to impact its businesses. Any potential growth in the global cash markets in the upcoming months will likely be tempered by investor uncertainty resulting from volatility in the cost of energy and commodities, unemployment concerns, contagion concerns in relation to the sovereign debt issues faced by some countries around the world, as well as the general state of the world economy. NYSE Euronext continues to focus on its strategy to broaden and diversify its revenue streams, as well as its company-wide expense reduction initiatives in order to mitigate these uncertainties.

Sources of Revenues

Transaction and Clearing Fees

Our transaction and clearing fees consist of fees collected from our cash trading, derivatives trading and clearing businesses.

	•		Cash trading. Revenues for cash trading consist of transaction charges for executing trades on our cash markets, as well as transaction charges related to orders on our U.S. cash markets which are routed to other market centers for execution. Additionally, our U.S. cash markets pay fees to the SEC pursuant to Section 31 of the Exchange Act. These Section 31 fees are designed to recover the costs to the government of supervision and regulation of securities markets and securities professionals. Activity assessment fees are collected from member organizations executing trades on our U.S. cash markets, and are recognized when these amounts are invoiced. Fees received are included in cash at the time of receipt and, as required by law, the amount due to the SEC is remitted semiannually and recorded as an accrued liability until paid. The activity assessment fees are designed so that they are equal to the Section 31 fees. As a result, activity assessment fees and Section 31 fees do not have an impact on NYSE Euronext’s net income.

	•		Derivatives trading and clearing. Revenues from derivatives trading and clearing consist of per-contract fees for executing trades of derivatives contracts and clearing charges on the London market of NYSE Liffe and NYSE Liffe US and executing options contracts traded on NYSE Liffe’s continental Europe derivatives markets, NYSE Arca and NYSE Amex. In some cases, these fees are subject to caps.

Revenues for per-contract fees are driven by the number of trades executed and fees charged per contract. The principal types of derivative contracts traded and cleared are equity and index products and short-term interest rate products. Trading in equity products is primarily driven by price volatility in equity markets and indices and trading in short-term interest rate products is primarily driven by volatility resulting from uncertainty over the direction of short-term interest rates. The level of trading and clearing activity for all products is also influenced by market conditions and other factors. See “— Factors Affecting Our Results.”

Market Data

We generate revenues from the dissemination of our market data in the U.S. and Europe to a variety of users. In the U.S., we collect market data fees principally for consortium-based data products and, to a lesser extent, for NYSE proprietary data products. Consortium-based data fees are dictated as part of the securities industry plans and charged to vendors based on their redistribution of data. Consortium-based data revenues from the dissemination of market data (net of administrative costs) are distributed to participating markets on the basis of a formula set by the SEC under Regulation NMS. Last sale prices and quotes in NYSE listed, NYSE Amex listed and NYSE Arca listed securities are disseminated through “Tape A” and “Tape B,” which constitutes the majority of the NYSE Euronext’s U.S. revenues from consortium-based market data revenues. We also receive a share of the revenues from “Tape C” which represents data related to trading of certain securities that are listed on Nasdaq. These revenues are influenced by demand for the data by professional and nonprofessional subscribers. In addition, we receive fees for the display of data on television and for vendor access. Our proprietary products make market data available to subscribers covering activity that takes place solely on our U.S. markets, independent of activity on other markets. Our proprietary data products also include the sale of depth of book information, historical price information and corporate action information.

NYSE Euronext offers NYSE Realtime Reference Prices, which allows internet and media organizations to buy real-time, last-sale market data from NYSE and provide it broadly and free of charge to the public. CNBC, Google Finance and nyse.com display NYSE Realtime stock prices on their respective websites.

In Europe, we charge a variety of users, primarily the end-users, for the use of Euronext’s real-time market data services. We also collect annual license fees from vendors for the right to distribute Euronext market data to third parties and a service fee from vendors for direct connection to market data. A substantial majority of European market data revenues is derived from monthly end-user fees. We also derive revenues from selling historical and reference data about securities, and by publishing the daily official lists for the Euronext markets. The principal drivers of market data revenues are the number of end-users and the prices for data packages.

Listing

There are two types of fees applicable to companies listed on our U.S. and European securities exchanges — listing fees and annual fees. Listing fees consist of two components: original listing fees and fees related to other corporate-related actions. Original listing fees, subject to a minimum and maximum amount, are based on the number of shares that the company initially lists. Original listing fees, however, are generally not applicable to companies that transfer to one of our U.S. securities exchanges from another market, except for companies transferring to NYSE Amex from the over-the-counter market. Other corporate action related fees are paid by listed companies in connection with corporate actions involving the issuance of new shares to be listed, such as stock splits, rights issues, sales of additional securities, as well as mergers and acquisitions, which are subject to a minimum and maximum fee.

In the U.S., annual fees are charged based on the number of outstanding shares of the listed U.S. company at the end of the prior year. Non-U.S. companies pay fees based on the number of listed securities issued or held in the United States. Annual fees are recognized as revenue on a pro rata basis over the calendar year.

Original fees are recognized as revenue on a straight-line basis over estimated service periods of ten years for the NYSE and the Euronext cash equities markets and five years for NYSE Arca and NYSE Amex. Unamortized balances are recorded as deferred revenue on the condensed consolidated statements of financial condition.

Listing fees for our European markets comprise admission fees paid by issuers to list securities on the cash market, annual fees paid by companies whose financial instruments are listed on the cash market, and corporate activity and other fees, consisting primarily of fees charged by Euronext Paris and Euronext Lisbon for centralizing shares in IPOs and tender offers. Original listing fees, subject to a minimum and maximum amount, are based on the number of shares that the company initially lists. Revenues from annual listing fees relate to the number of shares outstanding and the market capitalization of the listed company.

In general, Euronext Paris, Euronext Amsterdam, Euronext Brussels and Euronext Lisbon have adopted a common set of listing fees. Under the harmonized fee book, domestic issuers (i.e., those from France, the Netherlands, Belgium and Portugal) pay admission fees to list their securities based on the market capitalization of the respective issuer. Subsequent listings of securities receive a discount on admission fees. Non-domestic companies listing in connection with raising capital are charged admission and annual fees on a similar basis, although they are charged lower maximum admission fees and annual fees. Non-domestic companies that are in the Euronext 100 index are treated as domestic. Euronext Paris and Euronext Lisbon also charge centralization fees for collecting and allocating retail investor orders in IPOs and tender offers.

The revenue NYSE Euronext derives from listing fees is primarily dependent on the number and size of new company listings as well as the level of other corporate-related activity of existing listed issuers. The number and size of new company listings and other corporate-related activity in any period depend primarily on factors outside of NYSE Euronext’s control, including general economic conditions in Europe and the United States (in particular, stock market conditions) and the success of competing stock exchanges in attracting and retaining listed companies.

Technology Services

Revenues are generated primarily from connectivity services related to the SFTI and FIX networks, software licenses and maintenance fees and strategic consulting services. Colocation revenue is recognized monthly over the life of the contract. We also generate revenues from software license contracts and maintenance agreements. We provide software which allows customers to receive comprehensive market-agnostic connectivity, transaction and data management solutions. Software license revenues are recognized at the time of client acceptance and maintenance agreement revenues are recognized monthly over the life of the maintenance term subsequent to acceptance. Expert consulting services are offered for customization or installation of the software and for general advisory services. Consulting revenue is generally billed in arrears on a time and materials basis, although customers sometimes prepay for blocks of consulting services in bulk. Customer specific software license revenue is recognized at the time of client acceptance. NYSE Euronext records revenues from subscription agreements on a pro rata basis over the life of the subscription agreements. The unrealized portions of invoiced subscription fees, maintenance fees and prepaid consulting fees are recorded as deferred revenue on the consolidated statement of financial condition.

Other Revenues

Other revenues include trading license fees, fees for facilities and other services provided to designated market markers (“DMMs”), brokers and clerks physically located on the floors of our U.S. markets that enable them to engage in the purchase and sale of securities on the trading floor, the results of our NYSE Blue business and fees for clearance and settlement activities in our European markets, as well as regulatory revenues. Regulatory fees are charged to member organizations of our U.S. securities exchanges.

Components of Expenses

Section 31 Fees

See “Sources of Revenues— Transaction and Clearing Fees” above.

Liquidity Payments, Routing and Clearing

We offer our customers a variety of liquidity payment structures, tailored to specific market, product and customer characteristics in order to attract order flow, enhance liquidity and promote use of our markets. We charge a “per share” or “per contract” execution fee to the market participant who takes the liquidity on certain of our trading platforms and, in turn, we pay, on certain of our markets, a portion of this “per share” or “per contract” execution fee to the market participant who provides the liquidity.

We also incur routing charges in the U.S. when we do not have the best bid or offer in the market for a security that a customer is trying to buy or sell on one of our U.S. securities exchanges. In that case, we route the customer’s order to the external market center that displays the best bid or offer. The external market center charges us a fee per share (denominated in tenths of a cent per share) for routing to its system. We include costs incurred due to erroneous trade execution within routing and clearing. Furthermore, NYSE Arca incurs clearance, brokerage and related transaction expenses, which primarily include costs incurred in self-clearing activities, and service fees paid per trade to exchanges for trade execution.

Other Operating Expenses

Other operating expenses include compensation, depreciation and amortization, systems and communications, professional services, selling, general and administrative, and merger expenses and exit costs.

Compensation

Compensation expense includes employee salaries, incentive compensation (including stock-based compensation) and related benefits expense, including pension, medical, post-retirement medical and supplemental executive retirement plan (“SERP”) charges. Part-time help, primarily related to security personnel at the NYSE, is also recorded as part of compensation.

Depreciation and Amortization

Depreciation and amortization expenses consist of costs from depreciating fixed assets (including computer hardware and capitalized software) and amortizing intangible assets over their estimated useful lives.

Systems and Communications

Systems and communications expense includes costs for development and maintenance of trading, regulatory and administrative systems; investments in system capacity, reliability and security; and cost of network connectivity between our customers and data centers, as well as connectivity to various other market centers. Systems and communications expense also includes fees paid to third-party providers of networks and information technology resources, including fees for consulting, research and development services, software rental costs and licenses, hardware rental and related fees paid to third-party maintenance providers.

Professional Services

Professional services expense includes consulting charges related to various technological and operational initiatives, including fees paid to LCH.Clearnet in connection with certain clearing guarantee arrangements and FINRA in connection with the transfer of certain member firm regulatory functions, as well as legal and audit fees.

Selling, General and Administrative

Selling, general and administrative expenses include (i) occupancy costs; (ii) marketing costs consisting of advertising, printing and promotion expenses; (iii) insurance premiums, travel and entertainment expenses, co-branding, investor education and advertising expenses with NYSE listed companies; (iv) general and administrative expenses; and (v) regulatory fine income levied by NYSE Regulation. Regulatory fine income must be used for regulatory purposes. Subsequent to the July 30, 2007 asset purchase agreement with FINRA, the amount of regulatory fine income has been relatively immaterial.

Merger Expenses and Exit Costs

Merger expenses and exit costs consist of severance costs and related curtailment losses, contract termination costs, depreciation charges triggered by the acceleration of certain fixed asset useful lives, as well as legal and other expenses directly attributable to business combinations and cost reduction initiatives.

Results of Operations

Three Months Ended June 30, 2011 Versus Three Months Ended June 30, 2010

The following table sets forth NYSE Euronext’s condensed consolidated statements of operations for the three months ended June 30, 2011 and 2010, as well as the percentage increase or decrease for each condensed consolidated statement of operations item for the three months ended June 30, 2011, as compared to such item for the three months ended June 30, 2010.


	Three months ended						Percent
	June 30,						Increase
(Dollars in Millions)	2011			2010			(Decrease)
Revenues
Transaction and clearing fees	$	742		$	927			(20	)%
Market data		92			93			(1	)%
Listing		112			105			7	%
Technology services		89			75			19	%
Other revenues		57			47			21	%

Total revenues		1,092			1,247			(12	)%
Transaction-based expenses:
Section 31 fees		89			99			(10	)%
Liquidity payments, routing and clearing		342			494			(31	)%

Total revenues, less transaction-based expenses		661			654			1	%

Other operating expenses:
Compensation		158			160			(1	)%
Depreciation and amortization		70			66			6	%
Systems and communications		45			47			(4	)%
Professional services		73			66			11	%
Selling, general and administrative		73			68			7	%
Merger expenses and exit costs		18			32			(44	)%

Total other operating expenses		437			439			—	%

Operating income		224			215			4	%
Interest expense		(31	)		(26	)		19	%
Investment income		1			1			—	%
Loss from associates		(2	)		(1	)		100	%
Other income		1			56		NM

Income before income taxes		193			245			(21	)%
Income tax provision		(43	)		(66	)		(35	)%

Net income		150			179			(16	)%
Net loss attributable to noncontrolling interest		4			5			(20	)%

Net income attributable to NYSE Euronext	$	154		$	184			(16	)%


NM = Not meaningful

Highlights

For the three months ended June 30, 2011, NYSE Euronext reported total revenues, less transaction-based expenses, operating income and net income attributable to NYSE Euronext of $661 million, $224 million and $154 million, respectively. This compares to total revenues, less transaction-based expenses, operating income and net income attributable to NYSE Euronext of $654 million, $215 million and $184 million, respectively, for the three months ended June 30, 2010.

The $7 million increase in total revenues, less transaction-based expenses, $9 million increase in operating income and $30 million decrease in net income attributable to NYSE Euronext for the period reflects the following principal factors:

Increased total revenues, less transaction-based expenses — Total revenues, less transaction-based expenses, increased primarily due to the growth in our non-transaction-based revenues and the favorable impact of foreign currency translation, largely offset by decreased volumes in our trading venues.

Increased operating income — The period-over-period increase in operating income of $9 million was primarily due to increased total revenues, less transaction-based expenses. Excluding the impact of foreign currency of $17 million, incremental costs associated with acquisitions and new business initiatives of $9 million and merger expenses and exit costs, our operating expense decreased $14 million as compared to the three months ended June 30, 2010.

Decreased net income attributable to NYSE Euronext — The period-over-period decrease in net income attributable to NYSE Euronext of $30 million was mainly due to the recognition of a one-time gain on the sale of our equity interest in the National Stock Exchange of India for the three months ended June 30, 2010, partially offset by increased operating income and a lower effective tax rate primarily as a result of a discrete deferred tax benefit of $8 million related to an enacted State tax law change in the U.S.

Segment Results

We operate under three reportable segments: Derivatives, Cash Trading and Listings, and Information Services and Technology Solutions. We evaluate the performance of our operating segments based on revenue and operating income. For discussion of these segments, see Note 4 to the condensed consolidated financial statements and “—Overview” above.


	Three months ended June 30,
					% of Total Revenues
Segment Revenues (in millions)	2011		2010		2011			2010
Derivatives	$	276	$	305		25	%		25	%
Cash Trading and Listings		695		835		64	%		67	%
Information Services and Technology Solutions		122		107		11	%		8	%

Total segment revenues	$	1,093	$	1,247		100	%		100	%

Derivatives


	Three months ended June 30,
					Increase			% of Revenues
(in millions)	2011		2010		(decrease)			2011			2010
Transaction and clearing fees	$	251	$	282		(11	)%		91	%		92	%
Market data		12		12		—	%		4	%		4	%
Other revenues		13		11		18	%		5	%		4	%

Total revenues		276		305		(10	)%		100	%		100	%
Transaction-based expenses:
Liquidity payments, routing and clearing		63		79		(20	)%		23	%		26	%

Total revenues, less transaction-based expenses		213		226		(6	)%		77	%		74	%
Total other operating expenses		102		91		12	%		37	%		30	%

Operating income	$	111	$	135		(18	)%		40	%		44	%

For the three months ended June 30, 2011, Derivatives operating income decreased $24 million to $111 million, and operating income as a percentage of revenues in 2011 decreased 4 percentage points to 40%. Compared to the second quarter of 2010, the $13 million decrease in total revenues, less transaction-based expenses was driven by a decrease of 20% in our European derivatives average daily trading volume, partially offset by the favorable impact of foreign currency translation. Other operating expenses for the three months ended June 30, 2011 increased $11 million reflecting increased costs associated with new business initiatives.

Cash Trading and Listings


	Three months ended June 30,
					Increase			% of Revenues
(in millions)	2011		2010		(decrease)			2011			2010
Transaction and clearing fees	$	491	$	645		(24	)%		71	%		77	%
Market data		48		49		(2	)%		7	%		6	%
Listing		112		105		7	%		16	%		13	%
Other revenues		44		36		22	%		6	%		4	%

Total revenues		695		835		(17	)%		100	%		100	%
Transaction-based expenses:
Section 31 fees		89		99		(10	)%		13	%		12	%
Liquidity payments, routing and clearing		279		415		(33	)%		40	%		50	%

Total revenues, less transaction-based expenses		327		321		2	%		47	%		38	%
Total other operating expenses		201		214		(6	)%		29	%		25	%

Operating income	$	126	$	107		18	%		18	%		13	%

For the three months ended June 30, 2011, Cash Trading and Listings operating income increased $19 million to $126 million, and operating income as a percentage of revenues in 2011 increased 5 percentage points to 18%. The improved operating performance was primarily due to an increase in total revenues, less transaction-based expenses of $6 million as a result of the growth in our listing business and the favorable impact of foreign currency translation, largely offset by a decrease in average daily trading volume on our trading venues. Other operating expenses for the three months ended June 30, 2011 decreased $13 million reflecting the results of improved operating efficiencies.

Information Services and Technology Solutions


	Three months ended June 30,
					Increase			% of Revenues
(in millions)	2011		2010		(decrease)			2011			2010
Market data	$	32	$	32		—	%		26	%		30	%
Technology services		90		75		20	%		74	%		70	%

Total revenues		122		107		14	%		100	%		100	%
Total other operating expenses		87		95		(8	)%		71	%		89	%

Operating income	$	35	$	12		192	%		29	%		11	%

For the three months ended June 30, 2011, Information Services and Technology Solutions operating income increased $23 million to $35 million, and operating income as a percentage of revenues in 2011 increased 18 percentage points to 29%. The increase was primarily due to higher revenues in our connectivity business and lower operating expenses as a result of improved operating efficiencies.

Corporate / Eliminations


	Three months ended June 30,
							Increase
(in millions)	2011			2010			(decrease)
Other revenues	$	(1	)	$	—			(100	)%

Total revenues		(1	)		—			(100	)%
Total other operating expenses		47			39			21	%

Operating (loss) income	$	(48	)	$	(39	)		23	%

Corporate and eliminations include unallocated costs primarily related to corporate governance, public company expenses, duplicate costs associated with migrating our data centers and costs associated with our pension, SERP and postretirement benefit plans and intercompany eliminations of revenues and expenses. Operating expenses for the three months ended June 30, 2011 increased $8 million to $47 million primarily due to merger expenses related to the proposed business combination with Deutsche Börse.

Non-Operating Income and Expenses

Interest Expense

Interest expense is primarily attributable to the interest expense on the debt incurred in connection with $750 million of fixed rate bonds due in June 2013 and €1,000 million of fixed rate bonds due in June 2015. See — “Liquidity and Capital Resources”.

Investment Income

Investment income is primarily attributable to our average cash and investment balances, change in interest rates and foreign currency rates. For the three months ended June 30, 2011, the investment income remained flat compared to the same period a year ago.

Loss from Associates

For the three months ended June 30, 2011, the loss from associates was primarily due to the operations of NYPC, which recently became operational but remains in a loss position.

Other Income

For the three months ended June 30, 2011 and 2010, other income was $1 million and $56 million, respectively. Other income consists primarily of foreign exchange gains and losses and dividends on certain investments, which may vary period over period. For the three months ended June 30, 2010, we recognized a $56 million one-time gain on the sale of our equity interest in the National Stock Exchange of India.

Noncontrolling Interest

For the three months ended June 30, 2011 and 2010, NYSE Euronext recorded noncontrolling interest loss of $4 million and $5 million, respectively. This primarily reflects the operating losses of NYSE Liffe U.S. which is still in its initial phase of launch.

Income Taxes

For the three months ended June 30, 2011 and 2010, NYSE Euronext provided for income taxes at an estimated tax rate of 22.1% and 27.5%, respectively. For the three months ended June 30, 2011, NYSE Euronext’s effective tax rate was lower than the statutory rate primarily due to a discrete deferred tax benefit of $8 million related to an enacted State tax law change in the U.S. and higher earnings generated from foreign operations, where the applicable foreign jurisdiction tax rate is lower than the statutory rate.

Six Months Ended June 30, 2011 Versus Six Months Ended June 30, 2010

The following table sets forth NYSE Euronext’s condensed consolidated statements of operations for the six months ended June 30, 2011 and 2010, as well as the percentage increase or decrease for each condensed consolidated statement of operations item for the six months ended June 30, 2011, as compared to such item for the six months ended June 30, 2010.


	Six months ended						Percent
	June 30,						Increase
(Dollars in Millions)	2011			2010			(Decrease)
Revenues
Transaction and clearing fees	$	1,557		$	1,689			(8	)%
Market data		188			184			2	%
Listing		221			210			5	%
Technology services		171			154			11	%
Other revenues		103			93			11	%

Total revenues		2,240			2,330			(4	)%
Transaction-based expenses:
Section 31 fees		178			162			10	%
Liquidity payments, routing and clearing		722			869			(17	)%

Total revenues, less transaction-based expenses		1,340			1,299			3	%
Other operating expenses:
Compensation		319			332			(4	)%
Depreciation and amortization		140			132			6	%
Systems and communications		97			99			(2	)%
Professional services		142			124			15	%
Selling, general and administrative		136			147			(7	)%
Merger expenses and exit costs		39			45			(13	)%

Total other operating expenses		873			879			(1	)%

Operating income		467			420			11	%
Interest expense		(61	)		(53	)		15	%
Investment income		2			1			100	%
Loss from associates		(3	)		(3	)		—	%
Other income		1			53		NM

Income before income taxes		406			418			(3	)%
Income tax provision		(105	)		(114	)		(8	)%

Net income		301			304			(1)	%
Net loss attributable to noncontrolling interest		8			10			(20	)%

Net income attributable to NYSE Euronext	$	309		$	314			(2)	%


NM =		Not meaningful.

Highlights

For the six months ended June 30, 2011, NYSE Euronext reported total revenues, less transaction-based expenses, operating income and net income attributable to NYSE Euronext of $1,340 million, $467 million and $309 million, respectively. This compares to total revenues, less transaction-based expenses, operating income and net income attributable to NYSE Euronext of $1,299 million, $420 million and $314 million, respectively, for the six months ended June 30, 2010.

The $41 million increase in total revenues, less transaction-based expenses, $47 million increase in operating income and $5 million decrease in net income attributable to NYSE Euronext for the period reflects the following principal factors:

Increased total revenues, less transaction-based expenses — Total revenues, less transaction-based expenses, increased primarily due to the favorable impact of foreign currency translation and growth within our non-trading revenues.

Increased operating income — The period-over-period increase in operating income of $47 million was primarily due to increased total revenues, less transaction-based expenses. Excluding the impact of foreign currency of $19 million, acquisitions and new initiatives of $13 million and merger expenses and exit costs, our operating expenses decreased $32 million as compared to the six months ended June 30, 2010.

Decreased net income attributable to NYSE Euronext — The period-over-period decrease in net income attributable to NYSE Euronext of $5 million was mainly due to the recognition of a one-time gain on the sale of our equity interest in the National Stock Exchange of India in the first half of 2010.

Segment Results


	Six months ended June 30,
					% of Total Revenues
Segment Revenues (in millions)	2011		2010		2011			2010
Derivatives	$	583	$	603		26	%		26	%
Cash Trading and Listings		1,421		1,511		63	%		65	%
Information Services and Technology Solutions		238		217		11	%		9	%

Total segment revenues	$	2,242	$	2,331		100	%		100	%

Derivatives


	Six months ended June 30,
					Increase			% of Revenues
(in millions)	2011		2010		(decrease)			2011			2010
Transaction and clearing fees	$	537	$	560		(4)	%		92	%		93	%
Market data		24		24		—	%		4	%		4	%
Other revenues		22		19		16	%		4	%		3	%

Total revenues		583		603		(3)	%		100	%		100	%
Transaction-based expenses:
Liquidity payments, routing and clearing		134		153		(12)	%		23	%		25	%

Total revenues, less transaction-based expenses		449		450		—	%		77	%		75	%
Total other operating expenses		193		188		3	%		33	%		31	%

Operating income	$	256	$	262		(2)	%		44	%		44	%

For the six months ended June 30, 2011, Derivatives operating income decreased $6 million to $256 million, and operating income as a percentage of revenues remained flat period-over-period. Compared to the six months ended June 30, 2010, total revenues, less transaction-based expenses decreased by $1 million due to reduced average daily trading volume in our European derivative venues almost entirely offset by the favorable impact of foreign currency translation. Other operating expenses for the six months ended June 30, 2011 increased $5 million reflecting additional costs associated with new business initiatives.

Cash Trading and Listings


	Six months ended June 30,
					Increase			% of Revenues
(in millions)	2011		2010		(decrease)			2011			2010
Transaction and clearing fees	$	1,020	$	1,129		(10)	%		72	%		75	%
Market data		98		97		1	%		7	%		6	%
Listing		221		210		5	%		15	%		14	%
Other revenues		82		75		9	%		6	%		5	%

Total revenues		1,421		1,511		(6)	%		100	%		100	%
Transaction-based expenses:
Section 31 fees		178		162		10	%		13	%		11	%
Liquidity payments, routing and clearing		588		716		(18)	%		41	%		47	%

Total revenues, less transaction-based expenses		655		633		3	%		46	%		42	%
Total other operating expenses		407		427		(5)	%		29	%		28	%

Operating income	$	248	$	206		20	%		17	%		14	%

For the six months ended June 30, 2011, Cash Trading and Listings operating income increased $42 million to $248 million, and operating income as a percentage of revenues in 2011 increased 3 percentage points to 17%. The improved operating performance was primarily due to an increase in total revenues, less transaction-based expenses of $22 million as a result of the growth in our listing and other non-trading revenues and the favorable impact of foreign currency translation. Other operating expenses for the six months ended June 30, 2011 decreased $20 million reflecting the results of improved operating efficiencies.

Information Services and Technology Solutions


	Six months ended June 30,
					Increase			% of Revenues
(in millions)	2011		2010		(decrease)			2011			2010
Market data	$	66	$	63		5	%		28	%		29	%
Technology services		172		154		12	%		72	%		71	%

Total revenues		238		217		10	%		100	%		100	%
Total other operating expenses		176		190		(7	)%		74	%		88	%

Operating income	$	62	$	27		130	%		26	%		12	%

For the six months ended June 30, 2011, Information Services and Technology Solutions operating income increased $35 million to $62 million, and operating income as a percentage of revenues in 2011 increased 14 percentage points to 26%. The increase was primarily due to higher revenues in our connectivity business and lower operating expenses as a result of improved operating efficiencies.

Corporate / Eliminations


	Six months ended June 30,
							Increase
(in millions)	2011			2010			(decrease)
Other revenues	$	(2	)	$	(1	)		100	%

Total revenues		(2	)		(1	)		100	%
Total other operating expenses		97			74			31	%

Operating (loss) income	$	(99	)	$	(75	)		32	%

Corporate and eliminations include unallocated costs primarily related to corporate governance, public company expenses, duplicate costs associated with migrating our data centers and costs associated with our pension, SERP and postretirement benefit plans and intercompany eliminations of revenues and expenses. Operating expenses for the six months ended June 30, 2011 increased $23 million to $97 million primarily due to merger expenses related to the proposed business combination with Deutsche Börse.

Non-Operating Income and Expenses

Interest Expense

Investment Income

Investment income is primarily attributable to our average cash and investment balances, change in interest rates and foreign currency rates. For the six months ended June 30, 2011, the investment income increased $1 million to $2 million as compared to the same period a year ago.

Loss from Associates

For the six months ended June 30, 2011, the loss from associates was primarily due to the operations of NYPC, which recently became operational but remains in a loss position.

Other Income

For the six months ended June 30, 2011 and 2010, other income was $1 million and $53 million, respectively. Other income consists primarily of foreign exchange gains and losses and dividends on certain investments, which may vary period over period. For the six months ended June 30, 2010, we recognized a $56 million one-time gain on the sale of our equity interest in the National Stock Exchange of India.

Noncontrolling Interest

For the six months ended June 30, 2011 and 2010, NYSE Euronext recorded noncontrolling interest losses of $8 million and $10 million, respectively. This primarily reflects the operating losses of NYSE Liffe U.S. which is still in its initial phase of launch.

Income Taxes

For the six months ended June 30, 2011 and 2010, NYSE Euronext provided for income taxes at an estimated tax rate of 25.8% and 27.5%, respectively. For the six months ended June 30, 2011, NYSE Euronext’s effective tax rate was lower than the statutory rate primarily due to a discrete deferred tax benefit of $8 million related to an enacted State tax law change in the U.S. and higher earnings generated from foreign operations, where the applicable foreign jurisdiction tax rate is lower than the statutory rate.

Liquidity and Capital Resources

NYSE Euronext’s financial policy seeks to finance the growth of its business, remunerate shareholders and ensure financial flexibility, while maintaining strong creditworthiness and liquidity. NYSE Euronext’s primary sources of liquidity are cash flows from operating activities, current assets and existing bank facilities. NYSE Euronext’s principal liquidity requirements are for working capital, capital expenditures and general corporate use.

Cash flows from operating activities

For the six months ended June 30, 2011, net cash provided by operating activities was $490 million, representing primarily net income of $301 million and an increase in working capital of $69 million. Capital expenditures for the six months ended June 30, 2011 were $67 million.

Net financial indebtedness

As of June 30, 2011, NYSE Euronext had approximately $2.2 billion in debt outstanding and $0.4 billion of cash, cash equivalents and financial investments, resulting in $1.8 billion in net indebtedness. We define net indebtedness as outstanding debt less cash, cash equivalents and financial investments.

Net indebtedness was as follows (in millions):


	June 30,		December 31,
	2011		2010
Cash and cash equivalents	$	344	$	327
Financial investments		41		52

Cash, cash equivalents and financial investments		385		379

Short term debt		—		366
Long term debt		2,189		2,074

Total debt		2,189		2,440


Net indebtedness	$	1,804	$	2,061

Cash, cash equivalents and financial investments are managed as a global treasury portfolio of non-speculative financial instruments that are readily convertible into cash, such as overnight deposits, term deposits, money market funds, mutual funds for treasury investments, short duration fixed income investments and other money market instruments, thus ensuring high liquidity of financial assets.

As of June 30, 2011, NYSE Euronext’s main debt instruments were as follows (in millions):


	Principal amount as of
	June 30, 2011			Maturity
4.8% bond in U.S. dollar	$	750		June 30, 2013
5.375% bond in Euro	€	1,000 ($1,451	)	June 30, 2015

In 2007, NYSE Euronext entered into a U.S. dollar and euro-denominated global commercial paper program of $3.0 billion in order to refinance the acquisition of the Euronext shares. As of June 30, 2011, NYSE Euronext had no debt outstanding under this commercial paper program. The effective interest rate of commercial paper issuances does not materially differ from short term interest rates (Libor U.S. for commercial paper issued in U.S. dollar and Euribor for commercial paper issued in euro). The fluctuation of these rates due to market conditions may therefore impact the interest expense incurred by NYSE Euronext.

The commercial paper program is backed by a $2.0 billion 5-year syndicated revolving bank facility maturing on April 4, 2012. This bank facility is also available for general corporate purposes and was not drawn as of June 30, 2011. On September 15, 2008, the amount of commitments readily available to NYSE Euronext under this facility decreased from $2.0 billion to $1,833 million as a result of the bankruptcy filing of Lehman Brothers Holdings Inc., which had provided a $167 million commitment under this facility.

In August 2006, prior to the combination with NYSE Group, Euronext entered into a €300 million ($435 million at June 30, 2011) revolving credit facility available for general corporate purposes, which matured on August 4, 2011. On a combined basis, as of June 30, 2011, NYSE Euronext had two committed bank credit facilities totaling $2.3 billion, with no amount outstanding under any of these facilities. The commercial paper program and the credit facilities include terms and conditions customary for agreements of this type, which may restrict NYSE Euronext’s ability to engage in additional transactions or incur additional indebtedness.

In 2008, NYSE Euronext issued $750 million of 4.8% fixed rate bonds due in June 2013 and €750 million of 5.375% fixed rate bonds due in June 2015 in order to, among other things, refinance outstanding commercial paper and lengthen the maturity profile of its debt. In 2009, NYSE

Euronext increased the €750 million 5.375% notes due in June 2015 to €1 billion as a result of an incremental offering of €250 million. The terms of the bonds do not contain any financial covenants. The bonds may be redeemed by NYSE Euronext or the bond holders under certain customary circumstances, including a change in control. The terms of the bonds also provide for customary events of default and a negative pledge covenant.

Liquidity risk

NYSE Euronext continually reviews its liquidity and debt positions, and subject to market conditions and credit and strategic considerations, may from time to time determine to vary the maturity profile of its debt and diversify its sources of financing. NYSE Euronext anticipates being able to support short-term liquidity and operating needs primarily through existing cash balances and financing arrangements, along with future cash flows from operations. If existing financing arrangements are insufficient to meet the anticipated needs of its current operations or to refinance existing debt, NYSE Euronext may seek additional financing in either the debt or equity markets. NYSE Euronext may also seek equity or debt financing in connection with future acquisitions or other strategic transactions. While we believe that we generally have access to debt markets, including bank facilities and publicly and privately issued long and short term debt, we may not be able to obtain additional financing on acceptable terms or at all.

Critical Accounting Policies and Estimates

The following provides information about NYSE Euronext’s critical accounting policies and estimates. Critical accounting polices reflect significant judgments and uncertainties, and potentially produce materially different results, assumptions and conditions.

Revenue Recognition

There are two types of fees applicable to companies listed on the NYSE, NYSE Arca, NYSE Amex and Euronext — listing fees and annual fees. Listing fees consist of two components: original listing fees and fees related to other corporate action. Original listing fees, subject to a minimum and maximum amount, are based on the number of shares that the company initially lists with the NYSE, NYSE Arca or Euronext. Original listing fees, however, are generally not applicable to companies that transfer to one of our U.S. securities exchanges from another market, except for companies transferring to NYSE Amex from the over-the-counter market. Other corporate action related fees are paid by listed companies in connection with corporate actions involving the issuance of new shares. Annual fees are recognized on a pro rata basis over the calendar year. Original listing fees are recognized on a straight-line basis over their estimated service periods of 10 years for the NYSE and Euronext, and 5 years for NYSE Arca and NYSE Amex. Unamortized balances are recorded as deferred revenue on the condensed consolidated statements of financial condition.

In addition, NYSE Euronext licenses software and provides software services which are accounted for in accordance with Subtopic 605 in the Software Topic of the FASB Accounting Standards Codification, which involves significant judgment. The technology services revenues in our condensed consolidated statement of operations include revenues generated from the sale of software licenses, software related services as well as hardware components. We enter into multiple-element sales arrangements to provide technology solutions and services to our customers. In such arrangements, we first allocate the total arrangement consideration based on the relative selling prices of the software group of elements as a whole and to the non-software elements. We then further allocate consideration within the software group to the respective elements within that group in accordance with Subtopic 605 in the Software Topic of the FASB Accounting Standards Codification and accounting standards updates described below in the Recent Adopted Accounting Guidance section. We recognize revenues upon delivery of non-software elements of our technology solutions and services. For software license arrangements that do not require customization or significant modification of the underlying software, we recognize revenues when (i) we enter into a legally binding agreement with a customer for the license of software, (ii) we deliver the products and (iii) customer payment is determinable and free of significant uncertainties or contingencies. Most of our arrangements are recognized in this manner. For software license arrangements that require customization or significant modification, we generally recognize revenues upon delivery provided the acceptance terms are perfunctory and all other revenue recognition criteria have been met. For revenues associated with maintenance and support, we recognize it ratably over the term of the arrangement, typically one to two years.

Goodwill and Other Intangible Assets

NYSE Euronext reviews the carrying value of goodwill for impairment at least annually based upon estimated fair value of NYSE Euronext’s reporting units. Should the review indicate that goodwill is impaired, NYSE Euronext’s goodwill would be reduced by the difference between the carrying value of goodwill and its fair value.

NYSE Euronext reviews the useful life of its indefinite-lived intangible assets to determine whether events or circumstances continue to support the indefinite useful life categorization. In addition, the carrying value of NYSE Euronext’s other intangible assets is reviewed by NYSE Euronext at least annually for impairment based upon the estimated fair value of the asset.

For purposes of performing the impairment test, fair values are determined using discounted cash flow methodology. This requires significant judgments including estimation of future cash flows, which, among other factors, is dependent on internal forecasts, estimation of the long-term rate of growth for businesses and determination of weighted average cost of capital. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill and other intangible impairment for each reporting unit.

Income Taxes

NYSE Euronext records income taxes using the asset and liability method, under which current and deferred tax liabilities and assets are recorded in accordance with enacted tax laws and rates. Under this method, the amounts of deferred tax liabilities and assets at the end of each period are determined using the tax rate expected to be in effect when the taxes are actually paid or recovered. Future tax benefits are recognized to the extent that realization of such benefits is more likely than not.

Deferred income taxes are provided for the estimated income tax effect of temporary differences between financial and tax bases in assets and liabilities. Deferred tax assets are also provided for certain tax carryforwards. A valuation allowance to reduce deferred tax assets is established when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

NYSE Euronext is subject to numerous tax jurisdictions primarily based on our operations in these jurisdictions. Significant judgment is required in assessing the future tax consequences of events that have been recognized in NYSE Euronext’s financial statements or tax returns. Fluctuations in the actual outcome of these future tax consequences could have a material impact on NYSE Euronext’s financial position or results of operations.

Pension and Other Post-Retirement Employee Benefits

Pension and other post-retirement employee benefits costs and liabilities are dependent on assumptions used in calculating such amounts. These assumptions include discount rates, health care cost trend rates, benefits earned, interest cost, expected return on assets, mortality rates, and other factors. In accordance with U.S. generally accepted accounting principles, actual results that differ from the assumptions are accumulated and amortized over future periods and, therefore, generally affect recognized expense and the recorded obligation in future periods. While management believes that the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect NYSE Euronext’s pension and other post-retirement obligations and future expense.

Hedging Activities

NYSE Euronext uses derivative instruments to limit exposure to changes in foreign currency exchange rates and interest rates. NYSE Euronext accounts for derivatives pursuant to Derivatives and Hedging Topic of the FASB Accounting Standards Codification. The Derivatives and Hedging Topic establishes accounting and reporting standards for derivative instruments and requires that all derivatives be recorded at fair value on the statement of financial condition. Changes in the fair value of derivative financial instruments are either recognized in other comprehensive income or net income depending on whether the derivative is being used to hedge changes in cash flows or changes in fair value.

Recent Adopted Accounting Guidance

The FASB issued Accounting Standards Update (“ASU”) 2009-13, Multiple-Deliverable Revenue Arrangements, which supersedes certain provisions in Subtopic 25 in the Revenue Recognition Topic of the Codification. ASU 2009-13 requires an entity to allocate arrangement consideration at the inception of an arrangement to all of its deliverables based on their relative selling prices. It also eliminates the use of the residual method of allocation, which was allowed under previous guidance and requires the use of the relative-selling-price method in all circumstances in which an entity recognizes revenue for an arrangement with multiple deliverable subject to the Subtopic 25 in the Revenue Recognition Topic. ASU 2009-13 also requires both ongoing disclosures regarding an entity’s multiple-element revenue arrangements as well as certain transitional disclosures during periods after adoption. This new guidance became effective on or after June 15, 2010. NYSE Euronext adopted this provision on January 1, 2011, and it did not have a significant impact on our condensed consolidated financial statements.

The FASB issued ASU 2009-14, Certain Revenue Arrangements That Include Software Elements, which amends certain provisions in Subtopic 605 in the Software Topic of the Codification. The amendments in ASU 2009-14 change revenue recognition for tangible products containing software elements and non-software elements as follows: (1) the tangible element of the product is always outside the scope of Subtopic 605 in the Software Topic (2) the software elements of tangible products are outside of the scope of Subtopic 605 in the Software Topic when the software elements and non-software elements function together to deliver the product’s essential functionality and (3) undelivered elements in the arrangement related to the non-software components also are excluded from the software revenue recognition guidance. ASU 2009-14 applies to transactions that contain both software and non-software elements. For these transactions, companies will have to go through a two-step process for the software elements. First, a company has to allocate the total consideration to separate units of account for the non-software elements and software elements as a group, using relative selling-price method. Second, the amount allocated to the software elements as a group will then be accounted for in accordance with the requirements in Subtopic 605 in the Software Topic of the Codification. This may require the use of Residual Method of allocation if VSOE (vendor specific objective evidence) or TPE (third party evidence) does not exist for the undelivered elements. This new guidance became effective on or after June 15, 2010, and it is also applicable to existing arrangements that are materially modified after the effective date. NYSE Euronext adopted this provision on January 1, 2011, and it did not have a significant impact on our condensed consolidated financial statements.

Recently Issued Accounting Guidance

The FASB issued ASU 2011-05, Presentation of Comprehensive Income, which amends certain provisions in Subtopic 220-10 in the Comprehensive Income Topic of the Codification. The amendments in ASU 2011-05 require that the statement of changes in stockholders’

equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present total other comprehensive income, the components of other comprehensive income, and the total of comprehensive income. The amendments in ASU 2011-05 do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The amendments also do not change the option for an entity to present components of other comprehensive income either net of related tax effects or before related tax effects, with one amount shown for the aggregate income tax expense or benefit related to the total of other comprehensive income items. In both cases, the tax effect for each component must be disclosed in the notes to the financial statements or presented in the statement in which other comprehensive income is presented. These amendments should be applied retrospectively and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

General

As a result of its operating and financing activities, NYSE Euronext is exposed to market risks such as interest rate risk, currency risk and credit risk. NYSE Euronext has implemented policies and procedures designed to measure, manage, monitor and report risk exposures, which are regularly reviewed by the appropriate management and supervisory bodies. NYSE Euronext’s central treasury is charged with identifying risk exposures and monitoring and managing such risks on a daily basis. To the extent necessary and permitted by local regulation, NYSE Euronext’s subsidiaries centralize their cash investments, report their risks and hedge their exposures with the central treasury. NYSE Euronext performs sensitivity analyses to determine the effects that market risk exposures may have.

NYSE Euronext uses derivative instruments solely to hedge financial risks related to its financial position or risks that are otherwise incurred in the normal course of its commercial activities. It does not use derivative instruments for speculative purposes.

Interest Rate Risk

Except for fixed rate bonds, most of NYSE Euronext’s financial assets and liabilities are based on floating rates, on fixed rates with an outstanding maturity or reset date falling in less than one year or on fixed rates that have been swapped to floating rates via fixed-to-floating rate swaps. The following table summarizes NYSE Euronext’s exposure to interest rate risk as of June 30, 2011 (in millions of U.S. dollars):


								Impact⁽²⁾ of a
	Financial		Financial					100 bp adverse shift
	assets		liabilities		Net Exposure			in interest rates⁽³⁾
Floating rate⁽¹⁾ positions in
Dollar	$	96	$	—	$	96		$	(1.0	)
Euro		43		—		43			(0.4	)
Sterling		213		—		213			(2.1	)
Fixed rate positions in
Dollar		—		749		(749	)		(15.1	)
Euro		—		1,439		(1,439	)		(53.7	)
Sterling		—		—		—			—


(1)		Includes floating rate, fixed rate with an outstanding maturity or reset date falling in less than one year and fixed rate swapped to floating rate.

(2)		Impact on profit and loss for floating rate positions (cash flow risk) and on equity until realization in profit and loss for fixed rate positions (price risk).

(3)		100 basis points parallel shift of yield curve.

NYSE Euronext is exposed to price risk on its outstanding fixed rate positions. As of June 30, 2011, fixed rate positions in U.S. dollar and in euro with an outstanding maturity or reset date falling in more than one year amounted to $749 million and $1,439 million, respectively. A hypothetical shift of 1% in the U.S. dollar or in the euro interest rate curves would in the aggregate impact the fair value of these positions by $15.1 million and $53.7 million, respectively.

NYSE Euronext is exposed to cash flow risk on its floating rate positions. Because NYSE Euronext is a net lender in U.S. dollar, euro and sterling, when interest rates in U.S. dollar, euro or sterling decrease, NYSE Euronext’s net interest and investment income decreases. Based on June 30, 2011 positions, a hypothetical 1% decrease in U.S. dollar, euro or sterling rates would negatively impact annual income by $1.0 million, $0.4 million and $2.1 million, respectively.

Currency risk

As an international group, NYSE Euronext is subject to currency translation risk. A significant part of NYSE Euronext’s assets, liabilities, revenues and expenses is recorded in euro and sterling. Assets, liabilities, revenues and expenses of foreign subsidiaries are generally denominated in the local functional currency of such subsidiaries.

NYSE Euronext’s exposure to foreign denominated earnings for the six months ended June 30, 2011 is presented by primary foreign currency in the following table (in millions, except average rate):


	Six months ended June 30, 2011
	Euro			Sterling
Average rate in the period	$	1.4037		$	1.6164
Average rate in the same period one year before	$	1.3287		$	1.5255
Foreign denominated percentage of
Revenues		17	%		16	%
Operating expenses		9	%		15	%
Operating income		47	%		23	%
Impact of the currency fluctuations ⁽¹⁾ on
Revenues	$	19.3		$	19.6
Operating expenses		9.1			14.2
Operating income		10.2			5.4


(1)		Represents the impact of currency fluctuation for the six months ended June 30, 2011 compared to the same period in the prior year.

NYSE Euronext’s exposure to net investment in foreign currencies is presented by primary foreign currencies in the table below (in millions):


	June 30, 2011
	Position in euros			Position in sterling
Assets	€	3,880		£	2,741
of which is goodwill		1,041			1,072
Liabilities		1,943			410
of which is borrowings		990			—

Net currency position before hedging activities	€	1,937		£	2,331
Impact of hedging activities		136			72


Net currency position	€	2,073		£	2,403

Impact on consolidated equity of a 10% decrease in the foreign currency exchange rates	$	(301	)	$	(386	)

At June 30, 2011, NYSE Euronext was exposed to net exposures in euro and sterling of €2.1 billion ($3.0 billion) and £2.4 billion ($3.9 billion), respectively. NYSE Euronext’s borrowings in euro of €1.0 billion ($1.4 billion) constitute a partial hedge of NYSE Euronext’s net investments in foreign entities. As of June 30, 2011, NYSE Euronext also had a €136 million ($196 million) euro/U.S. dollar and a £72 million ($115 million) sterling/U.S. dollar foreign exchange contract outstanding. These contracts matured in July 2011. As of June 30, 2011, the fair value of these contracts was a $2 million asset.

Based on June 30, 2011 net currency positions, a hypothetical 10% decrease of euro against dollar would negatively impact NYSE Euronext’s equity by $301 million and a hypothetical 10% decrease of sterling against dollar would negatively impact NYSE Euronext’s equity by $386 million. For the six months ended June 30, 2011, currency exchange rate differences had a positive impact of $385 million on NYSE Euronext’s consolidated equity.

Credit risk

NYSE Euronext is exposed to credit risk in the event of a counterparty default. NYSE Euronext limits its exposure to credit risk by rigorously selecting the counterparties with which it makes investments and executes agreements. Credit risk is monitored by using exposure limits depending on ratings assigned by rating agencies as well as the nature and maturity of transactions. NYSE Euronext’s investment objective is to invest in securities that preserve principal while maximizing yields, without significantly increasing risk. NYSE Euronext seeks to substantially mitigate credit risk associated with investments by ensuring that these financial assets are placed with governments, well-capitalized financial institutions and other creditworthy counterparties.

An ongoing review is performed to evaluate changes in the status of counterparties. In addition to the intrinsic creditworthiness of counterparties, NYSE Euronext’s policies require diversification of counterparties (banks, financial institutions, bond issuers and funds) so as to avoid a concentration of risk. Derivatives are negotiated with highly rated banks.

Item 4. Controls and Procedures

As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report. No significant changes were made during the quarterly period ended June 30, 2011 in our internal control over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

For the six months ended June 30, 2011, the following supplements and amends our discussion set forth under “Legal Proceedings” in Part II, Item 1 of the Form 10-Q filed by NYSE Euronext for the three months ended March 31, 2011, and in Note 17 (“Commitments and Contingencies – Legal Matters”) to Item 8 of the Form 10-K filed by NYSE Euronext for the year ended December 31, 2010, and no other matters were reportable during the period.

Shareholder Litigation

BlueNext Tax Matter

Item 1A. Risk Factors

For the six months ended June 30, 2011, there were no material changes from the “Risk Factors” as previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2010, and Part II, Item 1A of our Quarterly Report on Form 10-Q for the three months ended March 31, 2011, which disclosures are incorporated herein by reference.

Item 6. Exhibits


Exhibit No.		Description

31.1*		Certification of the principal executive officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.

31.2*		Certification of the principal financial officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.

32.1*		Certification of the principal executive officer and the principal financial officer pursuant to 18 U.S.C. Section 1350.

101.INS**		XBRL Report Instance Document

101.SCH**		XBRL Taxonomy Extension Schema Document

101.PRE**		XBRL Taxonomy Presentation Linkbase Document

101.CAL**		XBRL Taxonomy Calculation Linkbase Document

101.LAB**		XBRL Taxonomy Label Linkbase Document


*		Furnished herewith.

**		As provided in Rule 406T of Regulation S-T, this information is deemed furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933, as amended, and Section 18 of the Securities Exchange Act of 1934, as amended.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, NYSE Euronext has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized:


	NYSE Euronext
Date: August 5, 2011	By:	/s/ Michael Geltzeiler
		Michael Geltzeiler
		Group Executive Vice President and Chief Financial Officer NYSE Euronext