NYSE Euronext : NYSE Euronext Announces Fourth Quarter and Full-Year 2012 Financial Results

  NYSE Euronext : NYSE Euronext Announces Fourth Quarter and Full-Year 2012
                              Financial Results

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 NYSE Euronext Announces Fourth Quarter and Full-Year 2012 Financial Results
    -- Fourth Quarter GAAP Diluted EPS of $0.12 vs. $0.43 in Prior Year --
  -- Non-GAAP Diluted EPS of $0.43 vs. $0.50 Excluding Merger Expenses, Exit
                      Costs and Other Discrete Items --
       -- Global Leader in IPOs in 2012 for Second Consecutive Year --
 -- Announced Acquisition by ICE Presents Opportunity to Create Global Player
                        and Risk Management Leader --
   -- Separate Clearing Agreement with ICE Designed to Ease Transition for
                                  Clients --
          -- $115 Million in Project 14 Savings Achieved in 2012 --

                                      

Financial and Operating Highlights^1, 2

  *Diluted EPS of $0.43, down from $0.50 in 4Q11  

  *Net revenue of $562 million, down 11%, including $4 million negative FX
    impact 

  *Fixed operating expenses of $392 million, down 9% on a constant dollar /
    portfolio basis  

  *Operating income of $170 million, down 20%, including $3 million negative
    FX impact 

  *Repurchased 1.1 million shares at average price of $24.67 in 4Q12 and 17.0
    million shares in FY 2012

  *Board declares first quarter 2013 cash dividend of $0.30 per share

^1 All comparisons versus 4Q11 unless otherwise stated. Excludes merger
expenses, exit costs and other discrete items.
^2 A full reconciliation of our non-GAAP results to our GAAP results is
included in the attached tables. See also our statement on non-GAAP financial
measures at the end of this earnings release.

NEW YORK - February 5, 2013 - NYSE Euronext (NYX) today reported net income of
$28 million, or $0.12 per diluted share, for the fourth quarter of 2012,
compared to net income of $110 million, or $0.43 per diluted share, for the
fourth quarter of 2011. Financial results for the fourth quarter of 2012
included a higher level of merger and exit costs, reflecting a write-off of
clearing investments in connection with the decision to move to ICE Clear, the
unwind of BlueNext and merger related expenses. Fourth quarter of 2012
financial results also included costs of $24 million, consisting primarily of
the premium paid to former bondholders, to refinance a portion of company debt
outstanding. Excluding the impact of these items, net income in the fourth
quarter of 2012 was $105 million, or $0.43 per diluted share, compared to $130
million, or $0.50 per diluted share, in the fourth quarter of 2011. For the
full-year 2012, excluding the discrete items noted in the tables accompanying
this press release, net income was $462 million, or $1.84 per diluted share,
compared to net income of $653 million, or $2.48 per diluted share for
full-year 2011. Financial results for the full-year 2011 benefited from
extreme levels of volatility in the third quarter which drove strong trading
volumes across all trading venues, setting new quarterly records for orders
and executions. Since the third quarter of 2011 and through 2012, market
volatility declined to multi-year lows, driving significant declines in
trading volumes.

"Our fourth quarter results reflect both the beneficial actions we took to
refinance our debt and rationalize our clearing plans for Liffe in connection
with the announced move to ICE Clear," said Duncan L. Niederauer, CEO, NYSE
Euronext. "Along with the continued progress we are making on reducing
expenses as part of Project 14, we are focused on building momentum in our
business prior to closing the deal with ICE, which we expect to close in the
second half of this year. We believe that combining our highly complementary
businesses will create a global exchange player with a particularly compelling
and diverse global derivatives franchise, and an 'end-to-end' multi-asset
business that would be very well positioned to compete and serve a global
client base, while creating meaningful value for shareholders."

The table below summarizes the financial results^1 for the fourth quarter and
full-year of 2012:




^1A full reconciliation of our non-GAAP results to our GAAP results is
included in the attached tables. See also our statement on non-GAAP financial
measures at the end of this earnings release.
^2 Includes activity assessment fees.
^3 Transaction-based expenses include Section 31 fees, liquidity payments and
routing & clearing fees.
^4 Excludes merger expenses, exit costs and the BlueNext tax settlement.

"Our fourth quarter results were in line with the third quarter, but trailed
prior year. The impact of lackluster trading volumes was somewhat mitigated
by lower costs and lower share count. Operating expenses declined $24
million, or 6% in the fourth quarter and for the full-year 2012, excluding the
impact of currency fluctuations and new business initiatives, core operating
expenses were down $115 million from the 2011 expense base of $1,666 million,
which far exceeded the initial guidance of $63 million in Project 14 savings,"
commented Michael S. Geltzeiler, Group Executive Vice President and CFO, NYSE
Euronext. "Furthermore, we are continuing to deliver on our commitment to
optimize the business portfolio with the un-wind of BlueNext, the planned sale
of all or part of our MCX stake and our decision to move to ICE Clear, which
will increase savings and reduce investment costs in 2013." 

FOURTH QUARTER & FULL-YEAR 2012 CONSOLIDATED RESULTS
Total revenues, less transaction-based expenses, which include Section 31
fees, liquidity payments and routing and clearing fees (net revenue), were
$562 million in the fourth quarter of 2012, down $66 million, or 11% compared
to the fourth quarter of 2011 and included a $4 million negative impact from
foreign currency fluctuations. The $62 million decrease in net revenue, on a
constant currency basis, compared to the fourth quarter of 2011 was primarily
driven by lower average daily volumes ("ADV"), mostly attributable to the
derivatives business. For the full-year 2012, net revenue was $2,324 million,
a decrease of $348 million, or 13% compared to $2,672 million for full-year
2011 and included a $55 million negative impact from foreign currency
fluctuations. The $293 million decrease in net revenue, on a constant
currency basis, compared to full-year 2011 was driven primarily by lower ADV,
mostly attributable to the derivatives business.   

Operating expenses, excluding merger expenses, exit costs and the BlueNext tax
settlement were $392 million in the fourth quarter of 2012, down $24 million,
or 6% compared to the fourth quarter of 2011. Excluding the impact of new
business initiatives and a $1 million positive impact attributable to foreign
currency fluctuations, other operating expenses were down $36 million, or 9%,
compared to the fourth quarter of 2011. For the full-year 2012, other
operating expenses on the same basis were $1,581 million compared to $1,666
million in 2011. Excluding the impact of acquisitions, new initiatives and a
$27 million positive impact attributable to foreign currency fluctuations,
other operating expenses were down 6% compared to full-year 2011.

For the full-year 2012, Project 14 savings were $115 million, which represents
46% of the total $250 million expected to be saved by the end of 2014, running
well above the 25%, or $63 million, originally expected for full-year 2012.

Operating income, excluding merger expenses, exit costs and the BlueNext tax
settlement, was $170 million, down $42 million, or 20% compared to the fourth
quarter of 2011 and included a $3 million negative impact attributable to
foreign currency fluctuations. For the full-year 2012, operating income on
the same basis was $743 million, a decrease of $263 million, or 26% compared
to $1,006 million for full-year 2011 and included a $28 million negative
impact attributable to foreign currency fluctuations. 

Adjusted EBITDA, excluding merger expenses, exit costs and the BlueNext tax
settlement, was $234 million, down $46 million, or 16% compared to the fourth
quarter of 2011. Adjusted EBITDA margin was 42% in the fourth quarter of
2012, compared to 45% in the fourth quarter of 2011. For the full-year 2012,
adjusted EBITDA on the same basis was $1,003 million, compared to $1,286
million for full-year 2011 representing a decrease of $283 million, or 22%.
Adjusted EBITDA margin for the full-year 2012 was 43% compared to 48% in
2011.

Loss from associates is primarily related to New York Portfolio Clearing. Net
(income) loss attributable to non-controlling interest consists primarily of
net income attributable to NYSE Amex Options which was partially offset by the
net loss attributable to NYSE Liffe U.S.     

The effective tax rate for the fourth quarter and full-year 2012, excluding
merger expenses, exit costs, direct costs of refinancing and discrete tax
items, was 24% compared to approximately 26% for the fourth quarter and
full-year 2011 excluding the same items and the BlueNext tax settlement. 

The weighted average diluted shares outstanding in the fourth quarter of 2012
was 244 million, down from 262 million in fourth quarter of 2011. During the
fourth quarter of 2012, a total of 1.1 million shares were repurchased at an
average price of $24.67 per share and for the full-year 2012, a total of 17.0
million shares were repurchased at an average price of $26.55.

At December 31, 2012, total debt was $2.5 billion. Total debt includes $0.4
billion remaining from the 4.8% June 2013 notes which we expect to retire in
the second quarter of 2013. Cash, cash equivalents and short term financial
investments (including $99 million related to Section 31 fees collected from
market participants and due to the SEC) were $0.4 billion and net debt was
$2.1 billion at the end of the fourth quarter of 2012. The ratio of
debt-to-EBITDA at the end of the fourth quarter of 2012 was 2.5.

On October 5, 2012, NYSE Euronext closed on its public offering of $850
million 2.00% notes due in October 2017. The proceeds from this offering were
used to fund the tender of $336 million of our outstanding $750 million 4.80%
notes due in June 2013 and €80 million of our €1 billion 5.375% notes due in
June 2015 and for other general corporate purposes, including the reduction in
outstanding commercial paper. As a result of the refinancing, recurring
interest expense declined by approximately $1 million in the fourth quarter of
2012. 

Total capital expenditures were $66 million in the fourth quarter of 2012 and
$191 million for the full-year 2012. 

Headcount as of December 31, 2012 of 3,079 was slightly above year-end 2011
with the addition of 99 employees from the acquisition of Corpedia in June of
2012 and increased staff for the UK derivatives clearing initiative.

The Board of Directors declared a cash dividend of $0.30 per share for the
first quarter of 2013. The first quarter 2013 dividend is payable on March
28, 2013 to shareholders of record as of the close of business on March 14,
2013. The anticipated ex-date will be March 12, 2013.

FULL-YEAR 2013 GUIDANCE (NON-GAAP)
For the full-year 2013, management is providing the following guidance:

  *We are guiding total operating expenses to decline to approximately $1,525
    million on a reported basis at constant currency rates. When compared to
    Project 14 goals and the 2011 expense base of $1,666 million, we expect
    core operating expenses, on a constant currency basis and excluding
    discrete investments, to be approximately $1,465 million, which is about
    $200 million below the 2011 base. 

  *The debt refinancing in the fourth quarter of 2012, is expected to save an
    annualized $15 million and $24 million in interest expense in 2013 and
    2014, respectively.  

  *The anticipated effective tax rate is expected to be between 24% and 25%.
    

  *The ratio of debt-to-EBITDA is expected to be at, or below 2.0X in 2013,
    declining from 2.5X in 2012. 

  *Total capital expenditures are expected to be approximately $150 million.

FOURTH QUARTER & FULL-YEAR 2012 SEGMENT RESULTS
Below is a summary of business segment results:




^1 Net revenue defined as total revenues less transaction-based expenses
including Section 31 fees, liquidity payments and routing & clearing fees.
^2 Excludes merger expenses, exit costs and the BlueNext tax settlement.

DERIVATIVES
Derivatives net revenue of $160 million in the fourth quarter of 2012
decreased $26 million, or 14% compared to the fourth quarter of 2011 and
included a $1 million positive impact from foreign currency fluctuations. The
$27 million decrease in derivatives net revenue, on a constant currency basis,
compared to the fourth quarter of 2011, was driven by lower ADV. For the
full-year 2012, Derivatives net revenue of $682 million decreased $179
million, or 21%, and included a $12 million negative impact from foreign
currency fluctuations. The $167 million decrease in net revenue, on a
constant currency basis, compared to full-year 2011 was driven by a decline in
ADV. 

  *IntercontinentalExchange and NYSE Euronext announced that ICE Clear Europe
    Limited and LIFFE Administration and Management have entered into a
    clearing services agreement pursuant to which ICE Clear Europe will
    provide clearing services to the London market of NYSE Liffe.

  *Istanbul Menkul Krymetler Borsasi (IMKB) and NYSE Liffe, announced the
    launch of futures and options contracts based on some of the constituents
    of the IMKB 30 Index. 

  *NYSE Liffe announced the expansion of Bclear, NYSE Liffe's trade
    confirmation, administration and clearing service, with the introduction
    of Fixed Income products. The new contracts available through Bclear will
    be Three Month Euro (Euribor) Futures, Three Month Sterling (Short
    Sterling) Futures and Long Gilt Futures. 

  *In 2012, NYSE Amex Options and NYSE Arca Options reached their highest
    combined market share of 28.5% in October, retaining the #1 or #2 position
    in U.S. equity options. 

  *The new NYSE Liffe U.S. futures contracts based on the DTCC GCF Repo
    Index® were named 'New Contract of the Year' in Interest Rates by Futures
    and Options Week (FOW) Magazine at the 2012 FOW International Awards in
    London. Since launch in mid-July 2012, NYSE Liffe U.S. has traded more
    than 375,000 total contracts valued at nearly $2 trillion as of December
    17. Momentum continues to grow for GCF Repo futures with a new daily
    volume record set on January 18^th of 17,556 lots traded. 

CASH TRADING AND LISTINGS
Cash Trading and Listings net revenue of $282 million in the fourth quarter of
2012 decreased $33 million, or 10% compared to the fourth quarter of 2011 and
included a $3 million negative impact from foreign currency fluctuations. The
$30 million decrease in net revenue, on a constant currency basis, compared to
the fourth quarter of 2011 was primarily driven by lower ADV. For the
full-year 2012, Cash Trading and Listings net revenue of $1,168 million
decreased $155 million, or 12%, and included a $29 million negative impact
from foreign currency fluctuations. The $126 million decrease in net revenue,
on a constant currency basis, compared to full-year 2011 was driven primarily
by a decline in ADV.

  *NYSE Euronext was ranked #1 in initial public offerings (IPOs) globally
    for the second consecutive year. NYSE Euronext raised $37 billion in
    total global proceeds on 120 IPOs. In the U.S., NYSE Euronext led the
    market with 79 IPOs and 17 transfers. NYSE Euronext has steadily captured
    share in technology-basedIPOs. NYSE Euronext listed 53% of the
    technology IPOs in the U.S., including Exact Target Inc. (NYSE: ET),
    Millennial Media Inc. (NYSE: MM), Palo Alto Networks (NYSE:PANW), Service
    Now Inc (NYSE: NOW), Workday (NYSE: WDAY) and Yelp Inc. (NYSE: YELP). 

  *In 2012, 17 companies moved or announced transfer to NYSE Euronext's U.S.
    markets (15 to NYSE, 2 to NYSE MKT) with six departures from the NYSE and
    three from NYSE MKT. Of the 15 companies that moved or announced transfer
    to the NYSE in 2012, three were among the top 100 largest companies by
    market capitalization listed on Nasdaq - Infosys Ltd. (NYSE: INFY), TD
    Ameritrade Holding Corporation (NYSE: AMTD) and Teva Pharmaceutical
    Industries Ltd. (NYSE: TEVA). Both Teva and Infosys were previously in
    the Nasdaq-100 Index.

  *In 2012, NYSE Euronext welcomed 25 listings in Europe from a variety of
    sectors including healthcare, consumer goods, technology and
    telecommunications, raising total IPO proceeds of €2.7 billion ($3.5
    billion) and representing an aggregate market capitalization of €22.8
    billion ($30 billion). Key listings on NYSE Euronext's European platforms
    included: Ziggo (Euronext: ZIGGO), the Dutch cable operator launched NYSE
    Euronext's largest European IPO in 2012 on NYSE Euronext in Amsterdam,
    D.E. Masterblenders 1753 (Euronext: DE), the spin-off from ex-Sara Lee
    Corp, also listed on NYSE Euronext in Amsterdam; Groupe Eurotunnel
    (Euronext: GET), the first company to be admitted to trading on NYSE
    Euronext in London and BTG Pactual (Alternext: BTGP), Brazil's largest
    investment bank listed on NYSE Alternext in Amsterdam.

  *LCH.Clearnet SA, the Paris-based clearing house of LCH.Clearnet Group, and
    NYSE Euronext jointly announced an agreement on the main terms and
    conditions of a six year clearing contract with respect to NYSE Euronext's
    continental cash equities markets. The new agreement commenced on January
    1, 2013 and will run through 2018. Under the new contract, LCH.Clearnet
    SA has further reduced clearing fees for clearing members by 20%. 

  *European cash market share (value traded) in NYSE Euronext's four core
    markets was 66% in the fourth quarter of 2012, in-line with the fourth
    quarter of 2011, but down from 68% in the third quarter of 2012.

INFORMATION SERVICES AND TECHNOLOGY SOLUTIONS
Information Services and Technology Solutions revenue was $120 million in the
fourth quarter of 2012, a decrease of $7 million, or 6% compared to the fourth
quarter of 2011 and included a $2 million negative impact from foreign
currency fluctuations. Revenue in the fourth quarter of 2012, however,
increased $7 million, or 7% compared to the third quarter of 2012 which
included a $2 million positive impact from foreign currency fluctuations.
Operating margin for the fourth quarter of 2012 returned to 29% from 20% in
the third quarter of 2012 and 24% in the fourth quarter of 2011. For the
full-year 2012, Information Services and Technology Solutions revenue of $473
million decreased $17 million, or 3%, and included a $14 million negative
impact from foreign currency fluctuations. The $3 million decrease in
revenue, on a constant currency basis, compared to full-year 2011 was driven
by the challenging environment for financial services technology sales which
has delayed client decisions on purchases of software and connectivity
services. Highlights for the fourth quarter of 2012 included:

  *Russell Indexes, a leading global index provider and NYSE Euronext, one of
    the world's premier exchange operators and technology innovators,
    announced a global alliance which includes the transition of RussellTick,
    an index feed for real-time, intra-day values for the Russell family of
    indexes in the U.S. and globally, to NYSE Technologies' Global Index Feed
    (GIF) protocol and extensive global distribution. The migration of
    RussellTick to NYSE Technologies' GIF protocol makes Russell the first
    major index family distributed through the global Secure Financial
    Transaction Infrastructure® (SFTI®) network. The alliance also includes a
    commitment to develop additional joint global services and products, such
    as new index-based options. Approximately $3.9 trillion in assets are
    currently benchmarked to the Russell Indexes globally. 

  *Americas Trading Group (ATG) announced the formation of a new company that
    will develop a liquidity center targeting the Brazilian exchange market
    called Americas Trading System Brasil, or ATS Brasil. Utilizing trading
    solutions developed by NYSE Technologies, the technology unit of NYSE
    Euronext, ATS Brasil will offer customers a new equities matching platform
    in Latin America. ATG will maintain the controlling interest as well as
    operational management of the company with NYSE Technologies as a minority
    shareholder and the core technology provider. 

  *NYSE Technologies announced the continued expansion of its Secure
    Financial Transaction Infrastructure (SFTI) in Asia with the introduction
    of two access centers located in Hong Kong. Customers now, for the first
    time, have direct access to the SFTI network, allowing them to connect to
    the NYSE Euronext capital markets community and all other major
    international trading venues. 

  *NYSE Technologies announced the launch of the OpenMAMA Enterprise Edition
    as a part of its Open Platform. The OpenMAMA Enterprise Edition is a
    commercial offering that is a fully supported, tested and certified
    distribution of the industry standard Open Source Middleware Agnostic
    Messaging API (OpenMAMA1). It provides an open, vendor-neutral
    integration layer for a variety of middleware systems, including NYSE
    Technologies Data FabricSM. 

  *NYSE Technologies announced the addition of the Appia Business Center, a
    management interface that allows front-end users to configure FIX
    infrastructure without special coding, to its FIX capabilities. With the
    new Appia Business Center, business users can build, maintain, and monitor
    their FIX infrastructure without the help of specialists to on-board new
    clients, communicate with new matching engines, or implement new rules. 
     

                                    # # #

The accompanying tables include information integral to assessing the
Company's financial performance.

Analyst / Investor / Media Call: February 5, 2013 at 8:00 a.m.(NY / ET) / 2:00
p.m.(Paris / CET)
A presentation and live audio webcast of the fourth quarter and full-year 2012
earnings conference call will be available on the Investor Relations section
of NYSE Euronext's website, http://www.nyseeuronext.com/ir. Those wishing to
listen to the live conference via telephone should dial-in at least ten
minutes before the call begins. An audio replay of the conference call will
be available approximately one hour after the call on the Investor Relations
section of NYSE Euronext's website, http://www.nyseeuronext.com/ir or by
dial-in beginning approximately two hours following the conclusion of the live
call.

Live Dial-in Information:
United States: 866.203.2528
International: 617.213.8847
Passcode: 11676007

Replay Dial-in Information:
United States: 888.286.8010
International: 617.801.6888
Passcode: 41798941

Non-GAAP Financial Measures
To supplement NYSE Euronext's consolidated financial statements prepared in
accordance with GAAP and to better reflect period-over-period comparisons,
NYSE Euronext uses non-GAAP financial measures of performance, financial
position, or cash flows that either exclude or include amounts that are not
normally excluded or included in the most directly comparable measure,
calculated and presented in accordance with GAAP. Non-GAAP financial measures
do not replace and are not superior to the presentation of GAAP financial
results, but are provided to (i) present the effects of certain merger
expenses, exit costs, disposal activities, the BlueNext tax settlement, debt
refinancing costs and discrete tax items, and (ii) improve overall
understanding of NYSE Euronext's current financial performance and its
prospects for the future. Specifically, NYSE Euronext believes the non-GAAP
financial results provide useful information to both management and investors
regarding certain additional financial and business trends relating to
financial condition and operating results. In addition, management uses these
measures for reviewing financial results and evaluating financial performance.
The non-GAAP adjustments for all periods presented are based upon information
and assumptions available as of the date of this release.

NYSE Euronext Earnings News Release with Tables and Operating Data

About NYSE Euronext
NYSE Euronext (NYX) is a leading global operator of financial markets and
provider of innovative trading technologies. The company's exchanges in Europe
and the United States trade equities, futures, options, fixed-income and
exchange-traded products. With approximately 8,000 listed issues (excluding
European Structured Products), NYSE Euronext's equities markets - the New York
Stock Exchange, NYSE Euronext, NYSE MKT, NYSE Alternext and NYSE Arca -
represent one-third of the world's equities trading, the most liquidity of any
global exchange group. NYSE Euronext also operates NYSE Liffe, one of the
leading European derivatives businesses and the world's second-largest
derivatives business by value of trading. The company offers comprehensive
commercial technology, connectivity and market data products and services
through NYSE Technologies. NYSE Euronext is in the S&P 500 index. For more
information, please visit: http://www.nyx.com.

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

This communication contains "forward-looking statements" made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of
1995. In some cases, you can identify forward-looking statements by words such
as "may," "hope," "will," "should," "expect," "plan," "anticipate," "intend,"
"believe," "estimate," "predict," "potential," "continue," "could," "future"
or the negative of those terms or other words of similar meaning. You should
carefully read forward-looking statements, including statements that contain
these words, because they discuss our future expectations or state other
"forward-looking" information. Forward-looking statements are subject to
numerous assumptions, risks and uncertainties which change over time. ICE and
NYSE Euronext caution readers that any forward-looking statement is not a
guarantee of future performance and that actual results could differ
materially from those contained in the forward-looking statement.

Forward-looking statements include, but are not limited to, statements about
the benefits of the proposed merger involving ICE and NYSE Euronext, including
future financial results, ICE's and NYSE Euronext's plans, objectives,
expectations and intentions, the expected timing of completion of the
transaction and other statements that are not historical facts. Important
factors that could cause actual results to differ materially from those
indicated by such forward-looking statements are set forth in ICE's and NYSE
Euronext's filings with the U.S. Securities and Exchange Commission (the
"SEC"). These risks and uncertainties include, without limitation, the
following: the inability to close the merger in a timely manner; the inability
to complete the merger due to the failure of NYSE Euronext stockholders to
adopt the merger agreement or the failure of ICE stockholders to approve the
issuance of ICE common stock in connection with the merger; the failure to
satisfy other conditions to completion of the merger, including receipt of
required regulatory and other approvals; the failure of the proposed
transaction to close for any other reason; the possibility that any of the
anticipated benefits of the proposed transaction will not be realized; the
risk that integration of NYSE Euronext's operations with those of ICE will be
materially delayed or will be more costly or difficult than expected; the
challenges of integrating and retaining key employees; the effect of the
announcement of the transaction on ICE's, NYSE Euronext's or the combined
company's respective business relationships, operating results and business
generally; the possibility that the anticipated synergies and cost savings of
the merger will not be realized, or will not be realized within the expected
time period; the possibility that the merger may be more expensive to complete
than anticipated, including as a result of unexpected factors or events;
diversion of management's attention from ongoing business operations and
opportunities; general competitive, economic, political and market conditions
and fluctuations; actions taken or conditions imposed by the United States and
foreign governments or regulatory authorities; and adverse outcomes of pending
or threatened litigation or government investigations. In addition, you should
carefully consider the risks and uncertainties and other factors that may
affect future results of the combined company, as will be described in the
section entitled "Risk Factors" in the joint proxy statement/prospectus to be
delivered to ICE's and NYSE Euronext's respective shareholders, and as
described in ICE's and NYSE Euronext's respective filings with the SEC that
are available on the SEC's web site located at www.sec.gov, including the
sections entitled "Risk Factors" in ICE's Form 10-K for the fiscal year ended
December31, 2011, as filed with the SEC on February8, 2012, and ICE's
Quarterly Reports on Form 10-Q for the quarters ended June30, 2012, as filed
with the SEC on August1, 2012, and September30, 2012, as filed with the SEC
on November5, 2012, and "Risk Factors" in NYSE Euronext's Form 10-K for the
fiscal year ended December31, 2011, as filed with the SEC on February29,
2012, and NYSE Euronext's Quarterly Reports on Form 10-Q for the quarters
ended March31, 2012, as filed with the SEC on May4, 2012, and September30,
2012, as filed with the SEC on November8, 2012. You should not place undue
reliance on forward-looking statements, which speak only as of the date of
this communication. Except for any obligations to disclose material
information under the Federal securities laws, NYSE Euronext undertakes no
obligation to publicly update any forward-looking statements to reflect events
or circumstances after the date of this communication.

IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND WHERE TO FIND IT

This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval. In
connection with the proposed transaction, ICE has filed with the SEC a
registration statement on Form S-4, which includes a joint proxy
statement/prospectus with respect to the proposed acquisition of NYSE
Euronext. The final joint proxy statement/prospectus will be delivered to the
stockholders of ICE and NYSE Euronext. INVESTORS AND SECURITY HOLDERS OF BOTH
ICE AND NYSE EURONEXT ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
REGARDING THE PROPOSED TRANSACTION CAREFULLY AND IN ITS ENTIRETY, INCLUDING
ANY DOCUMENTS PREVIOUSLY FILED WITH THE SEC AND INCORPORATED BY REFERENCE INTO
THE JOINT PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS
TO THOSE DOCUMENTS, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION REGARDING
ICE, NYSE EURONEXT AND THE PROPOSED TRANSACTION. Investors and security
holders may obtain a free copy of the joint proxy statement/prospectus, as
well as other filings containing information about ICE and NYSE Euronext,
without charge, at the SEC's website at http://www.sec.gov. Investors may also
obtain these documents, without charge, from ICE's website at
http://www.theice.com and from NYSE Euronext's website at http://www.nyx.com

PARTICIPANTS IN THE MERGER SOLICITATION

ICE, NYSE Euronext and their respective directors, executive officers and
other members of management and employees may be deemed to be participants in
the solicitation of proxies in respect of the transactions contemplated by the
Merger Agreement.

You can find information about ICE and ICE's directors and executive officers
in ICE's Annual Report on Form 10-K for the year ended December31, 2011, as
filed with the SEC on February8, 2012, and ICE's proxy statement for its 2012
annual meeting of stockholders, as filed with the SEC on March30, 2012.

You can find information about NYSE Euronext and NYSE Euronext's directors and
executive officers in NYSE Euronext's Annual Report on Form 10-K for the year
ended December31, 2011, as filed with the SEC on February29, 2012, and NYSE
Euronext's proxy statement for its 2012 annual meeting of stockholders, filed
with the SEC on March26, 2012.

Additional information about the interests of potential participants will be
included in the joint proxy statement/prospectuses, when it becomes available,
and the other relevant documents filed by ICE and NYSE Euronext with the SEC.













Earnings

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Source: NYSE Euronext via Thomson Reuters ONE
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