NYSE Euronext (Exact Name of Registrant As Specified in Its Charter) Delaware 20-5110848 (State Or Other Jurisdiction of (I.R.S
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 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 10005 New York, N.Y. (Zip Code) (Address of principal executive offices) (212) 656-3000 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Registered Common Stock, $0.01 par value per share New York Stock Exchange Euronext Paris Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¥ No n Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes n No ¥ 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 ¥ No n 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 ¥ No n Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¥ 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 “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ¥ Accelerated filer n Non-accelerated filer n Smaller reporting company n (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 n No ¥ As of June 30, 2010, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $7.2 billion. As of February 18, 2011, there were approximately 261.2 million shares of the registrant’s common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of NYSE Euronext’s Proxy Statement for its April 28, 2011 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K. NYSE EURONEXT ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010 INDEX PART I ITEM 1. BUSINESS ............................................................ 1 ITEM 1A. RISK FACTORS ........................................................ 22 ITEM 1B. UNRESOLVED STAFF COMMENTS ........................................ 35 ITEM 2. PROPERTIES . ........................................................ 36 ITEM 3. LEGAL PROCEEDINGS .................................................. 36 ITEM 4. [REMOVED AND RESERVED] ............................................ 37 EXECUTIVE OFFICERS OF NYSE EURONEXT ............................... 37 PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES ................. 39 ITEM 6. SELECTED FINANCIAL AND OPERATING DATA ............................. 43 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .............................................. 48 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ...... 68 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ..................... 72 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE ........................................... 114 ITEM 9A. CONTROLS AND PROCEDURES .......................................... 114 ITEM 9B. OTHER INFORMATION .................................................. 114 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE .......... 114 ITEM 11. EXECUTIVE COMPENSATION ............................................ 115 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS ................................. 115 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE ....................................................... 115 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES ............................. 115 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES........................ 116 i In this Annual Report on Form 10-K, “NYSE Euronext,” “we,” “us,” and “our” refer to NYSE Euronext, a Delaware corporation, and its subsidiaries, except where the context requires otherwise. “AEX»,” “AlternextTM,” “ArcaBook»,” “ArcaVision»,” “Archipelago»,” ‘‘Bclear»,” “CAC 40»,” “CscreenTM,” eGovDirect.com»,” “Euronext»,” “Euronext 100 Index»,” “Intellidex»,” “NYSE BlueTM,” “NSC»,” “NYFIX»,” “NYSE»,” “NYSE Bonds»,” “NYSE Broker Volume»,” “NYSE Composite Index»,” “NYSE LiffeTM,” “NYSE MACTM,” “NYSE MAC AlertsTM,” “NYSEnet»,” “NYSE OpenBook»,” “NYX»,” “SFTI»,” “SmartPoolTM,” “UTPTM” and “Wombat»,” among others, are trademarks or service marks of NYSE Euronext or its licensees or licensors with all rights reserved. “FINRA»” and “Trade Reporting Facility»” are trademarks of the Financial Industry Regulatory Authority (“FINRA”), with all rights reserved, and are used under license from FINRA. All other trademarks and servicemarks used herein are the property of their respective owners. About NYSE Euronext NYSE Euronext, a Delaware corporation, was organized on May 22, 2006 in anticipation of the combination of the businesses of NYSE Group, Inc., a Delaware corporation, and Euronext N.V., a company organized under the laws of the Netherlands. The combination was consummated on April 4, 2007. NYSE Group, Inc. was formed in connection with the March 7, 2006 merger between New York Stock Exchange, Inc., a New York Type A not-for-profit corporation, and Archipelago Holdings, Inc., a Delaware corporation. Euronext was the first cross-border exchange group, created with the 2000 merger of the Paris, Amsterdam and Brussels stock exchanges. The New York Stock Exchange traces its origins to the Buttonwood Agreement, signed in 1792 by a group of 24 traders gathered under a buttonwood tree in lower Manhattan. In 1817, the traders formed the New York Stock & Exchange Board, which in 1863 was renamed the New York Stock Exchange. The Amsterdam Stock Exchange, Euronext’s oldest constituent and the world’s first stock exchange, originated in 1602 in conjunction with a stock issuance by the Dutch East India Company. Our principal executive office is located at 11 Wall Street, New York, New York 10005 and our telephone number is (212) 656-3000. Our European headquarters are located at 39 rue Cambon, 75039 Paris, France, and our telephone number is +33 1 49 27 10 00. Our website is www.nyx.com. We are not incorporating the information on our website into this Annual Report on Form 10-K. We are required to file annual, quarterly and current reports, proxy statements and other information with the U.S. Securities and Exchange Commission (the “SEC”). The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. We also make available free of charge, on or through our website, our proxy statements, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports, as soon as reasonably practicable after they are filed with, or furnished to, the SEC. 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 SEC under the U.S. Securities Exchange Act of 1934 (the “Exchange Act”) as a national securities exchange. •“NYSE Arca” refers collectively to NYSE Arca, L.L.C.,