You should read the following discussion together with the condensed consolidated financial statements and related notes, as well as the forward looking statements described under "Forward-Looking Statements." Certain prior period amounts presented in the discussion and analysis have been reclassified to conform to the current presentation.

Overview

NYSE Euronext was organized on May 22, 2006 in connection with 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 incident to its formation. Following the 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 acquirer in the combination with Euronext.

Following the combination of the businesses of NYSE Group and Euronext, NYSE Euronext operates under two reportable segments: U.S. Operations and European Operations. NYSE Euronext evaluates segment performance primarily based on operating income. NYSE Euronext's U.S. Operations consist of (i) obtaining new listings and servicing existing listings, (ii) providing access to trade execution in cash equities, options and futures, (iii) selling market data and related information and distributing market information to data subscribers,
(iv) issuing trading permits, (v) providing data processing operations,
(vi) providing regulatory services with respect to NYSE Euronext's U.S. markets and (vii) providing trading technology, software and connectivity to end-users. NYSE Euronext's European Operations consist of (i) providing access to trade execution in all cash products as well as a wide range of derivatives products,
(ii) providing listing services, (iii) selling market data and related information, (iv) providing transaction settlement and for the safe-custody of physical securities in the European markets and (v) providing electronic trading solutions as well as software and connectivity to end-users. The results of operations and financial condition from NYSE Alternext will be included in the consolidated financial statements beginning October 1, 2008 (see Note 2 to the condensed consolidated financial statements). For a discussion of these segments, see Note 3 to the condensed consolidated financial statements.

As NYSE Euronext progresses towards the integration of these businesses, management will continue to assess its segment reporting structure and may, if and when appropriate, decide to revise its segment reporting upon completion of certain integration milestones.

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, broad trends in the brokerage and finance industry, price levels and price volatility, the number and financial health of companies listed on NYSE Euronext's cash markets, changing technology in the financial services industry, legislative and regulatory changes, and competition, among other factors. In particular, in recent years, the business environment has been characterized by increasing competition among global markets for trading volumes and listings, 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, while total trading volumes have been increasing, the growth of our trading and market data revenues could be adversely impacted if we are unsuccessful in attracting additional volumes. The maintenance and growth of our revenues could also be impacted if we face intense pressure on pricing.

As previously mentioned, our business is sensitive to market conditions. Equity market indices declined from a year ago and since the end of the first quarter, all indices have continued to decline. Lower levels of economic activity and uncertainty regarding the capital markets may result in a decline in trading volume and deterioration of the economic welfare of our listed companies, which may adversely affect our revenues and future growth. Declines in volumes may impact our market share or pricing structures.

The quarter brought turmoil in the general economy and upheaval in the credit markets. These disruptions and developments have resulted in a range of actions by the U.S. and foreign governments to attempt to bring liquidity and order to the financial markets and to prevent a prolonged recession in the world economy. Securities and banking regulators have also been active in establishing temporary rules and regulations to respond to this crisis. Some of these actions have resulted in temporary or, in some cases, permanent, restrictions on certain types of securities transactions, most notably short sales of equity securities of certain financial institutions.

Dislocation in the credit markets has led to increased liquidity risk. While we have not experienced reductions in our 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 our business may increase and our ability to implement our business initiatives could be limited.

We expect that all of these factors may have an impact on our businesses. The welfare of our listed companies and our trading community is directly impacted by the economic environment in general as well as all the actions taken by the U.S. and foreign governments. Additionally, 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 and recession concerns, as well as the general state of the U.S. and world economies.

The following tables present selected operating data for the periods presented.

                                       Average Daily Volume                 Total Volume                   Total Volume
                                                                                                                   % Chg vs.
(Unaudited)                         Q3 '08     Q3 '07     % Chg     Q3 '08      Q3 '07      % Chg     YTD 2008     YTD 2007
Number of Trading Days - European
Markets                                 66         65        -           66          65        -           192            -
Number of Trading Days - U.S.
Markets                                 64         63        -           64          63        -           189            -
European Cash Products (trades in
thousands)                           1,552      1,341      15.7 %   102,421      87,177      17.5 %    293,235          24.3 %
Equities                             1,502      1,287      16.7 %    99,146      83,653      18.5 %    283,250          25.4 %
Exchange-Traded Funds                    8          7      20.0 %       526         431      21.9 %      1,496          37.3 %
Structured Products                     37         42     -11.1 %     2,451       2,715      -9.7 %      7,489          -1.6 %
Bonds                                    5          6     -22.2 %       298         378     -21.0 %      1,000         -20.3 %
U.S. Cash Products (shares in
millions)                            3,622      3,101      16.8 %   231,803     195,358      18.7 %    632,836          17.0 %
NYSE Listed Issues 1
NYSE Group Handled Volume 2          2,659      2,420       9.9 %   170,167     152,451      11.6 %    469,306          11.9 %
NYSE Group Matched Volume 3          2,395      2,219       7.9 %   153,289     139,784       9.7 %    423,333           8.5 %
NYSE Group TRF Volume 4                416         90     359.9 %    26,595       5,693     367.2 %     55,983         729.0 %
Total NYSE Listed Consolidated
Volume                               5,633      3,729      51.1 %   360,498     234,927      53.5 %    905,642          45.7 %
NYSE Group Share of Total
Consolidated Volume
Handled Volume 2                      47.2 %     64.9 %   -17.7 %      47.2 %      64.9 %   -17.7 %       51.8 %       -15.6 %
Matched Volume 3                      42.5 %     59.5 %   -17.0 %      42.5 %      59.5 %   -17.0 %       46.7 %       -16.0 %
TRF Volume 4                           7.4 %      2.4 %     5.0 %       7.4 %       2.4 %     5.0 %        6.2 %         5.1 %
NYSE Arca & Amex Listed Issues
NYSE Group Handled Volume 2            508        267      90.5 %    32,495      16,790      93.5 %     77,835         104.9 %
NYSE Group Matched Volume 3            445        231      92.9 %    28,498      14,542      96.0 %     67,670         106.2 %
NYSE Group TRF Volume 4                223         32     587.2 %    14,283       2,046     598.1 %     27,179         912.6 %
Total NYSE Arca & Amex Listed
Consolidated Volume                  1,609        704     128.4 %   102,988      44,381     132.1 %    237,723         137.4 %
NYSE Group Share of Total
Consolidated Volume
Handled Volume 2                      31.6 %     37.8 %    -6.2 %      31.6 %      37.8 %    -6.2 %       32.7 %        -5.2 %
Matched Volume 3                      27.7 %     32.8 %    -5.1 %      27.7 %      32.8 %    -5.1 %       28.5 %        -4.3 %
TRF Volume 4                          13.9 %      4.6 %     9.3 %      13.9 %       4.6 %     9.3 %       11.4 %         8.8 %
Nasdaq Listed Issues
NYSE Group Handled Volume 2            455        415       9.8 %    29,141      26,117      11.6 %     85,696           2.5 %
NYSE Group Matched Volume 3            387        338      14.5 %    24,747      21,270      16.3 %     71,772           5.1 %
NYSE Group TRF Volume 4                249        155      60.8 %    15,938       9,755      63.4 %     41,536         162.3 %
Total Nasdaq Listed Consolidated
Volume                               2,261      2,183       3.6 %   144,705     137,525       5.2 %    428,240           5.4 %
NYSE Group Share of Total
Consolidated Volume
Handled Volume 2                      20.1 %     19.0 %     1.1 %      20.1 %      19.0 %     1.1 %       20.0 %        -0.6 %
Matched Volume 3                      17.1 %     15.5 %     1.6 %      17.1 %      15.5 %     1.6 %       16.8 %         0.0 %
TRF Volume 4                          11.0 %      7.1 %     3.9 %      11.0 %       7.1 %     3.9 %        9.7 %         5.8 %
Exchange-Traded Funds 1,5
NYSE Group Handled Volume 2            539        354      52.2 %    34,473      22,302      54.6 %     82,759          62.1 %
NYSE Group Matched Volume 3            474        315      50.3 %    30,338      19,866      52.7 %     72,391          58.8 %
NYSE Group TRF Volume 4                246         45     444.2 %    15,776       2,854     452.8 %     30,138         678.1 %
Total ETF Consolidated Volume        1,699        862      97.2 %   108,732      54,277     100.3 %    250,137         107.6 %
NYSE Group Share of Total
Consolidated Volume
Handled Volume 2                      31.7 %     41.1 %    -9.4 %      31.7 %      41.1 %    -9.4 %       33.1 %        -9.3 %
Matched Volume 3                      27.9 %     36.6 %    -8.7 %      27.9 %      36.6 %    -8.7 %       28.9 %        -8.9 %
TRF Volume 4                          14.5 %      5.3 %     9.2 %      14.5 %       5.3 %     9.2 %       12.0 %         8.8 %

Please refer to footnotes on the following page.

                                 NYSE Euronext

                           Selected Statistical Data:

                     Volume Summary - Derivatives Products



                                                    Average Daily Volume                    Total Volume                      Total Volume
                                                                                                                                       % Chg vs.
(Unaudited; contracts in thousands)             Q3 '08      Q3 '07      % Chg      Q3 '08       Q3 '07       % Chg      YTD 2008       YTD 2007
Number of Trading Days - European Markets           66          65         -            66           65         -             192             -
Number of Trading Days - U.S. Markets               64          63         -            64           63         -             189             -
European Derivatives Products                    3,756       4,187      -10.3 %    247,864      272,185       -8.9 %      813,622           12.3 %
Total Interest Rate Products                     1,920       2,471      -22.3 %    126,723      160,613      -21.1 %      443,738           11.2 %
Short Term Interest Rate Products                1,816       2,357      -22.9 %    119,855      153,187      -21.8 %      423,361           12.4 %
Medium and Long Term Interest Rate Products        104         114       -8.9 %      6,868        7,426       -7.5 %       20,377           -8.4 %
Total Equity Products 6                          1,786       1,665        7.3 %    117,861      108,196        8.9 %      359,465           13.7 %
Total Individual Equity Products                 1,116       1,008       10.7 %     73,657       65,520       12.4 %      234,432           17.5 %
Total Equity Index Products                        670         657        2.0 %     44,203       42,676        3.6 %      125,033            7.2 %
of which Bclear                                    637         374       70.1 %     42,014       24,330       72.7 %      145,208           61.7 %
Individual Equity Products                         519         298       74.3 %     34,241       19,350       77.0 %      124,880           65.7 %
Equity Index Products                              118          77       53.7 %      7,773        4,979       56.1 %       20,328           41.0 %
Commodity Products                                  50          52       -4.3 %      3,281        3,375       -2.8 %       10,418           11.8 %
U.S. Derivatives Products - Equity Options 7
NYSE Arca Options Contracts                      1,763       1,281       37.6 %    112,836       80,733       39.8 %      328,292           48.9 %
Total Consolidated Options Contracts            14,388      10,872       32.3 %    920,824      684,924       34.4 %    2,521,133           38.3 %
NYSE Group Share of Total                         12.3 %      11.8 %                  12.3 %       11.8 %                    13.0 %          0.9 %

1 Includes all volume executed in NYSE Group crossing sessions.

2 Represents the total number of shares of equity securities and ETFs internally matched on the NYSE Group's exchanges or routed to and executed at an external market center. NYSE Arca routing includes odd-lots.

3 Represents the total number of shares of equity securities and ETFs executed on the NYSE Group's exchanges.

4 Represents NYSE's volume in FINRA/NYSE Trade Reporting Facility (TRF).

5 Data included in previously identified categories.

6 Includes all trading activities for Bclear, Liffe's clearing service for wholesale equity derivatives.

7 Includes trading in U.S. equity options contracts, not equity-index options.

Source: NYSE Euronext, Options Clearing Corporation and Consolidated Tape as reported for equity securities.

All trading activity is single-counted, except European cash trading which is double counted to include both buys and sells.

                                 NYSE Euronext

                           Selected Statistical Data:

                           Other Operating Statistics



                                                                 Three Months Ended
                                                 September 30,        June 30,         September 30,
(Unaudited)                                          2008               2008               2007
NYSE Euronext Listed Issuers
NYSE Listed Issuers
NYSE listed issuers1                                      2,494           2,517                 2,706
Number of new issuer listings1                               66              94                    54
Capital raised in connection with new
listings ($mm)2                                 $           298       $   4,171       $         8,393
Euronext Listed Issuers
Euronext listed issuers1                                  1,126           1,133                 1,186
Number of new issuer listings3                               25              20                    37
Capital raised in connection with new
listings ($mm)2                                 $           392       $   2,540       $         2,709
NYSE Euronext Market Data4
NYSE Market Data
Share of Tape A revenues (%)                               48.7 %          51.6 %                63.3 %
Share of Tape B revenues (%)                               31.3 %          32.4 %                32.7 %
Share of Tape C revenues (%)                               20.6 %          20.2 %                20.3 %
Professional subscribers (Tape A)                       447,627         454,536               445,606
Euronext Market Data
Number of terminals                                     277,376         221,330               216,654
NYSE Euronext Operating Expenses
NYSE Euronext employee headcount5
NYSE Euronext headcount excluding GL Trade                3,505           3,542                 3,643
GL Trade headcount                                        1,461           1,451                 1,409
NYSE Euronext Financial Statistics
NYSE Euronext foreign exchange rates
Average €/US$ exchange rate for the quarter     $         1.503       $   1.563       $         1.375
Average GBP/US$ exchange rate for the
quarter                                         $         1.893       $   1.972       $         2.022

1 Figures for NYSE listed issuers include listed operating companies, closed-end funds, and do not include NYSE Arca, Inc. or structured products listed on the NYSE. There were 383 ETFs and 17 operating companies exclusively listed on NYSE Arca, Inc. as of September 30, 2008. There were 521 structured products listed on the NYSE as of September 30, 2008. Figures for Euronext present the operating companies listed on Euronext, and do not include closed-end funds, ETFs and structured product (warrants and certificates). At the end of September 30, 125 companies were listed on Alternext, 308 on Free Market and 369 ETFs were listed on NextTrack.

2 Euronext figures show capital raised in millions of dollars by operating companies listed on Euronext, Alternext, Free Market and close-end funds, ETFs and structured products (warrants and certificates). NYSE figures show capital raised in millions of USD by operating companies listed on NYSE and Arca exchanges and do not include closed-end funds, ETFs and structured products.

3 Euronext figures include operating companies listed on Euronext, Alternext and Free Market and do not include closed-end funds, ETFs and structured products (warrants and certificates).

4 "Tape A" represents NYSE listed securities, "Tape B" represents NYSE Arca and Amex listed securities, and "Tape C" represents Nasdaq listed securities. Per the SEC's Regulation NMS, as of April 1, 2007, share of revenues is derived through a formula based on 25% share of trading, 25% share of value traded, and 50% share of quoting, as reported to the consolidated tape. Prior to April 1, 2007, share of revenues for Tapes A and B was derived based on share of trades reported to the consolidated tape, and share of revenue for Tape C was derived based on an average of share of trades and share of volume reported to the consolidated tape. The consolidated tape refers to the collection of market data that multiple markets make available on a consolidated basis. Share figures exclude transactions reported to the FINRA/NYSE Trade Reporting Facility.

5 NYSE Euronext owned approximately 40% of the common equity of GL Trade, which is listed separately on Euronext by Euronext in Paris. The operations of GL Trade are reflected as discontinued operations for NYSE Euronext (see note 4 to the condensed consolidated financial statements). NYSE Euronext headcount includes both the employees of Wombat and AEMS for all periods presented. NYSE Euronext headcount, as of June 30, 2008, excludes 75 employees who left June 30 as part of the voluntary resignation program initiated during 2008.

Source: NYSE Euronext

Activity Assessment

The NYSE and NYSE Arca, Inc. 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. NYSE Group, in turn, collects activity assessment fees from member organizations executing trades on the NYSE and NYSE Arca, and recognizes these amounts when 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.

Cash Trading

The NYSE charges transaction fees for executing trades in NYSE-listed equities on the NYSE as well as on orders that are routed to other market centers for execution. Changes to the pricing structure throughout 2007 and 2008 allowed further alignment of transaction revenue with executed volume.

On NYSE Arca, equity transaction fees are charged to customers for trade execution of equity securities. NYSE Arca earns equity transaction fees for customer orders of equity securities matched internally on NYSE Arca, as well as for customer orders routed out to other market centers.

Euronext generates cash trading revenue from fees charged primarily for the execution of trades of equity and debt securities and other cash instruments on Euronext's cash market, which is comprised of the separate cash markets operated in Amsterdam, Brussels, Lisbon and Paris.

For historical reasons relating to Euronext's prior ownership of Clearnet, part of the trading revenue earned in 2007 consists of a commission paid by LCH.Clearnet to Euronext in exchange for the service provided by Euronext in bringing clients to the clearing house. These commissions were invoiced directly by LCH.Clearnet and retroceded to Euronext. As of January 1, 2008, Euronext no longer receives retrocession fees from LCH.Clearnet, and instead Euronext has been collecting such fees, now referred to as exchange fees, directly from its customers.

Revenue from cash trading in any given period depends primarily on the number of shares traded on NYSE and NYSE Arca, the number of trades executed on Euronext, and the fees charged for execution. The level of trading activity in any period is significantly influenced by a number of factors discussed above under "-Factors Affecting Our Results". NYSE Euronext's cash trading pricing structures continue to be examined closely as part of a broad strategic review of NYSE Euronext's opportunities for revenue growth and efficiency improvement. As a result, we have and may continue to periodically modify our trading pricing structures. NYSE Euronext seeks to better capture value for the services it renders by aligning more closely transaction revenue with executed volume, product expansion and new product development. For example, effective October 1, 2008, we began offering a global pricing rebate to our European customers who exceed certain volume thresholds on each of our Euronext, NYSE and NYSE Arca trading platforms. Transaction fees that NYSE Euronext earns in the future also continue to depend on the effect of certain regulations and rule changes, such as MiFID, which have the potential to impact the competitive environment in which NYSE Euronext operates.

Derivatives Trading

Revenue from derivatives trading consists of fixed per-contract fees for the
(i) execution of trades of derivatives contracts on Euronext's derivatives markets in Paris, London, Amsterdam, Brussels and Lisbon and (ii) execution of options contracts traded on NYSE Arca. In some cases, these fees are subject to caps.

Revenues for fixed per-contract fees are driven by the number of trades executed and fees charged per contract. The principal types of derivative contracts traded 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 activity for all products is also influenced by market conditions and other factors. See also "-Factors Affecting Our Results."

NYSE Euronext operates listing venues through NYSE Group and Euronext.

There are two types of fees applicable to companies listed on the NYSE and NYSE Arca - 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 with the NYSE or NYSE Arca. Original listing fees, however, are not applicable to companies that transfer to the NYSE or NYSE Arca from another listing venue. Fees based on other corporate-related actions are paid by listed companies in connection with corporate actions involving the issuance of new shares to be listed on the NYSE or NYSE Arca, 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.

Annual fees are charged based on the number of outstanding shares of the listed 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 on a pro rata basis over the calendar year. Original fees are recognized as income 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. Unamortized balances are recorded as deferred revenue on the condensed consolidated statements of financial condition.

Listing fees for Euronext's subsidiaries 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 for centralizing shares in IPOs and tender offers. Revenues from annual listing fees relate primarily to the number of shares outstanding.

In general, Euronext has adopted a common set of listing fees for Euronext Paris, Euronext Amsterdam, Euronext Brussels and Euronext Lisbon. Under the harmonized fee book, domestic issuers (i.e., those from France, the Netherlands, . . .