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" and, in Part I, Item 1A. of our Annual Report on Form 10-K, "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.

NYSE Euronext operates under two reportable segments: U.S. Operations and European Operations. NYSE Euronext evaluates segment performance primarily based on operating income.

U.S. Operations consist of the following in NYSE Euronext's U.S. markets:

• obtaining new listings and servicing existing listings;

• providing access to trade execution in cash equities, options and futures;

• selling market and related information and distributing market information to data subscribers;

• issuing trading licenses;

• providing data processing operations;

• providing regulatory services; and

• providing trading technology, software and connectivity to end-users.

European Operations consist of the following in NYSE Euronext's European markets:

• the management of trading in all cash products as well as a wide range of derivatives products and bonds and repos;

• listing of cash instruments;

• the sale of market data and related information;

• settlement of transactions and the safe-custody of physical securities in certain European markets; and

• providing electronic trading solutions as well as software and connectivity to end-users.

In the first quarter of 2009, we decided to create NYSE Technologies ("NYXT") to combine the businesses formerly known as NYSE Euronext Advanced Trading Solutions (including NYSE TransactTools, Wombat, and AEMS) and certain of our market data businesses. As part of this decision, we are evaluating our revenue and expense methodologies. In the second quarter of 2009, we expect to produce discrete financial information for NYXT, at which point we intend to introduce it as a third reportable segment.

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

Factors Affecting Our Results

The business environment in which NYSE Euronext operates directly affects its results of operations. Our results have been and will continue to be affected by many factors, including the level of trading activity in our markets, which during any period is significantly influenced by general market conditions, competition and market share, 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, and legislative and regulatory changes, 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, 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 increased pressure on pricing.

During 2008 and the early part of 2009, there was turmoil in the economy and upheaval in the credit markets. Equity market indices declined throughout this period and the market may remain volatile throughout 2009. Continuing volatility and uncertainty regarding the capital markets have dampened economic activity and have resulted in a decline in volumes and in new listings in some of our markets as well as a deterioration of the economic welfare of our listed companies, which could adversely affect the level of delistings. These factors have adversely affected our revenues and operating income from continuing operations and may negatively impact future growth.

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. We cannot predict whether these government efforts will be successful.

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.

The following tables present selected operating data for the periods presented. U.S. data includes NYSE Amex beginning October 1, 2008. All trading activity is single-counted, except European cash trading which is double-counted to include both buys and sells. The information set forth below is not necessarily indicative of NYSE Euronext's future operations and should be read in conjunction with the rest of this "Management's Discussion and Analysis of Financial Condition and Results of Operations."

                         Volume Summary - Cash Products



                                                Average Daily Volume                 Total Volume
(Unaudited)                                  Q1 '09     Q1 '08     % Chg     Q1 '09      Q1 '08      % Chg
Number of Trading Days - European Markets        63         62        -           63          62        -
Number of Trading Days - U.S. Markets            61         61        -           61          61        -
European Cash Products (trades in
thousands)                                    1,375      1,662     -17.3 %    86,629     103,042     -15.9 %
Equities                                      1,310      1,602     -18.2 %    82,501      99,297     -16.9 %
Exchange-Traded Funds                            14          9      52.6 %       871         562      55.0 %
Structured Products                              46         46       1.6 %     2,915       2,825       3.2 %
Bonds                                             5          6      -6.2 %       342         358      -4.6 %
U.S. Cash Products (shares in millions)       4,026      3,515      14.5 %   245,559     214,433      14.5 %
NYSE Listed Issues 1
NYSE Group Handled Volume 2                   2,924      2,624      11.4 %   178,380     160,087      11.4 %
NYSE Group Matched Volume 3                   2,646      2,382      11.1 %   161,400     145,282      11.1 %
Total NYSE Listed Consolidated Volume         6,375      4,563      39.7 %   388,894     278,340      39.7 %
NYSE Group Share of Total Consolidated
Volume
Handled Volume2                                45.9 %     57.5 %   -11.6 %      45.9 %      57.5 %   -11.6 %
Matched Volume3                                41.5 %     52.2 %   -10.7 %      41.5 %      52.2 %   -10.7 %
NYSE Arca & Amex Listed Issues
NYSE Group Handled Volume 2                     684        412      66.2 %    41,745      25,118      66.2 %
NYSE Group Matched Volume 3                     603        357      69.0 %    36,790      21,769      69.0 %
Total NYSE Arca & Amex Listed Consolidated
Volume                                        2,363      1,173     101.5 %   144,152      71,526     101.5 %
NYSE Group Share of Total Consolidated
Volume
Handled Volume2                                29.0 %     35.1 %    -6.1 %      29.0 %      35.1 %    -6.1 %
Matched Volume3                                25.5 %     30.4 %    -4.9 %      25.5 %      30.4 %    -4.9 %
Nasdaq Listed Issues
NYSE Group Handled Volume 2                     417        479     -13.0 %    25,434      29,229     -13.0 %
NYSE Group Matched Volume 3                     345        397     -13.1 %    21,053      24,221     -13.1 %
Total Nasdaq Listed Consolidated Volume       2,233      2,446      -8.7 %   136,235     149,220      -8.7 %
NYSE Group Share of Total Consolidated
Volume
Handled Volume2                                18.7 %     19.6 %    -0.9 %      18.7 %      19.6 %    -0.9 %
Matched Volume3                                15.5 %     16.2 %    -0.7 %      15.5 %      16.2 %    -0.7 %
Exchange-Traded Funds 1,4
NYSE Group Handled Volume 2                     691        442      56.5 %    42,156      26,941      56.5 %
NYSE Group Matched Volume 3                     610        385      58.3 %    37,191      23,492      58.3 %
Total ETF Consolidated Volume                 2,440      1,248      95.5 %   148,870      76,134      95.5 %
NYSE Group Share of Total Consolidated
Volume
Handled Volume2                                28.3 %     35.4 %    -7.1 %      28.3 %      35.4 %    -7.1 %
Matched Volume3                                25.0 %     30.9 %    -5.9 %      25.0 %      30.9 %    -5.9 %

Please refer to footnotes on the following page.

                     Volume Summary - Derivatives Products



                                                  Average Daily Volume                 Total Volume
(Unaudited; contracts in thousands)            Q1 '09     Q1 '08     % Chg     Q1 '09      Q1 '08      % Chg
Number of Trading Days - European Markets          63         62        -           63          62        -
Number of Trading Days - U.S. Markets              61         61        -           61          61        -
European Derivatives Products                   3,779      4,552     -17.0 %   238,090     282,245     -15.6 %
Total Interest Rate Products 6                  1,987      2,764     -28.1 %   125,184     171,386     -27.0 %
Short Term Interest Rate Products               1,887      2,647     -28.7 %   118,851     164,107     -27.6 %
Medium and Long Term Interest Rate Products       101        117     -14.4 %     6,333       7,279     -13.0 %
Total Equity Products 5                         1,747      1,721       1.5 %   110,043     106,684       3.1 %
Total Individual Equity Products                  535        573      -6.6 %    68,445      62,225      10.0 %
Total Equity Index Products                       513        617     -16.8 %    41,598      44,459      -6.4 %
of which Bclear                                   699        531      31.6 %    44,042      32,935      33.7 %
Individual Equity Products                        552        431      28.0 %    34,761      26,722      30.1 %
Equity Index Products                             147        100      47.0 %     9,281       6,213      49.4 %
Commodity Products                                 45         67     -32.5 %     2,863       4,175     -31.4 %
U.S. Derivatives Products - Equity Options 7
NYSE Arca Options Contracts                     2,281      1,945      17.2 %   139,118     118,674      17.2 %
Total Consolidated Options Contracts           13,125     13,328      -1.5 %   800,611     813,022      -1.5 %
NYSE Group Share of Total                        17.4 %     14.6 %                17.4 %      14.6 %
NYSE Liffe U.S.
Precious Metals Future Volume                    21.0         -                1,282.4          -

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 Data included in previously identified categories.

5 Include currency products.

6 Includes all trading activities for Bclear.

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.

                           Other Operating Statistics



                                                                 Three Months Ended
                                                  March 31,         December 31,        March 31,
(Unaudited)                                          2009               2008               2008
NYSE Euronext Listed Issuers
NYSE Listed Issuers
NYSE listed issuers1                                   3,018                3,108            2,509
Number of new issuer listings1                            50                  711               37
Capital raised in connection with new
listings ($mm)2                                   $      733       $           62       $   19,619
Euronext Listed Issuers
Euronext listed issuers1                               1,055                1,110            1,141
Number of new issuer listings3                             4                   15               18
Capital raised in connection with new
listings ($mm)2                                   $       -        $           25       $      932
NYSE Euronext Market Data
NYSE Market Data4
Share of Tape A revenues (%)                            48.0 %               49.7 %           57.0 %
Share of Tape B revenues (%)                            34.2 %               34.1 %           33.9 %
Share of Tape C revenues (%)                            21.0 %               21.4 %           19.3 %
Professional subscribers (Tape A)                    424,589              450,041          456,752
Euronext Market Data
Number of terminals                                  265,371              275,430          222,990
NYSE Euronext Operating Expenses
NYSE Euronext employee headcount5
NYSE Euronext headcount excluding GL Trade             3,709                3,757            3,933
GL Trade headcount                                       n.a                  n.a            1,395
NYSE Euronext Financial Statistics
NYSE Euronext foreign exchange rates
Average €/US$ exchange rate for the quarter       $    1.306       $        1.319       $    1.499
Average GBP/US$ exchange rate for the quarter     $    1.437       $        1.570       $    1.978

1 Figures for NYSE listed issuers include listed operating companies, SPACs, and closed-end funds, and ETFs, and do not include NYSE Arca, Inc. or structured products listed on the NYSE. There were 1,048 ETFs and 9 operating companies exclusively listed on NYSE Arca, Inc. as of March 31, 2009. There were 492 structured products listed on the NYSE as of March 31, 2009. Figures for new issuer listings include NYSE new listings and new ETP listings only (NYSE Amex and NYSE Arca are excluded).

Figures for Euronext present the operating companies listed on Euronext, and do not include NYSE Alternext, Free Market, closed-end funds, ETFs and structured product (warrants and certificates). As of March 31, 2009, 127 companies were listed on NYSE Alternext, 307 on Free Market and 427 ETFs were listed on NextTrack.

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

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

4 "Tape A" represents NYSE listed securities, "Tape B" represents NYSE Arca and NYSE 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 and dissemination of market data that multiple markets make available on a consolidated basis. Share figures exclude transactions reported to the FINRA/NYSE Trade Reporting Facility.

5 NYSE Euronext sold its 40% stake in GL Trade in October 2008. NYSE Euronext headcount includes both the employees of NYXT and NYSE Amex for all periods presented.

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

Activity Assessment

Our U.S. securities exchanges 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 our U.S. securities exchanges, 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

In our U.S. Operations, NYSE charges transaction fees for executing trades in NYSE-listed equities on the NYSE, NYSE Arca, and NYSE Amex, as well as on orders that are routed to other market centers for execution. Changes to the pricing structure throughout 2008 and 2009 allowed further alignment of transaction revenue with executed volume.

In our European Operations, 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.

Revenue from cash trading in any given period depends primarily on the number of shares traded on our U.S. securities exchanges, 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 execution of trades of derivatives contracts on NYSE Liffe and executing options contracts traded on NYSE Arca and NYSE Amex. 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."

Listings

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 not applicable to companies that transfer to one of our U.S. securities exchanges from another listing venue. 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.

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 and NYSE Amex. Unamortized balances are recorded as deferred revenue on the condensed consolidated statements of financial condition.

Listing fees for Euronext 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, 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 50% 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. 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.

Market Data

In our U.S. Operations, 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. 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 securities are disseminated through "Tape A," which constitutes the majority of the NYSE's revenues from consortium-based market data revenues. We also receive a share of the revenues from "Tape B" and "Tape C", which represents data related to trading of certain securities that are listed on NYSE Arca, NYSE Amex, other regional exchanges and Nasdaq, respectively. These revenues are influenced by demand for the data by professional and nonprofessional subscribers. In addition,

On a pilot basis, NYSE Euronext offers a new data product, NYSE Euronext Real-Time 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 are now displaying NYSE Real-Time stock prices on their respective websites.

In our European Operations, 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 . . .