EURONEXT_Registration_Document_2017

5

OPERATING AND FINANCIAL REVIEW

Overview

 make any substantial change to the general nature of Euronext business;  retain a (private rating). Euronext is permitted, among other things, to dispose of assets in the ordinary course of trading on arm’s length terms for full market value without restriction, and otherwise where the aggregate fair value of the assets disposed of does not exceed 5% of Euronext consolidated total assets in any financial year. In case of a downgrading event of Euronext, belowBBB+ or equivalent by rating agencies, Euronext shall ensure that the leverage ratio as defined in the Bank Loan Agreement would not be greater than 3.5x. Events of Default The Bank Loan contains customary events of default, in each case with customary and appropriate grace periods and thresholds, including, but not limited to:

 non-payment of principal or interest;  violation of financial covenants or other obligations;  representations or statements being materially incorrect or misleading;  cross-default and cross-acceleration relating to indebtedness of at least €50.0 million;  certain liquidation, insolvency, winding-up or bankruptcy events;  creditors’ process and attachment having an aggregate value of more than €25.0 million;  invalidity and unlawfulness;  cessation of business;  loss of any license required to carry on the Company’s or any material subsidiary’s business; and  repudiation by the Company of a finance document. The fair value of the Bank Loan approximates its carrying value.

5.1.11 CONTRACTUAL OBLIGATIONS The table below summarises Euronext debt, future minimum payment lease obligations under non-cancellable operating leases and capital expenditure commitments as at 31 December 2017:

PAYMENTS DUE BY YEAR

TOTAL 164,885

2018 2019-2022 THEREAFTER

NOTES

In thousands of euros

Debt (principal and accrued interest obligations)

203

164,682

-

Note 32.1, “Liquidity risk”

Debt (future interest obligations)

2,215

975

1,240

-

Note 34.2, “Non-cancellable operating leases”

Operating leases – minimum payments

61,362

17,078

34,171

10,113

Note 34.1, “Capital Commitments”

Capital expenditure commitments

1,162

662

500

-

TOTAL

229,624

18,918

200,593

10,113

5.1.12 OFF-BALANCE SHEET ARRANGEMENTS

Capital Expenditures Euronext’s capital expenditures were €23.9 million and €14.8 million for the years ended 31 December 2017 and 2016, respectively. Capital expenditures increased in 2017 when compared to 2016, which is primarily driven by investments in Euronext’s new trading platform (Optiq®) and “Agility for Growth” initiatives. Euronext’s capital expenditure requirements depend on many factors, including the rate of its trading volume growth, strategic plans and acquisitions, required technology initiatives, regulatory requirements, the timing and introduction of new products and enhancements to existing products, the geographic mix of Euronext’s business, and the continuing market acceptance of its electronic platform. For the year ending 31 December 2017, Euronext has made operational capital expenditures as well as incurred capitalised software development costs. These expenditures were aimed at enhancing Euronext technology and supporting the continued expansion of Euronext’s businesses. In 2017, Euronext spent approximately €6.1 million on hardware and investments in properties and €17.8 million on development efforts and acquisition of third party licenses.

Euronext is not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on Euronext’s financial condition, results of operations, liquidity, capital expenditure or capital resources, other than the €250 million revolving credit facility under the Facilities Agreement and the commitments described in Note 34 of the Consolidated Financial Statements. 5.1.13 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As a result of its operating and financing activities, the Group is exposed to market risks such as interest rate risk, currency risk and credit risk. The Group has implemented policies and procedures designed to measure, manage, monitor and report risk exposures, which are regularly reviewed by the appropriate management and supervisory bodies. The Group’s central treasury team is charged

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2017 REGISTRATION DOCUMENT