| 6. FINANCIAL
STATEMENTS |
6.3. NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
6.3.1. Notes to the consolidated income statement
6.3.1.1. Other income

Included in “Other” are various types of miscellaneous income such
as events, disposal of assets and trademark royalties received.
Also included is a deferred transaction amount received in 2003 related
to the sale of IT connections in 2001 of €1.8 million. |
6.3.1.2. Salaries and employee benefits

(*)In 2004, 164 FTE's in SBY Clearing will
either be transferred or recharged to LCH.Clearnet.
The split in FTE's per activity is as follows(*):

(*)Due to the new organisation structure per
business unit, effective since 1st March 2003, a similar split in
the comparative number of FTE's for 2002 is not available.
(**)In 2004 these FTE's will either be transferred or recharged to
LCH.Clearnet. |
6.3.1.3. Depreciation
 |
6.3.1.4. IT expenses

IT-invoices received from AtosEuronext SBF in the reporting period
amounted to €167.0 million (2002: €173.8 million), of which €15.2
million were capitalised (2002: 21.2 million) and €151.8 million were
charged to the income statement (2002: 152.6 million). |
6.3.1.5. Office, telecom and consultancy

Included in “Other office, telecom and consultancy” are advisory fees
charged in relation with special projects. |
6.3.1.6. Accommodation
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6.3.1.7. Marketing
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6.3.1.8. Other expenses

The allowance of provisions, other than personnel, is included under
the heading “Other”. |
6.3.1.9. Goodwill amortisation

Since its acquisition in 2002 the activities in Lisbon have been the
subject of integration with those of other Group entities and in some
cases activities have been divested. In the light thereof, management
has performed an analysis of the conditions that were considered at
the time of acquisition in comparison with the current budget and
activities. The value in use is based on discounted cash-flows, at
a rate of 9.5%. The business model of Interbolsa is changing. Management
has concluded that the goodwill paid on the acquisition should be
considered impaired for an amount of €13.8 million. |
6.3.1.10. Net financing income

The losses and gain on disposal reflect results on the sale of available-for-sale
shares.
The carrying amount of the investment Atos Origin S.A. accounted in
the line “Revaluation of held-for-trading assets to fair value”, increased
by €8.9 million following adjustment of revaluation to reflect higher
market value of shares at year-end 2003.
Lower market value at year-end 2002 had led to a €15.7 million provision
of the investment. |
6.3.1.11. Impairment of investment
The increased competition in the settlement- and custody business
in Europe led to a lower discounted cash-flow appraisal.
Accordingly, and on the basis of the Group’s direct shareholding of
2.35% in Euroclear plc, an impairment of an amount of €47.1 million
has been included in the income statement for the period.
6.3.1.12. Gain on disposal of discontinued operation

On 25th June 2003, the Boards of Euronext N.V., BCC/Clearnet and London
Clearing House announced their intention to merge Clearnet and London
Clearing House under a new independent UK holding company called LCH.Clearnet
Group Limited.
On 22nd December 2003, the Group sold its 80.48% stake in the share
capital of BCC/Clearnet and 17.7% in that of LCH to LCH.Clearnet Group
Limited in exchange of 49.1% in the newly formed company. Subsequently,
the Group sold 7.6% of these shares in 2003. The remaining interest
in LCH.Clearnet Group Limited is divided into 16.6% Redeemable Convertible
Preference shares and 24.9% of total capital in the form of ordinary
shares.
Whilst in the possession of the Group, the Redeemable Convertible
Preference Shares are intended to be either redeemed or converted
into ordinary shares or to be sold in coming years. Reference is also
made to note 6.3.5 "Discontinued
operations". |
6.3.1.13. (Loss)/gain on sale of associates/subsidiaries

BCC/Clearnet, Necigef and NIEC
In February 2002 the Group and Euroclear plc agreed that Euroclear
plc would exercise its option to acquire 20% of the shares of BCC/Clearnet.
In addition the Group and Euroclear plc finalised the agreement for
the sale of the shares of Necigef B.V. and NIEC B.V. to Euroclear
plc. Necigef B.V. and NIEC B.V. are the central securities depositories
in the Netherlands.
For these two transactions the Group has been attributed a 2.9% share
in Euroclear plc as consideration. The shares are received in two
tranches, 2.25% in 2002 and 0.65% at the beginning of 2004. The consideration
given by Euroclear plc to the Group will also include the dividend
(if any) which Euroclear plc would have paid on these latter shares
if they had been issued directly. Meanwhile the 2.9% interest diluted
to 2.35% as a result of the merger between Euroclear plc and CRESTCo.
The transfer of settlement business of CIK S.A./N.V. to Euroclear
plc will be finalised in exchange of an additional 0.1% share in Euroclear
plc (0.08% as per dilution).
STOXX Ltd
On 3rd December 2002 the 25% share of the Group in STOXX Ltd, Zurich
was sold for a consideration of €7.5 million. The transaction resulted
in a capital gain of €5.5 million.
Other
Other gain and losses on sale of associates/subsidiaries reflects
the loss on liquidating non-consolidated subsidiaries. |
6.3.1.14. Income from associates/joint ventures

The share in the results of NQLX LLC reflects the period prior to
24th July 2003. On that date, the Group became the sole shareholder
of NQLX LLC. The net assets, results and cash-flows of NQLX LLC have
been fully consolidated in the Group’s financial statements from 24th
July 2003 onwards (see also notes 6.3.2.3
and 6.3.7). |
6.3.1.15. Income tax expense
Reconciliation of effective tax charge

Part of the gain achieved from the sale of the Group's share in BCC/Clearnet
in 2003 is subject to taxation at the moment of disposal of the Group's
interest in LCH.Clearnet, for which a deferred tax liability of €37.2
million is formed which is charged to 2003 income. The remainder of
the gain is tax exempt.
The influence of the effect of participation exemption relates to
the gain on the Group's share in the sale of BCC/Clearnet which is
only partially tax exempt.
Furthermore this item includes the Group's share in the losses of
NQLX LLC for the period prior to its full acquisition in July 2003.
The tax exempt gain on sale of Necigef, NIEC and 20% of BCC/Clearnet
in 2002 is included in the effect of participation exemption in 2002.
The non-deductible expenses mainly consist of amortisation and impairment
of goodwill and other assets.
The amounts over provided in previous years is explained by certain
acquisition costs of foreign entities that became tax deductible following
general Dutch tax court decision. |
6.3.1.16. Minority interests

The Group controls GL Trade S.A. through a 51% participation in Financière
Montmartre which holds 51.3% of GL Trade S.A. In addition, the Group
holds 1.1% directly in GL Trade S.A.
The share of Euroclear plc in the results of BCC/Clearnet reflects
their 19.52% interest in the period prior to 22nd December 2003. From
that date onwards, the results of BCC/Clearnet are no longer included
in the Group’s consolidated accounts (see also note 6.3.1.11). |
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