Acquisitions

NYSE Acquisition

On November 13, 2013, the Company acquired 100% of NYSE for a combination of cash and stock. The total purchase price was $11.1 billion and included cash consideration of $2.7 billion and the issuance of 42.4 million shares of the Company's common stock to NYSE stockholders. The fair value of the shares issued was $8.4 billion based on the closing share price of the Company's common stock of $197.80 per share on November 12, 2013.

Under purchase accounting, the total purchase price was allocated to NYSE’s preliminary net tangible and identifiable intangible assets based on the estimated fair values of those assets as of November 13, 2013, as set forth below. The excess of the purchase price over the preliminary net tangible and identifiable intangible assets was recorded as goodwill. Goodwill represents potential revenue synergies related to clearing and new product development, expense synergies related to technology and clearing, and opportunities to enter new markets. The preliminary purchase price allocation is as follows (in millions):



Property and equipment	$	637
Goodwill	7,370
Identifiable intangible assets	8,521
Other assets and liabilities, net	180
Deferred tax liabilities on identifiable intangible assets	(2,763		)
Short-term and long-term debt	(2,529		)
Non-controlling interests	(327		)
Total preliminary purchase price allocation	$	11,089

In performing the preliminary purchase price allocation, the Company considered, among other factors, the intended future use of acquired assets, analysis of historical financial performance and estimates of future performance of NYSE’s business. The preliminary allocation of the purchase price will be finalized upon the completion of the fair value analysis of the acquired assets and liabilities, including the preliminary identifiable intangible assets. During the six months ended June 30, 2014, the Company adjusted the preliminary purchase price allocation based on updated fair value analyses of the NYSE tangible and intangible assets and liabilities. The fair value adjustments reflected in the tables above and below, primarily result in an increase in the customer relationships intangible assets of $60 million, an increase in the deferred tax liabilities on identifiable intangible assets of $29 million, an increase in other assets and liabilities, net of $21 million, and a corresponding decrease to goodwill of $52 million. The income statement impact for 2013 relating to these fair value adjustments is not material to the consolidated financial statements. The Company has not yet obtained all of the information related to the fair value of the acquired assets and liabilities related to the acquisition to finalize the purchase price allocation. The primary areas of the preliminary purchase price allocation that are not yet finalized relate to the valuation of income taxes and certain other tangible assets and liabilities.

The following table sets forth the components of the preliminary intangible assets and the net book value as of June 30, 2014 (in millions, except years):



Preliminary Intangible Assets	Preliminary Acquisition-Date Fair Value		Foreign Currency Translation		De-Consolidation of Euronext (Note 13)			Accumulated Amortization			Net Book Value		Useful Life
Exchange registrations and licenses	$	6,960	$	140	$	(1,258	)	$	—		$	5,842	Indefinite
Customer relationships	1,128		21		(165		)	(35		)	949		17-25 years
Trade names	320		—		(30		)	(2		)	288		3 years to Indefinite
Developed technology	113		1		(19		)	(23		)	72		3 years
Total	$	8,521	$	162	$	(1,472	)	$	(60	)	$	7,151

The Company has incurred $46 million and $29 million in employee termination costs related to continuing operations during the six months and three months ended June 30, 2014, respectively, following the acquisition, with such costs included in acquisition-related transaction and integration costs.

The financial information in the table below summarizes the combined results of operations of the Company and NYSE, on a pro forma basis, as though the companies had been combined as of January 1, 2013. The pro forma financial information is presented for informational purposes only and is not indicative of the actual results of operations that would have been achieved if the acquisition had taken place at the beginning of the period presented. Such pro forma financial information is based on the historical financial statements of the Company and NYSE and include the results of Euronext and the NYSE Technology companies as discontinued operations. This pro forma financial information is based on estimates and assumptions that have been made solely for purposes of developing such pro forma information, including, without limitation, preliminary purchase accounting adjustments. The pro forma financial information does not reflect any synergies or operating cost reductions that may be achieved from the combined operations. The pro forma financial information combines the historical results for the Company and NYSE for six months and three months ended June 30, 2013 in the following table (in millions, except per share amounts):



	Six Months Ended June 30, 2013		Three Months Ended June 30, 2013
Total revenues, less transaction-based expenses	$	1,558	$	795
Operating income	$	733	$	374
Income from continuing operations	$	481	$	250
Income from discontinued operations, net of tax	$	112	$	78
Net income attributable to the Company	$	593	$	328
Basic earnings per common share:
Continuing operations	$	4.19	$	2.17
Discontinued operations	0.98		0.68
Basic earnings per share	$	5.17	$	2.85
Diluted earnings per common share:
Continuing operations	$	4.17	$	2.16
Discontinued operations	0.97		0.68
Diluted earnings per share	$	5.14	$	2.84

SMX Acquisition

On February 3, 2014, the Company acquired 100% of the outstanding common stock of SMX. The acquisition included Singapore Mercantile Exchange Clearing Corporation Pte. Ltd. (“SMXCC”), a wholly-owned subsidiary of SMX, that is the clearing house for all SMX trades. SMX operated futures markets in Singapore across metals, currencies, energy and agricultural commodities and SMXCC cleared the contracts executed on SMX. SMX and SMXCC retain licenses to operate as an approved exchange and an approved clearing house, regulated by the Monetary Authority of Singapore. These licenses provided the Company with exchange and clearing licenses in Asia. The exchange and clearing infrastructures are expected to transition to the ICE trading and clearing platforms in the coming months. As a result, a period of business transition is currently underway and the exchange and clearing house have been temporarily closed. The financial results of SMX are not expected to be material to the Company's results of operations for 2014. On April 22, 2014, SMX and SMXCC were renamed ICE Futures Singapore and ICE Clear Singapore, respectively.

The SMX purchase price was allocated to the net tangible and identifiable intangible assets based on the fair value of those assets as of February 3, 2014. The net tangible and identifiable intangible assets acquired were $49 million, inclusive of intangible assets of $31 million for exchange registrations and licenses, which have been assigned an indefinite life. The excess of the purchase price over the net tangible and identifiable intangible assets was $101 million and was recorded as goodwill.