Condensed Consolidating Financial Statements

In connection with the Company's acquisition of NYSE in November 2013, ICE, Intercontinental Exchange Holdings, Inc. and NYSE established various guarantees to protect against structural subordination of each entities’ existing indebtedness. Each of Intercontinental Exchange Holdings, Inc. and NYSE are wholly-owned subsidiaries of ICE, and each fully and unconditionally guaranteed, on an unsecured and unsubordinated basis, the payment of principal, premium, if any, and interest of ICE’s Senior Notes and, following its establishment, the Commercial Paper Program. Similarly, ICE and Intercontinental Exchange Holdings, Inc. each fully and unconditionally guaranteed, on an unsecured and unsubordinated basis, the payment of principal, premium, if any, and interest of the NYSE Notes. Finally, ICE and NYSE each fully and unconditionally guaranteed, on an unsecured and unsubordinated basis, the payment of principal, premium, if any, and interest of the 2011 Credit Facilities and the 364 Day Facility. All of the guarantees are joint and several with all other guarantees and indebtedness. ICE’s guarantees, as a standalone entity, will remain in place until each applicable debt obligation has been satisfied.

As discussed in Note 6, the Company entered into the 2014 Credit Facility and terminated the 2011 Credit Facilities and the 364 Day Facility on April 3, 2014. Upon the termination of the 2011 Credit Facilities and the 364 Day Facility, Intercontinental Exchange Holdings, Inc.'s guarantees were no longer required and therefore Intercontinental Exchange Holdings, Inc.'s guarantees were automatically released in accordance with their terms on April 3, 2014. In connection with the Company's entry into the 2014 Credit Facility, NYSE agreed to guarantee the 2014 Credit Facility as a subsidiary guarantor.

For as long as NYSE remains a guarantor of the 2014 Credit Facility, it will remain a guarantor of the Senior Notes and the Commercial Paper Program. The Company expects that NYSE’s guarantee of the 2014 Credit Facility, the Senior Notes and the Commercial Paper Program will be released when the NYSE Notes have been repaid, as the 2014 Credit Facility provides that NYSE’s guarantee will be released in accordance with their terms if certain conditions are satisfied, including compliance with the covenant limiting the amount of indebtedness of non-obligor subsidiaries and an investment-grade credit rating.

The following consolidating financial information sets forth, under the equity method of accounting, the condensed consolidating statements of income and comprehensive income, the condensed consolidating balance sheets, and the condensed consolidating statements of cash flows for (i) ICE; (ii) NYSE; (iii) the subsidiary non-guarantors; (iv) elimination entries necessary to consolidate each of ICE and NYSE with the non-guarantor subsidiaries; and (v) the Company on a consolidated basis. As discussed in Note 1, ICE Group was formed on March 6, 2013 for purposes of effecting the acquisition of NYSE. Therefore, the condensed consolidating statements for periods prior thereto reflect how these statements would have been presented had the Company been established for all periods presented. The condensed consolidating financial statements only include activity related to NYSE for the period subsequent to November 13, 2013, the closing date of the acquisition, for the condensed consolidating statements of income, comprehensive income and cash flows. The condensed consolidating financial information has been retrospectively restated to reflect Intercontinental Exchange Holdings, Inc. no longer being a guarantor of the Senior Notes. The condensed consolidating financial information should be read in conjunction with the accompanying consolidated financial statements.

Intercontinental Exchange, Inc.

Condensed Consolidating Balance Sheets

As of June 30, 2014

(In millions)



	ICE (Parent)		Subsidiary Guarantor - NYSE			Subsidiary Non-Guarantors		Consolidating Adjustments			Consolidated Total
Current assets:
Cash and cash equivalents	$	—	$	—		$	2,057	$	—		$	2,057
Intercompany receivable	1,724		—			2,276		(4,000		)	—
Margin deposits and guaranty funds	—		—			46,872		—			46,872
Notes receivable from affiliate, current	—		3,325			1,295		(4,620		)	—
Other current assets	26		—			1,262		(26		)	1,262
Total current assets	1,750		3,325			53,762		(8,646		)	50,191
Property and equipment, net	—		—			845		—			845
Other non-current assets:
Goodwill and other intangible assets, net	—		—			16,540		—			16,540
Investment in subsidiaries	14,891		11,698			—		(26,589		)	—
Notes receivable from affiliate, non-current	—		—			—		—			—
Other non-current assets	26		17			863		—			906
Total other non-current assets	14,917		11,715			17,403		(26,589		)	17,446
Total assets	$	16,667	$	15,040		$	72,010	$	(35,235	)	$	68,482

Current liabilities:
Short-term debt	$	368	$	1,315		$	—	$	—		$	1,683
Margin deposits and guaranty funds	—		—			46,872		—			46,872
Intercompany payable	—		1,692			2,308		(4,000		)	—
Notes payable to affiliates, current	1,646		—			2,974		(4,620		)	—
Other current liabilities	16		—			1,125		(26		)	1,115
Total current liabilities	2,030		3,007			53,279		(8,646		)	49,670
Non-current liabilities:
Long-term debt	1,394		854			—		—			2,248
Notes payable to affiliates, non-current	—		—			—		—			—
Other non-current liabilities	—		—			3,024		—			3,024
Total non-current liabilities	1,394		854			3,024		—			5,272
Total liabilities	3,424		3,861			56,303		(8,646		)	54,942
Redeemable non-controlling interest	—		—			261		—			261

Equity:
Retained earnings	2,878		346			544		(890		)	2,878
Equity from parent	—		11,044			14,208		(25,252		)	—
Other shareholders' equity	10,365		(211		)	658		(447		)	10,365
Total shareholders' equity	13,243		11,179			15,410		(26,589		)	13,243
Non-controlling interest in consolidated subsidiaries	—		—			36		—			36
Total equity	13,243		11,179			15,446		(26,589		)	13,279
Total liabilities and equity	$	16,667	$	15,040		$	72,010	$	(35,235	)	$	68,482

Intercontinental Exchange, Inc.

Condensed Consolidating Balance Sheets

As of December 31, 2013

(In millions)



	ICE (Parent)		Subsidiary Guarantor - NYSE			Subsidiary Non-Guarantors		Consolidating Adjustments			Consolidated Total
Current assets:
Cash and cash equivalents	$	2	$	—		$	959	$	—		$	961
Intercompany receivable	1,395		2,398			—		(3,793		)	—
Margin deposits and guaranty funds	—		—			42,216		—			42,216
Note receivable from affiliate, current	—		—			28		(28		)	—
Other current assets	4		1			1,077		—			1,082
Total current assets	1,401		2,399			44,280		(3,821		)	44,259
Property and equipment, net	—		—			891		—			891
Other non-current assets:
Goodwill and other intangible assets, net	—		—			18,905		—			18,905
Investment in subsidiaries	14,019		11,383			3,637		(29,039		)	—
Note receivable from affiliate, non-current	—		—			597		(597		)	—
Other non-current assets	14		11			745		(7		)	763
Total other non-current assets	14,033		11,394			23,884		(29,643		)	19,668
Total assets	$	15,434	$	13,793		$	69,055	$	(33,464	)	$	64,818

Current liabilities:
Short-term debt	$	1,080	$	—		$	55	$	—		$	1,135
Margin deposits and guaranty funds	—		—			42,216		—			42,216
Intercompany payable	—		—			3,793		(3,793		)	—
Notes payable to affiliates, current	—		—			28		(28		)	—
Other current liabilities	20		—			971		—			991
Total current liabilities	1,100		—			47,063		(3,821		)	44,342
Non-current liabilities:
Long-term debt	1,393		2,206			324		—			3,923
Notes payable to affiliates, non-current	358		239			—		(597		)	—
Other non-current liabilities	—		—			3,623		(7		)	3,616
Total non-current liabilities	1,751		2,445			3,947		(604		)	7,539
Total liabilities	2,851		2,445			51,010		(4,425		)	51,881
Redeemable non-controlling interest	—		—			322		—			322

Equity:
Retained earnings	2,482		(20		)	654		(634		)	2,482
Equity from parent	—		11,089			16,582		(27,671		)	—
Other shareholders' equity	10,101		279			455		(734		)	10,101
Total shareholders' equity	12,583		11,348			17,691		(29,039		)	12,583
Non-controlling interest in consolidated subsidiaries	—		—			32		—			32
Total equity	12,583		11,348			17,723		(29,039		)	12,615
Total liabilities and equity	$	15,434	$	13,793		$	69,055	$	(33,464	)	$	64,818

Intercontinental Exchange, Inc.

Condensed Consolidating Statements of Income

Six Months Ended June 30, 2014

(In millions)



	ICE (Parent)			Subsidiary Guarantor - NYSE			Subsidiary Non-Guarantors			Consolidating Adjustments			Consolidated Total
Revenues:
Transaction and clearing fees, net	$	—		$	—		$	1,482		$	—		$	1,482
Market data fees	—			—			199			—			199
Listing fees and other revenues	—			—			390			—			390
Intercompany revenues	—			—			4			(4		)	—
Total revenues	—			—			2,075			(4		)	2,071
Transaction-based expenses	—			—			524			—			524
Total revenues, less transaction-based expenses	—			—			1,551			(4		)	1,547
Operating expenses:
Compensation and benefits	1			—			303			—			304
Technology and communication	—			—			90			—			90
Acquisition-related transaction and integration costs	—			6			56			—			62
Selling, general, administrative and other	—			—			212			—			212
Depreciation and amortization	—			—			161			—			161
Intercompany expenses	—			—			4			(4		)	—
Total operating expenses	1			6			826			(4		)	829
Operating income (loss)	(1		)	(6		)	725			—			718
Total other expense, net	(25		)	(27		)	16			—			(36		)
Income (loss) from continuing operations before income taxes	(26		)	(33		)	741			—			682
Income tax expense (benefit)	(14		)	—			208			—			194
Equity earnings from subsidiaries	511			381			—			(892		)	—
Income from continuing operations	499			348			533			(892		)	488
Income from discontinued operations, net of tax	—			—			21			—			21
Net income	$	499		$	348		$	554		$	(892	)	$	509
Net income attributable to non-controlling interest	—			—			(22		)	—			(22		)
Net income attributable to ICE	$	499		$	348		$	532		$	(892	)	$	487

Intercontinental Exchange, Inc.

Condensed Consolidating Statements of Comprehensive Income

Six Months Ended June 30, 2014

(In millions)



	ICE (Parent)		Subsidiary Guarantor - NYSE			Subsidiary Non-Guarantors			Consolidating Adjustments			Consolidated Total
Net income	$	499	$	348		$	554		$	(892	)	$	509
Other comprehensive income:
Foreign currency translation adjustments	—		1			83			—			84
Change in fair value of available-for-sale-securities	—		—			118			—			118
Change in fair value of net investment hedge	—		—			21			—			21
Total other comprehensive income	—		1			222			—			223
Comprehensive income of subsidiaries	228		(136		)	—			(92		)	—
Comprehensive income	727		213			776			(984		)	732
Comprehensive income attributable to non-controlling interests	—		—			(22		)	—			(22		)
Comprehensive income attributable to ICE	$	727	$	213		$	754		$	(984	)	$	710

Intercontinental Exchange, Inc.

Condensed Consolidating Statements of Income

Three Months Ended June 30, 2014

(In millions)



	ICE (Parent)			Subsidiary Guarantor - NYSE			Subsidiary Non-Guarantors			Consolidating Adjustments			Consolidated Total
Revenues:
Transaction and clearing fees, net	$	—		$	—		$	721		$	—		$	721
Market data fees	—			—			96			—			96
Listing fees and other revenues	—			—			194			—			194
Intercompany revenues	—			—			2			(2		)	—
Total revenues	—			—			1,013			(2		)	1,011
Transaction-based expenses	—			—			261			—			261
Total revenues, less transaction-based expenses	—			—			752			(2		)	750
Operating expenses:
Compensation and benefits	—			—			150			—			150
Technology and communication	—			—			44			—			44
Acquisition-related transaction and integration costs	—			4			33			—			37
Selling, general, administrative and other	—			—			111			—			111
Depreciation and amortization	—			—			81			—			81
Intercompany expenses	—			—			2			(2		)	—
Total operating expenses	—			4			421			(2		)	423
Operating income (loss)	—			(4		)	331			—			327
Total other expense, net	(11		)	(22		)	26			—			(7		)
Income (loss) from continuing operations before income taxes	(11		)	(26		)	357			—			320
Income tax expense (benefit)	(9		)	—			102			—			93
Equity earnings from subsidiaries	240			163			—			(403		)	—
Income from continuing operations	238			137			255			(403		)	227
Income from discontinued operations, net of tax	—			—			8			—			8
Net income	$	238		$	137		$	263		$	(403	)	$	235
Net income attributable to non-controlling interest	—			—			(9		)	—			(9		)
Net income attributable to ICE	$	238		$	137		$	254		$	(403	)	$	226

Intercontinental Exchange, Inc.

Condensed Consolidating Statements of Comprehensive Income

Three Months Ended June 30, 2014

(In millions)



	ICE (Parent)		Subsidiary Guarantor - NYSE			Subsidiary Non-Guarantors			Consolidating Adjustments			Consolidated Total
Net income	$	238	$	137		$	263		$	(403	)	$	235
Other comprehensive income:
Foreign currency translation adjustments	—		—			39			—			39
Change in fair value of available-for-sale-securities	—		—			58			—			58
Change in fair value of net investment hedge	—		—			21			—			21
Total other comprehensive income	—		—			118			—			118
Comprehensive income of subsidiaries	123		(50		)	—			(73		)	—
Comprehensive income	361		87			381			(476		)	353
Comprehensive income attributable to non-controlling interests	—		—			(9		)	—			(9		)
Comprehensive income attributable to ICE	$	361	$	87		$	372		$	(476	)	$	344

Intercontinental Exchange, Inc.

Condensed Consolidating Statements of Income

Six Months Ended June 30, 2013

(In millions)



	ICE (Parent)		Subsidiary Non-Guarantors			Consolidating Adjustments			Consolidated Total
Revenues:
Transaction and clearing fees, net	$	—	$	619		$	—		$	619
Market data fees	—		81			—			81
Other revenues	—		24			—			24
Intercompany revenues	—		—			—			—
Total revenues	—		724			—			724
Transaction-based expenses	—		—			—			—
Total revenues, less transaction-based expenses	—		724			—			724
Operating expenses:
Compensation and benefits	—		133			—			133
Technology and communication	—		23			—			23
Acquisition-related transaction costs	—		26			—			26
Selling, general, administrative and other	—		52			—			52
Depreciation and amortization	—		65			—			65
Intercompany expenses	—		—			—			—
Total operating expenses	—		299			—			299
Operating income (loss)	—		425			—			425
Total other expense, net	—		(17		)	—			(17		)
Income (loss) from continuing operations before income taxes	—		408			—			408
Income tax expense (benefit)	—		113			—			113
Equity earnings from subsidiaries	289		—			(289		)	—
Income from continuing operations	289		295			(289		)	295
Income from discontinued operations, net of tax	—		—			—			—
Net income	$	289	$	295		$	(289	)	$	295
Net income attributable to non-controlling interest	—		(6		)	—			(6		)
Net income attributable to ICE	$	289	$	289		$	(289	)	$	289

Intercontinental Exchange, Inc.

Condensed Consolidating Statements of Comprehensive Income

Six Months Ended June 30, 2013

(In millions)



	ICE (Parent)		Subsidiary Non-Guarantors		Consolidating Adjustments			Consolidated Total
Net income	$	289	295		$	(289	)	$	295
Other comprehensive loss:
Foreign currency translation adjustments	—		(44	)	—			(44		)
Change in fair value of available-for-sale-securities	—		(62	)	—			(62		)
Total other comprehensive loss	—		(106	)	—			(106		)
Comprehensive loss of subsidiaries	183		—		(183		)	—
Comprehensive income	472		189		(472		)	189
Comprehensive income attributable to non-controlling interests	—		(6	)	—			(6		)
Comprehensive income attributable to ICE	$	472	183		$	(472	)	$	183

Intercontinental Exchange, Inc.

Condensed Consolidating Statements of Income

Three Months Ended June 30, 2013

(In millions)



	ICE (Parent)		Subsidiary Non-Guarantors			Consolidating Adjustments			Consolidated Total
Revenues:
Transaction and clearing fees, net	$	—	$	319		$	—		$	319
Market data fees	—		40			—			40
Other revenues	—		13			—			13
Intercompany revenues	—		—			—			—
Total revenues	—		372			—			372
Transaction-based expenses	—		—			—			—
Total revenues, less transaction-based expenses	—		372			—			372
Operating expenses:
Compensation and benefits	—		67			—			67
Technology and communication	—		12			—			12
Acquisition-related transaction costs	—		8			—			8
Selling, general, administrative and other	—		27			—			27
Depreciation and amortization	—		33			—			33
Intercompany expenses	—		—			—			—
Total operating expenses	—		147			—			147
Operating income (loss)	—		225			—			225
Total other expense, net	—		(8		)	—			(8		)
Income (loss) from continuing operations before income taxes	—		217			—			217
Income tax expense (benefit)	—		59			—			59
Equity earnings from subsidiaries	154		—			(154		)	—
Income from continuing operations	154		158			(154		)	158
Income from discontinued operations, net of tax	—		—			—			—
Net income	$	154	$	158		$	(154	)	$	158
Net income attributable to non-controlling interest	—		(4		)	—			(4		)
Net income attributable to ICE	$	154	$	154		$	(154	)	$	154

Intercontinental Exchange, Inc.

Condensed Consolidating Statements of Comprehensive Income

Three Months Ended June 30, 2013

(In millions)



	ICE (Parent)		Subsidiary Non-Guarantors			Consolidating Adjustments			Consolidated Total
Net income	$	154	$	158		$	(154	)	$	158
Other comprehensive loss:
Foreign currency translation adjustments	—		(2		)	—			(2		)
Change in fair value of available-for-sale-securities	—		(46		)	—			(46		)
Total other comprehensive loss	—		(48		)	—			(48		)
Comprehensive income of subsidiaries	106		—			(106		)	—
Comprehensive income	260		110			(260		)	110
Comprehensive income attributable to non-controlling interests	—		(4		)	—			(4		)
Comprehensive income attributable to ICE	$	260	$	106		$	(260	)	$	106

Intercontinental Exchange, Inc.

Condensed Consolidating Statements of Cash Flows

Six Months Ended June 30, 2014

(In millions)



	ICE (Parent)			Subsidiary Guarantor - NYSE			Subsidiary Non-Guarantors			Consolidating Adjustments			Consolidated Total
Net cash provided by (used in) operating activities from continuing operations	$	(52	)	$	347		$	626		$	(85	)	$	836
Investing activities:
Increase in restricted cash	—			—			(111		)	—			(111		)
Cash paid for acquisitions, net of cash acquired	—			—			(150		)	—			(150		)
Loans to subsidiaries	—			(108		)	(698		)	806			—
Proceeds from IPO of Euronext	—			—			1,984			—			1,984
Proceeds of available-for-sale investments, net	—			—			26			—			26
Capital expenditures, capitalized software development costs and other	—			—			(98		)	—			(98		)
Net cash provided by (used in) investing activities from continuing operations	—			(108		)	953			806			1,651
Financing activities:
Repayments of debt facilities and issuance costs for debt facilities	(722		)	—			(368		)	—			(1,090		)
Intercompany borrowing	937			(239		)	108			(806		)	—
Dividends to shareholders	(151		)	—			—			—			(151		)
Intercompany dividends	—			—			(85		)	85			—
Other financing activities	(14		)	—			(30		)	—			(44		)
Net cash provided by (used in) financing activities from continuing operations	50			(239		)	(375		)	(721		)	(1,285		)
Cash and cash equivalents from discontinued operations	—			—			(110		)	—			(110		)
Effect of exchange rates on cash and cash equivalents	—			—			4			—			4
Net increase (decrease) in cash and cash equivalents	(2		)	—			1,098			—			1,096
Cash and cash equivalents, beginning of period	2			—			959			—			961
Cash and cash equivalents, end of period	$	—		$	—		$	2,057		$	—		$	2,057

Intercontinental Exchange, Inc.

Condensed Consolidating Statements of Cash Flows

Six Months Ended June 30, 2013

(In millions)



	ICE (Parent)			Subsidiary Non-Guarantors			Consolidating Adjustments		Consolidated Total
Net cash provided by operating activities	$	6		$	376		$	—	$	382
Cash flows from investing activities:
Increase in restricted cash	—			(46		)	—		(46		)
Cash paid for acquisitions, net of cash acquired	—			(49		)	—		(49		)
Purchase of available-for-sale investments	—			(37		)	—		(37		)
Capital expenditures and capitalized software development costs	—			(50		)	—		(50		)
Net cash used in investing activities	—			(182		)	—		(182		)
Cash flows from financing activities:
Repayments of debt facilities	—			(330		)	—		(330		)
Payments relating to treasury shares received for restricted stock tax payments and stock option exercises	(21		)	—			—		(21		)
Other financing activities	15			(18		)	—		(3		)
Net cash used in financing activities	(6		)	(348		)	—		(354		)
Effect of exchange rates on cash and cash equivalents	—			(1		)	—		(1		)
Net decrease in cash and cash equivalents	—			(155		)	—		(155		)
Cash and cash equivalents, beginning of period	—			1,612			—		1,612
Cash and cash equivalents, end of period	$	—		$	1,457		$	—	$	1,457