| Condensed Balance Sheet |
Condensed Consolidating Balance Sheets As of June 30, 2016 (In millions) | | | | | | | | | | | | | | | | | | | | |
| ICE (Parent) | | Subsidiary Guarantor - NYSE Holdings | | Subsidiary Non-Guarantors | | Consolidating Adjustments | | Consolidated Total | Current assets: | | | | | | | | | | Cash and cash equivalents | $ | 2 |
| | $ | — |
| | $ | 388 |
| | $ | — |
| | $ | 390 |
| Intercompany receivable | 3,267 |
| | — |
| | 312 |
| | (3,579 | ) | | — |
| Margin deposits and guaranty funds | — |
| | — |
| | 48,501 |
| | — |
| | 48,501 |
| Notes receivable from affiliate, current | — |
| | 343 |
| | — |
| | (343 | ) | | — |
| Other current assets | 2 |
| | — |
| | 1,737 |
| | — |
| | 1,739 |
| Total current assets | 3,271 |
| | 343 |
| | 50,938 |
| | (3,922 | ) |
| 50,630 |
| Property and equipment, net | — |
| | — |
| | 1,048 |
| | — |
| | 1,048 |
| Other non-current assets: | | | | | | | | | | Goodwill and other intangible assets, net | — |
| | — |
| | 22,539 |
| | — |
| | 22,539 |
| Investment in subsidiaries | 21,776 |
| | 13,925 |
| | — |
| | (35,701 | ) | | — |
| Notes receivable from affiliate, non-current | — |
| | 5,433 |
| | 4,689 |
| | (10,122 | ) | | — |
| Other non-current assets | 91 |
| | 10 |
| | 906 |
| | — |
| | 1,007 |
| Total other non-current assets | 21,867 |
| | 19,368 |
| | 28,134 |
| | (45,823 | ) | | 23,546 |
| Total assets | $ | 25,138 |
| | $ | 19,711 |
| | $ | 80,120 |
| | $ | (49,745 | ) | | $ | 75,224 |
| | | | | | | | | | | Current liabilities: | | | | | | | | | | Short-term debt | $ | 1,811 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 1,811 |
| Margin deposits and guaranty funds | — |
| | — |
| | 48,501 |
| | — |
| | 48,501 |
| Intercompany payable | — |
| | 3,579 |
| | — |
| | (3,579 | ) | | — |
| Notes payable to affiliates, current | 281 |
| | — |
| | 62 |
| | (343 | ) | | — |
| Other current liabilities | 24 |
| | — |
| | 1,102 |
| | — |
| | 1,126 |
| Total current liabilities | 2,116 |
| | 3,579 |
| | 49,665 |
| | (3,922 | ) | | 51,438 |
| Non-current liabilities: | | | | | | | | | | Long-term debt | 3,868 |
| | 851 |
| | — |
| | — |
| | 4,719 |
| Notes payable to affiliates, non-current | 3,858 |
| | 831 |
| | 5,433 |
| | (10,122 | ) | | — |
| Other non-current liabilities | 4 |
| | — |
| | 3,700 |
| | — |
| | 3,704 |
| Total non-current liabilities | 7,730 |
| | 1,682 |
| | 9,133 |
| | (10,122 | ) | | 8,423 |
| Total liabilities | 9,846 |
| | 5,261 |
| | 58,798 |
| | (14,044 | ) | | 59,861 |
| Redeemable non-controlling interest | — |
| | — |
| | 33 |
| | — |
| | 33 |
| | | | | | | | | | | Equity: | | | | | | | | | | Total shareholders' equity | 15,292 |
| | 14,450 |
| | 21,251 |
| | (35,701 | ) | | 15,292 |
| Non-controlling interest in consolidated subsidiaries | — |
| | — |
| | 38 |
| | — |
| | 38 |
| Total equity | 15,292 |
| | 14,450 |
| | 21,289 |
| | (35,701 | ) | | 15,330 |
| Total liabilities and equity | $ | 25,138 |
| | $ | 19,711 |
| | $ | 80,120 |
| | $ | (49,745 | ) | | $ | 75,224 |
|
Intercontinental Exchange, Inc. Condensed Consolidating Balance Sheets As of December 31, 2015 (In millions) | | | | | | | | | | | | | | | | | | | | |
| ICE (Parent) | | Subsidiary Guarantor - NYSE Holdings | | Subsidiary Non-Guarantors | | Consolidating Adjustments | | Consolidated Total | Current assets: | | | | | | | | | | Cash and cash equivalents | $ | 1 |
| | $ | — |
| | $ | 626 |
| | $ | — |
| | $ | 627 |
| Intercompany receivable | 3,176 |
| | — |
| | — |
| | (3,176 | ) | | — |
| Margin deposits and guaranty funds | — |
| | — |
| | 51,169 |
| | — |
| | 51,169 |
| Note receivable from affiliate, current | — |
| | 705 |
| | 77 |
| | (782 | ) | | — |
| Other current assets | 5 |
| | — |
| | 1,512 |
| | — |
| | 1,517 |
| Total current assets | 3,182 |
| | 705 |
| | 53,384 |
| | (3,958 | ) | | 53,313 |
| Property and equipment, net | — |
| | — |
| | 1,037 |
| | — |
| | 1,037 |
| Other non-current assets: | | | | | | | | | | Goodwill and other intangible assets, net | — |
| | — |
| | 22,837 |
| | — |
| | 22,837 |
| Investment in subsidiaries | 21,120 |
| | 9,840 |
| | — |
| | (30,960 | ) | | — |
| Note receivable from affiliate, non-current | — |
| | 3,128 |
| | 3,370 |
| | (6,498 | ) | | — |
| Other non-current assets | 20 |
| | 10 |
| | 770 |
| | — |
| | 800 |
| Total other non-current assets | 21,140 |
| | 12,978 |
| | 26,977 |
| | (37,458 | ) | | 23,637 |
| Total assets | $ | 24,322 |
| | $ | 13,683 |
| | $ | 81,398 |
| | $ | (41,416 | ) | | $ | 77,987 |
| | | | | | | | | | | Current liabilities: | | | | | | | | | | Short-term debt | $ | 2,591 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 2,591 |
| Margin deposits and guaranty funds | — |
| | — |
| | 51,169 |
| | — |
| | 51,169 |
| Intercompany payable | — |
| | 1,784 |
| | 1,392 |
| | (3,176 | ) | | — |
| Notes payable to affiliates, current | 358 |
| | — |
| | 424 |
| | (782 | ) | | — |
| Other current liabilities | 36 |
| | — |
| | 947 |
| | — |
| | 983 |
| Total current liabilities | 2,985 |
| | 1,784 |
| | 53,932 |
| | (3,958 | ) | | 54,743 |
| Non-current liabilities: | | | | | | | | | | Long-term debt | 3,865 |
| | 852 |
| | — |
| | — |
| | 4,717 |
| Notes payable to affiliates, non-current | 2,629 |
| | 741 |
| | 3,128 |
| | (6,498 | ) | | — |
| Other non-current liabilities | 35 |
| | — |
| | 3,617 |
| | — |
| | 3,652 |
| Total non-current liabilities | 6,529 |
| | 1,593 |
| | 6,745 |
| | (6,498 | ) | | 8,369 |
| Total liabilities | 9,514 |
| | 3,377 |
| | 60,677 |
| | (10,456 | ) | | 63,112 |
| Redeemable non-controlling interest | — |
| | — |
| | 35 |
| | — |
| | 35 |
| | | | | | | | | | | Equity: | | | | | | | | | | Total shareholders' equity | 14,808 |
| | 10,306 |
| | 20,654 |
| | (30,960 | ) | | 14,808 |
| Non-controlling interest in consolidated subsidiaries | — |
| | — |
| | 32 |
| | — |
| | 32 |
| Total equity | 14,808 |
| | 10,306 |
| | 20,686 |
| | (30,960 | ) | | 14,840 |
| Total liabilities and equity | $ | 24,322 |
| | $ | 13,683 |
| | $ | 81,398 |
| | $ | (41,416 | ) | | $ | 77,987 |
|
|
| Condensed Income Statement |
Intercontinental Exchange, Inc. Condensed Consolidating Statements of Income Six Months Ended June 30, 2015 (In millions) | | | | | | | | | | | | | | | | | | | | |
| ICE (Parent) | | Subsidiary Guarantor - NYSE Holdings | | Subsidiary Non-Guarantors | | Consolidating Adjustments | | Consolidated Total | Revenues: | | | | | | | | | | Transaction and clearing, net | $ | — |
| | $ | — |
| | $ | 1,583 |
| | $ | — |
| | $ | 1,583 |
| Data services | — |
| | — |
| | 405 |
| | — |
| | 405 |
| Listings and other revenues | — |
| | — |
| | 288 |
| | — |
| | 288 |
| Revenues | — |
| | — |
| | 2,276 |
| | — |
| | 2,276 |
| Transaction-based expenses | — |
| | — |
| | 629 |
| | — |
| | 629 |
| Revenues, less transaction-based expenses | — |
| | — |
| | 1,647 |
| | — |
| | 1,647 |
| Operating expenses: | | | | | | | | | | Compensation and benefits | 1 |
| | — |
| | 294 |
| | — |
| | 295 |
| Technology and communication | — |
| | — |
| | 98 |
| | — |
| | 98 |
| Acquisition-related transaction and integration costs | — |
| | — |
| | 26 |
| | — |
| | 26 |
| Selling, general, administrative and other | 1 |
| | — |
| | 153 |
| | — |
| | 154 |
| Depreciation and amortization | — |
| | — |
| | 182 |
| | — |
| | 182 |
| Operating expenses | 2 |
| | — |
| | 753 |
| | — |
| | 755 |
| Operating income (loss) | (2 | ) | | — |
| | 894 |
| | — |
| | 892 |
| Intercompany interest on loans | (2 | ) | | 19 |
| | (17 | ) | | — |
| | — |
| Other expense, net | (7 | ) | | (33 | ) | | (13 | ) | | — |
| | (53 | ) | Total other expense, net | (9 | ) | | (14 | ) | | (30 | ) | | — |
| | (53 | ) | Income (loss) before income taxes | (11 | ) | | (14 | ) | | 864 |
| | — |
| | 839 |
| Income tax expense (benefit) | (3 | ) | | — |
| | 230 |
| | — |
| | 227 |
| Equity earnings from subsidiaries | 606 |
| | 168 |
| | — |
| | (774 | ) | | — |
| Net income | $ | 598 |
| | $ | 154 |
| | $ | 634 |
| | $ | (774 | ) | | $ | 612 |
| Net income attributable to non-controlling interest | — |
| | — |
| | (14 | ) | | — |
| | (14 | ) | Net income attributable to ICE | $ | 598 |
| | $ | 154 |
| | $ | 620 |
| | $ | (774 | ) | | $ | 598 |
|
Intercontinental Exchange, Inc. Condensed Consolidating Statements of Income Six Months Ended June 30, 2016 (In millions) | | | | | | | | | | | | | | | | | | | | |
| ICE (Parent) | | Subsidiary Guarantor - NYSE Holdings | | Subsidiary Non-Guarantors | | Consolidating Adjustments | | Consolidated Total | Revenues: | | | | | | | | | | Transaction and clearing, net | $ | — |
| | $ | — |
| | $ | 1,789 |
| | $ | — |
| | $ | 1,789 |
| Data services | — |
| | — |
| | 974 |
| | — |
| | 974 |
| Listings and other revenues | — |
| | — |
| | 295 |
| | — |
| | 295 |
| Revenues | — |
| | — |
| | 3,058 |
| | — |
| | 3,058 |
| Transaction-based expenses | — |
| | — |
| | 775 |
| | — |
| | 775 |
| Revenues, less transaction-based expenses | — |
| | — |
| | 2,283 |
| | — |
| | 2,283 |
| Operating expenses: | | | | | | | | | | Compensation and benefits | 1 |
| | — |
| | 471 |
| | — |
| | 472 |
| Technology and communication | — |
| | — |
| | 184 |
| | — |
| | 184 |
| Acquisition-related transaction and integration costs | — |
| | — |
| | 47 |
| | — |
| | 47 |
| Selling, general, administrative and other | — |
| | — |
| | 156 |
| | — |
| | 156 |
| Depreciation and amortization | — |
| | — |
| | 289 |
| | — |
| | 289 |
| Operating expenses | 1 |
| | — |
| | 1,147 |
| | — |
| | 1,148 |
| Operating income (loss) | (1 | ) | | — |
| | 1,136 |
| | — |
| | 1,135 |
| Intercompany interest on loans | (10 | ) | | 16 |
| | (6 | ) | | — |
| | — |
| Other income (expense), net | (79 | ) | | (8 | ) | | 8 |
| | — |
| | (79 | ) | Total other income (expense), net | (89 | ) | | 8 |
| | 2 |
| | — |
| | (79 | ) | Income (loss) before income taxes | (90 | ) | | 8 |
| | 1,138 |
| | — |
| | 1,056 |
| Income tax expense | — |
| | — |
| | 316 |
| | — |
| | 316 |
| Equity earnings from subsidiaries | 816 |
| | 611 |
| | — |
| | (1,427 | ) | | — |
| Net income | $ | 726 |
| | $ | 619 |
| | $ | 822 |
| | $ | (1,427 | ) | | $ | 740 |
| Net income attributable to non-controlling interest | — |
| | — |
| | (14 | ) | | — |
| | (14 | ) | Net income attributable to ICE | $ | 726 |
| | $ | 619 |
| | $ | 808 |
| | $ | (1,427 | ) | | $ | 726 |
|
|
| Condensed Cash Flow Statement |
Intercontinental Exchange, Inc. Condensed Consolidating Statements of Cash Flows Six Months Ended June 30, 2016 (In millions) | | | | | | | | | | | | | | | | | | | | |
| ICE (Parent) | | Subsidiary Guarantor - NYSE Holdings | | Subsidiary Non-Guarantors | | Consolidating Adjustments | | Consolidated Total | Net cash provided by (used in) operating activities | $ | (40 | ) | | $ | 59 |
| | $ | 1,149 |
| | $ | (65 | ) | | $ | 1,103 |
| Investing activities: | | | | | | | | | | Loans to subsidiaries | (91 | ) | | (1,943 | ) | | (1,554 | ) | | 3,588 |
| | — |
| Capital expenditures and capitalized software development costs | — |
| | — |
| | (157 | ) | | — |
| | (157 | ) | Increase in restricted cash and investments | — |
| | — |
| | (75 | ) | | — |
| | (75 | ) | Other investing activities | — |
| | — |
| | (70 | ) | | — |
| | (70 | ) | Net cash used in investing activities | (91 | ) | | (1,943 | ) | | (1,856 | ) | | 3,588 |
| | (302 | ) | Financing activities: | | | | | | | | | | Repayments of commercial paper, net | (780 | ) | | (1 | ) | | — |
| | — |
| | (781 | ) | Intercompany borrowing | 1,152 |
| | 1,885 |
| | 551 |
| | (3,588 | ) | | — |
| Dividends to shareholders | (205 | ) | | — |
| | — |
| | — |
| | (205 | ) | Intercompany dividends | — |
| | — |
| | (65 | ) | | 65 |
| | — |
| Other financing activities | (35 | ) | | — |
| | (10 | ) | | — |
| | (45 | ) | Net cash provided by (used in) financing activities | 132 |
| | 1,884 |
| | 476 |
| | (3,523 | ) | | (1,031 | ) | Effect of exchange rates on cash and cash equivalents | — |
| | — |
| | (7 | ) | | — |
| | (7 | ) | Net increase (decrease) in cash and cash equivalents | 1 |
| | — |
| | (238 | ) | | — |
| | (237 | ) | Cash and cash equivalents, beginning of period | 1 |
| | — |
| | 626 |
| | — |
| | 627 |
| Cash and cash equivalents, end of period | $ | 2 |
| | $ | — |
| | $ | 388 |
| | $ | — |
| | $ | 390 |
|
Intercontinental Exchange, Inc. Condensed Consolidating Statements of Cash Flows Six Months Ended June 30, 2015 (In millions) | | | | | | | | | | | | | | | | | | | | |
| ICE (Parent) | | Subsidiary Guarantor - NYSE Holdings | | Subsidiary Non-Guarantors | | Consolidating Adjustments | | Consolidated Total | Net cash provided by (used in) operating activities | $ | (25 | ) | | $ | (38 | ) | | $ | 845 |
| | $ | (12 | ) | | $ | 770 |
| Investing activities: | | | | | | | | | | Loans to subsidiaries | — |
| | (305 | ) | | (801 | ) | | 1,106 |
| | — |
| Proceeds from term deposits and sales of available-for-sale investments | — |
| | 1,084 |
| | — |
| | — |
| | 1,084 |
| Capital expenditures and capitalized software development costs | — |
| | — |
| | (136 | ) | | — |
| | (136 | ) | Decrease in restricted cash and investments | — |
| | — |
| | 11 |
| | — |
| | 11 |
| Other investing activities | — |
| | — |
| | (60 | ) | | — |
| | (60 | ) | Net cash provided by (used in) investing activities | — |
| | 779 |
| | (986 | ) | | 1,106 |
| | 899 |
| Financing activities: | | | | | | | | | | Repayments of debt facilities and commercial paper, net | 111 |
| | (1,029 | ) | | — |
| | — |
| | (918 | ) | Intercompany borrowing | 495 |
| | 283 |
| | 328 |
| | (1,106 | ) | | — |
| Dividends to shareholders | (158 | ) | | — |
| | — |
| | — |
| | (158 | ) | Repurchases of common stock | (399 | ) | | — |
| | — |
| | — |
| | (399 | ) | Purchase of subsidiary shares from non-controlling interest | — |
| | — |
| | (128 | ) | | — |
| | (128 | ) | Other financing activities | (29 | ) | | — |
| | (15 | ) | | 12 |
| | (32 | ) | Net cash provided by (used in) financing activities | 20 |
| | (746 | ) | | 185 |
| | (1,094 | ) | | (1,635 | ) | Effect of exchange rates on cash and cash equivalents | — |
| | — |
| | (8 | ) | | — |
| | (8 | ) | Net increase (decrease) in cash and cash equivalents | (5 | ) | | (5 | ) | | 36 |
| | — |
| | 26 |
| Cash and cash equivalents, beginning of period | 6 |
| | 5 |
| | 641 |
| | — |
| | 652 |
| Cash and cash equivalents, end of period | $ | 1 |
| | $ | — |
| | $ | 677 |
| | $ | — |
| | $ | 678 |
|
|