| Condensed Balance Sheet |
Condensed Consolidating Balance Sheets As of September 30, 2016 (In millions) | | | | | | | | | | | | | | | | | | | | |
| ICE (Parent) | | Subsidiary Guarantor - NYSE Holdings | | Subsidiary Non-Guarantors | | Consolidating Adjustments | | Consolidated Total | Current assets: | | | | | | | | | | Cash and cash equivalents | $ | 1 |
| | $ | — |
| | $ | 457 |
| | $ | — |
| | $ | 458 |
| Intercompany receivable | 2,694 |
| | — |
| | 512 |
| | (3,206 | ) | | — |
| Margin deposits and guaranty funds | — |
| | — |
| | 49,832 |
| | — |
| | 49,832 |
| Notes receivable from affiliate, current | — |
| | 597 |
| | — |
| | (597 | ) | | — |
| Other current assets | 2 |
| | — |
| | 1,552 |
| | — |
| | 1,554 |
| Total current assets | 2,697 |
| | 597 |
| | 52,353 |
| | (3,803 | ) |
| 51,844 |
| Property and equipment, net | — |
| | — |
| | 1,080 |
| | — |
| | 1,080 |
| Other non-current assets: | | | | | | | | | | Goodwill and other intangible assets, net | — |
| | — |
| | 22,368 |
| | — |
| | 22,368 |
| Investment in subsidiaries | 22,062 |
| | 14,180 |
| | — |
| | (36,242 | ) | | — |
| Notes receivable from affiliate, non-current | 620 |
| | 5,404 |
| | 5,573 |
| | (11,597 | ) | | — |
| Other non-current assets | 95 |
| | 10 |
| | 899 |
| | — |
| | 1,004 |
| Total other non-current assets | 22,777 |
| | 19,594 |
| | 28,840 |
| | (47,839 | ) | | 23,372 |
| Total assets | $ | 25,474 |
| | $ | 20,191 |
| | $ | 82,273 |
| | $ | (51,642 | ) | | $ | 76,296 |
| | | | | | | | | | | Current liabilities: | | | | | | | | | | Short-term debt | $ | 1,585 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 1,585 |
| Margin deposits and guaranty funds | — |
| | — |
| | 49,832 |
| | — |
| | 49,832 |
| Intercompany payable | — |
| | 3,206 |
| | — |
| | (3,206 | ) | | — |
| Notes payable to affiliates, current | 281 |
| | — |
| | 316 |
| | (597 | ) | | — |
| Other current liabilities | 59 |
| | — |
| | 878 |
| | — |
| | 937 |
| Total current liabilities | 1,925 |
| | 3,206 |
| | 51,026 |
| | (3,803 | ) | | 52,354 |
| Non-current liabilities: | | | | | | | | | | Long-term debt | 3,869 |
| | 851 |
| | — |
| | — |
| | 4,720 |
| Notes payable to affiliates, non-current | 4,164 |
| | 1,409 |
| | 6,024 |
| | (11,597 | ) | | — |
| Other non-current liabilities | 4 |
| | — |
| | 3,640 |
| | — |
| | 3,644 |
| Total non-current liabilities | 8,037 |
| | 2,260 |
| | 9,664 |
| | (11,597 | ) | | 8,364 |
| Total liabilities | 9,962 |
| | 5,466 |
| | 60,690 |
| | (15,400 | ) | | 60,718 |
| Redeemable non-controlling interest | — |
| | — |
| | 34 |
| | — |
| | 34 |
| | | | | | | | | | | Equity: | | | | | | | | | | Total shareholders’ equity | 15,512 |
| | 14,725 |
| | 21,517 |
| | (36,242 | ) | | 15,512 |
| Non-controlling interest in consolidated subsidiaries | — |
| | — |
| | 32 |
| | — |
| | 32 |
| Total equity | 15,512 |
| | 14,725 |
| | 21,549 |
| | (36,242 | ) | | 15,544 |
| Total liabilities and equity | $ | 25,474 |
| | $ | 20,191 |
| | $ | 82,273 |
| | $ | (51,642 | ) | | $ | 76,296 |
|
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 Nine Months Ended September 30, 2015 (In millions) | | | | | | | | | | | | | | | | | | | | |
| ICE (Parent) | | Subsidiary Guarantor - NYSE Holdings | | Subsidiary Non-Guarantors | | Consolidating Adjustments | | Consolidated Total | Revenues: | | | | | | | | | | Transaction and clearing, net | $ | — |
| | $ | — |
| | $ | 2,414 |
| | $ | — |
| | $ | 2,414 |
| Data services | — |
| | — |
| | 614 |
| | — |
| | 614 |
| Listings and other revenues | — |
| | — |
| | 435 |
| | — |
| | 435 |
| Revenues | — |
| | — |
| | 3,463 |
| | — |
| | 3,463 |
| Transaction-based expenses | — |
| | — |
| | 1,000 |
| | — |
| | 1,000 |
| Revenues, less transaction-based expenses | — |
| | — |
| | 2,463 |
| | — |
| | 2,463 |
| Operating expenses: | | | | | | | | | | Compensation and benefits | 1 |
| | — |
| | 444 |
| | — |
| | 445 |
| Technology and communication | — |
| | — |
| | 147 |
| | — |
| | 147 |
| Acquisition-related transaction and integration costs | — |
| | — |
| | 34 |
| | — |
| | 34 |
| Selling, general, administrative and other | 1 |
| | — |
| | 228 |
| | — |
| | 229 |
| Depreciation and amortization | — |
| | — |
| | 276 |
| | — |
| | 276 |
| Operating expenses | 2 |
| | — |
| | 1,129 |
| | — |
| | 1,131 |
| Operating income (loss) | (2 | ) | | — |
| | 1,334 |
| | — |
| | 1,332 |
| Intercompany interest on loans | (4 | ) | | 28 |
| | (24 | ) | | — |
| | — |
| Other expense, net | (20 | ) | | (50 | ) | | — |
| | — |
| | (70 | ) | Total other expense, net | (24 | ) | | (22 | ) | | (24 | ) | | — |
| | (70 | ) | Income (loss) before income taxes | (26 | ) | | (22 | ) | | 1,310 |
| | — |
| | 1,262 |
| Income tax expense (benefit) | (19 | ) | | — |
| | 359 |
| | — |
| | 340 |
| Equity earnings from subsidiaries | 911 |
| | 288 |
| | — |
| | (1,199 | ) | | — |
| Net income | $ | 904 |
| | $ | 266 |
| | $ | 951 |
| | $ | (1,199 | ) | | $ | 922 |
| Net income attributable to non-controlling interest | — |
| | — |
| | (18 | ) | | — |
| | (18 | ) | Net income attributable to ICE | $ | 904 |
| | $ | 266 |
| | $ | 933 |
| | $ | (1,199 | ) | | $ | 904 |
|
Intercontinental Exchange, Inc. Condensed Consolidating Statements of Income Nine Months Ended September 30, 2016 (In millions) | | | | | | | | | | | | | | | | | | | | |
| ICE (Parent) | | Subsidiary Guarantor - NYSE Holdings | | Subsidiary Non-Guarantors | | Consolidating Adjustments | | Consolidated Total | Revenues: | | | | | | | | | | Transaction and clearing, net | $ | — |
| | $ | — |
| | $ | 2,566 |
| | $ | — |
| | $ | 2,566 |
| Data services | — |
| | — |
| | 1,463 |
| | — |
| | 1,463 |
| Listings and other revenues | — |
| | — |
| | 445 |
| | — |
| | 445 |
| Revenues | — |
| | — |
| | 4,474 |
| | — |
| | 4,474 |
| Transaction-based expenses | — |
| | — |
| | 1,113 |
| | — |
| | 1,113 |
| Revenues, less transaction-based expenses | — |
| | — |
| | 3,361 |
| | — |
| | 3,361 |
| Operating expenses: | | | | | | | | | | Compensation and benefits | 1 |
| | — |
| | 707 |
| | — |
| | 708 |
| Technology and communication | — |
| | — |
| | 277 |
| | — |
| | 277 |
| Acquisition-related transaction and integration costs | — |
| | — |
| | 61 |
| | — |
| | 61 |
| Selling, general, administrative and other | 1 |
| | — |
| | 235 |
| | — |
| | 236 |
| Depreciation and amortization | — |
| | — |
| | 470 |
| | — |
| | 470 |
| Operating expenses | 2 |
| | — |
| | 1,750 |
| | — |
| | 1,752 |
| Operating income (loss) | (2 | ) | | — |
| | 1,611 |
| | — |
| | 1,609 |
| Intercompany interest on loans | (13 | ) | | 32 |
| | (19 | ) | | — |
| | — |
| Other income (expense), net | (113 | ) | | (12 | ) | | 15 |
| | — |
| | (110 | ) | Total other income (expense), net | (126 | ) | | 20 |
| | (4 | ) | | — |
| | (110 | ) | Income (loss) before income taxes | (128 | ) | | 20 |
| | 1,607 |
| | — |
| | 1,499 |
| Income tax expense | — |
| | — |
| | 409 |
| | — |
| | 409 |
| Equity earnings from subsidiaries | 1,197 |
| | 920 |
| | — |
| | (2,117 | ) | | — |
| Net income | $ | 1,069 |
| | $ | 940 |
| | $ | 1,198 |
| | $ | (2,117 | ) | | $ | 1,090 |
| Net income attributable to non-controlling interest | — |
| | — |
| | (20 | ) | | — |
| | (20 | ) | Net income attributable to ICE | $ | 1,069 |
| | $ | 940 |
| | $ | 1,178 |
| | $ | (2,117 | ) | | $ | 1,070 |
|
|
| Condensed Cash Flow Statement |
Intercontinental Exchange, Inc. Condensed Consolidating Statements of Cash Flows Nine Months Ended September 30, 2016 (In millions) | | | | | | | | | | | | | | | | | | | | |
| ICE (Parent) | | Subsidiary Guarantor - NYSE Holdings | | Subsidiary Non-Guarantors | | Consolidating Adjustments | | Consolidated Total | Net cash provided by operating activities | $ | 25 |
| | $ | 78 |
| | $ | 1,477 |
| | $ | (72 | ) | | $ | 1,508 |
| Investing activities: | | | | | | | | | | Loans to subsidiaries | (138 | ) | | (2,168 | ) | | (2,638 | ) | | 4,944 |
| | — |
| Capital expenditures and capitalized software development costs | — |
| | — |
| | (254 | ) | | — |
| | (254 | ) | Decrease in restricted cash and investments | — |
| | — |
| | 18 |
| | — |
| | 18 |
| Other investing activities | — |
| | — |
| | (70 | ) | | — |
| | (70 | ) | Net cash used in investing activities | (138 | ) | | (2,168 | ) | | (2,944 | ) | | 4,944 |
| | (306 | ) | Financing activities: | | | | | | | | | | Repayments of commercial paper, net | (1,006 | ) | | — |
| | — |
| | — |
| | (1,006 | ) | Intercompany borrowing | 1,458 |
| | 2,090 |
| | 1,396 |
| | (4,944 | ) | | — |
| Dividends to shareholders | (307 | ) | | — |
| | — |
| | — |
| | (307 | ) | Intercompany dividends | — |
| | — |
| | (72 | ) | | 72 |
| | — |
| Other financing activities | (32 | ) | | — |
| | (21 | ) | | — |
| | (53 | ) | Net cash provided by (used in) financing activities | 113 |
| | 2,090 |
| | 1,303 |
| | (4,872 | ) | | (1,366 | ) | Effect of exchange rates on cash and cash equivalents | — |
| | — |
| | (5 | ) | | — |
| | (5 | ) | Net decrease in cash and cash equivalents | — |
| | — |
| | (169 | ) | | — |
| | (169 | ) | Cash and cash equivalents, beginning of period | 1 |
| | — |
| | 626 |
| | — |
| | 627 |
| Cash and cash equivalents, end of period | $ | 1 |
| | $ | — |
| | $ | 457 |
| | $ | — |
| | $ | 458 |
|
Intercontinental Exchange, Inc. Condensed Consolidating Statements of Cash Flows Nine Months Ended September 30, 2015 (In millions) | | | | | | | | | | | | | | | | | | | | |
| ICE (Parent) | | Subsidiary Guarantor - NYSE Holdings | | Subsidiary Non-Guarantors | | Consolidating Adjustments | | Consolidated Total | Net cash provided by operating activities | $ | 182 |
| | $ | 346 |
| | $ | 465 |
| | $ | (103 | ) | | $ | 890 |
| Investing activities: | | | | | | | | | | Loans to subsidiaries | (301 | ) | | (404 | ) | | (842 | ) | | 1,547 |
| | — |
| Proceeds from term deposits and sales of available-for-sale investments | — |
| | 1,084 |
| | — |
| | — |
| | 1,084 |
| Capital expenditures and capitalized software development costs | — |
| | — |
| | (192 | ) | | — |
| | (192 | ) | Decrease in restricted cash and investments | — |
| | — |
| | 14 |
| | — |
| | 14 |
| Other investing activities | — |
| | — |
| | (60 | ) | | — |
| | (60 | ) | Net cash provided by (used in) investing activities | (301 | ) | | 680 |
| | (1,080 | ) | | 1,547 |
| | 846 |
| Financing activities: | | | | | | | | | | Repayments of debt facilities and commercial paper, net | 348 |
| | (1,029 | ) | | — |
| | — |
| | (681 | ) | Intercompany borrowing | 646 |
| | (2 | ) | | 903 |
| | (1,547 | ) | | — |
| Dividends to shareholders | (242 | ) | | — |
| | — |
| | — |
| | (242 | ) | Intercompany dividends | — |
| | — |
| | (103 | ) | | 103 |
| | — |
| Repurchases of common stock | (605 | ) | | — |
| | — |
| | — |
| | (605 | ) | Purchase of subsidiary shares from non-controlling interest | — |
| | — |
| | (128 | ) | | — |
| | (128 | ) | Other financing activities | (33 | ) | | — |
| | (3 | ) | | — |
| | (36 | ) | Net cash provided by (used in) financing activities | 114 |
| | (1,031 | ) | | 669 |
| | (1,444 | ) | | (1,692 | ) | Effect of exchange rates on cash and cash equivalents | — |
| | — |
| | (9 | ) | | — |
| | (9 | ) | Net increase (decrease) in cash and cash equivalents | (5 | ) | | (5 | ) | | 45 |
| | — |
| | 35 |
| Cash and cash equivalents, beginning of period | 6 |
| | 5 |
| | 641 |
| | — |
| | 652 |
| Cash and cash equivalents, end of period | $ | 1 |
| | $ | — |
| | $ | 686 |
| | $ | — |
| | $ | 687 |
|
|