UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
     
Form 10-Q
 
  
(Mark One) 
þ
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


 For the quarterly period ended June 30, 2016March 31, 2017
Or
¨Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from                 to
Commission File Number 001-36198
     
INTERCONTINENTAL EXCHANGE, INC.
(Exact name of registrant as specified in its charter)
 
Delaware46-2286804
(State or other jurisdiction of
incorporation or organization)
(IRS Employer
Identification Number)
5660 New Northside Drive,
Atlanta, Georgia
30328
(Zip Code)
(Address of principal executive offices) 
(770) 857-4700
Registrant’s telephone number, including area code 
     
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  þ    No   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
    
Large accelerated filer þ
Accelerated filer ¨
Non-accelerated filer ¨
Smaller reporting company  ¨
Emerging growth company  ¨   
    
 
(Do not check if a smaller company)
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.       ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ¨   No   þ
As of AugustMay 1, 2016,2017, the number of shares of the registrant’s Common Stock outstanding was 119,133,837592,066,651 shares.
     





 
 
INTERCONTINENTAL EXCHANGE, INC.
Form 10-Q
Quarterly Period Ended June 30, 2016March 31, 2017
TABLE OF CONTENTS
 
 
   
   
PART I.Financial Statements 
Item 1 
 Consolidated Balance Sheets as of June 30, 2016March 31, 2017 and December 31, 20152016
 Consolidated Statements of Income for the six and three months ended June 30,March 31, 2017 and 2016 and 2015
 Consolidated Statements of Comprehensive Income for the six and three months ended June 30,March 31, 2017 and 2016 and 2015
 Consolidated Statements of Changes in Equity, Accumulated Other Comprehensive Loss and Redeemable Non-Controlling Interest for the sixthree months ended June 30, 2016March 31, 2017 and for the year ended December 31, 20152016
 Consolidated Statements of Cash Flows for the sixthree months ended June 30,March 31, 2017 and 2016 and 2015
 
Item 2
Item 3
Item 4

   
PART II.Other Information 
Item 1
Item 1A
Item 2
Item 3
Item 4
Item 5
Item 6




PART I. Financial Statements
Item 1.    Consolidated Financial Statements (Unaudited)

Intercontinental Exchange, Inc. and Subsidiaries
Consolidated Balance Sheets
(In millions, except per share amounts)
(Unaudited)
As of As ofAs of As of
June 30, 2016 December 31, 2015March 31, 2017 December 31, 2016
Assets:      
Current assets:      
Cash and cash equivalents$390
 $627
$360
 $407
Short-term investments24
 29
21
 23
Short-term restricted cash and investments722
 657
743
 679
Customer accounts receivable, net of allowance for doubtful accounts of $2 at June 30, 2016 and December 31, 2015862
 700
Customer accounts receivable, net of allowance for doubtful accounts of $8 and $7 at March 31, 2017 and December 31, 2016, respectively999
 777
Margin deposits and guaranty funds48,501
 51,169
52,354
 55,150
Prepaid expenses and other current assets131
 131
596
 97
Total current assets50,630
 53,313
55,073
 57,133
Property and equipment, net1,048
 1,037
1,132
 1,129
Other non-current assets:      
Goodwill12,046
 12,079
12,302
 12,291
Other intangible assets, net10,493
 10,758
10,356
 10,420
Long-term restricted cash and investments262
 263
264
 264
Long-term investments427
 299

 432
Other non-current assets318
 238
336
 334
Total other non-current assets23,546
 23,637
23,258
 23,741
Total assets$75,224
 $77,987
$79,463
 $82,003
      
Liabilities and Equity:      
Current liabilities:      
Accounts payable and accrued liabilities$350
 $398
$451
 $388
Section 31 fees payable195
 116
90
 131
Accrued salaries and benefits149
 215
104
 230
Deferred revenue330
 98
440
 114
Short-term debt1,811
 2,591
2,376
 2,493
Margin deposits and guaranty funds48,501
 51,169
52,354
 55,150
Other current liabilities102
 156
191
 111
Total current liabilities51,438
 54,743
56,006
 58,617
Non-current liabilities:      
Non-current deferred tax liability, net2,903
 2,837
2,985
 2,958
Long-term debt4,719
 4,717
3,872
 3,871
Accrued employee benefits470
 478
415
 430
Other non-current liabilities331
 337
361
 337
Total non-current liabilities8,423
 8,369
7,633
 7,596
Total liabilities59,861
 63,112
63,639
 66,213
Commitments and contingencies

 



 

Redeemable non-controlling interest33
 35
37
 36

Equity:      
Intercontinental Exchange, Inc. shareholders’ equity:      
Preferred stock, $0.01 par value; 100 shares authorized; no shares issued or outstanding at June 30, 2016 and December 31, 2015
 
Common stock, $0.01 par value; 500 shares authorized; 126 shares issued at June 30, 2016 and December 31, 2015, and 119 shares outstanding at June 30, 2016 and December 31, 20151
 1
Treasury stock, at cost; 7 shares at June 30, 2016 and December 31, 2015(1,496) (1,448)
Preferred stock, $0.01 par value; 100 shares authorized; no shares issued or outstanding at March 31, 2017 and December 31, 2016
 
Common stock, $0.01 par value; 1,500 shares authorized; 599 and 596 shares issued at March 31, 2017 and December 31, 2016, respectively, and 593 and 595 shares outstanding at March 31, 2017 and December 31, 2016, respectively6
 6
Treasury stock, at cost; 6 and 1 shares at March 31, 2017 and December 31, 2016, respectively(346) (40)
Additional paid-in capital12,376
 12,295
11,351
 11,306
Retained earnings4,669
 4,148
5,171
 4,789
Accumulated other comprehensive loss(258) (188)(427) (344)
Total Intercontinental Exchange, Inc. shareholders’ equity15,292
 14,808
15,755
 15,717
Non-controlling interest in consolidated subsidiaries38
 32
32
 37
Total equity15,330
 14,840
15,787
 15,754
Total liabilities and equity$75,224
 $77,987
$79,463
 $82,003

See accompanying notes.

Intercontinental Exchange, Inc. and Subsidiaries
Consolidated Statements of Income
(In millions, except per share amounts)
(Unaudited)
Six Months Ended 
 June 30,
 Three Months Ended June 30,Three Months Ended 
 March 31,
2016 2015 2016 20152017 2016
Revenues:          
Transaction and clearing, net$1,789
 $1,583
 $860
 $747
$798
 $929
Data services974
 405
 497
 205
520
 477
Listings208
 202
 105
 101
106
 103
Other revenues87
 86
 42
 43
45
 45
Total revenues3,058
 2,276
 1,504
 1,096
1,469
 1,554
Transaction-based expenses:          
Section 31 fees196
 171
 98
 78
91
 98
Cash liquidity payments, routing and clearing579
 458
 277
 221
214
 302
Total revenues, less transaction-based expenses2,283
 1,647
 1,129
 797
1,164
 1,154
Operating expenses:          
Compensation and benefits472
 295
 236
 144
245
 236
Professional services32
 32
Acquisition-related transaction and integration costs14
 27
Technology and communication184
 98
 92
 47
98
 92
Professional services69
 65
 37
 32
Rent and occupancy35
 31
 17
 15
18
 18
Acquisition-related transaction and integration costs47
 26
 20
 7
Selling, general and administrative52
 58
 30
 29
41
 22
Depreciation and amortization289
 182
 146
 93
134
 143
Total operating expenses1,148
 755
 578
 367
582
 570
Operating income1,135
 892
 551
 430
582
 584
Other income (expense):          
Interest expense(90) (46) (44) (23)(45) (46)
Other income, net186
 2
Other income (expense), net11
 (7) 9
 (9)141
 (44)
Other expense, net(79) (53) (35) (32)
Income before income tax expense1,056
 839
 516
 398
723
 540
Income tax expense316
 227
 153
 109
213
 163
Net income$740
 $612
 $363
 $289
$510
 $377
Net income attributable to non-controlling interest(14) (14) (6) (6)(8) (8)
Net income attributable to Intercontinental Exchange, Inc.$726
 $598
 $357
 $283
$502
 $369
Earnings per share attributable to Intercontinental Exchange, Inc. common shareholders:          
Basic$6.10
 $5.37
 $3.00
 $2.55
$0.84
 $0.62
Diluted$6.07
 $5.34
 $2.98
 $2.54
$0.84
 $0.62
Weighted average common shares outstanding:          
Basic119
 112
 119
 111
594
 595
Diluted120
 112
 120
 112
599
 598
Dividend per share$1.70
 $1.40
 $0.85
 $0.75
$0.20
 $0.17

See accompanying notes.

Intercontinental Exchange, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income
(In millions)
(Unaudited)
Six Months Ended 
 June 30,
 Three Months Ended June 30,Three Months Ended 
 March 31,
2016 2015 2016 20152017 2016
Net income$740
 $612
 $363
 $289
$510
 $377
Other comprehensive income (loss):          
Foreign currency translation adjustments, net of tax (expense) benefit of $1 and $3 for the six months ended June 30, 2016 and 2015, respectively, and ($1) and ($1) for the three months ended June 30, 2016 and 2015, respectively(199) 19
 (125) 56
Foreign currency translation adjustments, net of tax expense of $2 for the three months ended March 31, 201625
 (74)
Change in fair value of available-for-sale securities129
 (39) 75
 31
68
 54
Employee benefit plan adjustments
 (2) 
 (2)
Other comprehensive income (loss)(70) (22) (50) 85
Reclassification of realized gain on available-for-sale investment to other income(176) 
Other comprehensive loss(83) (20)
Comprehensive income$670
 $590
 $313
 $374
$427
 $357
Comprehensive income attributable to non-controlling interest(14) (14) (6) (6)(8) (8)
Comprehensive income attributable to Intercontinental Exchange, Inc.$656
 $576
 $307
 $368
$419
 $349

See accompanying notes.

Intercontinental Exchange, Inc. and Subsidiaries
Consolidated Statements of Changes in Equity, Accumulated Other Comprehensive Loss
and Redeemable Non-Controlling Interest
(In millions)
(Unaudited)
Intercontinental Exchange, Inc. Shareholders' Equity 
Non-
Controlling
Interest in
Consolidated
Subsidiaries
 
Total
Equity
 Redeemable Non-Controlling InterestIntercontinental Exchange, Inc. Shareholders' Equity 
Non-
Controlling
Interest in
Consolidated
Subsidiaries
 
Total
Equity
 Redeemable Non-Controlling Interest
Common
 Stock
 Treasury Stock 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss
 
Common
 Stock
 Treasury Stock 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss
 
Shares Value Shares Value Shares Value Shares Value 
Balance, as of December 31, 2014116
 $1
 (3) $(743) $9,938
 $3,210
 $(46) $32
 $12,392
 $165
Balance, as of December 31, 2015628
 $6
 (34) $(1,448) $12,290
 $4,148
 $(188) $32
 $14,840
 $35
Other comprehensive loss
 
 
 
 
 
 (142) 
 (142) 

 
 
 
 
 
 (156) 
 (156) 
Stock consideration issued for acquisitions9
 
 
 
 2,197
 
 
 
 2,197
 
Exercise of common stock options1
 
 
 
 22
 
 
 
 22
 
Treasury shares retired in connection with stock split(35) 
 35
 1,512
 (1,142) (370) 
 
 
 
Repurchases of common stock
 
 (1) (50) 
 
 
 
 (50) 
Payments relating to treasury shares
 
 (1) (54) 
 
 
 
 (54) 
Stock-based compensation
 
 
 
 136
 
 
 
 136
 
Issuance of restricted stock2
 
 
 
 
 
 
 
 
 
Adjustment to redemption value
 
 
 
 
 (2) 
 
 (2) 1
Distributions of profits
 
 
 
 
 
 
 (19) (19) (3)
Dividends paid to shareholders
 
 
 
 
 (409) 
 
 (409) 
Net income attributable to non-controlling interest
 
 
 
 
 (27) 
 24
 (3) 3
Net income
 
 
 
 
 1,449
 
 
 1,449
 
Balance, as of December 31, 2016596
 6
 (1) (40) 11,306
 4,789
 (344) 37
 15,754
 36
Other comprehensive loss
 
 
 
 
 
 (83) 
 (83) 
Exercise of common stock options
 
 
 
 19
 
 
 
 19
 

 
 
 
 3
 
 
 
 3
 
Repurchases of common stock
 
 (3) (660) 
 
 
 
 (660) 

 
 (4) (229) 
 
 
 
 (229) 
Payments relating to treasury shares
 
 (1) (45) 
 
 
 
 (45) 

 
 (1) (77) 
 
 
 
 (77) 
Stock-based compensation
 
 
 
 122
 
 
 
 122
 

 
 
 
 42
 
 
 
 42
 
Issuance of restricted stock1
 
 
 
 
 
 
 
 
 
3
 
 
 
 
 
 
 
 
 
Tax benefits from stock option plans
 
 
 
 19
 
 
 
 19
 
Adjustment to redemption value
 
 
 
 
 (5) 
 
 (5) 4
Distributions of profits
 
 
 
 
 
 
 (16) (16) (11)
Dividends paid to shareholders
 
 
 
 
 (331) 
 
 (331) 
Purchase of subsidiary shares
 
 
 
 
 
 
 
 
 (128)
Net income attributable to non-controlling interest
 
 
 
 
 (21) 
 16
 (5) 5
Net income
 
 
 
 
 1,295
 
 
 1,295
 
Balance, as of December 31, 2015126
 1
 (7) (1,448) 12,295
 4,148
 (188) 32
 14,840
 35
Other comprehensive loss
 
 
 
 
 
 (70) 
 (70) 
Exercise of common stock options
 
 
 
 13
 
 
 
 13
 
Payments relating to treasury shares
 
 
 (48) 
 
 
 
 (48) 
Stock-based compensation
 
 
 
 68
 
 
 
 68
 
Distributions of profits
 
 
 
 
 
 
 (7) (7) (3)
 
 
 
 
 
 
 (12) (12) 
Dividends paid to shareholders
 
 
 
 
 (205) 
 
 (205) 

 
 
 
 
 (120) 
 
 (120) 
Net income attributable to non-controlling interest
 
 
 
 
 (14) 
 13
 (1) 1

 
 
 
 
 (8) 
 7
 (1) 1
Net income
 
 
 
 
 740
 
 
 740
 

 
 
 
 
 510
 
 
 510
 
Balance, as of June 30, 2016126
 $1
 (7) $(1,496) $12,376
 $4,669
 $(258) $38
 $15,330
 $33
Balance, as of March 31, 2017599
 $6
 (6) $(346) $11,351
 $5,171
 $(427) $32
 $15,787
 $37

As of As ofAs of As of
June 30, 2016 December 31, 2015March 31, 2017 December 31, 2016
Accumulated other comprehensive loss was as follows:      
Foreign currency translation adjustments$(244) $(45)$(320) $(345)
Fair value of available-for-sale securities103
 (26)
 108
Comprehensive income from equity method investment2
 2
2
 2
Employee benefit plans adjustments(119) (119)(109) (109)
Accumulated other comprehensive loss$(258) $(188)$(427) $(344)

See accompanying notes.

Intercontinental Exchange, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In millions)
(Unaudited)
Six Months Ended 
 June 30,
Three Months Ended 
 March 31,
2016 20152017 2016
Operating activities:      
Net income$740
 $612
$510
 $377
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization289
 182
134
 143
Stock-based compensation60
 47
34
 29
Deferred taxes49
 (38)28
 30
Amortization of fair market value premium on NYSE Notes
 (23)
Cetip realized investment gain(176) 
Other4
 (17)(1) 3
Changes in assets and liabilities:      
Customer accounts receivable(157) (91)(240) (229)
Other current and non-current assets(21) (25)(3) (13)
Section 31 fees payable79
 31
(40) (19)
Deferred revenue257
 237
328
 338
Other current and non-current liabilities(197) (145)37
 (62)
Total adjustments363
 158
101
 220
Net cash provided by operating activities1,103
 770
611
 597
      
Investing activities:      
Capital expenditures(96) (92)(32) (31)
Capitalized software development costs(61) (44)(34) (25)
Proceeds from term deposits and sales of available-for-sale investments
 1,084
Decrease (increase) in restricted cash and investments(75) 11
Other(70) (60)
Net cash provide by (used in) investing activities(302) 899
Cash received for divestiture (net of cash paid for acquisition)22
 
Increase in restricted cash and investments(64) (3)
Net cash used in investing activities(108) (59)
      
Financing activities:      
Repayments of debt facilities and commercial paper, net(781) (918)
Repayments of commercial paper, net(117) (543)
Dividends to shareholders(205) (158)(120) (102)
Repurchases of common stock
 (399)(229) 
Payments relating to treasury shares received for restricted stock tax payments and stock option exercises(48) (39)(77) (47)
Distributions of profits to non-controlling interest(10) (17)
Purchase of subsidiary shares from non-controlling interest
 (128)
Other13
 24
(8) (5)
Net cash used in financing activities(1,031) (1,635)(551) (697)
Effect of exchange rate changes on cash and cash equivalents(7) (8)1
 
Net increase (decrease) in cash and cash equivalents(237) 26
Net decrease in cash and cash equivalents(47) (159)
Cash and cash equivalents, beginning of period627
 652
407
 627
Cash and cash equivalents, end of period$390
 $678
$360
 $468
      
Supplemental cash flow disclosure:      
Cash paid for income taxes$275
 $233
$65
 $56
Cash paid for interest$88
 $91
$7
 $7

See accompanying notes.

Intercontinental Exchange, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)

1.Description of Business
We are a leading global operator of regulated exchanges, clearing houses and listings venues, and a provider of data services for commodity and financial markets. We operate regulated marketplaces for listing, trading listing and clearing a broad array of derivatives contracts and securities contracts across major asset classes, including energy and agricultural commodities, interest rates, equities, equity derivatives, exchange traded funds, credit derivatives, bonds and currencies. We offer end-to-end market data services to support the trading, investment and risk management and connectivity needs of customers across virtually all asset classes.
Our exchanges include futures exchanges in the United States, or U.S., United Kingdom, or U.K., Continental Europe, Canada and Singapore, and cash equities, exchangesequity options and equity optionsbond exchanges in the U.S. We also operate over-the-counter, or OTC, markets for physical energy and credit default swaps, or CDS, trade execution. To serve global derivatives markets, we operate central counterparty clearing houses in the U.S., U.K., Continental Europe, Canada and Singapore (Note 9). We offer a range of data and connectivity services to customers infor global financial and commodity markets, including fixed income pricing and reference data, exchange data, analytics, feeds, desktopsdesktop and connectivity solutions. Through our markets, clearing houses, listings and market data services, we provide end-to-end solutions for our customers through liquid markets, benchmark products, access to capital markets, information, and a range of related services to support their ability to manage risk and raise capital.

2.Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared by us in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, pursuant to the rules and regulations of the Securities and Exchange Commission, or SEC, regarding interim financial reporting. Accordingly, the unaudited consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and should be read in conjunction with our audited consolidated financial statements and related notes thereto for the year ended December 31, 2015.2016. The accompanying unaudited consolidated financial statements reflect all adjustments that are, in our opinion, necessary for a fair presentation of results for the interim periods presented. These adjustments are of a normal recurring nature.
Preparing financial statements requires us to make certain estimates and assumptions that affect the amounts that are reported in the consolidated financial statements and accompanying disclosures. Although these estimates are based on our best knowledge of current events and actions that we may undertake in the future, actual results may be different from these estimates. The results of operations for the six months and three months ended June 30, 2016March 31, 2017 are not necessarily indicative of the results to be expected for any future period or the full fiscal year.
The accompanying unaudited consolidated financial statements include the accounts of us and our wholly-owned and controlled subsidiaries. All intercompany balances and transactions between us and our wholly-owned and controlled subsidiaries have been eliminated in the consolidation. For those consolidated subsidiaries in which our ownership is less than 100% and for which we have control over the assets and liabilities and the management of the entity, the outside stockholders’ interests are shown as non-controlling interests. In instances where outside stockholders’stockholders hold an option to require us to repurchase the outside stockholders'stockholders’ interest, these interests are shown as redeemable non-controlling interests.
New and Recently Adopted Accounting Pronouncements
In January 2016, theThe Financial Accounting Standards Board, or FASB, has issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), or ASU 606. ASU 606 provides guidance outlining a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers that supersedes most current revenue recognition guidance. This guidance requires us to recognize revenue when we transfer promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We are required to adopt ASU 606 at the beginning of our first quarter of fiscal 2018. The new guidance requires enhanced disclosures, including revenue recognition policies to identify performance obligations to customers and significant judgments in measurement and recognition. The new guidance may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. We are currently evaluating the overall impact this guidance will have on our consolidated financial statements, as well as the method of adoption. Based on our preliminary assessment, we expect that the adoption may accelerate the timing of recognition of original and supplemental listing fees related to our NYSE businesses, which are currently deferred over a pre-defined customer life of five or nine years. We are continuing our assessment, which may identify other impacts of the adoption of ASU 606.
The FASB has issued Accounting Standards Update No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, or ASU 2016-01. ASU 2016-01 provides updated

guidance for the recognition, measurement, presentation, and disclosure of certain financial assets and liabilities, including the requirement that equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) are to be measured at fair value with changes in fair value recognized in net income. ASU 2016-01 is effective for annual and interim reporting periods beginning after December 15, 2017. OnWith the adoptionsale of ASU 2016-01,our Cetip investment, we no longer have any equity investments that would be required to be measured at fair value with changes in the fair value of our equity investment in Cetip, S.A., or Cetip, will no longer be reflected in accumulated other comprehensive income but will be recognized in net income. As of June 30, 2016, our investment in Cetip included an accumulated unrealized gain of $103 millionincome (Note 10). During the six months and three months ended June 30, 2016, the change in the fair value of the Cetip investment was an increase of $128 million and $75 million, respectively. Once adopted, such fair value changes will be reported as other income (expense) under ASU 2016-01. We are currently evaluating this guidance to determine any additional potential impact on our consolidated financial statements upon adoption.
In February 2016, theThe FASB has issued Accounting Standards Update No. 2016-02, Leases, or ASU 2016-02. ASU 2016-02 requires an entity to recognize both assets and liabilities arising from financing and operating leases, along with additional qualitative and

quantitative disclosures. A lessee should recognize in its balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018, with early adoption permitted. We are currently evaluating this guidance to determine the potential impact on our consolidated financial statements and whether we will adopt this guidance early.
In March 2016, theThe FASB has issued Accounting Standards Update No. 2016-09, Stock Compensation2016-18, (Topic 718) - Improvements to Employee Share-Based Payment AccountingStatement of Cash Flows: Restricted Cash, or ASU 2016-09. ASU 2016-09 provides updated guidance for2016-18, that will require entities to show the recognition, measurement, presentation,changes in the total of cash, cash equivalents, restricted cash and disclosure of certain components of stock compensation. The guidance includes the recognition of all excess tax benefits/deficienciesrestricted cash equivalents in the statement of incomecash flows. As a result, entities will no longer present transfers between cash and classification as operating activities withincash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. When cash, cash equivalents, restricted cash and restricted cash equivalents are presented in more than one line item on the balance sheet, the new guidance requires a reconciliation of the totals in the statement of cash flows as well asto the optionrelated captions in the balance sheet. This reconciliation can be presented either on the face of the statement of cash flows or in the notes to account for forfeitures based on awards expectedthe financial statements. Entities will also have to vest or as they occur.disclose the nature of their restricted cash and restricted cash equivalent balances. ASU 2016-09 is2016-18 becomes effective for annual and interim reporting periodsus in fiscal years beginning after December 15, 2017, and interim periods within those years, with early adoption permitted. We decidedwill be required to apply the guidance retrospectively when adopted, and provide the relevant disclosures in the first interim and annual periods in which we adopt the guidance. We will not adopt ASU 2016-092016-18 early, as of January 1, 2016 on a prospective basis. As a result, forbut do expect to be impacted by the six monthsnew presentation and three months ended June 30, 2016, we recorded $12 milliondisclosure requirements required by ASU 2016-18 due to our restricted and $1 million, respectively, in excess tax benefits within our consolidated statements of income (Note 8). No other terms of the adopted guidance resulted in any significant impact on our consolidated financial statements.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period’s financial statement presentation. For the six months and three months ended June 30, 2015, we reclassified $47 million and $23 million, respectively, of transaction based expenses in transaction and clearing revenues, net to transaction based expenses for consistency of how we report ourunrestricted cash equities markets. The amounts reclassified to transaction based expenses relate to equity options markets. For the six months and three months ended June 30, 2015, we also reclassified $27 million and $14 million, respectively, in connectivity fees from other revenues to data services revenues.balances.

3.Acquisitions and Divestitures
Interactive DataNational Stock Exchange Acquisition
On December 14, 2015,January 31, 2017, we acquired 100% of Interactive Data Holdings Corporation, or Interactive Data,National Stock Exchange, Inc., now named NYSE National. The acquisition gives the NYSE Group a fourth U.S. exchange license. NYSE National is distinct from NYSE Group’s three listings exchanges because NYSE National will only be a trading venue and will not be a listings market. NYSE Group’s three listings exchanges, NYSE, NYSE MKT and NYSE Arca, have unique market models designed for corporate and ETF issuers. Upon closing the transaction, NYSE National ceased operations on February 1, 2017. We will engage with NYSE National members, buy-side participants and retail brokerage firms before finalizing operational plans for NYSE National’s re-launch, which is expected to occur in a stock and cash transaction. The total purchase price was $5.6 billion comprised of cash consideration of $4.1 billion and 6.5 million shares of our common stock. The cash consideration was funded from $2.5 billion of net proceeds received on November 24, 2015 in connection with the offering of new senior notes and $1.6 billion of borrowing under our commercial paper program (Note 6). Interactive Data is a leading provider of financial market data, analytics and related data solutions, serving financial institutions, asset management firms, hedge funds, securities and the financial instrument processing and administration sectors. ICE Data Services is the marketing name we use to refer to the suite of pricing, market data, analytics, and related services offered by us and certain of our affiliates, including Interactive Data and its subsidiaries.
The total purchase price was allocated to Interactive Data’s preliminary tangible and identifiable intangible assets and liabilities based on the estimated fair values of those assets as of December 14, 2015, as set forth below. The excess of the purchase price over the preliminary net tangible and identifiable intangible assets was recorded as goodwill and assigned to our data and listings reporting unit. The adjusted preliminary purchase price allocation is as follows (in millions):
Cash and cash equivalents$301
Goodwill3,247
Identifiable intangible assets2,883
Other assets and liabilities, net268
Deferred tax liabilities on identifiable intangible assets(1,071)
Total purchase price$5,628

In performing the preliminary purchase price allocation, we considered, among other factors, the intended future use of acquired assets, analysis of historical financial performance and estimates of future performance of Interactive Data’s business. We have 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. However, during the six months ended June 30, 2016, we adjusted the preliminary purchase price allocation based on updated fair value analyses of the Interactive Data tangible and intangible assets and liabilities. The fair value adjustments reflected in the tables above and below primarily result in an increase in data/databases intangible assets of $33 million, a decrease in trade name and trademarks intangible assets of $21 million, a decrease in customer relationship intangible assets of $17 million, a decrease in other assets and liabilities, net of $28 million, an increase in deferred tax liabilities on identifiable intangible assets of $20 million, and a corresponding increase in goodwill of $47 million. The income statement impact for 2015 related to these fair value

adjustments is not significant and has been recorded in 2016 in accordance with ASU 2015-16, Business Combinations: Simplifying the Accounting for Measurement-Period Adjustments.

The primary areas of the preliminary purchase price allocation that are not yet finalized relate to the valuation of income taxes (including uncertain tax positions) and certain other tangible assets and liabilities. The allocation of the purchase price will be finalized upon the completion of the analysis of the acquired assets and liabilities during the year ended December 31, 2016.

The following table sets forth the components of the preliminary intangible assets associated with the acquisition as of June 30, 2016 (in millions, except years):
Preliminary Intangible Assets Acquisition-Date Preliminary Fair Value Foreign Currency Translation Accumulated Amortization Net Book Value Useful Life (Years)
Customer relationships $2,452
 $(45) $(55) $2,352
 20 to 25
Developed technology 168
 (3) (13) 152
 5 to 8
In-process research and development 129
 (3) 
 126
 N/A
Data/databases 109
 (1) (16) 92
 4
Trade names and trademarks 12
 
 (6) 6
 2
Market data provider relationships 11
 
 
 11
 20
Non-compete agreements 2
 
 (1) 1
 1
Total $2,883
 $(52) $(91) $2,740
  

As of June 30, 2016, $11 million of the in-process research and development has been moved to developed technology with a useful life of seven years.2017.
Trayport Acquisition and Potential Divestiture
On December 11, 2015, we acquired 100% of Trayport in a stock transaction. The total purchase price was $620 million, comprised of 2.512.6 million shares of our common stock. Trayport is a software company that licenses its technology to serve exchanges, OTC brokers and traders to facilitate electronic and hybrid trade execution primarily in the energy markets. The acquisition enables us to provide new technology and software-related services to our energy customers.
The U.K. Competition and Markets Authority, inor the U.K. is currently reviewingCMA, undertook a review of our acquisition of Trayport under the merger control laws of the U.K. DuringIn October 2016, the pendencyCMA issued its findings and ordered a divestment of Trayport to remedy what the CMA indicated it believed to be a substantial lessening of competition in the supply of trade execution services and trade clearing services to energy traders in the European Economic Area. In November 2016, we filed an appeal with the Competition Appeal Tribunal, or the CAT, to challenge the CMA’s decision. In March 2017, the CAT upheld the CMA decision that we should divest Trayport. Following careful consideration of the review,CAT’s judgment, we have limited abilityare seeking to integrate Trayport's operations inappeal the CAT’s decision at the U.K. Court of Appeals. If we are allowed to appeal to the U.K. Court of Appeals and if our existing business operations andappeal is successful, the review could force usmatter will be remanded for additional review. If our appeal is not allowed or not successful, we will be obligated to take actions that may result in us not realizing the benefitssell Trayport. There is no certainty of the acquisition.price we could receive if a sale were required. The timing of a final decision is uncertain at this time. Until a final determination is made as to whether we are permitted to retain Trayport, we will not integrate Trayport into our existing business operations.
The total purchase price was allocated to Trayport’s preliminary tangible and identifiable intangiblefunctional currency of Trayport is the pound sterling, as this is the currency in which Trayport operates. The $620 million in Trayport net assets and liabilities basedwere recorded on the estimated fair values of those assets as ofour December 11, 2015 as set forth below. The excessopening balance sheet at a pound sterling/U.S. dollar exchange rate of 1.5218 (£407 million). Because our consolidated financial statements are presented in U.S. dollars, we must translate the purchase price overTrayport net assets into U.S. dollars at the preliminary net tangible and identifiable intangible assets was recorded as goodwill and assigned to our data and listingsexchange rates in effect at the end of each reporting unit. The preliminary purchase price allocation is as follows (in millions):
Goodwill$388
Identifiable intangible assets274
Other assets and liabilities, net8
Deferred tax liabilities on identifiable intangible assets(50)
Total purchase price$620
period. Therefore, increases or decreases in the value

In performing the preliminary purchase price allocation, we considered, among other factors, the intended future use of acquired assets, analysis of historical financial performance and estimates of future performance of Trayport's business. We have not yet obtained all of the information related toU.S. dollar against the fairpound sterling will affect the value of the acquired assets and liabilities relatedTrayport balance sheet, with gains or losses included in the cumulative translation adjustment account, a component of equity. As of the result of the decrease in the pounds sterling/U.S. dollar exchange rate to 1.2552 as of March 31, 2017, the portion of our equity attributable 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 (including uncertain tax positions) and certainTrayport net assets in accumulated other tangible assets and liabilities. The allocation of the purchase price will be finalized upon the completion of the analysis of the acquired assets and liabilities during the year ended December 31, 2016.

The following table sets forth the components of the preliminary intangible assets associated with the acquisitioncomprehensive loss from foreign currency translation was $108 million as of June 30, 2016 (in millions, except years):March 31, 2017. If we are required to sell Trayport, we would include the accumulated translation adjustment when computing the gain or loss from the sale.

Preliminary Intangible Assets Acquisition-Date Preliminary Fair Value Foreign Currency Translation Accumulated Amortization Net Book Value Useful Life (Years)
Customer relationships $242
 $(30) $(7) $205
 20
Developed technology 14
 (1) (2) 11
 3 to 5
Trade names and trademarks 18
 (2) 
 16
 Indefinite
Total $274
 $(33) $(9) $232
  
Pro Forma Information
The financial information in the table below summarizes the combined results of operations of us, Interactive Data and Trayport, on a pro forma basis, as though the companies had been combined as of the beginning of the periods presented. The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisitions had taken place at the beginning of the periods presented. 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, purchase accounting adjustments. The pro forma financial information does not reflect any synergies or operating cost reductions that have been and may be achieved from the combined operations. The pro forma financial information combines the historical results for us,Managed Solutions Divestiture
On March 31, 2017, we sold Interactive Data Managed Solutions, or IDMS, a unit of Interactive Data, to FactSet. There was no gain or loss recognized on the sale of IDMS. IDMS is a managed solutions and Trayportportal provider for the six months and three months ended June 30, 2015 in the following table (in millions, except per share amounts).
 Six Months Ended June 30, 2015 Three Months Ended June 30, 2015
Total revenues, less transaction-based expenses$2,153
 $1,053
Operating income996
 478
Net income attributable to ICE632
 299
Earnings per common share:   
Basic$5.25
 $2.49
Diluted$5.22
 $2.48
Pending Acquisition
In March 2016, we entered into a definitive agreement with McGraw Hill Financial to acquire Standard & Poor’s Securities Evaluations, Inc., or SPSE, a provider of fixed income evaluated pricing, and Credit Market Analysis Limited, or CMA, a provider of independent data for the OTC markets. When, and if, completed, the acquisition will enable us to offer customers new data and valuation services. Under the terms of the agreement, we can elect to satisfy our payment of the purchase price upon closing in either cash or shares of our common stock. The completion of the transaction is subject to obtaining regulatory approvals.global wealth management industry.

4.Goodwill and Other Intangible Assets

The following is a summary of the activity in the goodwill balance for the sixthree months ended June 30, 2016March 31, 2017 (in millions):
Goodwill balance at December 31, 2015$12,079
Goodwill balance at December 31, 2016$12,291
Acquisition (divestiture), net3
Foreign currency translation(79)13
Other activity, net46
(5)
Goodwill balance at June 30, 2016$12,046
Goodwill balance at March 31, 2017$12,302
The following is a summary of the activity in the other intangible assets balance for the sixthree months ended June 30, 2016March 31, 2017 (in millions):
Other intangible assets balance at December 31, 2015$10,758
Other intangible assets balance at December 31, 2016$10,420
Acquisition (divestiture), net2
Foreign currency translation(95)13
Other activity, net(6)(9)
Amortization of other intangible assets(164)(70)
Other intangible assets balance at June 30, 2016$10,493
Other intangible assets balance at March 31, 2017$10,356

We completed the acquisition of NYSE National and sold IDMS during the three months ended March 31, 2017 (Note 3). The foreign currency translation adjustments in the tables above resultedresult from a portion of our goodwill and other intangible assets being held at our U.K., Continental European and Canadian subsidiaries, some of whose functional currencies are not the U.S.

dollar. The foreign currency translation decrease for the six months ended June 30, 2016 is primarily due to certain of our goodwill and intangible assets being recorded in pounds sterling, which decreased in value due to the weakening pound sterling exchange rate following the U.K. referendum vote in late June 2016 to leave the European Union.

The changes in other activity, net in the tables above primarily relate to adjustments to the fair value of the net tangible and identifiable intangible assets and liabilities relating to the Interactive Data acquisition,acquisitions, with a corresponding adjustment to goodwill (Note 3).goodwill. We did not recognize any impairment losses on goodwill or other intangible assets during the six months and three months ended June 30, 2016March 31, 2017 and 2015.2016.

5.Deferred Revenue

Deferred revenue represents cash received that is yet to be recognized as revenue. Total deferred revenue was $442$567 million as of June 30, 2016,March 31, 2017, including $330$440 million in current deferred revenue and $112$127 million in non-current deferred revenue. The changes in our deferred revenue during the sixthree months ended June 30, 2016March 31, 2017 are as follows (in millions):
Annual Listings Revenue Original Listings Revenues Other Listings Revenues Data Services and Other Revenues TotalAnnual Listings Revenue Original Listings Revenues Other Listings Revenues Data Services and Other Revenues Total
Deferred revenue balance at December 31, 2015$
 $50
 $59
 $81
 $190
Deferred revenue balance at December 31, 2016$
 $66
 $83
 $88
 $237
Additions363
 12
 43
 263
 681
361
 3
 24
 162
 550
Amortization(183) (4) (21) (221) (429)(91) (3) (12) (114) (220)
Deferred revenue balance at June 30, 2016$180
 $58
 $81
 $123
 $442
Deferred revenue balance at March 31, 2017$270
 $66
 $95
 $136
 $567

6.Debt

Our total debt, including short-term and long-term debt, consisted of the following as of June 30, 2016March 31, 2017 and December 31, 20152016 (in millions):

As of 
June 30, 2016
 As of 
 December 31, 2015
As of 
March 31, 2017
 As of 
 December 31, 2016
Debt:      
Commercial Paper$1,811
 $2,591
$1,525
 $1,642
NYSE Notes (2.00% senior unsecured notes due October 5, 2017)851
 851
Short-term debt1,811
 2,591
2,376
 2,493
NYSE USD Notes (2.00% senior unsecured notes due October 5, 2017)852
 852
2018 Senior Notes (2.50% senior unsecured notes due October 15, 2018)597
 597
598
 598
2020 Senior Notes (2.75% senior unsecured notes due December 1, 2020)1,240
 1,239
1,242
 1,242
2023 Senior Notes (4.00% senior unsecured notes due October 15, 2023)789
 789
791
 790
2025 Senior Notes (3.75% senior unsecured notes due December 1, 2025)1,241
 1,240
1,241
 1,241
Long-term debt4,719
 4,717
3,872
 3,871
Total debt$6,530
 $7,308
$6,248
 $6,364
Credit Facility
We have entered into a $3.0 billion senior unsecured revolving credit facility, or the Credit Facility, with a maturity date of November 13, 2020. The Credit Facility includes an option for us to propose an increase in the aggregate amount available for borrowing by up to $1.0 billion, subject to the consent of the lenders funding the increase and certain other conditions. OnIn November 13, 2015, we utilized this option to increase the amount of the Credit Facility to $3.4 billion. The commitments under the Credit Facility will automatically reduce to $2.95$3.2 billion on April 3, 2019. No amounts were outstanding under the Credit Facility as of June 30, 2016.March 31, 2017.
Of the $3.4 billion that is currently available for borrowing under the Credit Facility, $1.8$1.5 billion is required to back-stop the amount outstanding under our Commercial Paper Program as of June 30, 2016.March 31, 2017. The amount required to back-stop the amounts outstanding under the Commercial Paper Program will fluctuate as we increase or decrease our commercial paper borrowings. The remaining $1.6$1.9 billion available under the Credit Facility as of June 30, 2016March 31, 2017 is available to us to use for working capital and general corporate purposes including, but not limited to, acting as a back-stop to future increases in the amounts outstanding under the Commercial Paper Program.
364 Day Facility
In November 2015, we entered into a $500 million 364 day senior unsecured revolving credit facility,Program or to fund the 364 Day Facility. The amounts available underredemption of the 364 Day Facility are available for use by us for working capital and general corporate purposes, but specifically excluding any use to back-stop amounts issued under the Commercial Paper Program. The commitments under the 364 Day Credit Facility were reduced to $375 million on May 13, 2016 and will be automatically reduced to $250 million on August 13, 2016. No amounts were outstanding under the 364 Day Facility as of June 30, 2016.

NYSE Notes discussed below.
Commercial Paper Program
We have entered into a U.S. dollar commercial paper program, or the Commercial Paper Program. Our Commercial Paper Program is currently backed by the borrowing capacity available under the Credit Facility, equal to the amount of the commercial paper that is issued and outstanding at any given point in time. The effective interest rate of commercial paper issuances does not materially differ from short term interest rates (such as USD LIBOR). The fluctuation of these rates due to market conditions may impact our interest expense.
Commercial paper notes of $1.8$1.5 billion with original maturities ranging from 13 to 8981 days were outstanding as of June 30, 2016March 31, 2017 under our Commercial Paper Program. As of June 30, 2016,March 31, 2017, the weighted average interest rate on the $1.8$1.5 billion outstanding under our Commercial Paper Program was 0.54%0.95% per annum, with a weighted average maturity of 1821 days. We repaid $781$117 million of the amounts outstanding under the Commercial Paper Program during the sixthree months ended June 30, 2016March 31, 2017 primarily using cash flows from operations and a portion of our unrestricted cash balances.
Senior Notes
On November 24, 2015, we issued $2.5 billion in aggregate senior notes, including $1.25 billion principal amount of 2.75% senior unsecured fixed rate notes due November 2020, or the 2020 Senior Notes, and $1.25 billion principal amount of 3.75% senior unsecured fixed rate notes due November 2025, or the 2025 Senior Notes. We used the net proceeds from the 2020 Senior Notes and 2025 Senior Notes offering, together with $1.6 billion of borrowings under our Commercial Paper Program, to finance the $4.1 billion cash portion of the purchase price of the acquisition of Interactive Data (Note 3).
In October 2013, we issued $600 million principal amount of 2.50% senior unsecured fixed rate notes due October 2018, or the 2018 Senior Notes, and $800 million principal amount of 4.00% senior unsecured fixed rate notes due October 2023, or the 2023 Senior Notes.operations.
NYSE Notes
In connection with our acquisition on November 13, 2013 of NYSE Euronext, which we refer to as NYSE following the initial public offering and sale of Euronext in 2014, we assumed NYSE's outstanding debt instruments, which includedThe $850 million, of 2.00% senior unsecured fixed rate notesNYSE Notes are due in October 2017, or2017. We currently plan to fund the NYSE USD Notes, and €920 million ($1.1 billion) of 5.375% senior unsecured fixed rate notes that were due in June 2015, or the NYSE EUR Notes, and together with the NYSE USD Notes, the NYSE Notes. On June 30, 2015, we repaid the NYSE EUR Notes using cash that had been set aside in July 2014 from the proceeds of the sale of Euronext.
During the six months and three months ended June 30, 2015, the amortization of the increase in the fair valueredemption of the NYSE Notes that was recorded in connection with the NYSE acquisition purchase accounting was $23 million and $11 million, respectively. No significant amortization expenses were recorded after the repaymentissuance of new senior term notes. However, if we are unable to issue new senior term notes or to do so on favorable terms, then we would fund the NYSE EUR Notes.Notes redemption under the Commercial Paper Program or with the unused amount available under the Credit Facility, or a combination of these sources.

7.Equity
We currently sponsor employee and director stock option and restricted stock plans. Stock options and restricted stock are granted at the discretion of the compensation committee of the board of directors. All stock options and restricted stock awards are granted at an exercise price equal to the fair value of the common stock on the date of grant. The grant date fair value is based on the closing stock price on the date of grant. The fair value of the stock options and restricted stock on the date of grant is recognized as expense over the vesting period, net of estimated forfeitures. The non-cash compensation expenses recognized in our consolidated statements of income for stock options and restricted stock were $60$34 million and $47 million for the six months ended June 30, 2016 and 2015, respectively, and $31 million and $23$29 million for the three months ended June 30,March 31, 2017 and 2016, and 2015, respectively.

Stock Option Plans
The following is a summary of stock options for the sixthree months ended June 30, 2016:March 31, 2017:
Number of Options Weighted Average
Exercise Price per
Option
Number of Options Weighted Average
Exercise Price per
Option
Outstanding at December 31, 2015774,551
 $159.66
Outstanding at December 31, 20163,878,705
 $36.05
Granted150,323
 250.07
723,533
 57.31
Exercised(92,653) 143.45
(111,240) 27.92
Outstanding at June 30, 2016832,221
 177.80
Outstanding at March 31, 20174,490,998
 39.68
 
Details of stock options outstanding as of June 30, 2016March 31, 2017 are as follows:

Number of Options Weighted Average
Exercise Price
 Weighted Average
Remaining
Contractual Life
(Years)
 Aggregate
Intrinsic
Value
(In millions)
Number of Options Weighted Average
Exercise Price
 Weighted Average
Remaining
Contractual Life
(Years)
 Aggregate
Intrinsic
Value
(In millions)
Vested or expected to vest832,221
 $177.80
 6.9 $65
4,490,998
 $39.68
 7.0 $91
Exercisable559,552
 $151.84
 5.9 $58
3,062,860
 $33.81
 6.0 $80
The total intrinsic value of stock options exercised during the six months ended June 30, 2016 and 2015 were $10 million and $14 million, respectively, and $7 million and $9 million forboth the three months ended June 30,March 31, 2017 and 2016 and 2015, respectively.were $3 million. As of June 30, 2016,March 31, 2017, there was $11were $13 million in total unrecognized compensation costs related to stock options. These costs are expected to be recognized over a weighted average period of 2.02.1 years as the stock options vest.
We use the Black-Scholes option pricing model for purposes of valuing stock option awards. During the sixthree months ended June 30,March 31, 2017 and 2016, and 2015, we used the weighted-average assumptions in the table below to compute the value of all options for shares of common stock granted to employees:
Six Months Ended June 30,Three Months Ended March 31,
Assumptions:2016 20152017 2016
Risk-free interest rate1.51% 1.08%1.84% 1.51%
Expected life in years5.0
 5.0
5.0
 5.0
Expected volatility24% 24%21% 24%
Expected dividend yield1.36% 1.25%1.40% 1.36%
Estimated weighted-average fair value of options granted per share$49.39
 $40.94
$10.49
 $9.88
The risk-free interest rate is based on the zero-coupon U.S. Treasury yield curve in effect at the time of grant. The expected life computation is derived from historical exercise patterns and anticipated future patterns. Expected volatilities are based on historical volatility of our stock.
Restricted Stock Plans
In January 2016,2017, we reserved a maximum of 330,9241,534,218 restricted shares for potential issuance as performance-based restricted shares to certain of our employees. The number of shares that will ultimately be granted under the performance awardsthis award will be based on our actual financial performance as compared to financial performance targets set by our board of directors and compensation committee for the year ending December 31, 2016.2017, as well as our 2017 total shareholder return as compared to that of the S&P 500 Index. The maximum compensation expense to be recognized under these performance-based restricted shares is $80$85 million if the maximum financial performance target is met and all 330,9241,534,218 shares vest. The compensation expense to be recognized under these performance-based restricted shares will be $39$42 million if the target financial performance is met, which would result in 165,462767,109 shares vesting. These restricted shares are also subject to a market condition that could reduce the number of shares that are ultimately granted. We will recognize expense on an accelerated basis over the three-year vesting period based on our quarterly assessment of the probable 20162017 actual financial performance as compared to the 20162017 financial performance targets. As of June 30, 2016,March 31, 2017, we determined that it is probable that the financial performance level will be at target for 2016.2017. Based on this assessment, we recorded non-cash compensation expense of $11 million and $6$5 million for the six months and three months ended June 30, 2016, respectively,March 31, 2017 related to these shares and the remaining $28$37 million in non-cash compensation expense will be recorded on an accelerated basis over the remaining vesting period, including $13$19 million of which will be recorded over the remainder of 2016.2017.
The following is a summary of the non-vested restricted shares for the sixthree months ended June 30, 2016:March 31, 2017:  

Number of
Restricted
Stock Shares
 Weighted Average
Grant-Date Fair
Value per Share
Number of
Restricted
Stock Shares
 Weighted Average
Grant-Date Fair
Value per Share
Non-vested at December 31, 20151,254,235 $199.44
Non-vested at December 31, 20166,435,871 $45.33
Granted580,901 248.45
2,971,902 56.97
Vested(447,715) 187.50
(3,023,025) 44.25
Forfeited(36,541) 225.76
(86,044) 50.40
Non-vested at June 30, 20161,350,880 224.22
Non-vested at March 31, 20176,298,704 51.81
Restricted stock shares granted in the table above include both time-based and performance-based grants. Performance-based shares have been presented to reflect the actual shares to be issued based on the achievement of past performance targets. Non-vested performance-based restricted shares granted are presented in the table above at the maximumtarget number of restricted shares that would vest if the maximum performance targets are met. As of June 30, 2016,March 31, 2017, there were $174$235 million in total unrecognized compensation

costs related to the time-based restricted stock and the performance-based restricted stock. These costs are expected to be recognized over a weighted-average period of 1.62.0 years as the restricted stock vests. These unrecognized compensation costs assume that a target performance level will be met on the performance-based restricted shares granted in January 2016.2017. During the sixthree months ended June 30,March 31, 2017 and 2016, and 2015, the total fair value of restricted stock vested under all restricted stock plans was $112$175 million and $86$103 million, respectively.
Stock Repurchase Program
During 2015,In August 2016, our board of directors approved an aggregate of $1.0 billion for future repurchases of our common stock with no fixed expiration date, subject to applicable laws and regulations. The shares repurchased are held in treasury stock. As of March 31, 2017, the remaining board authorization permits repurchases were completedof up to $721 million of our common stock. We expect funding for any share repurchases to come from our operating cash flow or borrowings under stock repurchaseour debt facilities or commercial paper program. Repurchases may be made from time to time on the open market, through established trading plans, in privately-negotiated transactions or otherwise, in accordance with all applicable securities laws, rules and regulations. We have entered into a Rule 10b5-1 trading plan, as authorized by our board of directors.directors, to govern some or all of the repurchases of our shares of common stock, and we began to repurchase shares in October 2016. We may discontinue the stock repurchases at any time and may amend or terminate the Rule 10b5-1 trading plan at any time. The approval of our board of directors for the share repurchases does not obligate us to acquire any particular amount of our common stock. In connection withaddition, our acquisitionboard of Interactive Data duringdirectors may increase or decrease the fourth quarteramount of 2015,capacity we suspended our stock repurchase plan and that plan has now expired. We did not repurchase anyhave for repurchases from time to time.
During the three months ended March 31, 2017, we repurchased 3,911,026 shares of our outstanding common stock duringat a cost of $229 million. These repurchases were completed on the six months ended June 30, 2016.open market and under our 10b5-1 trading plan. The timing and extent of future repurchases if any, that are not made pursuant to a Rule 10b5-1 trading plan will be at our discretion and will depend upon many conditions. Our management and board of directors periodically reviewreviews whether or not to be active in repurchasing our stock. In making a determination regarding any stock repurchases, we consider multiple factors. The factors may include: overall stock market conditions, our common stock price movements, the remaining amount authorized for repurchases by our board of directors, the potential impact of a stock repurchase program on our corporate debt ratings, our expected free cash flow and working capital needs, our current and future planned strategic growth initiatives, and other potential uses of our cash and capital resources.
In AugustDividends
During the three months ended March 31, 2017 and 2016, we paid cash dividends per share of $0.20 and $0.17, respectively, for an aggregate payout of $120 million and $102 million, respectively. The declaration of dividends is subject to the discretion of our board of directors, approved an aggregate of $1.0 billion for future repurchases of our common stock with no fixed expiration date, subject to applicable laws and regulations. Repurchases may be made from time to time on the open market, through established plans, in privately-negotiated transactions or otherwise, in accordance with all applicable securities laws, rulesaffected by various factors, including our future earnings, financial condition, capital requirements, levels of indebtedness, credit ratings and regulations. We plan to enter into a Rule 10b5-1 trading plan in the future to govern the repurchase of our shares of common stock. Assuming we do begin to repurchase our shares of common stock in the future, we may discontinue the stock repurchases at any time and may terminate the Rule 10b5-1 trading plan. The approval for the share repurchases does not obligate us to acquire any particular amount of our common stock. In addition,other considerations our board of directors may increasedeem relevant. Our board of directors has adopted a quarterly dividend declaration policy providing that the declaration of any dividends will be determined quarterly by the board or decreaseaudit committee of the amountboard of capacity we have for repurchases from time to time.directors taking into account such factors as our evolving business model, prevailing business conditions and our financial results and capital requirements, without a predetermined annual net income payout ratio.

8.Income Taxes
Our effective tax rate was 30% and 27% for the six months ended June 30, 2016 and 2015, respectively, and 30% and 27% forboth the three months ended June 30, 2016March 31, 2017 and 2015.2016. The effective tax rates for the six months and three months ended June 30,March 31, 2017 and 2016 and 2015 were lower than the federal statutory rate primarily due to favorable foreign income tax rate differentials, partially offset by state income taxes. The favorableFavorable foreign income tax rate differential resultsdifferentials result primarily from lower income tax rates in the U.K. The effectiveand various other lower tax jurisdictions as compared to the income tax rates for the six months and three months ended June 30, 2016 are higher than the effective tax rate for the comparable periods in 2015 primarily due to a mix of foreign versus U.S. based income and an increase to deferred income taxes in the current year, partially offset by the tax benefit from the early adoption of ASU 2016-09 (Note 2).U.S.
Our non-U.S. subsidiaries had $3.3$4.0 billion in cumulative undistributed earnings as of June 30, 2016.March 31, 2017. This amount represents the post-income tax earnings under U.S. GAAP adjusted for previously taxed income. The earnings from our non-U.S. subsidiaries are

considered to be indefinitely reinvested. Accordingly, no provision for U.S. federal and state income taxes has been made in the accompanying consolidated financial statements. Further, a determination of the unrecognized deferred tax liability is not practicable. Any future distribution by way of dividend of these non-U.S. earnings may subject us to both U.S. federal and state income taxes, as adjusted for non-U.S. tax credits, and withholding taxes payable to various non-U.S. countries.

9.Clearing Organizations
We operate regulated central counterparty clearing houses for the settlement and clearance of derivative contracts. The clearing houses include ICE Clear Europe, ICE Clear Credit, ICE Clear U.S.,US, ICE Clear Canada, ICE Clear Netherlands and ICE Clear Singapore (referred to herein collectively as the “ICE Clearing Houses”).
ICE Clear Europe performs the clearing and settlement for all futures and options contracts traded through ICE Futures Europe and ICE Endex, for CDS contracts submitted for clearing in Europe, and for energy futures and options contracts trading through ICE Futures U.S., and for CDS contracts submitted for clearing in Europe.
ICE Clear Credit performs the clearing and settlement for CDS contracts submitted for clearing in North America.
ICE Clear U.S.US performs the clearing and settlement of agricultural, metals, currencies and financial futures and options contracts traded through ICE Futures U.S.
ICE Clear Canada performs the clearing and settlement for all futures and options contracts traded through ICE Futures Canada.
ICE Clear Netherlands offers clearing for The Order Machine, a multi-lateral trading facility for equity options.
ICE Clear Singapore performs the clearing and settlement for all futures and options contracts traded through ICE Futures Singapore.

Each of the ICE Clearing Houses requires all clearing members to maintain cash on deposit or pledge certain assets, which may include government obligations, non-government obligations letters of credit or gold to guarantee performance of the clearing members’ open positions. Such amounts in total are known as “original margin”. The ICE Clearing Houses may make intraday original margin calls in circumstances where market conditions require additional protection. The daily profits and losses from and to the ICE Clearing Houses due to the marking-to-market of open contracts is known as “variation margin”. The ICE Clearing Houses mark all outstanding contracts to market, and therefore pay and collect variation margin, at least once daily, and in some cases multiple times throughout the day. Marking-to-market allows the ICE Clearing Houses to identify any clearing members that may be unable to satisfy the financial obligations resulting from changes in the prices of their open contracts before those financial obligations become exceptionally large and jeopardize the ability of the ICE Clearing Houses to ensure financial performance of clearing members’ open positions.
Each of the ICE Clearing Houses requires that each clearing member make deposits into a fund known as a “guaranty fund”, which is maintained by the relevant ICE Clearing House. These amounts serve to secure the obligations of a clearing member to the ICE Clearing House to which it has made the guaranty fund deposit and may be used to cover losses sustained by the respective ICE Clearing House in the event of a default of a clearing member.
The ICE Clearing Houses seek to reduce their exposure through a risk management program that includes initial and ongoing financial standards for clearing member admission and continued membership, original and variation margin requirements, and mandatory deposits to the guaranty fund. The amounts that the clearing members are required to maintain in the original margin and guaranty fund accounts are determined by standardized parameters established by the risk management departments and reviewed by the risk committees and the boards of directors of each of the ICE Clearing Houses and may fluctuate over time. As of June 30, 2016March 31, 2017 and December 31, 2015,2016, the ICE Clearing Houses have received or have been pledged $89.1$97.7 billion and $87.2$95.7 billion, respectively, in cash and non-cash collateral in original margin and guaranty fund deposits to cover price movements of underlying contracts for both periods. The ICE Clearing Houses also have powers of assessment that provide the ability to collect additional funds from their clearing members to cover a defaulting member’s remaining obligations up to the limits established under the respective rules of each ICE Clearing House.
Should a particular clearing member fail to deposit original margin, or fail to make a variation margin payment, when and as required, the relevant ICE Clearing House may liquidate or hedge the clearing member’s open positions and use the clearing member’s original margin and guaranty fund deposits to make up any amount owed. In the event that those deposits are not sufficient to pay the amount owed in full, the ICE Clearing Houses may utilize the respective guaranty fund deposits of their respective clearing members on a pro-rata basis for that purpose.
We have contributed $150 million, $50 million and $50 million in cash to the ICE Clear Europe, ICE Clear Credit and ICE Clear U.S.US guaranty funds, respectively, as of June 30, 2016,March 31, 2017, and such amounts are at risk and could be used in the event of a clearing member default where the amount of the defaulting clearing member’s original margin and guaranty fund deposits are insufficient. We have also contributed $3 million in cash in total to the ICE Clear Canada, ICE Clear Netherlands and ICE Clear Singapore guaranty

funds. The $250$253 million combined contributions to the guaranty funds as of June 30, 2016March 31, 2017 and December 31, 20152016 are included in long-term restricted cash in the accompanying consolidated balance sheets.
As of June 30,March 31, 2017, our cash margin deposits and guaranty fund are as follows for the ICE Clearing Houses (in millions):
 
ICE Clear 
Europe
 ICE Clear
Credit
 ICE Clear  US Other ICE Clearing Houses Total
Original margin$22,597
 $19,504
 $4,933
 $124
 $47,158
Guaranty fund2,643
 2,170
 328
 55
 5,196
Total$25,240
 $21,674
 $5,261
 $179
 $52,354
As of December 31, 2016, our cash margin deposits and guaranty fund are as follows for the ICE Clearing Houses (in millions):
 
ICE Clear 
Europe
 ICE Clear
Credit
 ICE Clear  U.S. Other ICE Clearing Houses Total
Original margin$25,177
 $14,176
 $4,445
 $160
 $43,958
Guaranty fund2,797
 1,431
 303
 12
 4,543
Total$27,974
 $15,607
 $4,748
 $172
 $48,501
As of December 31, 2015, our cash margin deposits and guaranty fund are as follows for the ICE Clearing Houses (in millions):
ICE Clear 
Europe
 ICE Clear
Credit
 ICE Clear  U.S. Other ICE Clearing Houses Total
ICE Clear 
Europe
 ICE Clear
Credit
 ICE Clear  US Other ICE Clearing Houses Total
Original margin$28,454
 $13,750
 $3,882
 $159
 $46,245
$27,046
 $16,833
 $6,184
 $107
 $50,170
Guaranty fund2,589
 2,011
 311
 13
 4,924
2,444
 2,135
 316
 85
 4,980
Total$31,043
 $15,761
 $4,193
 $172
 $51,169
$29,490
 $18,968
 $6,500
 $192
 $55,150
We have recorded these cash deposits in the accompanying consolidated balance sheets as current assets with corresponding current liabilities to the clearing members of the relevant ICE Clearing House. All cash securities and letters of creditsecurities are available only to meet the financial obligations of that clearing member to the relevant ICE Clearing House. ICE Clear Europe, ICE Clear Credit, ICE Clear U.S.,US, ICE Clear Canada, ICE Clear Netherlands and ICE Clear Singapore are separate legal entities and are not subject to the liabilities of the other ICE Clearing Houses or the obligations of the members of the other ICE Clearing Houses. The

amount of these cash deposits may fluctuate due to the types of margin collateral choices available to clearing members and the change in the amount of deposits required. As a result, these assets and corresponding liabilities may vary significantly over time.
Except with respect to ICE Clear Credit, the majority ofOf the cash held by the ICE Clearing Houses, as of March 31, 2017, $31.9 billion is secured in reverse repurchase agreements with primarily overnight maturities or direct investment in U.S. government securities. ICE Clear Credit, has been designated as a systemically important financial market utility as designated by the Financial Stability Oversight Council, and has been authorized to establish and maintain a cash account at the Federal Reserve Bank of Chicago. ICE Clear Credit held $7.3$17.3 billion of its U.S. dollar cash in the guaranty fund and in original margin in the cash accountaccounts at the Federal Reserve Bank of Chicago as of June 30, 2016.March 31, 2017. The remaining cash deposits at the ICE Clearing Houses are held in demand deposit accounts at large, highly rated financial institutions and directly in U.S. Treasury securities with original maturities of less than 12 months. The carrying value of these securities approximates their fair value due to the short-term nature of the instruments and repurchase agreements.
In addition to the cash deposits for original margin and the guaranty fund, the ICE Clearing Houses have also received other assets from clearing members, which may include government obligations, and may include other non-cash collateral such as certain agency and corporate debt letters of credit or gold to mitigate credit risk. These assets are not reflected in the accompanying consolidated balance sheets as the risks and rewards of these assets remain with the clearing members unless the ICE Clearing Houses have sold or re-pledged the assets or in the event of a clearing member default, where the clearing member is no longer entitled to redeem the assets. Any income, gain or loss accrues to the clearing member. For certain non-cash deposits, the ICE Clearing Houses may impose discount or “haircut” rates to ensure adequate collateral levels to account for fluctuations in the market value of these deposits. As of June 30, 2016March 31, 2017 and December 31, 2015,2016, the assets pledged by the clearing members as original margin and guaranty fund deposits for each of the ICE Clearing Houses are detailed below (in millions):
As of June 30, 2016 As of December 31, 2015As of March 31, 2017 As of December 31, 2016
ICE Clear 
Europe
 ICE Clear Credit ICE  Clear  U.S. Other ICE Clearing Houses 
ICE Clear 
Europe
 ICE Clear Credit ICE  Clear  U.S. Other ICE Clearing Houses
ICE Clear 
Europe
 ICE Clear Credit ICE  Clear  US Other ICE Clearing Houses 
ICE Clear 
Europe
 ICE Clear Credit ICE  Clear  US Other ICE Clearing Houses
Original margin:                              
Government securities at face value$23,465
 $6,157
 $9,862
 $44
 $21,690
 $4,989
 $8,161
 $97
$26,671
 $5,028
 $12,735
 $20
 $22,961
 $6,013
 $10,542
 $37
Letters of credit
 
 
 389
 
 
 
 381
Other
 
 
 373
 
 
 
 368
Total$23,465
 $6,157
 $9,862
 $433
 $21,690
 $4,989
 $8,161
 $478
$26,671
 $5,028
 $12,735
 $393
 $22,961
 $6,013
 $10,542
 $405
Guaranty fund:                              
Government securities at face value$261
 $179
 $153
 $45
 $267
 $229
 $158
 $61
$249
 $90
 $152
 $39
 $217
 $178
 $147
 $40

10.Fair Value Measurements

Our financial instruments consist primarily of cash and cash equivalents, short-term and long-term restricted cash and investments, short-term and long-term investments, customer accounts receivable, margin deposits and guaranty funds, cost and equity method investments, short-term and long-term debt and certain other short-term assets and liabilities. The fair value of our financial instruments are measured based on a three-level hierarchy:
Level 1 inputs — quoted prices for identical assets or liabilities in active markets.
Level 2 inputs — observable inputs other than Level 1 inputs such as quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices that are directly observable.
Level 3 inputs — unobservable inputs supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
In general, weWe use Level 1 inputs to determine fair value. The Level 1 assets consist of U.S. Treasury securities, equity and other securities listed in active markets, and investments in publicly traded mutual funds held for the purpose of providing future payments of the supplemental executive retirement and the supplemental executive savings plans.
Financial assets and liabilities recorded in the accompanying consolidated balance sheets as of June 30, 2016March 31, 2017 and December 31, 20152016 are classified in their entirety based on the lowest level of input that is significant to the asset or liability’s fair value measurement. Financial instruments measured at fair value on a recurring basis as of June 30, 2016March 31, 2017 and December 31, 20152016 are as follows (in millions):

As of June 30, 2016 As of December 31, 2015As of March 31, 2017 As of December 31, 2016
Level 1 Level 2 and 3 Total Level 1 Level 2 and 3 TotalLevel 1 Level 2 and 3 Total Level 1 Level 2 and 3 Total
Assets at fair value:                      
Long-term investment in equity securities$427
 $
 $427
 $299
 $
 $299
$
 $
 $
 $432
 $
 $432
U.S. Treasury securities503
 
 503
 449
 
 449
532
 
 532
 500
 
 500
Mutual Funds24
 
 24
 29
 
 29
21
 
 21
 23
 
 23
Total assets at fair value$954
 $
 $954
 $777
 $
 $777
$553
 $
 $553
 $955
 $
 $955
As of June 30, 2016,March 31, 2017, the fair value of our $1.24 billion 2020 Senior Notes was $1.30$1.27 billion, the fair value of our $1.24 billion 2025 Senior Notes was $1.35$1.29 billion, the fair value of our $852$851 million NYSE USD Notes was $860$851 million, the fair value of our $789$791 million 2023 Senior Notes was $865$832 million, and the fair value of our $597$598 million 2018 Senior Notes was $615$607 million. The fair values of these fixed rate notes were estimated using quoted market prices for these instruments. The fair value of our commercial paper approximates the carrying value since the rates of interest on this short-term debt approximate market rates as of June 30, 2016March 31, 2017. All other financial instruments are determined to approximate carrying value due to the short period of time to their maturities.
The long-term investment in equity securities represents our investmentUntil March 29, 2017, we held a 12% ownership interest in Cetip, S.A., or Cetip, which is recordedwe classified as an available-for-sale investment, and is recorded and held in Brazilian reais.long-term investment. Cetip was valuedrecorded at $427 million as of June 30, 2016,its fair value using its quoted market price. Changes in the fair value of the Cetip investmentavailable-for-sale securities are currently reflected in accumulated other comprehensive income, (loss) and do not impact earnings, except toinclude the extent thateffects of both stock price and foreign currency translation fluctuations. The unrealized holding gains and losses are excluded from earnings and reported in other comprehensive income until realized. Realized gains and losses, and declines in value deemed to be other-than-temporary, are recognized in earnings.
We acquired the common stock of Cetip for an aggregate consideration of $514 million in cash in July 2011. During the year ended December 31, 2013, we recognized an impairment loss on our Cetip investment of $190 million, primarily due to unfavorable foreign exchange rate changes, which was equal to the difference between the $324 million fair value as of December 31, 2013 and the original investment cost of $514 million. The $324 million fair value of the Cetip investment as of December 31, 2013 became our new cost basis. The long-term investment in equity securities as of December 31, 2016 represents our investment in Cetip, which was valued at $432 million, including a $108 million accumulated unrealized gain.
On March 29, 2017, Cetip and BM&FBOVESPA S.A. finalized a merger agreement. BM&FBOVESPA S.A., which changed its name to B3 S.A. - Brasil, Bolsa, Balcao, or B3, following the merger with Cetip, is a stock exchange and leading operator of registration, clearing, custodial and settlement services for equities, financial securities, indices, rates, commodities and currencies and is located in São Paulo, Brazil. The merger valued our Cetip investment at $500 million. We received the proceeds in cash and in B3 common stock.
The cash component was valued at $319 million, which was subject to Brazilian capital gains tax of $28 million that was remitted to the Brazilian tax authorities in March 2017. The net amount of $291 million is presented in the accompanying consolidated balance sheet as of March 31, 2017 as a receivable in prepaid expenses and other than temporary (Note 2). Ascurrent assets. We ultimately received net cash proceeds in April 2017 of June 30, 2016,$286 million, which is net of a foreign exchange loss of $5 million that was incurred in April 2017.

We received 29,623,756 B3 common shares valued at their quoted market price of $181 million, which also is included in prepaid expenses and other current assets in the accompanying consolidated balance sheet as of March 31, 2017. A deferred capital gain tax of $26 million related to the B3 shares is presented as a non-current deferred tax liability as of March 31, 2017. In April 2017, we hadsold the B3 common shares for net proceeds of $152 million, which is net of the amounts remitted for the Brazilian capital gains tax and further transaction expenses of $3 million that were incurred in April 2017.
The $500 million fair value of our investment in Cetip included an accumulated unrealized gain related to this investment of $103 million.
In April 2016, Cetip and BM&FBOVESPA in Brazil entered into a merger agreement. Consummation of the merger remains subject to approval by the regulatory bodies of the Central Bank of Brazil, the Securities and Exchange Commission of Brazil and Brazil’s Council for Economic Defense. The proposed merger values Cetip at R$43.79 per share based upon the June 30, 2016 BM&FBOVESPA closing stock price. Under the terms of the merger agreement, Cetip shareholders will receive a combination of cash (75%) and BM&FBOVESPA stock (25%). Given that a portion of the purchase price consists of BM&FBOVESPA stock, the merger agreement includes an adjustment mechanism that provides for a stock valuation$176 million, based on the BMF&BOVESPA average trading price during$324 million cost basis. In connection with the 30 trading days precedingsale of our equity investment in Cetip, the last required regulatory approval, with$176 million accumulated unrealized gain was reclassified out of accumulated other comprehensive income and was recognized in other income as a minimumrealized investment gain in the accompanying consolidated statement of income for the three months ended March 31, 2017. We plan to use the $438 million in net cash and stock valuationproceeds received from the merger and sale of R$42.00 perB3 shares in April 2017 to pay down amounts outstanding under our Commercial Paper Program and for share and a maximum stock valuation of R$48.51 per share.  repurchases.
As of June 30, 2016,March 31, 2017, we held $503were holding $532 million in U.S. Treasury securities, all of which had remaining maturities of less than one year at the date of purchase.securities. Of these securities, $33 million were recorded as cash and cash equivalents, $320$382 million were recorded as short-term restricted cash and investments and $150 million were recorded as long-term restricted cash and investments in the accompanying consolidated balance sheet as of June 30, 2016. All ofMarch 31, 2017. We account for the U.S. Treasury securities recordedheld using the available-for-sale method.
Mutual funds represent equity and fixed income mutual funds held for the purpose of providing future payments for the supplemental executive savings plan and the supplemental executive retirement plan and are classified as cash and cash equivalents have original maturities of less than 90 days.available-for-sale securities.
We did not use Level 2 and 3 inputs to determine the fair value of assets or liabilities measured at fair value on a recurring basis as of June 30, 2016March 31, 2017 or December 31, 2015.2016. We measure certain assets, such as intangible assets and cost and equity method investments, at fair value on a non-recurring basis. These assets are recognized at fair value if they are deemed to be impaired. As of June 30, 2016March 31, 2017 and December 31, 2015,2016, none of these assets were required to be recorded at fair value since no impairment indicatorsnone of these assets were present.deemed impaired.

11.Condensed Consolidating Financial Statements (Unaudited)
    
In connection with our acquisition of NYSE, Intercontinental Exchange, Inc., or ICE, and NYSE Holdings LLC, or NYSE Holdings, established various guarantees to protect against structural subordination of each entity’s existing indebtedness. NYSE Holdings is our 100% owned subsidiary and fully and unconditionally guarantees, on an unsecured and unsubordinated basis, the payment of principal, premium, if any, and interest of our senior notes. Similarly, ICE fully and unconditionally guarantees, on an unsecured and unsubordinated basis, the payment of principal, premium, if any, and interest of the NYSE USD Notes. The guarantees will remain in place until each applicable debt obligation has been satisfied.the NYSE Notes mature in October 2017.

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 (Parent); (ii) NYSE Holdings; (iii) the subsidiary non-guarantors; (iv) elimination entries necessary to consolidate each of ICE (Parent) and NYSE Holdings with the non-guarantor subsidiaries; and (v) on a consolidated basis. 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, 2016March 31, 2017
(In millions)

ICE
 (Parent)
 Subsidiary
Guarantor - NYSE Holdings
 Subsidiary
Non-Guarantors
 
Consolidating
 Adjustments
 
Consolidated
 Total
ICE
 (Parent)
 Subsidiary
Guarantor - NYSE Holdings
 Subsidiary
Non-Guarantors
 
Consolidating
 Adjustments
 
Consolidated
 Total
Current assets:                  
Cash and cash equivalents$2
 $
 $388
 $
 $390
$3
 $
 $357
 $
 $360
Intercompany receivable3,267
 
 312
 (3,579) 
2,211
 
 
 (2,211) 
Margin deposits and guaranty funds
 
 48,501
 
 48,501

 
 52,354
 
 52,354
Notes receivable from affiliate, current
 343
 
 (343) 

 281
 33
 (314) 
Other current assets2
 
 1,737
 
 1,739

 
 2,359
 
 2,359
Total current assets3,271
 343
 50,938
 (3,922)
50,630
2,214
 281
 55,103
 (2,525)
55,073
Property and equipment, net
 
 1,048
 
 1,048

 
 1,132
 
 1,132
Other non-current assets:                  
Goodwill and other intangible assets, net
 
 22,539
 
 22,539

 
 22,658
 
 22,658
Investment in subsidiaries21,776
 13,925
 
 (35,701) 
23,761
 13,571
 
 (37,332) 
Notes receivable from affiliate, non-current
 5,433
 4,689
 (10,122) 
620
 6,318
 7,098
 (14,036) 
Other non-current assets91
 10
 906
 
 1,007
102
 10
 488
 
 600
Total other non-current assets21,867
 19,368
 28,134
 (45,823) 23,546
24,483
 19,899
 30,244
 (51,368) 23,258
Total assets$25,138
 $19,711
 $80,120
 $(49,745) $75,224
$26,697
 $20,180
 $86,479
 $(53,893) $79,463
                  
Current liabilities:                  
Short-term debt$1,811
 $
 $
 $
 $1,811
$1,525
 $851
 $
 $
 $2,376
Margin deposits and guaranty funds
 
 48,501
 
 48,501

 
 52,354
 
 52,354
Intercompany payable
 3,579
 
 (3,579) 

 1,864
 347
 (2,211) 
Notes payable to affiliates, current281
 
 62
 (343) 
283
 31
 
 (314) 
Other current liabilities24
 
 1,102
 
 1,126
64
 
 1,212
 
 1,276
Total current liabilities2,116
 3,579
 49,665
 (3,922) 51,438
1,872
 2,746
 53,913
 (2,525) 56,006
Non-current liabilities:                  
Long-term debt3,868
 851
 
 
 4,719
3,872
 
 
 
 3,872
Notes payable to affiliates, non-current3,858
 831
 5,433
 (10,122) 
5,194
 1,903
 6,939
 (14,036) 
Other non-current liabilities4
 
 3,700
 
 3,704
4
 
 3,757
 
 3,761
Total non-current liabilities7,730
 1,682
 9,133
 (10,122) 8,423
9,070
 1,903
 10,696
 (14,036) 7,633
Total liabilities9,846
 5,261
 58,798
 (14,044) 59,861
10,942
 4,649
 64,609
 (16,561) 63,639
Redeemable non-controlling interest
 
 33
 
 33

 
 37
 
 37
                  
Equity:                  
Total shareholders' equity15,292
 14,450
 21,251
 (35,701) 15,292
Total shareholders’ equity15,755
 15,531
 21,801
 (37,332) 15,755
Non-controlling interest in consolidated subsidiaries
 
 38
 
 38

 
 32
 
 32
Total equity15,292
 14,450
 21,289
 (35,701) 15,330
15,755
 15,531
 21,833
 (37,332) 15,787
Total liabilities and equity$25,138
 $19,711
 $80,120
 $(49,745) $75,224
$26,697
 $20,180
 $86,479
 $(53,893) $79,463

















Intercontinental Exchange, Inc.
Condensed Consolidating Balance Sheets
As of December 31, 20152016
(In millions)

ICE
 (Parent)
 Subsidiary
Guarantor - NYSE Holdings
 Subsidiary
Non-Guarantors
 
Consolidating
 Adjustments
 
Consolidated
 Total
ICE
 (Parent)
 Subsidiary
Guarantor - NYSE Holdings
 Subsidiary
Non-Guarantors
 
Consolidating
 Adjustments
 
Consolidated
 Total
Current assets:                  
Cash and cash equivalents$1
 $
 $626
 $
 $627
$1
 $
 $406
 $
 $407
Intercompany receivable3,176
 
 
 (3,176) 
2,340
 
 
 (2,340) 
Margin deposits and guaranty funds
 
 51,169
 
 51,169

 
 55,150
 
 55,150
Note receivable from affiliate, current
 705
 77
 (782) 

 281
 23
 (304) 
Other current assets5
 
 1,512
 
 1,517

 
 1,576
 
 1,576
Total current assets3,182
 705
 53,384
 (3,958) 53,313
2,341
 281
 57,155
 (2,644) 57,133
Property and equipment, net
 
 1,037
 
 1,037

 
 1,129
 
 1,129
Other non-current assets:                  
Goodwill and other intangible assets, net
 
 22,837
 
 22,837

 
 22,711
 
 22,711
Investment in subsidiaries21,120
 9,840
 
 (30,960) 
23,266
 13,238
 
 (36,504) 
Note receivable from affiliate, non-current
 3,128
 3,370
 (6,498) 
620
 5,958
 6,373
 (12,951) 
Other non-current assets20
 10
 770
 
 800
100
 11
 919
 
 1,030
Total other non-current assets21,140
 12,978
 26,977
 (37,458) 23,637
23,986
 19,207
 30,003
 (49,455) 23,741
Total assets$24,322
 $13,683
 $81,398
 $(41,416) $77,987
$26,327
 $19,488
 $88,287
 $(52,099) $82,003
                  
Current liabilities:                  
Short-term debt$2,591
 $
 $
 $
 $2,591
$1,642
 $851
 $
 $
 $2,493
Margin deposits and guaranty funds
 
 51,169
 
 51,169

 
 55,150
 
 55,150
Intercompany payable
 1,784
 1,392
 (3,176) 

 1,935
 405
 (2,340) 
Notes payable to affiliates, current358
 
 424
 (782) 
281
 23
 
 (304) 
Other current liabilities36
 
 947
 
 983
31
 
 943
 
 974
Total current liabilities2,985
 1,784
 53,932
 (3,958) 54,743
1,954
 2,809
 56,498
 (2,644) 58,617
Non-current liabilities:                  
Long-term debt3,865
 852
 
 
 4,717
3,871
 
 
 
 3,871
Notes payable to affiliates, non-current2,629
 741
 3,128
 (6,498) 
4,781
 1,592
 6,578
 (12,951) 
Other non-current liabilities35
 
 3,617
 
 3,652
4
 
 3,721
 
 3,725
Total non-current liabilities6,529
 1,593
 6,745
 (6,498) 8,369
8,656
 1,592
 10,299
 (12,951) 7,596
Total liabilities9,514
 3,377
 60,677
 (10,456) 63,112
10,610
 4,401
 66,797
 (15,595) 66,213
Redeemable non-controlling interest
 
 35
 
 35

 
 36
 
 36
                  
Equity:                  
Total shareholders' equity14,808
 10,306
 20,654
 (30,960) 14,808
Total shareholders’ equity15,717
 15,087
 21,417
 (36,504) 15,717
Non-controlling interest in consolidated subsidiaries
 
 32
 
 32

 
 37
 
 37
Total equity14,808
 10,306
 20,686
 (30,960) 14,840
15,717
 15,087
 21,454
 (36,504) 15,754
Total liabilities and equity$24,322
 $13,683
 $81,398
 $(41,416) $77,987
$26,327
 $19,488
 $88,287
 $(52,099) $82,003

















Intercontinental Exchange, Inc.
Condensed Consolidating Statements of Income
SixThree Months Ended June 30, 2016March 31, 2017
(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 benefits1
 
 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 expenses1
 
 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 subsidiaries816
 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


Intercontinental Exchange, Inc.
Condensed Consolidating Statements of Comprehensive Income
Six Months Ended June 30, 2016
(In millions)
 

ICE
 (Parent)
 Subsidiary
Guarantor - NYSE Holdings
 Subsidiary
Non-Guarantors
 
Consolidating
 Adjustments
 
Consolidated
 Total
Net income$726
 $619
 $822
 $(1,427) $740
Other comprehensive income (loss):         
   Foreign currency translation adjustments
 
 (199) 
 (199)
   Change in fair value of available-for-sale-securities
 
 129
 
 129
Total other comprehensive loss
 
 (70) 
 (70)
Comprehensive loss of subsidiaries(70) (18) 
 88
 
Comprehensive income656
 601
 752
 (1,339) 670
Comprehensive income attributable to non-controlling interests
 
 (14) 
 (14)
Comprehensive income attributable to ICE$656
 $601
 $738
 $(1,339) $656

Intercontinental Exchange, Inc.
Condensed Consolidating Statements of Income
Three Months Ended June 30, 2016
(In millions)

ICE
 (Parent)
 Subsidiary
Guarantor - NYSE Holdings
 Subsidiary
Non-Guarantors
 
Consolidating
 Adjustments
 
Consolidated
 Total
ICE
 (Parent)
 Subsidiary
Guarantor - NYSE Holdings
 Subsidiary
Non-Guarantors
 
Consolidating
 Adjustments
 
Consolidated
 Total
Revenues:                  
Transaction and clearing, net$
 $
 $860
 $
 $860
$
 $
 $798
 $
 $798
Data services
 
 497
 
 497

 
 520
 
 520
Listings and other revenues
 
 147
 
 147

 
 151
 
 151
Revenues
 
 1,504
 
 1,504

 
 1,469
 
 1,469
Transaction-based expenses
 
 375
 
 375

 
 305
 
 305
Revenues, less transaction-based expenses
 
 1,129
 
 1,129

 
 1,164
 
 1,164
Operating expenses:                  
Compensation and benefits1
 
 235
 
 236
1
 
 244
 
 245
Acquisition-related transaction and integration costs
 
 14
 
 14
Technology and communication
 
 92
 
 92

 
 98
 
 98
Acquisition-related transaction and integration costs
 
 20
 
 20
Selling, general, administrative and other
 
 84
 
 84

 
 91
 
 91
Depreciation and amortization
 
 146
 
 146

 
 134
 
 134
Operating expenses1
 
 577
 
 578
1
 
 581
 
 582
Operating income (loss)(1) 
 552
 
 551
(1) 
 583
 
 582
Intercompany interest on loans(6) 8
 (2) 
 
(10) 18
 (8) 
 
Other income (expense), net(38) (4) 7
 
 (35)(37) (4) 182
 
 141
Total other income (expense), net(44) 4
 5
 
 (35)(47) 14
 174
 
 141
Income (loss) before income taxes(45) 4
 557
 
 516
(48) 14
 757
 
 723
Income tax expense
 
 153
 
 153

 
 213
 
 213
Equity earnings from subsidiaries402
 324
 
 (726) 
550
 430
 
 (980) 
Net income$357
 $328
 $404
 $(726) $363
$502
 $444
 $544
 $(980) $510
Net income attributable to non-controlling interest
 
 (6) 
 (6)
 
 (8) 
 (8)
Net income attributable to ICE$357
 $328
 $398
 $(726) $357
$502
 $444
 $536
 $(980) $502


Intercontinental Exchange, Inc.
Condensed Consolidating Statements of Comprehensive Income
Three Months Ended June 30, 2016March 31, 2017
(In millions)

ICE
 (Parent)
 Subsidiary
Guarantor - NYSE Holdings
 Subsidiary
Non-Guarantors
 
Consolidating
 Adjustments
 
Consolidated
 Total
ICE
 (Parent)
 Subsidiary
Guarantor - NYSE Holdings
 Subsidiary
Non-Guarantors
 
Consolidating
 Adjustments
 
Consolidated
 Total
Net income$357
 $328
 $404
 $(726) $363
$502
 $444
 $544
 $(980) $510
Other comprehensive income (loss):                  
Foreign currency translation adjustments
 
 (125) 
 (125)
 
 25
 
 25
Change in fair value of available-for-sale-securities
 
 75
 
 75

 
 68
 
 68
Total other comprehensive loss
 
 (50) 
 (50)
Reclassification of realized gain on available-for-sale investment to other income
 
 (176) 
 (176)
Other comprehensive loss
 
 (83) 
 (83)
Comprehensive loss of subsidiaries(50) (28) 
 78
 
(83) (87) 
 170
 
Comprehensive income307
 300
 354
 (648) 313
419
 357
 461
 (810) 427
Comprehensive income attributable to non-controlling interests
 
 (6) 
 (6)
 
 (8) 
 (8)
Comprehensive income attributable to ICE$307
 $300
 $348
 $(648) $307
$419
 $357
 $453
 $(810) $419



Intercontinental Exchange, Inc.
Condensed Consolidating Statements of Income
SixThree Months Ended June 30, 2015March 31, 2016
(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 benefits1
 
 294
 
 295
   Technology and communication
 
 98
 
 98
   Acquisition-related transaction and integration costs
 
 26
 
 26
   Selling, general, administrative and other1
 
 153
 
 154
   Depreciation and amortization
 
 182
 
 182
Operating expenses2
 
 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 subsidiaries606
 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 Comprehensive Income
Six Months Ended June 30, 2015
(In millions)
 

ICE
 (Parent)
 Subsidiary Guarantor - NYSE Holdings Subsidiary
Non-Guarantors
 
Consolidating
 Adjustments
 
Consolidated
 Total
Net income$598
 $154
 $634
 $(774) $612
Other comprehensive income (loss):         
   Foreign currency translation adjustments
 1
 18
 
 19
   Change in fair value of available-for-sale-securities
 
 (39) 
 (39)
   Employment benefit plan adjustments
 
 (2) 
 (2)
Total other comprehensive income (loss)
 1
 (23) 
 (22)
Comprehensive loss of subsidiaries(22) (14) 
 36
 
Comprehensive income576
 141
 611
 (738) 590
Comprehensive income attributable to non-controlling interests
 
 (14) 
 (14)
Comprehensive income attributable to ICE$576
 $141
 $597
 $(738) $576

Intercontinental Exchange, Inc.
Condensed Consolidating Statements of Income
Three Months Ended June 30, 2015
(In millions)

ICE
 (Parent)
 Subsidiary Guarantor - NYSE Holdings Subsidiary
Non-Guarantors
 
Consolidating
 Adjustments
 
Consolidated
 Total
ICE
 (Parent)
 Subsidiary Guarantor - NYSE Holdings Subsidiary
Non-Guarantors
 
Consolidating
 Adjustments
 
Consolidated
 Total
Revenues:                  
Transaction and clearing, net$
 $
 $747
 $
 $747
$
 $
 $929
 $
 $929
Data services
 
 205
 
 205

 
 477
 
 477
Listings and other revenues
 
 144
 
 144

 
 148
 
 148
Revenues
 
 1,096
 
 1,096

 
 1,554
 
 1,554
Transaction-based expenses
 
 299
 
 299

 
 400
 
 400
Revenues, less transaction-based expenses
 
 797
 
 797

 
 1,154
 
 1,154
Operating expenses:                  
Compensation and benefits1
 
 143
 
 144

 
 236
 
 236
Acquisition-related transaction and integration costs
 
 27
 
 27
Technology and communication
 
 47
 
 47

 
 92
 
 92
Acquisition-related transaction and integration costs
 
 7
 
 7
Selling, general, administrative and other
 
 76
 
 76

 
 72
 
 72
Depreciation and amortization
 
 93
 
 93

 
 143
 
 143
Operating expenses1
 
 366
 
 367

 
 570
 
 570
Operating income (loss)(1) 
 431
 
 430
Operating income
 
 584
 
 584
Intercompany interest on loans(1) 9
 (8) 
 
(4) 8
 (4) 
 
Other income (expense), net(26) 7
 (13) 
 (32)(41) (4) 1
 
 (44)
Total other income (expense), net(27) 16
 (21) 
 (32)(45) 4
 (3) 
 (44)
Income (loss) before income taxes(28) 16
 410
 
 398
(45) 4
 581
 
 540
Income tax expense (benefit)(10) 
 119
 
 109
Income tax expense
 
 163
 
 163
Equity earnings from subsidiaries301
 71
 
 (372) 
414
 113
 
 (527) 
Net income$283
 $87
 $291
 $(372) $289
$369
 $117
 $418
 $(527) $377
Net income attributable to non-controlling interest
 
 (6) 
 (6)
 
 (8) 
 (8)
Net income attributable to ICE$283
 $87
 $285
 $(372) $283
$369
 $117
 $410
 $(527) $369


Intercontinental Exchange, Inc.
Condensed Consolidating Statements of Comprehensive Income
Three Months Ended June 30, 2015March 31, 2016
(In millions)

ICE
 (Parent)
 Subsidiary Guarantor - NYSE Holdings Subsidiary
Non-Guarantors
 
Consolidating
 Adjustments
 
Consolidated
 Total
ICE
 (Parent)
 Subsidiary Guarantor - NYSE Holdings Subsidiary
Non-Guarantors
 
Consolidating
 Adjustments
 
Consolidated
 Total
Net income$283
 $87
 $291
 $(372) $289
$369
 $117
 $418
 $(527) $377
Other comprehensive income (loss):                  
Foreign currency translation adjustments
 
 56
 
 56

 
 (74) 
 (74)
Change in fair value of available-for-sale-securities
 
 31
 
 31

 
 54
 
 54
Employment benefit plan adjustments
 
 (2) 
 (2)
Total other comprehensive income
 
 85
 
 85
Comprehensive income of subsidiaries85
 13
 
 (98) 
Other comprehensive loss
 
 (20) 
 (20)
Comprehensive loss of subsidiaries(25) (19) 
 44
 
Comprehensive income368
 100
 376
 (470) 374
344
 98
 398
 (483) 357
Comprehensive income attributable to non-controlling interests
 
 (6) 
 (6)
 
 (8) 
 (8)
Comprehensive income attributable to ICE$368
 $100
 $370
 $(470) $368
$344
 $98
 $390
 $(483) $349



Intercontinental Exchange, Inc.
Condensed Consolidating Statements of Cash Flows
SixThree Months Ended June 30, 2016March 31, 2017
(In millions)

ICE
 (Parent)
 Subsidiary
Guarantor - NYSE Holdings
 
Subsidiary
Non-Guarantors
 
Consolidating
 Adjustments
 
Consolidated
 Total
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
$(2) $112
 $509
 $(8) $611
Investing activities:                  
Cash received for divestiture (net of cash paid for acquisition)
 
 22
 
 22
Loans to subsidiaries(91) (1,943) (1,554) 3,588
 
129
 (360) (735) 966
 
Capital expenditures and capitalized software development costs
 
 (157) 
 (157)
 
 (66) 
 (66)
Increase in restricted cash and investments
 
 (75) 
 (75)
 
 (64) 
 (64)
Other investing activities
 
 (70) 
 (70)
Net cash used in investing activities(91) (1,943) (1,856) 3,588
 (302)
Net cash provided by (used in) investing activities129
 (360) (843) 966
 (108)
Financing activities:                  
Repayments of commercial paper, net(780) (1) 
 
 (781)(117) 
 
 
 (117)
Intercompany borrowing1,152
 1,885
 551
 (3,588) 
415
 248
 303
 (966) 
Dividends to shareholders(205) 
 
 
 (205)(120) 
 
 
 (120)
Intercompany dividends
 
 (65) 65
 

 
 (8) 8
 
Repurchases of common stock(229) 
 
 
 (229)
Other financing activities(35) 
 (10) 
 (45)(74) 
 (11) 
 (85)
Net cash provided by (used in) financing activities132
 1,884
 476
 (3,523) (1,031)(125) 248
 284
 (958) (551)
Effect of exchange rates on cash and cash equivalents
 
 (7) 
 (7)
 
 1
 
 1
Net increase (decrease) in cash and cash equivalents1
 
 (238) 
 (237)2
 
 (49) 
 (47)
Cash and cash equivalents, beginning of period1
 
 626
 
 627
1
 
 406
 
 407
Cash and cash equivalents, end of period$2
 $
 $388
 $
 $390
$3
 $
 $357
 $
 $360


Intercontinental Exchange, Inc.
Condensed Consolidating Statements of Cash Flows
SixThree Months Ended June 30, 2015March 31, 2016
(In millions)

ICE
 (Parent)
 Subsidiary Guarantor - NYSE Holdings 
Subsidiary
Non-Guarantors
 
Consolidating
 Adjustments
 
Consolidated
 Total
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
$(15) $24
 $609
 $(21) $597
Investing activities:                  
Loans to subsidiaries
 (305) (801) 1,106
 
131
 70
 (627) 426
 
Proceeds from term deposits and sales of available-for-sale investments
 1,084
 
 
 1,084
Capital expenditures and capitalized software development costs
 
 (136) 
 (136)
 
 (56) 
 (56)
Decrease in restricted cash and investments
 
 11
 
 11
Other investing activities
 
 (60) 
 (60)
Increase in restricted cash and investments
 
 (3) 
 (3)
Net cash provided by (used in) investing activities
 779
 (986) 1,106
 899
131
 70
 (686) 426
 (59)
Financing activities:                  
Repayments of debt facilities and commercial paper, net111
 (1,029) 
 
 (918)
Repayments of commercial paper, net(543) 
 
 
 (543)
Intercompany borrowing495
 283
 328
 (1,106) 
573
 (94) (53) (426) 
Dividends to shareholders(158) 
 
 
 (158)(102) 
 
 
 (102)
Repurchases of common stock(399) 
 
 
 (399)
Purchase of subsidiary shares from non-controlling interest
 
 (128) 
 (128)
Intercompany dividends
 
 (21) 21
 
Other financing activities(29) 
 (15) 12
 (32)(44) 
 (8) 
 (52)
Net cash provided by (used in) financing activities20
 (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
Net cash used in financing activities(116) (94) (82) (405) (697)
Net decrease in cash and cash equivalents
 
 (159) 
 (159)
Cash and cash equivalents, beginning of period6
 5
 641
 
 652
1
 
 626
 
 627
Cash and cash equivalents, end of period$1
 $
 $677
 $
 $678
$1
 $
 $467
 $
 $468


12.Segment Reporting

We operated as a single reportable business segment as of December 31, 2015 but began operating as two operating segments in the first quarter of 2016 following our acquisition of Interactive Data. As of June 30, 2016, we continue to operate as two business segments: our Trading and Clearing segment and our Data and Listings segment. This presentation is reflective of how our chief operating decision maker reviews and operates our business. Our Trading and Clearing segment comprises our transaction-based execution and clearing businesses. Our Data and Listings segment comprises our subscription-based data

services and securities listings businesses. Our chief operating decision maker does not review total assets, intersegment revenues/expenses or statements of income below operating income by segments; therefore, such information is not presented below. Financial data for our business segments is as follows for the six months and three months ended June 30,March 31, 2017 and 2016 and 2015 (in millions):
 Trading and Clearing Segment Data and Listings Segment Consolidated
Six Months Ended June 30, 2016:     
Revenues, less transaction-based expenses$1,101
 $1,182
 $2,283
Operating expenses427
 721
 1,148
Operating income674
 461
 1,135
Six Months Ended June 30, 2015:     
Revenues, less transaction-based expenses$1,040
 $607
 $1,647
Operating expenses445
 310
 755
Operating income595
 297
 892

Trading and Clearing Segment Data and Listings Segment ConsolidatedTrading and Clearing Segment Data and Listings Segment Consolidated
Three Months Ended June 30, 2016     
Three Months Ended March 31, 2017:     
Revenues, less transaction-based expenses$527
 $602
 $1,129
$538
 $626
 $1,164
Operating expenses214
 364
 578
216
 366
 582
Operating income313
 238
 551
322
 260
 582
Three Months Ended June 30, 2015     
Three Months Ended March 31, 2016:     
Revenues, less transaction-based expenses$491
 $306
 $797
$574
 $580
 $1,154
Operating expenses219
 148
 367
213
 357
 570
Operating income272
 158
 430
361
 223
 584

Revenue from one clearing member of the Trading and Clearing segment comprised 10% of the our Trading and Clearing revenues for the sixthree months ended June 30, 2016.March 31, 2017. Clearing members are primarily intermediaries and represent a broad range of principal trading firms. If a clearing member ceased its operations, we believe that the trading firms would continue to conduct transactions and would clear those transactions through another clearing member firm. No additional customers or clearing members accounted for more than 10% of our segment revenues or consolidated revenues for the six months and three months ended June 30, 2016March 31, 2017 and 2015.2016.


13.Earnings Per Common Share
The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per common share computations for the six months and three months ended June 30,March 31, 2017 and 2016 and 2015 (in millions, except per share amounts):
Six Months Ended 
 June 30,
 Three Months Ended June 30,Three Months Ended 
 March 31,
2016 2015 2016 20152017 2016
Basic:          
Net income attributable to Intercontinental Exchange, Inc.$726
 $598
 $357
 $283
$502
 $369
Weighted average common shares outstanding119
 112
 119
 111
594
 595
Basic earnings per common share$6.10
 $5.37
 $3.00
 $2.55
$0.84
 $0.62
Diluted:          
Weighted average common shares outstanding119
 112
 119
 111
594
 595
Effect of dilutive securities - stock options and restricted shares1
 
 1
 1
5
 3
Diluted weighted average common shares outstanding120
 112
 120
 112
599
 598
Diluted earnings per common share$6.07
 $5.34
 $2.98
 $2.54
$0.84
 $0.62
Basic earnings per common share is calculated using the weighted average common shares outstanding during the period. The weighted average common shares outstanding increased for the six months and three months ended June 30, 2016, over the prior year period, primarily due to stock issued for the Interactive Data and Trayport acquisitions in December 2015, partially offset by stock repurchases during 2015. We issued 6.5 million shares of our common stock to Interactive Data stockholders and 2.5 million shares of our common stock to Trayport stockholders, weighted to show these additional shares outstanding for periods after the respective acquisition dates (Note 3).
Common equivalent shares from stock options and restricted stock awards, using the treasury stock method, are included in the diluted per share calculations unless the effect of their inclusion would be antidilutive. During the sixthree months ended June 30,March 31, 2017 and 2016, 586,866 and 2015, 150,323 and 190,000650,545 outstanding stock options, respectively, were not included in the computation of diluted earnings per common share since the inclusion would have had an antidilutive effect because the outstanding stock option exercise prices were greater than the average market price of the common shares during the relevant periods. Certain figures in the table above may not recalculate due to rounding.

14.Subsequent Events
We have evaluated subsequent events and determined that no events or transactions met the definition of a subsequent event for purposes of recognition or disclosure in the accompanying consolidated financial statements.

statements except those events disclosed in Note 10.

ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Quarterly Report on Form 10-Q, including the sections entitled “Notes to Consolidated Financial Statements”, “Legal Proceedings” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Any statements contained herein that are not statements of historical fact may be forward-looking statements. Any forward looking statements are based on our present beliefs and assumptions as well as the information currently available to us. Forward-looking statements may be introduced by or contain terminology such as “may,” “will,” “should,” “could,” “would,” “targets,” “goal,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” or the antonyms of these terms or other comparable terminology. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance, cash flows, financial position or achievements to differ materially from those expressed or implied by these forward-looking statements. These risks and other factors include those set forth in Item 1(A) under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2015,2016, or our 20152016 Form 10-K, as filed with the SEC on February 4, 2016.7, 2017.
Forward-looking statements and other risks and factors that may affect our performance include, but are not limited to: conditions in global financial markets and domestic and international economic, political and social conditions; the impact of the introduction of or any changes in laws, regulations, rules or government policy with respect to financial markets, increased regulatory scrutiny or enforcement actions and our ability to comply with these requirements; volatility in commodity prices, equity prices, and price volatility of financial benchmarks and instruments such as interest rates, credit spreads, equity indices and foreign exchange rates; the business environment in which we operate and trends in our industry, including trading volumes, clearing, data services, fees, changing regulations, competition and consolidation; continued high renewal rates of subscription-based data revenues; the impact of the introduction of or any changes in laws, regulations, rules or government policy with respect to financial markets, increased regulatory scrutiny or enforcement actions and our ability to comply with these requirements; our ability to identify and effectively pursue, implement and integrate acquisitions and strategic alliances; our ability to continue to realize the synergies and benefits of our acquisitions within the expected time frame, and to integrate acquired operations with our business; the success of our clearing houses and our ability to minimize the risks associated with operating clearing houses in multiple jurisdictions; the success of our equity exchanges and the exchanges’ compliance with their regulatory and oversight responsibilities; the resilience of our electronic platforms and soundness of our business continuity and disaster recovery plans; continued high renewal rates of subscription-based data revenues; our ability to identify and effectively pursue, implement and integrate acquisitions and strategic alliances; our ability to complete and realize the synergies and benefits of our acquisitions within the expected time frame, and to integrate acquired operations with our business; our ability to effectively maintain our growth; the performance and reliability of our other technologies and those of third party service providers, including our ability to keep pace with technological developments and ensure that the technology we utilize is not vulnerable to security risks or other disruptive events; our ability to identify trends and adjust our business to benefit from such trends; the accuracy of our cost and other financial estimates and our belief that cash flows from operations will be sufficient to service our debt and fund our operational and capital expenditure needs; our ability to identify trends and adjust our business to benefit from such trends; our ability to maintain existing market participants and data customers, and attract new ones, and to offer additional products and services, leverage our risk management capabilities and enhance our technology in a timely and cost-effective fashion; our ability to attract and retain key talent; our ability to protect our intellectual property rights and to operate our business without violating the intellectual property rights of others; and potential adverse results of threatened or pending litigation and regulatory actions and proceedings.
We caution you not to place undue reliance on any forward-looking statements as they speak only as of the date on which such statements were made, and we undertake no obligation to update any forward-looking statement or to reflect the occurrence of an unanticipated event. New factors emerge from time to time, and it is not possible for management to predict all factors that may affect our business and prospects. Further, management cannot assess the impact of each factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
In this Quarterly Report on Form 10-Q, unless otherwise indicated, the terms “Intercontinental Exchange”, “ICE”, “we”, “us”, “our”, “our company” and “our business” refer to Intercontinental Exchange, Inc., together with its consolidated subsidiaries. Due to rounding, figures may not sum exactly.
Overview
We are a leading global operator of regulated exchanges, clearing houses and listings venues, and a provider of data services for commodity and financial markets. We operate regulated marketplaces for trading, listing and clearing a broad array of derivatives contracts and securities contracts across major asset classes, including energy and agricultural commodities, interest rates, equities, equity derivatives, exchange traded funds, credit derivatives, bonds and currencies. We offer end-to-end market data services to support the trading, investment and risk management and connectivity needs of customers across virtually all asset classes.
Our exchanges include futures exchanges in the U.S., U.K., Continental Europe, Canada and Singapore, and cash equities, exchangesequity options and equity optionsbond exchanges in the U.S. We also operate OTC markets for physical energy and CDS trade execution. To serve global derivatives markets, we operate central counterparty clearing houses in the U.S., U.K., Continental Europe, Canada and Singapore. We offer a range of data and connectivity services to customers infor global financial and commodity markets, including fixed income pricing and reference data, exchange data, analytics, feeds, desktopsdesktop and connectivity solutions. Through our markets, clearing houses, listings and market data

services, we provide end-to-end solutions for our customers through liquid markets, benchmark products, access to capital markets, information, and a range of related services to support their ability to manage risk and raise capital. Our business is

currently conducted as two reportable business segments, our Trading and Clearing segment and our Data and Listings segment, and the majority of our identifiable assets are located in the U.S. and U.K.
Recent Developments
Completed Acquisitions and InvestmentsNational Stock Exchange Acquisition
On December 14, 2015,January 31, 2017, we acquired 100% of Interactive DataNational Stock Exchange, Inc., now named NYSE National. The acquisition gives the NYSE Group a fourth U.S. exchange license. NYSE National is distinct from NYSE Group’s three listings exchanges because NYSE National will only be a trading venue and will not be a listings market. NYSE Group’s three listings exchanges, NYSE, NYSE MKT and NYSE Arca, have unique market models designed for corporate and ETF issuers. Upon closing the transaction, NYSE National ceased operations on February 1, 2017. We will engage with NYSE National members, buy-side participants and retail brokerage firms before finalizing operational plans for NYSE National’s re-launch, which is expected to occur in 2017.
Cetip Investment Gain
Until March 29, 2017, we held a 12% ownership interest in Cetip, S.A., or Cetip, which we classified as an available-for-sale long-term investment. On March 29, 2017, Cetip and BM&FBOVESPA S.A. finalized a merger agreement. BM&FBOVESPA S.A., which changed its name to B3 S.A. - Brasil, Bolsa, Balcao, or B3, following the merger with Cetip, is a stock exchange and leading operator of registration, clearing, custodial and settlement services for equities, financial securities, indices, rates, commodities and currencies and is located in São Paulo, Brazil. The merger valued our Cetip investment at $500 million. We received the proceeds in cash transaction. and in B3 common stock.
The total purchasecash component was valued at $319 million, which was subject to Brazilian capital gains tax of $28 million that was remitted to the Brazilian tax authorities in March 2017. The net amount of $291 million is presented in the consolidated balance sheet as of March 31, 2017 as a receivable in prepaid expenses and other current assets. We ultimately received net cash proceeds in April 2017 of $286 million, which is net of a foreign exchange loss of $5 million that was incurred in April 2017.
We received 29,623,756 B3 common shares valued at their quoted market price was $5.6 billion comprised of cash consideration$181 million, which also is included in prepaid expenses and other current assets in the consolidated balance sheet as of $4.1 billionMarch 31, 2017. A deferred capital gain tax of $26 million related to the B3 shares is presented as a non-current deferred tax liability as of March 31, 2017. In April 2017, we sold the B3 common shares for net proceeds of $152 million, which is net of the amounts remitted for the Brazilian capital gains tax and 6.5further transaction expenses of $3 million sharesthat were incurred in April 2017.
The $500 million fair value of our commoninvestment in Cetip included an accumulated unrealized gain of $176 million, based on the $324 million cost basis. In connection with the sale of our equity investment in Cetip, the $176 million accumulated unrealized gain was reclassified out of accumulated other comprehensive income and was recognized in other income as a realized investment gain in the consolidated statement of income for the three months ended March 31, 2017. We plan to use the $438 million in net cash and stock proceeds received from the merger and their resultssale of B3 shares in April 2017 to pay down amounts outstanding under our Commercial Paper Program and for share repurchases.
Refer to note 10 to our consolidated financial statements and related notes, which are included elsewhere in our consolidated results effective fromthis Quarterly Report, for more information on the acquisition date. Interactive Data is a leading provider of financial market data, analyticsCetip investment gain.
Trayport Acquisition and related data solutions. Potential Divestiture
On December 11, 2015, we acquired 100% of Trayport in a stock transaction. The total purchase price was $620 million, comprised of 2.512.6 million shares of our common stock, and their results are included in our consolidated results effective from the acquisition date.stock. Trayport is a software company that licenses its technology to serve exchanges, OTC brokers and traders to facilitate electronic and hybrid trade execution primarily in the energy markets. The acquisition enables us to provide new technology and software-related services to our energy customers.
The U.K. Competition and Markets Authority, inor the U.K. is currently reviewingCMA, undertook a review of our acquisition of Trayport under the merger control laws of the U.K. DuringIn October 2016, the pendencyCMA issued its findings and ordered a divestment of Trayport to remedy what the CMA indicated it believed to be a substantial lessening of competition in the supply of trade execution services and trade clearing services to energy traders in the European Economic Area. In November 2016, we filed an appeal with the Competition Appeal Tribunal, or the CAT, to challenge the CMA’s decision. In March 2017, the CAT upheld the CMA decision that we should divest Trayport. Following careful consideration of the review,CAT’s judgment, we have limited abilityare seeking to integrate Trayport's operations inappeal the CAT’s decision at the U.K. Court of Appeals. If we are allowed to appeal to the U.K. Court of Appeals and if our existing business operations andappeal is successful, the review could force usmatter will be remanded for additional review. If

our appeal is not allowed or not successful, we will be obligated to take actions that may result in us not realizing the benefitssell Trayport. There is no certainty of the acquisition.price we could receive if a sale were required. The timing of a final decision is uncertain at this time. ReferUntil a final determination is made as to note 3whether we are permitted to retain Trayport, we will not integrate Trayport into our existing business operations.
The functional currency of Trayport is the pound sterling, as this is the currency in which Trayport operates. The $620 million in Trayport net assets were recorded on our December 11, 2015 opening balance sheet at a pound sterling/U.S. dollar exchange rate of 1.5218 (£407 million). Because our consolidated financial statements and related notes, which are included elsewherepresented in this Quarterly Report on Form 10-Q, for more information on these acquisitions.
On June 30, 2016,U.S. dollars, we acquired a majority equity positionmust translate the Trayport net assets into U.S. dollars at the exchange rates in MERSCORP Holdings, Inc., ownereffect at the end of Mortgage Electronic Registrations Systems, Inc.,each reporting period. Therefore, increases or collectively "MERS". MERS is a privately held, member-based organization that owns and manages the MERS® System and is made up of thousands of lenders, servicers, sub-servicers, investors and government institutions. In addition, we have entered into a software development agreement to rebuild the MERS® System to benefit the U.S. residential mortgage finance market. The MERS® System is a national electronic registry that tracks the changes in servicing rights and beneficial ownership interests in U.S.-based mortgage loans. This new infrastructure is expected to shift its operation to an ICE data centerdecreases in the first half of 2018.
The terms of the MERS acquisition include a right for us to purchase all, but not less than, the remaining equity interests of MERS after we satisfy our deliverables under the software development agreement. In addition, the MERS equityholders may exercise a put option to require us to purchase all of the remaining equity interests of MERS. Each of these terms is subject to certain price provisions. Because we do not have the ability to control MERS' operations, we have recorded the purchase as an equity method investment and our ratable share of net income (loss) in MERS in future periods will be recorded in our consolidated statements of income as equity earnings of our unconsolidated subsidiaries, below operating income in other income (loss).
Pending Acquisition and Sale
In March 2016, we entered into a definitive agreement with McGraw Hill Financial to acquire Standard & Poor’s Securities Evaluations, Inc., or SPSE, a provider of fixed income evaluated pricing, and Credit Market Analysis Limited, or CMA, a provider of independent data for the OTC markets. When completed, the acquisition will enable us to offer customers new data and valuation services. Under the terms of the agreement, we can elect to satisfy our payment of the purchase price upon closing in either cash or shares of our common stock. The completion of the transaction is subject to obtaining regulatory approvals.
In July 2016, we entered into an agreement to sell certainvalue of the U.S. voice brokerage operations of Creditex to Tullett Prebon. Wedollar against the pound sterling will retain Creditex's electronically traded markets and systems, post-trade connectivity platforms and intellectual property. The completionaffect the value of the transactionTrayport balance sheet, with gains or losses included in the cumulative translation adjustment account, a component of equity. As of the result of the decrease in the pounds sterling/U.S. dollar exchange rate to 1.2552 as of March 31, 2017, the portion of our equity attributable to the Trayport net assets in accumulated other comprehensive loss from foreign currency translation was $108 million as of March 31, 2017. If we are required to sell Trayport, we would include the accumulated translation adjustment when computing the gain or loss from the sale.
Interactive Data Managed Solutions Divestiture
On March 31, 2017, we sold Interactive Data Managed Solutions, or IDMS, a unit of Interactive Data, to FactSet. There was no gain or loss recognized on the sale of IDMS. IDMS is subject to regulatory approval.a managed solutions and portal provider for the global wealth management industry.
Regulation
Our markets are primarily subject to the jurisdiction of regulatory agencies in the U.S., U.K., Canada, Singapore and the European Union. Global policy makers have undertaken reviews of their existing legal framework governing financial markets in connection with regulatory reform, and have either passed new laws and regulations, or are in the process of debating and/or enacting new laws and regulations that apply to our business and to our customers’ businesses. Legislative and regulatory actions may impact the way in which we or our customers conduct business and may create uncertainty, which could affect trading volumes or demand for market data. As discussed in Item 1 “Business - Regulation” included in our 20152016 Form 10-K, the implementation of Markets in Financial Instruments Directives II, or MiFID II, and its counterpart the European Market Infrastructure Regulation, or EMIR, may result in operational, regulatory and/or business risk. In June 2016,
Most of the specific regulations which support the MiFID II framework have now been approved by the European Union approved plansParliament and European Council. The European Securities and Markets Authority, or ESMA, and the national regulatory authorities are continuing to work on detailed aspects of the framework which are relevant to the markets operated by ICE Futures Europe and ICE Endex, including position limits and the determination of pre-trade and post-trade price transparency parameters for a twelve-month postponement of MiFID II implementation and compliance to January 1, 2018.

financial instruments.
In March 2016,2017, the U.K. officially triggered Article 50 and notified the European Commission adopted a decision relating to U.S. Commodity Futures Trading Commission, or CFTC, regulatory equivalence and margin treatment for clearing houses. The equivalence decision allows European clearing houses to margin customers at a one day gross margin periodCouncil of risk (equivalent to the U.S. rules for clearing houses) and, with respect to CFTC regulated products, requires U.S. clearing houses to margin proprietary positions at a two day net margin period of risk (equivalent to the European rules for clearing houses). U.S. clearing houses are also required to demonstrate implementation of specific anti-procyclicality measures, equivalent to European regulatory standards. The equivalence decision exempts U.S. agricultural products (including ICE Futures U.S.’s coffee, cocoa, cotton and sugar contracts) from these changes. Upon recognition under the equivalence decision, European customers will be able to continue to access our CFTC regulated U.S. clearing houses with respect to CFTC regulated products. Similarly, ICE Clear Europe will be able to margin customers in a manner similar to U.S. clearing houses.
In June 2016, the European Union granted recognition to U.S. regulated exchanges, including ICE Futures U.S. With recognition, a futures transaction on a U.S. exchange is treated similar to a futures transaction on any European exchange.
In June 2016, the U.K. votedits intention to leave the European Union. It will remain inThe triggering of Article 50 begins the process of withdrawal from the European Union, until the withdrawal process has been negotiated and concluded. That processwhich will commence once the U.K. government invokes Article 50 of the Lisbon Treaty. After invoking Article 50, the Lisbon Treaty envisions a period of up tolast two years for a Member Stateunless extended by the unanimous decision of member states. We are monitoring the impact to negotiate its withdrawal. All European Union laws and treaties will remain in effect as the U.K. negotiates its exit. The actual impact on our business relating toof the U.K. leaving the European UnionUnion. The impact to our business and the corresponding regulatory changes are uncertain at this time, and may not be known in the near future.
Proposed Future Stock Split
In August 2016, our board of directors approved pursuing an effective 5-for-1 split of ICE’s common stock that will be distributed in the form of a four share stock dividend per share of common stock, subject to both SEC and stockholder approval of an amendment and restatement to our Certificate of Incorporation to increase our authorized shares of common stock and capital stock. We will provide additional information to our stockholders regarding a special meeting to approve the increase to our authorized share capital in the third quarter of 2016 and, subject to the required approvals and further action by our directors, we expect to effect the stock split through a dividend in the fourth quarter of 2016. Also, in connection with the proposed stock split, we plan to retire all of our outstanding treasury shares. No assurance can be given that the amended and restated Certificate of Incorporation will be approved by the SEC and by our stockholders or that the board of directors will proceed with the stock split.
Financial Highlights
The following summarizescharts and table summarize our results and significant changes in our consolidated financial performance for the periods presented (dollars in millions, except per share amounts):

ice2017331_chart-13912.jpgice2017331_chart-14879.jpgice2017331_chart-15795.jpgice2017331_chart-16634.jpgice2017331_chart-17280.jpgice2017331_chart-18050.jpg
Six Months Ended June 30,   Three Months 
 Ended June 30,
  Three Months Ended 
 March 31,
  
2016 2015 Change 2016 2015 Change2017 2016 Change
Revenues, less transaction-based expenses$2,283
 $1,647
 39% $1,129
 $797
 42%
Operating expenses$1,148
 $755
 52% $578
 $367
 58%
Adjusted operating expenses(1)
$970
 $664
 46% $494
 $328
 51%
Total revenues, less transaction-based expenses$1,164
 $1,154
 1 %
Total operating expenses$582
 $570
 2 %
Adjusted total operating expenses(1)
$495
 $476
 4 %
Operating income$1,135
 $892
 27% $551
 $430
 28%$582
 $584
  %
Adjusted operating income(1)
$1,313
 $983
 34% $635
 $469
 35%$669
 $678
 (1)%
Operating margin50% 54% (4 pts)
 49% 54% (5 pts)
50% 51% (1 pt)
Adjusted operating margin(1)
58% 60% (2 pts)
 56% 59% (3 pts)
57% 59% (2 pts)
Other expense, net$79
 $53
 47% $35
 $32
 9%
Other income (expense), net$141
 (44) n/a
Income tax expense$316
 $227
 40% $153
 $109
 41%$213
 $163
 31 %
Effective tax rate30% 27% 3 pts
 30% 27% 3 pts
30% 30% 
Net income attributable to ICE$726
 $598
 21% $357
 $283
 26%$502
 $369
 36 %
Adjusted net income attributable to ICE(1)
$852
 $667
 28% $411
 $323
 27%$441
 $441
  %
Diluted earnings per share attributable to ICE common shareholders$6.07
 $5.34
 14% $2.98
 $2.54
 17%$0.84
 $0.62
 35 %
Adjusted diluted earnings per share attributable to ICE common shareholders(1)
$7.12
 $5.96
 19% $3.43
 $2.90
 18%$0.74
 $0.74
  %
Cash flows from operating activities$1,103
 $770
 43%      $611
 $597
 2 %

(1) The adjusted numbers in the charts and table above are calculated by excluding items that are not reflective of our cash operations and core business performance, and for adjusted net income attributable to ICE and adjusted diluted earnings per share attributable to ICE common shareholders, are presented net of taxes. As a result, these adjusted numbers are not calculated in accordance with GAAP. See “- Non-GAAP Financial Measures” below.
Revenues, less transaction-based expenses, increased $636 million and $332$10 million for the six months and three months ended June 30, 2016, respectively,March 31, 2017 from the comparable periodsperiod in 2015, primarily due to our acquisitions of Interactive Data and Trayport, and to a lesser extent, revenue increases in our exchange-related data services, cash equities, Brent crude and agricultural transaction and clearing. We recognized $525 million and $265 million in Interactive Data and Trayport data services revenues for the six months and three months ended June 30, 2016, respectively.2016. See “- Trading and Clearing Segment” and “Data and Listings Segment” below. Partially offsettingbelow for a discussion of the revenue increases werechanges in our revenues. The increase in revenues, from the comparable period in 2016, was partially offset by $20 million in unfavorable foreign exchange effects of $15 million and $6 million arising from the strengthening U.S. dollar (primarily impacting revenues billed in pounds sterling) for the six months and three months ended June 30, 2016, respectively, from the comparable periods in 2015.dollar. See Item 3 “Quantitative and Qualitative Disclosures About Market Risk - Foreign Currency Exchange Rate Risk” below for additional information on the impact of currency fluctuations.
Operating Excluding the $20 million in unfavorable foreign exchange effects, our revenues, less transaction-based expenses increased $393 million and $211 millionwould have been $1.2 billion for the six months and three months ended June 30, 2016, respectively, from the comparable periods in 2015, primarily due to $428 million and $210 million in operating expenses relating to Interactive Data and Trayport for the six months and three months ended June 30, 2016, respectively. Offsetting the Interactive Data and Trayport operating expenses were decreases in operating expensesMarch 31, 2017, an increase of $35 million for the six months ended June 30, 20163% from the comparable period in 2015.2016.

Operating expenses increased $12 million for the three months ended March 31, 2017 from the comparable period in 2016. See “- Consolidated Operating Expenses” below. Alsobelow for a discussion of the significant changes in our consolidated operating expenses. The increase in operating expenses, from the comparable period in 2016, was partially offsetting the operating expense increases wereoffset by $11 million in favorable foreign exchange effects of $10 million and $5 million arising from the strengthening U.S. dollar (primarily impactingdollar. Excluding the $11 million in favorable foreign exchange effects, our operating expenses incurred in pounds sterling)would have been $593 million for the six months and three months ended June 30, 2016, respectively,March 31, 2017, an increase of 4% from the comparable periodsperiod in 2015.2016.
Other expense,In connection with Cetip’s merger with BM&FBOVESPA S.A. on March 29, 2017, we recognized a $176 million realized investment gain in other income (expense), net increased for the six months and three months ended June 30, 2016 from the comparable periods in 2015, primarily due to the additional interest expense we recognized on the new debt we incurred to finance the Interactive Data acquisition in December 2015.March 31, 2017. See “- Debt” below.Recent Developments - Cetip Investment Gain” above.
Variability in Quarterly Comparisons
The business environments in which we operate directly affect our results of operations. Our results have been and will continue to be affected by many factors, including, without limitation, market volatility and the level of trading activity in our markets, which during any period is significantly influenced by general market conditions; legislative and regulatory changes, as well as our fulfillment of our regulatory obligations; competition; demand for our market data services and our market share; our system reliability; our ability to offer new products; our acquisition activities and the pace of industry consolidation; broad trends in the data and finance industry; the number and financial health of companies listed on our cash markets; geopolitical events; real and perceived supply and demand imbalances; changing technology in the financial services industry; and our reputation, among other factors. In particular, in recent years, theour business environment has been characterized by industry consolidation and increasing competition among global markets for trading, volumesclearing and listings; the globalization of exchanges, customers and competitors; market participants’ rising demand for speed capacity and reliability,data capacity, which requires continuingongoing investment in technology; evolving and disparate regulation across multiple jurisdictions; and increasing competition for market data services. focus on capital and cost efficiencies.
Price volatility increases the need to hedge risk and creates demand among market participants for the exchange of risk.risk through trading and clearing. Market liquidity is one of the primary market attributes for attracting and maintaining customers and is an important indicator of a market’s strength. The maintenanceIn addition, the ability to evolve existing products to serve emerging needs, develop new products and growth ofrespond to competitive dynamics in pricing, exclusivity and consolidation is important to our revenues could also be impacted if we face increased pressure on pricing.business. Changes in these and other factors could cause our revenues to fluctuate from period to period and these fluctuations may affect the reliability of period to period comparisons of our revenues and operating results. For additional information regarding the factors that affect our results of operations, see Item 1(A) “Risk Factors” included in our 20152016 Form 10-K.
Segment Reporting
We operated as a single reportable business segment as of December 31, 2015 but began operating as two operating segments in the first quarter of 2016 following our acquisition of Interactive Data. As of June 30, 2016, we continue to operate as two business segments: our Trading and Clearing segment and our Data and Listings segment. This presentation is reflective of how our chief operating decision maker reviews and operates our business. Our Trading and Clearing segment comprises our transaction-based execution and clearing businesses. Our Data and Listings segment comprises our subscription-based data services and securities listings businesses. Our chief operating decision maker does not review total assets, intersegment revenues/expenses or statements of income below operating income by segments; therefore, such information is not presented below.
While revenues are allocated directly to segments, a significant portion of our operating expenses are not solely related to a specific segment because the expenses serve functions that are necessary for the operation of both segments. Because these expenses do not relate to a single segment, we have employed a reasonable allocation method to allocate expenses between the segments for presentation purposes. We have elected to use a pro-rata revenue approach as the allocation method for the expenses that do not relate

solely to one segment. Further, precise allocation of expenses to specific revenue streams within these segments is not reasonably possible. Accordingly, we did not allocate expenses to specific revenue streams within the segments.

Trading and Clearing Segment
The following charts and table presentspresent our selected statements of income data for our Trading and Clearing segment (dollars in millions):
tcrevs42617.jpg
ice2017331_chart-39298.jpgice2017331_chart-42103.jpgice2017331_chart-42993.jpgice2017331_chart-43697.jpg
(1) The adjusted numbers in the charts above are calculated by excluding items that are not reflective of our cash operations and core business performance. As a result, these adjusted numbers are not calculated in accordance with U.S. GAAP. See “- Non-GAAP Financial Measures” below.


Six Months Ended 
 June 30,
   Three Months Ended June 30,  Three Months Ended 
 March 31,
  
2016 2015 Change 2016 2015 Change2017 2016 Change
Revenues:                
Brent crude futures and options contracts$154
 $134
 14 % $72
 $60
 19 %$80
 $82
 (2)%
Other oil futures and options contracts56
 59
 (3) 27
 26
 7
35
 29
 20
Gasoil futures and options contracts48
 45
 4
 24
 21
 12
26
 24
 8
Natural gas futures and options contracts108
 101
 6
 51
 43
 18
55
 57
 (4)
Power futures and options contracts44
 42
 8
 23
 21
 13
18
 21
 (14)
Emissions and other energy futures and options contracts32
 29
 9
 15
 12
 21
14
 17
 (18)
Sugar futures and options contracts66
 57
 16
 34
 30
 13
26
 32
 (18)
Other agricultural and metals futures and options contracts63
 53
 20
 33
 27
 24
30
 30
 (1)
Interest rates futures and options contracts100
 106
 (5) 44
 50
 (11)49
 56
 (12)
Other financial futures and options contracts74
 65
 12
 36
 32
 12
34
 38
 (9)
Cash equities and equity options381
 490
 (22)
Credit default swaps74
 77
 (3) 34
 34
 2
37
 40
 (7)
Cash equities and equity options944
 791
 19
 454
 379
 20
Other transactions26
 24
 9
 13
 12
 5
13
 13
 (5)
Transaction and clearing, net1,789
 1,583
 13
 860
 747
 15
798
 929
 (14)
Other revenues87
 86
 
 42
 43
 (5)45
 45
 
Revenues1,876
 1,669
 12
 902
 790
 14
843
 974
 (13)
Transaction-based expenses775
 629
 23
 375
 299
 25
305
 400
 (24)
Revenues, less transaction-based expenses1,101
 1,040
 6
 527
 491
 7
538
 574
 (6)
Other operating expenses312
 327
 (4) 154
 161
 (4)168
 158
 7
Acquisition-related transaction and integration costs7
 10
 (32) 6
 2
 168

 1
 (92)
Depreciation and amortization108
 108
 
 54
 56
 (4)48
 54
 (11)
Operating expenses427
 445
 (4) 214
 219
 (2)216
 213
 2
Operating income$674
 $595
 13 % $313
 $272
 15 %$322
 $361
 (11)%
Transaction and Clearing Revenues
Overview
Our transaction and clearing revenues are reported on a net basis, except for the NYSE-relatedNYSE transaction-based expenses discussed below, and consist of fees collected from our derivatives, trading and clearing, and from our cash tradingequities and equity options exchanges.trading and derivatives clearing. In our derivatives markets, we earn transaction and clearing revenues from both counterparties to each contract that is traded and/or cleared, and in our equity and equity options markets, we receive trade execution fees as well as routing fees related to orders in our markets which are routed to other markets for execution.
RevenuesRates per-contract are driven by the number of contracts or securities traded and the fees charged per contract, net of certain rebates. Our per-contract transaction and clearing revenues will depend upon many factors, including, but not limited to, market conditions, transaction and clearing volume, product mix, pricing, applicable revenue sharing and market making agreements, and new product introductions. Because transaction and clearing revenues are generally assessed on a per-contract basis, revenues and profitability fluctuate with changes in contract volume butand, though not to the same degree, due to product mix.
For the three months ended March 31, 2017 and 2016, 20% and 22%, respectively, of our Trading and Clearing segment revenues, less transaction-based expenses, were billed in pounds sterling or euros. As the pound sterling or euro exchange rate changes, the U.S. equivalent of revenues denominated in foreign currencies changes accordingly. The strengthening of the U.S. dollar compared to the pound sterling and euro reduced our Trading and Clearing segment revenues, less transaction-based expenses, by $13 million for the three months ended March 31, 2017, from the comparable period in 2016.
Our transaction and clearing revenues are presented net of rebates. We recorded rebates of $347$194 million and $271 million for the six months ended June 30, 2016 and 2015, respectively, and $165 million and $130$182 million for the three months ended June 30,March 31, 2017 and 2016, and 2015, respectively. We offer rebates in certain of our markets primarily to support market liquidity and trading volume by providing qualified participants in those markets a discount to the applicable commission rate. Such

rebates are calculated based on

volumes traded. The increase in the rebates is due primarily to an increase in the number of participants in the rebate programs offered on various contracts, an increase in our traded volume and an increase in the number of rebate programs. The level of rebates as a percentage of our total transaction and clearing revenues remained relatively consistent for the sixthree months ended June 30, 2016March 31, 2017 and 2015.2016.
Commodities Markets
We operate global crude oil and refined oil futures markets, including the ICE Brent, ICE WTI and ICE Gasoil futures and options contracts, as well as over 400 refined oil futures products that relate to our benchmark futures contracts. Total oil volumecontracts and revenues increased 11% and 8%, respectively, for the six months ended June 30, 2016 from the comparable period in 2015, and 15% and 15%, respectively, for the three months ended June 30, 2016 from the comparable period in 2015.other key price benchmarks. The ICE Brent crude futures contract is relied upon by a broad range of global market participants, including oil producing nations and multinational companies, to price and hedge their crude oil production and consumption. ICE Gasoil is a key refined oil benchmark in Europe and Asia. Total oil volume and revenues both increased 5% for the three months ended March 31, 2017 from the comparable period in 2016. ICE Brent crude futures and options volume increased 15% and 19%2% for the six months and three months ended June 30, 2016, respectively,March 31, 2017 from the comparable periodsperiod in 2015. ICE WTI crude futures and options volume increased 7% and 11% for the six months and three months ended June 30, 2016 respectively, from the comparable periods in 2015. ICE Brent crude and ICE WTI crude futures and options volume increased 9% for the three months ended March 31, 2017 from the comparable period in 2016. The increase in oil volume was primarily due to increased oil price volatility and broaderdriven by market volatility related to OPEC cuts in oil products, equities and foreign exchange rates.supply.
Our global natural gas futures and options volume declined 2%increased 4% and revenues increased 6%, respectively, for the six months ended June 30, 2016 from the comparable period in 2015, and increased 7% and 18%decreased 4%, respectively, for the three months ended June 30, 2016March 31, 2017 from the comparable period in 2015. Our North American2016. Volume increased primarily due to growth in U.S. natural gas volume increased for the three months ended June 30, 2016, from the comparable period in 2015, primarily due to increased price volatility.
Total volume and revenues in our agricultural and metals futures and options markets increased 20% and 18%, respectively, for the six months ended June 30, 2016 from the comparable period in 2015, and 21% and 18%, respectively, for the three months ended June 30, 2016 from the comparable period in 2015. Volume in our largest agricultural contract, sugar futures and options, increased    14% and 12%, respectively, for the six months and three months ended June 30, 2016 from the comparable periods in 2015, and other agricultural and metal futures and options volume increased 26% and 29%, respectively, for the six months and three months ended June 30, 2016 from the comparable periods in 2015. The increases in agricultural volume were primarily driven by increasedgreater price volatility due to changing supply and demand expectations largely related to weather and production levels for sugar, cocoa and coffee.
Financial Markets
Financial futures and options volume and revenues increased 14% and 1%, respectively, for the six months ended June 30, 2016 from the comparable period in 2015, and increased 5% and declined 2%, respectively, for the three months ended June 30, 2016 from the comparable period in 2015. Interest rate futures and options volume increased 13% and 3%, respectively, for the six months and three months ended June 30, 2016 from the comparable periods in 2015, primarily due to uncertainty around central bank actions and economic data during the first quarter of 2016. Revenue increased at a lower rate2017 than volumein the first quarter of 2016 and revenues decreased primarily due to increased market making rebates that apply at higher volume levels and the impact of currency in our European natural gas markets.
Total volume and revenues in our agricultural and metals futures and options markets both decreased 10% for the three months ended March 31, 2017 from the comparable period in 2016. Volume in our largest agricultural contract, sugar futures and options, decreased 15% for the three months ended March 31, 2017 from the comparable period in 2016 and volume in our other agricultural and metal futures and options volume decreased 6% for the three months ended March 31, 2017 from the comparable period in 2016. The decreases in agricultural volume were primarily driven by the relatively extreme weather conditions in the first quarter of 2016 compared to the first quarter of 2017.
Financial Markets
Financial futures and options volume increased 12% and revenues decreased 11%, respectively, for the three months ended March 31, 2017 from the comparable period in 2016. Interest rate futures and options volume increased 23% for the three months ended March 31, 2017 from the comparable period in 2016, primarily due to expectations for heightened central bank activity during the first quarter of 2017. Revenues decreased while volume increased for the interest rates futures and options primarily due to the impact of foreign currency translation.
translation and increased market making rebates that apply at higher volume levels. Other financial futures and options volume increased 14% and 13%, respectively,decreased 18% for the six months and three months ended June 30, 2016March 31, 2017 from the comparable periodsperiod in 2015,2016, primarily due to lower price volatility in equity indexes driven by strong global equity market volatility. Volume in our MSCI futures and options contracts increased 65% and 63%, respectively,markets.
Cash equities handled volume decreased 26% for the six months and three months ended June 30, 2016March 31, 2017, from the comparable periodsperiod in 20152016, primarily due to global equitya reduction in U.S. equities market volatility.
CDS clearingvolatility during the first quarter of 2017 compared to the prior year period. Cash equities revenues, net of transaction-based expenses, were $53 million and $51 million for the six months ended June 30, 2016 and 2015, respectively, and $24 million and $22$52 million for the three months ended June 30,March 31, 2017, a decrease of 17% from net cash equities revenues of $62 million for the three months ended March 31, 2016.
Equity options volume decreased 28% for the three months ended March 31, 2017, from the comparable period in 2016, primarily due to lower U.S. equity market volatility. Equity options revenues, net of transaction-based expenses, were $24 million for the three months ended March 31, 2017, a decrease of 13% from net equity options revenues of $28 million for the three months ended March 31, 2016.
CDS clearing revenues were $30 million and 2015, respectively. The$29 million for the three months ended March 31, 2017 and 2016, respectively, and notional value of CDS cleared during the same periods were $6.4$3.0 trillion and $6.0$3.7 trillion, for the six months ended June 30, 2016 and 2015, respectively, and $2.6 trillion and $2.7 trillion for the three months ended June 30, 2016 and 2015, respectively. Buyside participation at our U.S. CDS clearing house, ICE Clear Credit, reached record levels in terms of number of participants and notional cleared due to increased participation from both U.S. and European buyside customers due to the breadth of products and cost efficient margining in the U.S. relative to Europe.
CDS trade execution revenues were $22$7 million and $26 million for the six months ended June 30, 2016 and 2015, respectively, and $11 million and $12 million for the three months ended June 30,March 31, 2017 and 2016, and 2015, respectively. The notional value ofdecrease in the underlying CDS traded was $273 billion and $518 billion for the six months ended June 30, 2016 and 2015, respectively, and $140 billion and $241 billiontrade execution revenues for the three months ended June 30, 2016 and 2015, respectively.
Cash equities handled volume increased 21% and 17%, respectively, for the six months and three months ended June 30, 2016,March 31, 2017, from the comparable periodsperiod in 2015,2016, is primarily due to increased market volatilitythe sale and to a lesser extent, gainsdiscontinuance of our U.S. and U.K. CDS voice brokerage operations in market sharethe third quarter of 2016. The increase in CDS clearing revenues was driven by NYSE. Cash equities revenues, net of transaction-based expenses, were $117 million for the six months ended June 30, 2016, an

increase of 14% from $103 million for the six months ended June 30, 2015 and $55 million forrecord buyside clearing during the three months ended June 30, 2016, an increase of 6% from $52 million for the three months ended June 30, 2015.
Equity options volume increased 8% and 4%, respectively, for the six months and three months ended June 30, 2016 compared to the same periods in 2015 due to market volatility. Equity options revenues, net of transaction-based expenses, were $52 million for the six months ended June 30, 2016, a decrease of 11% from net equity options revenues of $58 million for the six months ended June 30, 2015 and $24 million for the three months ended June 30, 2016, a decrease of 10% from $27 million for the three months ended June 30, 2015. Equity options rate per contract decreased compared to the prior year periods primarily due to increased market maker rebates at higher volume levels. March 31, 2017.
Other Revenues
Other revenues include interest income on certain clearing margin deposits, regulatory penalties and fines, fees for use of our facilities, regulatory fees charged to member organizations of our U.S. securities exchanges, designated market maker service fees, exchange membership fees and agricultural grading and certification fees.

Selected Operating Data
The following charts and table presentspresent trading activity in our futures and options markets by commodity type based on the total number of contracts traded, as well as futures and options raterates per contract (in millions, except for percentages and raterates per contract amounts):
Volume and Rates per Contract
ice2017331_chart-44544.jpgice2017331_chart-45652.jpgice2017331_chart-46725.jpg
 Six Months Ended 
 June 30,
   Three Months Ended June 30,  
 2016 2015 Change 2016 2015 Change
Number of contracts traded:           
Brent crude futures and options116
 100
 15 % 55
 46
 19 %
Other oil futures and options46
 44
 5
 22
 20
 8
Gasoil futures and options32
 31
 6
 16
 14
 13
Natural gas futures and options111
 113
 (2) 52
 49
 7
Power futures and options15
 15
 (1) 8
 7
 5
Emissions and other energy futures and options5
 4
 19
 2
 2
 35
Sugar futures and options26
 23
 14
 13
 12
 12
Other agricultural and metals futures and options31
 24
 26
 16
 12
 29
Interest rates futures and options208
 184
 13
 91
 88
 3
Other financial futures and options63
 55
 14
 30
 27
 13
Total653
 593
 10 % 305
 277
 10 %
            
Rate per contract:           
Energy futures and options rate per contract$1.36
 $1.33
 2 % $1.37
 $1.32
 4 %
Agricultural and metals futures and options rate per contract$2.31
 $2.36
 (2)% $2.32
 $2.38
 (3)%
Financial futures and options rate per contract$0.61
 $0.68
 (10)% $0.63
 $0.67
 (6)%










 Three Months Ended 
 March 31,
  
 2017 2016 Change
Number of contracts traded:     
Brent crude futures and options62
 61
 2 %
Other oil futures and options27
 24
 12
Gasoil futures and options17
 16
 5
Natural gas futures and options61
 59
 4
Power futures and options6
 7
 (11)
Emissions and other energy futures and options2
 3
 (23)
Sugar futures and options11
 13
 (15)
Other agricultural and metals futures and options14
 15
 (6)
Interest rates futures and options144
 117
 23
Other financial futures and options35
 42
 (18)
Total379
 357
 6 %
      
Rates per contract:     
Energy futures and options rate per contract$1.29
 $1.35
 (4)%
Agricultural and metals futures and options rate per contract$2.29
 $2.29
  %
Financial futures and options rate per contract$0.45
 $0.57
 (20)%
Open interest is the aggregate number of contracts (long or short) that clearing members hold either for their own account or on behalf of their clients. The following charts and table presentspresent our quarter-end open interest for our futures and options contracts (in millions,thousands, except for percentages).

 As of June 30,  
 2016 2015 Change
Open interest — in millions of contracts:     
Brent crude futures and options4
 4
 10 %
Other oil futures and options5
 5
 (4)
Gasoil futures and options1
 1
 (16)
Natural gas futures and options18
 19
 (6)
Power futures and options8
 8
 (2)
Emissions and other energy futures and options2
 2
 2
Sugar futures and options2
 1
 14
Other agricultural and metals futures and options2
 2
 3
Interest rates futures and options17
 15
 13
Other financial futures and options5
 5
 10
Total64
 62
 2 %
Open Interest
ice2017331_chart-47758.jpgice2017331_chart-48799.jpgice2017331_chart-49791.jpg
 As of March 31,  
 2017 2016 Change
Open interest — in thousands of contracts:     
Brent crude futures and options4,234
 4,197
 1 %
Other oil futures and options5,544
 4,872
 14
Gasoil futures and options961
 829
 16
Natural gas futures and options19,718
 18,329
 8
Power futures and options6,973
 7,686
 (9)
Emissions and other energy futures and options1,728
 1,917
 (10)
Sugar futures and options1,522
 1,671
 (9)
Other agricultural and metals futures and options2,409
 2,367
 2
Interest rates futures and options21,585
 19,293
 12
Other financial futures and options5,917
 5,393
 10
Total70,591
 66,554
 6 %
 

The following charts and table presentspresent selected cash equities and equity options trading data for the six months and three months ended June 30, 2016March 31, 2017 and 2015.2016. All trading volume below is presented as net daily trading volume and is single counted.

ice2017331_chart-50790.jpgice2017331_chart-51732.jpgice2017331_chart-52739.jpgice2017331_chart-53527.jpg
Six Months Ended 
 June 30,
   Three Months Ended June 30,  Three Months Ended 
 March 31,
  
2016 2015 Change 2016 2015 Change2017 2016 Change
Cash equities (shares in millions):                
NYSE listed (tape A) issues:                
Handled volume1,386
 1,152
 20 % 1,295
 1,122
 15 %1,128
 1,481
 (24)%
Matched volume1,370
 1,133
 21 % 1,282
 1,106
 16 %1,117
 1,462
 (24)%
Total NYSE listed consolidated volume4,220
 3,530
 20 % 3,881
 3,384
 15 %3,583
 4,576
 (22)%
Share of total matched consolidated volume32.5% 32.1% 0.4 pts
 33.0% 32.7% 0.4 pts
31.2% 32.0% (0.8 pts)
NYSE Arca, NYSE MKT and regional listed (tape B) issues:                
Handled volume408
 293
 39 % 377
 264
 43 %323
 440
 (27)%
Matched volume394
 279
 41 % 365
 251
 46 %314
 423
 (26)%
Total NYSE Arca, NYSE MKT and regional listed consolidated volume1,679
 1,265
 33 % 1,494
 1,177
 27 %1,383
 1,874
 (26)%
Share of total matched consolidated volume23.4% 22.0% 1.4 pts
 24.5% 21.3% 3.2 pts
22.7% 22.6% 0.1 pts
Nasdaq listed (tape C) issues:                
Handled volume213
 212
  % 195
 211
 (7)%144
 231
 (38)%
Matched volume202
 200
 1 % 186
 199
 (7)%135
 220
 (39)%
Total Nasdaq listed consolidated volume2,001
 1,865
 7 % 1,894
 1,829
 4 %1,887
 2,114
 (11)%
Share of total matched consolidated volume10.1% 10.7% (0.6 pts)
 9.8% 10.9% (1.1 pts)
7.2% 10.4% (3.2 pts)
Total cash handled volume2,006
 1,657
 21 % 1,867
 1,597
 17 %1,595
 2,152
 (26)%
Total cash market share matched24.9% 24.2% 0.7 pts
 25.2% 24.3% 0.9 pts
22.8% 24.6% (1.7 pts)
                
Equity options (contracts in thousands):                
NYSE equity options volume2,826
 2,629
 8 % 2,649
 2,544
 4 %2,172
 3,012
 (28)%
Total equity options volume14,669
 14,341
 2 % 14,087
 13,876
 2 %14,606
 15,280
 (4)%
NYSE share of total equity options19.3% 18.3% 0.9 pts
 18.8% 18.3% 0.5 pts
14.9% 19.7% (4.8 pts)
                
Revenue capture or rate per contract:                
Cash equities revenue capture (per 100 shares)$0.047 $0.050 (7)% $0.046 $0.051 (11)%$0.052 $0.047 9 %
Equity options rate per contract$0.148 $0.180 (18)% $0.148 $0.174 (15)%$0.177 $0.149 19 %

Handled volume represents the total number of shares of equity securities, exchange traded funds, or ETFs, and crossing session activity internally matched on our exchanges or routed to and executed on an external market center. Matched volume represents the total number of shares of equity securities, ETFs and crossing session activity executed on our exchanges.
Transaction-Based Expenses
Our equities and equity options markets pay fees to the SEC pursuant to Section 31 of the Exchange Act. Section 31 fees collected from customers are recorded on a gross basis as a component of transaction and clearing fee revenue. These Section 31 fees are designed to recover the government'sgovernment’s costs of supervising and regulating the securities markets and securities professionals. We, in turn, collect activity assessment fees, which are included in transaction and clearing revenues in our consolidated statements of income, from member organizations clearing or settling trades on the equities and options exchanges and recognize these amounts when invoiced. The activity assessment fees are designed so that they are equal to the Section 31 fees whichthat are included in transaction-based expenses in our consolidated statements of income. As a result, activity assessment fees and the corresponding Section 31 fees do not have an impact on our net income. Activity assessment fees received are included in cash at the time of receipt and, as required by law, the amount due to the SEC is remitted semi-annually and recorded as an accrued liability until paid. As of June 30, 2016,March 31, 2017, the accrued liability related to the un-remitted SEC Section 31 fees was $195$90 million.
We also incur liquidity payments made to cash and options trading customers and routing charges made to other exchanges that are included in transaction-based expenses. We incur routing charges when we do not have the best bid or offer in the market for a security that a customer is trying to buy or sell on one of our securities exchanges. In that case, we route the customer’s order to the external market center that displays the best bid or offer. The external market center charges us a fee per share (denominated in tenths

of a cent per share) for routing to its system. We record routing charges on a gross basis as a component of transaction and clearing fee revenue.
Operating Expenses, Operating Income and Operating Margin
Trading and Clearing segment operating expenses decreased $18increased $3 million and $5 million, respectively, for the six months and three months ended June 30, 2016March 31, 2017 from the comparable period in 2015.2016. See “- Consolidated Operating Expenses” below. Trading and Clearing segment operating income decreased $39 million for the three months ended March 31, 2017 from the comparable period in 2016. Trading and Clearing segment operating margins were 60% and 63% for the three months ended March 31, 2017 and 2016, respectively.
Trading and Clearing segment adjusted operating expenses were $388$194 million and $394$192 million for the six months ended June 30, 2016 and 2015, respectively, and $196 million for both the three months ended June 30,March 31, 2017 and 2016, respectively. Trading and 2015.Clearing segment adjusted operating income was $344 million and $382 million for the three months ended March 31, 2017 and 2016, respectively. Trading and Clearing segment adjusted operating margins were 64% and 66% for the three months ended March 31, 2017 and 2016, respectively. See “- Non-GAAP Financial Measures” below.

Data and Listings Segment
The following charts and table presentspresent our selected statements of income data for our Data and Listings segment (dollars in millions):
dl42517.jpg


ice2017331_chart-54472.jpgice2017331_chart-55332.jpgice2017331_chart-56050.jpgice2017331_chart-57123.jpg
(1) The adjusted numbers in the charts above are calculated by excluding items that are not reflective of our cash operations and core business performance. As a result, these adjusted numbers are not calculated in accordance with U.S. GAAP. See “- Non-GAAP Financial Measures” below.

 Six Months Ended 
 June 30,
   Three Months Ended June 30,  
 2016 2015 Change 2016 2015 Change
Revenues:           
Pricing and analytics$415
 $52
 695% $211
 $27
 681%
Desktops and connectivity292
 116
 152
 147
 58
 154
Exchange data267
 237
 13
 139
 120
 17
Data services974
 405
 141
 497
 205
 143
Listings208
 202
 3
 105
 101
 3
Revenues1,182
 607
 95
 602
 306
 97
Other operating expenses500
 220
 126
 258
 106
 142
Acquisition-related transaction and integration costs40
 16
 165
 14
 5
 242
Depreciation and amortization181
 74
 146
 92
 37
 152
Operating expenses721
 310
 133
 364
 148
 147
Operating income$461
 $297
 55% $238
 $158
 50%
Data Services Revenues
 Three Months Ended 
 March 31,
  
 2017 2016 Change
Revenues:     
Pricing and analytics$238
 $204
 17 %
Exchange data138
 128
 7
Desktops and connectivity144
 145
 
Data services520
 477
 9
Listings106
 103
 2
Revenues626
 580
 8
Other operating expenses266
 242
 10
Acquisition-related transaction and integration costs14
 26
 (48)
Depreciation and amortization86
 89
 (3)
Operating expenses366
 357
 3
Operating income$260
 $223
 16 %
The Data and Listings segment represents subscription-based, or recurring, revenue businesses that relate to data services and listings services offered across our trading and clearing businesses and ICE NYSE, ICE Benchmark Administration, Interactive Data SuperDerivatives and Trayport.Services. Through ICE Data Services, we generate revenues from a range of market data services, including the dissemination of our exchange and evaluated pricing data and analytics, desktops, and connectivity and exchange market data. Through NYSE, NYSE MKT and NYSE MKT,Arca, we generate listings revenue related to the provision of listings services for public companies and ETFs, and related corporate actions for listed companies.
For the three months ended March 31, 2017 and 2016, 10% and 13%, respectively, of our Data and Listings segment revenues were billed in pounds sterling or euros (all relating to our data services revenues). As the pound sterling or euro exchange rate changes, the U.S. equivalent of revenues denominated in foreign currencies changes accordingly. The strengthening of the U.S. dollar compared to the pound sterling and euro reduced our Data and Listings segment revenues by $7 million for the three months ended March 31, 2017, from the comparable period in 2016.
Data Services Revenues
Our pricing and analytics services consist of an extensive set of independent evaluated pricing services focused primarily on fixed income and international equity securities, valuation services, reference data, market data, end of day pricing, fixed income, equity portfolio analytics and risk management analytics. We also serve as an administrator of regulated benchmarks, including LIBOR, the ICE Swap Rate and the LBMA Gold Price. Our index services offer a range of products across fixed income, energy, equities, ETFs and other asset classes to provide the methodology, pricing and licensing of key benchmarks.
Our desktop and connectivity services comprise technology basedtechnology-based information platforms, feeds and connectivity.connectivity solutions. These include trading applications, desktop solutions, and data feeds and infrastructure to support trading, voice brokers and investment functions. Our desktop and web-based applications deliver real-time market information, analytical and decision support tools to support trading and investment decisions. Through our consolidated feeds, clients receive consolidated real-time and/or delayed financial data from global exchanges, trading venues and data sources for exchange-traded and OTC markets.
Our connectivity services are primarily provided by our Secured Financial Transaction Infrastructure, or SFTI, network, and related connectivity and colocation services for the transmission of exchange data to our customers. SFTI isoffer clients a secure, resilient, private multi-participant network that provides connectivityaccess to global exchanges and content service providers via dedicated data circuits with a redundant design to help ensure that no single point of failure exists across the network.providers. Our connectivity infrastructure managed services solution also offers colocation space, direct exchange access, proximity hosting and support services that enable access to real-time exchange data, and facilitates low latency, secure electronic trading. We also offer server colocation space at our data centers for market participants to house their servers and applications near our matching engine on equivalent terms.

access.
Our exchange data revenues primarily represents subscription fees for the provision of our market data that is created from activity in our Trading and Clearing segment. In our derivatives markets, exchange data fees primarilyrevenues relate to subscription fees charged for customer and license access from third party data vendors, or quote vendors such as Thomson Reuters orand Bloomberg, and from end users, as well as view-only data access, direct access services, terminal access, daily indices, forward curves, and other valuation services, and end of day reports.
We earn exchange data feesrevenues relating to our cash equity and options markets, and related data and network services. We collect cash trading market data fees principally for consortium-based data products and, to a lesser extent, for NYSE proprietary data products. Consortium-based data fees are determined by the securities industry plans and are charged to vendors based on their redistribution of data. Consortium-based data revenues (net of administrative costs) are distributed to participating securities markets on the basis of a formula set by the SEC under Regulation NMS. Last trade prices and quotes in New York Stock Exchange-listed, NYSE MKT-listed, and NYSE Arca-listed securities are disseminated through “Tape A” and “Tape B,” which constitute the majority of our revenues from consortium-based market data revenues.

Our data services revenues increased 9% for the six months and three months ended June 30, 2016,March 31, 2017, from the comparable periodsperiod in 2015, primarily2016, due to the acquisition of Interactive Data and Trayport in December 2015, the highstrong retention rate of existing customers, the addition of new customers, increased usagepurchases by existing customers, and the development of new and enhanced products designed to efficiently deliver more value toserving the need for an expanded range of data, regulatory compliance and analytics solutions, and our customers. We recognized $525 millionacquisitions of Securities Evaluations and $265 million, respectively,Credit Market Analysis from S&P Global in data services revenues for Interactive Data and Trayport duringOctober 2016. These increases were partially offset by the six months and three months ended June 30, 2016.impact of foreign currency translation.
Listings Revenues
We recognize listings revenues in our securities markets from two types of fees applicable to companies listed on our cash equities exchanges - original listing fees and annual listing fees. Original listing fees consist of two components: initial listing fees and fees related to other corporate-related actions. Initial listing fees, subject to a minimum and maximum amount, are based on the number of shares that a company initially lists. Initial listing fees are recognized as revenue on a straight-line basis over estimated service periods of nine years for NYSE and five years for NYSE Arca and NYSE MKT. U.S. companies pay annual fees based on the number of outstanding shares the company has and non-U.S. companies pay annual fees based on the number of outstanding shares the company has issued or held in the U.S. Annual fees are recognized as revenue on a pro rata basis over the calendar year, and generally received as cash in the first quarter of the year.
In addition, otherwe earn corporate actions-related listing fees are paid by listed companies in connection with actions involving the issuance of new shares, such as stock splits, rights issues and sales of additional securities, as well as mergers and acquisitions. Other corporateCorporate actions-related listing fees are recognized as revenue on a straight-line basis over estimated service periods of six years for NYSE and three years for NYSE Arca and NYSE MKT. Unamortized balances are recorded as deferred revenue in our consolidated balance sheet.
Listings revenues increased for the six monthsOperating Expenses, Operating Income and three months ended June 30, 2016, from the comparable periods in 2015, primarily due to the amortization of the original listing fees earned since the acquisition of NYSE and due to additional annual listing fee revenue from new customers.
Operating ExpensesMargin
Data and Listings segment operating expenses increased $411$9 million and $216 million, respectively, for the six months and three months ended June 30, 2016March 31, 2017 from the comparable periodsperiod in 2015,2016, primarily due to $428 million and $210 million in operating expenses recognized relating to Interactive Data and Trayport forduring the six months and three months ended June 30, 2016, respectively.March 31, 2017 relating to the acquisitions of Securities Evaluations and Credit Market Analysis, partially offset by a reduction in the acquisition-related transaction and integration costs. See “- Consolidated Operating Expenses” below for further details on the Interactivebelow. Data and TrayportListings segment operating expensesincome increased $37 million for the six months and three months ended June 30,March 31, 2017 from the comparable period in 2016. Data and Listings segment operating margins were 42% and 39% for the three months ended March 31, 2017 and 2016, respectively. The operating income and operating margin increases were driven by the revenue increases discussed above, partially offset by the increase in the operating expenses.
Data and Listings segment adjusted operating expenses were $582$301 million and $270 million for the six months ended June 30, 2016 and 2015, respectively, and $298 million and $132$284 million for the three months ended June 30,March 31, 2017 and 2016, respectively. Data and 2015,Listings segment adjusted operating income was $325 million and $296 million for the three months ended March 31, 2017 and 2016, respectively. Data and Listings segment adjusted operating margins were 52% and 51% for the three months ended March 31, 2017 and 2016, respectively. See “- Non-GAAP Financial Measures” below.

Consolidated Operating Expenses
The following chart and table presentspresent our consolidated operating expenses (dollars in millions):
opexpenses42417v2.jpg
Six Months Ended 
 June 30,
   Three Months Ended June 30,  Three Months Ended 
 March 31,
  
2016 2015 Change 2016 2015 Change2017 2016 Change
Compensation and benefits$472
 $295
 60 % $236
 $144
 64%$245
 $236
 4 %
Professional services32
 32
 2
Acquisition-related transaction and integration costs14
 27
 (49)
Technology and communication184
 98
 88
 92
 47
 94
98
 92
 6
Professional services69
 65
 5
 37
 32
 12
Rent and occupancy35
 31
 15
 17
 15
 18
18
 18
 2
Acquisition-related transaction and integration costs47
 26
 83
 20
 7
 215
Selling, general and administrative52
 58
 (11) 30
 29
 3
41
 22
 92
Depreciation and amortization289
 182
 59
 146
 93
 58
134
 143
 (6)
Total operating expenses$1,148
 $755
 52 % $578
 $367
 58%$582
 $570
 2 %
For the three months ended March 31, 2017 and 2016, 16% and 18%, respectively, of our consolidated operating expenses were incurred in pounds sterling or euros. As the pound sterling or euro exchange rate changes, the U.S. equivalent of operating expenses denominated in foreign currencies changes accordingly. Due to the strengthening of the U.S. dollar compared to the pound sterling and euro, our consolidated operating expenses decreased $11 million for the three months ended March 31, 2017 from the comparable period in 2016. See Item 3 “- Quantitative and Qualitative Disclosures About Market Risk - Foreign Currency Exchange Rate Risk” below for additional information on the impact of currency fluctuations.
As of June 30,March 31, 2017 and 2016, we had 5,5035,242 and 5,526 employees, andrespectively. The employees as of June 30, 2015, we had 2,866 employees. The increase inMarch 31, 2017 are net of 306 IDMS employees following our divestiture of IDMS on March 31, 2017 (See “- Recent Developments” above). In addition to the decrease relating to the IDMS employees, our employee headcount wasdecreased over the last year primarily due to employee terminations in connection with our integration of Interactive Data, partially offset by the acquisitions of Interactive DataSecurities Evaluations and TrayportCredit Market Analysis in December 2015. We recognized $175 million and $86 million, respectively, in compensation and benefits expenses relating to these acquisitions for the six months and three months ended June 30,October 2016. Non-cash compensation expenses recognized in our consolidated financial statements for employee stock options and restricted stock were $60$34 million and $47 million for the six months ended June 30, 2016 and 2015, respectively, and $31 million and $23$29 million for the three months ended June 30,March 31, 2017 and 2016, respectively. Our compensation and 2015, respectively. The increasebenefits expenses increased for the three months ended March 31, 2017, from the comparable period in non-cash compensation expenses is a result of a greater restricted stock award value in the January 2016, annual award, primarily due to the issuanceintegration of more restricted stock awards to NYSE employees and employees at other acquired companies than in the same period in the prior year.  
Technology and communication expenses increased for the six months and three months ended June 30, 2016, from the comparable periods in 2015, primarily due to $81 million and $40 million, respectively, relating to Interactive Data and Trayport.
Professional services expenses increased foremployees into the six months and three months ended June 30, 2016, from the comparable periods in 2015, primarily due to $16 million and $8 million, respectively, in professional services expenses relating to Interactive Data and Trayport for the six months and three months ended June 30, 2016, from the comparable periods in 2015. The increases were partially offset by the continued reduction of contractors at NYSE and the recognition of a creditICE incentive plans during the first quarter of 2016 from a third party service provider related to fees charged during 2015. In addition, we incurred lower legal fees during the six months and three months ended June 30, 2016, from the comparable periods in 2015. Legal fees, which are included in professional services expenses, primarily related to class action lawsuits in which NYSE is a defendant.
Rent and occupancy expenses increased for the six months and three months ended June 30, 2016, from the comparable periods in 2015, primarily due to $14 million and $7 million, respectively, relating to Interactive Data and Trayport. The increases were2017, partially offset by reduced rentthe foreign currency decrease for our U.K. and occupancy costs realizedEuropean based employees and the net decrease in 2016 related to consolidation of our New York and London office locations during 2015.employee headcount.

We incurred acquisition-related transaction and integration costs of $14 million during the six months and three months ended June 30,March 31, 2017 primarily relating to our integrations of Interactive Data, Securities Evaluations and Credit Market Analysis. We incurred acquisition-related transaction and integration costs of $27 million during the three months ended March 31, 2016 primarily relating to our integration of Interactive Data Trayport and NYSE, our investment in MERS, our pending acquisition of SPSE and CMA, and various other potential and discontinued acquisitions. We incurred acquisition-related transaction and integration costs during the six months and three months ended June 30, 2015 primarily relating to our integration of NYSE. The integration costs primarily relate to employee termination, lease termination and professional services costs.
Technology and communication expenses increased for the three months ended March 31, 2017, from the comparable period in 2016, primarily due to the acquisitions of Securities Evaluations and Credit Market Analysis, partially offset by the foreign currency decrease.
Selling, general and administrative expenses increased by $12 million and $6 million relating to the inclusion of expenses for Interactive Data and Trayport for the six months and three months ended June 30, 2016, respectively. Selling, general and administrative expenses otherwise decreased for the six months and three months ended June 30, 2016,March 31, 2017, from the comparable periodsperiod in 2015,2016, primarily due to the releaseacquisitions of non-income tax-related reserves of $18Securities Evaluations and Credit Market Analysis, a $10 million and $6 millionaccrual made during the six months and three months ended June 30,March 31, 2017 relating to ongoing investigations and inquiries, and the release of $11 million on non-income-related tax reserves during the three months ended March 31, 2016, respectively.partially offset by the foreign currency decrease.
We recorded amortization expenses on the intangible assets acquired as part of our acquisitions, as well as on other intangible assets, of $164$70 million and $77 million for the six months ended June 30, 2016 and 2015, respectively, and $82 million and $39 million for the three months ended June 30,March 31, 2017 and 2016, and 2015, respectively. We recorded depreciation expenses on our fixed assets of $125 million and $105 million for the six months ended June 30, 2016 and 2015, respectively, and $64 million and $54$61 million for the three months ended June 30,March 31, 2017 and 2016, and 2015, respectively. We recognizedThe decrease in the amortization expenses and depreciation expenses for Interactive Data and Trayport of $90 million and $23 million for the six months ended June 30, 2016, respectively, and $45 million and $12 million for the three months ended June 30,March 31, 2017, from the comparable period in 2016, respectively.is primarily due to a reduction in amortization expenses recorded on intangible assets which became fully amortized (primarily related to certain of the NYSE intangible assets) and the foreign currency decrease, partially offset by amortization expenses on the Securities Evaluations and Credit Market Analysis intangible assets.

Consolidated Non-Operating Income (Expense)
Income and expenses incurred through activities outside of our core operations are considered non-operating. The following tables presenttable presents our non-operating income (expenses) (dollars in millions):
 Six Months Ended 
 June 30,
   Three Months Ended June 30,  
 2016 2015 Change 2016 2015 Change
Other income (expense):           
Interest expense$(90) $(46) 96% $(44) $(23) 91 %
Other income (expense), net11
 (7) n/a
 9
 (9) n/a
Total other expense, net$(79) $(53) 47% $(35) $(32) 9 %
Net income from continuing operations attributable to non-controlling interest$(14) $(14) % $(6) $(6) (7)%
The increase in interest expense for the six months and three months ended June 30, 2016, from the comparable periods in 2015, is primarily due to the interest expense we recognized on the additional debt incurred to finance for the Interactive Data acquisition in December 2015. See “- Debt” below.
We recognized dividend income received relating to our investment in Cetip in other income of $8 million and $10 million for the six months ended June 30, 2016 and 2015, respectively, and $4 million and $7 million for the three months ended June 30, 2016 and 2015, respectively.
 Three Months Ended 
 March 31,
  
 2017 2016 Change
Other income (expense):     
Interest expense$(45) $(46) (2)%
Other income, net186
 2
 n/a
Total other income (expense), net$141
 $(44) n/a
Net income attributable to non-controlling interest$(8) $(8) (6)%
We recognized equity income relating to our 40% ownership in MERSCORP Holdings, Inc., owner of Mortgage Electronic Registrations Systems, Inc., or collectively MERS, and The Options Clearing Corporation, or OCC, in other income, which was $7 million and $3 million for the six months ended June 30, 2016 and 2015, respectively, and $2$5 million for both the three months ended June 30,March 31, 2017 and 2016. We recognized dividend income received relating to our available-for-sale investment in Cetip in other income of $5 million and $4 million for the three months ended March 31, 2017 and 2016, and 2015.respectively. In connection with Cetip’s merger with BM&FBOVESPA S.A. on March 29, 2017, we recognized a $176 million realized investment gain in other income for the three months ended March 31, 2017. See “- Recent Developments - Cetip Investment Gain” above.
We incurred foreign currency transaction gains (losses)losses of ($1 million) and ($7 million) for the six months ended June 30, 2016 and 2015, respectively, and $2 million and ($2 million) for the three months ended June 30,March 31, 2016 and 2015, respectively, primarily attributable tothere was no impact for the fluctuations of the pound sterling and euro relative to the U.S. dollar.three months ended March 31, 2017. Foreign currency gains and losses are recorded in other income (expense) and relate to the settlement of foreign currency assets, liabilities and payables that occur through our foreign operations that are received in non-functional currencies due to the increase or decrease in the period-end foreign currency exchange rates between periods.
During the six months and three months ended June 30, 2015, we incurred $19 million in various litigation accruals, including the ATG/ATS arbitration proceeding, which was recorded in other expense. Refer to note 13 to our consolidated financial statements, which is included in our 2015 Form 10-K, for additional information on the ATG/ATS arbitration proceeding.
We recognized interest income of $1 million and $5 million for the six months ended June 30, 2016 and 2015, respectively, and $1 million and $3 million for the three months ended June 30, 2016 and 2015, respectively. Interest income is recorded in other income and the interest income recognized during 2015 primarily relates to interest earned on the cash that had been set aside in July 2014 from the proceeds of the sale of Euronext that was used to repay the NYSE EUR Notes on June 30, 2015.
For consolidated subsidiaries in which our ownership is less than 100%, and for which we have control over the assets, liabilities and management of the entity, the outside stockholders’ interests are shown as non-controlling interests.

Consolidated Income Tax Provision
Consolidated income tax expense was $316$213 million and $227 million for the six months ended June 30, 2016 and 2015, respectively, and $153 million and $109$163 million for the three months ended June 30,March 31, 2017 and 2016, and 2015, respectively. The change in consolidated income tax expense between periodsyears is primarily due to the changetax impact of changes in our pre-tax income and the changechanges in our effective tax rate each period.year. Our effective tax rate was 30% and 27% for the six months ended June 30, 2016 and 2015, respectively, and 30% and 27% forboth the three months ended June 30, 2016March 31, 2017 and 2015.2016. The effective tax rates for the six months and three months ended June 30,March 31, 2017 and 2016 and 2015 were lower than the federal statutory rate primarily due to favorable foreign income tax rate differentials, partially offset by state income taxes. The favorableFavorable foreign income

tax rate differential resultsdifferentials result primarily from lower tax rates in the U.K. The effectiveand various other lower tax rate forjurisdictions as compared to the six months and three months ended June 30, 2016 is higher than the effective tax rate for the comparable periods in 2015 primarily due to a mix of foreign versus U.S. based income and an increase to deferred income taxesrates in the current year, partially offset by the tax benefit from the early adoption of ASU 2016-09.U.S.


Quarterly Results of Operations
The following quarterly unaudited consolidated statements of income data have been prepared on substantially the same basis as our audited consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of our consolidated results of operations for the quarters presented. The historical results for any quarter do not necessarily indicate the results expected for any future period. The following table sets forth quarterly consolidated statements of income data (in millions):
Three Months Ended,Three Months Ended,
June 30, 2016 (1)
 
March 31, 2016 (1)
 
December 31, 2015 (1)
 September 30, 2015 June 30, 2015March 31, 2017 December 31, 2016 September 30, 2016 June 30, 2016 March 31, 2016
Revenues:                  
Brent crude futures and options contracts$72
 $82
 $64
 $65
 $60
$80
 $75
 $70
 $72
 $82
Other oil futures and options contracts27
 29
 26
 27
 26
35
 32
 30
 27
 29
Gasoil futures and options contracts24
 24
 24
 24
 21
26
 25
 25
 24
 24
Natural gas futures and options contracts51
 57
 52
 46
 43
55
 54
 46
 51
 57
Power futures and options contracts23
 21
 20
 17
 21
18
 21
 18
 23
 21
Emissions and other energy futures and options contracts15
 17
 16
 13
 12
14
 17
 10
 15
 17
Sugar futures and options contracts34
 32
 23
 30
 30
26
 18
 25
 34
 32
Other agricultural and metals futures and options contracts33
 30
 25
 23
 27
30
 29
 27
 33
 30
Interest rates futures and options contracts44
 56
 57
 43
 50
49
 40
 37
 44
 56
Other financial futures and options contracts36
 38
 33
 38
 32
34
 34
 33
 36
 38
Cash equities and equity options381
 426
 410
 454
 490
Credit default swaps34
 40
 34
 38
 34
37
 34
 35
 34
 40
Cash equities and equity options454
 490
 428
 457
 379
Other transactions13
 13
 12
 10
 12
13
 13
 11
 13
 13
Total transaction and clearing, net860
 929
 814
 831
 747
798
 818
 777
 860
 929
Pricing and analytics211
 204
 63
 36
 27
238
 234
 209
 211
 204
Exchange data138
 132
 136
 139
 128
Desktops and connectivity147
 145
 76
 58
 58
144
 149
 144
 147
 145
Exchange data139
 128
 118
 115
 120
Total data services497
 477
 257
 209
 205
520
 515
 489
 497
 477
Listings105
 103
 102
 101
 101
106
 105
 106
 105
 103
Other revenues42
 45
 46
 46
 43
45
 46
 44
 42
 45
Revenues1,504
 1,554
 1,219
 1,187
 1,096
Total revenues1,469
 1,484
 1,416
 1,504
 1,554
Transaction-based expenses375
 400
 344
 371
 299
305
 346
 338
 375
 400
Revenues, less transaction-based expenses1,129
 1,154
 875
 816
 797
Total revenues, less transaction-based expenses1,164
 1,138
 1,078
 1,129
 1,154
Compensation and benefits236
 236
 166
 150
 144
245
 237
 236
 236
 236
Professional services32
 36
 32
 37
 32
Acquisition-related transaction and integration costs14
 19
 14
 20
 27
Technology and communication92
 92
 56
 49
 47
98
 97
 93
 92
 92
Professional services37
 32
 37
 37
 32
Rent and occupancy17
 18
 12
 14
 15
18
 18
 17
 17
 18
Acquisition-related transaction and integration costs20
 27
 54
 8
 7
Selling, general and administrative30
 22
 34
 24
 29
41
 33
 31
 30
 22
Depreciation and amortization(1)146
 143
 98
 94
 93
134
 140
 181
 146
 143
Operating expenses578
 570
 457
 376
 367
Total operating expenses582
 580
 604
 578
 570
Operating income551
 584
 418
 440
 430
582
 558
 474
 551
 584
Other expense, net (2)
(35) (44) (27) (17) (32)
Other income (expense), net (2)
141
 (28) (31) (35) (44)
Income tax expense (3)
153
 163
 18
 113
 109
213
 171
 93
 153
 163
Net income$363
 $377
 $373
 $310
 $289
$510
 $359
 $350
 $363
 $377
Net income attributable to non-controlling interest(6) (8) (3) (4) (6)(8) (7) (6) (6) (8)
Net income attributable to ICE$357
 $369
 $370
 $306
 $283
$502
 $352
 $344
 $357
 $369

(1) We acquired Trayport on December 11, 2015The increase in the depreciation and Interactive Data on December 14, 2015 and have included their financial results in our results of operationsamortization expenses for the periods subsequentthree months ended September 30, 2016 is primarily due to their acquisition dates, with all revenues included in data services revenues.the $33 million Creditex customer relationship intangible asset impairment.
(2) Other expense,In connection with Cetip’s merger with BM&FBOVESPA S.A. on March 29, 2017, we recognized a $176 million realized investment gain in other income (expense), net for the three months ended June 30, 2015 includes $19 million in litigation settlements and accruals.March 31, 2017. See “- Recent Developments - Cetip Investment Gain” above.

(3) The decrease in the income tax expenseexpenses for the three months ended December 31, 2015September 30, 2016 is primarily due to the deferred tax benefit associated with future U.K. income tax rate reductions along with certain favorable settlements with various taxing authorities.reductions.

Liquidity and Capital Resources
Below are charts that reflect our capital allocation. The acquisition and integration costs in the chart below includes the acquisition-related transaction and integration costs in each period.
ice2017331_chart-37613.jpg
ice2017331_chart-39146.jpgice2017331_chart-39863.jpgice2017331_chart-40552.jpgice2017331_chart-41471.jpg
We have financed our operations, growth and cash needs primarily through income from operations and borrowings under our various debt facilities. Our principal capital requirements have been to fund capital expenditures, working capital, strategic acquisitions and investments, stock repurchases, dividends to our shareholders and the continued development of our electronic trading and clearing platforms.technology platforms that support our businesses. We believe that our cash on hand and cash flows from operations will be sufficient to repay our outstanding debt as it matures. In the future, we may need to incur additional debt or issue additional equity securities, which we may be unable to do or to do on favorable terms. See “- Future Capital Requirements” below.
Our commercial paper program enables us to borrow efficiently at reasonable short term interest rates and provides us with the flexibility to de-lever using our strong annual cash flows from operating activities whenever our leverage becomes elevated as a result of investment or acquisition activities. We reduced our outstanding commercial paper during the sixthree months ended June 30, 2016March 31, 2017 by $781$117 million, enabled by strongprimarily using cash flows which include annual listings billings during the first quarter of 2016, and a reduction in our unrestricted cash balance from year end.operations.
Upon maturity of old issuances of commercial paper and to the extent old issuances are not repaid by cash on hand, we are exposed to the rollover risk of not being able to issue new commercial paper. To mitigate the rollover risk, we maintain an undrawn back-stop bank revolving credit facility for an aggregate amount equaling at any time the amount issued under our commercial paper program. If we were not able to issue new commercial paper, we have the option of drawing on the back-stop revolving facility, however electing to do so would result in higher interest expense. See “- Debt” below.
Consolidated cash and cash equivalents were $390$360 million and $627$407 million as of June 30, 2016March 31, 2017 and December 31, 2015,2016, respectively, and short-term and long-term restricted cash and investments were $984 million$1.0 billion and $920$943 million as of June 30, 2016March 31, 2017 and December 31, 2015,2016, respectively. We plan to use the $438 million in net cash and stock proceeds received from the Cetip merger and sale of B3 shares in April 2017 to pay down amounts outstanding under our Commercial Paper Program and for share repurchases. See “- Cash FlowsRecent Developments - Investing Activities” below for a discussion of the increase in the restricted cash and investments as of June 30, 2016.Cetip Investment Gain” above.
As of June 30, 2016,March 31, 2017, the amount of unrestricted cash held by our non-U.S. subsidiaries was $236$201 million. While we consider our non-U.S. earnings to be indefinitely reinvested overseas, if these cash balances are needed for our operations in the U.S., any repatriation by way of dividend may be subject to both U.S. federal and state income taxes, as adjusted for any non-U.S. tax credits.

However, we do not have any current needs or foreseeable future needs or other plans to repatriate cash by way of dividends from our non-U.S. subsidiaries.
During 2015, our stock repurchases were completed under stock repurchase plans authorized by our board of directors. In connection with our acquisition of Interactive Data during the fourth quarter of 2015, we suspended our stock repurchase plan and that plan has now expired. We did not repurchase any of our outstanding common stock during the six months ended June 30, 2016. The timing and extent of future repurchases, if any, that are not made pursuant to a Rule 10b5-1 trading plan will be at our discretion and will depend upon many conditions. Our management and board of directors periodically review whetherhas adopted a quarterly dividend declaration policy providing that the declaration of any dividends will be approved quarterly by the board of directors or not to be active in repurchasingaudit committee of the board of directors taking into account such factors as our stock. In makingevolving business model, prevailing business conditions and our financial results and capital requirements, without a determination regarding any stock repurchases,predetermined annual net income payout ratio. During the first quarter of 2017, we consider multiple factors. The factors may include: overall stock market conditions,paid a quarterly dividend of $0.20 per share of our common stock price movements,for an aggregate payout of $120 million. On May 3, 2017, we announced a $0.20 per share dividend for the remaining amount authorized for repurchases by our boardsecond quarter of directors,2017 with the potential impactdividend payable on June 30, 2017 to shareholders of a stock repurchase program on our corporate debt ratings, our expected free cash flow and working capital needs, our current and future planned strategic growth initiatives, and other potential usesrecord as of our cash and capital resources.June 16, 2017.
In August 2016, our board of directors approved an aggregate of $1.0 billion for future repurchases of our common stock with no fixed expiration date, subject to applicable laws and regulations. Repurchases may be made from time to timeDuring the three months ended March 31, 2017, we repurchased 3,911,026 shares of our outstanding common stock at a cost of $229 million. These repurchases were completed on the open market through established plans, in privately-negotiated transactions or otherwise, in accordance with all applicable securities laws, rules and regulations. We plan to enter into a Rule 10b5-1 trading plan in the future to govern the repurchase ofunder our shares of common stock. Assuming we do begin to repurchase our shares of common stock in the future, we may discontinue the stock repurchases at any time and may terminate the Rule 10b5-1 trading plan. The approval forAs of March 31, 2017, the shareremaining board authorization permits repurchases does not obligate usof up to acquire any particular amount$721 million of our common stock. In addition,Refer to note 7 to our board of directors may increase or decrease the amount of capacity we haveconsolidated financial statements and related notes, which are included elsewhere in this Quarterly Report, for repurchases from time to time. We expect funding for any share repurchases to come frommore information on our operating cash flow or borrowings under our debt facilities or commercial paperstock repurchase program.

Cash Flows
The following tables present the major components of net increases (decreases) in cash and cash equivalents (in millions):
Six Months Ended June 30,Three Months Ended March 31,
2016 20152017 2016
Net cash provided by (used in):      
Operating activities$1,103
 $770
$611
 $597
Investing activities(302) 899
(108) (59)
Financing activities(1,031) (1,635)(551) (697)
Effect of exchange rate changes(7) (8)1
 
Net increase (decrease) in cash and cash equivalents$(237) $26
Net decrease in cash and cash equivalents$(47) $(159)
Operating Activities
Net cash provided by operating activities primarily consists of net income adjusted for certain non-cash items, including depreciation and amortization and the effects of changes in working capital. Fluctuations in net cash provided by operating activities are primarily attributable to increases and decreases in our net income between periods and due to fluctuations in working capital. The $336 million increase in net cash provided by operating activities for the six months ended June 30, 2016, from the comparable period in 2015, is primarily due to $171 million in cash provided by operating activities for Interactive Data and Trayport for the six months ended June 30, 2016, increase in the net income of our historical income statement excluding Interactive Data and Trayport, and other fluctuations in working capital. See “- Financial Highlights” above.
Investing Activities
Consolidated net cash used in investing activities for the sixthree months ended June 30,March 31, 2017 and 2016 and 2015 primarily relates to proceeds from term deposits and sales of available-for-sale investments, increases in our capital expenditures and capitalized software development costs, cash received in divestiture or paid for acquisition, and changes in restricted cash.
We received net proceeds from term deposits and sales of available-for-sale investments of $1.1 billion for the six months ended June 30, 2015, with the proceeds from the term deposits used for the repayments of the NYSE EUR Notes.
We had capital expenditures of $96$32 million and $92$31 million for the sixthree months ended June 30,March 31, 2017 and 2016, and 2015, respectively, and we had capitalized software development expenditures of $61$34 million and $44$25 million for the sixthree months ended June 30,March 31, 2017 and 2016, and 2015, respectively. The capital expenditures primarily relate to hardware purchases to continue the development and expansion of our electronic platforms, data services and clearing houses and leasehold improvements associated with the new and renovated office spaces in Atlanta, New York and London. The software development expenditures primarily relate to the continued development and expansion of our electronic trading platforms, data services and clearing houses.
We received cash from the divestiture of IDMS, net of the cash paid for the NYSE National acquisition, of $22 million for the three months ended March 31, 2017. See “- Recent Developments” above.
We had a net increaseincreases in restricted cash and investments of $75$64 million and $3 million for the sixthree months ended June 30, 2016.March 31, 2017 and 2016, respectively. The net restricted cash increase for the three months ended March 31, 2017 primarily related to increases in the regulatory capital restricted cash at ICE Clear Europe and ICE Futures Europe, partially offset by a decrease in the cash held as escrow for the SuperDerivatives acquisition and the reported regulatory capital restricted cash at LIFFE, whose restricted cash is held in pounds sterling and it decreasedClear US due to the impact of the weakening pound sterling on our exchange rate. Therevenue increases in the regulatory capital restricted cash at ICE Clear Europe and ICE Futures Europe were primarily due to additional costs incurred due to the growth of our trading and clearing businesses and additional regulatory capital buffers required by the Bank of England that we have classified as restricted cash.businesses.
Financing Activities
Consolidated net cash used in financing activities for the sixthree months ended June 30, 2016March 31, 2017 primarily relates to $781$117 million in net repayments under our commercial paper program, $205$229 million in repurchases of common stock, $120 million in dividend and dividend equivalent

payments to our shareholders, and $48$77 million in cash payments related to treasury shares received for restricted stock tax payments and stock options exercises.
Consolidated net cash used in financing activities for the sixthree months ended June 30, 2015March 31, 2016 primarily relates to $918$543 million in net repayments under our debt facilities and commercial paper program, $399$102 million in repurchases of common stock, $158 million in dividend and dividend equivalent payments to our shareholders, $128 million for the purchase of subsidiary shares from non-controlling interest holders (for the purchase of the NYSE Amex Options shares) and $39$47 million in cash payments related to treasury shares received for restricted stock tax payments and stock options exercises.

Debt
Debt
Our total debt, including short-term and long-term debt, consisted of the following as of June 30, 2016March 31, 2017 and December 31, 20152016 (in millions):
As of 
 June 30, 2016
 As of 
 December 31, 2015
As of 
March 31, 2017
 As of 
 December 31, 2016
Debt:      
Commercial Paper$1,811
 $2,591
$1,525
 $1,642
NYSE Notes (2.00% senior unsecured notes due October 5, 2017)851
 851
Short-term debt1,811
 2,591
2,376
 2,493
NYSE USD Notes (2.00% senior unsecured notes due October 5, 2017)852
 852
2018 Senior Notes (2.50% senior unsecured notes due October 15, 2018)597
 597
598
 598
2020 Senior Notes (2.75% senior unsecured notes due December 1, 2020)1,240
 1,239
1,242
 1,242
2023 Senior Notes (4.00% senior unsecured notes due October 15, 2023)789
 789
791
 790
2025 Senior Notes (3.75% senior unsecured notes due December 1, 2025)1,241
 1,240
1,241
 1,241
Long-term debt4,719
 4,717
3,872
 3,871
Total debt$6,530
 $7,308
$6,248
 $6,364
Credit Facility
We have entered into a $3.0 billion senior unsecured revolving credit facility, or the Credit Facility, with a maturity date of November 13, 2020. The Credit Facility includes an option for us to propose an increase in the aggregate amount available for borrowing by up to $1.0 billion, subject to the consent of the lenders funding the increase and certain other conditions. OnIn November 13, 2015, we utilized this option to increase the amount of the Credit Facility to $3.4 billion. The commitments under the Credit Facility will automatically reduce to $2.95$3.2 billion on April 3, 2019. No amounts were outstanding under the Credit Facility as of June 30, 2016.March 31, 2017.
Of the $3.4 billion that is currently available for borrowing under the Credit Facility, $1.8$1.5 billion is required to back-stop the amount outstanding under our Commercial Paper Program as of June 30, 2016.March 31, 2017. The amount required to back-stop the amounts outstanding under the Commercial Paper Program will fluctuate as we increase or decrease our commercial paper borrowings. The remaining $1.6$1.9 billion available under the Credit Facility as of June 30, 2016March 31, 2017 is available to us to use for working capital and general corporate purposes including, but not limited to, acting as a back-stop to future increases in the amounts outstanding under the Commercial Paper Program.
364 Day Facility
On November 13, 2015, we entered into a $500 million 364 day senior unsecured revolving credit facility,Program or to fund the 364 Day Facility. The amounts available underredemption of the 364 Day Facility are available for use by us for working capital and general corporate purposes but specifically excluding any use to back-stop amounts issued under the Commercial Paper Program. The commitments under the 364 Day Credit Facility were reduced to $375 million on May 13, 2016 and will be automatically reduced to $250 million on August 13, 2016. No amounts were outstanding under the 364 Day Facility as of June 30, 2016.NYSE Notes discussed below.
Commercial Paper Program
We have entered into a U.S. dollar commercial paper program, or the Commercial Paper Program. Our Commercial Paper Program is currently backed by the borrowing capacity available under the Credit Facility, equal to the amount of the commercial paper that is issued and outstanding at any given point in time. The effective interest rate of commercial paper issuances does not materially differ from short term interest rates (such as USD LIBOR). The fluctuation of these rates due to market conditions may impact our interest expense.
Commercial paper notes of $1.8$1.5 billion with original maturities ranging from 13 to 8981 days were outstanding as of June 30, 2016March 31, 2017 under our Commercial Paper Program. As of June 30, 2016,March 31, 2017, the weighted average interest rate on the $1.8$1.5 billion outstanding under our Commercial Paper Program was 0.54%0.95% per annum, with a weighted average maturity of 1821 days. We repaid $781$117 million of the amounts outstanding under the Commercial Paper Program during the sixthree months ended June 30, 2016March 31, 2017 primarily using cash flows from operations and a portion of our unrestricted cash balances.
Senior Notes
In November 2015, we issued $2.5 billion in aggregate senior notes, including $1.25 billion principal amount of 2.75% senior unsecured fixed rate notes due November 2020, or the 2020 Senior Notes, and $1.25 billion principal amount of 3.75% senior unsecured fixed rate notes due November 2025, or the 2025 Senior Notes. We used the net proceeds from the 2020 Senior Notes and 2025 Senior Notes offering, together with $1.6 billion of borrowings under our Commercial Paper Program, to finance the $4.1 billion cash portion of the purchase price of the acquisition of Interactive Data.

In October 2013, we issued $600 million principal amount of 2.50% senior unsecured fixed rate notes due October 2018, or the 2018 Senior Notes, and $800 million principal amount of 4.00% senior unsecured fixed rate notes due October 2023, or the 2023 Senior Notes.operations.
NYSE Notes
In connection with our acquisition on November 13, 2013 of NYSE Euronext, which we refer to as NYSE following the initial public offering and sale of Euronext in 2014, we assumed NYSE's outstanding debt instruments, which includedThe $850 million, of 2.00% senior unsecured fixed rate notesNYSE Notes are due in October 2017, or2017. We currently plan to fund the redemption of the NYSE USD Notes and €920 million ($1.1 billion)with the issuance of 5.375%new senior unsecured fixed rateterm notes. However, if we are unable to issue new senior term notes that were due in June 2015, or to do so on favorable terms, then we would fund the NYSE EUR Notes and togetherredemption under the Commercial Paper Program or with the NYSE USD Notes,unused amount available under the NYSE Notes. On June 30, 2015, we repaid the NYSE EUR Notes using cash that had been set aside in July 2014 from the proceedsCredit Facility, or a combination of the sale of Euronext.these sources.

Committed Contingent Liquidity Facilities
To provide a tool to address the liquidity needs of our clearing houses and manage the liquidation of margin and guaranty fund deposits held in the form of cash and high quality sovereign debt, ICE Clear Europe, ICE Clear Credit and ICE Clear U.S.US have entered into Committed Repurchase Agreement Facilities, or Committed Repo. Additionally, ICE Clear Credit has entered into Committed F/X Facilities to support these liquidity needs. As of June 30, 2016,March 31, 2017, the following facilities were in place:

ICE Clear Europe:    $1.05 billion in Committed Repo to finance U.S. dollar, euro and pound sterling sovereign debt deposits.

ICE Clear Credit:$400300 million in Committed Repo to finance U.S. dollar and euro sovereign debt deposits, €500 million in Committed Repo to finance euro sovereign debt deposits, and €1.0 billion in Committed F/X Facilities to finance euro payment obligations with U.S. dollar deposits.

ICE Clear U.S.:US:    $250 million in Committed Repo to finance U.S. dollar sovereign debt deposits.
Future Capital Requirements
Our future capital requirements will depend on many factors, including the rate of growth across our trading and clearing and data services and listings businesses,segments, strategic plans and acquisitions, available sources for financing activities, required technology and clearing initiatives, regulatory requirements, the timing and introduction of new products and enhancements to existing products, the geographic mix of our business, potential stock repurchases, and the continuing market acceptance of our electronic trading and clearing platforms. We currently expect to make aggregate operational capital expenditures and to incur capitalized software development costs ranging between $280 million and $300 million for the year ended December 31, 2016,2017, which we believe will support the enhancement of our technology, business integration and the continued expansiongrowth of our businesses. In addition, we currently expect between $45$40 million to $55$45 million in real estate capital expenditures during 20162017 for leasehold improvements primarily associated with our Atlanta and New York headquarters.
Our board of directors has adopted a quarterly dividend declaration policy providing that the declaration of any dividends will be approved quarterly by the board of directors or audit committee of the board of directors taking into account such factors as our evolving business model, prevailing business conditions and our financial results and capital requirements, without a predetermined annual net income payout ratio. During the second quarter of 2016, we paid a quarterly dividend of $0.85 per share of our common stock for an aggregate payout of $103 million, which includes the payment of dividend equivalents on unvested employee restricted stock units. During the six months ended June 30, 2016, our dividend payout was $1.70 per share of our common stock for an aggregate payout of $205 million, which includes the payment of dividend equivalents. On August 3, 2016, we announced a $0.85 per share dividend for the third quarter of 2016 with the dividend payable on September 30, 2016 to shareholders of record as of September 16, 2016.
As of June 30, 2016,March 31, 2017, we had $6.5$6.2 billion in outstanding debt. We currently have a $3.4 billion Credit Facility. After factoring in the $1.8$1.5 billion currently required to backstop our Commercial Paper Program $1.6as of March 31, 2017, $1.9 billion of our Credit Facility is currently available for general corporate purposes.purposes, including for the potential repayment of the $850 million NYSE Notes when they mature in October 2017. The Credit Facility, our $375 million 364 Day Facility and our Commercial Paper Program are currently the only significant agreements or arrangements that we have with third parties for liquidity and capital resources. In the event of any strategic acquisitions, mergers or investments, or if we are required to raise capital for any reason or desire to return capital to our stockholders, we may incur additional debt, issue additional equity to raise necessary funds, repurchase additional shares of our common stock or pay a dividend. However, we cannot provide assurance that such financing or transactions will be available or successful, or that the terms of such financing or transactions will be favorable to us. We currently plan to fund the redemption of the NYSE Notes in October 2017 with the issuance of new senior term notes. However, if we are unable to issue new senior term notes or to do so on favorable terms, then we would fund the NYSE Notes redemption under the Commercial Paper Program or with the unused amount available under the Credit Facility, or a combination of these sources. See “- Debt” above.

Non-GAAP Financial Measures
We use non-GAAP measures internally to evaluate our performance and in making financial and operational decisions. When viewed in conjunction with our GAAP results and the accompanying reconciliation, we believe that our presentation of these measures provides investors with greater transparency and a greater understanding of factors affecting our financial condition and results of operations than GAAP measures alone. In addition, we believe the presentation of these measures is useful to investors for period-to-period comparison of results because the items described below as adjustments to GAAP are not reflective of our core business performance. These financial measures are not in accordance with, or an alternative to, GAAP financial measures and may be different from non-GAAP measures used by other companies. We use these adjusted results because we believe they more clearly highlight trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures, since these measures eliminate from our results specific financial items that have less bearing on our core operating performance. We strongly recommend that investors review the GAAP financial measures included in this Quarterly Report, on Form 10-Q, including our consolidated financial statements and the notes thereto.
Adjusted operating expenses, adjusted operating income, adjusted operating margin, adjusted net income attributable to ICE common shareholders and adjusted earnings per share for the periods presented below are calculated by adding or subtracting the adjustments described below, which are not reflective of our cash operations and core business performance, and their related income tax effect and other tax adjustments (in millions, except for percentages and per share amounts):
 Trading and Clearing Segment Data and Listings Segment Consolidated
 Six Months Ended 
 June 30,
 Six Months Ended 
 June 30,
 Six Months Ended 
 June 30,
 2016 2015 2016 2015 2016 2015
Revenues, less transaction-based expenses$1,101
 $1,040
 $1,182
 $607
 $2,283
 $1,647
Operating expenses$427
 $445
 $721
 $310
 $1,148
 $755
Less: NYSE and Interactive Data transaction and integration costs1
 10
 23
 15
 24
 25
Less: Amortization of acquisition-related intangibles38
 41
 116
 25
 154
 66
Adjusted operating expenses$388
 $394
 $582
 $270
 $970
 $664
Operating income$674
 $595
 $461
 $297
 $1,135
 $892
Adjusted operating income$713
 $646
 $600
 $337
 $1,313
 $983
Operating margin61% 57% 39% 49% 50% 54%
Adjusted operating margin65% 62% 51% 56% 58% 60%
            
Net income attributable to ICE common shareholders        $726
 $598
Add: NYSE and Interactive Data transaction and integration costs        24
 25
Add: Amortization of acquisition-related intangibles        154
 66
Add: Litigation settlements and accruals        
 19
Less: Income tax effect for the above items        (65) (34)
Add/(Less): Deferred tax adjustment on acquisition-related intangibles        13
 (14)
Add: Other tax adjustments        
 7
Adjusted net income attributable to ICE common shareholders        $852
 $667
            
Basic earnings per share attributable to ICE common shareholders        $6.10
 $5.37
Diluted earnings per share attributable to ICE common shareholders        $6.07
 $5.34
            
Adjusted basic earnings per share attributable to ICE common shareholders        $7.16
 $5.98
Adjusted diluted earnings per share attributable to ICE common shareholders        $7.12
 $5.96


Trading and Clearing Segment Data and Listings Segment ConsolidatedTrading and Clearing Segment Data and Listings Segment Consolidated
Three Months Ended 
 June 30,
 Three Months Ended 
 June 30,
 Three Months Ended 
 June 30,
Three Months Ended 
 March 31,
 Three Months Ended 
 March 31,
 Three Months Ended 
 March 31,
2016 2015 2016 2015 2016 20152017 2016 2017 2016 2017 2016
Revenues, less transaction-based expenses$527
 $491
 $602
 $306
 $1,129
 $797
$538
 $574
 $626
 $580
 $1,164
 $1,154
Operating expenses$214
 $219
 $364
 $148
 $578
 $367
$216
 $213
 $366
 $357
 $582
 $570
Less: NYSE and Interactive Data transaction and integration costs
 2
 7
 4
 7
 6
Less: Interactive Data and NYSE transaction and integration costs
 1
 12
 16
 12
 17
Less: Amortization of acquisition-related intangibles18
 21
 59
 12
 77
 33
12
 20
 53
 57
 65
 77
Less: Accrual relating to ongoing investigations and inquiries10
 
 
 
 10
 
Adjusted operating expenses$196
 $196
 $298
 $132
 $494
 $328
$194
 $192
 $301
 $284
 $495
 $476
Operating income$313
 $272
 $238
 $158
 $551
 $430
$322
 $361
 $260
 $223
 $582
 $584
Adjusted operating income$331
 $295
 $304
 $174
 $635
 $469
$344
 $382
 $325
 $296
 $669
 $678
Operating margin59% 55% 40% 52% 49% 54%60% 63% 42% 39% 50% 51%
Adjusted operating margin63% 60% 50% 57% 56% 59%64% 66% 52% 51% 57% 59%
                      
Net income attributable to ICE common shareholders        $357
 $283
        $502
 $369
Add: NYSE and Interactive Data transaction and integration costs        7
 6
Add: Interactive Data and NYSE transaction and integration costs        12
 17
Add: Amortization of acquisition-related intangibles        77
 33
        65
 77
Add: Litigation settlements and accruals        
 19
Less: Income tax effect for the above items        (30) (15)
Less: Deferred tax adjustment on acquisition-related intangibles        
 (10)
Add: Other tax adjustments        
 7
Add: Accrual relating to ongoing investigations and inquiries        10
 
Less: Cetip investment gain        (176) 
Add/(Less): Income tax effect for the above items        28
 (35)
Add: Deferred tax adjustment on acquisition-related intangibles        
 13
Adjusted net income attributable to ICE common shareholders        $411
 $323
        $441
 $441
                      
Basic earnings per share attributable to ICE common shareholders        $3.00
 $2.55
        $0.84
 $0.62
Diluted earnings per share attributable to ICE common shareholders       ��$2.98
 $2.54
        $0.84
 $0.62
                      
Adjusted basic earnings per share attributable to ICE common shareholders        $3.45
 $2.91
        $0.74
 $0.74
Adjusted diluted earnings per share attributable to ICE common shareholders        $3.43
 $2.90
        $0.74
 $0.74
Acquisition-related transaction costs are included as part of our core business expenses, except for those that are directly related to the announcement, closing, financing or termination of a transaction. However, allthe acquisition-related transaction and integration costs relating to NYSEInteractive Data and Interactive DataNYSE are included in non-GAAP adjustments given the sizes of these acquisitions. As of June 30, 2016, the integration of NYSE had been completed and we will no longer include any NYSE integration costs as non-GAAP adjustments following this date. Amortization of acquisition-related intangibles are included in non-GAAP adjustments as excluding these non-cash expenses provides greater clarity regarding our financial strength and stability of cash operating results. Also, included in non-GAAP adjustments are litigation settlements and accruals incurred duringDuring the six and three months ended June 30, 2015. March 31, 2017 we also include as non-GAAP adjustments the $176 million Cetip realized investment gain as it is not part of our core business operations and the $10 million accrual relating to ongoing investigations and inquiries as it is a non-recurring item.
The income tax effects relating to thesethe items above are included in non-GAAP adjustments as well as deferred tax adjustments on acquisition-related intangibles and other tax effects relating to certain foreignadjustments. The tax items in non-GAAP adjustments are either the tax impacts of the pre-tax non-GAAP adjustments or are tax items as described below that are not in the normal course of business and are not indicative of our core business performance. Deferred tax adjustments on acquisition-related intangibles include the impact of U.S. state tax law changes.and apportionment changes which resulted in deferred tax benefits of $13 million for the three months ended March 31, 2016.
For additional information on these items, refer to our consolidated financial statements and related notes, which are included elsewhere in this Quarterly Report and “- Recent Developments - Cetip Investment Gain”, “- Consolidated Operating Expenses” and “- Consolidated Income Tax Provision” above.
Contractual Obligations and Commercial Commitments
In the secondfirst quarter of 2016,2017, there were no significant changes to our contractual obligations and commercial commitments from those disclosed in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 20152016 Form 10-K.


Off-Balance Sheet Arrangements
We do not have any relationships with unconsolidated entities or financial partnerships, often referred to as structured finance or special purpose entities, which have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
New and Recently Adopted Accounting Pronouncements
Refer to note 2 to our consolidated financial statements above for information on the new and recently adopted accounting pronouncements that are applicable to us.
Critical Accounting Policies and Estimates
In the secondfirst quarter of 2016, except as discussed below,2017, there were no significant changes to our critical accounting policies and estimates from those disclosed in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 20152016 Form 10-K.
Our goodwill and other identifiable intangible assets are identified as part of our critical accounting policies and affect our more significant judgments and estimates used in the preparation of our consolidated financial statements and could materially increase or decrease our reported results, assets and liabilities. Our goodwill and other indefinite-lived intangible assets are evaluated for impairment annually in our fiscal fourth quarter or more frequently if conditions exist that indicate that the value may be impaired. We test our goodwill for impairment at the reporting unit level. These impairment evaluations are performed by comparing the carrying value of the goodwill reporting unit or other indefinite-lived intangibles to its estimated fair value. We allocate goodwill to reporting units based on the reporting unit expected to benefit from the business combination.
We had previously identified three reporting units: our futures reporting unit, our CDS reporting unit, and our cash listings reporting unit. We have conducted a review to determine the appropriate reporting units as a result of operating under two business segments effective January 1, 2016 and following our acquisition of Interactive Data in December 2015. This review has led to the identification of four reporting units: our futures reporting unit, our CDS reporting unit, our cash reporting unit, and our data and listings reporting unit. The change in reporting units is not considered a triggering event and we therefore have not evaluated for impairment during the interim period, as there were otherwise no conditions that indicate that the value may be impaired.

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a result of our operating and financing activities, we are exposed to market risks such as interest rate risk, foreign currency exchange rate risk and credit risk. We have implemented policies and procedures designed to measure, manage, monitor and report risk exposures, which are regularly reviewed by the appropriate management and supervisory bodies.
Interest Rate Risk
We have exposure to market risk for changes in interest rates relating to our cash and cash equivalents, short-term investments, short-term and long-term restricted cash and investments, and indebtedness. As of June 30, 2016March 31, 2017 and December 31, 2015,2016, our cash and cash equivalents, short-term investments and short-term and long-term restricted cash and investments were $1.4 billion and $1.6$1.4 billion, respectively, of which $334$227 million and $439$272 million, respectively, were denominated in pounds sterling, euros or Canadian dollars. The remaining cash and cash equivalents, short-term investments and short-term and long-term restricted cash and investments are denominated in U.S. dollars. We do not use our investment portfolio for trading or other speculative purposes. A hypothetical decrease in long-term interest rates to zero basis points would decrease annual pre-tax earnings by $3$2 million as of June 30, 2016,March 31, 2017, assuming no change in the amount or composition of our cash and cash equivalents, short-term investments and short-term and long-term restricted cash and investments.

Our investment in Cetip, which is recorded as an available-for-sale, long-term investment and is recorded and held in Brazilian reais, was valued at $427 million as of June 30, 2016, including an accumulated unrealized gain of $103 million. Changes in the fair value of the Cetip investment are currently reflected in accumulated other comprehensive income (loss) and do not impact earnings, except to the extent that unrealized losses are deemed to be other than temporary.
As of June 30, 2016,March 31, 2017, we had $6.5$6.2 billion in outstanding debt, of which $3.9 billion relates to senior notes and $852$851 million relates to the NYSE Notes, all of which bear interest at fixed interest rates. The remaining amount outstanding of $1.8$1.5 billion relates to our Commercial Paper Program, which bears interest at fluctuating rates and, therefore, subjects us to interest rate risk. A hypothetical 100 basis point increase in long-term interest rates relating to the amounts outstanding under our Commercial Paper Program as of June 30, 2016March 31, 2017 would decrease annual pre-tax earnings by $18$15 million, assuming no change in the volume or composition of our outstanding indebtedness and no hedging activity.
The interest rates on our Commercial Paper Program are currently evaluated based upon current maturities and market conditions. The weighted average interest rate on our Commercial Paper Program increased from 0.74% as of December 31, 2016 to 0.95% as of March 31, 2017. The increase in the Commercial Paper Program weighted average interest rate was primarily due to the decision by the U.S. Federal Reserve in March 2017 to increase the federal funds short-term interest rate by 25 basis points to 1.00%. The Federal Reserve also signaled that they intend to continue to increase the federal fund short-term interest rate over the next several years, and if this occurs, this will continue to increase the weighted average interest rate on our Commercial Paper Program. See Item 2 “- Management’s Discussion and Analysis of Financial Condition and Results of Operations - Debt” included elsewhere in this Quarterly Report.
Foreign Currency Exchange Rate Risk
As an international business, we are subject to foreign currency exchange rate risk. We may experience gains or losses from foreign currency transactions in the future given that a significant part of our assets, liabilities, revenues and expenses are recorded in euros or pounds sterling. Certain assets, liabilities, revenues and expenses of foreign subsidiaries are denominated in the local functional currency of such subsidiaries. Our exposure to foreign denominated earnings for the six months and three months ended June 30, 2016March 31, 2017 is

presented by primary foreign currency in the following table (dollars in millions, except exchange rates):
Six Months Ended 
 June 30, 2016
 Three Months Ended 
 June 30, 2016
Three Months Ended 
 March 31, 2017
Pound sterling Euro Pound sterling EuroPound Sterling Euro
Average exchange rate to the U.S. dollar in the current year period$1.4417
 $1.1170
 $1.4383
 $1.1313
$1.2396
 $1.0654
Average exchange rate to the U.S. dollar in the same period in the prior year$1.5236
 $1.1186
 $1.5301
 $1.1073
$1.4450
 $1.1027
Average exchange rate increase (decrease)(5)% % (6)% 2%
Average exchange rate decrease(14)% (3)%
Foreign denominated percentage of:          
Revenues, less transaction-based expenses11 % 5% 11 % 5%10 % 5 %
Operating expenses15 % 4% 16 % 4%11 % 4 %
Operating income7 % 7% 5 % 7%9 % 3 %
Impact of the currency fluctuations (1) on:
          
Revenues, less transaction-based expenses$(15) $
 $(8) $2
$(18) $(2)
Operating expenses$(10) $
 $(6) $1
$(10) $(1)
Operating income$(5) $
 $(2) $1
$(8) $(1)

(1) Represents the impact of currency fluctuation for the six months and three months ended June 30, 2016March 31, 2017 compared to the same periodsperiod in the prior year.
We have a significant part of our assets, liabilities, revenues and expenses recorded in pounds sterling or euros. For the six months and three months ended June 30, 2016, 17% and 16%, respectively,March 31, 2017, 15% of our consolidated revenues, less transaction-based expenses, were denominated in pounds sterling or euros and 19%15% of both our consolidated expenses were denominated in pounds sterling or euros. As the pound sterling or euro exchange rate changes, the U.S. equivalent of revenues and expenses denominated in foreign currencies changes accordingly.
We have foreign currency transaction risk related to the settlement of foreign currency denominated assets, liabilities and payables that occur through our operations, which are received in or paid in pounds sterling or euros, due to the increase or decrease in the foreign currency exchange rates between periods. We hadincurred foreign currency transaction gains (losses)losses of ($1 million) and ($7 million) for the six months ended June 30, 2016 and 2015, respectively, and $2 million and ($2 million) for the three months ended June 30,March 31, 2016, and 2015, respectively, primarily attributable to the fluctuations of the pound sterling and euro relative to the U.S. dollar.dollar (there was no impact for the three months ended March 31, 2017). A 10% adverse change in the underlying foreign currency exchange rates as of June 30, 2016March 31, 2017 would result in a foreign currency transaction loss of $4$5 million, assuming no change in the composition of the foreign currency denominated assets, liabilities and payables and assuming no hedging activity.
We entered into foreign currency hedging transactions during the six months and three months ended June 30, 2016March 31, 2017 as economic hedges to help mitigate a portion of our foreign exchange risk exposure and may enter into additional hedging transactions in the future to help mitigate our foreign exchange risk exposure. Although we may enter into additional hedging transactions in the future to help mitigate our foreign exchange risk exposure, these hedging arrangements may not be effective, particularly in the event of imprecise forecasts of the levels of our non-U.S. denominated assets and liabilities.

We have foreign currency translation risk equal to our net investment in our foreign subsidiaries. The financial statements of these subsidiaries are translated into U.S. dollars using a current rate of exchange, with gains or losses included in the cumulative translation adjustment account, a component of equity. Our exposure to the net investment in foreign currencies is presented by primary foreign currencies in the table below (in millions):
As of June 30, 2016As of March 31, 2017
Position in pounds sterling Position in eurosPosition in Pounds Sterling Position in Euros
Assets£1,346
 220
£1,269
 203
of which goodwill represents522
 43
522
 43
Liabilities146
 92
123
 102
Net currency position£1,200
 128
£1,146
 101
Impact on consolidated equity of a 10% decrease in foreign currency exchange rates$160
 $14
$144
 $11
As of June 30, 2016March 31, 2017 and December 31, 20152016, the portion of our equity attributable to accumulated other comprehensive loss from foreign currency translation was $244$320 million and $45$345 million, respectively. As of June 30, 2016,March 31, 2017, we had net exposure of pounds sterling and euros of £1.2£1.1 billion ($1.61.4 billion) and €128€101 million ($143109 million), respectively. Based on these June 30, 2016March 31, 2017 net currency positions, a hypothetical 10% decrease of the pound sterling against U.S. dollar would negatively impact our equity by $160$144 million and a hypothetical 10% decrease of the euro against U.S. dollar would negatively impact our equity by $14$11 million. For the six months and three months ended June 30, 2016,March 31, 2017, currency exchange rate differences had a negativepositive impact of $199$25 million and $125 million, respectively, on our consolidated equity, primarily due to the decreaseincrease in the pound sterling/U.S. dollar exchange rate to 1.3312 as of June 30, 2016 (from 1.4868 as of December 31, 2015 and from 1.43631.2552 as of March 31, 2017 (from 1.2336 as of

December 31, 2016) due to the weakening pound sterling. The pound sterling decreased in late June 2016 following the U.K. referendum that resulted in a vote for the U.K. to leave the European Union.. The future impact on our business relating to the U.K. leaving the European Union and the corresponding regulatory changes are uncertain at this time, including future impacts on currency exchange rates.
Credit Risk
We are exposed to credit risk in our operations in the event of a counterparty default. We limit our exposure to credit risk by rigorously selecting the counterparties with which we make our investments and execute agreements. Credit risk is monitored by using exposure limits depending on ratings assigned by rating agencies as well as the nature and maturity of transactions. Our investment objective is to invest in securities that preserve principal while maximizing yields, without significantly increasing risk. We seek to substantially mitigate credit risk associated with investments by ensuring that these financial assets are placed with governments, well-capitalized financial institutions and other creditworthy counterparties.
An ongoing review is performed to evaluate changes in the status of counterparties. In addition to the intrinsic creditworthiness of counterparties, our policies require diversification of counterparties (banks, financial institutions, bond issuers and funds) so as to avoid a concentration of risk.
Our clearing houses hold material amounts of clearing member cash deposits which are held or invested primarily to provide security of capital while minimizing credit, market and liquidity risks. Refer to note 9 to our consolidated financial statements, abovewhich are included elsewhere in this Quarterly Report, for more information on the clearing houses cash deposits, which were $48.5$52.4 billion as of June 30, 2016.March 31, 2017. While we seek to achieve a reasonable rate of return which may generate interest income for our clearing members, we are primarily concerned with preservation of capital and managing the risks associated with these deposits. As the clearing houses may pass on interest revenues (minus costs) to the members, this could include negative or reduced yield due to market conditions. For a summary of the risks associated with this investment activity and how these risks are mitigated, see Part II, Item 7(A) “Quantitative and Qualitative Disclosures About Market Risk” in our 20152016 Form 10-K.
Impact of Inflation
We have not been adversely affected by inflation as technological advances and competition have generally caused prices for the hardware and software that we use for our electronic platforms to remain constant or to decline. In the event of inflation, we believe that we will be able to pass on any price increases to our participants, as the prices that we charge are not governed by long-term contracts.

ITEM  4.        CONTROLS AND PROCEDURES
(a)  Evaluation of Disclosure Controls and Procedures.    As of the end of the period covered by this report, an evaluation was carried out by our management, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of the end of the period covered by this report.
(b)  Changes in Internal Controls over Financial Reporting. There were no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. As a result, no corrective actions were taken.


PART II. Other Information

ITEM 1.    LEGAL PROCEEDINGS
We are subject to legal proceedings, claims and claimsinvestigations that arise in the ordinary course of our business. Typically,These include, for example, several ongoing investigations and inquiries from the SEC and other regulators as well as the matters described in Part I, Item 3 “Legal Proceedings” in our 2016 Form 10-K. We establish accruals for those matters in circumstances when a loss contingency is considered probable and the related amount is reasonably estimable. Any such accruals may be adjusted as circumstances change. During the three months ended March 31, 2017, we recorded a $10 million accrual relating to ongoing investigations and inquiries. Assessments of losses are inherently subjective and involve unpredictable factors. We do not believe that the resolution of ordinary coursethese legal matters will have a material adverse effect on our consolidated financial condition,conditions, results of operations or liquidity. It is possible, however, that future results of operations for any particular quarterly or annual period couldmay be materially and adversely affected by any developments relating to thein legal proceedings, claims and claims. Refer to Part 1, Item 3, “Legal Proceedings” in our 2015 Form 10-K for a summary of our legal proceedings and claims.investigations.

ITEM  1(A).     RISK FACTORS


In the secondfirst quarter of 2016,2017, there were no significant new risk factors from those disclosed in Part 1, Item 1A, “Risk Factors” in our 20152016 Form 10-K. In addition to the other information set forth in this Quarterly Report, including the regulatory update information of Item 2 - Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations, you should carefully consider the factors discussed under “Risk Factors” and the regulation discussion under “Business - Regulation” in our 20152016 Form 10-K. These risks could materially and adversely affect our business, financial condition and results of operations. The risks and uncertainties in our 20152016 Form 10-K are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business.

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Stock Repurchases
None. Please referThe table below sets forth the information with respect to Part I, Item 2 - Management’s Discussion and Analysispurchases made by or on behalf of Financial Condition and ResultsIntercontinental Exchange, Inc. or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act) of Operations - Liquidity and Capital Resources for information about potential futureour common stock repurchases.during the three months ended March 31, 2017.
Period
(2017)
 
Total number of
shares purchased 
Average price
paid per share
Total number of
shares purchased as
part of publicly
announced plans or
programs(1)
Approximate dollar
value of shares that
may yet be
purchased under the
plans or programs
(in millions)(1)
January 1 - January 31503,138$57.181,406,058$921
February 1 - February 282,680,423$58.344,086,481$765
March 1 - March 31727,465$59.954,813,946$721
Total3,911,026$58.494,813,946$721
(1)Refer to Note 7 to our consolidated financial statements and related notes, which are included elsewhere in this Quarterly Report, for details on our stock repurchase plans.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.    MINE SAFETY DISCLOSURES
Not applicable.

ITEM 5.        OTHER INFORMATION
Not applicable.


ITEM 6.        EXHIBITS
Exhibit Number  Description of Document
3.1SixthSeventh Amended and Restated Bylaws of Intercontinental Exchange, Inc., effective May 6, 2016January 31, 2017 (incorporated by reference to Exhibit 3.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on May 11, 2016, File No. 001-36198).
10.1Form of Agreement Relating to Noncompetition and Other Covenants signed by each of the non-employee directors and by Intercontinental Exchange, Inc. (incorporated by reference to Exhibit 10.01 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on May 17, 2016,February 1, 2017, File No. 001-36198).
   
31.1Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
   
31.2Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
   
32.1Section 1350 Certification of Chief Executive Officer.
   
32.2Section 1350 Certification of Chief Financial Officer.
   
101   The following materials from Intercontinental Exchange, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016,March 31, 2017, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Equity, Accumulated Other Comprehensive Loss and Redeemable Non-Controlling Interest (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text.*

 
*
As provided in Rule 406T of Regulation S-T, this information is “furnished” and not “filed” for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934. Such exhibit will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 unless Intercontinental Exchange, Inc. specifically incorporates it by reference.  

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
  
Intercontinental Exchange, Inc.
(Registrant)
    
Date: AugustMay 3, 20162017 By:/s/ Scott A. Hill
   Scott A. Hill
   Chief Financial Officer
   (Principal Financial Officer)


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