Condensed Consolidating Financial Statements | 12 Months Ended |
Dec. 31, 2013 |
Consolidating Financial Statements [Abstract] | ' |
Condensed Consolidating Financial Statements | ' |
Condensed Consolidating Financial Statements |
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In connection with our acquisition of NYSE Euronext in November 2013, ICE Group, IntercontinentalExchange, Inc. and NYSE Euronext Holdings, LLC established various guarantees to protect against structural subordination of each entities’ existing indebtedness. Each of IntercontinentalExchange, Inc. and NYSE Euronext Holdings, LLC are wholly owned subsidiaries of ICE Group, and each have fully and unconditionally guaranteed, on an unsecured and unsubordinated basis, the payment of principal, premium, if any, and interest of ICE Group’s Senior Notes. Similarly, ICE Group and IntercontinentalExchange, Inc. each have fully and unconditionally guaranteed, on an unsecured and unsubordinated basis, the payment of principal, premium, if any, and interest of the NYSE Euronext Notes. Finally, ICE Group and NYSE Euronext Holdings, LLC each have fully and unconditionally guaranteed, on an unsecured and unsubordinated basis, the payment of principal, premium, if any, and interest of the Credit Facilities and the 364 Day Facility. All of the guarantees are joint and several with all other guarantees and indebtedness. ICE Group’s guarantees, as a standalone entity, will remain in place until each applicable debt obligation has been satisfied. IntercontinentalExchange, Inc. and NYSE Euronext’s guarantees will remain in place until certain conditions are satisfied, which, in IntercontinentalExchange, Inc.’s case, includes IntercontinentalExchange, Inc. no longer being an obligor (issuer or borrower) under the Credit Facilities and, in NYSE Euronext’s case, includes ICE Group's senior unsecured long-term indebtedness maintaining certain minimum credit ratings in the absence of the NYSE Euronext guarantee. |
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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 Group, Inc.; (ii) IntercontinentalExchange, Inc.; (iii) NYSE Euronext Holdings, LLC; (iv) the non-guarantor subsidiaries; (v) elimination entries necessary to consolidate each of ICE Group, Inc., IntercontinentalExchange, Inc. and NYSE Euronext Holdings, LLC with the non-guarantor subsidiaries; and (vi) the Company on a consolidated basis. As discussed in Note 1, the Company was formed on March 6, 2013 for purposes of effecting the acquisition of NYSE Euronext. Therefore, the condensed consolidating statements for reporting periods prior thereto reflect how these statements would have been presented had the Company been established for all periods presented. The condensed consolidating financial statements only include activity related to NYSE Euronext for the period from November 13, 2013, the closing date of the acquisition, through December 31, 2013 for the condensed consolidating statements of income, comprehensive income and cash flows, and as of December 31, 2013 for the condensed consolidating balance sheets. The condensed consolidating financial information should be read in conjunction with the accompanying consolidated financial statements. |
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IntercontinentalExchange Group, Inc. |
Condensed Consolidating Balance Sheets |
As of December 31, 2013 |
(in millions) |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| ICE Group, Inc. | | Subsidiary Guarantor - Intercontinental-Exchange, Inc. | | Subsidiary | | Subsidiary | | Consolidating | | Consolidated |
(Parent) | Guarantor - NYSE Euronext Holdings, LLC | Non-Guarantors | Adjustments | Total |
Current assets: | | | | | | | | | | | |
Cash and cash equivalents | $ | 2 | | | $ | 10 | | | $ | — | | | $ | 949 | | | $ | — | | | $ | 961 | |
|
Short term investments and restricted cash | — | | | — | | | 1 | | | 350 | | | — | | | 351 | |
|
Customer accounts receivables, net | — | | | 7 | | | — | | | 475 | | | — | | | 482 | |
|
Intercompany receivable | 1,395 | | | — | | | 2,398 | | | — | | | (3,793 | ) | | — | |
|
Intercompany note receivable- short term | — | | | 3 | | | — | | | 25 | | | (28 | ) | | — | |
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Margin deposits and guaranty funds | — | | | — | | | — | | | 42,216 | | | — | | | 42,216 | |
|
Prepaid expenses and other current assets | 4 | | | 20 | | | — | | | 225 | | | — | | | 249 | |
|
Total current assets | 1,401 | | | 40 | | | 2,399 | | | 44,240 | | | (3,821 | ) | | 44,259 | |
|
Property and equipment, net | — | | | 167 | | | — | | | 724 | | | — | | | 891 | |
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Other non-current assets: | | | | | | | | | | | |
Goodwill | — | | | — | | | — | | | 9,501 | | | — | | | 9,501 | |
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Other intangible assets, net | — | | | — | | | — | | | 9,404 | | | — | | | 9,404 | |
|
Long-term restricted cash | — | | | — | | | — | | | 161 | | | — | | | 161 | |
|
Long-term investments | — | | | — | | | — | | | 324 | | | — | | | 324 | |
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Investment in subsidiaries | 14,019 | | | 3,637 | | | 11,383 | | | — | | | (29,039 | ) | | — | |
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Intercompany note receivable | — | | | 517 | | | — | | | 80 | | | (597 | ) | | — | |
|
Other non-current assets | 14 | | | 17 | | | 11 | | | 243 | | | (7 | ) | | 278 | |
|
Total other non-current assets | 14,033 | | | 4,171 | | | 11,394 | | | 19,713 | | | (29,643 | ) | | 19,668 | |
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Total assets | $ | 15,434 | | | $ | 4,378 | | | $ | 13,793 | | | $ | 64,677 | | | $ | (33,464 | ) | | $ | 64,818 | |
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| | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | |
Accounts payable and accrued liabilities | $ | 19 | | | $ | 12 | | | $ | — | | | $ | 312 | | | $ | — | | | $ | 343 | |
|
Accrued salaries and benefits | 1 | | | 25 | | | — | | | 275 | | | — | | | 301 | |
|
Short-term debt | 1,080 | | | 55 | | | — | | | — | | | — | | | 1,135 | |
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Margin deposits and guaranty funds | — | | | — | | | — | | | 42,216 | | | — | | | 42,216 | |
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Intercompany payable | — | | | 1,229 | | | — | | | 2,564 | | | (3,793 | ) | | — | |
|
Note payable to affiliates | — | | | 25 | | | — | | | 3 | | | (28 | ) | | — | |
|
Other current liabilities | — | | | 4 | | | — | | | 343 | | | — | | | 347 | |
|
Total current liabilities | 1,100 | | | 1,350 | | | — | | | 45,713 | | | (3,821 | ) | | 44,342 | |
|
Non-current liabilities: | | | | | | | | | | | |
Non-current deferred tax liability, net | — | | | — | | | — | | | 2,778 | | | (7 | ) | | 2,771 | |
|
Long-term debt | 1,393 | | | 324 | | | 2,206 | | | — | | | — | | | 3,923 | |
|
Note payable to affiliates | 358 | | | — | | | 239 | | | — | | | (597 | ) | | — | |
|
Other non-current liabilities | — | | | 33 | | | — | | | 812 | | | — | | | 845 | |
|
Total non-current liabilities | 1,751 | | | 357 | | | 2,445 | | | 3,590 | | | (604 | ) | | 7,539 | |
|
Total liabilities | 2,851 | | | 1,707 | | | 2,445 | | | 49,303 | | | (4,425 | ) | | 51,881 | |
|
Redeemable non-controlling interest | — | | | — | | | — | | | 322 | | | — | | | 322 | |
|
| | | | | | | | | | | |
Equity: | | | | | | | | | | | |
Retained earnings | 2,482 | | | 282 | | | (20 | ) | | 372 | | | (634 | ) | | 2,482 | |
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Equity from parent | — | | | 2,309 | | | 11,089 | | | 14,273 | | | (27,671 | ) | | — | |
|
Other shareholders' equity | 10,101 | | | 80 | | | 279 | | | 375 | | | (734 | ) | | 10,101 | |
|
Total shareholders’ equity | 12,583 | | | 2,671 | | | 11,348 | | | 15,020 | | | (29,039 | ) | | 12,583 | |
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Non-controlling interest in consolidated subsidiaries | — | | | — | | | — | | | 32 | | | — | | | 32 | |
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Total equity | 12,583 | | | 2,671 | | | 11,348 | | | 15,052 | | | (29,039 | ) | | 12,615 | |
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Total liabilities and equity | $ | 15,434 | | | $ | 4,378 | | | $ | 13,793 | | | $ | 64,677 | | | $ | (33,464 | ) | | $ | 64,818 | |
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IntercontinentalExchange Group, Inc. |
Condensed Consolidating Balance Sheets |
As of December 31, 2012 |
(in millions) |
| | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| ICE Group, Inc. | | Subsidiary Guarantor - Intercontinental-Exchange, Inc. | | Subsidiary | | Consolidating | | Consolidated | | | | |
(Parent) | Non-Guarantors | Adjustments | Total | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents | $ | — | | | $ | 1,004 | | | $ | 608 | | | $ | — | | | $ | 1,612 | | | | | |
| | | |
Short term restricted cash | — | | | — | | | 87 | | | — | | | 87 | | | | | |
| | | |
Customer accounts receivables, net | — | | | 4 | | | 123 | | | — | | | 127 | | | | | |
| | | |
Intercompany receivable | 1,187 | | | — | | | — | | | (1,187 | ) | | — | | | | | |
| | | |
Note receivable from affiliate | — | | | 13 | | | 10 | | | (23 | ) | | — | | | | | |
| | | |
Margin deposits and guaranty funds | — | | | — | | | 31,883 | | | — | | | 31,883 | | | | | |
| | | |
Prepaid expenses and other current assets | — | | | 25 | | | 16 | | | — | | | 41 | | | | | |
| | | |
Total current assets | 1,187 | | | 1,046 | | | 32,727 | | | (1,210 | ) | | 33,750 | | | | | |
| | | |
Property and equipment, net | — | | | 107 | | | 37 | | | — | | | 144 | | | | | |
| | | |
Other non-current assets: | | | | | | | | | | | | | |
Goodwill | — | | | — | | | 1,938 | | | — | | | 1,938 | | | | | |
| | | |
Other intangible assets, net | — | | | — | | | 799 | | | — | | | 799 | | | | | |
| | | |
Long-term restricted cash | — | | | — | | | 163 | | | — | | | 163 | | | | | |
| | | |
Long-term investments | — | | | — | | | 391 | | | — | | | 391 | | | | | |
| | | |
Investment in subsidiaries | 2,456 | | | 3,184 | | | — | | | (5,640 | ) | | — | | | | | |
| | | |
Other non-current assets | — | | | 19 | | | 16 | | | (5 | ) | | 30 | | | | | |
| | | |
Total other non-current assets | 2,456 | | | 3,203 | | | 3,307 | | | (5,645 | ) | | 3,321 | | | | | |
| | | |
Total assets | $ | 3,643 | | | $ | 4,356 | | | $ | 36,071 | | | $ | (6,855 | ) | | $ | 37,215 | | | | | |
| | | |
| | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable and accrued liabilities | $ | — | | | $ | 19 | | | $ | 51 | | | $ | — | | | $ | 70 | | | | | |
| | | |
Accrued salaries and benefits | — | | | 23 | | | 32 | | | — | | | 55 | | | | | |
| | | |
Short-term debt | — | | | 50 | | | 113 | | | — | | | 163 | | | | | |
| | | |
Margin deposits and guaranty funds | — | | | — | | | 31,883 | | | — | | | 31,883 | | | | | |
| | | |
Intercompany payable | — | | | 981 | | | 206 | | | (1,187 | ) | | — | | | | | |
| | | |
Notes payable to affiliates | — | | | 10 | | | 13 | | | (23 | ) | | — | | | | | |
| | | |
Other current liabilities | — | | | 11 | | | 64 | | | — | | | 75 | | | | | |
| | | |
Total current liabilities | — | | | 1,094 | | | 32,362 | | | (1,210 | ) | | 32,246 | | | | | |
| | | |
Non-current liabilities: | | | | | | | | | | | | | |
Non-current deferred tax liability, net | — | | | — | | | 221 | | | (5 | ) | | 216 | | | | | |
| | | |
Long-term debt | — | | | 787 | | | 182 | | | — | | | 969 | | | | | |
| | | |
Other non-current liabilities | — | | | 19 | | | 88 | | | — | | | 107 | | | | | |
| | | |
Total non-current liabilities | — | | | 806 | | | 491 | | | (5 | ) | | 1,292 | | | | | |
| | | |
Total liabilities | — | | | 1,900 | | | 32,853 | | | (1,215 | ) | | 33,538 | | | | | |
| | | |
| | | | | | | | | | | | | |
Equity: | | | | | | | | | | | | | |
Retained earnings | 2,509 | | | 551 | | | 560 | | | (1,111 | ) | | 2,509 | | | | | |
| | | |
Equity from parent | — | | | 1,957 | | | 2,693 | | | (4,650 | ) | | — | | | | | |
| | | |
Other shareholders' equity | 1,134 | | | (52 | ) | | (68 | ) | | 121 | | | 1,135 | | | | | |
| | | |
Total shareholders’ equity | 3,643 | | | 2,456 | | | 3,185 | | | (5,640 | ) | | 3,644 | | | | | |
| | | |
Non-controlling interest in consolidated subsidiaries | — | | | — | | | 33 | | | — | | | 33 | | | | | |
| | | |
Total equity | 3,643 | | | 2,456 | | | 3,218 | | | (5,640 | ) | | 3,677 | | | | | |
| | | |
Total liabilities and equity | $ | 3,643 | | | $ | 4,356 | | | $ | 36,071 | | | $ | (6,855 | ) | | $ | 37,215 | | | | | |
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IntercontinentalExchange Group, Inc. |
Condensed Consolidating Statements of Income |
Year ended December 31, 2013 |
(in millions) |
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| | | | | | | | | | | | | | | | | | | | | | | |
| ICE Group, Inc. | | Subsidiary Guarantor - Intercontinental-Exchange, Inc. | | Subsidiary | | Subsidiary | | Consolidating | | Consolidated |
(Parent) | Guarantor - NYSE Euronext Holdings, LLC | Non-Guarantors | Adjustments | Total |
Revenues: | | | | | | | | | | | |
Transaction and clearing fees, net | $ | — | | | $ | 16 | | | $ | — | | | $ | 1,386 | | | $ | — | | | $ | 1,402 | |
|
Market data fees | — | | | — | | | — | | | 212 | | | — | | | 212 | |
|
Listing fees | — | | | — | | | — | | | 35 | | | — | | | 35 | |
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Other revenues | — | | | 11 | | | — | | | 135 | | | — | | | 146 | |
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Intercompany revenues | — | | | 218 | | | — | | | 5 | | | (223 | ) | | — | |
|
Total revenues | — | | | 245 | | | — | | | 1,773 | | | (223 | ) | | 1,795 | |
|
Transaction-based expenses | — | | | — | | | — | | | 121 | | | — | | | 121 | |
|
Total revenues, less transaction-based expenses | — | | | 245 | | | — | | | 1,652 | | | (223 | ) | | 1,674 | |
|
Operating expenses: | | | | | | | | | | | |
Compensation and benefits | — | | | 92 | | | — | | | 239 | | | — | | | 331 | |
|
Technology and communication | — | | | 31 | | | — | | | 38 | | | — | | | 69 | |
|
Professional services | — | | | 13 | | | — | | | 47 | | | — | | | 60 | |
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Rent and occupancy | — | | | 5 | | | — | | | 38 | | | — | | | 43 | |
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Acquisition-related transaction and integration costs | — | | | 93 | | | — | | | 72 | | | — | | | 165 | |
|
Selling, general and administrative | — | | | 13 | | | — | | | 42 | | | — | | | 55 | |
|
Depreciation and amortization | — | | | 49 | | | — | | | 112 | | | — | | | 161 | |
|
Intercompany expenses | — | | | 5 | | | — | | | 218 | | | (223 | ) | | — | |
|
Total operating expenses | — | | | 301 | | | — | | | 806 | | | (223 | ) | | 884 | |
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Operating income (loss) | — | | | (56 | ) | | — | | | 846 | | | — | | | 790 | |
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Other income (expense): | | | | | | | | | | | |
Interest and investment income | — | | | 1 | | | — | | | 2 | | | — | | | 3 | |
|
Interest expense | (11 | ) | | (34 | ) | | (3 | ) | | (8 | ) | | — | | | (56 | ) |
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Intercompany interest income (expense) | — | | | 2 | | | — | | | (2 | ) | | — | | | — | |
|
Other income (expense), net | — | | | (53 | ) | | — | | | (184 | ) | | — | | | (237 | ) |
|
Total other income (expense), net | (11 | ) | | (84 | ) | | (3 | ) | | (192 | ) | | — | | | (290 | ) |
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Income before income taxes | (11 | ) | | (140 | ) | | (3 | ) | | 654 | | | — | | | 500 | |
|
Income tax expense (benefit) | (4 | ) | | (33 | ) | | — | | | 267 | | | — | | | 230 | |
|
Equity earnings from subsidiaries | 262 | | | 388 | | | (17 | ) | | — | | | (633 | ) | | — | |
|
Net income (loss) | $ | 255 | | | $ | 281 | | | $ | (20 | ) | | $ | 387 | | | $ | (633 | ) | | $ | 270 | |
|
Net income attributable to non-controlling interest | — | | | — | | | — | | | (16 | ) | | — | | | (16 | ) |
|
Net income (loss) attributable to ICE Group, Inc. | $ | 255 | | | $ | 281 | | | $ | (20 | ) | | $ | 371 | | | $ | (633 | ) | | $ | 254 | |
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IntercontinentalExchange Group, Inc. |
Condensed Consolidating Statements of Comprehensive Income |
Year ended December 31, 2013 |
(in millions) |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| ICE Group, Inc. | | Subsidiary Guarantor - Intercontinental-Exchange, Inc. | | Subsidiary | | Subsidiary | | Consolidating | | Consolidated |
(Parent) | Guarantor - NYSE Euronext Holdings, LLC | Non-Guarantors | Adjustments | Total |
Net income (loss) | $ | 255 | | | $ | 281 | | | $ | (20 | ) | | $ | 387 | | | $ | (633 | ) | | $ | 270 | |
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Other comprehensive income (loss): | | | | | | | | | | | |
Foreign currency translation adjustments | — | | | — | | | — | | | 304 | | | — | | | 304 | |
|
Change in fair value of net investment hedge | — | | | — | | | (19 | ) | | — | | | — | | | (19 | ) |
|
Change in fair value of available-for-sale-securities | — | | | — | | | — | | | (67 | ) | | — | | | (67 | ) |
|
Reclassifications of losses realized on available-for-sale securities to other expense | — | | | — | | | — | | | 190 | | | — | | | 190 | |
|
Employee benefit plan adjustments | — | | | — | | | — | | | 3 | | | — | | | 3 | |
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Total other comprehensive income (loss) | — | | | — | | | (19 | ) | | 430 | | | — | | | 411 | |
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Comprehensive income of subsidiaries | 411 | | | 132 | | | 310 | | | — | | | (853 | ) | | — | |
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Comprehensive income | 666 | | | 413 | | | 271 | | | 817 | | | (1,486 | ) | | 681 | |
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Comprehensive income attributable to non-controlling interests | — | | | — | | | — | | | (16 | ) | | — | | | (16 | ) |
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Comprehensive income attributable to ICE Group, Inc. | $ | 666 | | | $ | 413 | | | $ | 271 | | | $ | 801 | | | $ | (1,486 | ) | | $ | 665 | |
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IntercontinentalExchange Group, Inc. |
Condensed Consolidating Statements of Income |
Year ended December 31, 2012 |
(in millions) |
| | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| ICE Group, Inc. | | Subsidiary Guarantor - Intercontinental-Exchange, Inc. | | Subsidiary | | Consolidating | | Consolidated | | | | |
(Parent) | Non-Guarantors | Adjustments | Total | | | | |
Revenues: | | | | | | | | | | | | | |
Transaction and clearing fees, net | $ | — | | | $ | 17 | | | $ | 1,168 | | | $ | — | | | $ | 1,185 | | | | | |
| | | |
Market data fees | — | | | 1 | | | 146 | | | — | | | 147 | | | | | |
| | | |
Other revenues | — | | | 8 | | | 23 | | | — | | | 31 | | | | | |
| | | |
Intercompany revenues | — | | | 209 | | | 9 | | | (218 | ) | | — | | | | | |
| | | |
Total revenues | — | | | 235 | | | 1,346 | | | (218 | ) | | 1,363 | | | | | |
| | | |
Operating expenses: | | | | | | | | | | | | | |
Compensation and benefits | — | | | 92 | | | 159 | | | — | | | 251 | | | | | |
| | | |
Technology and communication | — | | | 29 | | | 17 | | | — | | | 46 | | | | | |
| | | |
Professional services | — | | | 12 | | | 21 | | | — | | | 33 | | | | | |
| | | |
Rent and occupancy | — | | | 2 | | | 17 | | | — | | | 19 | | | | | |
| | | |
Acquisition-related transaction costs | — | | | 15 | | | 4 | | | — | | | 19 | | | | | |
| | | |
Selling, general and administrative | — | | | 9 | | | 28 | | | — | | | 37 | | | | | |
| | | |
Depreciation and amortization | — | | | 45 | | | 86 | | | — | | | 131 | | | | | |
| | | |
Intercompany expenses | — | | | 9 | | | 209 | | | (218 | ) | | — | | | | | |
| | | |
Total operating expenses | — | | | 213 | | | 541 | | | (218 | ) | | 536 | | | | | |
| | | |
Operating income | — | | | 22 | | | 805 | | | — | | | 827 | | | | | |
| | | |
Other income (expense): | | | | | | | | | | | | | |
Interest and investment income | — | | | 1 | | | 1 | | | — | | | 2 | | | | | |
| | | |
Interest expense | — | | | (32 | ) | | (7 | ) | | — | | | (39 | ) | | | | |
| | | |
Intercompany interest income (expense) | — | | | 2 | | | (2 | ) | | — | | | — | | | | | |
| | | |
Other income (expense), net | — | | | (1 | ) | | 1 | | | — | | | — | | | | | |
| | | |
Total other income (expense), net | — | | | (30 | ) | | (7 | ) | | — | | | (37 | ) | | | | |
| | | |
Income before income taxes | — | | | (8 | ) | | 798 | | | — | | | 790 | | | | | |
| | | |
Income tax expense (benefit) | — | | | 1 | | | 227 | | | — | | | 228 | | | | | |
| | | |
Equity earnings from subsidiaries | 552 | | | 559 | | | — | | | (1,111 | ) | | — | | | | | |
| | | |
Net income | $ | 552 | | | $ | 550 | | | $ | 571 | | | $ | (1,111 | ) | | $ | 562 | | | | | |
| | | |
Net income attributable to non-controlling interest | — | | | — | | | (10 | ) | | — | | | (10 | ) | | | | |
| | | |
Net income attributable to ICE Group, Inc. | $ | 552 | | | $ | 550 | | | $ | 561 | | | $ | (1,111 | ) | | $ | 552 | | | | | |
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IntercontinentalExchange Group, Inc. |
Condensed Consolidating Statements of Comprehensive Income |
Year ended December 31, 2012 |
(in millions) |
| | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| ICE Group, Inc. | | Subsidiary Guarantor - Intercontinental-Exchange, Inc. | | Subsidiary | | Consolidating | | Consolidated | | | | |
(Parent) | Non-Guarantors | Adjustments | Total | | | | |
Net income | $ | 552 | | | $ | 550 | | | $ | 571 | | | $ | (1,111 | ) | | $ | 562 | | | | | |
| | | |
Other comprehensive income (loss): | | | | | | | | | | | | | | |
| | | |
Foreign currency translation adjustments | — | | | — | | | 29 | | | — | | | 29 | | | | | |
| | | |
Change in fair value of available-for-sale-securities | — | | | — | | | (60 | ) | | — | | | (60 | ) | | | | |
| | | |
Total other comprehensive income (loss) | — | | | — | | | (31 | ) | | — | | | (31 | ) | | | | |
| | | |
Comprehensive income of subsidiaries | (32 | ) | | (32 | ) | | — | | | 64 | | | — | | | | | |
| | | |
Comprehensive income | 520 | | | 518 | | | 540 | | | (1,047 | ) | | 531 | | | | | |
| | | |
Comprehensive income attributable to non-controlling interests | — | | | — | | | (10 | ) | | — | | | (10 | ) | | | | |
| | | |
Comprehensive income attributable to ICE Group, Inc. | $ | 520 | | | $ | 518 | | | $ | 530 | | | $ | (1,047 | ) | | $ | 521 | | | | | |
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IntercontinentalExchange Group, Inc. |
Condensed Consolidating Statements of Income |
Year ended December 31, 2011 |
(in millions) |
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| ICE Group, Inc. | | Subsidiary Guarantor - Intercontinental-Exchange, Inc. | | Subsidiary | | Consolidating | | Consolidated | | | | |
(Parent) | Non-Guarantors | Adjustments | Total | | | | |
Revenues: | | | | | | | | | | | | | |
Transaction and clearing fees, net | $ | — | | | $ | 182 | | | $ | 994 | | | $ | — | | | $ | 1,176 | | | | | |
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Market data fees | — | | | 24 | | | 101 | | | — | | | 125 | | | | | |
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Other revenues | — | | | 7 | | | 19 | | | — | | | 26 | | | | | |
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Intercompany revenues | — | | | 136 | | | 25 | | | (161 | ) | | — | | | | | |
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Total revenues | — | | | 349 | | | 1,139 | | | (161 | ) | | 1,327 | | | | | |
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Operating expenses: | | | | | | | | | | | | | |
Compensation and benefits | — | | | 84 | | | 166 | | | — | | | 250 | | | | | |
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Technology and communication | — | | | 27 | | | 21 | | | — | | | 48 | | | | | |
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Professional services | — | | | 15 | | | 20 | | | — | | | 35 | | | | | |
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Rent and occupancy | — | | | 2 | | | 17 | | | — | | | 19 | | | | | |
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Acquisition-related transaction costs | — | | | 10 | | | 6 | | | — | | | 16 | | | | | |
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Selling, general and administrative | — | | | 12 | | | 22 | | | — | | | 34 | | | | | |
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Depreciation and amortization | — | | | 42 | | | 90 | | | — | | | 132 | | | | | |
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Intercompany expenses | — | | | 25 | | | 136 | | | (161 | ) | | — | | | | | |
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Total operating expenses | — | | | 217 | | | 478 | | | (161 | ) | | 534 | | | | | |
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Operating income | — | | | 132 | | | 661 | | | — | | | 793 | | | | | |
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Other income (expense): | | | | | | | | | | | | | |
Interest and investment income | — | | | 2 | | | 1 | | | — | | | 3 | | | | | |
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Interest expense | — | | | (28 | ) | | (7 | ) | | — | | | (35 | ) | | | | |
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Intercompany interest income (expense) | — | | | 3 | | | (3 | ) | | — | | | — | | | | | |
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Other income (expense), net | — | | | (1 | ) | | — | | | — | | | (1 | ) | | | | |
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Total other income (expense), net | — | | | (24 | ) | | (9 | ) | | — | | | (33 | ) | | | | |
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Income before income taxes | — | | | 108 | | | 652 | | | — | | | 760 | | | | | |
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Income tax expense | — | | | 33 | | | 205 | | | — | | | 238 | | | | | |
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Equity earnings from subsidiaries | 510 | | | 435 | | | — | | | (945 | ) | | — | | | | | |
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Net income | $ | 510 | | | $ | 510 | | | $ | 447 | | | $ | (945 | ) | | $ | 522 | | | | | |
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Net income attributable to non-controlling interest | — | | | — | | | (12 | ) | | — | | | (12 | ) | | | | |
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Net income attributable to ICE Group, Inc. | $ | 510 | | | $ | 510 | | | $ | 435 | | | $ | (945 | ) | | $ | 510 | | | | | |
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IntercontinentalExchange Group, Inc. |
Condensed Consolidating Statements of Comprehensive Income |
Year ended December 31, 2011 |
(in millions) |
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| ICE Group, Inc. | | Subsidiary Guarantor - Intercontinental-Exchange, Inc. | | Subsidiary | | Consolidating | | Consolidated | | | | |
(Parent) | Non-Guarantors | Adjustments | Total | | | | |
Net income | $ | 510 | | | $ | 510 | | | $ | 447 | | | $ | (945 | ) | | $ | 522 | | | | | |
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Other comprehensive income (loss): | | | | | | | | | | | | | |
Foreign currency translation adjustments | — | | | — | | | 2 | | | — | | | 2 | | | | | |
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Change in fair value of net investment hedge | — | | | — | | | 2 | | | — | | | 2 | | | | | |
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Change in fair value of available-for-sale-securities | — | | | — | | | (63 | ) | | — | | | (63 | ) | | | | |
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Total other comprehensive income (loss) | — | | | — | | | (59 | ) | | — | | | (59 | ) | | | | |
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Comprehensive income of subsidiaries | (59 | ) | | (59 | ) | | — | | | 118 | | | — | | | | | |
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Comprehensive income | 451 | | | 451 | | | 388 | | | (827 | ) | | 463 | | | | | |
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Comprehensive income attributable to non-controlling interests | — | | | — | | | (12 | ) | | — | | | (12 | ) | | | | |
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Comprehensive income attributable to ICE Group, Inc. | $ | 451 | | | $ | 451 | | | $ | 376 | | | $ | (827 | ) | | $ | 451 | | | | | |
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IntercontinentalExchange Group, Inc. |
Condensed Consolidating Statements of Cash Flows |
Year ended December 31, 2013 |
(in millions) |
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| ICE Group, Inc. | | Subsidiary Guarantor - Intercontinental-Exchange, Inc. | | Subsidiary | | Subsidiary | | Consolidating | | Consolidated |
(Parent) | Guarantor - NYSE Euronext Holdings, LLC | Non-Guarantors | Adjustments | Total |
Net cash provided by operating activities | $ | 65 | | | $ | 98 | | | $ | 111 | | | $ | 743 | | | $ | (282 | ) | | $ | 735 | |
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Cash flows from investing activities: | | | | | | | | | | | |
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Increase in restricted cash | — | | | — | | | — | | | (75 | ) | | — | | | (75 | ) |
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Cash paid for acquisitions, net of cash acquired | (2,742 | ) | | — | | | — | | | 501 | | | — | | | (2,241 | ) |
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Loans to subsidiaries | — | | | (513 | ) | | — | | | (105 | ) | | 618 | | | — | |
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Proceeds from sales of (purchases of) available-for-sale investments | — | | | — | | | — | | | (26 | ) | | — | | | (26 | ) |
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Capital expenditures and capitalized software development costs | — | | | (99 | ) | | — | | | (82 | ) | | — | | | (181 | ) |
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Net cash provided by (used in) investing activities | (2,742 | ) | | (612 | ) | | — | | | 213 | | | 618 | | | (2,523 | ) |
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Cash flows from financing activities: | | | | | | | | | | | |
Proceeds from debt facilities | 2,473 | | | 1,349 | | | — | | | 11 | | | — | | | 3,833 | |
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Repayments of debt facilities and issuance costs for debt facilities | (13 | ) | | (1,813 | ) | | (350 | ) | | (306 | ) | | — | | | (2,482 | ) |
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Intercompany borrowing | 358 | | | 25 | | | 239 | | | (4 | ) | | (618 | ) | | — | |
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Dividends to shareholders | (75 | ) | | — | | | — | | | — | | | — | | | (75 | ) |
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Intercompany dividends | — | | | — | | | — | | | (282 | ) | | 282 | | | — | |
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Pre-payment related to early payoff of debt | — | | | (49 | ) | | — | | | — | | | — | | | (49 | ) |
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Other financing activities | (64 | ) | | 8 | | | — | | | (52 | ) | | — | | | (108 | ) |
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Net cash provided by (used in) financing activities | 2,679 | | | (480 | ) | | (111 | ) | | (633 | ) | | (336 | ) | | 1,119 | |
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Effect of exchange rates on cash and cash equivalents | — | | | — | | | — | | | 18 | | | — | | | 18 | |
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Net increase (decrease) in cash and cash equivalents | 2 | | | (994 | ) | | — | | | 341 | | | — | | | (651 | ) |
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Cash and cash equivalents, beginning of year | — | | | 1,004 | | | — | | | 608 | | | — | | | 1,612 | |
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Cash and cash equivalents, end of year | $ | 2 | | | $ | 10 | | | $ | — | | | $ | 949 | | | $ | — | | | $ | 961 | |
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IntercontinentalExchange Group, Inc. |
Condensed Consolidating Statements of Cash Flows |
Year ended December 31, 2012 |
(in millions) |
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| ICE Group, Inc. | | Subsidiary Guarantor - Intercontinental-Exchange, Inc. | | Subsidiary | | Consolidating | | Consolidated | | | | |
(Parent) | Non-Guarantors | Adjustments | Total | | | | |
Net cash provided by operating activities | $ | 57 | | | $ | 881 | | | $ | 216 | | | $ | (421 | ) | | $ | 733 | | | | | |
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Cash flows from investing activities: | | | | | | | | | | | | | |
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Increase in restricted cash | — | | | — | | | (32 | ) | | — | | | (32 | ) | | | | |
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Cash paid for acquisitions, net of cash acquired | — | | | (19 | ) | | 1 | | | — | | | (18 | ) | | | | |
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Loans to subsidiaries | — | | | (3 | ) | | — | | | 3 | | | — | | | | | |
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Capital expenditures and capitalized software development costs | — | | | (48 | ) | | (20 | ) | | — | | | (68 | ) | | | | |
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Net cash used in investing activities | — | | | (70 | ) | | (51 | ) | | 3 | | | (118 | ) | | | | |
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Cash flows from financing activities: | | | | | | | | | | | | | |
Proceeds from debt facilities | — | | | — | | | 295 | | | — | | | 295 | | | | | |
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Repayments of debt facilities | — | | | (50 | ) | | — | | | — | | | (50 | ) | | | | |
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Repurchases of common stock | (53 | ) | | — | | | — | | | — | | | (53 | ) | | | | |
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Intercompany borrowing | — | | | — | | | 4 | | | (4 | ) | | — | | | | | |
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Intercompany dividends | — | | | — | | | (422 | ) | | 422 | | | — | | | | | |
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Other financing activities | (4 | ) | | 8 | | | (24 | ) | | — | | | (20 | ) | | | | |
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Net cash used in financing activities | (57 | ) | | (42 | ) | | (147 | ) | | 418 | | | 172 | | | | | |
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Effect of exchange rates on cash and cash equivalents | — | | | — | | | 2 | | | — | | | 2 | | | | | |
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Net increase in cash and cash equivalents | — | | | 769 | | | 20 | | | — | | | 789 | | | | | |
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Cash and cash equivalents, beginning of year | — | | | 235 | | | 588 | | | — | | | 823 | | | | | |
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Cash and cash equivalents, end of year | $ | — | | | $ | 1,004 | | | $ | 608 | | | $ | — | | | $ | 1,612 | | | | | |
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IntercontinentalExchange Group, Inc. |
Condensed Consolidating Statements of Cash Flows |
Year ended December 31, 2011 |
(in millions) |
| | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| ICE Group, Inc. | | Subsidiary Guarantor - Intercontinental-Exchange, Inc. | | Subsidiary | | Consolidating | | Consolidated | | | | |
(Parent) | Non-Guarantors | Adjustments | Total | | | | |
Net cash provided by (used in) operating activities | $ | 181 | | | $ | (204 | ) | | $ | 872 | | | $ | (136 | ) | | $ | 713 | | | | | |
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Cash flows from investing activities: | | | | | | | | | — | | | | |
Increase in restricted cash | — | | | — | | | (2 | ) | | — | | | (2 | ) | | | | |
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Cash paid for acquisitions, net of cash acquired | — | | | (10 | ) | | — | | | — | | | (10 | ) | | | | |
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Loans to subsidiaries | — | | | 62 | | | — | | | (62 | ) | | — | | | | | |
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Purchases of cost and equity method investments | — | | | (4 | ) | | — | | | — | | | (4 | ) | | | | |
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Purchase of available-for-sale securities | — | | | — | | | (512 | ) | | — | | | (512 | ) | | | | |
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Capital expenditures and capitalized software development costs | — | | | (69 | ) | | (18 | ) | | — | | | (87 | ) | | | | |
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Net cash used in investing activities | — | | | (21 | ) | | (532 | ) | | (62 | ) | | (615 | ) | | | | |
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Cash flows from financing activities: | | | | | | | | | | | | | |
Proceeds from debt facilities | — | | | 1,301 | | | — | | | — | | | 1,301 | | | | | |
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Repayments of debt facilities and issuance costs for debt facilities | — | | | (1,008 | ) | | — | | | — | | | (1,008 | ) | | | | |
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Repurchases of common stock | (175 | ) | | — | | | — | | | — | | | (175 | ) | | | | |
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Repayment of loans from parent | — | | | — | | | (62 | ) | | 62 | | | — | | | | | |
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Intercompany dividends | — | | | — | | | (136 | ) | | 136 | | | — | | | | | |
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Other financing activities | (6 | ) | | 3 | | | (10 | ) | | — | | | (13 | ) | | | | |
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Net cash provided by (used in) financing activities | (181 | ) | | 296 | | | (208 | ) | | 198 | | | 105 | | | | | |
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Effect of exchange rates on cash and cash equivalents | — | | | — | | | (2 | ) | | — | | | (2 | ) | | | | |
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Net increase in cash and cash equivalents | — | | | 71 | | | 130 | | | — | | | 201 | | | | | |
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Cash and cash equivalents, beginning of year | — | | | 164 | | | 458 | | | — | | | 622 | | | | | |
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Cash and cash equivalents, end of year | $ | — | | | $ | 235 | | | $ | 588 | | | $ | — | | | $ | 823 | | | | | |
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