Condensed Consolidating Financial Statements | 3 Months Ended |
Mar. 31, 2014 |
Consolidating Financial Statements [Abstract] | ' |
Condensed Consolidating Financial Statements | ' |
Condensed Consolidating Financial Statements |
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In connection with the Company's acquisition of NYSE Euronext in November 2013, ICE Group, IntercontinentalExchange, Inc. and NYSE Euronext established various guarantees to protect against structural subordination of each entities’ existing indebtedness. Each of IntercontinentalExchange, Inc. and NYSE Euronext are wholly owned subsidiaries of ICE Group, and each 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 and, following its establishment, the Commercial Paper Program. Similarly, ICE Group and IntercontinentalExchange, Inc. each 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 each fully and unconditionally guaranteed, on an unsecured and unsubordinated basis, the payment of principal, premium, if any, and interest of the 2011 Credit Facilities and the 364 Day Facility. All of the guarantees are joint and several with all other guarantees and indebtedness. ICE Group’s guarantees, as a standalone entity, will remain in place until each applicable debt obligation has been satisfied. |
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As discussed in Note 6, the Company entered into the 2014 Credit Facility and terminated the 2011 Credit Facilities and the 364 Day Facility on April 3, 2014. Upon the termination of the 2011 Credit Facilities and the 364 Day Facility, IntercontinentalExchange, Inc.'s guarantees were no longer required and therefore IntercontinentalExchange, Inc.'s guarantees were automatically released in accordance with their terms on April 3, 2014. In connection with the Company's entry into the 2014 Credit Facility, NYSE Euronext agreed to guarantee the 2014 Credit Facility as a subsidiary guarantor. |
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For as long as NYSE Euronext remains a guarantor of the 2014 Credit Facility, it will remain a guarantor of the Senior Notes and the Commercial Paper Program. The Company expects that NYSE Euronext’s guarantee of the 2014 Credit Facility, the Senior Notes and the Commercial Paper Program will be released when the NYSE Euronext Notes have been repaid, as the 2014 Credit Facility provides that NYSE Euronext’s guarantee will be released in accordance with their terms if certain conditions are satisfied, including compliance with the covenant limiting the amount of indebtedness of non-obligor subsidiaries and an investment-grade credit rating. |
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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; (ii) IntercontinentalExchange, Inc.; (iii) NYSE Euronext; (iv) the subsidiary non-guarantors; (v) elimination entries necessary to consolidate each of ICE Group, IntercontinentalExchange, Inc. and NYSE Euronext 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 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 subsequent to November 13, 2013, the closing date of the acquisition, for the condensed consolidating statements of income, comprehensive income and cash flows, and as of March 31, 2014 and 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 March 31, 2014 |
(in millions) |
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| ICE Group. | | Subsidiary Guarantor - Intercontinental-Exchange, Inc. | | Subsidiary | | Subsidiary | | Consolidating | | Consolidated |
(Parent) | Guarantor - NYSE Euronext | Non-Guarantors | Adjustments | Total |
Current assets: | | | | | | | | | | | |
Cash and cash equivalents | $ | 7 | | | $ | 11 | | | $ | — | | | $ | 946 | | | $ | — | | | $ | 964 | |
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Intercompany receivable | 1,379 | | | — | | | 2,261 | | | — | | | (3,640 | ) | | — | |
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Margin deposits and guaranty funds | — | | | — | | | — | | | 42,826 | | | — | | | 42,826 | |
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Notes receivable from affiliate, current | — | | | 499 | | | 257 | | | 87 | | | (843 | ) | | — | |
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Other current assets | 11 | | | 31 | | | — | | | 1,422 | | | — | | | 1,464 | |
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Total current assets | 1,397 | | | 541 | | | 2,518 | | | 45,281 | | | (4,483 | ) | | 45,254 | |
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Property and equipment, net | — | | | 173 | | | — | | | 725 | | | — | | | 898 | |
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Other non-current assets: | | | | | | | | | | | |
Goodwill and other intangible assets, net | — | | | — | | | — | | | 18,892 | | | — | | | 18,892 | |
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Investment in subsidiaries | 14,395 | | | 3,763 | | | 11,527 | | | — | | | (29,685 | ) | | — | |
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Notes receivable from affiliate, non-current | — | | | — | | | — | | | — | | | — | | | — | |
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Other non-current assets | 11 | | | 17 | | | 17 | | | 832 | | | — | | | 877 | |
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Total other non-current assets | 14,406 | | | 3,780 | | | 11,544 | | | 19,724 | | | (29,685 | ) | | 19,769 | |
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Total assets | $ | 15,803 | | | $ | 4,494 | | | $ | 14,062 | | | $ | 65,730 | | | $ | (34,168 | ) | | $ | 65,921 | |
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Current liabilities: | | | | | | | | | | | |
Short-term debt | $ | 930 | | | $ | 367 | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,297 | |
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Margin deposits and guaranty funds | — | | | — | | | — | | | 42,826 | | | — | | | 42,826 | |
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Intercompany payable | — | | | 1,234 | | | — | | | 2,406 | | | (3,640 | ) | | — | |
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Notes payable to affiliates, current | 538 | | | 33 | | | 269 | | | 3 | | | (843 | ) | | — | |
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Other current liabilities | 26 | | | 35 | | | — | | | 1,219 | | | — | | | 1,280 | |
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Total current liabilities | 1,494 | | | 1,669 | | | 269 | | | 46,454 | | | (4,483 | ) | | 45,403 | |
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Non-current liabilities: | | | | | | | | | | | |
Long-term debt | 1,394 | | | — | | | 2,190 | | | — | | | — | | | 3,584 | |
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Notes payable to affiliates, non-current | — | | | — | | | — | | | — | | | — | | | — | |
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Other non-current liabilities | — | | | 33 | | | — | | | 3,665 | | | — | | | 3,698 | |
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Total non-current liabilities | 1,394 | | | 33 | | | 2,190 | | | 3,665 | | | — | | | 7,282 | |
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Total liabilities | 2,888 | | | 1,702 | | | 2,459 | | | 50,119 | | | (4,483 | ) | | 52,685 | |
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Redeemable non-controlling interest | — | | | — | | | — | | | 290 | | | — | | | 290 | |
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Equity: | | | | | | | | | | | |
Retained earnings | 2,702 | | | 63 | | | 210 | | | 289 | | | (560 | ) | | 2,704 | |
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Equity from parent | — | | | 2,591 | | | 11,069 | | | 14,550 | | | (28,210 | ) | | — | |
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Other shareholders' equity | 10,213 | | | 138 | | | 324 | | | 451 | | | (915 | ) | | 10,211 | |
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Total shareholders' equity | 12,915 | | | 2,792 | | | 11,603 | | | 15,290 | | | (29,685 | ) | | 12,915 | |
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Non-controlling interest in consolidated subsidiaries | — | | | — | | | — | | | 31 | | | — | | | 31 | |
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Total equity | 12,915 | | | 2,792 | | | 11,603 | | | 15,321 | | | (29,685 | ) | | 12,946 | |
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Total liabilities and equity | $ | 15,803 | | | $ | 4,494 | | | $ | 14,062 | | | $ | 65,730 | | | $ | (34,168 | ) | | $ | 65,921 | |
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IntercontinentalExchange Group, Inc. |
Condensed Consolidating Balance Sheets |
As of December 31, 2013 |
(in millions) |
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| ICE Group | | Subsidiary Guarantor - Intercontinental-Exchange, Inc. | | Subsidiary | | Subsidiary | | Consolidating | | Consolidated |
(Parent) | Guarantor - NYSE Euronext | Non-Guarantors | Adjustments | Total |
Current assets: | | | | | | | | | | | |
Cash and cash equivalents | $ | 2 | | | $ | 10 | | | $ | — | | | $ | 949 | | | $ | — | | | $ | 961 | |
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Intercompany receivable | 1,395 | | | — | | | 2,398 | | | — | | | (3,793 | ) | | — | |
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Margin deposits and guaranty funds | — | | | — | | | — | | | 42,216 | | | — | | | 42,216 | |
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Note receivable from affiliate, current | — | | | 3 | | | — | | | 25 | | | (28 | ) | | — | |
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Other current assets | 4 | | | 27 | | | 1 | | | 1,050 | | | — | | | 1,082 | |
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Total current assets | 1,401 | | | 40 | | | 2,399 | | | 44,240 | | | (3,821 | ) | | 44,259 | |
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Property and equipment, net | — | | | 167 | | | — | | | 724 | | | — | | | 891 | |
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Other non-current assets: | | | | | | | | | | | |
Goodwill and other intangible assets, net | — | | | — | | | — | | | 18,905 | | | — | | | 18,905 | |
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Investment in subsidiaries | 14,019 | | | 3,637 | | | 11,383 | | | — | | | (29,039 | ) | | — | |
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Note receivable from affiliate, non-current | — | | | 517 | | | — | | | 80 | | | (597 | ) | | — | |
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Other non-current assets | 14 | | | 17 | | | 11 | | | 728 | | | (7 | ) | | 763 | |
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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: | | | | | | | | | | | |
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 | ) | | — | |
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Notes payable to affiliates, current | — | | | 25 | | | — | | | 3 | | | (28 | ) | | — | |
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Other current liabilities | 20 | | | 41 | | | — | | | 930 | | | — | | | 991 | |
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Total current liabilities | 1,100 | | | 1,350 | | | — | | | 45,713 | | | (3,821 | ) | | 44,342 | |
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Non-current liabilities: | | | | | | | | | | | |
Long-term debt | 1,393 | | | 324 | | | 2,206 | | | — | | | — | | | 3,923 | |
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Notes payable to affiliates, non-current | 358 | | | — | | | 239 | | | — | | | (597 | ) | | — | |
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Other non-current liabilities | — | | | 33 | | | — | | | 3,590 | | | (7 | ) | | 3,616 | |
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Total non-current liabilities | 1,751 | | | 357 | | | 2,445 | | | 3,590 | | | (604 | ) | | 7,539 | |
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Total liabilities | 2,851 | | | 1,707 | | | 2,445 | | | 49,303 | | | (4,425 | ) | | 51,881 | |
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Redeemable non-controlling interest | — | | | — | | | — | | | 322 | | | — | | | 322 | |
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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 | ) | | — | |
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Other shareholders' equity | 10,101 | | | 80 | | | 279 | | | 375 | | | (734 | ) | | 10,101 | |
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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 Statements of Income |
Three Months Ended March 31, 2014 |
(in millions) |
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| ICE Group | | Subsidiary Guarantor - Intercontinental-Exchange, Inc. | | Subsidiary | | Subsidiary | | Consolidating | | Consolidated |
(Parent) | Guarantor - NYSE Euronext | Non-Guarantors | Adjustments | Total |
Revenues: | | | | | | | | | | | |
Transaction and clearing fees, net | $ | — | | | $ | 5 | | | $ | — | | | $ | 835 | | | $ | — | | | $ | 840 | |
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Market data fees | — | | | — | | | — | | | 133 | | | — | | | 133 | |
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Listing fees and other revenues | — | | | 3 | | | — | | | 222 | | | — | | | 225 | |
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Intercompany revenues | — | | | 64 | | | — | | | 2 | | | (66 | ) | | — | |
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Total revenues | — | | | 72 | | | — | | | 1,192 | | | (66 | ) | | 1,198 | |
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Transaction-based expenses | — | | | — | | | — | | | 266 | | | — | | | 266 | |
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Total revenues, less transaction-based expenses | — | | | 72 | | | — | | | 926 | | | (66 | ) | | 932 | |
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Operating expenses: | | | | | | | | | | | |
Compensation and benefits | — | | | 30 | | | — | | | 169 | | | — | | | 199 | |
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Technology and communication | — | | | 9 | | | — | | | 39 | | | — | | | 48 | |
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Acquisition-related transaction and integration costs | — | | | 14 | | | 2 | | | 45 | | | — | | | 61 | |
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Selling, general, administrative and other | — | | | 12 | | | — | | | 115 | | | — | | | 127 | |
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Depreciation and amortization | — | | | 14 | | | — | | | 74 | | | — | | | 88 | |
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Intercompany expenses | — | | | 2 | | | — | | | 64 | | | (66 | ) | | — | |
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Total operating expenses | — | | | 81 | | | 2 | | | 506 | | | (66 | ) | | 523 | |
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Operating income (loss) | — | | | (9 | ) | | (2 | ) | | 420 | | | — | | | 409 | |
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Total other expense, net | (14 | ) | | (5 | ) | | (6 | ) | | (4 | ) | | — | | | (29 | ) |
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Income (loss) from continuing operations before income taxes | (14 | ) | | (14 | ) | | (8 | ) | | 416 | | | — | | | 380 | |
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Income tax expense (benefit) | (5 | ) | | (4 | ) | | — | | | 116 | | | — | | | 107 | |
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Equity earnings from subsidiaries | 271 | | | 71 | | | 218 | | | — | | | (560 | ) | | — | |
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Income from continuing operations | 262 | | | 61 | | | 210 | | | 300 | | | (560 | ) | | 273 | |
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Income from discontinued operations, net of tax | — | | | — | | | — | | | 2 | | | — | | | 2 | |
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Net income | $ | 262 | | | $ | 61 | | | $ | 210 | | | $ | 302 | | | $ | (560 | ) | | $ | 275 | |
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Net income attributable to non-controlling interest | — | | | — | | | — | | | (13 | ) | | — | | | (13 | ) |
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Net income attributable to ICE Group | $ | 262 | | | $ | 61 | | | $ | 210 | | | $ | 289 | | | $ | (560 | ) | | $ | 262 | |
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IntercontinentalExchange Group, Inc. |
Condensed Consolidating Statements of Comprehensive Income |
Three Months Ended March 31, 2014 |
(in millions) |
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| ICE Group | | Subsidiary Guarantor - Intercontinental-Exchange, Inc. | | Subsidiary | | Subsidiary | | Consolidating | | Consolidated |
(Parent) | Guarantor - NYSE Euronext | Non-Guarantors | Adjustments | Total |
Net income | $ | 262 | | | $ | 61 | | | $ | 210 | | | $ | 302 | | | $ | (560 | ) | | $ | 275 | |
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Other comprehensive income: | | | | | | | | | | | |
Foreign currency translation adjustments | — | | | — | | | 1 | | | 44 | | | — | | | 45 | |
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Change in fair value of available-for-sale-securities | — | | | — | | | — | | | 60 | | | — | | | 60 | |
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Total other comprehensive income | — | | | — | | | 1 | | | 104 | | | — | | | 105 | |
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Comprehensive income of subsidiaries | 105 | | | 62 | | | 42 | | | — | | | (209 | ) | | — | |
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Comprehensive income | 367 | | | 123 | | | 253 | | | 406 | | | (769 | ) | | 380 | |
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Comprehensive income attributable to non-controlling interests | — | | | — | | | — | | | (13 | ) | | — | | | (13 | ) |
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Comprehensive income attributable to ICE Group | $ | 367 | | | $ | 123 | | | $ | 253 | | | $ | 393 | | | $ | (769 | ) | | $ | 367 | |
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IntercontinentalExchange Group, Inc. |
Condensed Consolidating Statements of Income |
Three Months Ended March 31, 2013 |
(in millions) |
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| ICE Group | | Subsidiary Guarantor - Intercontinental-Exchange, Inc. | | Subsidiary | | Consolidating | | Consolidated | | | | |
(Parent) | Non-Guarantors | Adjustments | Total | | | | |
Revenues: | | | | | | | | | | | | | |
Transaction and clearing fees, net | $ | — | | | $ | 4 | | | $ | 296 | | | $ | — | | | $ | 300 | | | | | |
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Market data fees | — | | | — | | | 41 | | | — | | | 41 | | | | | |
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Other revenues | — | | | 3 | | | 8 | | | — | | | 11 | | | | | |
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Intercompany revenues | — | | | 50 | | | 2 | | | (52 | ) | | — | | | | | |
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Total revenues | — | | | 57 | | | 347 | | | (52 | ) | | 352 | | | | | |
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Operating expenses: | | | | | | | | | | | | | |
Compensation and benefits | — | | | 21 | | | 45 | | | — | | | 66 | | | | | |
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Technology and communication | — | | | 7 | | | 4 | | | — | | | 11 | | | | | |
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Acquisition-related transaction costs | — | | | 15 | | | 3 | | | — | | | 18 | | | | | |
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Selling, general, administrative and other | — | | | 7 | | | 18 | | | — | | | 25 | | | | | |
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Depreciation and amortization | — | | | 11 | | | 21 | | | — | | | 32 | | | | | |
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Intercompany expenses | — | | | 2 | | | 50 | | | (52 | ) | | — | | | | | |
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Total operating expenses | — | | | 63 | | | 141 | | | (52 | ) | | 152 | | | | | |
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Operating income | — | | | (6 | ) | | 206 | | | — | | | 200 | | | | | |
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Total other expense, net | — | | | (7 | ) | | (2 | ) | | — | | | (9 | ) | | | | |
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Income (loss) before income taxes | — | | | (13 | ) | | 204 | | | — | | | 191 | | | | | |
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Income tax expense (benefit) | — | | | (3 | ) | | 57 | | | — | | | 54 | | | | | |
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Equity earnings from subsidiaries | 135 | | | 145 | | | — | | | (280 | ) | | — | | | | | |
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Net income | $ | 135 | | | $ | 135 | | | $ | 147 | | | $ | (280 | ) | | $ | 137 | | | | | |
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Net income attributable to non-controlling interest | — | | | — | | | (2 | ) | | — | | | (2 | ) | | | | |
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Net income attributable to ICE Group | $ | 135 | | | $ | 135 | | | $ | 145 | | | $ | (280 | ) | | $ | 135 | | | | | |
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IntercontinentalExchange Group, Inc. |
Condensed Consolidating Statements of Comprehensive Income |
Three Months Ended March 31, 2013 |
(in millions) |
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| ICE Group | | Subsidiary Guarantor - Intercontinental-Exchange, Inc. | | Subsidiary | | Consolidating | | Consolidated | | | | |
(Parent) | Non-Guarantors | Adjustments | Total | | | | |
Net income | $ | 135 | | | $ | 135 | | | $ | 147 | | | $ | (280 | ) | | $ | 137 | | | | | |
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Other comprehensive loss: | | | | | | | | | | | | | |
Foreign currency translation adjustments | — | | | — | | | (42 | ) | | — | | | (42 | ) | | | | |
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Change in fair value of available-for-sale-securities | — | | | — | | | (16 | ) | | — | | | (16 | ) | | | | |
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Total other comprehensive loss | — | | | — | | | (58 | ) | | — | | | (58 | ) | | | | |
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Comprehensive loss of subsidiaries | (58 | ) | | (58 | ) | | — | | | 116 | | | — | | | | | |
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Comprehensive income | 77 | | | 77 | | | 89 | | | (164 | ) | | 79 | | | | | |
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Comprehensive income attributable to non-controlling interests | — | | | — | | | (2 | ) | | — | | | (2 | ) | | | | |
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Comprehensive income attributable to ICE Group | $ | 77 | | | $ | 77 | | | $ | 87 | | | $ | (164 | ) | | $ | 77 | | | | | |
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IntercontinentalExchange Group, Inc. |
Condensed Consolidating Statements of Cash Flows |
Three Months Ended March 31, 2014 |
(in millions) |
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| ICE Group | | Subsidiary Guarantor - Intercontinental-Exchange, Inc. | | Subsidiary | | Subsidiary | | Consolidating | | Consolidated |
(Parent) | Guarantor - NYSE Euronext | Non-Guarantors | Adjustments | Total |
Net cash provided by (used in) operating activities from continuing operations | $ | 88 | | | $ | (14 | ) | | $ | 227 | | | $ | 311 | | | $ | (93 | ) | | $ | 519 | |
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Investing activities: | | | | | | | | | | | |
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Increase in restricted cash | — | | | — | | | — | | | (60 | ) | | — | | | (60 | ) |
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Cash paid for acquisitions, net of cash acquired | — | | | — | | | — | | | (142 | ) | | — | | | (142 | ) |
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Loans to subsidiaries | — | | | 20 | | | (257 | ) | | 19 | | | 218 | | | — | |
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Capital expenditures, capitalized software development costs and other | — | | | (19 | ) | | — | | | (28 | ) | | — | | | (47 | ) |
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Net cash provided by (used in) investing activities from continuing operations | — | | | 1 | | | (257 | ) | | (211 | ) | | 218 | | | (249 | ) |
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Financing activities: | | | | | | | | | | | |
Repayments of debt facilities and issuance costs for debt facilities | (161 | ) | | — | | | — | | | — | | | — | | | (161 | ) |
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Intercompany borrowing | 188 | | | — | | | 30 | | | — | | | (218 | ) | | — | |
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Dividends to shareholders | (76 | ) | | — | | | — | | | — | | | — | | | (76 | ) |
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Intercompany dividends | — | | | — | | | — | | | (93 | ) | | 93 | | | — | |
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Other financing activities | (34 | ) | | 14 | | | — | | | (9 | ) | | — | | | (29 | ) |
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Net cash provided by (used in) financing activities from continuing operations | (83 | ) | | 14 | | | 30 | | | (102 | ) | | (125 | ) | | (266 | ) |
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Cash and cash equivalents from discontinued operations | — | | | — | | | — | | | — | | | — | | | — | |
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Effect of exchange rates on cash and cash equivalents | — | | | — | | | — | | | (1 | ) | | — | | | (1 | ) |
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Net increase (decrease) in cash and cash equivalents | 5 | | | 1 | | | — | | | (3 | ) | | — | | | 3 | |
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Cash and cash equivalents, beginning of period | 2 | | | 10 | | | — | | | 949 | | | — | | | 961 | |
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Cash and cash equivalents, end of period | $ | 7 | | | $ | 11 | | | $ | — | | | $ | 946 | | | $ | — | | | $ | 964 | |
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IntercontinentalExchange Group, Inc. |
Condensed Consolidating Statements of Cash Flows |
Three Months Ended March 31, 2013 |
(in millions) |
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| ICE Group | | Subsidiary Guarantor - Intercontinental-Exchange, Inc. | | Subsidiary | | Consolidating | | Consolidated | | | | |
(Parent) | Non-Guarantors | Adjustments | Total | | | | |
Net cash provided by operating activities | $ | 16 | | | $ | 20 | | | $ | 120 | | | $ | (6 | ) | | $ | 150 | | | | | |
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Cash flows from investing activities: | | | | | | | | | | | | | |
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Increase in restricted cash | — | | | — | | | (48 | ) | | — | | | (48 | ) | | | | |
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Cash paid for acquisitions, net of cash acquired | — | | | — | | | (44 | ) | | — | | | (44 | ) | | | | |
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Loans to subsidiaries | — | | | (3 | ) | | — | | | 3 | | | — | | | | | |
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Capital expenditures and capitalized software development costs | — | | | (19 | ) | | (5 | ) | | — | | | (24 | ) | | | | |
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Net cash used in investing activities | — | | | (22 | ) | | (97 | ) | | 3 | | | (116 | ) | | | | |
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Cash flows from financing activities: | | | | | | | | | | | | | |
Repayments of debt facilities | — | | | (22 | ) | | (200 | ) | | — | | | (222 | ) | | | | |
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Payments relating to treasury shares received for restricted stock tax payments and stock option exercises | (20 | ) | | — | | | — | | | — | | | (20 | ) | | | | |
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Intercompany borrowing | — | | | — | | | 3 | | | (3 | ) | | — | | | | | |
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Intercompany dividends | — | | | — | | | (6 | ) | | 6 | | | — | | | | | |
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Other financing activities | 4 | | | 1 | | | (15 | ) | | — | | | (10 | ) | | | | |
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Net cash used in financing activities | (16 | ) | | (21 | ) | | (218 | ) | | 3 | | | (252 | ) | | | | |
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Effect of exchange rates on cash and cash equivalents | — | | | — | | | (3 | ) | | — | | | (3 | ) | | | | |
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Net decrease in cash and cash equivalents | — | | | (23 | ) | | (198 | ) | | — | | | (221 | ) | | | | |
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Cash and cash equivalents, beginning of period | — | | | 1,004 | | | 608 | | | — | | | 1,612 | | | | | |
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Cash and cash equivalents, end of period | $ | — | | | $ | 981 | | | $ | 410 | | | $ | — | | | $ | 1,391 | | | | | |
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