Condensed Consolidating Financial Statements | Condensed Consolidating Financial Statements 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 entities’ existing indebtedness. NYSE Holdings is our wholly-owned subsidiary and fully and unconditionally guarantees, on an unsecured and unsubordinated basis, the payment of principal, premium, if any, and interest of our Amended Credit Facility, Commercial Paper Program and 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 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. As discussed in Note 1, we were formed on March 6, 2013 for purposes of effecting the acquisition of NYSE. Therefore, the condensed consolidating statements for periods prior thereto reflect how these statements would have been presented had we been established for all periods presented. The condensed consolidating financial statements only include activity related to NYSE for the period subsequent to November 13, 2013, the closing date of the NYSE acquisition, for the condensed consolidating statements of income, comprehensive income and cash flows. 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 December 31, 2015 (in millions) ICE (Parent) Subsidiary Subsidiary Consolidating Adjustments Consolidated Total Current assets: Cash and cash equivalents $ 1 $ — $ 626 $ — $ 627 Intercompany receivable 3,176 — — (3,176 ) — Margin deposits and guaranty funds — — 51,169 — 51,169 Notes receivable from affiliate, current — 705 77 (782 ) — Other current assets 5 — 1,512 — 1,517 Total current assets 3,182 705 53,384 (3,958 ) 53,313 Property and equipment, net — — 1,037 — 1,037 Other non-current assets: Goodwill and other intangible assets, net — — 22,837 — 22,837 Investment in subsidiaries 21,120 9,840 — (30,960 ) — Notes receivable from affiliate, non-current — 3,128 3,370 (6,498 ) — Other non-current assets 20 10 770 — 800 Total other non-current assets 21,140 12,978 26,977 (37,458 ) 23,637 Total assets $ 24,322 $ 13,683 $ 81,398 $ (41,416 ) $ 77,987 Current liabilities: Short-term debt $ 2,591 $ — $ — $ — $ 2,591 Margin deposits and guaranty funds — — 51,169 — 51,169 Intercompany payable — 1,784 1,392 (3,176 ) — Notes payable to affiliates, current 358 — 424 (782 ) — Other current liabilities 36 — 947 — 983 Total current liabilities 2,985 1,784 53,932 (3,958 ) 54,743 Non-current liabilities: Long-term debt 3,865 852 — — 4,717 Notes payable to affiliates, non-current 2,629 741 3,128 (6,498 ) — Other non-current liabilities 35 — 3,617 — 3,652 Total non-current liabilities 6,529 1,593 6,745 (6,498 ) 8,369 Total liabilities 9,514 3,377 60,677 (10,456 ) 63,112 Redeemable non-controlling interest — — 35 — 35 Equity: Total shareholders' equity 14,808 10,306 20,654 (30,960 ) 14,808 Non-controlling interest in consolidated subsidiaries — — 32 — 32 Total equity 14,808 10,306 20,686 (30,960 ) 14,840 Total liabilities and equity $ 24,322 $ 13,683 $ 81,398 $ (41,416 ) $ 77,987 Intercontinental Exchange, Inc. Condensed Consolidating Balance Sheets As of December 31, 2014 (in millions) ICE (Parent) Subsidiary Subsidiary Consolidating Adjustments Consolidated Total Current assets: Cash and cash equivalents $ 6 $ 5 $ 641 $ — $ 652 Intercompany receivable 2,793 — 529 (3,322 ) — Margin deposits and guaranty funds — — 47,458 — 47,458 Notes receivable from affiliate, current — 313 31 (344 ) — Other current assets 60 1,173 949 (60 ) 2,122 Total current assets 2,859 1,491 49,608 (3,726 ) 50,232 Property and equipment, net — — 874 — 874 Other non-current assets: Goodwill and other intangible assets, net — — 16,315 — 16,315 Investment in subsidiaries 13,682 9,572 — (23,254 ) — Notes receivable from affiliate, non-current — 2,790 1,516 (4,306 ) — Other non-current assets 13 11 809 — 833 Total other non-current assets 13,695 12,373 18,640 (27,560 ) 17,148 Total assets $ 16,554 $ 13,864 $ 69,122 $ (31,286 ) $ 68,254 Current liabilities: Short-term debt $ 905 $ 1,137 $ — $ — $ 2,042 Margin deposits and guaranty funds — — 47,458 — 47,458 Intercompany payable — 1,933 1,389 (3,322 ) — Notes payable to affiliates, current 344 — — (344 ) — Other current liabilities 30 — 966 (60 ) 936 Total current liabilities 1,279 3,070 49,813 (3,726 ) 50,436 Non-current liabilities: Long-term debt 1,382 853 — — 2,235 Notes payable to affiliates, non-current 1,516 — 2,790 (4,306 ) — Other non-current liabilities 17 — 3,009 — 3,026 Total non-current liabilities 2,915 853 5,799 (4,306 ) 5,261 Total liabilities 4,194 3,923 55,612 (8,032 ) 55,697 Redeemable non-controlling interest — — 165 — 165 Equity: Total shareholders' equity 12,360 9,941 13,313 (23,254 ) 12,360 Non-controlling interest in consolidated subsidiaries — — 32 — 32 Total equity 12,360 9,941 13,345 (23,254 ) 12,392 Total liabilities and equity $ 16,554 $ 13,864 $ 69,122 $ (31,286 ) $ 68,254 Intercontinental Exchange, Inc. Condensed Consolidating Statements of Income Year Ended December 31, 2015 (in millions) ICE (Parent) Subsidiary Subsidiary Consolidating Adjustments Consolidated Total Revenues: Transaction and clearing fees, net $ — $ — $ 3,228 $ — $ 3,228 Data services fees — — 871 — 871 Listing fees and other revenues — — 583 — 583 Total revenues — — 4,682 — 4,682 Transaction-based expenses — — 1,344 — 1,344 Total revenues, less transaction-based expenses — — 3,338 — 3,338 Operating expenses: Compensation and benefits 1 — 610 — 611 Technology and communication — — 203 — 203 Acquisition-related transaction and integration costs 12 — 76 — 88 Selling, general, administrative and other 1 — 311 — 312 Depreciation and amortization — — 374 — 374 Total operating expenses 14 — 1,574 — 1,588 Operating income (loss) (14 ) — 1,764 — 1,750 Total other expense, net (44 ) (23 ) (30 ) — (97 ) Income (loss) from continuing operations before income taxes (58 ) (23 ) 1,734 — 1,653 Income tax expense (benefit) — — 358 — 358 Equity earnings from subsidiaries 1,332 417 — (1,749 ) — Net income $ 1,274 $ 394 $ 1,376 $ (1,749 ) $ 1,295 Net income attributable to non-controlling interest — — (21 ) — (21 ) Net income attributable to ICE $ 1,274 $ 394 $ 1,355 $ (1,749 ) 1,274 Intercontinental Exchange, Inc. Condensed Consolidating Statements of Comprehensive Income Year Ended December 31, 2015 (in millions) ICE (Parent) Subsidiary Subsidiary Consolidating Adjustments Consolidated Total Net income $ 1,274 $ 394 $ 1,376 $ (1,749 ) $ 1,295 Other comprehensive income (loss): Foreign currency translation adjustments — — (58 ) — (58 ) Change in fair value of available-for-sale securities — — (81 ) — (81 ) Comprehensive income from equity method investment — — 2 — 2 Employee benefit plan adjustments — — (5 ) — (5 ) Total other comprehensive loss — — (142 ) — (142 ) Comprehensive loss of subsidiaries (142 ) (18 ) — 160 — Comprehensive income 1,132 376 1,234 (1,589 ) 1,153 Comprehensive income attributable to non-controlling interests — — (21 ) — (21 ) Comprehensive income attributable to ICE $ 1,132 $ 376 $ 1,213 $ (1,589 ) $ 1,132 Intercontinental Exchange, Inc. Condensed Consolidating Statements of Income Year Ended December 31, 2014 (in millions) ICE (Parent) Subsidiary Subsidiary Consolidating Adjustments Consolidated Total Revenues: Transaction and clearing fees, net $ — $ — $ 3,144 $ — $ 3,144 Data services fees — — 691 — 691 Listing fees and other revenues — — 517 — 517 Total revenues — — 4,352 — 4,352 Transaction-based expenses — — 1,260 — 1,260 Total revenues, less transaction-based expenses — — 3,092 — 3,092 Operating expenses: Compensation and benefits 1 — 591 — 592 Technology and communication — — 188 — 188 Acquisition-related transaction and integration costs — 12 117 — 129 Selling, general, administrative and other 1 — 401 — 402 Depreciation and amortization — — 333 — 333 Total operating expenses 2 12 1,630 — 1,644 Operating income (loss) (2 ) (12 ) 1,462 — 1,448 Total other income (expense), net (17 ) (45 ) 21 — (41 ) Income (loss) from continuing operations before income taxes (19 ) (57 ) 1,483 — 1,407 Income tax expense (benefit) (2 ) — 404 — 402 Equity earnings from subsidiaries 998 535 — (1,533 ) — Income (loss) from continuing operations 981 478 1,079 (1,533 ) 1,005 Income from discontinued operations, net of tax — — 11 — 11 Net income $ 981 $ 478 $ 1,090 $ (1,533 ) $ 1,016 Net income attributable to non-controlling interest — — (35 ) — (35 ) Net income attributable to ICE $ 981 $ 478 $ 1,055 $ (1,533 ) $ 981 Intercontinental Exchange, Inc. Condensed Consolidating Statements of Comprehensive Income Year Ended December 31, 2014 (in millions) ICE (Parent) Subsidiary Subsidiary Consolidating Adjustments Consolidated Total Net income $ 981 $ 478 $ 1,090 $ (1,533 ) $ 1,016 Other comprehensive income (loss): Foreign currency translation adjustments — 1 (131 ) — (130 ) Change in fair value of net investment hedge — — 21 — 21 Change in fair value of available-for-sale securities — — 55 — 55 Employee benefit plan adjustments — — (117 ) — (117 ) Total other comprehensive income (loss) — 1 (172 ) — (171 ) Comprehensive income of subsidiaries 1,362 185 — (1,547 ) — Comprehensive income 2,343 664 918 (3,080 ) 845 Comprehensive income attributable to non-controlling interests — — (35 ) — (35 ) Comprehensive income attributable to ICE $ 2,343 $ 664 $ 883 $ (3,080 ) $ 810 Intercontinental Exchange, Inc. Condensed Consolidating Statements of Income Year Ended December 31, 2013 (in millions) ICE (Parent) Subsidiary Subsidiary Consolidating Adjustments Consolidated Total Revenues: Transaction and clearing fees, net $ — $ — $ 1,393 $ — $ 1,393 Data services fees — — 246 — 246 Listing fees and other revenues — — 91 — 91 Total revenues — — 1,730 — 1,730 Transaction-based expenses — — 132 — 132 Total revenues, less transaction-based expenses — — 1,598 — 1,598 Operating expenses: Compensation and benefits — — 302 — 302 Technology and communication — — 63 — 63 Acquisition-related transaction and integration costs — — 143 — 143 Selling, general, administrative and other — — 144 — 144 Depreciation and amortization — — 156 — 156 Total operating expenses — — 808 — 808 Operating income — — 790 — 790 Total other expense, net (11 ) (3 ) (272 ) — (286 ) Income (loss) from continuing operations before income taxes (11 ) (3 ) 518 — 504 Income tax expense (benefit) (4 ) — 188 — 184 Equity earnings from subsidiaries 261 (17 ) — (244 ) — Income (loss) from continuing operations 254 (20 ) 330 (244 ) 320 Loss from discontinued operations, net of tax — — (50 ) — (50 ) Net income (loss) $ 254 $ (20 ) $ 280 $ (244 ) $ 270 Net income attributable to non-controlling interest — — (16 ) — (16 ) Net income (loss) attributable to ICE $ 254 $ (20 ) $ 264 $ (244 ) $ 254 Intercontinental Exchange, Inc. Condensed Consolidating Statements of Comprehensive Income Year Ended December 31, 2013 (in millions) ICE (Parent) Subsidiary Subsidiary Consolidating Adjustments Consolidated Total Net income (loss) $ 254 $ (20 ) $ 280 $ (244 ) $ 270 Other comprehensive income (loss): Foreign currency translation adjustments — — 70 — 70 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 Total other comprehensive income (loss) — (19 ) 196 — 177 Comprehensive income of subsidiaries 411 310 — (721 ) — Comprehensive income 665 271 476 (965 ) 447 Comprehensive income attributable to non-controlling interests — — (16 ) — (16 ) Comprehensive income attributable to ICE $ 665 $ 271 $ 460 $ (965 ) $ 431 Intercontinental Exchange, Inc. Condensed Consolidating Statements of Cash Flows Year Ended December 31, 2015 (in millions) ICE (Parent) Subsidiary Subsidiary Non-Guarantors Consolidating Adjustments Consolidated Total Net cash provided by operating activities from continuing operations $ (162 ) $ 77 $ 1,518 $ (122 ) $ 1,311 Investing activities: Increase in restricted cash 5 — (299 ) — (294 ) Cash paid for acquisitions, net of cash acquired (3,751 ) — — — (3,751 ) Loans to subsidiaries (383 ) (730 ) (1,371 ) 2,484 — Additional capital contribution to equity method investee — — (60 ) — (60 ) Proceeds from term deposits, net — 1,084 — — 1,084 Capital expenditures and capitalized software development costs — — (277 ) — (277 ) Net cash used in investing activities from continuing operations (4,129 ) 354 (2,007 ) 2,484 (3,298 ) Financing activities: Proceeds from debt facilities and commercial paper, net 4,158 — — — 4,158 Repayments of debt facilities — (1,028 ) — — (1,028 ) Intercompany borrowing 1,127 592 765 (2,484 ) — Dividends to shareholders (331 ) — — — (331 ) Intercompany dividends — — (122 ) 122 — Purchase of subsidiary shares from non-controlling interest — — (128 ) — (128 ) Repurchases of common stock (660 ) — — — (660 ) Other financing activities (8 ) — (27 ) — (35 ) Net cash provided by financing activities from continuing operations 4,286 (436 ) 488 (2,362 ) 1,976 Effect of exchange rates on cash and cash equivalents — — (14 ) — (14 ) Net decrease in cash and cash equivalents (5 ) (5 ) (15 ) — (25 ) Cash and cash equivalents, beginning of year 6 5 641 — 652 Cash and cash equivalents, end of year $ 1 $ — $ 626 $ — $ 627 Intercontinental Exchange, Inc. Condensed Consolidating Statements of Cash Flows Year Ended December 31, 2014 (in millions) ICE (Parent) Subsidiary Subsidiary Non-Guarantors Consolidating Adjustments Consolidated Total Net cash provided by operating activities from continuing operations $ (350 ) $ 4,651 $ (2,399 ) $ (439 ) $ 1,463 Investing activities: Increase in restricted cash — — (161 ) — (161 ) Cash paid for acquisitions, net of cash acquired — — (577 ) — (577 ) Loans to subsidiaries — (3,103 ) (950 ) 4,053 — Proceeds from IPO and sale of Euronext and sale of NYSE Technologies — — 2,274 — 2,274 Purchases of term deposits, net — (1,304 ) 54 — (1,250 ) Capital expenditures and capitalized software development costs — — (250 ) — (250 ) Net cash used in investing activities from continuing operations — (4,407 ) 390 4,053 36 Financing activities: Repayments of debt facilities and commercial paper, net (174 ) — (378 ) — (552 ) Intercompany borrowing 1,502 (239 ) 2,790 (4,053 ) — Dividends to shareholders (299 ) — — — (299 ) Intercompany dividends — — (439 ) 439 — Purchase of subsidiary shares from non-controlling interest — — (129 ) — (129 ) Repurchases of common stock (645 ) — — — (645 ) Other financing activities (30 ) — (18 ) — (48 ) Net cash used in financing activities from continuing operations 354 (239 ) 1,826 (3,614 ) (1,673 ) Cash and cash equivalents from discontinued operations — — (114 ) — (114 ) Effect of exchange rates on cash and cash equivalents — — (21 ) — (21 ) Net increase (decrease) in cash and cash equivalents 4 5 (318 ) — (309 ) Cash and cash equivalents, beginning of year 2 — 959 — 961 Cash and cash equivalents, end of year $ 6 $ 5 $ 641 $ — $ 652 Intercontinental Exchange, Inc. Condensed Consolidating Statements of Cash Flows Year Ended December 31, 2013 (in millions) ICE (Parent) Subsidiary Subsidiary Non-Guarantors Consolidating Adjustments Consolidated Total Net cash provided by operating activities from continuing operations $ 65 $ 111 $ 820 $ (282 ) $ 714 Investing activities: Increase in restricted cash — — (75 ) — (75 ) Cash paid for acquisitions, net of cash acquired (2,742 ) — 501 — (2,241 ) Loans to subsidiaries — — (597 ) 597 — Purchases of available for sale investments, net — — (26 ) — (26 ) Capital expenditures and capitalized software development costs — — (179 ) — (179 ) Net cash used in investing activities from continuing operations (2,742 ) — (376 ) 597 (2,521 ) Financing activities: Proceeds from debt facilities and commercial paper, net 2,473 — 1,360 — 3,833 Repayments of debt facilities (13 ) (350 ) (2,101 ) — (2,464 ) Intercompany borrowing 358 239 — (597 ) — Dividends to shareholders (75 ) — — — (75 ) Intercompany dividends — — (282 ) 282 — Purchase of subsidiary shares from non-recurring interest — — (40 ) — (40 ) Other financing activities (64 ) — (71 ) — (135 ) Net cash provided by financing activities from continuing operations 2,679 (111 ) (1,134 ) (315 ) 1,119 Cash and cash equivalents from discontinued operations — — 19 — 19 Effect of exchange rates on cash and cash equivalents — — 18 — 18 Net increase (decrease) in cash and cash equivalents 2 — (653 ) — (651 ) Cash and cash equivalents, beginning of year — — 1,612 — 1,612 Cash and cash equivalents, end of year $ 2 $ — $ 959 $ — $ 961 |