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 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 the NYSE USD 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 December 31, 2016 (in millions) ICE (Parent) Subsidiary Subsidiary Consolidating Adjustments Consolidated Total Current assets: Cash and cash equivalents $ 1 $ — $ 406 $ — $ 407 Intercompany receivable 2,340 — — (2,340 ) — Margin deposits and guaranty funds — — 55,150 — 55,150 Notes receivable from affiliate, current — 281 23 (304 ) — Other current assets — — 1,576 — 1,576 Total current assets 2,341 281 57,155 (2,644 ) 57,133 Property and equipment, net — — 1,129 — 1,129 Other non-current assets: Goodwill and other intangible assets, net — — 22,711 — 22,711 Investment in subsidiaries 23,266 13,238 — (36,504 ) — Notes receivable from affiliate, non-current 620 5,958 6,373 (12,951 ) — Other non-current assets 100 11 919 — 1,030 Total other non-current assets 23,986 19,207 30,003 (49,455 ) 23,741 Total assets $ 26,327 $ 19,488 $ 88,287 $ (52,099 ) $ 82,003 Current liabilities: Short-term debt $ 1,642 $ 851 $ — $ — $ 2,493 Margin deposits and guaranty funds — — 55,150 — 55,150 Intercompany payable — 1,935 405 (2,340 ) — Notes payable to affiliates, current 281 23 — (304 ) — Other current liabilities 31 — 943 — 974 Total current liabilities 1,954 2,809 56,498 (2,644 ) 58,617 Non-current liabilities: Long-term debt 3,871 — — — 3,871 Notes payable to affiliates, non-current 4,781 1,592 6,578 (12,951 ) — Other non-current liabilities 4 — 3,721 — 3,725 Total non-current liabilities 8,656 1,592 10,299 (12,951 ) 7,596 Total liabilities 10,610 4,401 66,797 (15,595 ) 66,213 Redeemable non-controlling interest — — 36 — 36 Equity: Total shareholders' equity 15,717 15,087 21,417 (36,504 ) 15,717 Non-controlling interest in consolidated subsidiaries — — 37 — 37 Total equity 15,717 15,087 21,454 (36,504 ) 15,754 Total liabilities and equity $ 26,327 $ 19,488 $ 88,287 $ (52,099 ) $ 82,003 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 Statements of Income Year Ended December 31, 2016 (in millions) ICE (Parent) Subsidiary Subsidiary Consolidating Adjustments Consolidated Total Revenues: Transaction and clearing, net $ — $ — $ 3,384 $ — $ 3,384 Data services — — 1,978 — 1,978 Listings and other revenues — — 596 — 596 Revenues — — 5,958 — 5,958 Transaction-based expenses — — 1,459 — 1,459 Revenues, less transaction-based expenses — — 4,499 — 4,499 Operating expenses: Compensation and benefits 1 — 944 — 945 Acquisition-related transaction and integration costs — — 80 — 80 Technology and communication — — 374 — 374 Selling, general, administrative and other 1 — 322 — 323 Depreciation and amortization — — 610 — 610 Operating expenses 2 — 2,330 — 2,332 Operating income (loss) (2 ) — 2,169 — 2,167 Intercompany interest on loans (21 ) 49 (28 ) — — Other income (expense), net (145 ) (16 ) 23 — (138 ) Total other income (expense), net (166 ) 33 (5 ) — (138 ) Income (loss) before income taxes (168 ) 33 2,164 — 2,029 Income tax expense (benefit) — — 580 — 580 Equity earnings from subsidiaries 1,590 1,201 — (2,791 ) — Net income $ 1,422 $ 1,234 $ 1,584 $ (2,791 ) $ 1,449 Net income attributable to non-controlling interest — — (27 ) — (27 ) Net income attributable to ICE $ 1,422 $ 1,234 $ 1,557 $ (2,791 ) 1,422 Intercontinental Exchange, Inc. Condensed Consolidating Statements of Comprehensive Income Year Ended December 31, 2016 (in millions) ICE (Parent) Subsidiary Subsidiary Consolidating Adjustments Consolidated Total Net income $ 1,422 $ 1,234 $ 1,584 $ (2,791 ) $ 1,449 Other comprehensive income (loss): Foreign currency translation adjustments — — (300 ) — (300 ) Change in fair value of available-for-sale securities — — 134 — 134 Employee benefit plan adjustments — — 10 — 10 Total other comprehensive loss — — (156 ) — (156 ) Comprehensive loss of subsidiaries (156 ) (83 ) — 239 — Comprehensive income 1,266 1,151 1,428 (2,552 ) 1,293 Comprehensive income attributable to non-controlling interests — — (27 ) — (27 ) Comprehensive income attributable to ICE $ 1,266 $ 1,151 $ 1,401 $ (2,552 ) $ 1,266 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, net $ — $ — $ 3,228 $ — $ 3,228 Data services — — 871 — 871 Listings and other revenues — — 583 — 583 Revenues — — 4,682 — 4,682 Transaction-based expenses — — 1,344 — 1,344 Revenues, less transaction-based expenses — — 3,338 — 3,338 Operating expenses: Compensation and benefits 1 — 610 — 611 Acquisition-related transaction and integration costs 12 — 76 — 88 Technology and communication — — 203 — 203 Selling, general, administrative and other 1 — 311 — 312 Depreciation and amortization — — 374 — 374 Operating expenses 14 — 1,574 — 1,588 Operating income (loss) (14 ) — 1,764 — 1,750 Intercompany interest on loans (5 ) 36 (31 ) — — Other income (expense), net (39 ) (59 ) 1 — (97 ) Total other income (expense), net (44 ) (23 ) (30 ) — (97 ) Income (loss) before income taxes (58 ) (23 ) 1,734 — 1,653 Income tax expense — — 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 ) Comprehensive income from equity method investment — — 2 — 2 Change in fair value of available-for-sale securities — — (81 ) — (81 ) 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, net $ — $ — $ 3,144 $ — $ 3,144 Data services — — 691 — 691 Listings and other revenues — — 517 — 517 Revenues — — 4,352 — 4,352 Transaction-based expenses — — 1,260 — 1,260 Revenues, less transaction-based expenses — — 3,092 — 3,092 Operating expenses: Compensation and benefits 1 — 591 — 592 Acquisition-related transaction and integration costs — 12 117 — 129 Technology and communication — — 188 — 188 Selling, general, administrative and other 1 — 401 — 402 Depreciation and amortization — — 333 — 333 Operating expenses 2 12 1,630 — 1,644 Operating income (loss) (2 ) (12 ) 1,462 — 1,448 Intercompany interest on loans (2 ) 35 (33 ) — — Other income (expense), net (15 ) (80 ) 54 — (41 ) 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 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 (loss) $ 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 Cash Flows Year Ended December 31, 2016 (in millions) ICE (Parent) Subsidiary Subsidiary Non-Guarantors Consolidating Adjustments Consolidated Total Net cash provided by (used in) operating activities $ (850 ) $ 1,381 $ 3,312 $ (1,694 ) $ 2,149 Investing activities: Cash paid for acquisitions, net of cash acquired — — (425 ) — (425 ) Loans to subsidiaries 216 (2,406 ) (2,949 ) 5,139 — Capital expenditures and capitalized software development costs — — (365 ) — (365 ) Increase in restricted cash and investments — — (38 ) — (38 ) Other investing activities — — (70 ) — (70 ) Net cash provided by (used in) investing activities 216 (2,406 ) (3,847 ) 5,139 (898 ) Financing activities: Repayments of commercial paper, net (949 ) — — — (949 ) Intercompany borrowing 2,075 1,025 2,039 (5,139 ) — Dividends to shareholders (409 ) — — — (409 ) Intercompany dividends — — (1,694 ) 1,694 — Repurchases of common stock (50 ) — — — (50 ) Other financing activities (33 ) — (21 ) — (54 ) Net cash provided by (used in) financing activities 634 1,025 324 (3,445 ) (1,462 ) Effect of exchange rates on cash and cash equivalents — — (9 ) — (9 ) Net decrease in cash and cash equivalents — — (220 ) — (220 ) Cash and cash equivalents, beginning of year 1 — 626 — 627 Cash and cash equivalents, end of year $ 1 $ — $ 406 $ — $ 407 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 (used in) operating activities $ (162 ) $ 77 $ 1,518 $ (122 ) $ 1,311 Investing activities: Cash paid for acquisitions, net of cash acquired (3,751 ) — — — (3,751 ) Loans to subsidiaries (383 ) (730 ) (1,371 ) 2,484 — Proceeds from term deposits, net — 1,084 — — 1,084 Capital expenditures and capitalized software development costs — — (277 ) — (277 ) Increase in restricted cash and investments 5 — (299 ) — (294 ) Other investing activities — — (60 ) — (60 ) Net cash provided by (used in) investing activities (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 provided by (cash used) in financing activities 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: 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 ) Increase in restricted cash and investments — — (161 ) — (161 ) Net cash provided by 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-recurring interest — (129 ) (129 ) Repurchase 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 |