Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 01, 2017 | |
Document Information [Abstract] | ||
Entity Registrant name | INTERCONTINENTAL EXCHANGE, INC. | |
Entity Central Index Key | 1,571,949 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding (in shares) | 588,492,565 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 398 | $ 407 |
Short-term investments | 17 | 23 |
Short-term restricted cash and investments | 769 | 679 |
Customer accounts receivable, net of allowance for doubtful accounts of $8 and $7 at June 30, 2017 and December 31, 2016, respectively | 912 | 777 |
Margin deposits and guaranty funds | 53,585 | 55,150 |
Prepaid expenses and other current assets | 767 | 97 |
Total current assets | 56,448 | 57,133 |
Property and equipment, net | 1,161 | 1,129 |
Other non-current assets: | ||
Goodwill | 12,001 | 12,291 |
Other intangible assets, net | 10,103 | 10,420 |
Long-term restricted cash and investments | 264 | 264 |
Long-term investments | 0 | 432 |
Other non-current assets | 347 | 334 |
Total other non-current assets | 22,715 | 23,741 |
Total assets | 80,324 | 82,003 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 415 | 388 |
Section 31 fees payable | 181 | 131 |
Accrued salaries and benefits | 140 | 230 |
Deferred revenue | 338 | 114 |
Short-term debt | 2,023 | 2,493 |
Margin deposits and guaranty funds | 53,585 | 55,150 |
Other current liabilities | 137 | 111 |
Total current liabilities | 56,819 | 58,617 |
Non-current liabilities: | ||
Non-current deferred tax liability, net | 2,915 | 2,958 |
Long-term debt | 3,874 | 3,871 |
Accrued employee benefits | 407 | 430 |
Other non-current liabilities | 376 | 337 |
Total non-current liabilities | 7,572 | 7,596 |
Total liabilities | 64,391 | 66,213 |
Commitments and contingencies | ||
Redeemable non-controlling interest | 0 | 36 |
Intercontinental Exchange, Inc. shareholders’ equity: | ||
Preferred stock, $0.01 par value; 100 shares authorized; no shares issued or outstanding at June 30, 2017 and December 31, 2016 | 0 | 0 |
Common stock, $0.01 par value; 1,500 shares authorized; 599 and 596 shares issued at June 30, 2017 and December 31, 2016, respectively, and 589 and 595 shares outstanding at June 30, 2017 and December 31, 2016, respectively | 6 | 6 |
Treasury stock, at cost; 10 and 1 shares at June 30, 2017 and December 31, 2016, respectively | (590) | (40) |
Additional paid-in capital | 11,381 | 11,306 |
Retained earnings | 5,468 | 4,789 |
Accumulated other comprehensive loss | (367) | (344) |
Total Intercontinental Exchange, Inc. shareholders’ equity | 15,898 | 15,717 |
Non-controlling interest in consolidated subsidiaries | 35 | 37 |
Total equity | 15,933 | 15,754 |
Total liabilities and equity | $ 80,324 | $ 82,003 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for Doubtful Accounts Receivable, Current | $ 8 | $ 7 |
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred Stock, Shares Issued (in shares) | 0 | 0 |
Preferred Stock, Shares Outstanding (in shares) | 0 | 0 |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized (in shares) | 1,500,000,000 | 1,500,000,000 |
Common Stock, Shares, Issued (in shares) | 599,000,000 | 596,000,000 |
Common Stock, Shares, Outstanding (in shares) | 589,000,000 | 595,000,000 |
Treasury Stock, Shares (in shares) | 10,000,000 | 1,000,000 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenues: | ||||
Transaction and clearing, net | $ 817 | $ 860 | $ 1,615 | $ 1,789 |
Data services | 521 | 497 | 1,041 | 974 |
Listings | 107 | 105 | 213 | 208 |
Other revenues | 49 | 42 | 94 | 87 |
Total revenues | 1,494 | 1,504 | 2,963 | 3,058 |
Transaction-based expenses: | ||||
Section 31 fees | 92 | 98 | 183 | 196 |
Cash liquidity payments, routing and clearing | 224 | 277 | 438 | 579 |
Total revenues, less transaction-based expenses | 1,178 | 1,129 | 2,342 | 2,283 |
Operating expenses: | ||||
Compensation and benefits | 234 | 236 | 479 | 472 |
Professional services | 32 | 37 | 64 | 69 |
Acquisition-related transaction and integration costs | 9 | 20 | 23 | 47 |
Technology and communication | 97 | 92 | 195 | 184 |
Rent and occupancy | 17 | 17 | 35 | 35 |
Selling, general and administrative | 38 | 30 | 79 | 52 |
Depreciation and amortization | 142 | 146 | 276 | 289 |
Total operating expenses | 569 | 578 | 1,151 | 1,148 |
Operating income | 609 | 551 | 1,191 | 1,135 |
Other income (expense): | ||||
Interest expense | (45) | (44) | (90) | (90) |
Other income, net | 1 | 9 | 187 | 11 |
Other income (expense), net | (44) | (35) | 97 | (79) |
Income before income tax expense | 565 | 516 | 1,288 | 1,056 |
Income tax expense | 139 | 153 | 352 | 316 |
Net income | 426 | 363 | 936 | 740 |
Net income attributable to non-controlling interest | (8) | (6) | (16) | (14) |
Net income attributable to Intercontinental Exchange, Inc. | $ 418 | $ 357 | $ 920 | $ 726 |
Earnings per share attributable to Intercontinental Exchange, Inc. common shareholders: | ||||
Basic (in dollars per share) | $ 0.71 | $ 0.60 | $ 1.55 | $ 1.22 |
Diluted (in dollars per share) | $ 0.70 | $ 0.60 | $ 1.54 | $ 1.21 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 591 | 595 | 593 | 595 |
Diluted (in shares) | 595 | 599 | 597 | 598 |
Dividend per share (in dollars per share) | $ 0.20 | $ 0.17 | $ 0.40 | $ 0.34 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 426 | $ 363 | $ 936 | $ 740 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments, net of tax (expense) benefit of ($7) and $1 for the six months ended June 30, 2017 and 2016, respectively, and ($7) and ($1) for the three months ended June 30, 2017 and 2016, respectively | 60 | (125) | 85 | (199) |
Change in fair value of available-for-sale securities | 0 | 75 | 68 | 129 |
Reclassification of realized gain on available-for-sale investment to other income | 0 | 0 | (176) | 0 |
Other comprehensive income (loss) | 60 | (50) | (23) | (70) |
Comprehensive income | 486 | 313 | 913 | 670 |
Comprehensive income attributable to non-controlling interest | (8) | (6) | (16) | (14) |
Comprehensive income attributable to Intercontinental Exchange, Inc. | $ 478 | $ 307 | $ 897 | $ 656 |
Consolidated Statements of Com6
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Foreign currency translation adjustments | $ (7) | $ (1) | $ (7) | $ 1 |
Consolidated Statements of Chan
Consolidated Statements of Change in Equity, Accumulated Other Comprehensive Loss and Redeemable Non-Controlling Interest - USD ($) $ in Millions | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Non- Controlling Interest in Consolidated Subsidiaries | Redeemable Non-Controlling Interest |
Beginning Balance (in shares) at Dec. 31, 2015 | 628,000,000 | 34,000,000 | ||||||
Beginning Balance at Dec. 31, 2015 | $ 14,840 | $ 6 | $ (1,448) | $ 12,290 | $ 4,148 | $ (188) | $ 32 | $ 35 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Other comprehensive loss | (156) | (156) | ||||||
Exercise of common stock options (in shares) | 1,000,000 | |||||||
Exercise of common stock options | 22 | 22 | ||||||
Treasury shares retired in connection with stock split (in shares) | (35,000,000) | 35,000,000 | ||||||
Treasury shares retired in connection with stock split | 0 | $ 1,512 | (1,142) | (370) | 0 | |||
Repurchases of common stock (in shares) | (1,000,000) | |||||||
Repurchases of common stock | (50) | $ (50) | ||||||
Payments relating to treasury shares (in shares) | (1,000,000) | |||||||
Payments relating to treasury shares | (54) | $ (54) | ||||||
Stock-based compensation | 136 | 136 | ||||||
Issuance of restricted stock (in shares) | 2,000,000 | |||||||
Issuance of restricted stock | 0 | |||||||
Adjustment to redemption value | (2) | (2) | 1 | |||||
Distributions of profits | (19) | (19) | (3) | |||||
Dividends paid to shareholders | (409) | (409) | ||||||
Net income attributable to non-controlling interest | (3) | (27) | 24 | 3 | ||||
Net income | $ 1,449 | 1,449 | ||||||
Ending Balance (in shares) at Dec. 31, 2016 | 596,000,000 | 596,000,000 | 1,000,000 | |||||
Ending Balance at Dec. 31, 2016 | $ 15,754 | $ 6 | $ (40) | 11,306 | 4,789 | (344) | 37 | 36 |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||||||||
Foreign currency translation adjustments | (345) | |||||||
Fair value of available-for-sale securities | 108 | |||||||
Comprehensive income from equity method investment | 2 | |||||||
Employee benefit plans adjustments | (109) | |||||||
Accumulated other comprehensive loss | (344) | |||||||
Other comprehensive loss | $ (23) | (23) | ||||||
Exercise of common stock options (in shares) | 220,020 | 0 | ||||||
Exercise of common stock options | $ 6 | 6 | ||||||
Repurchases of common stock (in shares) | (7,827,513) | (8,000,000) | ||||||
Repurchases of common stock | $ (469) | $ (469) | ||||||
Payments relating to treasury shares (in shares) | (1,000,000) | |||||||
Payments relating to treasury shares | (81) | $ (81) | ||||||
Stock-based compensation | 78 | 78 | ||||||
Issuance of restricted stock (in shares) | 3,000,000 | |||||||
Issuance of restricted stock | 0 | |||||||
Acquisition of non-controlling interest | (14) | (9) | (5) | |||||
Acquisition of redeemable non-controlling interest | (2) | (2) | (37) | |||||
Distributions of profits | (12) | (12) | ||||||
Dividends paid to shareholders | (239) | (239) | ||||||
Net income attributable to non-controlling interest | (1) | (16) | 15 | 1 | ||||
Net income | $ 936 | 936 | ||||||
Ending Balance (in shares) at Jun. 30, 2017 | 599,000,000 | 599,000,000 | 10,000,000 | |||||
Ending Balance at Jun. 30, 2017 | $ 15,933 | $ 6 | $ (590) | $ 11,381 | $ 5,468 | $ (367) | $ 35 | $ 0 |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||||||||
Foreign currency translation adjustments | (260) | |||||||
Fair value of available-for-sale securities | 0 | |||||||
Comprehensive income from equity method investment | 2 | |||||||
Employee benefit plans adjustments | (109) | |||||||
Accumulated other comprehensive loss | $ (367) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Operating activities: | ||
Net income | $ 936 | $ 740 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 276 | 289 |
Stock-based compensation | 68 | 60 |
Deferred taxes | (11) | 49 |
Cetip realized investment gain, net | (114) | 0 |
Other | (7) | 4 |
Changes in assets and liabilities: | ||
Customer accounts receivable | (170) | (157) |
Other current and non-current assets | (37) | (21) |
Section 31 fees payable | 51 | 79 |
Deferred revenue | 241 | 257 |
Other current and non-current liabilities | (135) | (197) |
Total adjustments | 162 | 363 |
Net cash provided by operating activities | 1,098 | 1,103 |
Investing activities: | ||
Capital expenditures | (81) | (96) |
Capitalized software development costs | (69) | (61) |
Cash received for divestitures (net of cash paid for acquisitions) | 10 | 0 |
Proceeds from sale of Cetip, net | 438 | 0 |
Increase in restricted cash and investments | (89) | (75) |
Other | 0 | (70) |
Net cash provided by (used in) investing activities | 209 | (302) |
Financing activities: | ||
Repayments of commercial paper, net | (469) | (781) |
Dividends to shareholders | (239) | (205) |
Repurchases of common stock | (469) | 0 |
Payments relating to treasury shares received for restricted stock tax payments and stock option exercises | (81) | (48) |
Acquisition of non-controlling interest and redeemable non-controlling interest | (55) | 0 |
Other | (8) | 3 |
Net cash used in financing activities | (1,321) | (1,031) |
Effect of exchange rate changes on cash and cash equivalents | 5 | (7) |
Net decrease in cash and cash equivalents | (9) | (237) |
Cash and cash equivalents, beginning of period | 407 | 627 |
Cash and cash equivalents, end of period | 398 | 390 |
Supplemental cash flow disclosure: | ||
Cash paid for income taxes | 429 | 275 |
Cash paid for interest | $ 87 | $ 88 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business We are a leading global operator of regulated exchanges, clearing houses and listings venues, and a provider of data services for commodity and financial markets. We operate regulated marketplaces for listing, trading and clearing a broad array of derivatives contracts and securities across major asset classes, including energy and agricultural commodities, interest rates, equities, equity derivatives, exchange traded funds, credit derivatives, bonds and currencies. We offer end-to-end market data services to support the trading, investment and risk management needs of customers across virtually all asset classes. Our exchanges include futures exchanges in the United States, or U.S., United Kingdom, or U.K., Continental Europe, Canada and Singapore, and cash equities, equity options and bond exchanges in the U.S. We also operate over-the-counter, or OTC, markets for physical energy and credit default swaps, or CDS, trade execution. To serve global derivatives markets, we operate central counterparty clearing houses in the U.S., U.K., Continental Europe, Canada and Singapore (Note 9). We offer a range of data services for global financial and commodity markets, including pricing and reference data, exchange data, analytics, feeds, desktop and connectivity solutions. Through our markets, clearing houses, listings and market data services, we provide end-to-end solutions for our customers through liquid markets, benchmark products, access to capital markets, and related services to support their ability to manage risk and raise capital. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared by us in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, pursuant to the rules and regulations of the Securities and Exchange Commission, or SEC, regarding interim financial reporting. Accordingly, the unaudited consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and should be read in conjunction with our audited consolidated financial statements and related notes thereto for the year ended December 31, 2016 . The accompanying unaudited consolidated financial statements reflect all adjustments that are, in our opinion, necessary for a fair presentation of results for the interim periods presented. These adjustments are of a normal recurring nature. Preparing financial statements requires us to make certain estimates and assumptions that affect the amounts that are reported in the consolidated financial statements and accompanying disclosures. Although these estimates are based on our best knowledge of current events and actions that we may undertake in the future, actual results may be different from these estimates. The results of operations for the six months and three months ended June 30, 2017 are not necessarily indicative of the results to be expected for any future period or the full fiscal year. The accompanying unaudited consolidated financial statements include the accounts of us and our wholly-owned and controlled subsidiaries. All intercompany balances and transactions between us and our wholly-owned and controlled subsidiaries have been eliminated in the consolidation. For those consolidated subsidiaries in which our ownership is less than 100% and for which we have control over the assets and liabilities and the management of the entity, the outside stockholders’ interests are shown as non-controlling interests. In instances where outside stockholders’ hold an option to require us to repurchase the outside stockholders’ interest, these interests are shown as redeemable non-controlling interests. Held for Sale We classify long-lived assets or disposal groups as held for sale in the period in which all of the following criteria are met: management commits to a plan to sell; the long-lived asset or disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such long-lived assets or disposal groups; an active program to locate a buyer and other actions required to complete the plan to sell have been initiated; the sale is probable within one year; the asset or disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Long-lived assets and disposal groups classified as held for sale are measured at the lower of their carrying amount or fair value less costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized until the date of sale. The fair value of a long-lived asset less any costs to sell is assessed each reporting period it remains classified as held for sale, and any change in fair value is reported as an adjustment to the carrying value of the asset, except that increases in fair value are limited to prior decreases recorded. Upon being classified as held for sale, depreciation and amortization is ceased. See Note 10 for information regarding our classification of Trayport as held for sale as of June 30, 2017 . New and Recently Adopted Accounting Pronouncements The Financial Accounting Standards Board, or FASB, has issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) , or ASU 606. ASU 606 provides guidance outlining a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers that supersedes most current revenue recognition guidance. This guidance requires us to recognize revenue when we transfer promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We are required to adopt ASU 606 at the beginning of our first quarter of fiscal 2018. The new guidance requires enhanced disclosures, including revenue recognition policies to identify performance obligations to customers and significant judgments in measurement and recognition. The new guidance may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. We are currently evaluating the overall impact this guidance will have on our consolidated financial statements, as well as the method of adoption. Based on our preliminary assessment, we expect that the adoption may accelerate the timing of recognition of a portion of original and supplemental listing fees related to our NYSE businesses, which are currently deferred over an estimated customer life of nine and five years, respectively. We are continuing our assessment, which may identify other impacts of the adoption of ASU 606. The FASB has issued Accounting Standards Update No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, or ASU 2016-01. ASU 2016-01 provides updated guidance for the recognition, measurement, presentation, and disclosure of certain financial assets and liabilities, including the requirement that equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) are to be measured at fair value with changes in fair value recognized in net income. ASU 2016-01 is effective for annual and interim reporting periods beginning after December 15, 2017. With the sale of our Cetip investment, we no longer have any equity investments that would be required to be measured at fair value with changes in fair value recognized in net income (Note 11). The FASB has issued Accounting Standards Update No. 2016-02, Leases, or ASU 2016-02. ASU 2016-02 requires an entity to recognize both assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. A lessee should recognize in its balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018, with early adoption permitted. We will not adopt ASU 2016-02 early, but we are currently evaluating this guidance to determine the potential impact on our consolidated financial statements. The FASB has issued Accounting Standards Update No. 2016-18, Statement of Cash Flows: Restricted Cash , or ASU 2016-18, that will require entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. When cash, cash equivalents, restricted cash and restricted cash equivalents are presented in more than one line item on the balance sheet, the new guidance requires a reconciliation of the totals in the statement of cash flows to the related captions in the balance sheet. This reconciliation can be presented either on the face of the statement of cash flows or in the notes to the financial statements. Entities will also have to disclose the nature of their restricted cash and restricted cash equivalent balances. ASU 2016-18 becomes effective for us in fiscal years beginning after December 15, 2017, and interim periods within those years, with early adoption permitted. We will be required to apply the guidance retrospectively when adopted, and provide the relevant disclosures in the first interim and annual periods in which we adopt the guidance. We will not adopt ASU 2016-18 early, but do expect to be impacted by the new presentation and disclosure requirements required by ASU 2016-18 due to our restricted and unrestricted cash balances. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisitions and Divestitures | Acquisitions and Divestitures TMX Atrium Acquisition On May 1, 2017, we acquired 100% of TMX Atrium, a global extranet and wireless services business, from TMX Group. TMX Atrium provides low-latency access to markets and market data across 12 countries, more than 30 major trading venues, and ultra-low latency wireless connectivity to access markets and market data in the Toronto, New Jersey and Chicago metro areas. The wireless assets consists of microwave and millimeter networks that transport market data and provide private bandwidth. Our customers are increasingly seeking wireless services for use in their trading strategies. TMX Atrium is now part of ICE Data Services and is being integrated with our connectivity services, including our Secure Financial Transaction Infrastructure, or SFTI network. National Stock Exchange Acquisition On January 31, 2017, we acquired 100% of National Stock Exchange, Inc., now named NYSE National. The acquisition gives the NYSE Group a fourth U.S. exchange license. NYSE National is distinct from NYSE Group’s three listings exchanges because NYSE National will only be a trading venue and will not be a listings market. NYSE Group’s three listings exchanges, NYSE, NYSE MKT (NYSE MKT changed its name to NYSE American in July 2017) and NYSE Arca, have unique market models designed for corporate and ETF issuers. After closing the transaction, NYSE National ceased operations on February 1, 2017. We will engage with NYSE National members, buy-side participants and retail brokerage firms before finalizing operational plans for NYSE National’s re-launch, which is expected to occur in 2018. Purchase of Minority Interests For consolidated subsidiaries in which our ownership is less than 100% and for which we have control over the assets, liabilities and management of the entity, the outside stockholders’ interests are shown as non-controlling interest in our consolidated financial statements. As of December 31, 2016, non-controlling interest included those related to the operating results of our CDS clearing subsidiaries in which non-ICE limited partners held a 42.5% net profit sharing interest; ICE Endex in which Gasunie held a 21% ownership interest; and ICE Clear Netherlands in which ABN AMRO Clearing Bank N.V. held a 25% ownership interest. For both ICE Endex and ICE Clear Netherlands, in addition to the non-controlling interest reported in the consolidated statements of income, we reported redeemable non-controlling interest in the consolidated balance sheets which represents the minority interest redemption fair value for each company. During June 2017, we purchased both Gasunie’s 21% minority ownership interest in ICE Endex and ABN AMRO Clearing Bank N.V.’s 25% minority ownership interest in ICE Clear Netherlands. Subsequent to these acquisitions, we own 100% of ICE Endex and ICE Clear Netherlands and will no longer include any non-controlling interest amounts for ICE Endex and ICE Clear Netherlands in our consolidated financial statements. During April 2017, we purchased 3.2% of the net profit sharing interest in our CDS clearing subsidiaries from a non-ICE limited partner and the remaining non-ICE limited partners hold a 39.3% net profit sharing interest as of June 30, 2017 . Pending Acquisition of Global Research Division ’ s Index Platform from Bank of America Merrill Lynch On June 1, 2017, we announced a definitive agreement to acquire the Global Research division’s index platform from Bank of America Merrill Lynch, or BofAML. The BofAML indices are the second largest group of fixed income indices as measured by assets under management, or AUM, globally. Upon closing, the AUM benchmarked against our combined fixed income indices will be nearly $1 trillion , and the indices will be re-branded as the ICE BofAML indices. NYSE Governance Services Divestiture On June 1, 2017, we sold NYSE Governance Services to Marlin Heritage, L.P. NYSE Governance Services provides governance and compliance analytics and education solutions for organizations and their boards through dynamic learning solutions. We recognized a net loss of $6 million on the sale of NYSE Governance Services, which was recorded in depreciation and amortization expenses in the consolidated statements of income for the six months and three months ended June 30, 2017 (Note 4). Interactive Data Managed Solutions Divestiture On March 31, 2017, we sold Interactive Data Managed Solutions, or IDMS, a unit of Interactive Data, to FactSet. IDMS is a managed solutions and portal provider for the global wealth management industry. There was no gain or loss recognized on the sale of IDMS. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The following is a summary of the activity in the goodwill balance for the six months ended June 30, 2017 (in millions): Goodwill balance at December 31, 2016 $ 12,291 Acquisitions (divestitures), net 1 Foreign currency translation 43 Reclassification to held for sale (331 ) Other activity, net (3 ) Goodwill balance at June 30, 2017 $ 12,001 The following is a summary of the activity in the other intangible assets balance for the six months ended June 30, 2017 (in millions): Other intangible assets balance at December 31, 2016 $ 10,420 Acquisitions (divestitures), net 5 Foreign currency translation 43 Reclassification to held for sale (214 ) Other activity, net (9 ) Amortization of other intangible assets (142 ) Other intangible assets balance at June 30, 2017 $ 10,103 We completed the acquisitions of TMX Atrium and NYSE National and sold NYSE Governance Services and IDMS during the six months ended June 30, 2017 (Note 3). We reclassified the net assets of Trayport, including the related goodwill and other intangible assets, to held for sale as of June 30, 2017 (Note 10). The foreign currency translation adjustments in the tables above result from a portion of our goodwill and other intangible assets being held at our U.K., Continental European and Canadian subsidiaries, some of whose functional currencies are not the U.S. dollar. The changes in other activity, net in the tables above primarily relate to adjustments to the fair value of the net tangible and identifiable intangible assets and liabilities relating to the acquisitions, with a corresponding adjustment to goodwill. We did not recognize any impairment losses on goodwill or other intangible assets during the six months and three months ended June 30, 2017 and 2016 . |
Deferred Revenue
Deferred Revenue | 6 Months Ended |
Jun. 30, 2017 | |
Revenue Recognition [Abstract] | |
Deferred Revenue | Deferred Revenue Deferred revenue represents cash received that is yet to be recognized as revenue. Total deferred revenue was $474 million as of June 30, 2017 , including $338 million in current deferred revenue and $136 million in non-current deferred revenue. The changes in our deferred revenue during the six months ended June 30, 2017 are as follows (in millions): Annual Listings Revenue Original Listings Revenues Other Listings Revenues Data Services and Other Revenues Total Deferred revenue balance at December 31, 2016 $ — $ 66 $ 83 $ 88 $ 237 Additions 366 12 39 256 673 Amortization (184 ) (7 ) (21 ) (214 ) (426 ) Less NYSE Governance Services, IDMS and Trayport (Notes 3 and 10) — — — (10 ) (10 ) Deferred revenue balance at June 30, 2017 $ 182 $ 71 $ 101 $ 120 $ 474 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt Our total debt, including short-term and long-term debt, consisted of the following as of June 30, 2017 and December 31, 2016 (in millions): As of As of Debt: Commercial Paper $ 1,173 $ 1,642 NYSE Notes (2.00% senior unsecured notes due October 5, 2017) 850 851 Short-term debt 2,023 2,493 2018 Senior Notes (2.50% senior unsecured notes due October 15, 2018) 598 598 2020 Senior Notes (2.75% senior unsecured notes due December 1, 2020) 1,243 1,242 2023 Senior Notes (4.00% senior unsecured notes due October 15, 2023) 791 790 2025 Senior Notes (3.75% senior unsecured notes due December 1, 2025) 1,242 1,241 Long-term debt 3,874 3,871 Total debt $ 5,897 $ 6,364 Credit Facility We have entered into a $3.0 billion senior unsecured revolving credit facility, or the Credit Facility, with a maturity date of November 13, 2020. The Credit Facility includes an option for us to propose an increase in the aggregate amount available for borrowing by up to $1.0 billion , subject to the consent of the lenders funding the increase and certain other conditions. On November 13, 2015, we utilized this option to increase the amount of the Credit Facility to $3.4 billion . The commitments under the Credit Facility will automatically reduce to $3.2 billion on April 3, 2019. No amounts were outstanding under the Credit Facility as of June 30, 2017 . Of the $3.4 billion that is currently available for borrowing under the Credit Facility, $1.2 billion is required to back-stop the amount outstanding under our Commercial Paper Program as of June 30, 2017 . The amount required to back-stop the amounts outstanding under the Commercial Paper Program will fluctuate as we increase or decrease our commercial paper borrowings. The remaining $2.2 billion available under the Credit Facility as of June 30, 2017 is available to us to use for working capital and general corporate purposes including, but not limited to, acting as a back-stop to future increases in the amounts outstanding under the Commercial Paper Program or to fund the redemption of the NYSE Notes discussed below. Commercial Paper Program We have entered into a U.S. dollar commercial paper program, or the Commercial Paper Program. Our Commercial Paper Program is currently backed by the borrowing capacity available under the Credit Facility, equal to the amount of the commercial paper that is issued and outstanding at any given point in time. The effective interest rate of commercial paper issuances does not materially differ from short term interest rates (such as USD LIBOR). The fluctuation of these rates due to market conditions may impact our interest expense. Commercial paper notes of $1.2 billion with original maturities ranging from 3 to 75 days were outstanding as of June 30, 2017 under our Commercial Paper Program. As of June 30, 2017 , the weighted average interest rate on the $1.2 billion outstanding under our Commercial Paper Program was 1.16% per annum, with a weighted average maturity of 21 days. We repaid $469 million of the amounts outstanding under the Commercial Paper Program during the six months ended June 30, 2017 primarily using net cash proceeds received from the sale of our investment in Cetip (Note 11) and cash flows from operations. NYSE Notes The $850 million , 2.00% senior unsecured fixed rate NYSE Notes are due in October 2017. We currently plan to fund the redemption of the NYSE Notes with the issuance of new senior term notes. However, if we are unable to issue new senior term notes or to do so on favorable terms, then we would fund the NYSE Notes redemption under the Commercial Paper Program or with the unused amount available under the Credit Facility, or a combination of these sources. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Equity | Equity We currently sponsor employee and director stock option and restricted stock plans. Stock options and restricted stock are granted at the discretion of the compensation committee of the board of directors. All stock options and restricted stock awards are granted at an exercise price equal to the fair value of the common stock on the date of grant. The grant date fair value is based on the closing stock price on the date of grant. The fair value of the stock options and restricted stock on the date of grant is recognized as expense over the vesting period, net of estimated forfeitures. The non-cash compensation expenses recognized in our consolidated statements of income for stock options and restricted stock were $68 million and $60 million for the six months ended June 30, 2017 and 2016 , respectively, and $34 million and $31 million for the three months ended June 30, 2017 and 2016 , respectively. Stock Option Plans The following is a summary of stock options for the six months ended June 30, 2017 : Number of Options Weighted Average Outstanding at December 31, 2016 3,878,705 $ 36.05 Granted 730,913 57.34 Exercised (220,020 ) 27.56 Outstanding at June 30, 2017 4,389,598 40.02 Details of stock options outstanding as of June 30, 2017 are as follows: Number of Options Weighted Average Weighted Average Aggregate Vested or expected to vest 4,389,598 $ 40.02 6.8 $ 114 Exercisable 3,097,035 $ 34.58 5.9 $ 97 The total intrinsic value of stock options exercised during the six months ended June 30, 2017 and 2016 were $7 million and $10 million , respectively, and $4 million and $ 7 million for the three months ended June 30, 2017 and 2016 , respectively. As of June 30, 2017 , there were $12 million in total unrecognized compensation costs related to stock options. These costs are expected to be recognized over a weighted average period of 2.0 years as the stock options vest. We use the Black-Scholes option pricing model for purposes of valuing stock option awards. During the six months ended June 30, 2017 and 2016 , we used the weighted-average assumptions in the table below to compute the value of all options for shares of common stock granted to employees: Six Months Ended June 30, Assumptions: 2017 2016 Risk-free interest rate 1.84 % 1.51 % Expected life in years 5.0 5.0 Expected volatility 21 % 24 % Expected dividend yield 1.40 % 1.36 % Estimated weighted-average fair value of options granted per share $ 10.50 $ 9.88 The risk-free interest rate is based on the zero-coupon U.S. Treasury yield curve in effect at the time of grant. The expected life computation is derived from historical exercise patterns and anticipated future patterns. Expected volatilities are based on historical volatility of our stock. Restricted Stock Plans In January 2017, we reserved a maximum of 1,534,218 restricted shares for potential issuance as performance-based restricted shares to certain of our employees. The number of shares that will ultimately be granted under this award will be based on our actual financial performance as compared to financial performance targets set by our board of directors and compensation committee for the year ending December 31, 2017, as well as our 2017 total shareholder return as compared to that of the S&P 500 Index. The maximum compensation expense to be recognized under these performance-based restricted shares is $85 million if the maximum financial performance target is met and all 1,534,218 shares vest. The compensation expense to be recognized under these performance-based restricted shares will be $42 million if the target financial performance is met, which would result in 767,109 shares vesting. We will recognize expense on an accelerated basis over the three -year vesting period based on our quarterly assessment of the probable 2017 actual financial performance as compared to the 2017 financial performance targets. As of June 30, 2017 , we determined that it is probable that the financial performance level will be at target for 2017 . Based on this assessment, we recorded non-cash compensation expense of $12 million and $7 million for the six months and three months ended June 30, 2017 , respectively, related to these shares and the remaining $30 million in non-cash compensation expense will be recorded on an accelerated basis over the remaining vesting period, including $13 million of which will be recorded over the remainder of 2017 . The following is a summary of the non-vested restricted shares for the six months ended June 30, 2017 : Number of Weighted Average Non-vested at December 31, 2016 6,435,871 $ 45.33 Granted 3,148,277 57.19 Vested (3,265,749) 44.51 Forfeited (270,695) 51.06 Non-vested at June 30, 2017 6,047,704 52.25 Restricted stock shares granted in the table above include both time-based and performance-based grants. Performance-based shares have been presented to reflect the actual shares to be issued based on the achievement of past performance targets. Non-vested performance-based restricted shares granted are presented in the table above at the target number of restricted shares that would vest if the maximum performance targets are met. As of June 30, 2017 , there were $205 million in total unrecognized compensation costs related to the time-based restricted stock and the performance-based restricted stock. These costs are expected to be recognized over a weighted-average period of 2.0 years as the restricted stock vests. These unrecognized compensation costs assume that a target performance level will be met on the performance-based restricted shares granted in January 2016. During the six months ended June 30, 2017 and 2016 , the total fair value of restricted stock vested under all restricted stock plans was $203 million and $112 million , respectively. Stock Repurchase Program In August 2016, our board of directors approved an aggregate of $ 1.0 billion for future repurchases of our common stock with no fixed expiration date, subject to applicable laws and regulations. The shares repurchased are held in treasury stock. As of June 30, 2017 , the remaining board authorization permits repurchases of up to $ 481 million of our common stock. We expect funding for any share repurchases to come from our operating cash flow or borrowings under our debt facilities or commercial paper program. Repurchases may be made from time to time on the open market, through established trading plans, in privately-negotiated transactions or otherwise, in accordance with all applicable securities laws, rules and regulations. We have entered into a Rule 10b5-1 trading plan, as authorized by our board of directors, to govern some or all of the repurchases of our shares of common stock, and we began to repurchase shares in October 2016. We may discontinue the stock repurchases at any time and may amend or terminate the Rule 10b5-1 trading plan at any time. The approval of our board of directors for the share repurchases does not obligate us to acquire any particular amount of our common stock. In addition, our board of directors may increase or decrease the amount of capacity we have for repurchases from time to time. During the six months ended June 30, 2017 , we repurchased 7,827,513 shares of our outstanding common stock at a cost of $ 469 million . These repurchases were completed on the open market and under our 10b5-1 trading plan. The timing and extent of future repurchases that are not made pursuant to a Rule 10b5-1 trading plan will be at our discretion and will depend upon many conditions. Our management periodically reviews whether or not to be active in repurchasing our stock. In making a determination regarding any stock repurchases, we consider multiple factors. The factors may include: overall stock market conditions, our common stock price movements, the remaining amount authorized for repurchases by our board of directors, the potential impact of a stock repurchase program on our corporate debt ratings, our expected free cash flow and working capital needs, our current and future planned strategic growth initiatives, and other potential uses of our cash and capital resources. Dividends During the six months ended June 30, 2017 and 2016 , we paid cash dividends per share of $0.40 and $0.34 , respectively, for an aggregate payout of $239 million and $205 million , respectively. The declaration of dividends is subject to the discretion of our board of directors, and may be affected by various factors, including our future earnings, financial condition, capital requirements, levels of indebtedness, credit ratings and other considerations our board of directors deem relevant. Our board of directors has adopted a quarterly dividend declaration policy providing that the declaration of any dividends will be determined quarterly by the board or audit committee of the board of directors taking into account such factors as our evolving business model, prevailing business conditions and our financial results and capital requirements, without a predetermined annual net income payout ratio. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Our effective tax rate was 27% and 30% for the six months ended June 30, 2017 and 2016 , respectively, and 25% and 30% for the three months ended June 30, 2017 and 2016 , respectively. The effective tax rates for the six months and three months ended June 30, 2017 and 2016 were lower than the federal statutory rate primarily due to favorable foreign income tax rate differentials, partially offset by state income taxes. Favorable foreign income tax rate differentials result primarily from lower income tax rates in the U.K. and various other lower tax jurisdictions as compared to the income tax rates in the U.S. The effective tax rates for the six months and three months ended June 30, 2017 are lower than the effective tax rates for the comparable periods in 2016 primarily due to tax benefits associated with a divestiture. Our non-U.S. subsidiaries had $ 4.1 billion in cumulative undistributed earnings as of June 30, 2017 . This amount represents the post-income tax earnings under U.S. GAAP adjusted for previously taxed income. The earnings from our non-U.S. subsidiaries are considered to be indefinitely reinvested. Accordingly, no provision for U.S. federal and state income taxes has been made in the accompanying consolidated financial statements. Further, a determination of the unrecognized deferred tax liability is not practicable. Any future distribution by way of dividend of these non-U.S. earnings may subject us to both U.S. federal and state income taxes, as adjusted for non-U.S. tax credits, and withholding taxes payable to various non-U.S. countries. |
Clearing Organizations
Clearing Organizations | 6 Months Ended |
Jun. 30, 2017 | |
Brokers and Dealers [Abstract] | |
Clearing Organizations | Clearing Organizations We operate regulated central counterparty clearing houses for the settlement and clearance of derivative contracts. The clearing houses include ICE Clear Europe, ICE Clear Credit, ICE Clear US, ICE Clear Canada, ICE Clear Netherlands and ICE Clear Singapore (referred to herein collectively as the “ICE Clearing Houses”). • ICE Clear Europe performs the clearing and settlement for all futures and options contracts traded through ICE Futures Europe and ICE Endex, for energy futures and options contracts trading through ICE Futures U.S., and for CDS contracts submitted for clearing in Europe. • ICE Clear Credit performs the clearing and settlement for CDS contracts submitted for clearing in North America. • ICE Clear US performs the clearing and settlement of agricultural, metals, currencies and financial futures and options contracts traded through ICE Futures U.S. • ICE Clear Canada performs the clearing and settlement for all futures and options contracts traded through ICE Futures Canada. • ICE Clear Netherlands is preparing to provide clearing services to Euronext, which are expected to commence during the second half of 2018. • ICE Clear Singapore performs the clearing and settlement for all futures and options contracts traded through ICE Futures Singapore. Each of the ICE Clearing Houses requires all clearing members to maintain cash on deposit or pledge certain assets, which may include government obligations, non-government obligations or gold to guarantee performance of the clearing members’ open positions. Such amounts in total are known as “original margin”. The ICE Clearing Houses may make intraday original margin calls in circumstances where market conditions require additional protection. The daily profits and losses from and to the ICE Clearing Houses due to the marking-to-market of open contracts are known as “variation margin”. The ICE Clearing Houses mark all outstanding contracts to market, and therefore pay and collect variation margin, at least once daily, and in some cases multiple times throughout the day. Marking-to-market allows the ICE Clearing Houses to identify any clearing members that may be unable to satisfy the financial obligations resulting from changes in the prices of their open contracts before those financial obligations become exceptionally large and jeopardize the ability of the ICE Clearing Houses to ensure financial performance of clearing members’ open positions. Each of the ICE Clearing Houses requires that each clearing member make deposits into a fund known as a “guaranty fund”, which is maintained by the relevant ICE Clearing House. These amounts serve to secure the obligations of a clearing member to the ICE Clearing House to which it has made the guaranty fund deposit and may be used to cover losses sustained by the respective ICE Clearing House in the event of a default of a clearing member. The ICE Clearing Houses seek to reduce their exposure through a risk management program that includes initial and ongoing financial standards for clearing member admission and continued membership, original and variation margin requirements, and mandatory deposits to the guaranty fund. The amounts that the clearing members are required to maintain in the original margin and guaranty fund accounts are determined by standardized parameters established by the risk management departments and reviewed by the risk committees and the boards of directors of each of the ICE Clearing Houses and may fluctuate over time. As of June 30, 2017 and December 31, 2016 , the ICE Clearing Houses have received or have been pledged $96.4 billion and $95.7 billion , respectively, in cash and non-cash collateral in original margin and guaranty fund deposits to cover price movements of underlying contracts for both periods. The ICE Clearing Houses also have powers of assessment that provide the ability to collect additional funds from their clearing members to cover a defaulting member’s remaining obligations up to the limits established under the respective rules of each ICE Clearing House. Should a particular clearing member fail to deposit original margin, or fail to make a variation margin payment, when and as required, the relevant ICE Clearing House may liquidate or hedge the clearing member’s open positions and use the clearing member’s original margin and guaranty fund deposits to make up any amount owed. In the event that those deposits are not sufficient to pay the amount owed in full, the ICE Clearing Houses may utilize the respective guaranty fund deposits of their respective clearing members on a pro-rata basis for that purpose. We have contributed $150 million , $50 million and $50 million in cash to the ICE Clear Europe, ICE Clear Credit and ICE Clear US guaranty funds, respectively, as of June 30, 2017 , and such amounts are at risk and could be used in the event of a clearing member default where the amount of the defaulting clearing member’s original margin and guaranty fund deposits are insufficient. We have also contributed $ 4 million in cash in total to the ICE Clear Canada, ICE Clear Netherlands and ICE Clear Singapore guaranty funds. The $254 million combined contributions to the guaranty funds as of June 30, 2017 and December 31, 2016 are included in long-term restricted cash in the accompanying consolidated balance sheets. As of June 30, 2017 , our cash margin deposits and guaranty fund were as follows for the ICE Clearing Houses (in millions): ICE Clear Europe ICE Clear ICE Clear US Other ICE Clearing Houses Total Original margin $ 20,898 $ 21,883 $ 5,410 $ 90 $ 48,281 Guaranty fund 2,625 2,332 317 30 5,304 Total $ 23,523 $ 24,215 $ 5,727 $ 120 $ 53,585 As of December 31, 2016 , our cash margin deposits and guaranty fund were as follows for the ICE Clearing Houses (in millions): ICE Clear Europe ICE Clear ICE Clear US Other ICE Clearing Houses Total Original margin $ 27,046 $ 16,833 $ 6,184 $ 107 $ 50,170 Guaranty fund 2,444 2,135 316 85 4,980 Total $ 29,490 $ 18,968 $ 6,500 $ 192 $ 55,150 We have recorded these cash deposits in the accompanying consolidated balance sheets as current assets with corresponding current liabilities to the clearing members of the relevant ICE Clearing House. All cash and securities are available only to meet the financial obligations of that clearing member to the relevant ICE Clearing House. ICE Clear Europe, ICE Clear Credit, ICE Clear US, ICE Clear Canada, ICE Clear Netherlands and ICE Clear Singapore are separate legal entities and are not subject to the liabilities of the other ICE Clearing Houses or the obligations of the members of the other ICE Clearing Houses. The amount of these cash deposits may fluctuate due to the types of margin collateral choices available to clearing members and the change in the amount of deposits required. As a result, these assets and corresponding liabilities may vary significantly over time. Of the cash held by the ICE Clearing Houses, as of June 30, 2017 , $ 30.6 billion is secured in reverse repurchase agreements with primarily overnight maturities or direct investment in government securities. ICE Clear Credit, a systemically important financial market utility as designated by the Financial Stability Oversight Council, held $ 19.4 billion of its U.S. dollar cash in the guaranty fund and in original margin in cash accounts at the Federal Reserve Bank of Chicago as of June 30, 2017 . The remaining cash deposits at the ICE Clearing Houses are held in demand deposit accounts at large, highly rated financial institutions and directly in U.S. Treasury securities with original maturities of less than 12 months. The carrying value of these securities approximates their fair value due to the short-term nature of the instruments and repurchase agreements. In addition to the cash deposits for original margin and the guaranty fund, the ICE Clearing Houses have also received other assets from clearing members, which include government obligations, and may include other non-cash collateral such as certain agency and corporate debt or gold to mitigate credit risk. These assets are not reflected in the accompanying consolidated balance sheets as the risks and rewards of these assets remain with the clearing members unless the ICE Clearing Houses have sold or re-pledged the assets or in the event of a clearing member default, where the clearing member is no longer entitled to redeem the assets. Any income, gain or loss accrues to the clearing member. For certain non-cash deposits, the ICE Clearing Houses may impose discount or “haircut” rates to ensure adequate collateral levels to account for fluctuations in the market value of these deposits. As of June 30, 2017 and December 31, 2016 , the assets pledged by the clearing members as original margin and guaranty fund deposits for each of the ICE Clearing Houses are detailed below (in millions): As of June 30, 2017 As of December 31, 2016 ICE Clear Europe ICE Clear Credit ICE Clear US Other ICE Clearing Houses ICE Clear Europe ICE Clear Credit ICE Clear US Other ICE Clearing Houses Original margin: Government securities at face value $ 26,131 $ 4,201 $ 11,926 $ 19 $ 22,961 $ 6,013 $ 10,542 $ 37 Other — — — — — — — 368 Total $ 26,131 $ 4,201 $ 11,926 $ 19 $ 22,961 $ 6,013 $ 10,542 $ 405 Guaranty fund: Government securities at face value $ 311 $ 44 $ 163 $ 3 $ 217 $ 178 $ 147 $ 40 |
Held for Sale
Held for Sale | 6 Months Ended |
Jun. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Held for Sale | Held for Sale On December 11, 2015, we acquired 100% of Trayport in a stock transaction. The total purchase price was $620 million , comprised of 12.6 million shares of our common stock. Trayport is a software company that licenses its technology to serve exchanges, OTC brokers and traders to facilitate electronic and hybrid trade execution primarily in the energy markets. The U.K. Competition and Markets Authority, or the CMA, undertook a review of our acquisition of Trayport under the merger control laws of the U.K. In October 2016, the CMA issued its findings and ordered a divestment of Trayport to remedy what the CMA determined to be a substantial lessening of competition. In November 2016, we filed an appeal with the Competition Appeal Tribunal, or the CAT, to challenge the CMA’s decision. In March 2017, the CAT upheld the CMA decision that we should divest Trayport. Following the CAT’s judgment, we asked for leave to appeal the CAT’s decision at the U.K. Court of Appeals. In May 2017, the U.K. Court of Appeals denied our request for leave to appeal. We are now obligated to sell Trayport. The functional currency of Trayport is the pound sterling, as this is the currency in which Trayport operates. The $620 million in Trayport net assets were recorded on our December 11, 2015 opening balance sheet at a pound sterling/U.S. dollar exchange rate of 1.5218 ( £407 million ). Because our consolidated financial statements are presented in U.S. dollars, we must translate the Trayport net assets into U.S. dollars at the exchange rates in effect at the end of each reporting period. Therefore, increases or decreases in the value of the U.S. dollar against the pound sterling will affect the value of the Trayport balance sheet, with gains or losses included in the cumulative translation adjustment account, a component of equity. As a result of the decrease in the pounds sterling/U.S. dollar exchange rate to 1.3025 as of June 30, 2017 , the portion of our equity attributable to the Trayport net assets in accumulated other comprehensive loss from foreign currency translation was $89 million as of June 30, 2017 . As of June 30, 2017, we have classified Trayport as held for sale and ceased depreciation and amortization of the property and equipment and other intangible assets (Note 2). Upon classification of Trayport as held for sale, we have determined that the adjusted carrying value of Trayport’s net assets as of June 30, 2017 of $610 million , which is equal to the $521 million carrying value plus the $89 million in accumulated other comprehensive loss from foreign currency translation, is lower than the estimated fair value of Trayport, less the costs to dispose of the business. We will continue to evaluate the fair value of Trayport until it is sold, including reviewing the bids received for Trayport; its operating performance; its financial projections; changes in the business and regulatory climate in which it operates; the volatility in the capital markets; and the volatility in the pound sterling/U.S. dollar exchange rate. Any changes in these factors could result in adjustments to Trayport’s fair value. Trayport is included in our data and listings segment. The total assets held for sale as of June 30, 2017 were $578 million and were reclassified and are included in “prepaid expenses and other current assets” in our accompanying consolidated balance sheet and the total liabilities held for sale as of June 30, 2017 were $57 million and were reclassified and are included in “other current liabilities” in our accompanying consolidated balance sheet. The carrying amounts of the major classes of assets and liabilities of Trayport are as follows as of June 30, 2017 (in millions): Assets held for sale: Cash and cash equivalents $ 6 Goodwill 331 Other intangibles, net 214 Other current and non-current assets 27 Total assets held for sale (included in prepaid expenses and other current assets) $ 578 Liabilities held for sale: Deferred tax liabilities, net $ 38 Other current and non-current liabilities 19 Total liabilities held for sale (included in other current liabilities) $ 57 Accumulated other comprehensive loss from foreign currency translation classified as held for sale in equity $ 89 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Our financial instruments consist primarily of cash and cash equivalents, short-term and long-term restricted cash and investments, short-term and long-term investments, customer accounts receivable, margin deposits and guaranty funds, cost and equity method investments, short-term and long-term debt and certain other short-term assets and liabilities. The fair value of our financial instruments are measured based on a three-level hierarchy: • Level 1 inputs — quoted prices for identical assets or liabilities in active markets. • Level 2 inputs — observable inputs other than Level 1 inputs such as quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices that are directly observable. • Level 3 inputs — unobservable inputs supported by little or no market activity and that are significant to the fair value of the assets or liabilities. We use Level 1 inputs to determine fair value. The Level 1 assets consist of U.S. Treasury securities, equity and other securities listed in active markets, and investments in publicly traded mutual funds held for the purpose of providing future payments of the supplemental executive retirement and the supplemental executive savings plans. Financial assets and liabilities recorded in the accompanying consolidated balance sheets as of June 30, 2017 and December 31, 2016 are classified in their entirety based on the lowest level of input that is significant to the asset or liability’s fair value measurement. Financial instruments measured at fair value on a recurring basis as of June 30, 2017 and December 31, 2016 are as follows (in millions): As of June 30, 2017 As of December 31, 2016 Level 1 Level 2 and 3 Total Level 1 Level 2 and 3 Total Assets at fair value: Long-term investment in equity securities $ — $ — $ — $ 432 $ — $ 432 U.S. Treasury securities 469 — 469 500 — 500 Mutual Funds 17 — 17 23 — 23 Total assets at fair value $ 486 $ — $ 486 $ 955 $ — $ 955 As of June 30, 2017 , the fair value of our $1.24 billion 2020 Senior Notes was $1.27 billion , the fair value of our $1.24 billion 2025 Senior Notes was $1.31 billion , the fair value of our $ 850 million NYSE Notes was $850 million , the fair value of our $791 million 2023 Senior Notes was $841 million , and the fair value of our $598 million 2018 Senior Notes was $606 million . The fair values of these fixed rate notes were estimated using quoted market prices for these instruments. The fair value of our commercial paper approximates the carrying value since the rates of interest on this short-term debt approximate market rates as of June 30, 2017 . All other financial instruments are determined to approximate carrying value due to the short period of time to their maturities. Until March 29, 2017, we held a 12% ownership interest in Cetip, S.A., or Cetip, which we classified as an available-for-sale long-term investment. Cetip was recorded at its fair value using its quoted market price. Changes in the fair value of available-for-sale securities are reflected in accumulated other comprehensive income, and include the effects of both stock price and foreign currency translation fluctuations. The unrealized holding gains and losses are excluded from earnings and reported in other comprehensive income until realized. Realized gains and losses, and declines in value deemed to be other-than-temporary, are recognized in earnings. We acquired the common stock of Cetip for an aggregate consideration of $514 million in cash in July 2011. During the year ended December 31, 2013, we recognized an impairment loss on our Cetip investment of $190 million , primarily due to unfavorable foreign exchange rate changes, which was equal to the difference between the $324 million fair value as of December 31, 2013 and the original investment cost of $514 million . The $324 million fair value of the Cetip investment as of December 31, 2013 became our new cost basis. The long-term investment in equity securities as of December 31, 2016 represents our investment in Cetip, which was valued at $432 million , including a $108 million accumulated unrealized gain. On March 29, 2017, Cetip and BM&FBOVESPA S.A. finalized a merger agreement. BM&FBOVESPA S.A., which changed its name to B3 S.A. - Brasil, Bolsa, Balcao, or B3, following the merger with Cetip, is a stock exchange and operator of registration, clearing, custodial and settlement services for equities, financial securities, indices, rates, commodities and currencies and is located in São Paulo, Brazil. The merger valued our Cetip investment at $500 million . We received the proceeds in cash and in B3 common stock. The cash component was valued at $319 million , which was subject to Brazilian capital gains tax of $28 million that was remitted to the Brazilian tax authorities in March 2017. We received net cash proceeds in April 2017 of $286 million , which is net of a foreign exchange loss of $6 million that was incurred in April 2017. We received 29,623,756 B3 common shares valued at their quoted market price of $181 million . In April 2017, we sold the B3 common shares for net proceeds of $152 million , which is net of a capital gain tax of $26 million that was remitted to the Brazilian tax authorities and further transaction expenses of $3 million that were incurred in April 2017. We used the $438 million in net cash and stock proceeds received from the merger and sale of B3 shares to pay down amounts outstanding under our Commercial Paper Program and for share repurchases. The $500 million fair value of our investment in Cetip included an accumulated unrealized gain of $176 million , based on the $324 million cost basis. In connection with the sale of our equity investment in Cetip, the $176 million , accumulated unrealized gain was reclassified out of accumulated other comprehensive income and was recognized in other income as a realized investment gain in the accompanying consolidated statement of income for the six months ended June 30, 2017 . As of June 30, 2017 , we held $469 million in U.S. Treasury securities. Of these securities, $319 million were recorded as short-term restricted cash and investments and $150 million were recorded as long-term restricted cash and investments in the accompanying consolidated balance sheet as of June 30, 2017 . We account for the U.S. Treasury securities held using the available-for-sale method. Mutual funds represent equity and fixed income mutual funds held for the purpose of providing future payments for the supplemental executive savings plan and the supplemental executive retirement plan and are classified as available-for-sale securities. We did not use Level 2 and 3 inputs to determine the fair value of assets or liabilities measured at fair value on a recurring basis as of June 30, 2017 or December 31, 2016 . We measure certain assets, such as intangible assets and cost and equity method investments, at fair value on a non-recurring basis. These assets are recognized at fair value if they are deemed to be impaired. As of June 30, 2017 and December 31, 2016 , none of these assets were required to be recorded at fair value since no impairment indicators were present. |
Condensed Consolidating Financi
Condensed Consolidating Financial Statements (Unaudited) | 6 Months Ended |
Jun. 30, 2017 | |
Condensed Consolidating Financial Statements [Abstract] | |
Condensed Consolidating Financial Statements (Unaudited) | Condensed Consolidating Financial Statements (Unaudited) In connection with our acquisition of NYSE, Intercontinental Exchange, Inc., or ICE, and NYSE Holdings LLC, or NYSE Holdings, established various guarantees to protect against structural subordination of each entity’s existing indebtedness. NYSE Holdings is our 100% owned subsidiary and fully and unconditionally guarantees, on an unsecured and unsubordinated basis, the payment of principal, premium, if any, and interest of our senior notes. Similarly, ICE fully and unconditionally guarantees, on an unsecured and unsubordinated basis, the payment of principal, premium, if any, and interest of the NYSE Notes. The ICE guarantees will remain in place until the earlier of when the NYSE Notes are paid off or mature in October 2017 and certain other actions are taken to terminate the guarantees. After all of the guarantees are terminated, we will cease including a Condensed Consolidating Financial Statements footnote in our quarterly and annual filings. The following consolidating financial information sets forth, under the equity method of accounting, the condensed consolidating statements of income and comprehensive income, the condensed consolidating balance sheets, and the condensed consolidating statements of cash flows for (i) ICE (Parent); (ii) NYSE Holdings; (iii) the subsidiary non-guarantors; (iv) elimination entries necessary to consolidate each of ICE (Parent) and NYSE Holdings with the non-guarantor subsidiaries; and (v) on a consolidated basis. The condensed consolidating financial information should be read in conjunction with the accompanying consolidated financial statements. Intercontinental Exchange, Inc. Condensed Consolidating Balance Sheets As of June 30, 2017 (In millions) ICE (Parent) Subsidiary Subsidiary Consolidating Adjustments Consolidated Total Current assets: Cash and cash equivalents $ 1 $ — $ 397 $ — $ 398 Intercompany receivable 2,398 — — (2,398 ) — Margin deposits and guaranty funds — — 53,585 — 53,585 Notes receivable from affiliate, current — 281 42 (323 ) — Other current assets 2 — 2,463 — 2,465 Total current assets 2,401 281 56,487 (2,721 ) 56,448 Property and equipment, net — — 1,161 — 1,161 Other non-current assets: Goodwill and other intangible assets, net — — 22,104 — 22,104 Investment in subsidiaries 24,302 13,912 — (38,214 ) — Notes receivable from affiliate, non-current 620 6,602 8,405 (15,627 ) — Other non-current assets 106 11 494 — 611 Total other non-current assets 25,028 20,525 31,003 (53,841 ) 22,715 Total assets $ 27,429 $ 20,806 $ 88,651 $ (56,562 ) $ 80,324 Current liabilities: Short-term debt $ 1,173 $ 850 $ — $ — $ 2,023 Margin deposits and guaranty funds — — 53,585 — 53,585 Intercompany payable — 1,805 593 (2,398 ) — Notes payable to affiliates, current 283 40 — (323 ) — Other current liabilities 20 — 1,191 — 1,211 Total current liabilities 1,476 2,695 55,369 (2,721 ) 56,819 Non-current liabilities: Long-term debt 3,874 — — — 3,874 Notes payable to affiliates, non-current 6,177 2,228 7,222 (15,627 ) — Other non-current liabilities 4 — 3,694 — 3,698 Total non-current liabilities 10,055 2,228 10,916 (15,627 ) 7,572 Total liabilities 11,531 4,923 66,285 (18,348 ) 64,391 Equity: Total shareholders’ equity 15,898 15,883 22,331 (38,214 ) 15,898 Non-controlling interest in consolidated subsidiaries — — 35 — 35 Total equity 15,898 15,883 22,366 (38,214 ) 15,933 Total liabilities and equity $ 27,429 $ 20,806 $ 88,651 $ (56,562 ) $ 80,324 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 Note 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 ) — Note 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 Statements of Income Six Months Ended June 30, 2017 (In millions) ICE (Parent) Subsidiary Subsidiary Consolidating Adjustments Consolidated Total Revenues: Transaction and clearing, net $ — $ — $ 1,615 $ — $ 1,615 Data services — — 1,041 — 1,041 Listings and other revenues — — 307 — 307 Revenues — — 2,963 — 2,963 Transaction-based expenses — — 621 — 621 Revenues, less transaction-based expenses — — 2,342 — 2,342 Operating expenses: Compensation and benefits 1 — 478 — 479 Acquisition-related transaction and integration costs — — 23 — 23 Technology and communication — — 195 — 195 Selling, general, administrative and other — — 178 — 178 Depreciation and amortization — — 276 — 276 Operating expenses 1 — 1,150 — 1,151 Operating income (loss) (1 ) — 1,192 — 1,191 Intercompany interest on loans (25 ) 35 (10 ) — — Other income (expense), net (71 ) (8 ) 176 — 97 Total other income (expense), net (96 ) 27 166 — 97 Income (loss) before income taxes (97 ) 27 1,358 — 1,288 Income tax expense — — 352 — 352 Equity earnings from subsidiaries 1,017 765 — (1,782 ) — Net income $ 920 $ 792 $ 1,006 $ (1,782 ) $ 936 Net income attributable to non-controlling interest — — (16 ) — (16 ) Net income attributable to ICE $ 920 $ 792 $ 990 $ (1,782 ) $ 920 Intercontinental Exchange, Inc. Condensed Consolidating Statements of Comprehensive Income Six Months Ended June 30, 2017 (In millions) ICE (Parent) Subsidiary Subsidiary Consolidating Adjustments Consolidated Total Net income $ 920 $ 792 $ 1,006 $ (1,782 ) $ 936 Other comprehensive income (loss): Foreign currency translation adjustments — — 85 — 85 Change in fair value of available-for-sale-securities — — 68 — 68 Reclassification of realized gain on available-for-sale investment to other income — — (176 ) — (176 ) Total other comprehensive loss — — (23 ) — (23 ) Comprehensive loss of subsidiaries (23 ) (38 ) — 61 — Comprehensive income 897 754 983 (1,721 ) 913 Comprehensive income attributable to non-controlling interests — — (16 ) — (16 ) Comprehensive income attributable to ICE $ 897 $ 754 $ 967 $ (1,721 ) $ 897 Intercontinental Exchange, Inc. Condensed Consolidating Statements of Income Three Months Ended June 30, 2017 (In millions) ICE (Parent) Subsidiary Subsidiary Consolidating Adjustments Consolidated Total Revenues: Transaction and clearing, net $ — $ — $ 817 $ — $ 817 Data services — — 521 — 521 Listings and other revenues — — 156 — 156 Revenues — — 1,494 — 1,494 Transaction-based expenses — — 316 — 316 Revenues, less transaction-based expenses — — 1,178 — 1,178 Operating expenses: Compensation and benefits — — 234 — 234 Acquisition-related transaction and integration costs — — 9 — 9 Technology and communication — — 97 — 97 Selling, general, administrative and other — — 87 — 87 Depreciation and amortization — — 142 — 142 Operating expenses — — 569 — 569 Operating income — — 609 — 609 Intercompany interest on loans (15 ) 17 (2 ) — — Other expense, net (34 ) (4 ) (6 ) — (44 ) Total other income (expense), net (49 ) 13 (8 ) — (44 ) Income (loss) before income taxes (49 ) 13 601 — 565 Income tax expense — — 139 — 139 Equity earnings from subsidiaries 467 335 — (802 ) — Net income $ 418 $ 348 $ 462 $ (802 ) $ 426 Net income attributable to non-controlling interest — — (8 ) — (8 ) Net income attributable to ICE $ 418 $ 348 $ 454 $ (802 ) $ 418 Intercontinental Exchange, Inc. Condensed Consolidating Statements of Comprehensive Income Three Months Ended June 30, 2017 (In millions) ICE (Parent) Subsidiary Subsidiary Consolidating Adjustments Consolidated Total Net income $ 418 $ 348 $ 462 $ (802 ) $ 426 Other comprehensive income: Foreign currency translation adjustments — — 60 — 60 Total other comprehensive income — — 60 — 60 Comprehensive income of subsidiaries 60 49 — (109 ) — Comprehensive income 478 397 522 (911 ) 486 Comprehensive income attributable to non-controlling interests — — (8 ) — (8 ) Comprehensive income attributable to ICE $ 478 $ 397 $ 514 $ (911 ) $ 478 Intercontinental Exchange, Inc. Condensed Consolidating Statements of Income Six Months Ended June 30, 2016 (In millions) ICE (Parent) Subsidiary Guarantor - NYSE Holdings Subsidiary Consolidating Adjustments Consolidated Total Revenues: Transaction and clearing, net $ — $ — $ 1,789 $ — $ 1,789 Data services — — 974 — 974 Listings and other revenues — — 295 — 295 Revenues — — 3,058 — 3,058 Transaction-based expenses — — 775 — 775 Revenues, less transaction-based expenses — — 2,283 — 2,283 Operating expenses: Compensation and benefits 1 — 471 — 472 Acquisition-related transaction and integration costs — — 47 — 47 Technology and communication — — 184 — 184 Selling, general, administrative and other — — 156 — 156 Depreciation and amortization — — 289 — 289 Operating expenses 1 — 1,147 — 1,148 Operating income (loss) (1 ) — 1,136 — 1,135 Intercompany interest on loans (10 ) 16 (6 ) — — Other income (expense), net (79 ) (8 ) 8 — (79 ) Total other income (expense), net (89 ) 8 2 — (79 ) Income (loss) before income taxes (90 ) 8 1,138 — 1,056 Income tax expense — — 316 — 316 Equity earnings from subsidiaries 816 611 — (1,427 ) — Net income $ 726 $ 619 $ 822 $ (1,427 ) $ 740 Net income attributable to non-controlling interest — — (14 ) — (14 ) Net income attributable to ICE $ 726 $ 619 $ 808 $ (1,427 ) $ 726 Intercontinental Exchange, Inc. Condensed Consolidating Statements of Comprehensive Income Six Months Ended June 30, 2016 (In millions) ICE (Parent) Subsidiary Guarantor - NYSE Holdings Subsidiary Consolidating Adjustments Consolidated Total Net income $ 726 $ 619 $ 822 $ (1,427 ) $ 740 Other comprehensive income (loss): Foreign currency translation adjustments — — (199 ) — (199 ) Change in fair value of available-for-sale-securities — — 129 — 129 Total other comprehensive loss — — (70 ) — (70 ) Comprehensive loss of subsidiaries (70 ) (18 ) — 88 — Comprehensive income 656 601 752 (1,339 ) 670 Comprehensive income attributable to non-controlling interests — — (14 ) — (14 ) Comprehensive income attributable to ICE $ 656 $ 601 $ 738 $ (1,339 ) $ 656 Intercontinental Exchange, Inc. Condensed Consolidating Statements of Income Three Months Ended June 30, 2016 (In millions) ICE (Parent) Subsidiary Guarantor - NYSE Holdings Subsidiary Consolidating Adjustments Consolidated Total Revenues: Transaction and clearing, net $ — $ — $ 860 $ — $ 860 Data services — — 497 — 497 Listings and other revenues — — 147 — 147 Revenues — — 1,504 — 1,504 Transaction-based expenses — — 375 — 375 Revenues, less transaction-based expenses — — 1,129 — 1,129 Operating expenses: Compensation and benefits 1 — 235 — 236 Acquisition-related transaction and integration costs — — 20 — 20 Technology and communication — — 92 — 92 Selling, general, administrative and other — — 84 — 84 Depreciation and amortization — — 146 — 146 Operating expenses 1 — 577 — 578 Operating income (loss) (1 ) — 552 — 551 Intercompany interest on loans (6 ) 8 (2 ) — — Other income (expense), net (38 ) (4 ) 7 — (35 ) Total other income (expense), net (44 ) 4 5 — (35 ) Income (loss) before income taxes (45 ) 4 557 — 516 Income tax expense — — 153 — 153 Equity earnings from subsidiaries 402 324 — (726 ) — Net income $ 357 $ 328 $ 404 $ (726 ) $ 363 Net income attributable to non-controlling interest — — (6 ) — (6 ) Net income attributable to ICE $ 357 $ 328 $ 398 $ (726 ) $ 357 Intercontinental Exchange, Inc. Condensed Consolidating Statements of Comprehensive Income Three Months Ended June 30, 2016 (In millions) ICE (Parent) Subsidiary Guarantor - NYSE Holdings Subsidiary Consolidating Adjustments Consolidated Total Net income $ 357 $ 328 $ 404 $ (726 ) $ 363 Other comprehensive income (loss): Foreign currency translation adjustments — — (125 ) — (125 ) Change in fair value of available-for-sale-securities — — 75 — 75 Total other comprehensive loss — — (50 ) — (50 ) Comprehensive loss of subsidiaries (50 ) (28 ) — 78 — Comprehensive income 307 300 354 (648 ) 313 Comprehensive income attributable to non-controlling interests — — (6 ) — (6 ) Comprehensive income attributable to ICE $ 307 $ 300 $ 348 $ (648 ) $ 307 Intercontinental Exchange, Inc. Condensed Consolidating Statements of Cash Flows Six Months Ended June 30, 2017 (In millions) ICE (Parent) Subsidiary Subsidiary Non-Guarantors Consolidating Adjustments Consolidated Total Net cash provided by (used in) operating activities $ (14 ) $ 121 $ 951 $ 40 $ 1,098 Investing activities: Cash received for divestitures (net of cash paid for acquisitions) — — 10 — 10 Loans to subsidiaries (63 ) (644 ) (2,051 ) 2,758 — Capital expenditures and capitalized software development costs — — (150 ) — (150 ) Increase in restricted cash and investments — — (89 ) — (89 ) Proceeds from sale of Cetip, net — — 438 — 438 Net cash provided by (used in) investing activities (63 ) (644 ) (1,842 ) 2,758 209 Financing activities: Repayments of commercial paper, net (469 ) — — — (469 ) Intercompany borrowing 1,398 523 837 (2,758 ) — Dividends to shareholders (239 ) — — — (239 ) Intercompany dividends — — 40 (40 ) — Repurchases of common stock (469 ) — — — (469 ) Other financing activities (144 ) — — — (144 ) Net cash provided by (used in) financing activities 77 523 877 (2,798 ) (1,321 ) Effect of exchange rates on cash and cash equivalents — — 5 — 5 Net decrease in cash and cash equivalents — — (9 ) — (9 ) Cash and cash equivalents, beginning of period 1 — 406 — 407 Cash and cash equivalents, end of period $ 1 $ — $ 397 $ — $ 398 Intercontinental Exchange, Inc. Condensed Consolidating Statements of Cash Flows Six Months Ended June 30, 2016 (In millions) ICE (Parent) Subsidiary Guarantor - NYSE Holdings Subsidiary Non-Guarantors Consolidating Adjustments Consolidated Total Net cash provided by (used in) operating activities $ (40 ) $ 59 $ 1,149 $ (65 ) $ 1,103 Investing activities: Loans to subsidiaries (91 ) (1,943 ) (1,554 ) 3,588 — Capital expenditures and capitalized software development costs — — (157 ) — (157 ) Increase in restricted cash and investments — — (75 ) — (75 ) Other investing activities — — (70 ) — (70 ) Net cash used in investing activities (91 ) (1,943 ) (1,856 ) 3,588 (302 ) Financing activities: Repayments of commercial paper, net (780 ) (1 ) — — (781 ) Intercompany borrowing 1,152 1,885 551 (3,588 ) — Dividends to shareholders (205 ) — — — (205 ) Intercompany dividends — — (65 ) 65 — Other financing activities (35 ) — (10 ) — (45 ) Net cash provided by (used in) financing activities 132 1,884 476 (3,523 ) (1,031 ) Effect of exchange rates on cash and cash equivalents — — (7 ) — (7 ) Net increase (decrease) in cash and cash equivalents 1 — (238 ) — (237 ) Cash and cash equivalents, beginning of period 1 — 626 — 627 Cash and cash equivalents, end of period $ 2 $ — $ 388 $ — $ 390 |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting We operate two business segments: our Trading and Clearing segment and our Data and Listings segment. This presentation is reflective of how our chief operating decision maker reviews and operates our business. Our Trading and Clearing segment comprises our transaction-based execution and clearing businesses. Our Data and Listings segment comprises our subscription-based data services and securities listings businesses. Our chief operating decision maker does not review total assets, intersegment revenues/expenses or statements of income below operating income by segments; therefore, such information is not presented below. Financial data for our business segments is as follows for the six months and three months ended June 30, 2017 and 2016 (in millions): Trading and Clearing Segment Data and Listings Segment Consolidated Six Months Ended June 30, 2017: Revenues, less transaction-based expenses $ 1,088 $ 1,254 $ 2,342 Operating expenses 430 721 1,151 Operating income 658 533 1,191 Six Months Ended June 30, 2016: Revenues, less transaction-based expenses $ 1,101 $ 1,182 $ 2,283 Operating expenses 427 721 1,148 Operating income 674 461 1,135 Trading and Clearing Segment Data and Listings Segment Consolidated Three Months Ended June 30, 2017 Revenues, less transaction-based expenses $ 550 $ 628 $ 1,178 Operating expenses 214 355 569 Operating income 336 273 609 Three Months Ended June 30, 2016 Revenues, less transaction-based expenses $ 527 $ 602 $ 1,129 Operating expenses 214 364 578 Operating income 313 238 551 Revenue from two clearing members of our Trading and Clearing segment comprised 10% of our Trading and Clearing revenues for the six months and three months ended June 30, 2017 and revenue from one clearing members of our Trading and Clearing segment comprised 10% of our Trading and Clearing revenues for the six months ended June 30, 2016. Clearing members are primarily intermediaries and represent a broad range of principal trading firms. If a clearing member ceased its operations, we believe that the trading firms would continue to conduct transactions and would clear those transactions through another clearing member firm. No additional customers or clearing members accounted for more than 10% of our segment revenues or consolidated revenues for the six months and three months ended June 30, 2017 and 2016 . |
Earnings Per Common Share
Earnings Per Common Share | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | Earnings Per Common Share The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per common share computations for the six months and three months ended June 30, 2017 and 2016 (in millions, except per share amounts): Six Months Ended Three Months Ended June 30, 2017 2016 2017 2016 Basic: Net income attributable to Intercontinental Exchange, Inc. $ 920 $ 726 $ 418 $ 357 Weighted average common shares outstanding 593 595 591 595 Basic earnings per common share $ 1.55 $ 1.22 $ 0.71 $ 0.60 Diluted: Weighted average common shares outstanding 593 595 591 595 Effect of dilutive securities - stock options and restricted shares 4 3 4 4 Diluted weighted average common shares outstanding 597 598 595 599 Diluted earnings per common share $ 1.54 $ 1.21 $ 0.70 $ 0.60 Basic earnings per common share is calculated using the weighted average common shares outstanding during the period. Common equivalent shares from stock options and restricted stock awards, using the treasury stock method, are included in the diluted per share calculations unless the effect of their inclusion would be antidilutive. During the six months ended June 30, 2017 and 2016 , 726,696 and 751,615 outstanding stock options, respectively, were not included in the computation of diluted earnings per common share since the inclusion would have had an antidilutive effect because the outstanding stock option exercise prices were greater than the average market price of the common shares during the relevant periods. Certain figures in the table above may not recalculate due to rounding. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events We have evaluated subsequent events and determined that no events or transactions met the definition of a subsequent event for purposes of recognition or disclosure in the accompanying consolidated financial statements. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared by us in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, pursuant to the rules and regulations of the Securities and Exchange Commission, or SEC, regarding interim financial reporting. Accordingly, the unaudited consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and should be read in conjunction with our audited consolidated financial statements and related notes thereto for the year ended December 31, 2016 . The accompanying unaudited consolidated financial statements reflect all adjustments that are, in our opinion, necessary for a fair presentation of results for the interim periods presented. These adjustments are of a normal recurring nature. Preparing financial statements requires us to make certain estimates and assumptions that affect the amounts that are reported in the consolidated financial statements and accompanying disclosures. Although these estimates are based on our best knowledge of current events and actions that we may undertake in the future, actual results may be different from these estimates. The results of operations for the six months and three months ended June 30, 2017 are not necessarily indicative of the results to be expected for any future period or the full fiscal year. The accompanying unaudited consolidated financial statements include the accounts of us and our wholly-owned and controlled subsidiaries. All intercompany balances and transactions between us and our wholly-owned and controlled subsidiaries have been eliminated in the consolidation. For those consolidated subsidiaries in which our ownership is less than 100% and for which we have control over the assets and liabilities and the management of the entity, the outside stockholders’ interests are shown as non-controlling interests. In instances where outside stockholders’ hold an option to require us to repurchase the outside stockholders’ interest, these interests are shown as redeemable non-controlling interests. |
Held for Sale | Held for Sale We classify long-lived assets or disposal groups as held for sale in the period in which all of the following criteria are met: management commits to a plan to sell; the long-lived asset or disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such long-lived assets or disposal groups; an active program to locate a buyer and other actions required to complete the plan to sell have been initiated; the sale is probable within one year; the asset or disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Long-lived assets and disposal groups classified as held for sale are measured at the lower of their carrying amount or fair value less costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized until the date of sale. The fair value of a long-lived asset less any costs to sell is assessed each reporting period it remains classified as held for sale, and any change in fair value is reported as an adjustment to the carrying value of the asset, except that increases in fair value are limited to prior decreases recorded. Upon being classified as held for sale, depreciation and amortization is ceased. |
New and Recently Adopted Accounting Pronouncements | New and Recently Adopted Accounting Pronouncements The Financial Accounting Standards Board, or FASB, has issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) , or ASU 606. ASU 606 provides guidance outlining a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers that supersedes most current revenue recognition guidance. This guidance requires us to recognize revenue when we transfer promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We are required to adopt ASU 606 at the beginning of our first quarter of fiscal 2018. The new guidance requires enhanced disclosures, including revenue recognition policies to identify performance obligations to customers and significant judgments in measurement and recognition. The new guidance may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. We are currently evaluating the overall impact this guidance will have on our consolidated financial statements, as well as the method of adoption. Based on our preliminary assessment, we expect that the adoption may accelerate the timing of recognition of a portion of original and supplemental listing fees related to our NYSE businesses, which are currently deferred over an estimated customer life of nine and five years, respectively. We are continuing our assessment, which may identify other impacts of the adoption of ASU 606. The FASB has issued Accounting Standards Update No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, or ASU 2016-01. ASU 2016-01 provides updated guidance for the recognition, measurement, presentation, and disclosure of certain financial assets and liabilities, including the requirement that equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) are to be measured at fair value with changes in fair value recognized in net income. ASU 2016-01 is effective for annual and interim reporting periods beginning after December 15, 2017. With the sale of our Cetip investment, we no longer have any equity investments that would be required to be measured at fair value with changes in fair value recognized in net income (Note 11). The FASB has issued Accounting Standards Update No. 2016-02, Leases, or ASU 2016-02. ASU 2016-02 requires an entity to recognize both assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. A lessee should recognize in its balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018, with early adoption permitted. We will not adopt ASU 2016-02 early, but we are currently evaluating this guidance to determine the potential impact on our consolidated financial statements. The FASB has issued Accounting Standards Update No. 2016-18, Statement of Cash Flows: Restricted Cash , or ASU 2016-18, that will require entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. When cash, cash equivalents, restricted cash and restricted cash equivalents are presented in more than one line item on the balance sheet, the new guidance requires a reconciliation of the totals in the statement of cash flows to the related captions in the balance sheet. This reconciliation can be presented either on the face of the statement of cash flows or in the notes to the financial statements. Entities will also have to disclose the nature of their restricted cash and restricted cash equivalent balances. ASU 2016-18 becomes effective for us in fiscal years beginning after December 15, 2017, and interim periods within those years, with early adoption permitted. We will be required to apply the guidance retrospectively when adopted, and provide the relevant disclosures in the first interim and annual periods in which we adopt the guidance. We will not adopt ASU 2016-18 early, but do expect to be impacted by the new presentation and disclosure requirements required by ASU 2016-18 due to our restricted and unrestricted cash balances. |
Goodwill and Other Intangible25
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedules of intangible assets and goodwill | The following is a summary of the activity in the other intangible assets balance for the six months ended June 30, 2017 (in millions): Other intangible assets balance at December 31, 2016 $ 10,420 Acquisitions (divestitures), net 5 Foreign currency translation 43 Reclassification to held for sale (214 ) Other activity, net (9 ) Amortization of other intangible assets (142 ) Other intangible assets balance at June 30, 2017 $ 10,103 The following is a summary of the activity in the goodwill balance for the six months ended June 30, 2017 (in millions): Goodwill balance at December 31, 2016 $ 12,291 Acquisitions (divestitures), net 1 Foreign currency translation 43 Reclassification to held for sale (331 ) Other activity, net (3 ) Goodwill balance at June 30, 2017 $ 12,001 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Revenue Recognition [Abstract] | |
Schedule of deferred revenue | The changes in our deferred revenue during the six months ended June 30, 2017 are as follows (in millions): Annual Listings Revenue Original Listings Revenues Other Listings Revenues Data Services and Other Revenues Total Deferred revenue balance at December 31, 2016 $ — $ 66 $ 83 $ 88 $ 237 Additions 366 12 39 256 673 Amortization (184 ) (7 ) (21 ) (214 ) (426 ) Less NYSE Governance Services, IDMS and Trayport (Notes 3 and 10) — — — (10 ) (10 ) Deferred revenue balance at June 30, 2017 $ 182 $ 71 $ 101 $ 120 $ 474 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of total debt | Our total debt, including short-term and long-term debt, consisted of the following as of June 30, 2017 and December 31, 2016 (in millions): As of As of Debt: Commercial Paper $ 1,173 $ 1,642 NYSE Notes (2.00% senior unsecured notes due October 5, 2017) 850 851 Short-term debt 2,023 2,493 2018 Senior Notes (2.50% senior unsecured notes due October 15, 2018) 598 598 2020 Senior Notes (2.75% senior unsecured notes due December 1, 2020) 1,243 1,242 2023 Senior Notes (4.00% senior unsecured notes due October 15, 2023) 791 790 2025 Senior Notes (3.75% senior unsecured notes due December 1, 2025) 1,242 1,241 Long-term debt 3,874 3,871 Total debt $ 5,897 $ 6,364 |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Summary of stock options | The following is a summary of stock options for the six months ended June 30, 2017 : Number of Options Weighted Average Outstanding at December 31, 2016 3,878,705 $ 36.05 Granted 730,913 57.34 Exercised (220,020 ) 27.56 Outstanding at June 30, 2017 4,389,598 40.02 |
Details of stock options outstanding | Details of stock options outstanding as of June 30, 2017 are as follows: Number of Options Weighted Average Weighted Average Aggregate Vested or expected to vest 4,389,598 $ 40.02 6.8 $ 114 Exercisable 3,097,035 $ 34.58 5.9 $ 97 |
Stock options valuation assumptions | During the six months ended June 30, 2017 and 2016 , we used the weighted-average assumptions in the table below to compute the value of all options for shares of common stock granted to employees: Six Months Ended June 30, Assumptions: 2017 2016 Risk-free interest rate 1.84 % 1.51 % Expected life in years 5.0 5.0 Expected volatility 21 % 24 % Expected dividend yield 1.40 % 1.36 % Estimated weighted-average fair value of options granted per share $ 10.50 $ 9.88 |
Summary of nonvested restricted stock options | The following is a summary of the non-vested restricted shares for the six months ended June 30, 2017 : Number of Weighted Average Non-vested at December 31, 2016 6,435,871 $ 45.33 Granted 3,148,277 57.19 Vested (3,265,749) 44.51 Forfeited (270,695) 51.06 Non-vested at June 30, 2017 6,047,704 52.25 |
Clearing Organizations (Tables)
Clearing Organizations (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Brokers and Dealers [Abstract] | |
Schedule of margin deposits and guaranty funds assets | As of June 30, 2017 , our cash margin deposits and guaranty fund were as follows for the ICE Clearing Houses (in millions): ICE Clear Europe ICE Clear ICE Clear US Other ICE Clearing Houses Total Original margin $ 20,898 $ 21,883 $ 5,410 $ 90 $ 48,281 Guaranty fund 2,625 2,332 317 30 5,304 Total $ 23,523 $ 24,215 $ 5,727 $ 120 $ 53,585 As of December 31, 2016 , our cash margin deposits and guaranty fund were as follows for the ICE Clearing Houses (in millions): ICE Clear Europe ICE Clear ICE Clear US Other ICE Clearing Houses Total Original margin $ 27,046 $ 16,833 $ 6,184 $ 107 $ 50,170 Guaranty fund 2,444 2,135 316 85 4,980 Total $ 29,490 $ 18,968 $ 6,500 $ 192 $ 55,150 |
Schedule of assets pledged by clearing members | As of June 30, 2017 and December 31, 2016 , the assets pledged by the clearing members as original margin and guaranty fund deposits for each of the ICE Clearing Houses are detailed below (in millions): As of June 30, 2017 As of December 31, 2016 ICE Clear Europe ICE Clear Credit ICE Clear US Other ICE Clearing Houses ICE Clear Europe ICE Clear Credit ICE Clear US Other ICE Clearing Houses Original margin: Government securities at face value $ 26,131 $ 4,201 $ 11,926 $ 19 $ 22,961 $ 6,013 $ 10,542 $ 37 Other — — — — — — — 368 Total $ 26,131 $ 4,201 $ 11,926 $ 19 $ 22,961 $ 6,013 $ 10,542 $ 405 Guaranty fund: Government securities at face value $ 311 $ 44 $ 163 $ 3 $ 217 $ 178 $ 147 $ 40 |
Held for Sale (Tables)
Held for Sale (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal groups, including discontinued Operations | The carrying amounts of the major classes of assets and liabilities of Trayport are as follows as of June 30, 2017 (in millions): Assets held for sale: Cash and cash equivalents $ 6 Goodwill 331 Other intangibles, net 214 Other current and non-current assets 27 Total assets held for sale (included in prepaid expenses and other current assets) $ 578 Liabilities held for sale: Deferred tax liabilities, net $ 38 Other current and non-current liabilities 19 Total liabilities held for sale (included in other current liabilities) $ 57 Accumulated other comprehensive loss from foreign currency translation classified as held for sale in equity $ 89 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Financial instruments measured at fair value on a recurring basis | Financial instruments measured at fair value on a recurring basis as of June 30, 2017 and December 31, 2016 are as follows (in millions): As of June 30, 2017 As of December 31, 2016 Level 1 Level 2 and 3 Total Level 1 Level 2 and 3 Total Assets at fair value: Long-term investment in equity securities $ — $ — $ — $ 432 $ — $ 432 U.S. Treasury securities 469 — 469 500 — 500 Mutual Funds 17 — 17 23 — 23 Total assets at fair value $ 486 $ — $ 486 $ 955 $ — $ 955 |
Condensed Consolidating Finan32
Condensed Consolidating Financial Statements (Unaudited) (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Condensed Consolidating Financial Statements [Abstract] | |
Condensed balance sheet | Condensed Consolidating Balance Sheets As of June 30, 2017 (In millions) ICE (Parent) Subsidiary Subsidiary Consolidating Adjustments Consolidated Total Current assets: Cash and cash equivalents $ 1 $ — $ 397 $ — $ 398 Intercompany receivable 2,398 — — (2,398 ) — Margin deposits and guaranty funds — — 53,585 — 53,585 Notes receivable from affiliate, current — 281 42 (323 ) — Other current assets 2 — 2,463 — 2,465 Total current assets 2,401 281 56,487 (2,721 ) 56,448 Property and equipment, net — — 1,161 — 1,161 Other non-current assets: Goodwill and other intangible assets, net — — 22,104 — 22,104 Investment in subsidiaries 24,302 13,912 — (38,214 ) — Notes receivable from affiliate, non-current 620 6,602 8,405 (15,627 ) — Other non-current assets 106 11 494 — 611 Total other non-current assets 25,028 20,525 31,003 (53,841 ) 22,715 Total assets $ 27,429 $ 20,806 $ 88,651 $ (56,562 ) $ 80,324 Current liabilities: Short-term debt $ 1,173 $ 850 $ — $ — $ 2,023 Margin deposits and guaranty funds — — 53,585 — 53,585 Intercompany payable — 1,805 593 (2,398 ) — Notes payable to affiliates, current 283 40 — (323 ) — Other current liabilities 20 — 1,191 — 1,211 Total current liabilities 1,476 2,695 55,369 (2,721 ) 56,819 Non-current liabilities: Long-term debt 3,874 — — — 3,874 Notes payable to affiliates, non-current 6,177 2,228 7,222 (15,627 ) — Other non-current liabilities 4 — 3,694 — 3,698 Total non-current liabilities 10,055 2,228 10,916 (15,627 ) 7,572 Total liabilities 11,531 4,923 66,285 (18,348 ) 64,391 Equity: Total shareholders’ equity 15,898 15,883 22,331 (38,214 ) 15,898 Non-controlling interest in consolidated subsidiaries — — 35 — 35 Total equity 15,898 15,883 22,366 (38,214 ) 15,933 Total liabilities and equity $ 27,429 $ 20,806 $ 88,651 $ (56,562 ) $ 80,324 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 Note 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 ) — Note 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 |
Condensed income statement | Condensed Consolidating Statements of Income Three Months Ended June 30, 2016 (In millions) ICE (Parent) Subsidiary Guarantor - NYSE Holdings Subsidiary Consolidating Adjustments Consolidated Total Revenues: Transaction and clearing, net $ — $ — $ 860 $ — $ 860 Data services — — 497 — 497 Listings and other revenues — — 147 — 147 Revenues — — 1,504 — 1,504 Transaction-based expenses — — 375 — 375 Revenues, less transaction-based expenses — — 1,129 — 1,129 Operating expenses: Compensation and benefits 1 — 235 — 236 Acquisition-related transaction and integration costs — — 20 — 20 Technology and communication — — 92 — 92 Selling, general, administrative and other — — 84 — 84 Depreciation and amortization — — 146 — 146 Operating expenses 1 — 577 — 578 Operating income (loss) (1 ) — 552 — 551 Intercompany interest on loans (6 ) 8 (2 ) — — Other income (expense), net (38 ) (4 ) 7 — (35 ) Total other income (expense), net (44 ) 4 5 — (35 ) Income (loss) before income taxes (45 ) 4 557 — 516 Income tax expense — — 153 — 153 Equity earnings from subsidiaries 402 324 — (726 ) — Net income $ 357 $ 328 $ 404 $ (726 ) $ 363 Net income attributable to non-controlling interest — — (6 ) — (6 ) Net income attributable to ICE $ 357 $ 328 $ 398 $ (726 ) $ 357 Condensed Consolidating Statements of Income Six Months Ended June 30, 2017 (In millions) ICE (Parent) Subsidiary Subsidiary Consolidating Adjustments Consolidated Total Revenues: Transaction and clearing, net $ — $ — $ 1,615 $ — $ 1,615 Data services — — 1,041 — 1,041 Listings and other revenues — — 307 — 307 Revenues — — 2,963 — 2,963 Transaction-based expenses — — 621 — 621 Revenues, less transaction-based expenses — — 2,342 — 2,342 Operating expenses: Compensation and benefits 1 — 478 — 479 Acquisition-related transaction and integration costs — — 23 — 23 Technology and communication — — 195 — 195 Selling, general, administrative and other — — 178 — 178 Depreciation and amortization — — 276 — 276 Operating expenses 1 — 1,150 — 1,151 Operating income (loss) (1 ) — 1,192 — 1,191 Intercompany interest on loans (25 ) 35 (10 ) — — Other income (expense), net (71 ) (8 ) 176 — 97 Total other income (expense), net (96 ) 27 166 — 97 Income (loss) before income taxes (97 ) 27 1,358 — 1,288 Income tax expense — — 352 — 352 Equity earnings from subsidiaries 1,017 765 — (1,782 ) — Net income $ 920 $ 792 $ 1,006 $ (1,782 ) $ 936 Net income attributable to non-controlling interest — — (16 ) — (16 ) Net income attributable to ICE $ 920 $ 792 $ 990 $ (1,782 ) $ 920 Condensed Consolidating Statements of Income Three Months Ended June 30, 2017 (In millions) ICE (Parent) Subsidiary Subsidiary Consolidating Adjustments Consolidated Total Revenues: Transaction and clearing, net $ — $ — $ 817 $ — $ 817 Data services — — 521 — 521 Listings and other revenues — — 156 — 156 Revenues — — 1,494 — 1,494 Transaction-based expenses — — 316 — 316 Revenues, less transaction-based expenses — — 1,178 — 1,178 Operating expenses: Compensation and benefits — — 234 — 234 Acquisition-related transaction and integration costs — — 9 — 9 Technology and communication — — 97 — 97 Selling, general, administrative and other — — 87 — 87 Depreciation and amortization — — 142 — 142 Operating expenses — — 569 — 569 Operating income — — 609 — 609 Intercompany interest on loans (15 ) 17 (2 ) — — Other expense, net (34 ) (4 ) (6 ) — (44 ) Total other income (expense), net (49 ) 13 (8 ) — (44 ) Income (loss) before income taxes (49 ) 13 601 — 565 Income tax expense — — 139 — 139 Equity earnings from subsidiaries 467 335 — (802 ) — Net income $ 418 $ 348 $ 462 $ (802 ) $ 426 Net income attributable to non-controlling interest — — (8 ) — (8 ) Net income attributable to ICE $ 418 $ 348 $ 454 $ (802 ) $ 418 Condensed Consolidating Statements of Income Six Months Ended June 30, 2016 (In millions) ICE (Parent) Subsidiary Guarantor - NYSE Holdings Subsidiary Consolidating Adjustments Consolidated Total Revenues: Transaction and clearing, net $ — $ — $ 1,789 $ — $ 1,789 Data services — — 974 — 974 Listings and other revenues — — 295 — 295 Revenues — — 3,058 — 3,058 Transaction-based expenses — — 775 — 775 Revenues, less transaction-based expenses — — 2,283 — 2,283 Operating expenses: Compensation and benefits 1 — 471 — 472 Acquisition-related transaction and integration costs — — 47 — 47 Technology and communication — — 184 — 184 Selling, general, administrative and other — — 156 — 156 Depreciation and amortization — — 289 — 289 Operating expenses 1 — 1,147 — 1,148 Operating income (loss) (1 ) — 1,136 — 1,135 Intercompany interest on loans (10 ) 16 (6 ) — — Other income (expense), net (79 ) (8 ) 8 — (79 ) Total other income (expense), net (89 ) 8 2 — (79 ) Income (loss) before income taxes (90 ) 8 1,138 — 1,056 Income tax expense — — 316 — 316 Equity earnings from subsidiaries 816 611 — (1,427 ) — Net income $ 726 $ 619 $ 822 $ (1,427 ) $ 740 Net income attributable to non-controlling interest — — (14 ) — (14 ) Net income attributable to ICE $ 726 $ 619 $ 808 $ (1,427 ) $ 726 |
Condensed comprehensive income statement | Condensed Consolidating Statements of Comprehensive Income Three Months Ended June 30, 2017 (In millions) ICE (Parent) Subsidiary Subsidiary Consolidating Adjustments Consolidated Total Net income $ 418 $ 348 $ 462 $ (802 ) $ 426 Other comprehensive income: Foreign currency translation adjustments — — 60 — 60 Total other comprehensive income — — 60 — 60 Comprehensive income of subsidiaries 60 49 — (109 ) — Comprehensive income 478 397 522 (911 ) 486 Comprehensive income attributable to non-controlling interests — — (8 ) — (8 ) Comprehensive income attributable to ICE $ 478 $ 397 $ 514 $ (911 ) $ 478 Condensed Consolidating Statements of Comprehensive Income Six Months Ended June 30, 2016 (In millions) ICE (Parent) Subsidiary Guarantor - NYSE Holdings Subsidiary Consolidating Adjustments Consolidated Total Net income $ 726 $ 619 $ 822 $ (1,427 ) $ 740 Other comprehensive income (loss): Foreign currency translation adjustments — — (199 ) — (199 ) Change in fair value of available-for-sale-securities — — 129 — 129 Total other comprehensive loss — — (70 ) — (70 ) Comprehensive loss of subsidiaries (70 ) (18 ) — 88 — Comprehensive income 656 601 752 (1,339 ) 670 Comprehensive income attributable to non-controlling interests — — (14 ) — (14 ) Comprehensive income attributable to ICE $ 656 $ 601 $ 738 $ (1,339 ) $ 656 Condensed Consolidating Statements of Comprehensive Income Three Months Ended June 30, 2016 (In millions) ICE (Parent) Subsidiary Guarantor - NYSE Holdings Subsidiary Consolidating Adjustments Consolidated Total Net income $ 357 $ 328 $ 404 $ (726 ) $ 363 Other comprehensive income (loss): Foreign currency translation adjustments — — (125 ) — (125 ) Change in fair value of available-for-sale-securities — — 75 — 75 Total other comprehensive loss — — (50 ) — (50 ) Comprehensive loss of subsidiaries (50 ) (28 ) — 78 — Comprehensive income 307 300 354 (648 ) 313 Comprehensive income attributable to non-controlling interests — — (6 ) — (6 ) Comprehensive income attributable to ICE $ 307 $ 300 $ 348 $ (648 ) $ 307 Condensed Consolidating Statements of Comprehensive Income Six Months Ended June 30, 2017 (In millions) ICE (Parent) Subsidiary Subsidiary Consolidating Adjustments Consolidated Total Net income $ 920 $ 792 $ 1,006 $ (1,782 ) $ 936 Other comprehensive income (loss): Foreign currency translation adjustments — — 85 — 85 Change in fair value of available-for-sale-securities — — 68 — 68 Reclassification of realized gain on available-for-sale investment to other income — — (176 ) — (176 ) Total other comprehensive loss — — (23 ) — (23 ) Comprehensive loss of subsidiaries (23 ) (38 ) — 61 — Comprehensive income 897 754 983 (1,721 ) 913 Comprehensive income attributable to non-controlling interests — — (16 ) — (16 ) Comprehensive income attributable to ICE $ 897 $ 754 $ 967 $ (1,721 ) $ 897 |
Condensed cash flow statement | Intercontinental Exchange, Inc. Condensed Consolidating Statements of Cash Flows Six Months Ended June 30, 2017 (In millions) ICE (Parent) Subsidiary Subsidiary Non-Guarantors Consolidating Adjustments Consolidated Total Net cash provided by (used in) operating activities $ (14 ) $ 121 $ 951 $ 40 $ 1,098 Investing activities: Cash received for divestitures (net of cash paid for acquisitions) — — 10 — 10 Loans to subsidiaries (63 ) (644 ) (2,051 ) 2,758 — Capital expenditures and capitalized software development costs — — (150 ) — (150 ) Increase in restricted cash and investments — — (89 ) — (89 ) Proceeds from sale of Cetip, net — — 438 — 438 Net cash provided by (used in) investing activities (63 ) (644 ) (1,842 ) 2,758 209 Financing activities: Repayments of commercial paper, net (469 ) — — — (469 ) Intercompany borrowing 1,398 523 837 (2,758 ) — Dividends to shareholders (239 ) — — — (239 ) Intercompany dividends — — 40 (40 ) — Repurchases of common stock (469 ) — — — (469 ) Other financing activities (144 ) — — — (144 ) Net cash provided by (used in) financing activities 77 523 877 (2,798 ) (1,321 ) Effect of exchange rates on cash and cash equivalents — — 5 — 5 Net decrease in cash and cash equivalents — — (9 ) — (9 ) Cash and cash equivalents, beginning of period 1 — 406 — 407 Cash and cash equivalents, end of period $ 1 $ — $ 397 $ — $ 398 Intercontinental Exchange, Inc. Condensed Consolidating Statements of Cash Flows Six Months Ended June 30, 2016 (In millions) ICE (Parent) Subsidiary Guarantor - NYSE Holdings Subsidiary Non-Guarantors Consolidating Adjustments Consolidated Total Net cash provided by (used in) operating activities $ (40 ) $ 59 $ 1,149 $ (65 ) $ 1,103 Investing activities: Loans to subsidiaries (91 ) (1,943 ) (1,554 ) 3,588 — Capital expenditures and capitalized software development costs — — (157 ) — (157 ) Increase in restricted cash and investments — — (75 ) — (75 ) Other investing activities — — (70 ) — (70 ) Net cash used in investing activities (91 ) (1,943 ) (1,856 ) 3,588 (302 ) Financing activities: Repayments of commercial paper, net (780 ) (1 ) — — (781 ) Intercompany borrowing 1,152 1,885 551 (3,588 ) — Dividends to shareholders (205 ) — — — (205 ) Intercompany dividends — — (65 ) 65 — Other financing activities (35 ) — (10 ) — (45 ) Net cash provided by (used in) financing activities 132 1,884 476 (3,523 ) (1,031 ) Effect of exchange rates on cash and cash equivalents — — (7 ) — (7 ) Net increase (decrease) in cash and cash equivalents 1 — (238 ) — (237 ) Cash and cash equivalents, beginning of period 1 — 626 — 627 Cash and cash equivalents, end of period $ 2 $ — $ 388 $ — $ 390 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information, by segment | Financial data for our business segments is as follows for the six months and three months ended June 30, 2017 and 2016 (in millions): Trading and Clearing Segment Data and Listings Segment Consolidated Six Months Ended June 30, 2017: Revenues, less transaction-based expenses $ 1,088 $ 1,254 $ 2,342 Operating expenses 430 721 1,151 Operating income 658 533 1,191 Six Months Ended June 30, 2016: Revenues, less transaction-based expenses $ 1,101 $ 1,182 $ 2,283 Operating expenses 427 721 1,148 Operating income 674 461 1,135 Trading and Clearing Segment Data and Listings Segment Consolidated Three Months Ended June 30, 2017 Revenues, less transaction-based expenses $ 550 $ 628 $ 1,178 Operating expenses 214 355 569 Operating income 336 273 609 Three Months Ended June 30, 2016 Revenues, less transaction-based expenses $ 527 $ 602 $ 1,129 Operating expenses 214 364 578 Operating income 313 238 551 |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Reconciliation of the numerators and denominators of basic and diluted earnings per Common share | The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per common share computations for the six months and three months ended June 30, 2017 and 2016 (in millions, except per share amounts): Six Months Ended Three Months Ended June 30, 2017 2016 2017 2016 Basic: Net income attributable to Intercontinental Exchange, Inc. $ 920 $ 726 $ 418 $ 357 Weighted average common shares outstanding 593 595 591 595 Basic earnings per common share $ 1.55 $ 1.22 $ 0.71 $ 0.60 Diluted: Weighted average common shares outstanding 593 595 591 595 Effect of dilutive securities - stock options and restricted shares 4 3 4 4 Diluted weighted average common shares outstanding 597 598 595 599 Diluted earnings per common share $ 1.54 $ 1.21 $ 0.70 $ 0.60 |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Narrative (Details) | Mar. 31, 2017USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Jun. 01, 2017USD ($) | May 01, 2017countryvenue | Apr. 30, 2017 | Jan. 31, 2017 | Dec. 31, 2016 |
TMX Atrium | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of voting interests acquired | 100.00% | |||||||
Number of countries in which entity operates | country | 12 | |||||||
Number of trading venues | venue | 30 | |||||||
NYSE National | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of voting interests acquired | 100.00% | |||||||
Non - Intercontinental Exchange Inc Limited Partners | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of net profit sharing interest held | 39.30% | 42.50% | ||||||
Percentage of profit sharing interest purchased | 3.20% | |||||||
Gasunie | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of voting interests acquired | 21.00% | 21.00% | 21.00% | |||||
ABN AMRO Clearing Bank N.V | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of voting interests acquired | 25.00% | 25.00% | 25.00% | |||||
ICE Endex and ICE Clear Netherlands | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of voting interests acquired | 100.00% | 100.00% | ||||||
Bank of America Merrill Lynch Index Platform | ||||||||
Business Acquisition [Line Items] | ||||||||
Transaction costs | $ 1,000,000,000,000 | |||||||
NYSE Governance Services | ||||||||
Business Acquisition [Line Items] | ||||||||
Loss on disposition of business | $ 6,000,000 | $ 6,000,000 | ||||||
Interactive Data Managed Solutions | ||||||||
Business Acquisition [Line Items] | ||||||||
Loss on disposition of business | $ 0 |
Goodwill and Other Intangible36
Goodwill and Other Intangible Assets - Goodwill Rollforward (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Goodwill [Roll Forward] | |
Goodwill balance at December 31, 2016 | $ 12,291 |
Acquisitions (divestitures), net | 1 |
Foreign currency translation | 43 |
Reclassification to held for sale | (331) |
Other activity, net | (3) |
Goodwill balance at June 30, 2017 | $ 12,001 |
Goodwill and Other Intangible37
Goodwill and Other Intangible Assets - Other Intangible Rollforward (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Finite-lived Intangible Assets [Roll Forward] | |
Other intangible assets balance at December 31, 2016 | $ 10,420 |
Acquisitions (divestitures), net | 5 |
Foreign currency translation | 43 |
Reclassification to held for sale | (214) |
Other activity, net | (9) |
Amortization of other intangible assets | (142) |
Other intangible assets balance at June 30, 2017 | $ 10,103 |
Deferred Revenue (Details)
Deferred Revenue (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | |
Movement in Deferred Revenue [Roll Forward] | ||
Deferred revenue balance at December 31, 2016 | $ 237 | |
Additions | 673 | |
Amortization | (426) | |
Less NYSE Governance Services, IDMS and Trayport | (10) | |
Deferred revenue balance at June 30, 2017 | 474 | |
Deferred revenue | 338 | $ 114 |
Noncurrent deferred revenue | 136 | |
Annual Listings Revenue | ||
Movement in Deferred Revenue [Roll Forward] | ||
Deferred revenue balance at December 31, 2016 | 0 | |
Additions | 366 | |
Amortization | (184) | |
Less NYSE Governance Services, IDMS and Trayport | 0 | |
Deferred revenue balance at June 30, 2017 | 182 | |
Original Listings Revenues | ||
Movement in Deferred Revenue [Roll Forward] | ||
Deferred revenue balance at December 31, 2016 | 66 | |
Additions | 12 | |
Amortization | (7) | |
Less NYSE Governance Services, IDMS and Trayport | 0 | |
Deferred revenue balance at June 30, 2017 | 71 | |
Other Listings Revenues | ||
Movement in Deferred Revenue [Roll Forward] | ||
Deferred revenue balance at December 31, 2016 | 83 | |
Additions | 39 | |
Amortization | (21) | |
Less NYSE Governance Services, IDMS and Trayport | 0 | |
Deferred revenue balance at June 30, 2017 | 101 | |
Data Services and Other Revenues | ||
Movement in Deferred Revenue [Roll Forward] | ||
Deferred revenue balance at December 31, 2016 | 88 | |
Additions | 256 | |
Amortization | (214) | |
Less NYSE Governance Services, IDMS and Trayport | (10) | |
Deferred revenue balance at June 30, 2017 | $ 120 |
Debt - Total Debt Schedule (Det
Debt - Total Debt Schedule (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Commercial Paper | $ 1,173 | $ 1,642 |
Short-term debt | 2,023 | 2,493 |
Long-term debt | 3,874 | 3,871 |
Total debt | $ 5,897 | 6,364 |
NYSE Notes (2.00% senior unsecured notes due October 5, 2017) | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 2.00% | |
NYSE Notes (2.00% senior unsecured notes due October 5, 2017) | $ 850 | 851 |
2018 Senior Notes (2.50% senior unsecured notes due October 15, 2018) | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 2.50% | |
Senior Notes | $ 598 | 598 |
2020 Senior Notes (2.75% senior unsecured notes due December 1, 2020) | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 2.75% | |
Senior Notes | $ 1,240 | 1,242 |
2023 Senior Notes (4.00% senior unsecured notes due October 15, 2023) | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 4.00% | |
Senior Notes | $ 791 | 790 |
2025 Senior Notes (3.75% senior unsecured notes due December 1, 2025) | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 3.75% | |
Senior Notes | $ 1,240 | $ 1,241 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 6 Months Ended | ||||
Jun. 30, 2017 | Jun. 30, 2016 | Apr. 03, 2019 | Nov. 30, 2015 | Nov. 13, 2013 | |
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | $ 3,000,000,000 | $ 3,400,000,000 | |||
Additional borrowing capacity (up to) | 1,000,000,000 | ||||
Amount of debt outstanding | 0 | ||||
Funds reserved for commercial paper program | 1,200,000,000 | ||||
Funds available to use for working capital and general and corporate purposes | $ 2,200,000,000 | ||||
Weighted average interest rate | 1.16% | ||||
Weighted average maturity period | 21 days | ||||
Repayments of commercial paper | $ 469,000,000 | $ 781,000,000 | |||
Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Commercial paper maturities | 3 days | ||||
Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Commercial paper maturities | 75 days | ||||
Scenario, Forecast | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | $ 3,200,000,000 | ||||
NYSE Notes | |||||
Line of Credit Facility [Line Items] | |||||
Senior unsecured fixed rate debt | $ 850,000,000 | ||||
Percentage bearing fixed interest rate | 2.00% |
Equity - Narrative (Details)
Equity - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jan. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Aug. 31, 2016 | |
Class of Stock [Line Items] | |||||||
Non-cash expense recognized | $ 34,000,000 | $ 31,000,000 | $ 68,000,000 | $ 60,000,000 | |||
Vested stock options (in shares) | 3,148,277 | ||||||
Stock-based compensation | $ 68,000,000 | 60,000,000 | |||||
Fair value of restricted stock | 203,000,000 | $ 112,000,000 | |||||
Authorized amount | $ 481,000,000 | $ 481,000,000 | $ 1,000,000,000 | ||||
Repurchases of common stock (in shares) | 7,827,513 | ||||||
Repurchases of common stock | $ 469,000,000 | $ 50,000,000 | |||||
Dividend per share (in dollars per share) | $ 0.20 | $ 0.17 | $ 0.40 | $ 0.34 | |||
Dividends, common stock, cash | $ 239,000,000 | $ 205,000,000 | |||||
Employee Stock Option | |||||||
Class of Stock [Line Items] | |||||||
Intrinsic value of shares | $ 4,000,000 | $ 7,000,000 | 7,000,000 | $ 10,000,000 | |||
Unrecognized compensation expense | 12,000,000 | $ 12,000,000 | |||||
Cost not yet recognized, period for recognition | 2 years | ||||||
Performance Based Restricted Stock Units | |||||||
Class of Stock [Line Items] | |||||||
Unrecognized compensation expense | $ 42,000,000 | 30,000,000 | $ 30,000,000 | ||||
Cost not yet recognized, period for recognition | 3 years | ||||||
Shares reserved for future issuance (in shares) | 1,534,218 | ||||||
Vested stock options (in shares) | 767,109 | ||||||
Stock-based compensation | 7,000,000 | 12,000,000 | |||||
Amount remaining in fiscal period | 13,000,000 | ||||||
Time Based And Performance Based Restricted Stock | |||||||
Class of Stock [Line Items] | |||||||
Unrecognized compensation expense | $ 205,000,000 | $ 205,000,000 | |||||
Cost not yet recognized, period for recognition | 2 years | ||||||
Maximum | Performance Based Restricted Stock Units | |||||||
Class of Stock [Line Items] | |||||||
Unrecognized compensation expense | $ 85,000,000 |
Equity - Stock Option Activity
Equity - Stock Option Activity (Details) | 6 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Number of Stock Options [Roll Forward] | |
Outstanding at December 31, 2016 (in shares) | shares | 3,878,705 |
Granted (in shares) | shares | 730,913 |
Exercised (in shares) | shares | (220,020) |
Outstanding at June 30, 2017 (in shares) | shares | 4,389,598 |
Weighted Average Exercise Price Per Option [Abstract] | |
Outstanding at December 31, 2016 (in dollars per share) | $ / shares | $ 36.05 |
Granted (in dollars per share) | $ / shares | 57.34 |
Exercised (in dollars per share) | $ / shares | 27.56 |
Outstanding at June 30, 2017 (in dollars per share) | $ / shares | $ 40.02 |
Equity - Details of Stock Optio
Equity - Details of Stock Options (Details) $ / shares in Units, $ in Millions | 6 Months Ended |
Jun. 30, 2017USD ($)$ / sharesshares | |
Vested or expected to vest | |
Number of Options (in shares) | shares | 4,389,598 |
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 40.02 |
Weighted Average Remaining Contractual Life (Years) | 6 years 9 months 18 days |
Aggregate Intrinsic Value (In millions) | $ | $ 114 |
Exercisable | |
Number of Options (in shares) | shares | 3,097,035 |
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 34.58 |
Weighted Average Remaining Contractual Life (Years) | 5 years 10 months 24 days |
Aggregate Intrinsic Value (In millions) | $ | $ 97 |
Equity - Valuation Assumptions
Equity - Valuation Assumptions (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Equity [Abstract] | ||
Risk-free interest rate | 1.84% | 1.51% |
Expected life in years | 5 years | 5 years |
Expected volatility | 21.00% | 24.00% |
Expected dividend yield | 1.40% | 1.36% |
Estimated weighted-average fair value of options granted per share (in dollars per share) | $ 10.50 | $ 9.88 |
Equity - Nonvested Restricted S
Equity - Nonvested Restricted Stock Activity (Details) | 6 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Number of Restricted Stock Shares | |
Non-vested at December 31, 2016 (in shares) | shares | 6,435,871 |
Granted (in shares) | shares | 3,148,277 |
Vested (in shares) | shares | (3,265,749) |
Forfeited (in shares) | shares | (270,695) |
Non-vested at June 30, 2017 (in shares) | shares | 6,047,704 |
Weighted Average Grant-Date Fair Value per Share | |
Non-vested at December 31, 2016 (in dollars per share) | $ / shares | $ 45.33 |
Granted (in dollars per share) | $ / shares | 57.19 |
Vested (in dollars per share) | $ / shares | 44.51 |
Forfeited (in dollars per share) | $ / shares | 51.06 |
Non-vested at June 30, 2017 (in dollars per share) | $ / shares | $ 52.25 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Billions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 25.00% | 30.00% | 27.00% | 30.00% |
Undistributed earnings of foreign subsidiaries | $ 4.1 | $ 4.1 |
Clearing Organizations - Narrat
Clearing Organizations - Narrative (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Principal Transaction Revenue [Line Items] | ||
Margin deposits and guaranty funds assets received Or pledged | $ 96,400 | $ 95,700 |
Contribution of own cash to guaranty fund | 254 | $ 254 |
Securities for reverse repurchase agreements | 30,600 | |
Cash deposits held in federal reserve bank | 19,400 | |
ICE Clear Europe | ||
Principal Transaction Revenue [Line Items] | ||
Contribution of own cash to guaranty fund | 150 | |
ICE Clear Credit | ||
Principal Transaction Revenue [Line Items] | ||
Contribution of own cash to guaranty fund | 50 | |
Ice Clear U.S. | ||
Principal Transaction Revenue [Line Items] | ||
Contribution of own cash to guaranty fund | 50 | |
ICE Clear Canada, ICE Clear Netherlands and ICE Clear Singapore | ||
Principal Transaction Revenue [Line Items] | ||
Contribution of own cash to guaranty fund | $ 4 |
Clearing Organizations - ICE Cl
Clearing Organizations - ICE Clearing Houses Schedules (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Clearing Organizations [Line Items] | ||
Original margin | $ 48,281 | $ 50,170 |
Guaranty fund | 5,304 | 4,980 |
Total | 53,585 | 55,150 |
ICE Clear Europe | ||
Clearing Organizations [Line Items] | ||
Original margin | 20,898 | 27,046 |
Guaranty fund | 2,625 | 2,444 |
Total | 23,523 | 29,490 |
ICE Clear Credit | ||
Clearing Organizations [Line Items] | ||
Original margin | 21,883 | 16,833 |
Guaranty fund | 2,332 | 2,135 |
Total | 24,215 | 18,968 |
ICE Clear US | ||
Clearing Organizations [Line Items] | ||
Original margin | 5,410 | 6,184 |
Guaranty fund | 317 | 316 |
Total | 5,727 | 6,500 |
Other ICE Clearing Houses | ||
Clearing Organizations [Line Items] | ||
Original margin | 90 | 107 |
Guaranty fund | 30 | 85 |
Total | $ 120 | $ 192 |
Clearing Organizations - Assets
Clearing Organizations - Assets Pledged by Clearing Members (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Original Margin | ICE Clear Europe | ||
Clearing Organizations [Line Items] | ||
Government securities at face value | $ 26,131 | $ 22,961 |
Other | 0 | 0 |
Total | 26,131 | 22,961 |
Original Margin | ICE Clear Credit | ||
Clearing Organizations [Line Items] | ||
Government securities at face value | 4,201 | 6,013 |
Other | 0 | 0 |
Total | 4,201 | 6,013 |
Original Margin | ICE Clear US | ||
Clearing Organizations [Line Items] | ||
Government securities at face value | 11,926 | 10,542 |
Other | 0 | 0 |
Total | 11,926 | 10,542 |
Original Margin | Other ICE Clearing Houses | ||
Clearing Organizations [Line Items] | ||
Government securities at face value | 19 | 37 |
Other | 0 | 368 |
Total | 19 | 405 |
Guaranty Fund | ICE Clear Europe | ||
Clearing Organizations [Line Items] | ||
Government securities at face value | 311 | 217 |
Guaranty Fund | ICE Clear Credit | ||
Clearing Organizations [Line Items] | ||
Government securities at face value | 44 | 178 |
Guaranty Fund | ICE Clear US | ||
Clearing Organizations [Line Items] | ||
Government securities at face value | 163 | 147 |
Guaranty Fund | Other ICE Clearing Houses | ||
Clearing Organizations [Line Items] | ||
Government securities at face value | $ 3 | $ 40 |
Held for Sale - Narrative (Deta
Held for Sale - Narrative (Details) £ in Millions, $ in Millions | Dec. 11, 2015USD ($)£ / $ | Dec. 11, 2015GBP (£)£ / $ | Jun. 30, 2017USD ($)£ / $ |
TRAYPORT | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Percentage of voting interests acquired | 100.00% | 100.00% | |
Total purchase price | $ 620 | £ 407 | |
Consideration transferred in the purchase of common stock | $ 12.6 | ||
Foreign currency exchange rate | £ / $ | 1.5218 | 1.5218 | 1.3025 |
TRAYPORT | Disposal Group, Held-for-sale, Not Discontinued Operations | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Foreign currency translation loss | $ 89 | ||
TRAYPORT | Disposal Group, Held-for-sale, Not Discontinued Operations | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Foreign currency translation loss | 89 | ||
Net assets | 610 | ||
Carrying value of net assets | 521 | ||
Total assets held for sale (included in prepaid expenses and other current assets) | 578 | ||
Total liabilities held for sale (included in other current liabilities) | $ 57 |
Held for Sale - Schedule of Ass
Held for Sale - Schedule of Assets Held for Sale (Details) - TRAYPORT - Disposal Group, Held-for-sale, Not Discontinued Operations $ in Millions | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Assets held for sale: | |
Cash and cash equivalents | $ 6 |
Goodwill | 331 |
Other intangibles, net | 214 |
Other current and non-current assets | 27 |
Total assets held for sale (included in prepaid expenses and other current assets) | 578 |
Liabilities held for sale: | |
Deferred tax liabilities | 38 |
Other current and non-current liabilities | 19 |
Total liabilities held for sale (included in other current liabilities) | 57 |
Accumulated other comprehensive loss from foreign currency translation classified as held for sale in equity | $ 89 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | Mar. 29, 2017 | Apr. 30, 2017 | Mar. 31, 2017 | Jul. 31, 2011 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2013 | Mar. 28, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Long-term investment in equity securities | $ 0 | $ 0 | $ 432 | ||||||||
U.S. Treasury securities | 469 | 469 | 500 | ||||||||
Mutual Funds | 17 | 17 | 23 | ||||||||
Total assets at fair value | 486 | 486 | 955 | ||||||||
Narrative [Abstract] | |||||||||||
Short-term Debt | 2,023 | 2,023 | 2,493 | ||||||||
Income tax expense | 139 | $ 153 | 352 | $ 316 | |||||||
Proceeds from sale of Cetip, net | $ 438 | 438 | 0 | ||||||||
Deferred taxes | (11) | $ 49 | |||||||||
Fair Value, Inputs, Level 1 | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Long-term investment in equity securities | 0 | 0 | 432 | ||||||||
U.S. Treasury securities | 469 | 469 | 500 | ||||||||
Mutual Funds | 17 | 17 | 23 | ||||||||
Total assets at fair value | 486 | 486 | 955 | ||||||||
Restricted Cash And Investments | |||||||||||
Narrative [Abstract] | |||||||||||
Fair value investments recorded | 319 | 319 | |||||||||
Restricted Cash and Investments, Non Current | |||||||||||
Narrative [Abstract] | |||||||||||
Fair value investments recorded | 150 | 150 | |||||||||
2020 Senior Notes (2.75% senior unsecured notes due December 1, 2020) | |||||||||||
Narrative [Abstract] | |||||||||||
Fair value of senior notes | 1,270 | 1,270 | |||||||||
2025 Senior Notes (3.75% senior unsecured notes due December 1, 2025) | |||||||||||
Narrative [Abstract] | |||||||||||
Fair value of senior notes | 1,310 | 1,310 | |||||||||
NYSE Euronext USD Notes | |||||||||||
Narrative [Abstract] | |||||||||||
Fair value of senior notes | 850 | 850 | |||||||||
2020 Senior Notes (2.75% senior unsecured notes due December 1, 2020) | |||||||||||
Narrative [Abstract] | |||||||||||
Senior Notes | 1,240 | 1,240 | 1,242 | ||||||||
2025 Senior Notes (3.75% senior unsecured notes due December 1, 2025) | |||||||||||
Narrative [Abstract] | |||||||||||
Senior Notes | 1,240 | 1,240 | 1,241 | ||||||||
NYSE Notes | |||||||||||
Narrative [Abstract] | |||||||||||
NYSE Notes (2.00% senior unsecured notes due October 5, 2017) | 850 | 850 | 851 | ||||||||
2023 Senior Notes (4.00% senior unsecured notes due October 15, 2023) | |||||||||||
Narrative [Abstract] | |||||||||||
Senior Notes | 791 | 791 | 790 | ||||||||
Fair value of senior notes | 841 | 841 | |||||||||
2018 Senior Notes (2.50% senior unsecured notes due October 15, 2018) | |||||||||||
Narrative [Abstract] | |||||||||||
Senior Notes | 598 | 598 | 598 | ||||||||
Fair value of senior notes | $ 606 | 606 | |||||||||
Cetip, S.A. | |||||||||||
Narrative [Abstract] | |||||||||||
Investment ownership percentage | 12.00% | ||||||||||
Payments to acquire common stock | $ 514 | ||||||||||
Impairment loss recognized | $ 190 | ||||||||||
Fair value of equity securities | $ 324 | 432 | |||||||||
Accumulated unrealized gain | $ 108 | ||||||||||
Gross unrealized gain | $ 500 | $ 176 | |||||||||
Cash | 319 | ||||||||||
Proceeds from sale of Cetip, net | 286 | ||||||||||
Foreign currency translation loss | 6 | ||||||||||
B3 S.A | |||||||||||
Narrative [Abstract] | |||||||||||
Fair value of equity securities | $ 181 | ||||||||||
Proceeds from sale of Cetip, net | 152 | ||||||||||
Number of shares (in shares) | 29,623,756 | ||||||||||
Deferred taxes | $ 26 | ||||||||||
Loss on sale of investments | $ (3) | ||||||||||
Secretariat of the Federal Revenue Bureau of Brazil | Foreign Tax Authority | Cetip, S.A. | |||||||||||
Narrative [Abstract] | |||||||||||
Income tax expense | $ 28 |
Condensed Consolidating Finan53
Condensed Consolidating Financial Statements (Unaudited) - Condensed Consolidating Balance Sheets (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||||
Cash and cash equivalents | $ 398 | $ 407 | $ 390 | $ 627 |
Intercompany receivable | 0 | 0 | ||
Margin deposits and guaranty funds | 53,585 | 55,150 | ||
Notes receivable from affiliate, current | 0 | 0 | ||
Other current assets | 2,465 | 1,576 | ||
Total current assets | 56,448 | 57,133 | ||
Property and equipment, net | 1,161 | 1,129 | ||
Other non-current assets: | ||||
Goodwill and other intangible assets, net | 22,104 | 22,711 | ||
Investment in subsidiaries | 0 | 0 | ||
Notes receivable from affiliate, non-current | 0 | 0 | ||
Other non-current assets | 611 | 1,030 | ||
Total other non-current assets | 22,715 | 23,741 | ||
Total assets | 80,324 | 82,003 | ||
Current liabilities: | ||||
Short-term debt | 2,023 | 2,493 | ||
Margin deposits and guaranty funds | 53,585 | 55,150 | ||
Intercompany payable | 0 | 0 | ||
Notes payable to affiliates, current | 0 | 0 | ||
Other current liabilities | 1,211 | 974 | ||
Total current liabilities | 56,819 | 58,617 | ||
Non-current liabilities: | ||||
Long-term debt | 3,874 | 3,871 | ||
Notes payable to affiliates, non-current | 0 | 0 | ||
Other non-current liabilities | 3,698 | 3,725 | ||
Total non-current liabilities | 7,572 | 7,596 | ||
Total liabilities | 64,391 | 66,213 | ||
Redeemable non-controlling interest | 0 | 36 | ||
Equity: | ||||
Total shareholders’ equity | 15,898 | 15,717 | ||
Non-controlling interest in consolidated subsidiaries | 35 | 37 | ||
Total equity | 15,933 | 15,754 | 14,840 | |
Total liabilities and equity | 80,324 | 82,003 | ||
Consolidating Adjustments | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Intercompany receivable | (2,398) | (2,340) | ||
Margin deposits and guaranty funds | 0 | 0 | ||
Notes receivable from affiliate, current | (323) | (304) | ||
Other current assets | 0 | 0 | ||
Total current assets | (2,721) | (2,644) | ||
Property and equipment, net | 0 | 0 | ||
Other non-current assets: | ||||
Goodwill and other intangible assets, net | 0 | 0 | ||
Investment in subsidiaries | (38,214) | (36,504) | ||
Notes receivable from affiliate, non-current | (15,627) | (12,951) | ||
Other non-current assets | 0 | 0 | ||
Total other non-current assets | (53,841) | (49,455) | ||
Total assets | (56,562) | (52,099) | ||
Current liabilities: | ||||
Short-term debt | 0 | 0 | ||
Margin deposits and guaranty funds | 0 | 0 | ||
Intercompany payable | (2,398) | (2,340) | ||
Notes payable to affiliates, current | (323) | (304) | ||
Other current liabilities | 0 | 0 | ||
Total current liabilities | (2,721) | (2,644) | ||
Non-current liabilities: | ||||
Long-term debt | 0 | 0 | ||
Notes payable to affiliates, non-current | (15,627) | (12,951) | ||
Other non-current liabilities | 0 | 0 | ||
Total non-current liabilities | (15,627) | (12,951) | ||
Total liabilities | (18,348) | (15,595) | ||
Redeemable non-controlling interest | 0 | |||
Equity: | ||||
Total shareholders’ equity | (38,214) | (36,504) | ||
Non-controlling interest in consolidated subsidiaries | 0 | 0 | ||
Total equity | (38,214) | (36,504) | ||
Total liabilities and equity | (56,562) | (52,099) | ||
Reportable Legal Entities | ICE (Parent) | ||||
Current assets: | ||||
Cash and cash equivalents | 1 | 1 | 2 | 1 |
Intercompany receivable | 2,398 | 2,340 | ||
Margin deposits and guaranty funds | 0 | 0 | ||
Notes receivable from affiliate, current | 0 | 0 | ||
Other current assets | 2 | 0 | ||
Total current assets | 2,401 | 2,341 | ||
Property and equipment, net | 0 | 0 | ||
Other non-current assets: | ||||
Goodwill and other intangible assets, net | 0 | 0 | ||
Investment in subsidiaries | 24,302 | 23,266 | ||
Notes receivable from affiliate, non-current | 620 | 620 | ||
Other non-current assets | 106 | 100 | ||
Total other non-current assets | 25,028 | 23,986 | ||
Total assets | 27,429 | 26,327 | ||
Current liabilities: | ||||
Short-term debt | 1,173 | 1,642 | ||
Margin deposits and guaranty funds | 0 | 0 | ||
Intercompany payable | 0 | 0 | ||
Notes payable to affiliates, current | 283 | 281 | ||
Other current liabilities | 20 | 31 | ||
Total current liabilities | 1,476 | 1,954 | ||
Non-current liabilities: | ||||
Long-term debt | 3,874 | 3,871 | ||
Notes payable to affiliates, non-current | 6,177 | 4,781 | ||
Other non-current liabilities | 4 | 4 | ||
Total non-current liabilities | 10,055 | 8,656 | ||
Total liabilities | 11,531 | 10,610 | ||
Redeemable non-controlling interest | 0 | |||
Equity: | ||||
Total shareholders’ equity | 15,898 | 15,717 | ||
Non-controlling interest in consolidated subsidiaries | 0 | 0 | ||
Total equity | 15,898 | 15,717 | ||
Total liabilities and equity | 27,429 | 26,327 | ||
Reportable Legal Entities | Subsidiary Guarantor - NYSE Holdings | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Intercompany receivable | 0 | 0 | ||
Margin deposits and guaranty funds | 0 | 0 | ||
Notes receivable from affiliate, current | 281 | 281 | ||
Other current assets | 0 | 0 | ||
Total current assets | 281 | 281 | ||
Property and equipment, net | 0 | 0 | ||
Other non-current assets: | ||||
Goodwill and other intangible assets, net | 0 | 0 | ||
Investment in subsidiaries | 13,912 | 13,238 | ||
Notes receivable from affiliate, non-current | 6,602 | 5,958 | ||
Other non-current assets | 11 | 11 | ||
Total other non-current assets | 20,525 | 19,207 | ||
Total assets | 20,806 | 19,488 | ||
Current liabilities: | ||||
Short-term debt | 850 | 851 | ||
Margin deposits and guaranty funds | 0 | 0 | ||
Intercompany payable | 1,805 | 1,935 | ||
Notes payable to affiliates, current | 40 | 23 | ||
Other current liabilities | 0 | 0 | ||
Total current liabilities | 2,695 | 2,809 | ||
Non-current liabilities: | ||||
Long-term debt | 0 | 0 | ||
Notes payable to affiliates, non-current | 2,228 | 1,592 | ||
Other non-current liabilities | 0 | 0 | ||
Total non-current liabilities | 2,228 | 1,592 | ||
Total liabilities | 4,923 | 4,401 | ||
Redeemable non-controlling interest | 0 | |||
Equity: | ||||
Total shareholders’ equity | 15,883 | 15,087 | ||
Non-controlling interest in consolidated subsidiaries | 0 | 0 | ||
Total equity | 15,883 | 15,087 | ||
Total liabilities and equity | 20,806 | 19,488 | ||
Reportable Legal Entities | Subsidiary Non-Guarantors | ||||
Current assets: | ||||
Cash and cash equivalents | 397 | 406 | $ 388 | $ 626 |
Intercompany receivable | 0 | 0 | ||
Margin deposits and guaranty funds | 53,585 | 55,150 | ||
Notes receivable from affiliate, current | 42 | 23 | ||
Other current assets | 2,463 | 1,576 | ||
Total current assets | 56,487 | 57,155 | ||
Property and equipment, net | 1,161 | 1,129 | ||
Other non-current assets: | ||||
Goodwill and other intangible assets, net | 22,104 | 22,711 | ||
Investment in subsidiaries | 0 | 0 | ||
Notes receivable from affiliate, non-current | 8,405 | 6,373 | ||
Other non-current assets | 494 | 919 | ||
Total other non-current assets | 31,003 | 30,003 | ||
Total assets | 88,651 | 88,287 | ||
Current liabilities: | ||||
Short-term debt | 0 | 0 | ||
Margin deposits and guaranty funds | 53,585 | 55,150 | ||
Intercompany payable | 593 | 405 | ||
Notes payable to affiliates, current | 0 | 0 | ||
Other current liabilities | 1,191 | 943 | ||
Total current liabilities | 55,369 | 56,498 | ||
Non-current liabilities: | ||||
Long-term debt | 0 | 0 | ||
Notes payable to affiliates, non-current | 7,222 | 6,578 | ||
Other non-current liabilities | 3,694 | 3,721 | ||
Total non-current liabilities | 10,916 | 10,299 | ||
Total liabilities | 66,285 | 66,797 | ||
Redeemable non-controlling interest | 36 | |||
Equity: | ||||
Total shareholders’ equity | 22,331 | 21,417 | ||
Non-controlling interest in consolidated subsidiaries | 35 | 37 | ||
Total equity | 22,366 | 21,454 | ||
Total liabilities and equity | $ 88,651 | $ 88,287 |
Condensed Consolidating Finan54
Condensed Consolidating Financial Statements (Unaudited) - Condensed Consolidating Statements of Income (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Revenues: | |||||
Transaction and clearing, net | $ 817 | $ 860 | $ 1,615 | $ 1,789 | |
Data services | 521 | 497 | 1,041 | 974 | |
Listings and other revenues | 156 | 147 | 307 | 295 | |
Total revenues | 1,494 | 1,504 | 2,963 | 3,058 | |
Transaction-based expenses | 316 | 375 | 621 | 775 | |
Total revenues, less transaction-based expenses | 1,178 | 1,129 | 2,342 | 2,283 | |
Operating expenses: | |||||
Compensation and benefits | 234 | 236 | 479 | 472 | |
Acquisition-related transaction costs | 9 | 20 | 23 | 47 | |
Technology and communication | 97 | 92 | 195 | 184 | |
Selling, general, administrative and other | 87 | 84 | 178 | 156 | |
Depreciation and amortization | 142 | 146 | 276 | 289 | |
Total operating expenses | 569 | 578 | 1,151 | 1,148 | |
Operating income | 609 | 551 | 1,191 | 1,135 | |
Intercompany interest on loans | 0 | 0 | 0 | 0 | |
Other expense, net | (44) | (35) | 97 | (79) | |
Other income (expense), net | (44) | (35) | 97 | (79) | |
Income before income tax expense | 565 | 516 | 1,288 | 1,056 | |
Income tax expense | 139 | 153 | 352 | 316 | |
Equity earnings from subsidiaries | 0 | 0 | 0 | 0 | |
Net Income (Loss) Attributable to Noncontrolling Interest | (6) | ||||
Net income | 426 | 363 | 936 | 740 | $ 1,449 |
Net income attributable to non-controlling interest | (8) | (6) | (16) | (14) | |
Net income attributable to Intercontinental Exchange, Inc. | 418 | 357 | 920 | 726 | |
Consolidating Adjustments | |||||
Revenues: | |||||
Transaction and clearing, net | 0 | 0 | 0 | 0 | |
Data services | 0 | 0 | 0 | 0 | |
Listings and other revenues | 0 | 0 | 0 | 0 | |
Total revenues | 0 | 0 | 0 | 0 | |
Transaction-based expenses | 0 | 0 | 0 | 0 | |
Total revenues, less transaction-based expenses | 0 | 0 | 0 | 0 | |
Operating expenses: | |||||
Compensation and benefits | 0 | 0 | 0 | 0 | |
Acquisition-related transaction costs | 0 | 0 | 0 | 0 | |
Technology and communication | 0 | 0 | 0 | 0 | |
Selling, general, administrative and other | 0 | 0 | 0 | 0 | |
Depreciation and amortization | 0 | 0 | 0 | 0 | |
Total operating expenses | 0 | 0 | 0 | 0 | |
Operating income | 0 | 0 | 0 | 0 | |
Intercompany interest on loans | 0 | 0 | 0 | 0 | |
Other expense, net | 0 | 0 | 0 | 0 | |
Other income (expense), net | 0 | 0 | 0 | 0 | |
Income before income tax expense | 0 | 0 | 0 | 0 | |
Income tax expense | 0 | 0 | 0 | 0 | |
Equity earnings from subsidiaries | (802) | (726) | (1,782) | (1,427) | |
Net Income (Loss) Attributable to Noncontrolling Interest | 0 | ||||
Net income | (802) | (726) | (1,782) | (1,427) | |
Net income attributable to non-controlling interest | 0 | 0 | 0 | ||
Net income attributable to Intercontinental Exchange, Inc. | (802) | (726) | (1,782) | (1,427) | |
Reportable Legal Entities | ICE (Parent) | |||||
Revenues: | |||||
Transaction and clearing, net | 0 | 0 | 0 | 0 | |
Data services | 0 | 0 | 0 | 0 | |
Listings and other revenues | 0 | 0 | 0 | 0 | |
Total revenues | 0 | 0 | 0 | 0 | |
Transaction-based expenses | 0 | 0 | 0 | 0 | |
Total revenues, less transaction-based expenses | 0 | 0 | 0 | 0 | |
Operating expenses: | |||||
Compensation and benefits | 0 | 1 | 1 | 1 | |
Acquisition-related transaction costs | 0 | 0 | 0 | 0 | |
Technology and communication | 0 | 0 | 0 | 0 | |
Selling, general, administrative and other | 0 | 0 | 0 | 0 | |
Depreciation and amortization | 0 | 0 | 0 | 0 | |
Total operating expenses | 0 | 1 | 1 | 1 | |
Operating income | 0 | (1) | (1) | (1) | |
Intercompany interest on loans | (15) | (6) | (25) | (10) | |
Other expense, net | (34) | (38) | (71) | (79) | |
Other income (expense), net | (49) | (44) | (96) | (89) | |
Income before income tax expense | (49) | (45) | (97) | (90) | |
Income tax expense | 0 | 0 | 0 | 0 | |
Equity earnings from subsidiaries | 467 | 402 | 1,017 | 816 | |
Net Income (Loss) Attributable to Noncontrolling Interest | 0 | ||||
Net income | 418 | 357 | 920 | 726 | |
Net income attributable to non-controlling interest | 0 | 0 | 0 | ||
Net income attributable to Intercontinental Exchange, Inc. | 418 | 357 | 920 | 726 | |
Reportable Legal Entities | Subsidiary Guarantor - NYSE Holdings | |||||
Revenues: | |||||
Transaction and clearing, net | 0 | 0 | 0 | 0 | |
Data services | 0 | 0 | 0 | 0 | |
Listings and other revenues | 0 | 0 | 0 | 0 | |
Total revenues | 0 | 0 | 0 | 0 | |
Transaction-based expenses | 0 | 0 | 0 | 0 | |
Total revenues, less transaction-based expenses | 0 | 0 | 0 | 0 | |
Operating expenses: | |||||
Compensation and benefits | 0 | 0 | 0 | 0 | |
Acquisition-related transaction costs | 0 | 0 | 0 | 0 | |
Technology and communication | 0 | 0 | 0 | 0 | |
Selling, general, administrative and other | 0 | 0 | 0 | 0 | |
Depreciation and amortization | 0 | 0 | 0 | 0 | |
Total operating expenses | 0 | 0 | 0 | 0 | |
Operating income | 0 | 0 | 0 | 0 | |
Intercompany interest on loans | 17 | 8 | 35 | 16 | |
Other expense, net | (4) | (4) | (8) | (8) | |
Other income (expense), net | 13 | 4 | 27 | 8 | |
Income before income tax expense | 13 | 4 | 27 | 8 | |
Income tax expense | 0 | 0 | 0 | 0 | |
Equity earnings from subsidiaries | 335 | 324 | 765 | 611 | |
Net Income (Loss) Attributable to Noncontrolling Interest | 0 | ||||
Net income | 348 | 328 | 792 | 619 | |
Net income attributable to non-controlling interest | 0 | 0 | 0 | ||
Net income attributable to Intercontinental Exchange, Inc. | 348 | 328 | 792 | 619 | |
Reportable Legal Entities | Subsidiary Non-Guarantors | |||||
Revenues: | |||||
Transaction and clearing, net | 817 | 860 | 1,615 | 1,789 | |
Data services | 521 | 497 | 1,041 | 974 | |
Listings and other revenues | 156 | 147 | 307 | 295 | |
Total revenues | 1,494 | 1,504 | 2,963 | 3,058 | |
Transaction-based expenses | 316 | 375 | 621 | 775 | |
Total revenues, less transaction-based expenses | 1,178 | 1,129 | 2,342 | 2,283 | |
Operating expenses: | |||||
Compensation and benefits | 234 | 235 | 478 | 471 | |
Acquisition-related transaction costs | 9 | 20 | 23 | 47 | |
Technology and communication | 97 | 92 | 195 | 184 | |
Selling, general, administrative and other | 87 | 84 | 178 | 156 | |
Depreciation and amortization | 142 | 146 | 276 | 289 | |
Total operating expenses | 569 | 577 | 1,150 | 1,147 | |
Operating income | 609 | 552 | 1,192 | 1,136 | |
Intercompany interest on loans | (2) | (2) | (10) | (6) | |
Other expense, net | (6) | 7 | 176 | 8 | |
Other income (expense), net | (8) | 5 | 166 | 2 | |
Income before income tax expense | 601 | 557 | 1,358 | 1,138 | |
Income tax expense | 139 | 153 | 352 | 316 | |
Equity earnings from subsidiaries | 0 | 0 | 0 | 0 | |
Net Income (Loss) Attributable to Noncontrolling Interest | (6) | ||||
Net income | 462 | 404 | 1,006 | 822 | |
Net income attributable to non-controlling interest | (8) | (16) | (14) | ||
Net income attributable to Intercontinental Exchange, Inc. | $ 454 | $ 398 | $ 990 | $ 808 |
Condensed Consolidating Finan55
Condensed Consolidating Financial Statements (Unaudited) - Condensed Consolidating Statements of Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Condensed Income Statements, Captions [Line Items] | |||||
Net income | $ 426 | $ 363 | $ 936 | $ 740 | $ 1,449 |
Other comprehensive income (loss): | |||||
Foreign currency translation adjustments | 60 | (125) | 85 | (199) | |
Change in fair value of available-for-sale-securities | 0 | 75 | 68 | 129 | |
Reclassification of realized gain on available-for-sale investment to other income | (176) | ||||
Other comprehensive income (loss) | 60 | (50) | (23) | (70) | $ (156) |
Comprehensive loss of subsidiaries | 0 | 0 | 0 | 0 | |
Comprehensive income | 486 | 313 | 913 | 670 | |
Comprehensive income attributable to non-controlling interests | (8) | (6) | (16) | (14) | |
Comprehensive income attributable to Intercontinental Exchange, Inc. | 478 | 307 | 897 | 656 | |
Reportable Legal Entities | ICE (Parent) | |||||
Condensed Income Statements, Captions [Line Items] | |||||
Net income | 418 | 357 | 920 | 726 | |
Other comprehensive income (loss): | |||||
Foreign currency translation adjustments | 0 | 0 | 0 | 0 | |
Change in fair value of available-for-sale-securities | 0 | 0 | 0 | ||
Reclassification of realized gain on available-for-sale investment to other income | 0 | ||||
Other comprehensive income (loss) | 0 | 0 | 0 | 0 | |
Comprehensive loss of subsidiaries | 60 | (50) | (23) | (70) | |
Comprehensive income | 478 | 307 | 897 | 656 | |
Comprehensive income attributable to non-controlling interests | 0 | 0 | 0 | 0 | |
Comprehensive income attributable to Intercontinental Exchange, Inc. | 478 | 307 | 897 | 656 | |
Reportable Legal Entities | Subsidiary Guarantor - NYSE Holdings | |||||
Condensed Income Statements, Captions [Line Items] | |||||
Net income | 348 | 328 | 792 | 619 | |
Other comprehensive income (loss): | |||||
Foreign currency translation adjustments | 0 | 0 | 0 | 0 | |
Change in fair value of available-for-sale-securities | 0 | 0 | 0 | ||
Reclassification of realized gain on available-for-sale investment to other income | 0 | ||||
Other comprehensive income (loss) | 0 | 0 | 0 | 0 | |
Comprehensive loss of subsidiaries | 49 | (28) | (38) | (18) | |
Comprehensive income | 397 | 300 | 754 | 601 | |
Comprehensive income attributable to non-controlling interests | 0 | 0 | 0 | 0 | |
Comprehensive income attributable to Intercontinental Exchange, Inc. | 397 | 300 | 754 | 601 | |
Reportable Legal Entities | Subsidiary Non-Guarantors | |||||
Condensed Income Statements, Captions [Line Items] | |||||
Net income | 462 | 404 | 1,006 | 822 | |
Other comprehensive income (loss): | |||||
Foreign currency translation adjustments | 60 | (125) | 85 | (199) | |
Change in fair value of available-for-sale-securities | 75 | 68 | 129 | ||
Reclassification of realized gain on available-for-sale investment to other income | (176) | ||||
Other comprehensive income (loss) | 60 | (50) | (23) | (70) | |
Comprehensive loss of subsidiaries | 0 | 0 | 0 | 0 | |
Comprehensive income | 522 | 354 | 983 | 752 | |
Comprehensive income attributable to non-controlling interests | (8) | (6) | (16) | (14) | |
Comprehensive income attributable to Intercontinental Exchange, Inc. | 514 | 348 | 967 | 738 | |
Consolidating Adjustments | |||||
Condensed Income Statements, Captions [Line Items] | |||||
Net income | (802) | (726) | (1,782) | (1,427) | |
Other comprehensive income (loss): | |||||
Foreign currency translation adjustments | 0 | 0 | 0 | 0 | |
Change in fair value of available-for-sale-securities | 0 | 0 | 0 | ||
Reclassification of realized gain on available-for-sale investment to other income | 0 | ||||
Other comprehensive income (loss) | 0 | 0 | 0 | 0 | |
Comprehensive loss of subsidiaries | (109) | 78 | 61 | 88 | |
Comprehensive income | (911) | (648) | (1,721) | (1,339) | |
Comprehensive income attributable to non-controlling interests | 0 | 0 | 0 | 0 | |
Comprehensive income attributable to Intercontinental Exchange, Inc. | $ (911) | $ (648) | $ (1,721) | $ (1,339) |
Condensed Consolidating Finan56
Condensed Consolidating Financial Statements (Unaudited) - Condensed Consolidating Statements of Cash Flows (Details) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended | |
Apr. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | |
Condensed Cash Flow Statements, Captions [Line Items] | |||
Net cash provided by (used in) operating activities | $ 1,098 | $ 1,103 | |
Investing activities: | |||
Cash received for divestitures (net of cash paid for acquisitions) | 10 | ||
Loans to subsidiaries | 0 | 0 | |
Capital expenditures and capitalized software development costs | (150) | (157) | |
Increase in restricted cash and investments | (89) | (75) | |
Other investing activities | 0 | (70) | |
Proceeds from sale of Cetip, net | $ 438 | 438 | 0 |
Net cash provided by (used in) investing activities | 209 | (302) | |
Financing activities: | |||
Repayments of commercial paper, net | (469) | (781) | |
Intercompany borrowing | 0 | 0 | |
Dividends to shareholders | (239) | (205) | |
Intercompany dividends | 0 | 0 | |
Repurchases of common stock | (469) | 0 | |
Other financing activities | (144) | (45) | |
Net cash used in financing activities | (1,321) | (1,031) | |
Effect of exchange rates on cash and cash equivalents | 5 | (7) | |
Net decrease in cash and cash equivalents | (9) | (237) | |
Cash and cash equivalents, beginning of period | 407 | 627 | |
Cash and cash equivalents, end of period | 398 | 390 | |
Consolidating Adjustments | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Net cash provided by (used in) operating activities | 40 | (65) | |
Investing activities: | |||
Cash received for divestitures (net of cash paid for acquisitions) | 0 | ||
Loans to subsidiaries | 2,758 | 3,588 | |
Capital expenditures and capitalized software development costs | 0 | 0 | |
Increase in restricted cash and investments | 0 | 0 | |
Other investing activities | 0 | ||
Proceeds from sale of Cetip, net | 0 | ||
Net cash provided by (used in) investing activities | 2,758 | 3,588 | |
Financing activities: | |||
Repayments of commercial paper, net | 0 | 0 | |
Intercompany borrowing | (2,758) | (3,588) | |
Dividends to shareholders | 0 | 0 | |
Intercompany dividends | (40) | 65 | |
Repurchases of common stock | 0 | ||
Other financing activities | 0 | 0 | |
Net cash used in financing activities | (2,798) | (3,523) | |
Effect of exchange rates on cash and cash equivalents | 0 | 0 | |
Net decrease in cash and cash equivalents | 0 | 0 | |
Cash and cash equivalents, beginning of period | 0 | 0 | |
Cash and cash equivalents, end of period | 0 | 0 | |
Reportable Legal Entities | ICE (Parent) | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Net cash provided by (used in) operating activities | (14) | (40) | |
Investing activities: | |||
Cash received for divestitures (net of cash paid for acquisitions) | 0 | ||
Loans to subsidiaries | (63) | (91) | |
Capital expenditures and capitalized software development costs | 0 | 0 | |
Increase in restricted cash and investments | 0 | 0 | |
Other investing activities | 0 | ||
Proceeds from sale of Cetip, net | 0 | ||
Net cash provided by (used in) investing activities | (63) | (91) | |
Financing activities: | |||
Repayments of commercial paper, net | (469) | (780) | |
Intercompany borrowing | 1,398 | 1,152 | |
Dividends to shareholders | (239) | (205) | |
Intercompany dividends | 0 | 0 | |
Repurchases of common stock | (469) | ||
Other financing activities | (144) | (35) | |
Net cash used in financing activities | 77 | 132 | |
Effect of exchange rates on cash and cash equivalents | 0 | 0 | |
Net decrease in cash and cash equivalents | 0 | 1 | |
Cash and cash equivalents, beginning of period | 1 | 1 | |
Cash and cash equivalents, end of period | 1 | 2 | |
Reportable Legal Entities | Subsidiary Guarantor - NYSE Holdings | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Net cash provided by (used in) operating activities | 121 | 59 | |
Investing activities: | |||
Cash received for divestitures (net of cash paid for acquisitions) | 0 | ||
Loans to subsidiaries | (644) | (1,943) | |
Capital expenditures and capitalized software development costs | 0 | 0 | |
Increase in restricted cash and investments | 0 | 0 | |
Other investing activities | 0 | ||
Proceeds from sale of Cetip, net | 0 | ||
Net cash provided by (used in) investing activities | (644) | (1,943) | |
Financing activities: | |||
Repayments of commercial paper, net | 0 | (1) | |
Intercompany borrowing | 523 | 1,885 | |
Dividends to shareholders | 0 | 0 | |
Intercompany dividends | 0 | 0 | |
Repurchases of common stock | 0 | ||
Other financing activities | 0 | 0 | |
Net cash used in financing activities | 523 | 1,884 | |
Effect of exchange rates on cash and cash equivalents | 0 | 0 | |
Net decrease in cash and cash equivalents | 0 | 0 | |
Cash and cash equivalents, beginning of period | 0 | 0 | |
Cash and cash equivalents, end of period | 0 | 0 | |
Reportable Legal Entities | Subsidiary Non-Guarantors | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Net cash provided by (used in) operating activities | 951 | 1,149 | |
Investing activities: | |||
Cash received for divestitures (net of cash paid for acquisitions) | 10 | ||
Loans to subsidiaries | (2,051) | (1,554) | |
Capital expenditures and capitalized software development costs | (150) | (157) | |
Increase in restricted cash and investments | (89) | (75) | |
Other investing activities | (70) | ||
Proceeds from sale of Cetip, net | 438 | ||
Net cash provided by (used in) investing activities | (1,842) | (1,856) | |
Financing activities: | |||
Repayments of commercial paper, net | 0 | 0 | |
Intercompany borrowing | 837 | 551 | |
Dividends to shareholders | 0 | 0 | |
Intercompany dividends | 40 | (65) | |
Repurchases of common stock | 0 | ||
Other financing activities | 0 | (10) | |
Net cash used in financing activities | 877 | 476 | |
Effect of exchange rates on cash and cash equivalents | 5 | (7) | |
Net decrease in cash and cash equivalents | (9) | (238) | |
Cash and cash equivalents, beginning of period | 406 | 626 | |
Cash and cash equivalents, end of period | $ 397 | $ 388 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)segment | Jun. 30, 2016USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of operating segments | segment | 2 | |||
Revenues, less transaction-based expenses | $ 1,178 | $ 1,129 | $ 2,342 | $ 2,283 |
Operating expenses | 569 | 578 | 1,151 | 1,148 |
Operating income | 609 | 551 | 1,191 | 1,135 |
Trading and Clearing Segment | ||||
Segment Reporting Information [Line Items] | ||||
Revenues, less transaction-based expenses | 550 | 527 | 1,088 | 1,101 |
Operating expenses | 214 | 214 | 430 | 427 |
Operating income | 336 | 313 | 658 | 674 |
Data and Listings Segment | ||||
Segment Reporting Information [Line Items] | ||||
Revenues, less transaction-based expenses | 628 | 602 | 1,254 | 1,182 |
Operating expenses | 355 | 364 | 721 | 721 |
Operating income | $ 273 | $ 238 | $ 533 | $ 461 |
Customer Concentration Risk | Sales Revenue, Segment | One Clearing | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk, percentage | 10.00% | 10.00% | 10.00% |
Earnings Per Common Share - Rec
Earnings Per Common Share - Reconciliation of Numerators and Denominators of Basic and Diluted Earnings Per Common Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Basic: | ||||
Net income attributable to Intercontinental Exchange, Inc. | $ 418 | $ 357 | $ 920 | $ 726 |
Weighted average common shares outstanding (in shares) | 591 | 595 | 593 | 595 |
Basic earnings per common share (in dollars per share) | $ 0.71 | $ 0.60 | $ 1.55 | $ 1.22 |
Diluted: | ||||
Effect of dilutive securities - stock options and restricted shares (in shares) | 4 | 4 | 4 | 3 |
Diluted weighted average common shares outstanding (in shares) | 595 | 599 | 597 | 598 |
Diluted earnings per common share (in dollars per share) | $ 0.70 | $ 0.60 | $ 1.54 | $ 1.21 |
Earnings Per Common Share - Nar
Earnings Per Common Share - Narrative (Details) - shares | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Employee Stock Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 726,696 | 751,615 |