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(Mark One)
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2016
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Or
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from to
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Delaware
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46-2286804
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification Number)
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5660 New Northside Drive,
Atlanta, Georgia
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30328
(Zip Code)
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(Address of principal executive offices)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $0.01 par value per share
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New York Stock Exchange
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Large accelerated filer
þ
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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(Do not check if a smaller company)
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Item
Number
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Page
Number
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PART I
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1.
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1(A).
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1(B).
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2.
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3.
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4.
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PART II
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5.
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6.
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7.
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7(A).
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8.
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9.
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9(A).
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9(B).
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PART III
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10.
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11.
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12.
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13.
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14.
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PART IV
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15.
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•
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conditions in global financial markets and domestic and international economic, political and social conditions;
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•
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the impact of the introduction of or any changes in laws, regulations, rules or government policy with respect to financial markets, increased regulatory scrutiny or enforcement actions and our ability to comply with these requirements;
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•
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volatility in commodity prices, equity prices, and price volatility of financial benchmarks and instruments such as interest rates, credit spreads, equity indices and foreign exchange rates;
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•
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the business environment in which we operate and trends in our industry, including trading volumes, clearing, data services, fees, changing regulations, competition and consolidation;
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•
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the success of our clearing houses and our ability to minimize the risks associated with operating clearing houses in multiple jurisdictions;
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•
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the success of our equity exchanges and the exchanges' compliance with their regulatory and over-sight responsibilities;
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•
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the resilience of our electronic platforms and soundness of our business continuity and disaster recovery plans;
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•
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continued high renewal rates of subscription-based data revenues;
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•
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our ability to identify and effectively pursue, implement and integrate acquisitions and strategic alliances;
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•
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our ability to complete and realize the synergies and benefits of our acquisitions within the expected time frame, and to integrate acquired operations with our business;
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•
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our ability to effectively maintain our growth;
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•
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the performance and reliability of our other technologies and those of third party service providers, including our ability to keep pace with technological developments and ensure that the technology we utilize is not vulnerable to security risks or other disruptive events;
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•
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our ability to identify trends and adjust our business to benefit from such trends;
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•
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the accuracy of our cost and other financial estimates and our belief that cash flows from operations will be sufficient to service our debt and fund our operational and capital expenditure needs;
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•
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our ability to maintain existing market participants and data customers, and attract new ones, and to offer additional products and services, leverage our risk management capabilities and enhance our technology in a timely and cost-effective fashion;
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•
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our ability to attract and retain key talent;
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•
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our ability to protect our intellectual property rights and to operate our business without violating the intellectual property rights of others; and
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•
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potential adverse results of threatened or pending litigation and regulatory actions and proceedings.
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•
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ICE Futures Europe
is a leading exchange for futures and options contracts based on energy and agricultural commodities, interest rates, equity derivatives and emissions. ICE Clear Europe clears contracts traded on ICE Futures Europe.
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•
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ICE Futures U.S.
is a leading exchange that lists futures and options for agricultural and energy commodities, equity indices, currencies, credit and precious metals. ICE Clear Europe clears the energy contracts traded on ICE Futures U.S. and ICE Clear U.S. clears all other contracts traded on ICE Futures U.S.
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•
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ICE Futures Canada
is Canada’s leading agricultural futures and options exchange. It offers futures and options contracts on canola, milling wheat, durum wheat and barley. ICE Clear Canada clears contracts traded on ICE Futures Canada.
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•
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ICE Endex
is a leading continental European energy exchange providing regulated markets for natural gas and power derivatives, gas balancing markets and gas storage services and is based in Amsterdam, the Netherlands. We own a majority stake of ICE Endex, with NV Netherlands Gasunie, or Gasunie, holding a minority stake. ICE Clear Europe provides clearing for ICE Endex.
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•
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ICE Futures Singapore
lists futures contracts for energy, gold and foreign exchange commodities. ICE Clear Singapore provides clearing for ICE Futures Singapore.
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•
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NYSE Amex Options
is a U.S. equity options exchange that offers order execution through a hybrid model (both electronic and via open outcry on our trading floor adjoining the New York Stock Exchange) in approximately 2,500 options issues.
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•
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NYSE Arca Options
is also a U.S. equity options exchange that offers order execution through a hybrid model, with both electronic trading and trading via our trading floor in San Francisco. NYSE Arca Options offers trading in approximately 2,200 options issues.
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•
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ICE Clear Europe
clears ICE Futures Europe and ICE Endex futures contracts for interest rates, equity indices, energy and agriculture products, as well as ICE Futures U.S. futures contracts for energy and OTC European CDS instruments;
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•
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ICE Clear U.S.
clears ICE Futures U.S. soft commodity, currency, metals, credit and domestic and equity index futures contracts;
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•
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ICE Clear Credit
clears North American, European, Asian-Pacific and Emerging Market CDS instruments;
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•
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ICE Clear Canada
clears ICE Futures Canada agricultural futures contracts;
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•
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ICE Clear Netherlands
clears Dutch equity options (which are traded on The Order Machine, an unrelated trading platform); and
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•
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ICE Clear Singapore
clears ICE Futures Singapore commodity contracts and foreign exchange, or FX.
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•
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The New York Stock Exchange
is a leading global cash equity exchange. It is the leading equity exchange for initial public offerings, or IPOs, globally, and enables companies seeking to raise capital to become publicly listed through the IPO process upon meeting exchange listing standards. In addition to common stocks, preferred stocks and warrants, the New York Stock Exchange, or NYSE, lists structured products, such as capital securities and mandatory convertible securities. In addition, NYSE operates NYSE Bonds, an electronic trading platform with transparent pricing for trading debt securities, including corporate bonds.
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•
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NYSE MKT
, formerly NYSE Amex and prior to that the American Stock Exchange, became part of NYSE Group, Inc., or NYSE Group, in 2008. It is our U.S. listing venue for emerging growth companies. NYSE MKT supports growth companies that benefit from a fully integrated trading platform model similar to the New York Stock Exchange. NYSE MKT provides a listing venue for a broad range of companies that may not qualify for listing on the New York Stock Exchange. NYSE MKT also lists and trades securities options.
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•
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NYSE Arca
offers trading of more than 8,000 listed securities, including listings on the NYSE, Nasdaq, Inc. and BATS Global Markets, Inc., or BATS. NYSE Arca is the leading listing and trading platform for ETFs and exchange traded notes. NYSE Arca also lists and trades securities options.
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•
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global data services including pricing and analytics, desktop and connectivity services across multiple asset classes for futures and OTC markets;
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•
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diverse liquid, global derivatives and equities markets across 11 regulated exchanges as well as OTC venues;
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•
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secure central counterparty clearing houses and risk management for global derivatives markets through 6 clearing houses;
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leading global cash equities, options and ETF trading venues together with leading equities and ETF listings venues; and
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widely-distributed, leading edge technology for trading, clearing, data and trade processing.
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•
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expand our data offerings to address the rising demand for information;
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•
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expand on our extensive trading, clearing and risk management capabilities;
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•
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maintain leadership in our listing businesses;
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•
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enhance our technology infrastructure and increase distribution; and
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•
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pursue select acquisitions and strategic relationships that maximize customer and shareholder benefits.
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•
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guidance through the complete listings process, including expert consultations around regulatory and legal items;
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•
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a decade of experience in listing more than 2,500 ETFs across a wide range of asset classes and investment strategies;
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•
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a focus on customer service from experienced ETF professionals;
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•
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the highest liquidity of any exchange and some of the narrowest quoted bid / ask spreads; and
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Lead Market Maker, or LMM, and incentive programs.
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•
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rigorous clearing membership requirements;
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•
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daily mark-to-market of positions and settlement of variation margin;
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•
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intraday monitoring of open positions and market conditions;
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the calculation and posting of original/initial margin deposits;
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•
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limited contribution of the clearing house's capital;
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•
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process for conducting regular stress testing;
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•
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maintenance of guaranty funds in which clearing members maintain deposits to mutualize losses; and
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broad assessment powers, all of which cover financial losses beyond the pre-funded guaranty funds.
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ICE Clear Credit:
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$300 million in Committed Repo to finance U.S. dollar and euro sovereign debt deposits, €800 million in Committed Repo to finance euro sovereign debt deposits, and €1.0 billion in Committed F/X Facilities to finance euro payment obligations with U.S. dollar deposits.
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•
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The synchronization of regulations globally. Global regulations have not been fully harmonized and several of the Markets in Financial Instruments Directive II’s, or MIFID II, regulations are counter to U.S. rules. In addition, as a result of the U.S. elections, there is potential for further divergence between MIFID II and U.S. rules if the new administration makes changes to financial regulations while the EU continues with MIFID implementation.
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•
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The harmonization of regulations relating to margin in the U.S. and EU. In March 2016, the European Commission adopted a decision relating to U.S. CFTC regulatory equivalence and margin treatment for clearing houses. The equivalence decision allows European clearing houses to margin customers at a one day gross margin period of risk (equivalent to the U.S. rules for clearing houses) and, with respect to CFTC regulated products, requires U.S. clearing houses to margin proprietary positions at a two day net margin period of risk (equivalent to the European rules for clearing houses). U.S. clearing houses are also required to demonstrate implementation of specific anti-procyclicality measures, equivalent to European regulatory standards. The equivalence decision exempts U.S. agricultural products (including ICE Futures U.S.’s coffee, cocoa, cotton and sugar contracts) from these changes. Pursuant to the recognition afforded under the equivalence decision, European customers will be able to continue to access our CFTC regulated U.S. clearing houses with respect to CFTC regulated products. Similarly, ICE Clear Europe will be able to margin customers in a manner similar to U.S. clearing houses.
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•
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We continue to gain recognition of our businesses in foreign jurisdictions. In September 2016, the Bank of England authorized ICE Clear Europe as a central counterparty clearing house, or CCP, in accordance with European Market Infrastructure Regulation, or EMIR. Additionally, in September 2016, ESMA granted recognition to ICE Clear Credit as a third-country CCP for products regulated by the CFTC. The European Securities and Markets Authority, or ESMA, also issued ICE Clear Credit further relief for security-based swaps, which are regulated by the SEC, while the European Commission works toward an equivalence determination with respect to the recently finalized SEC regulations. In December 2016, ESMA granted recognition to ICE Clear US as a third-country CCP for products regulated by the CFTC.
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•
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The non-discriminatory access provisions of MiFID II as currently drafted, would require our European exchanges and CCPs to offer access to third parties on commercially reasonable terms. In addition, MiFID II could require our European exchanges to allow participants to trade and/or clear at other venues, which may encourage competing venues to offer our products. In June 2016, the European Union approved a twelve-month postponement of MiFID II implementation and compliance to January 1, 2018.
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•
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The implementation of capital charges in Basel III, particularly the Supplemental Leverage Ratio with respect to certain clearing members of central counterparties. These new standards may impose burdensome capital requirements on our clearing members and customers that may disincentivize clearing.
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•
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The adoption and implementation of position limit rules in the U.S. and Europe, which could have an impact on our commodities business if comparable trading venues in foreign jurisdictions are not subject to equivalent rules. In December 2016, the CFTC re-proposed the position limit rules as opposed to finalizing the rule. Conversely,
position limits will be implemented in Europe beginning January 2018 under MiFID II.
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•
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The proposed European financial transaction taxes are uncertain. In September 2015, 11 European nations, including France, Germany and the Netherlands, met to discuss implementing a financial transaction tax on equities and derivatives trading. While certain of the participants reached a broad political agreement on instituting the tax, many details are left to be concluded, including how to assess the tax at a member state level. Implementation of a financial transaction tax could have a distortive effect on our European operations if adopted.
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•
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The EU Benchmark Regulation, or BMR, was adopted in June 2016, and requires any entity using a benchmark provided by a third country benchmark administrator to register with ESMA. ICE Data Services plans to apply to ESMA for recognition. As the recognition process is new, the timeframe for registration is currently unknown.
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•
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Brexit timing and implications have not yet been determined. We are monitoring the impact to our business of the U.K. leaving the EU. The impact to our business and corresponding regulatory changes are uncertain at this time, and may not be known in the near future.
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•
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a reduction in the number of market participants that use our platform;
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•
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a reduction in trading demand by customers or a decision to curtail or cease hedging or speculative trading;
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•
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regulatory or legislative changes impacting our customers and financial markets;
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•
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heightened capital requirements or mandated reductions in leverage resulting from new regulation;
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•
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defaults by clearing or exchange members or the inability of participants to pay out contractual obligations;
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•
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changes to our contract specifications that are not viewed favorably by our market participants; or
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•
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reduced access to or availability of capital required to fund trading activities.
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•
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global and domestic economic, political and market conditions;
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•
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concerns over inflation, deflation, legislative and regulatory changes, government fiscal and monetary policy - including actions by the Federal Reserve, other foreign monetary units governing bodies, and investor and consumer confidence levels;
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•
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weather conditions including hurricanes and other significant events, natural and other unnatural disasters like large oil spills that impact the production of commodities, and, in the case of energy commodities, production, refining and distribution facilities for oil and natural gas;
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•
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war, acts of terrorism and any unforeseen market closures or disruptions in trading;
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•
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real and perceived changes in the supply and demand of commodities underlying our products, particularly energy and agricultural products, including changes as a result of technological improvements or the development of alternative energy sources; and
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•
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credit quality of market participants, the availability of capital and the levels of assets under management.
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•
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regulated, diversified futures exchanges globally that offer trading in a variety of asset classes similar to those offered by us, such as energy, agriculture, equity and equity index, credit, and interest rate derivatives markets and foreign exchange;
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•
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exchanges offering listing and trading of cash equities, exchange-traded funds, closed-end funds and other structured products similar to those offered by us;
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•
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market data and information vendors;
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•
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interdealer brokers active in the global credit derivatives markets;
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•
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existing and newly formed electronic trading platforms, service providers and other exchanges;
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•
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other clearing houses; and
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•
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consortiums of our customers, members or market participants that may pool their trading activity to establish new exchanges, trading platforms or clearing facilities.
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•
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unanticipated disruption in service to our participants;
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•
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slower response time and delays in our participants’ trade execution and processing;
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•
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failed settlement by participants to whom we provide trade confirmation or clearing services;
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•
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incomplete or inaccurate accounting, recording or processing of trades;
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•
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failure to complete the clearing house margin settlement process resulting in significant financial risk;
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•
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distribution of inaccurate or untimely market data to participants who rely on this data in their trading activity; and
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•
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financial loss.
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Location
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Owned/Leased
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Lease Expiration
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Approximate Size
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||||
5660 New Northside Drive
Atlanta, Georgia
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Owned
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N/A
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270,000 sq. ft.
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11 Wall Street
New York, New York
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Owned
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N/A
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370,000 sq. ft.
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Basildon, U.K.
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Owned
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N/A
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315,000 sq. ft.
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Mahwah, New Jersey
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Leased
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2029
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395,000 sq. ft.
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60 Codman Hill Road Boxborough, Massachusetts
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Leased
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2018
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100,000 sq. ft.
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55 East 52
nd
Street
New York, New York
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Leased
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2028
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93,000 sq. ft.
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32 Crosby Drive Bedford, Massachusetts
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Leased
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2026
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82,000 sq. ft.
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Milton Gate London, U.K.
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Leased
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2024
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70,000 sq. ft.
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Fitzroy House London, U.K.
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Leased
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2025
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65,000 sq. ft.
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100 Church Street New York, New York
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Leased
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2024
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65,000 sq. ft.
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Sandweg 94 Frankfurt, Germany
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Leased
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2019
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60,000 sq. ft.
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353 North Clark Street Chicago, Illinois
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Leased
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2027
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57,000 sq. ft.
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES |
|
Common Stock Market
Price |
||||||
|
High
|
|
Low
|
||||
Year Ended December 31, 2015
|
|
|
|
||||
First Quarter
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$
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48.01
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$
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40.45
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Second Quarter
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$
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48.59
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$
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44.23
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Third Quarter
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$
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49.28
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$
|
44.06
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Fourth Quarter
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$
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53.35
|
|
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$
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44.93
|
|
Year Ended December 31, 2016
|
|
|
|
||||
First Quarter
|
$
|
53.78
|
|
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$
|
45.79
|
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Second Quarter
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$
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54.39
|
|
|
$
|
45.88
|
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Third Quarter
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$
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57.40
|
|
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$
|
50.18
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Fourth Quarter
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$
|
59.86
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$
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52.27
|
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Plan Category
|
Number of
securities to be issued upon exercise of outstanding options and rights (a) (3) |
|
Weighted average
exercise price of outstanding options (b) (3) |
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Number of securities
available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) (3) |
||||
Equity compensation plans approved by security holders
(1)
|
10,303,567
|
|
(1)
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$
|
36.12
|
|
(1)
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14,344,458
|
|
Equity compensation plans not approved by security holders
(2)
|
122,220
|
|
(2)
|
$
|
14.05
|
|
(2)
|
—
|
|
TOTAL
|
10,425,787
|
|
|
$
|
36.05
|
|
|
14,344,458
|
|
(1)
|
The 2000 Stock Option Plan was approved by our stockholders in June 2000. The 2009 Omnibus Incentive Plan was approved by our stockholders on May 14, 2009. The Intercontinental Exchange Holdings, Inc. 2013 Omnibus Employee Incentive Plan and the Intercontinental Exchange Holdings, Inc. 2013 Omnibus Non-Employee Director Incentive Plan were approved by our stockholders in May 2013. The shareholders of NYSE approved the NYSE Amended and Restated Omnibus Incentive Plan on April 25, 2013. Of the 10,303,567 securities to be issued upon exercise of outstanding options and rights, 3,866,750 are options with a weighted average exercise price of $36.12 and the remaining 6,436,817 securities are restricted stock shares that do not have an exercise price. Of the 6,436,817 restricted stock shares to be issued, 353,560 shares were originally granted under the NYSE Amended and Restated Omnibus Incentive Plan.
|
(2)
|
This category includes the 2003 Restricted Stock Deferral Plan for Outside Directors and the Creditex Amended and Restated 1999 Stock Options/Stock Issuance Plan. It also includes the NYSE 2006 Stock Incentive Plan, subsequent to our acquisition of NYSE. Of the 122,220 securities to be issued upon exercise of outstanding options and rights, 11,955 are options with a weighted average exercise price of $14.05 and the remaining 110,265 securities are restricted stock shares that do not have an exercise price. None of the 11,955 options to be issued were originally granted under the 2006 NYSE Stock Incentive Plan. For more information concerning these plans, see note 10 to our consolidated financial statements and related notes, which are included elsewhere in this Annual Report.
|
Period
(2016)
|
Total number of
shares purchased
|
Average price
paid per share
|
Total number of
shares purchased as
part of publicly
announced plans or
programs(1)
|
Approximate dollar
value of shares that
may yet be
purchased under the
plans or programs
(in millions)(1)
|
October 1 - October 31
|
292,255
|
$53.47
|
292,255
|
$984
|
November 1 - November 30
|
322,056
|
$54.77
|
614,311
|
$967
|
December 1 - December 31
|
288,609
|
$57.83
|
902,920
|
$950
|
Total
|
902,920
|
$55.42
|
902,920
|
$950
|
(1)
|
Refer to note 10 to our consolidated financial statements and related notes, which are included elsewhere in this Annual Report, for details on our stock repurchase plans.
|
|
Year Ended December 31,
|
||||||||||||||||||
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||
(In millions, except for per share data)
|
|||||||||||||||||||
Consolidated Statement of Income Data
(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Transaction and clearing, net
(2)
|
$
|
3,384
|
|
|
$
|
3,228
|
|
|
$
|
3,144
|
|
|
$
|
1,393
|
|
|
$
|
1,185
|
|
Data services
|
1,978
|
|
|
871
|
|
|
691
|
|
|
246
|
|
|
161
|
|
|||||
Listings
|
419
|
|
|
405
|
|
|
367
|
|
|
33
|
|
|
—
|
|
|||||
Other revenues
|
177
|
|
|
178
|
|
|
150
|
|
|
58
|
|
|
17
|
|
|||||
Total revenues
|
5,958
|
|
|
4,682
|
|
|
4,352
|
|
|
1,730
|
|
|
1,363
|
|
|||||
Transaction-based expenses
(2)
|
1,459
|
|
|
1,344
|
|
|
1,260
|
|
|
132
|
|
|
—
|
|
|||||
Total revenues, less transaction-based expenses
|
4,499
|
|
|
3,338
|
|
|
3,092
|
|
|
1,598
|
|
|
1,363
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and benefits
|
945
|
|
|
611
|
|
|
592
|
|
|
302
|
|
|
251
|
|
|||||
Professional services
|
137
|
|
|
139
|
|
|
181
|
|
|
54
|
|
|
33
|
|
|||||
Acquisition-related transaction and integration costs
(3)
|
80
|
|
|
88
|
|
|
129
|
|
|
143
|
|
|
19
|
|
|||||
Technology and communication
|
374
|
|
|
203
|
|
|
188
|
|
|
63
|
|
|
46
|
|
|||||
Rent and occupancy
|
70
|
|
|
57
|
|
|
78
|
|
|
39
|
|
|
19
|
|
|||||
Selling, general and administrative
|
116
|
|
|
116
|
|
|
143
|
|
|
51
|
|
|
37
|
|
|||||
Depreciation and amortization
|
610
|
|
|
374
|
|
|
333
|
|
|
156
|
|
|
131
|
|
|||||
Total operating expenses
|
2,332
|
|
|
1,588
|
|
|
1,644
|
|
|
808
|
|
|
536
|
|
|||||
Operating income
|
2,167
|
|
|
1,750
|
|
|
1,448
|
|
|
790
|
|
|
827
|
|
|||||
Other expense, net
(4)
|
138
|
|
|
97
|
|
|
41
|
|
|
286
|
|
|
37
|
|
|||||
Income from continuing operations before income tax expense
|
2,029
|
|
|
1,653
|
|
|
1,407
|
|
|
504
|
|
|
790
|
|
|||||
Income tax expense
|
580
|
|
|
358
|
|
|
402
|
|
|
184
|
|
|
228
|
|
|||||
Income from continuing operations
|
1,449
|
|
|
1,295
|
|
|
1,005
|
|
|
320
|
|
|
562
|
|
|||||
Income (loss) from discontinued operations, net of tax
(5)
|
—
|
|
|
—
|
|
|
11
|
|
|
(50
|
)
|
|
—
|
|
|||||
Net income
|
$
|
1,449
|
|
|
$
|
1,295
|
|
|
$
|
1,016
|
|
|
$
|
270
|
|
|
$
|
562
|
|
Net income attributable to non-controlling interest
|
(27
|
)
|
|
(21
|
)
|
|
(35
|
)
|
|
(16
|
)
|
|
(10
|
)
|
|||||
Net income attributable to ICE
(6)
|
$
|
1,422
|
|
|
$
|
1,274
|
|
|
$
|
981
|
|
|
$
|
254
|
|
|
$
|
552
|
|
Basic earnings (loss) per share attributable to ICE common shareholders
(7)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
(6)
|
$
|
2.39
|
|
|
$
|
2.29
|
|
|
$
|
1.70
|
|
|
$
|
0.78
|
|
|
$
|
1.52
|
|
Discontinued operations
(5)
|
—
|
|
|
—
|
|
|
0.02
|
|
|
(0.13
|
)
|
|
—
|
|
|||||
Basic earnings per share
|
$
|
2.39
|
|
|
$
|
2.29
|
|
|
$
|
1.72
|
|
|
$
|
0.65
|
|
|
$
|
1.52
|
|
Basic weighted average common shares outstanding
(8)
|
595
|
|
|
556
|
|
|
570
|
|
|
392
|
|
|
364
|
|
|||||
Diluted earnings (loss) per share attributable to ICE common shareholders
(7)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
(6)
|
$
|
2.37
|
|
|
$
|
2.28
|
|
|
$
|
1.69
|
|
|
$
|
0.77
|
|
|
$
|
1.50
|
|
Discontinued operations
(5)
|
—
|
|
|
—
|
|
|
0.02
|
|
|
(0.13
|
)
|
|
—
|
|
|||||
Diluted earnings per share
|
$
|
2.37
|
|
|
$
|
2.28
|
|
|
$
|
1.71
|
|
|
$
|
0.64
|
|
|
$
|
1.50
|
|
Diluted weighted average common shares outstanding
(8)
|
599
|
|
|
559
|
|
|
573
|
|
|
396
|
|
|
367
|
|
|||||
Dividend per share
(7)
|
$
|
0.68
|
|
|
$
|
0.58
|
|
|
$
|
0.52
|
|
|
$
|
0.13
|
|
|
$
|
—
|
|
(1)
|
We acquired several companies during the periods presented and have included the financial results of these companies in our consolidated financial statements effective from the respective acquisition dates. Refer to note 3 to our consolidated financial statements and related notes, which are included elsewhere in this Annual Report, for more information on some of these acquisitions, including the acquisitions of Interactive Data on December 14, 2015 and NYSE on November 13, 2013.
|
(2)
|
Our transaction and clearing fees are presented net of rebates paid to our customers. We also report transaction-based expenses relating to Section 31 fees and payments made for routing services and to certain U.S. equities liquidity providers. For a
|
(3)
|
Acquisition-related transaction and integration costs relate to acquisitions and other strategic opportunities. The acquisition-related transaction costs include fees for investment banking advisors, lawyers, accountants, tax advisors and public relations firms, deal-related bonuses to certain of our employees, as well as costs associated with credit facilities and other external costs directly related to the transactions. We also incurred integration costs during the years ended December 31, 2016, 2015, 2014 and 2013 relating to our NYSE acquisition and during the year ended December 31, 2016 relating to our Interactive Data acquisition, primarily related to employee termination costs, lease terminations costs, costs incurred relating to the IPO of Euronext, transaction-related bonuses and professional services costs incurred relating to the integrations.
|
(4)
|
Other expense, net during the year ended December 31, 2013 includes a $190 million impairment loss on our Cetip investment and a $51 million expense relating to the early payoff of outstanding debt.
|
(5)
|
During the year ended December 31, 2014, we sold 100% of our wholly-owned subsidiary, Euronext, in connection with Euronext's IPO, and we sold our entire interest in
three
companies that comprised the former NYSE Technologies (NYFIX, Metabit and Wombat). We treated the sale of these entities as discontinued operations for all periods presented from their acquisition on November 13, 2013 to their dispositions. See Item 7 “- Management’s Discussion and Analysis of Financial Condition and Results of Operations - Discontinued Operations” and note 16 to our consolidated financial statements and related notes, both of which are included elsewhere in this Annual Report, for more information regarding their presentation as discontinued operations.
|
(6)
|
Our results include certain items that are not reflective of our cash operations and core business performance. Excluding these items, net of taxes, net income attributable to ICE for the year ended
December 31, 2016
would have been
$1.7 billion
; and, basic earnings per share and diluted earnings per share attributable to ICE common shareholders would have been
$2.80
and
$2.78
, respectively. See Item 7 “- Management’s Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measures” included elsewhere in this Annual Report for more information on these items.
|
(7)
|
Figures have been retroactively adjusted to reflect the 5-for-1 stock split effected in the fourth quarter of 2016.
|
|
As of December 31,
|
||||||||||||||||||
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||
(In millions)
|
|||||||||||||||||||
Consolidated Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
(1)
|
$
|
407
|
|
|
$
|
627
|
|
|
$
|
652
|
|
|
$
|
961
|
|
|
$
|
1,612
|
|
Margin deposits and guaranty fund assets
(2)
|
55,150
|
|
|
51,169
|
|
|
47,458
|
|
|
42,216
|
|
|
31,883
|
|
|||||
Total current assets
|
57,133
|
|
|
53,313
|
|
|
50,232
|
|
|
44,269
|
|
|
33,750
|
|
|||||
Goodwill and other intangible assets, net
(1)
|
22,711
|
|
|
22,837
|
|
|
16,315
|
|
|
18,512
|
|
|
2,737
|
|
|||||
Total assets
|
82,003
|
|
|
77,987
|
|
|
68,254
|
|
|
64,422
|
|
|
37,215
|
|
|||||
Margin deposits and guaranty fund liabilities
(2)
|
55,150
|
|
|
51,169
|
|
|
47,458
|
|
|
42,216
|
|
|
31,883
|
|
|||||
Total current liabilities
|
58,617
|
|
|
54,743
|
|
|
50,436
|
|
|
44,321
|
|
|
32,246
|
|
|||||
Short-term and long-term debt
(1)
|
6,364
|
|
|
7,308
|
|
|
4,277
|
|
|
5,058
|
|
|
1,132
|
|
|||||
Equity
(1)
|
15,754
|
|
|
14,840
|
|
|
12,392
|
|
|
12,381
|
|
|
3,677
|
|
(1)
|
The increases in our equity, goodwill and other intangible assets, and debt as of December 31, 2015 primarily relates to our acquisitions of Interactive Data and Trayport. The decrease in our cash and cash equivalents and the increases in our equity, goodwill and other intangible assets, and debt as of December 31, 2013 primarily relates to our acquisition of NYSE. Refer to notes 3, 7 and 9 to our consolidated financial statements and related notes, which are included elsewhere in this Annual Report, for more information on these items.
|
(2)
|
Clearing members of our clearing houses are required to deposit original margin and variation margin and to make deposits to a guaranty fund. The cash deposits made to these margin accounts and to the guaranty fund are recorded in the consolidated balance sheet as current assets with corresponding current liabilities to the clearing members that deposited them. Refer to note 12 to our
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Year Ended December 31,
|
|
|
|
Year Ended December 31,
|
|
|
||||||||||||||
|
2016
|
|
2015
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||
Total revenues, less transaction-based expenses
|
$
|
4,499
|
|
|
$
|
3,338
|
|
|
35
|
%
|
|
$
|
3,338
|
|
|
$
|
3,092
|
|
|
8
|
%
|
Total operating expenses
|
$
|
2,332
|
|
|
$
|
1,588
|
|
|
47
|
%
|
|
$
|
1,588
|
|
|
$
|
1,644
|
|
|
(3
|
)%
|
Adjusted operating expenses
(1)
|
$
|
1,947
|
|
|
$
|
1,365
|
|
|
43
|
%
|
|
$
|
1,365
|
|
|
$
|
1,389
|
|
|
(2
|
)%
|
Operating income
|
$
|
2,167
|
|
|
$
|
1,750
|
|
|
24
|
%
|
|
$
|
1,750
|
|
|
$
|
1,448
|
|
|
21
|
%
|
Adjusted operating income
(1)
|
$
|
2,552
|
|
|
$
|
1,973
|
|
|
29
|
%
|
|
$
|
1,973
|
|
|
$
|
1,703
|
|
|
16
|
%
|
Operating margin
|
48
|
%
|
|
52
|
%
|
|
(4 pts)
|
|
|
52
|
%
|
|
47
|
%
|
|
5 pts
|
|
||||
Adjusted operating margin
(1)
|
57
|
%
|
|
59
|
%
|
|
(2 pts)
|
|
|
59
|
%
|
|
55
|
%
|
|
4 pts
|
|
||||
Other expense, net
|
$
|
138
|
|
|
$
|
97
|
|
|
42
|
%
|
|
$
|
97
|
|
|
$
|
41
|
|
|
134
|
%
|
Income tax expense
|
$
|
580
|
|
|
$
|
358
|
|
|
62
|
%
|
|
$
|
358
|
|
|
$
|
402
|
|
|
(11
|
)%
|
Effective tax rate
|
29
|
%
|
|
22
|
%
|
|
7 pts
|
|
|
22
|
%
|
|
29
|
%
|
|
(7 pts)
|
|
||||
Net income from continuing operations
|
$
|
1,449
|
|
|
$
|
1,295
|
|
|
12
|
%
|
|
$
|
1,295
|
|
|
$
|
1,005
|
|
|
29
|
%
|
Adjusted net income from continuing operations attributable to ICE
(1)
|
$
|
1,665
|
|
|
$
|
1,359
|
|
|
23
|
%
|
|
$
|
1,359
|
|
|
1,104
|
|
|
23
|
%
|
|
Net income attributable to ICE
|
$
|
1,422
|
|
|
$
|
1,274
|
|
|
12
|
%
|
|
$
|
1,274
|
|
|
$
|
981
|
|
|
30
|
%
|
Diluted earnings per share attributable to ICE common shareholders from continuing operations
|
$
|
2.37
|
|
|
$
|
2.28
|
|
|
4
|
%
|
|
$
|
2.28
|
|
|
$
|
1.69
|
|
|
35
|
%
|
Adjusted diluted earnings per share attributable to ICE common shareholders from continuing operations
(1)
|
$
|
2.78
|
|
|
$
|
2.43
|
|
|
14
|
%
|
|
$
|
2.43
|
|
|
$
|
1.92
|
|
|
27
|
%
|
Cash flows from operating activities of continuing operations
|
$
|
2,149
|
|
|
$
|
1,311
|
|
|
64
|
%
|
|
$
|
1,311
|
|
|
$
|
1,463
|
|
|
(10
|
)%
|
•
|
Total revenues, less transaction-based expenses, increased $1.2 billion for the year ended
December 31, 2016
, from the comparable period in
2015
, primarily due to our acquisitions of Interactive Data, Trayport, Securities Evaluations and Credit
|
•
|
Total revenues, less transaction-based expenses, increased $246 million for the year ended December 31, 2015, from the comparable period in 2014, primarily due to increases in our data services revenues, listings revenues and Brent crude transaction and clearing revenues. The data services fee revenues increase was partially due to $50 million in data services revenues from Interactive Data and Trayport during the year ended December 31, 2015, subsequent to their acquisitions. These revenue increases were partially offset by decreases in certain interest rate transaction and clearing revenues compared to the prior year period. Also partially offsetting the revenue increases were unfavorable foreign exchange effects of $55 million arising from the strengthening U.S. dollar (primarily impacting revenues billed in pounds sterling and euros), for the year ended December 31, 2015 from the comparable period in 2014.
|
•
|
Total operating expenses increased $744 million for the year ended
December 31, 2016
, from the comparable period in
2015
, primarily due to increased operating expenses relating to Interactive Data, Trayport, Securities Evaluations and Credit Market Analysis and $33 million relating to the Creditex customer relationship intangible asset impairment recorded in September 2016. Excluding acquisition-related transaction and integration costs, we recognized $812 million in Interactive Data, Trayport, Securities Evaluations and Credit Market Analysis operating expenses for the year ended
December 31, 2016
, compared to $39 million in Interactive Data and Trayport operating expenses for the year ended December 31, 2015, subsequent to their acquisitions in December 2015. These increases were partially offset by decreases in professional services expenses and selling, general and administrative expenses for the year ended
December 31, 2016
, from the comparable period in 2015. Also partially offsetting the operating expense increases were favorable foreign exchange effects of $40 million arising from the strengthening U.S. dollar (primarily impacting operating expenses incurred in pounds sterling) for the year ended
December 31, 2016
, from the comparable period in
2015
.
|
•
|
Total operating expenses decreased $56 million for the year ended December 31, 2015, from the comparable period in 2014, primarily due to decreases in acquisition-related transaction and integration costs, professional services expenses, rent and occupancy expenses, and selling, general and administrative expenses. Operating expenses also decreased due to the impact of a strengthening U.S. dollar on our foreign currency exchange rates (primarily for those operating expenses incurred in pounds sterling and euros), which reduced our operating expenses by $17 million for the year ended December 31, 2015, from the comparable period in 2014. These decreases were partially offset by increases in depreciation expenses compared to the prior year period primarily due to fixed asset additions relating to the NYSE integration and real estate expenditures relating primarily to the Atlanta and New York headquarters. We also had increases in operating expenses during the year ended December 31, 2015 of $39 million from Interactive Data and Trayport (excluding acquisition-related transaction and integration costs), subsequent to their acquisitions.
|
•
|
The lower effective tax rate and income tax expense for the year ended December 31, 2015 are primarily due to the deferred tax benefit associated with future U.K. income tax rate reductions along with certain favorable settlements with various taxing authorities.
|
|
Year Ended December 31,
|
|
|
|
Year Ended December 31,
|
|
|
||||||||||||||
|
2016
|
|
2015
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Brent crude futures and options contracts
|
$
|
299
|
|
|
$
|
263
|
|
|
14
|
%
|
|
$
|
263
|
|
|
$
|
231
|
|
|
13
|
%
|
Other oil futures and options contracts
|
118
|
|
|
112
|
|
|
5
|
|
|
112
|
|
|
99
|
|
|
14
|
|
||||
Gasoil futures and options contracts
|
98
|
|
|
93
|
|
|
4
|
|
|
93
|
|
|
82
|
|
|
14
|
|
||||
Natural gas futures and options contracts
|
208
|
|
|
199
|
|
|
4
|
|
|
199
|
|
|
194
|
|
|
3
|
|
||||
Power futures and options contracts
|
83
|
|
|
79
|
|
|
5
|
|
|
79
|
|
|
77
|
|
|
3
|
|
||||
Emissions and other energy futures and options contracts
|
59
|
|
|
58
|
|
|
—
|
|
|
58
|
|
|
71
|
|
|
(17
|
)
|
||||
Sugar futures and options contracts
|
109
|
|
|
110
|
|
|
—
|
|
|
110
|
|
|
95
|
|
|
16
|
|
||||
Other agricultural and metals futures and options contracts
|
119
|
|
|
101
|
|
|
17
|
|
|
101
|
|
|
96
|
|
|
6
|
|
||||
Interest rates futures and options contracts
|
177
|
|
|
206
|
|
|
(13
|
)
|
|
206
|
|
|
268
|
|
|
(24
|
)
|
||||
Other financial futures and options contracts
|
141
|
|
|
136
|
|
|
4
|
|
|
136
|
|
|
128
|
|
|
5
|
|
||||
Cash equities and equity options
|
1,780
|
|
|
1,676
|
|
|
6
|
|
|
1,676
|
|
|
1,593
|
|
|
5
|
|
||||
Credit default swaps
|
143
|
|
|
149
|
|
|
(4
|
)
|
|
149
|
|
|
161
|
|
|
(7
|
)
|
||||
Other transactions
|
50
|
|
|
46
|
|
|
8
|
|
|
46
|
|
|
49
|
|
|
(6
|
)
|
||||
Transaction and clearing, net
|
3,384
|
|
|
3,228
|
|
|
5
|
|
|
3,228
|
|
|
3,144
|
|
|
3
|
|
||||
Other revenues
|
177
|
|
|
178
|
|
|
—
|
|
|
178
|
|
|
150
|
|
|
18
|
|
||||
Revenues
|
3,561
|
|
|
3,406
|
|
|
5
|
|
|
3,406
|
|
|
3,294
|
|
|
3
|
|
||||
Transaction-based expenses
|
1,459
|
|
|
1,344
|
|
|
9
|
|
|
1,344
|
|
|
1,260
|
|
|
7
|
|
||||
Revenues, less transaction-based expenses
|
2,102
|
|
|
2,062
|
|
|
2
|
%
|
|
2,062
|
|
|
2,034
|
|
|
1
|
%
|
||||
Other operating expenses
|
624
|
|
|
670
|
|
|
(7
|
)%
|
|
670
|
|
|
735
|
|
|
(9
|
)%
|
||||
Acquisition-related transaction and integration costs
|
10
|
|
|
28
|
|
|
(64
|
)%
|
|
28
|
|
|
64
|
|
|
(57
|
)%
|
||||
Depreciation and amortization (including impairment)
|
246
|
|
|
217
|
|
|
13
|
%
|
|
217
|
|
|
212
|
|
|
2
|
%
|
||||
Operating expenses
|
880
|
|
|
915
|
|
|
(4
|
)%
|
|
915
|
|
|
1,011
|
|
|
(10
|
)%
|
||||
Operating income
|
$
|
1,222
|
|
|
$
|
1,147
|
|
|
7
|
%
|
|
$
|
1,147
|
|
|
$
|
1,023
|
|
|
12
|
%
|
Volume and Rate per Contract
|
|
Year Ended
December 31, |
|
|
|
Year Ended
December 31, |
|
|
||||||||||||||
|
2016
|
|
2015
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||
Number of contracts traded:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Brent crude futures and options
|
227
|
|
|
197
|
|
|
15
|
%
|
|
197
|
|
|
174
|
|
|
14
|
%
|
||||
Other oil futures and options
|
96
|
|
|
86
|
|
|
12
|
|
|
86
|
|
|
69
|
|
|
24
|
|
||||
Gasoil futures and options
|
66
|
|
|
64
|
|
|
5
|
|
|
64
|
|
|
53
|
|
|
19
|
|
||||
Natural gas futures and options
|
221
|
|
|
226
|
|
|
(2
|
)
|
|
226
|
|
|
235
|
|
|
(4
|
)
|
||||
Power futures and options
|
28
|
|
|
29
|
|
|
(3
|
)
|
|
29
|
|
|
28
|
|
|
2
|
|
||||
Emissions and other energy futures and options
|
10
|
|
|
9
|
|
|
11
|
|
|
9
|
|
|
10
|
|
|
(11
|
)
|
||||
Sugar futures and options
|
43
|
|
|
43
|
|
|
—
|
|
|
43
|
|
|
36
|
|
|
18
|
|
||||
Other agricultural and metals futures and options
|
57
|
|
|
47
|
|
|
21
|
|
|
47
|
|
|
44
|
|
|
9
|
|
||||
Interest rates futures and options
|
412
|
|
|
370
|
|
|
12
|
|
|
370
|
|
|
415
|
|
|
(11
|
)
|
||||
Other financial futures and options
|
151
|
|
|
144
|
|
|
5
|
|
|
144
|
|
|
150
|
|
|
(4
|
)
|
||||
Total
|
1,311
|
|
|
1,215
|
|
|
8
|
%
|
|
1,215
|
|
|
1,214
|
|
|
—
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Rate per contract:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Energy futures and options rate per contract
|
$
|
1.33
|
|
|
$
|
1.32
|
|
|
1
|
%
|
|
$
|
1.32
|
|
|
$
|
1.32
|
|
|
—
|
%
|
Agricultural and metals futures and options rate per contract
|
$
|
2.27
|
|
|
$
|
2.34
|
|
|
(3
|
)%
|
|
$
|
2.34
|
|
|
$
|
2.38
|
|
|
(2
|
)%
|
Interest rates and other financial futures and options rate per contract
|
$
|
0.54
|
|
|
$
|
0.63
|
|
|
(14
|
)%
|
|
$
|
0.63
|
|
|
$
|
0.67
|
|
|
(6
|
)%
|
Open Interest
|
|
As of December 31,
|
|
|
|
As of December 31,
|
|
|
||||||||||
|
2016
|
|
2015
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||
Open interest — in thousands of contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Brent crude futures and options
|
3,723
|
|
|
3,642
|
|
|
2
|
%
|
|
3,642
|
|
|
3,804
|
|
|
(4
|
)%
|
Other oil futures and options
|
5,105
|
|
|
4,930
|
|
|
4
|
|
|
4,930
|
|
|
4,763
|
|
|
4
|
|
Gasoil futures and options
|
854
|
|
|
750
|
|
|
14
|
|
|
750
|
|
|
526
|
|
|
43
|
|
Natural gas futures and options
|
17,334
|
|
|
17,769
|
|
|
(2
|
)
|
|
17,769
|
|
|
20,517
|
|
|
(13
|
)
|
Power futures and options
|
7,204
|
|
|
7,524
|
|
|
(4
|
)
|
|
7,524
|
|
|
7,167
|
|
|
5
|
|
Emissions and other energy futures and options
|
1,549
|
|
|
1,718
|
|
|
(10
|
)
|
|
1,718
|
|
|
1,660
|
|
|
4
|
|
Sugar futures and options
|
1,649
|
|
|
1,769
|
|
|
(7
|
)
|
|
1,769
|
|
|
1,479
|
|
|
20
|
|
Other agricultural and metals futures and options
|
2,271
|
|
|
2,108
|
|
|
8
|
|
|
2,108
|
|
|
1,828
|
|
|
15
|
|
Interest rates futures and options
|
13,943
|
|
|
19,143
|
|
|
(27
|
)
|
|
19,143
|
|
|
13,042
|
|
|
47
|
|
Other financial futures and options
|
5,470
|
|
|
4,691
|
|
|
17
|
|
|
4,691
|
|
|
4,925
|
|
|
(5
|
)
|
Total
|
59,102
|
|
|
64,044
|
|
|
(8
|
)%
|
|
64,044
|
|
|
59,711
|
|
|
7
|
%
|
|
Year Ended December 31,
|
|
|
|
Year Ended December 31,
|
|
|
||||||||||
|
2016
|
|
2015
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||
Cash products (shares in millions):
|
|
|
|
|
|
|
|
|
|
|
|
||||||
NYSE listed (tape A) issues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Handled volume
|
1,269
|
|
|
1,203
|
|
|
5
|
%
|
|
1,203
|
|
|
1,063
|
|
|
13
|
%
|
Matched volume
|
1,256
|
|
|
1,185
|
|
|
6
|
%
|
|
1,185
|
|
|
1,039
|
|
|
14
|
%
|
Total NYSE listed consolidated volume
|
3,918
|
|
|
3,685
|
|
|
6
|
%
|
|
3,685
|
|
|
3,391
|
|
|
9
|
%
|
Share of total matched consolidated volume
|
32.1
|
%
|
|
32.2
|
%
|
|
(0.1) pts
|
|
|
32.2
|
%
|
|
30.6
|
%
|
|
1.5 pts
|
|
NYSE Arca, NYSE MKT and regional listed (tape B) issues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Handled volume
|
372
|
|
|
310
|
|
|
20
|
%
|
|
310
|
|
|
258
|
|
|
20
|
%
|
Matched volume
|
360
|
|
|
296
|
|
|
22
|
%
|
|
296
|
|
|
244
|
|
|
21
|
%
|
Total NYSE Arca, NYSE MKT and regional listed consolidated volume
|
1,536
|
|
|
1,355
|
|
|
13
|
%
|
|
1,355
|
|
|
1,099
|
|
|
23
|
%
|
Share of total matched consolidated volume
|
23.4
|
%
|
|
21.8
|
%
|
|
1.6 pts
|
|
|
21.8
|
%
|
|
22.2
|
%
|
|
(0.4) pts
|
|
Nasdaq listed (tape C) issues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Handled volume
|
186
|
|
|
217
|
|
|
(14
|
)%
|
|
217
|
|
|
204
|
|
|
6
|
%
|
Matched volume
|
177
|
|
|
206
|
|
|
(14
|
)%
|
|
206
|
|
|
189
|
|
|
9
|
%
|
Total Nasdaq listed consolidated volume
|
1,907
|
|
|
1,894
|
|
|
1
|
%
|
|
1,894
|
|
|
1,955
|
|
|
(3
|
)%
|
Share of total matched consolidated volume
|
9.3
|
%
|
|
10.9
|
%
|
|
(1.6) pts
|
|
|
10.9
|
%
|
|
9.7
|
%
|
|
1.2 pts
|
|
Total cash volume handled
|
1,828
|
|
|
1,730
|
|
|
6
|
%
|
|
1,730
|
|
|
1,525
|
|
|
13
|
%
|
Total cash market share matched
|
24.4
|
%
|
|
24.3
|
%
|
|
0.1 pts
|
|
|
24.3
|
%
|
|
22.8
|
%
|
|
1.5 pts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Equity options (contracts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
||||||
NYSE equity options
|
2,719
|
|
|
2,867
|
|
|
(5
|
)%
|
|
2,867
|
|
|
3,577
|
|
|
(20
|
)%
|
Total equity options volume
|
14,391
|
|
|
14,793
|
|
|
(3
|
)%
|
|
14,793
|
|
|
15,258
|
|
|
(3
|
)%
|
NYSE share of total equity options
|
18.9
|
%
|
|
19.4
|
%
|
|
(0.5) pts
|
|
|
19.4
|
%
|
|
23.4
|
%
|
|
(4.0) pts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenue capture or rate per contract:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash products revenue capture (per 100 shares)
|
$0.049
|
|
$0.050
|
|
(4
|
)%
|
|
$0.050
|
|
$0.050
|
|
1
|
%
|
||||
Equity options rate per contract
|
$0.143
|
|
$0.156
|
|
(8
|
)%
|
|
$0.156
|
|
$0.158
|
|
(2
|
)%
|
|
Year Ended December 31,
|
|
|
|
Year Ended December 31,
|
|
|
||||||||||||||
|
2016
|
|
2015
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Pricing and analytics
|
$
|
858
|
|
|
$
|
151
|
|
|
469
|
%
|
|
$
|
151
|
|
|
$
|
26
|
|
|
491
|
%
|
Desktops and connectivity
|
585
|
|
|
250
|
|
|
134
|
|
|
250
|
|
|
219
|
|
|
14
|
|
||||
Exchange data
|
535
|
|
|
470
|
|
|
14
|
|
|
470
|
|
|
446
|
|
|
5
|
|
||||
Data services
|
1,978
|
|
|
871
|
|
|
127
|
|
|
871
|
|
|
691
|
|
|
26
|
|
||||
Listings
|
419
|
|
|
405
|
|
|
4
|
|
|
405
|
|
|
367
|
|
|
10
|
|
||||
Revenues
|
2,397
|
|
|
1,276
|
|
|
88
|
|
|
1,276
|
|
|
1,058
|
|
|
21
|
|
||||
Other operating expenses
|
1,018
|
|
|
456
|
|
|
123
|
|
|
456
|
|
|
448
|
|
|
2
|
|
||||
Acquisition-related transaction and integration costs
|
70
|
|
|
60
|
|
|
17
|
|
|
60
|
|
|
120
|
|
|
(7
|
)
|
||||
Depreciation and amortization
|
364
|
|
|
157
|
|
|
133
|
|
|
157
|
|
|
65
|
|
|
30
|
|
||||
Operating expenses
|
1,452
|
|
|
673
|
|
|
116
|
|
|
673
|
|
|
633
|
|
|
6
|
|
||||
Operating income
|
$
|
945
|
|
|
$
|
603
|
|
|
57
|
%
|
|
$
|
603
|
|
|
$
|
425
|
|
|
42
|
%
|
|
Year Ended
December 31, |
|
|
|
Year Ended
December 31, |
|
|
||||||||||||||
|
2016
|
|
2015
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||
Compensation and benefits
|
$
|
945
|
|
|
$
|
611
|
|
|
55
|
%
|
|
$
|
611
|
|
|
$
|
592
|
|
|
3
|
%
|
Professional services
|
137
|
|
|
139
|
|
(1
|
)
|
|
139
|
|
181
|
|
(23
|
)
|
|||||||
Acquisition-related transaction and integration costs
|
80
|
|
|
88
|
|
(9
|
)
|
|
88
|
|
129
|
|
(32
|
)
|
|||||||
Technology and communication
|
374
|
|
|
203
|
|
84
|
|
|
203
|
|
188
|
|
8
|
|
|||||||
Rent and occupancy
|
70
|
|
|
57
|
|
21
|
|
|
57
|
|
78
|
|
(27
|
)
|
|||||||
Selling, general and administrative
|
116
|
|
|
116
|
|
—
|
|
|
116
|
|
143
|
|
(19
|
)
|
|||||||
Depreciation and amortization
|
610
|
|
|
374
|
|
63
|
|
|
374
|
|
333
|
|
12
|
|
|||||||
Total operating expenses
|
$
|
2,332
|
|
|
$
|
1,588
|
|
|
47
|
%
|
|
$
|
1,588
|
|
|
$
|
1,644
|
|
|
(3
|
)%
|
|
Year Ended
December 31, |
|
|
|
Year Ended
December 31, |
|
|
||||||||||||||
|
2016
|
|
2015
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
$
|
(178
|
)
|
|
$
|
(97
|
)
|
|
83
|
%
|
|
$
|
(97
|
)
|
|
$
|
(96
|
)
|
|
1
|
%
|
Other income, net
|
40
|
|
|
—
|
|
|
n/a
|
|
|
—
|
|
|
55
|
|
|
n/a
|
|
||||
Total other expense, net
|
$
|
(138
|
)
|
|
$
|
(97
|
)
|
|
42
|
%
|
|
$
|
(97
|
)
|
|
$
|
(41
|
)
|
|
134
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income attributable to non-controlling interest
|
$
|
(27
|
)
|
|
$
|
(21
|
)
|
|
28
|
%
|
|
$
|
(21
|
)
|
|
$
|
(35
|
)
|
|
(39
|
)%
|
|
Year Ended December 31, 2014
|
||
Revenues:
|
|
||
European equity derivatives futures and options contracts
|
$
|
45
|
|
European cash equities
|
116
|
|
|
Total transaction and clearing fees, net
|
161
|
|
|
Market data fees
|
60
|
|
|
Listing fees
|
19
|
|
|
Other revenues
|
112
|
|
|
Total revenues
|
352
|
|
|
Transaction-based expenses
|
5
|
|
|
Total revenues, less transaction-based expenses
|
347
|
|
|
Compensation and benefits
|
105
|
|
|
Technology and communication
|
31
|
|
|
Professional services
|
31
|
|
|
Rent and occupancy
|
12
|
|
|
Acquisition-related transaction and integration costs
|
103
|
|
|
Selling, general, administrative
|
16
|
|
|
Depreciation and amortization
|
16
|
|
|
Total operating expenses
|
314
|
|
|
Operating income
|
33
|
|
|
Other income, net
|
5
|
|
|
Income tax expense
|
27
|
|
|
Income from discontinued operations, net of tax
|
$
|
11
|
|
|
Three Months Ended,
|
||||||||||||||||||||||||||||||
|
December 31,
2016 (1) |
|
September 30, 2016
(1)
|
|
June 30, 2016
(1)
|
|
March 31, 2016
(1)
|
|
December 31,
2015 (1) |
|
September 30, 2015
|
|
June 30, 2015
|
|
March 31, 2015
|
||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Brent crude futures and options contracts
|
$
|
75
|
|
|
$
|
70
|
|
|
$
|
72
|
|
|
$
|
82
|
|
|
$
|
64
|
|
|
$
|
65
|
|
|
$
|
60
|
|
|
$
|
74
|
|
Other oil futures and options contracts
|
32
|
|
|
30
|
|
|
27
|
|
|
29
|
|
|
26
|
|
|
27
|
|
|
26
|
|
|
33
|
|
||||||||
Gasoil futures and options contracts
|
25
|
|
|
25
|
|
|
24
|
|
|
24
|
|
|
24
|
|
|
24
|
|
|
21
|
|
|
24
|
|
||||||||
Natural gas futures and options contracts
|
54
|
|
|
46
|
|
|
51
|
|
|
57
|
|
|
52
|
|
|
46
|
|
|
43
|
|
|
58
|
|
||||||||
Power futures and options contracts
|
21
|
|
|
18
|
|
|
23
|
|
|
21
|
|
|
20
|
|
|
17
|
|
|
21
|
|
|
21
|
|
||||||||
Emissions and other energy futures and options contracts
|
17
|
|
|
10
|
|
|
15
|
|
|
17
|
|
|
16
|
|
|
13
|
|
|
12
|
|
|
17
|
|
||||||||
Sugar futures and options contracts
|
18
|
|
|
25
|
|
|
34
|
|
|
32
|
|
|
23
|
|
|
30
|
|
|
30
|
|
|
27
|
|
||||||||
Other agricultural and metals futures and options contracts
|
29
|
|
|
27
|
|
|
33
|
|
|
30
|
|
|
25
|
|
|
23
|
|
|
27
|
|
|
26
|
|
||||||||
Interest rates futures and options contracts
|
40
|
|
|
37
|
|
|
44
|
|
|
56
|
|
|
57
|
|
|
43
|
|
|
50
|
|
|
56
|
|
||||||||
Other financial futures and options contracts
|
34
|
|
|
33
|
|
|
36
|
|
|
38
|
|
|
33
|
|
|
38
|
|
|
32
|
|
|
33
|
|
||||||||
Cash equities and equity options
|
426
|
|
|
410
|
|
|
454
|
|
|
490
|
|
|
428
|
|
|
457
|
|
|
379
|
|
|
412
|
|
||||||||
Credit default swaps
|
34
|
|
|
35
|
|
|
34
|
|
|
40
|
|
|
34
|
|
|
38
|
|
|
34
|
|
|
43
|
|
||||||||
Other transactions
|
13
|
|
|
11
|
|
|
13
|
|
|
13
|
|
|
12
|
|
|
10
|
|
|
12
|
|
|
12
|
|
||||||||
Total transaction and clearing, net
|
818
|
|
|
777
|
|
|
860
|
|
|
929
|
|
|
814
|
|
|
831
|
|
|
747
|
|
|
836
|
|
||||||||
Pricing and analytics
|
234
|
|
|
209
|
|
|
211
|
|
|
204
|
|
|
63
|
|
|
36
|
|
|
27
|
|
|
25
|
|
||||||||
Desktops and connectivity
|
149
|
|
|
144
|
|
|
147
|
|
|
145
|
|
|
76
|
|
|
58
|
|
|
58
|
|
|
58
|
|
||||||||
Exchange data
|
132
|
|
|
136
|
|
|
139
|
|
|
128
|
|
|
118
|
|
|
115
|
|
|
120
|
|
|
117
|
|
||||||||
Total data services
(1)
|
515
|
|
|
489
|
|
|
497
|
|
|
477
|
|
|
257
|
|
|
209
|
|
|
205
|
|
|
200
|
|
||||||||
Listings
|
105
|
|
|
106
|
|
|
105
|
|
|
103
|
|
|
102
|
|
|
101
|
|
|
101
|
|
|
101
|
|
||||||||
Other revenues
|
46
|
|
|
44
|
|
|
42
|
|
|
45
|
|
|
46
|
|
|
46
|
|
|
43
|
|
|
43
|
|
||||||||
Total revenues
|
1,484
|
|
|
1,416
|
|
|
1,504
|
|
|
1,554
|
|
|
1,219
|
|
|
1,187
|
|
|
1,096
|
|
|
1,180
|
|
||||||||
Transaction-based expenses
|
346
|
|
|
338
|
|
|
375
|
|
|
400
|
|
|
344
|
|
|
371
|
|
|
299
|
|
|
330
|
|
||||||||
Total revenues, less transaction-based expenses
|
1,138
|
|
|
1,078
|
|
|
1,129
|
|
|
1,154
|
|
|
875
|
|
|
816
|
|
|
797
|
|
|
850
|
|
||||||||
Compensation and benefits
|
237
|
|
|
236
|
|
|
236
|
|
|
236
|
|
|
166
|
|
|
150
|
|
|
144
|
|
|
151
|
|
||||||||
Professional services
|
36
|
|
|
32
|
|
|
37
|
|
|
32
|
|
|
37
|
|
|
37
|
|
|
32
|
|
|
33
|
|
||||||||
Acquisition-related transaction and integration costs
|
19
|
|
|
14
|
|
|
20
|
|
|
27
|
|
|
54
|
|
|
8
|
|
|
7
|
|
|
19
|
|
||||||||
Technology and communication
|
97
|
|
|
93
|
|
|
92
|
|
|
92
|
|
|
56
|
|
|
49
|
|
|
47
|
|
|
51
|
|
||||||||
Rent and occupancy
|
18
|
|
|
17
|
|
|
17
|
|
|
18
|
|
|
12
|
|
|
14
|
|
|
15
|
|
|
16
|
|
||||||||
Selling, general and administrative
|
33
|
|
|
31
|
|
|
30
|
|
|
22
|
|
|
34
|
|
|
24
|
|
|
29
|
|
|
29
|
|
||||||||
Depreciation and amortization
(2)
|
140
|
|
|
181
|
|
|
146
|
|
|
143
|
|
|
98
|
|
|
94
|
|
|
93
|
|
|
89
|
|
||||||||
Total operating expenses
|
580
|
|
|
604
|
|
|
578
|
|
|
570
|
|
|
457
|
|
|
376
|
|
|
367
|
|
|
388
|
|
||||||||
Operating income
|
558
|
|
|
474
|
|
|
551
|
|
|
584
|
|
|
418
|
|
|
440
|
|
|
430
|
|
|
462
|
|
||||||||
Other expense, net
|
(28
|
)
|
|
(31
|
)
|
|
(35
|
)
|
|
(44
|
)
|
|
(27
|
)
|
|
(17
|
)
|
|
(32
|
)
|
|
(21
|
)
|
||||||||
Income tax expense
(3)
|
171
|
|
|
93
|
|
|
153
|
|
|
163
|
|
|
18
|
|
|
113
|
|
|
109
|
|
|
118
|
|
||||||||
Net income
|
$
|
359
|
|
|
$
|
350
|
|
|
$
|
363
|
|
|
$
|
377
|
|
|
$
|
373
|
|
|
$
|
310
|
|
|
$
|
289
|
|
|
$
|
323
|
|
Net income attributable to non-controlling interest
|
(7
|
)
|
|
(6
|
)
|
|
(6
|
)
|
|
(8
|
)
|
|
(3
|
)
|
|
(4
|
)
|
|
(6
|
)
|
|
(8
|
)
|
||||||||
Net income attributable to ICE
|
$
|
352
|
|
|
$
|
344
|
|
|
$
|
357
|
|
|
$
|
369
|
|
|
$
|
370
|
|
|
$
|
306
|
|
|
$
|
283
|
|
|
$
|
315
|
|
|
Year Ended December 31,
|
||||||||||
2016
|
|
2015
|
|
2014
|
|||||||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities from continuing operations
|
$
|
2,149
|
|
|
$
|
1,311
|
|
|
$
|
1,463
|
|
Investing activities from continuing operations
|
(898
|
)
|
|
(3,298
|
)
|
|
36
|
|
|||
Financing activities from continuing operations
|
(1,462
|
)
|
|
1,976
|
|
|
(1,673
|
)
|
|||
Discontinued operations
|
—
|
|
|
—
|
|
|
(114
|
)
|
|||
Effect of exchange rate changes
|
(9
|
)
|
|
(14
|
)
|
|
(21
|
)
|
|||
Net decrease in cash and cash equivalents
|
$
|
(220
|
)
|
|
$
|
(25
|
)
|
|
$
|
(309
|
)
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Debt:
|
|
|
|
||||
Commercial Paper
|
$
|
1,642
|
|
|
$
|
2,591
|
|
NYSE USD Notes (2.00% senior unsecured notes due October 5, 2017)
|
851
|
|
|
—
|
|
||
Short-term debt
|
2,493
|
|
|
2,591
|
|
||
NYSE USD Notes (2.00% senior unsecured notes due October 5, 2017)
|
—
|
|
|
852
|
|
||
2018 Senior Notes (2.50% senior unsecured notes due October 15, 2018)
|
598
|
|
|
597
|
|
||
2020 Senior Notes (2.75% senior unsecured notes due December 1, 2020)
|
1,242
|
|
|
1,239
|
|
||
2023 Senior Notes (4.00% senior unsecured notes due October 15, 2023)
|
790
|
|
|
789
|
|
||
2025 Senior Notes (3.75% senior unsecured notes due December 1, 2025)
|
1,241
|
|
|
1,240
|
|
||
Long-term debt
|
3,871
|
|
|
4,717
|
|
||
Total debt
|
$
|
6,364
|
|
|
$
|
7,308
|
|
|
Trading and Clearing Segment
|
|
Data and Listings Segment
|
|
Consolidated
|
||||||||||||||||||||||||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||
Total revenues, less transaction-based expenses
|
$
|
2,102
|
|
|
$
|
2,062
|
|
|
$
|
2,034
|
|
|
$
|
2,397
|
|
|
$
|
1,276
|
|
|
$
|
1,058
|
|
|
$
|
4,499
|
|
|
$
|
3,338
|
|
|
$
|
3,092
|
|
Operating expenses
|
880
|
|
|
915
|
|
|
1,011
|
|
|
1,452
|
|
|
673
|
|
|
633
|
|
|
2,332
|
|
|
1,588
|
|
|
1,644
|
|
|||||||||
Less: NYSE and Interactive Data transaction and integration costs and acquisition related success fees
|
1
|
|
|
24
|
|
|
60
|
|
|
45
|
|
|
59
|
|
|
64
|
|
|
46
|
|
|
83
|
|
|
124
|
|
|||||||||
Less: Employee severance costs related to Creditex U.K. brokerage operations
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|||||||||
Less: Creditex customer relationship intangible asset impairment
|
33
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|||||||||
Less: Amortization of acquisition-related intangibles
|
72
|
|
|
82
|
|
|
83
|
|
|
230
|
|
|
58
|
|
|
48
|
|
|
302
|
|
|
140
|
|
|
131
|
|
|||||||||
Adjusted operating expenses
|
$
|
770
|
|
|
$
|
809
|
|
|
$
|
868
|
|
|
$
|
1,177
|
|
|
$
|
556
|
|
|
$
|
521
|
|
|
$
|
1,947
|
|
|
$
|
1,365
|
|
|
$
|
1,389
|
|
Operating income
|
$
|
1,222
|
|
|
$
|
1,147
|
|
|
$
|
1,023
|
|
|
$
|
945
|
|
|
$
|
603
|
|
|
$
|
425
|
|
|
$
|
2,167
|
|
|
$
|
1,750
|
|
|
$
|
1,448
|
|
Adjusted operating income
|
$
|
1,332
|
|
|
$
|
1,253
|
|
|
$
|
1,166
|
|
|
$
|
1,220
|
|
|
$
|
720
|
|
|
$
|
537
|
|
|
$
|
2,552
|
|
|
$
|
1,973
|
|
|
$
|
1,703
|
|
Operating margin
|
58
|
%
|
|
56
|
%
|
|
50
|
%
|
|
39
|
%
|
|
47
|
%
|
|
40
|
%
|
|
48
|
%
|
|
52
|
%
|
|
47
|
%
|
|||||||||
Adjusted operating margin
|
63
|
%
|
|
61
|
%
|
|
57
|
%
|
|
51
|
%
|
|
56
|
%
|
|
51
|
%
|
|
57
|
%
|
|
59
|
%
|
|
55
|
%
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net income attributable to Intercontinental Exchange, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,422
|
|
|
$
|
1,274
|
|
|
$
|
981
|
|
||||||||||||
Add: NYSE and Interactive Data transaction and integration costs and acquisition related success fees
|
|
|
|
|
|
|
|
|
|
|
|
|
46
|
|
|
83
|
|
|
124
|
|
|||||||||||||||
Add: Amortization of acquisition-related intangibles
|
|
|
|
|
|
|
|
|
|
|
|
|
302
|
|
|
140
|
|
|
131
|
|
|||||||||||||||
Add: Employee severance costs related to Creditex U.K. brokerage operations
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|||||||||||||||
Add: Creditex customer relationship intangible asset impairment
|
|
|
|
|
|
|
|
|
|
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|||||||||||||||
Add: Litigation settlements and accruals, net
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|||||||||||||||
Add: Pre-acquisition interest expense on debt issued for Interactive Data acquisition
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|||||||||||||||
Less: Net gain on the sale of 6% remaining ownership in Euronext
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||||||||||||
Less: Other income from OCC equity investment
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
|||||||||||||||
Less: Income tax effect related to the items above
|
|
|
|
|
|
|
|
|
|
|
|
|
(143
|
)
|
|
(83
|
)
|
|
(89
|
)
|
|||||||||||||||
Less: Deferred tax adjustments on acquisition-related intangibles
|
|
|
|
|
|
|
|
|
|
|
|
|
(22
|
)
|
|
(82
|
)
|
|
(14
|
)
|
|||||||||||||||
Add: Other tax adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
23
|
|
|
7
|
|
|
12
|
|
|||||||||||||||
Less: Income from discontinued operations, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|||||||||||||||
Adjusted net income attributable to ICE common shareholders from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,665
|
|
|
$
|
1,359
|
|
|
$
|
1,104
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Basic earnings per share attributable to ICE common shareholders from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2.39
|
|
|
$
|
2.29
|
|
|
$
|
1.70
|
|
||||||||||||
Diluted earnings per share attributable to ICE common shareholders from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2.37
|
|
|
$
|
2.28
|
|
|
$
|
1.69
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Adjusted basic earnings per share attributable to ICE common shareholders from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2.80
|
|
|
$
|
2.44
|
|
|
$
|
1.93
|
|
||||||||||||
Adjusted diluted earnings per share attributable to ICE common shareholders from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2.78
|
|
|
$
|
2.43
|
|
|
$
|
1.92
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Basic weighted average common shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
595
|
|
|
556
|
|
|
570
|
|
|||||||||||||||
Diluted weighted average common shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
599
|
|
|
559
|
|
|
573
|
|
|
Trading and Clearing Segment
|
|
Data and Listings Segment
|
|
Consolidated
|
||||||||||||||||||||||||||||||
|
Three Months Ended December 31,
|
|
Three Months Ended December 31,
|
|
Three Months Ended December 31,
|
||||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||
Total revenues, less transaction-based expenses
|
$
|
518
|
|
|
$
|
516
|
|
|
$
|
516
|
|
|
$
|
620
|
|
|
$
|
359
|
|
|
$
|
284
|
|
|
$
|
1,138
|
|
|
$
|
875
|
|
|
$
|
800
|
|
Operating expenses
|
208
|
|
|
241
|
|
|
231
|
|
|
372
|
|
|
216
|
|
|
169
|
|
|
580
|
|
|
457
|
|
|
400
|
|
|||||||||
Less: NYSE and Interactive Data transaction and integration costs and acquisition related success fees
|
—
|
|
|
12
|
|
|
14
|
|
|
15
|
|
|
40
|
|
|
13
|
|
|
15
|
|
|
52
|
|
|
27
|
|
|||||||||
Less: Amortization of acquisition-related intangibles
|
14
|
|
|
20
|
|
|
18
|
|
|
58
|
|
|
21
|
|
|
15
|
|
|
72
|
|
|
41
|
|
|
33
|
|
|||||||||
Adjusted operating expenses
|
$
|
194
|
|
|
$
|
209
|
|
|
$
|
199
|
|
|
$
|
299
|
|
|
$
|
155
|
|
|
$
|
141
|
|
|
$
|
493
|
|
|
$
|
364
|
|
|
$
|
340
|
|
Operating income
|
$
|
310
|
|
|
$
|
275
|
|
|
$
|
285
|
|
|
$
|
248
|
|
|
$
|
143
|
|
|
$
|
115
|
|
|
$
|
558
|
|
|
$
|
418
|
|
|
$
|
400
|
|
Adjusted operating income
|
$
|
324
|
|
|
$
|
307
|
|
|
$
|
317
|
|
|
$
|
321
|
|
|
$
|
204
|
|
|
$
|
143
|
|
|
$
|
645
|
|
|
$
|
511
|
|
|
$
|
460
|
|
Operating margin
|
60
|
%
|
|
53
|
%
|
|
55
|
%
|
|
40
|
%
|
|
40
|
%
|
|
40
|
%
|
|
49
|
%
|
|
48
|
%
|
|
50
|
%
|
|||||||||
Adjusted operating margin
|
63
|
%
|
|
59
|
%
|
|
61
|
%
|
|
52
|
%
|
|
57
|
%
|
|
50
|
%
|
|
57
|
%
|
|
58
|
%
|
|
58
|
%
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net income attributable to Intercontinental Exchange, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
352
|
|
|
$
|
370
|
|
|
$
|
288
|
|
||||||||||||
Add: NYSE and Interactive Data transaction and integration costs and acquisition related success fees
|
|
|
|
|
|
|
|
|
|
|
|
|
15
|
|
|
52
|
|
|
27
|
|
|||||||||||||||
Add: Amortization of acquisition-related intangibles
|
|
|
|
|
|
|
|
|
|
|
|
|
72
|
|
|
41
|
|
|
33
|
|
|||||||||||||||
Add: Pre-acquisition interest expense on debt issued for Interactive Data acquisition
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|||||||||||||||
Less: Net gain on the sale of 6% remaining ownership in Euronext
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||||||||||||
Less: Other income from OCC equity investment
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
|||||||||||||||
Less: Income tax effect related to the items above
|
|
|
|
|
|
|
|
|
|
|
|
|
(32
|
)
|
|
(31
|
)
|
|
(19
|
)
|
|||||||||||||||
Less: Deferred tax adjustments on acquisition-related intangibles
|
|
|
|
|
|
|
|
|
|
|
|
|
(2
|
)
|
|
(68
|
)
|
|
(8
|
)
|
|||||||||||||||
Add: Other tax adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
23
|
|
|
—
|
|
|
3
|
|
|||||||||||||||
Adjusted net income attributable to ICE common shareholders from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
428
|
|
|
$
|
369
|
|
|
$
|
294
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Basic earnings per share attributable to ICE common shareholders from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.59
|
|
|
$
|
0.66
|
|
|
$
|
0.51
|
|
||||||||||||
Diluted earnings per share attributable to ICE common shareholders from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.59
|
|
|
$
|
0.66
|
|
|
$
|
0.51
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Adjusted basic earnings per share attributable to ICE common shareholders from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.72
|
|
|
$
|
0.66
|
|
|
$
|
0.52
|
|
||||||||||||
Adjusted diluted earnings per share attributable to ICE common shareholders from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.71
|
|
|
$
|
0.65
|
|
|
$
|
0.52
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Basic weighted average common shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
595
|
|
|
558
|
|
|
563
|
|
|||||||||||||||
Diluted weighted average common shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
600
|
|
|
562
|
|
|
566
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less Than
1 Year |
|
1-3 Years
|
|
4-5 Years
|
|
After
5 Years |
||||||||||
Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term and long-term debt and interest
|
$
|
7,225
|
|
|
$
|
2,639
|
|
|
$
|
2,205
|
|
|
$
|
158
|
|
|
$
|
2,223
|
|
Operating lease obligations
|
612
|
|
|
85
|
|
|
148
|
|
|
113
|
|
|
266
|
|
|||||
Purchase obligations
|
118
|
|
|
83
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|||||
Other liabilities and commitments
|
20
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual cash obligations
|
$
|
7,975
|
|
|
$
|
2,827
|
|
|
$
|
2,388
|
|
|
$
|
271
|
|
|
$
|
2,489
|
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||||||||
|
Pound Sterling
|
|
Euro
|
|
Pound Sterling
|
|
Euro
|
||||||||
Average exchange rate to the U.S. dollar
|
$
|
1.3603
|
|
|
$
|
1.1075
|
|
|
$
|
1.5292
|
|
|
$
|
1.1117
|
|
Average exchange rate to the U.S. dollar for the prior year
|
$
|
1.5292
|
|
|
$
|
1.1117
|
|
|
$
|
1.6481
|
|
|
$
|
1.3300
|
|
Average exchange rate change from prior year
|
(11
|
)%
|
|
—
|
%
|
|
(7
|
)%
|
|
(16
|
)%
|
||||
Foreign denominated percentage of:
|
|
|
|
|
|
|
|
||||||||
Revenues, less transaction-based expenses
|
10
|
%
|
|
5
|
%
|
|
11
|
%
|
|
4
|
%
|
||||
Operating expenses
|
14
|
%
|
|
4
|
%
|
|
10
|
%
|
|
2
|
%
|
||||
Operating income
|
7
|
%
|
|
7
|
%
|
|
11
|
%
|
|
7
|
%
|
||||
Impact of the currency fluctuations
(1)
on:
|
|
|
|
|
|
|
|
||||||||
Revenues, less transaction-based expenses
|
$
|
(58
|
)
|
|
$
|
(1
|
)
|
|
$
|
(27
|
)
|
|
$
|
(28
|
)
|
Operating expenses
|
$
|
(40
|
)
|
|
$
|
—
|
|
|
$
|
(12
|
)
|
|
$
|
(5
|
)
|
Operating income
|
$
|
(18
|
)
|
|
$
|
(1
|
)
|
|
$
|
(15
|
)
|
|
$
|
(23
|
)
|
(1)
|
Represents the impact of currency fluctuation for the year compared to the same period in the prior year.
|
|
As of December 31, 2016
|
||||||
|
Position in Pounds Sterling
|
|
Position in Euros
|
||||
Assets
|
£
|
1,283
|
|
|
€
|
240
|
|
of which goodwill represents
|
522
|
|
|
43
|
|
||
Liabilities
|
122
|
|
|
110
|
|
||
Net currency position
|
£
|
1,161
|
|
|
€
|
130
|
|
Impact on consolidated equity of a 10% decrease in foreign currency exchange rates
|
$
|
143
|
|
|
$
|
14
|
|
|
Page
|
Intercontinental Exchange, Inc. and Subsidiaries:
|
|
Report of Management on Internal Control over Financial Reporting
|
|
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
|
|
Report of Independent Registered Public Accounting Firm on Financial Statements
|
|
Consolidated Balance Sheets as of December 31, 2016 and 2015
|
|
Consolidated Statements of Income for the Years Ended December 31, 2016, 2015 and 2014
|
|
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2016, 2015 and 2014
|
|
Consolidated Statements of Changes in Equity, Accumulated Other Comprehensive Income (Loss) and Redeemable Non-Controlling Interest for the Years Ended December 31, 2016, 2015 and 2014
|
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2016, 2015 and 2014
|
|
Notes to Consolidated Financial Statements
|
/s/ Jeffrey C. Sprecher
|
|
/s/ Scott A. Hill
|
Jeffrey C. Sprecher
|
|
Scott A. Hill
|
Chairman of the Board and
|
|
Chief Financial Officer
|
Chief Executive Officer
|
|
|
|
|
|
February 7, 2017
|
|
February 7, 2017
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Assets:
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
407
|
|
|
$
|
627
|
|
Short-term investments
|
23
|
|
|
29
|
|
||
Short-term restricted cash and investments
|
679
|
|
|
657
|
|
||
Customer accounts receivable, net of allowance for doubtful accounts of $7 and $2 at December 31, 2016 and 2015, respectively
|
777
|
|
|
700
|
|
||
Margin deposits and guaranty funds
|
55,150
|
|
|
51,169
|
|
||
Prepaid expenses and other current assets
|
97
|
|
|
131
|
|
||
Total current assets
|
57,133
|
|
|
53,313
|
|
||
Property and equipment, net
|
1,129
|
|
|
1,037
|
|
||
Other non-current assets:
|
|
|
|
||||
Goodwill
|
12,291
|
|
|
12,079
|
|
||
Other intangible assets, net
|
10,420
|
|
|
10,758
|
|
||
Long-term restricted cash and investments
|
264
|
|
|
263
|
|
||
Long-term investments
|
432
|
|
|
299
|
|
||
Other non-current assets
|
334
|
|
|
238
|
|
||
Total other non-current assets
|
23,741
|
|
|
23,637
|
|
||
Total assets
|
$
|
82,003
|
|
|
$
|
77,987
|
|
|
|
|
|
||||
Liabilities and Equity:
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
388
|
|
|
$
|
398
|
|
Section 31 fees payable
|
131
|
|
|
116
|
|
||
Accrued salaries and benefits
|
230
|
|
|
215
|
|
||
Deferred revenue
|
114
|
|
|
98
|
|
||
Short-term debt
|
2,493
|
|
|
2,591
|
|
||
Margin deposits and guaranty funds
|
55,150
|
|
|
51,169
|
|
||
Other current liabilities
|
111
|
|
|
156
|
|
||
Total current liabilities
|
58,617
|
|
|
54,743
|
|
||
Non-current liabilities:
|
|
|
|
||||
Non-current deferred tax liability, net
|
2,958
|
|
|
2,837
|
|
||
Long-term debt
|
3,871
|
|
|
4,717
|
|
||
Accrued employee benefits
|
430
|
|
|
478
|
|
||
Other non-current liabilities
|
337
|
|
|
337
|
|
||
Total non-current liabilities
|
7,596
|
|
|
8,369
|
|
||
Total liabilities
|
66,213
|
|
|
63,112
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Redeemable non-controlling interest
|
36
|
|
|
35
|
|
||
Equity:
|
|
|
|
||||
Intercontinental Exchange, Inc. shareholders’ equity:
|
|
|
|
||||
Preferred stock, $0.01 par value; 100 shares authorized; no shares issued or outstanding at December 31, 2016 and 2015
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value; 1,500 shares authorized; 596 and 595 shares issued and outstanding at December 31, 2016, respectively, and 628 and 594 shares issued and outstanding at December 31, 2015, respectively
|
6
|
|
|
6
|
|
||
Treasury stock, at cost; 1 and 34 shares at December 31, 2016 and 2015, respectively
|
(40
|
)
|
|
(1,448
|
)
|
||
Additional paid-in capital
|
11,306
|
|
|
12,290
|
|
||
Retained earnings
|
4,789
|
|
|
4,148
|
|
||
Accumulated other comprehensive loss
|
(344
|
)
|
|
(188
|
)
|
||
Total Intercontinental Exchange, Inc. shareholders’ equity
|
15,717
|
|
|
14,808
|
|
||
Non-controlling interest in consolidated subsidiaries
|
37
|
|
|
32
|
|
||
Total equity
|
15,754
|
|
|
14,840
|
|
||
Total liabilities and equity
|
$
|
82,003
|
|
|
$
|
77,987
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Transaction and clearing, net
|
$
|
3,384
|
|
|
$
|
3,228
|
|
|
$
|
3,144
|
|
Data services
|
1,978
|
|
|
871
|
|
|
691
|
|
|||
Listings
|
419
|
|
|
405
|
|
|
367
|
|
|||
Other revenues
|
177
|
|
|
178
|
|
|
150
|
|
|||
Total revenues
|
5,958
|
|
|
4,682
|
|
|
4,352
|
|
|||
Transaction-based expenses:
|
|
|
|
|
|
||||||
Section 31 fees
|
389
|
|
|
349
|
|
|
359
|
|
|||
Cash liquidity payments, routing and clearing
|
1,070
|
|
|
995
|
|
|
901
|
|
|||
Total revenues, less transaction-based expenses
|
4,499
|
|
|
3,338
|
|
|
3,092
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Compensation and benefits
|
945
|
|
|
611
|
|
|
592
|
|
|||
Professional services
|
137
|
|
|
139
|
|
|
181
|
|
|||
Acquisition-related transaction and integration costs
|
80
|
|
|
88
|
|
|
129
|
|
|||
Technology and communication
|
374
|
|
|
203
|
|
|
188
|
|
|||
Rent and occupancy
|
70
|
|
|
57
|
|
|
78
|
|
|||
Selling, general and administrative
|
116
|
|
|
116
|
|
|
143
|
|
|||
Depreciation and amortization
|
610
|
|
|
374
|
|
|
333
|
|
|||
Total operating expenses
|
2,332
|
|
|
1,588
|
|
|
1,644
|
|
|||
Operating income
|
2,167
|
|
|
1,750
|
|
|
1,448
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest expense
|
(178
|
)
|
|
(97
|
)
|
|
(96
|
)
|
|||
Other income, net
|
40
|
|
|
—
|
|
|
55
|
|
|||
Other expense, net
|
(138
|
)
|
|
(97
|
)
|
|
(41
|
)
|
|||
Income from continuing operations before income tax expense
|
2,029
|
|
|
1,653
|
|
|
1,407
|
|
|||
Income tax expense
|
580
|
|
|
358
|
|
|
402
|
|
|||
Income from continuing operations
|
1,449
|
|
|
1,295
|
|
|
1,005
|
|
|||
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
11
|
|
|||
Net income
|
$
|
1,449
|
|
|
$
|
1,295
|
|
|
$
|
1,016
|
|
Net income from continuing operations attributable to non-controlling interest
|
(27
|
)
|
|
(21
|
)
|
|
(35
|
)
|
|||
Net income attributable to Intercontinental Exchange, Inc.
|
$
|
1,422
|
|
|
$
|
1,274
|
|
|
$
|
981
|
|
Basic earnings per share attributable to Intercontinental Exchange, Inc. common shareholders:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
2.39
|
|
|
$
|
2.29
|
|
|
$
|
1.70
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
0.02
|
|
|||
Basic earnings per share
|
$
|
2.39
|
|
|
$
|
2.29
|
|
|
$
|
1.72
|
|
Basic weighted average common shares outstanding
|
595
|
|
|
556
|
|
|
570
|
|
|||
Diluted earnings per share attributable to Intercontinental Exchange, Inc. common shareholders:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
2.37
|
|
|
$
|
2.28
|
|
|
$
|
1.69
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
0.02
|
|
|||
Diluted earnings per share
|
$
|
2.37
|
|
|
$
|
2.28
|
|
|
$
|
1.71
|
|
Diluted weighted average common shares outstanding
|
599
|
|
|
559
|
|
|
573
|
|
|||
Dividend per share
|
$
|
0.68
|
|
|
$
|
0.58
|
|
|
$
|
0.52
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
$
|
1,449
|
|
|
$
|
1,295
|
|
|
$
|
1,016
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments, net of tax benefit of ($22), ($4) and ($5) for the years ended December 31, 2016, 2015 and 2014, respectively
|
(300
|
)
|
|
(58
|
)
|
|
(130
|
)
|
|||
Change in fair value of available-for-sale securities
|
134
|
|
|
(81
|
)
|
|
55
|
|
|||
Change in fair value or discontinuance of net investment hedge, net of tax expense of $7 for the year ended December 31, 2014
|
—
|
|
|
—
|
|
|
21
|
|
|||
Comprehensive income from equity method investment
|
—
|
|
|
2
|
|
|
—
|
|
|||
Employee benefit plan net gains (losses), net of tax expense (benefit) of $7 and ($78) for the years ended December 31, 2016 and 2014, respectively
|
10
|
|
|
(5
|
)
|
|
(117
|
)
|
|||
Other comprehensive loss
|
(156
|
)
|
|
(142
|
)
|
|
(171
|
)
|
|||
Comprehensive income
|
$
|
1,293
|
|
|
$
|
1,153
|
|
|
$
|
845
|
|
Comprehensive income attributable to non-controlling interest
|
(27
|
)
|
|
(21
|
)
|
|
(35
|
)
|
|||
Comprehensive income attributable to Intercontinental Exchange, Inc.
|
$
|
1,266
|
|
|
$
|
1,132
|
|
|
$
|
810
|
|
|
Intercontinental Exchange, Inc. Shareholders' Equity
|
|
Non-
Controlling
Interest in
Consolidated
Subsidiaries
|
|
Total
Equity
|
|
Redeemable Non-controlling Interest
|
||||||||||||||||||||||||||||||
|
Common
Stock
|
|
Treasury Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
|||||||||||||||||||||||||||
|
Shares
|
|
Value
|
|
Shares
|
|
Value
|
|
|||||||||||||||||||||||||||||
Balance, as of January 1, 2014
|
574
|
|
|
$
|
6
|
|
|
—
|
|
|
$
|
(53
|
)
|
|
$
|
9,789
|
|
|
$
|
2,482
|
|
|
$
|
125
|
|
|
$
|
32
|
|
|
$
|
12,381
|
|
|
$
|
322
|
|
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(171
|
)
|
|
—
|
|
|
(171
|
)
|
|
—
|
|
||||||||
Exercise of common stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
||||||||
Repurchases of common stock
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
(645
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(645
|
)
|
|
—
|
|
||||||||
Payments relating to treasury shares
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(45
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
—
|
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
105
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
105
|
|
|
—
|
|
||||||||
Issuance of restricted stock
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Tax benefits from stock option plans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
—
|
|
||||||||
Adjustment to redemption value
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46
|
|
|
—
|
|
|
—
|
|
|
46
|
|
|
(46
|
)
|
||||||||
Acquisition of redeemable non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
||||||||
Distributions of profits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
(17
|
)
|
|
(16
|
)
|
||||||||
Dividends paid to shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(299
|
)
|
|
—
|
|
|
—
|
|
|
(299
|
)
|
|
—
|
|
||||||||
Purchase of subsidiary shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(129
|
)
|
||||||||
Net income attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35
|
)
|
|
—
|
|
|
17
|
|
|
(18
|
)
|
|
18
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,016
|
|
|
—
|
|
|
—
|
|
|
1,016
|
|
|
—
|
|
||||||||
Balance, as of December 31, 2014
|
579
|
|
|
6
|
|
|
(19
|
)
|
|
(743
|
)
|
|
9,933
|
|
|
3,210
|
|
|
(46
|
)
|
|
32
|
|
|
12,392
|
|
|
165
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(142
|
)
|
|
—
|
|
|
(142
|
)
|
|
—
|
|
||||||||
Stock consideration issued for Interactive Data and Trayport acquisitions
|
45
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,197
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,197
|
|
|
—
|
|
||||||||
Exercise of common stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
||||||||
Repurchases of common stock
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
(660
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(660
|
)
|
|
—
|
|
||||||||
Payments relating to treasury shares
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(45
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
—
|
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
122
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
122
|
|
|
—
|
|
||||||||
Issuance of restricted stock
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Tax benefits from stock option plans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
||||||||
Adjustment to redemption value
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
4
|
|
||||||||
Distributions of profits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
(16
|
)
|
|
(11
|
)
|
||||||||
Dividends paid to shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(331
|
)
|
|
—
|
|
|
—
|
|
|
(331
|
)
|
|
—
|
|
||||||||
Purchase of subsidiary shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(128
|
)
|
||||||||
Net income attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
|
16
|
|
|
(5
|
)
|
|
5
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,295
|
|
|
—
|
|
|
—
|
|
|
1,295
|
|
|
—
|
|
||||||||
Balance, as of December 31, 2015
|
628
|
|
|
6
|
|
|
(34
|
)
|
|
(1,448
|
)
|
|
12,290
|
|
|
4,148
|
|
|
(188
|
)
|
|
32
|
|
|
14,840
|
|
|
35
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(156
|
)
|
|
—
|
|
|
(156
|
)
|
|
—
|
|
||||||||
Exercise of common stock options
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
||||||||
Treasury shares retired in connection with stock split
|
(35
|
)
|
|
—
|
|
|
35
|
|
|
1,512
|
|
|
(1,142
|
)
|
|
(370
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Repurchases of common stock
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(50
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50
|
)
|
|
—
|
|
||||||||
Payments relating to treasury shares
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(54
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54
|
)
|
|
—
|
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
136
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
136
|
|
|
—
|
|
||||||||
Issuance of restricted stock
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
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
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
|
24
|
|
|
(3
|
)
|
|
3
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,449
|
|
|
—
|
|
|
—
|
|
|
1,449
|
|
|
—
|
|
||||||||
Balance, as of December 31, 2016
|
596
|
|
|
$
|
6
|
|
|
(1
|
)
|
|
$
|
(40
|
)
|
|
$
|
11,306
|
|
|
$
|
4,789
|
|
|
$
|
(344
|
)
|
|
$
|
37
|
|
|
$
|
15,754
|
|
|
$
|
36
|
|
|
As of December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Accumulated other comprehensive income (loss) was as follows:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
$
|
(345
|
)
|
|
$
|
(45
|
)
|
|
$
|
13
|
|
Fair value of available-for-sale securities
|
108
|
|
|
(26
|
)
|
|
55
|
|
|||
Comprehensive income from equity method investment
|
2
|
|
|
2
|
|
|
—
|
|
|||
Employee benefit plans adjustments
|
(109
|
)
|
|
(119
|
)
|
|
(114
|
)
|
|||
Accumulated other comprehensive loss
|
$
|
(344
|
)
|
|
$
|
(188
|
)
|
|
$
|
(46
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
1,449
|
|
|
$
|
1,295
|
|
|
$
|
1,016
|
|
Less: income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(11
|
)
|
|||
Income from continuing operations
|
1,449
|
|
|
1,295
|
|
|
1,005
|
|
|||
Adjustments to reconcile income from continuing operations to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
610
|
|
|
374
|
|
|
333
|
|
|||
Stock-based compensation
|
124
|
|
|
111
|
|
|
97
|
|
|||
Deferred taxes
|
114
|
|
|
(108
|
)
|
|
21
|
|
|||
Amortization of fair market value premium on NYSE Notes
|
—
|
|
|
(23
|
)
|
|
(55
|
)
|
|||
Other
|
(6
|
)
|
|
(17
|
)
|
|
(46
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Customer accounts receivable
|
(65
|
)
|
|
(45
|
)
|
|
(43
|
)
|
|||
Other current and non-current assets
|
7
|
|
|
(5
|
)
|
|
22
|
|
|||
Section 31 fees payable
|
14
|
|
|
(21
|
)
|
|
52
|
|
|||
Deferred revenue
|
42
|
|
|
27
|
|
|
58
|
|
|||
Other current and non-current liabilities
|
(140
|
)
|
|
(277
|
)
|
|
19
|
|
|||
Total adjustments
|
700
|
|
|
16
|
|
|
458
|
|
|||
Net cash provided by operating activities from continuing operations
|
2,149
|
|
|
1,311
|
|
|
1,463
|
|
|||
|
|
|
|
|
|
||||||
Investing activities
|
|
|
|
|
|
||||||
Capital expenditures
|
(250
|
)
|
|
(190
|
)
|
|
(172
|
)
|
|||
Capitalized software development costs
|
(115
|
)
|
|
(87
|
)
|
|
(78
|
)
|
|||
Proceeds from IPO and sale of Euronext and sale of NYSE Technologies
|
—
|
|
|
—
|
|
|
2,274
|
|
|||
Cash paid for acquisitions, net of cash acquired
|
(425
|
)
|
|
(3,751
|
)
|
|
(577
|
)
|
|||
Proceeds from term deposits and sales of available-for-sale investments
|
—
|
|
|
1,089
|
|
|
54
|
|
|||
Purchases of term deposits and available-for-sale investments
|
—
|
|
|
(5
|
)
|
|
(1,304
|
)
|
|||
Increase in restricted cash and investments
|
(38
|
)
|
|
(294
|
)
|
|
(161
|
)
|
|||
Other
|
(70
|
)
|
|
(60
|
)
|
|
—
|
|
|||
Net cash provided by (used in) investing activities from continuing operations
|
(898
|
)
|
|
(3,298
|
)
|
|
36
|
|
|||
|
|
|
|
|
|
||||||
Financing activities
|
|
|
|
|
|
||||||
Proceeds from debt facilities
|
—
|
|
|
2,472
|
|
|
—
|
|
|||
Repayments of debt facilities
|
—
|
|
|
(1,028
|
)
|
|
(377
|
)
|
|||
Proceeds from (repayments of) commercial paper, net
|
(949
|
)
|
|
1,686
|
|
|
(175
|
)
|
|||
Dividends to shareholders
|
(409
|
)
|
|
(331
|
)
|
|
(299
|
)
|
|||
Repurchases of common stock
|
(50
|
)
|
|
(660
|
)
|
|
(645
|
)
|
|||
Payments relating to treasury shares received for restricted stock tax payments and stock option exercises
|
(54
|
)
|
|
(45
|
)
|
|
(45
|
)
|
|||
Purchase of subsidiary shares from non-controlling interest
|
—
|
|
|
(128
|
)
|
|
(129
|
)
|
|||
Other
|
—
|
|
|
10
|
|
|
(3
|
)
|
|||
Net cash provided by (used in) financing activities from continuing operations
|
(1,462
|
)
|
|
1,976
|
|
|
(1,673
|
)
|
|||
Net cash provided by operating activities from discontinued operations
|
—
|
|
|
—
|
|
|
51
|
|
|||
Net cash used in investing activities from discontinued operations
|
—
|
|
|
—
|
|
|
(504
|
)
|
|||
Net cash provided by financing activities from discontinued operations
|
—
|
|
|
—
|
|
|
339
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(9
|
)
|
|
(14
|
)
|
|
(21
|
)
|
|||
Net decrease in cash and cash equivalents
|
(220
|
)
|
|
(25
|
)
|
|
(309
|
)
|
|||
Cash and cash equivalents, beginning of year
|
627
|
|
|
652
|
|
|
961
|
|
|||
Cash and cash equivalents, end of year
|
$
|
407
|
|
|
$
|
627
|
|
|
$
|
652
|
|
Supplemental cash flow disclosure
|
|
|
|
|
|
||||||
Cash paid for income taxes
|
$
|
460
|
|
|
$
|
542
|
|
|
$
|
338
|
|
Cash paid for interest
|
$
|
170
|
|
|
$
|
123
|
|
|
$
|
140
|
|
Supplemental non-cash investing and financing activities
|
|
|
|
|
|
||||||
Common stock and vested stock options issued for acquisitions
|
$
|
—
|
|
|
$
|
2,197
|
|
|
$
|
—
|
|
Treasury stock retirement
|
$
|
1,512
|
|
|
$
|
—
|
|
|
$
|
—
|
|
1.
|
Description of Business
|
2.
|
Summary of Significant Accounting Policies
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Beginning balance of allowance for doubtful accounts
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Bad debt expense
|
5
|
|
|
2
|
|
|
1
|
|
|||
Charge-offs
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Ending balance of allowance for doubtful accounts
|
$
|
7
|
|
|
$
|
2
|
|
|
$
|
1
|
|
3.
|
Acquisitions
|
Goodwill
|
$
|
307
|
|
Identifiable intangible assets
|
180
|
|
|
Other assets and liabilities, net
|
12
|
|
|
Deferred tax liabilities on identifiable intangible assets
|
(68
|
)
|
|
Total purchase price
|
$
|
431
|
|
Preliminary Intangible Assets
|
|
Acquisition-Date Preliminary Fair Value
|
|
Accumulated Amortization
|
|
Net Book Value
|
|
Useful Life (Years)
|
||||||
Customer relationships
|
|
$
|
129
|
|
|
$
|
(2
|
)
|
|
$
|
127
|
|
|
15 to 20
|
Data/databases
|
|
36
|
|
|
(1
|
)
|
|
35
|
|
|
5 to 10
|
|||
Developed technology
|
|
13
|
|
|
(1
|
)
|
|
12
|
|
|
6 to 7
|
|||
Non-compete agreements
|
|
2
|
|
|
—
|
|
|
2
|
|
|
3
|
|||
Total
|
|
$
|
180
|
|
|
$
|
(4
|
)
|
|
$
|
176
|
|
|
|
Cash and cash equivalents
|
$
|
301
|
|
Goodwill
|
3,242
|
|
|
Identifiable intangible assets
|
2,883
|
|
|
Other assets and liabilities, net
|
259
|
|
|
Deferred tax liabilities on identifiable intangible assets
|
(1,057
|
)
|
|
Total purchase price
|
$
|
5,628
|
|
Intangible Assets
|
|
Acquisition-Date Fair Value
|
|
Foreign Currency Translation
|
|
Accumulated Amortization
|
|
Net Book Value
|
|
Useful Life (Years)
|
||||||||
Customer relationships
|
|
$
|
2,452
|
|
|
$
|
(67
|
)
|
|
$
|
(104
|
)
|
|
$
|
2,281
|
|
|
20 to 25
|
Developed technology
|
|
168
|
|
|
(4
|
)
|
|
(26
|
)
|
|
138
|
|
|
5 to 8
|
||||
In-process research and development
|
|
129
|
|
|
(4
|
)
|
|
—
|
|
|
125
|
|
|
N/A
|
||||
Data/databases
|
|
109
|
|
|
(3
|
)
|
|
(28
|
)
|
|
78
|
|
|
4
|
||||
Trade names and trademarks
|
|
12
|
|
|
—
|
|
|
(11
|
)
|
|
1
|
|
|
2
|
||||
Market data provider relationships
|
|
11
|
|
|
—
|
|
|
(1
|
)
|
|
10
|
|
|
20
|
||||
Non-compete agreements
|
|
2
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
1
|
||||
Total
|
|
$
|
2,883
|
|
|
$
|
(78
|
)
|
|
$
|
(172
|
)
|
|
$
|
2,633
|
|
|
|
Goodwill
|
387
|
|
|
Identifiable intangible assets
|
274
|
|
|
Other assets and liabilities, net
|
9
|
|
|
Deferred tax liabilities on identifiable intangible assets
|
(50
|
)
|
|
Total purchase price
|
$
|
620
|
|
Intangible Assets
|
|
Acquisition-Date Fair Value
|
|
Foreign Currency Translation
|
|
Accumulated Amortization
|
|
Net Book Value
|
|
Useful Life (Years)
|
||||||||
Customer relationships
|
|
$
|
242
|
|
|
$
|
(45
|
)
|
|
$
|
(11
|
)
|
|
$
|
186
|
|
|
20
|
Developed technology
|
|
14
|
|
|
(2
|
)
|
|
(3
|
)
|
|
9
|
|
|
3 to 5
|
||||
Trade names and trademarks
|
|
18
|
|
|
(4
|
)
|
|
—
|
|
|
14
|
|
|
Indefinite
|
||||
Total
|
|
$
|
274
|
|
|
$
|
(51
|
)
|
|
$
|
(14
|
)
|
|
$
|
209
|
|
|
|
|
Year Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
Total revenues, less transaction-based expenses
|
$
|
4,308
|
|
|
$
|
4,097
|
|
Operating income
|
1,997
|
|
|
1,700
|
|
||
Income from continuing operations attributable to ICE
|
1,379
|
|
|
1,085
|
|
||
Income from discontinued operations, net of tax
|
—
|
|
|
11
|
|
||
Net income attributable to ICE
|
1,379
|
|
|
1,096
|
|
||
Basic earnings per common share:
|
|
|
|
||||
Continuing operations
|
$
|
2.30
|
|
|
$
|
1.76
|
|
Discontinued operations
|
—
|
|
|
0.02
|
|
||
Basic earnings per share
|
$
|
2.30
|
|
|
$
|
1.78
|
|
Diluted earnings per share
|
|
|
|
||||
Continuing operations
|
$
|
2.29
|
|
|
$
|
1.76
|
|
Discontinued operations
|
—
|
|
|
0.02
|
|
||
Diluted earnings per share
|
$
|
2.29
|
|
|
$
|
1.78
|
|
4.
|
Short-Term and Long-Term Restricted Cash and Investments
|
5.
|
Short-Term and Long-Term Investments
|
|
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Cetip equity securities
|
$
|
324
|
|
|
$
|
108
|
|
|
$
|
—
|
|
|
$
|
432
|
|
Mutual funds
|
23
|
|
|
—
|
|
|
—
|
|
|
23
|
|
||||
Total available-for-sale securities
|
$
|
347
|
|
|
$
|
108
|
|
|
$
|
—
|
|
|
$
|
455
|
|
|
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Cetip equity securities
|
$
|
324
|
|
|
$
|
—
|
|
|
$
|
(25
|
)
|
|
$
|
299
|
|
Mutual funds
|
29
|
|
|
—
|
|
|
—
|
|
|
29
|
|
||||
Total available-for-sale securities
|
$
|
353
|
|
|
$
|
—
|
|
|
$
|
(25
|
)
|
|
$
|
328
|
|
6.
|
Property and Equipment
|
|
As of December 31,
|
|
Depreciation
Period
(Years)
|
||||||
|
2016
|
|
2015
|
|
|||||
Software and internally developed software
|
$
|
600
|
|
|
$
|
474
|
|
|
1 to 8
|
Computer and network equipment
|
483
|
|
|
410
|
|
|
1 to 5
|
||
Land
|
136
|
|
|
138
|
|
|
N/A
|
||
Buildings and building improvements
|
259
|
|
|
188
|
|
|
2.5 to 40
|
||
Leasehold improvements
|
216
|
|
|
216
|
|
|
1 to 17
|
||
Equipment, aircraft and office furniture
|
242
|
|
|
197
|
|
|
1 to 15
|
||
|
1,936
|
|
|
1,623
|
|
|
|
||
Less accumulated depreciation and amortization
|
(807
|
)
|
|
(586
|
)
|
|
|
||
Property and equipment, net
|
$
|
1,129
|
|
|
$
|
1,037
|
|
|
|
7.
|
Goodwill and Other Intangible Assets
|
Goodwill balance at January 1, 2015
|
$
|
8,535
|
|
Acquisitions
|
3,589
|
|
|
Foreign currency translation
|
(39
|
)
|
|
Other activity, net
|
(6
|
)
|
|
Goodwill balance at December 31, 2015
|
12,079
|
|
|
Acquisitions
|
307
|
|
|
Foreign currency translation
|
(135
|
)
|
|
Other activity, net
|
40
|
|
|
Goodwill balance at December 31, 2016
|
$
|
12,291
|
|
Other intangible assets balance at January 1, 2015
|
$
|
7,780
|
|
Acquisitions
|
3,163
|
|
|
Foreign currency translation
|
(25
|
)
|
|
Amortization of other intangible assets
|
(160
|
)
|
|
Other intangible assets balance at December 31, 2015
|
10,758
|
|
|
Acquisitions
|
180
|
|
|
Foreign currency translation
|
(155
|
)
|
|
Creditex customer relationship intangible asset impairment
|
(33
|
)
|
|
Amortization of other intangible assets
|
(323
|
)
|
|
Other activity, net
|
(7
|
)
|
|
Other intangible assets balance at December 31, 2016
|
$
|
10,420
|
|
|
As of December 31,
|
|
Useful Life
(Years)
|
||||||
|
2016
|
|
2015
|
|
|||||
Customer relationships
|
$
|
4,063
|
|
|
$
|
3,952
|
|
|
3 to 25
|
Technology
|
438
|
|
|
391
|
|
|
2.5 to 11
|
||
Trading products with finite lives
|
237
|
|
|
237
|
|
|
20
|
||
Russell licensing rights
|
184
|
|
|
184
|
|
|
10
|
||
Data/databases
|
145
|
|
|
76
|
|
|
4 to 10
|
||
Market data provider relationships
|
11
|
|
|
11
|
|
|
20
|
||
Non-compete agreements
|
38
|
|
|
37
|
|
|
1 to 5
|
||
Other
|
31
|
|
|
53
|
|
|
1 to 5
|
||
|
5,147
|
|
|
4,941
|
|
|
|
||
Less accumulated amortization
|
(1,220
|
)
|
|
(703
|
)
|
|
|
||
Total finite-lived intangible assets, net
|
3,927
|
|
|
4,238
|
|
|
|
||
Exchange registrations, licenses and contracts with indefinite lives
|
6,083
|
|
|
6,086
|
|
|
|
||
Trade names and trademarks with indefinite lives
|
294
|
|
|
297
|
|
|
|
||
In-process research and development
|
108
|
|
|
129
|
|
|
|
||
Other
|
8
|
|
|
8
|
|
|
|
||
Total indefinite-lived intangible assets
|
6,493
|
|
|
6,520
|
|
|
|
||
Total other intangible assets, net
|
$
|
10,420
|
|
|
$
|
10,758
|
|
|
|
2017
|
$
|
270
|
|
2018
|
257
|
|
|
2019
|
250
|
|
|
2020
|
212
|
|
|
2021
|
199
|
|
|
Thereafter
|
2,739
|
|
|
|
$
|
3,927
|
|
8.
|
Deferred Revenue
|
|
Annual Listing Revenue
|
|
Original Listing Revenues
|
|
Other Listing Revenues
|
|
Data Services and Other Revenues
|
|
Total
|
||||||||||
Deferred revenue balance at January 1, 2015
|
$
|
—
|
|
|
$
|
35
|
|
|
$
|
46
|
|
|
$
|
55
|
|
|
$
|
136
|
|
Additions
|
358
|
|
|
20
|
|
|
29
|
|
|
181
|
|
|
588
|
|
|||||
Amortization
|
(358
|
)
|
|
(5
|
)
|
|
(16
|
)
|
|
(155
|
)
|
|
(534
|
)
|
|||||
Deferred revenue balance at December 31, 2015
|
—
|
|
|
50
|
|
|
59
|
|
|
81
|
|
|
190
|
|
|||||
Additions
|
363
|
|
|
25
|
|
|
71
|
|
|
467
|
|
|
926
|
|
|||||
Amortization
|
(363
|
)
|
|
(9
|
)
|
|
(47
|
)
|
|
(460
|
)
|
|
(879
|
)
|
|||||
Deferred revenue balance at December 31, 2016
|
$
|
—
|
|
|
$
|
66
|
|
|
$
|
83
|
|
|
$
|
88
|
|
|
$
|
237
|
|
|
Original Listing Revenues
|
|
Other Listing Revenues
|
|
Data Services and Other Revenues
|
|
Total
|
||||||||
2017
|
$
|
13
|
|
|
$
|
19
|
|
|
$
|
82
|
|
|
$
|
114
|
|
2018
|
9
|
|
|
21
|
|
|
2
|
|
|
32
|
|
||||
2019
|
9
|
|
|
19
|
|
|
1
|
|
|
29
|
|
||||
2020
|
9
|
|
|
14
|
|
|
1
|
|
|
24
|
|
||||
2021
|
8
|
|
|
8
|
|
|
—
|
|
|
16
|
|
||||
Thereafter
|
18
|
|
|
2
|
|
|
2
|
|
|
22
|
|
||||
Total
|
$
|
66
|
|
|
$
|
83
|
|
|
$
|
88
|
|
|
$
|
237
|
|
9.
|
Debt
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Debt:
|
|
|
|
||||
Commercial Paper
|
$
|
1,642
|
|
|
$
|
2,591
|
|
NYSE USD Notes (2.00% senior unsecured notes due October 5, 2017)
|
851
|
|
|
—
|
|
||
Short-term debt
|
2,493
|
|
|
2,591
|
|
||
NYSE USD Notes (2.00% senior unsecured notes due October 5, 2017)
|
—
|
|
|
852
|
|
||
2018 Senior Notes (2.50% senior unsecured notes due October 15, 2018)
|
598
|
|
|
597
|
|
||
2020 Senior Notes (2.75% senior unsecured notes due December 1, 2020)
|
1,242
|
|
|
1,239
|
|
||
2023 Senior Notes (4.00% senior unsecured notes due October 15, 2023)
|
790
|
|
|
789
|
|
||
2025 Senior Notes (3.75% senior unsecured notes due December 1, 2025)
|
1,241
|
|
|
1,240
|
|
||
Long-term debt
|
3,871
|
|
|
4,717
|
|
||
Total debt
|
$
|
6,364
|
|
|
$
|
7,308
|
|
2017
|
$
|
2,494
|
|
2018
|
600
|
|
|
2019
|
—
|
|
|
2020
|
1,250
|
|
|
2021
|
—
|
|
|
Thereafter
|
2,050
|
|
|
Principal amounts repayable
|
6,394
|
|
|
Debt issuance costs
|
(23
|
)
|
|
Unamortized balance of fair value adjustments and discounts on bonds, net
|
(7
|
)
|
|
Total debt outstanding
|
$
|
6,364
|
|
10.
|
Equity
|
|
Number of Options
|
|
Weighted Average
Exercise Price per Option |
|||
Outstanding at January 1, 2014
|
4,361,735
|
|
|
$
|
19.58
|
|
Granted
|
771,010
|
|
|
41.37
|
|
|
Exercised
|
(1,318,410
|
)
|
|
10.37
|
|
|
Outstanding at December 31, 2014
|
3,814,335
|
|
|
27.21
|
|
|
Granted
|
882,335
|
|
|
41.59
|
|
|
Exercised
|
(823,915
|
)
|
|
20.40
|
|
|
Outstanding at December 31, 2015
|
3,872,755
|
|
|
31.93
|
|
|
Granted
|
751,615
|
|
|
50.01
|
|
|
Exercised
|
(745,665
|
)
|
|
28.73
|
|
|
Outstanding at December 31, 2016
|
3,878,705
|
|
|
36.05
|
|
|
Number of Options
|
|
Weighted Average
Exercise Price |
|
Weighted Average
Remaining Contractual Life (Years) |
|
Aggregate
Intrinsic Value (In millions) |
|||||
Vested or expected to vest
|
3,878,705
|
|
|
$
|
36.05
|
|
|
6.6
|
|
$
|
79
|
|
Exercisable
|
2,787,525
|
|
|
$
|
31.61
|
|
|
5.8
|
|
$
|
69
|
|
|
|
Year Ended December 31,
|
||||||||||
Assumptions
|
|
2016
|
|
2015
|
|
2014
|
||||||
Risk-free interest rate
|
|
1.51
|
%
|
|
1.08
|
%
|
|
1.23
|
%
|
|||
Expected life in years
|
|
5.0
|
|
|
5.0
|
|
|
5.0
|
|
|||
Expected volatility
|
|
24
|
%
|
|
24
|
%
|
|
27
|
%
|
|||
Expected dividend yield
|
|
1.36
|
%
|
|
1.25
|
%
|
|
1.26
|
%
|
|||
Estimated fair value of options granted per share
|
|
$
|
9.88
|
|
|
$
|
8.19
|
|
|
$
|
9.05
|
|
|
Number of
Restricted Stock Shares |
|
Weighted Average
Grant-Date Fair Value per Share |
||
Nonvested at January 1, 2014
|
6,172,760
|
|
$
|
29.40
|
|
Granted
|
2,801,900
|
|
40.98
|
|
|
Vested
|
(3,276,460)
|
|
29.23
|
|
|
Forfeited
|
(343,225)
|
|
32.57
|
|
|
Nonvested at December 31, 2014
|
5,354,975
|
|
35.36
|
|
|
Granted
|
3,457,590
|
|
42.09
|
|
|
Vested
|
(2,182,805)
|
|
31.98
|
|
|
Forfeited
|
(358,585)
|
|
33.90
|
|
|
Nonvested at December 31, 2015
|
6,271,175
|
|
39.99
|
|
|
Granted
|
3,251,017
|
|
50.06
|
|
|
Vested
|
(2,640,640)
|
|
38.05
|
|
|
Forfeited
|
(443,210)
|
|
45.51
|
|
|
Nonvested at December 31, 2016
|
6,438,342
|
|
45.33
|
|
|
Number of Shares
|
|
Average Repurchase Price Per Share
|
|
Amount
(in millions)
|
|||||
2016
|
|
|
|
|
|
|||||
Fourth quarter
|
902,920
|
|
|
$
|
55.42
|
|
|
$
|
50
|
|
Total open market common stock repurchases
|
902,920
|
|
|
|
|
$
|
50
|
|
||
|
|
|
|
|
|
|||||
2015
|
|
|
|
|
|
|||||
Fourth quarter
|
1,163,975
|
|
|
$
|
47.14
|
|
|
$
|
56
|
|
Third quarter
|
4,455,675
|
|
|
46.27
|
|
|
206
|
|
||
Second quarter
|
4,362,695
|
|
|
46.44
|
|
|
202
|
|
||
First quarter
|
4,361,500
|
|
|
45.06
|
|
|
196
|
|
||
Total open market common stock repurchases
|
14,343,845
|
|
|
|
|
$
|
660
|
|
|
Dividends Per Share
|
|
Amount
(in millions)
|
||||
2016
|
|
|
|
||||
Fourth quarter
|
$
|
0.17
|
|
|
$
|
102
|
|
Third quarter
|
0.17
|
|
|
102
|
|
||
Second quarter
|
0.17
|
|
|
103
|
|
||
First quarter
|
0.17
|
|
|
102
|
|
||
Total cash dividends declared and paid
|
0.68
|
|
|
$
|
409
|
|
|
|
|
|
|
||||
2015
|
|
|
|
||||
Fourth quarter
|
$
|
0.15
|
|
|
$
|
90
|
|
Third quarter
|
0.15
|
|
|
83
|
|
||
Second quarter
|
0.15
|
|
|
85
|
|
||
First quarter
|
0.13
|
|
|
73
|
|
||
Total cash dividends declared and paid
|
$
|
0.58
|
|
|
$
|
331
|
|
11.
|
Income Taxes
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Income from continuing operations before income taxes
|
|
|
|
|
|
||||||
Domestic
|
$
|
1,043
|
|
|
$
|
824
|
|
|
$
|
623
|
|
Foreign
|
986
|
|
|
829
|
|
|
784
|
|
|||
|
$
|
2,029
|
|
|
$
|
1,653
|
|
|
$
|
1,407
|
|
Income tax provision
|
|
|
|
|
|
||||||
Current tax expense:
|
|
|
|
|
|
||||||
Federal
|
$
|
258
|
|
|
$
|
250
|
|
|
$
|
151
|
|
State
|
5
|
|
|
46
|
|
|
61
|
|
|||
Foreign
|
203
|
|
|
170
|
|
|
169
|
|
|||
|
466
|
|
|
466
|
|
|
381
|
|
|||
Deferred tax expense (benefit):
|
|
|
|
|
|
||||||
Federal
|
65
|
|
|
(7
|
)
|
|
39
|
|
|||
State
|
76
|
|
|
(40
|
)
|
|
(20
|
)
|
|||
Foreign
|
(27
|
)
|
|
(61
|
)
|
|
2
|
|
|||
|
114
|
|
|
(108
|
)
|
|
21
|
|
|||
Total income tax expense
|
$
|
580
|
|
|
$
|
358
|
|
|
$
|
402
|
|
|
Year Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Statutory federal income tax rate
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
State and local income taxes, net of federal benefit
|
3
|
|
|
2
|
|
|
3
|
|
Foreign tax rate differential
|
(7
|
)
|
|
(7
|
)
|
|
(7
|
)
|
Benefit to deferred tax asset and liabilities for foreign tax law change
|
(2
|
)
|
|
(4
|
)
|
|
—
|
|
Uncertain tax positions
|
—
|
|
|
(3
|
)
|
|
1
|
|
Other
|
—
|
|
|
(1
|
)
|
|
(3
|
)
|
Total provision for income taxes
|
29
|
%
|
|
22
|
%
|
|
29
|
%
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
||||
Deferred and stock-based compensation
|
$
|
166
|
|
|
$
|
160
|
|
Pension
|
89
|
|
|
100
|
|
||
Liability reserve
|
52
|
|
|
58
|
|
||
Tax credits
|
64
|
|
|
59
|
|
||
Loss carryforward
|
127
|
|
|
259
|
|
||
Deferred revenue
|
38
|
|
|
29
|
|
||
Other
|
47
|
|
|
67
|
|
||
Total
|
583
|
|
|
732
|
|
||
Valuation allowance
|
(122
|
)
|
|
(72
|
)
|
||
Total deferred tax assets, net of valuation allowance
|
461
|
|
|
660
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property and equipment
|
(113
|
)
|
|
(82
|
)
|
||
Acquired intangibles
|
(3,302
|
)
|
|
(3,397
|
)
|
||
Total deferred tax liabilities
|
(3,415
|
)
|
|
(3,479
|
)
|
||
Net deferred tax liabilities
|
$
|
(2,954
|
)
|
|
$
|
(2,819
|
)
|
Reported as:
|
|
|
|
||||
Net non-current deferred tax assets
|
$
|
4
|
|
|
$
|
18
|
|
Net non-current deferred tax liabilities
|
(2,958
|
)
|
|
(2,837
|
)
|
||
Net deferred tax liabilities
|
$
|
(2,954
|
)
|
|
$
|
(2,819
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Beginning balance of deferred income tax valuation allowance
|
$
|
72
|
|
|
$
|
75
|
|
|
$
|
95
|
|
Increases charged to income tax expense
|
28
|
|
|
1
|
|
|
—
|
|
|||
Charges against goodwill
|
22
|
|
|
1
|
|
|
—
|
|
|||
Decreases
|
—
|
|
|
(5
|
)
|
|
(20
|
)
|
|||
Ending balance of deferred income tax valuation allowance
|
$
|
122
|
|
|
$
|
72
|
|
|
$
|
75
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Beginning balance of unrecognized tax benefits
|
$
|
107
|
|
|
$
|
145
|
|
|
$
|
228
|
|
Additions related to acquisitions
|
22
|
|
|
7
|
|
|
—
|
|
|||
Additions based on tax positions taken in current year
|
9
|
|
|
9
|
|
|
33
|
|
|||
Additions based on tax positions taken in prior years
|
—
|
|
|
34
|
|
|
1
|
|
|||
Reductions related to divestitures (Euronext IPO)
|
—
|
|
|
—
|
|
|
(104
|
)
|
|||
Reductions based on tax positions taken in prior years
|
(1
|
)
|
|
(51
|
)
|
|
(3
|
)
|
|||
Reductions resulting from statute of limitation lapses
|
(3
|
)
|
|
(12
|
)
|
|
(2
|
)
|
|||
Reductions related to settlements with taxing authorities
|
(22
|
)
|
|
(25
|
)
|
|
(8
|
)
|
|||
Ending balance of unrecognized tax benefits
|
$
|
112
|
|
|
$
|
107
|
|
|
$
|
145
|
|
12.
|
Clearing Organizations
|
•
|
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 U.S. 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 offers clearing for The Order Machine, a multi-lateral trading facility for equity options.
|
•
|
ICE Clear Singapore performs the clearing and settlement for all futures and options contracts traded through ICE Futures Singapore.
|
|
ICE Clear
Europe |
|
ICE Clear
Credit |
|
ICE Clear U.S.
|
|
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
|
|
|
ICE Clear
Europe |
|
ICE Clear
Credit |
|
ICE Clear U.S.
|
|
Other ICE Clearing Houses
|
|
Total
|
||||||||||
Original margin
|
$
|
28,454
|
|
|
$
|
13,750
|
|
|
$
|
3,882
|
|
|
$
|
159
|
|
|
$
|
46,245
|
|
Guaranty fund
|
2,589
|
|
|
2,011
|
|
|
311
|
|
|
13
|
|
|
4,924
|
|
|||||
Total
|
$
|
31,043
|
|
|
$
|
15,761
|
|
|
$
|
4,193
|
|
|
$
|
172
|
|
|
$
|
51,169
|
|
|
As of December 31, 2016
|
|
As of December 31, 2015
|
||||||||||||||||||||||||||||
|
ICE Clear
Europe |
|
ICE Clear
Credit |
|
ICE Clear U.S.
|
|
Other ICE Clearing Houses
|
|
ICE Clear
Europe |
|
ICE Clear
Credit |
|
ICE Clear U.S.
|
|
Other ICE Clearing Houses
|
||||||||||||||||
Original margin:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Government securities at face value
|
$
|
22,961
|
|
|
$
|
6,013
|
|
|
$
|
10,542
|
|
|
$
|
37
|
|
|
$
|
21,690
|
|
|
$
|
4,989
|
|
|
$
|
8,161
|
|
|
$
|
97
|
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
368
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
381
|
|
||||||||
Total
|
$
|
22,961
|
|
|
$
|
6,013
|
|
|
$
|
10,542
|
|
|
$
|
405
|
|
|
$
|
21,690
|
|
|
$
|
4,989
|
|
|
$
|
8,161
|
|
|
$
|
478
|
|
Guaranty fund:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Government securities at face value
|
$
|
217
|
|
|
$
|
178
|
|
|
$
|
147
|
|
|
$
|
40
|
|
|
$
|
267
|
|
|
$
|
229
|
|
|
$
|
158
|
|
|
$
|
61
|
|
13.
|
Commitments and Contingencies
|
2017
|
$
|
85
|
|
2018
|
82
|
|
|
2019
|
66
|
|
|
2020
|
60
|
|
|
2021
|
53
|
|
|
Thereafter
|
266
|
|
|
Total
|
$
|
612
|
|
14.
|
Pension and Other Benefit Programs
|
|
Fair Value Measurements
|
||||||||||||||
Asset Category
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
Cash
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. large-cap
|
—
|
|
|
247
|
|
|
—
|
|
|
247
|
|
||||
U.S. small-cap
|
—
|
|
|
68
|
|
|
—
|
|
|
68
|
|
||||
International
|
—
|
|
|
134
|
|
|
—
|
|
|
134
|
|
||||
Fixed income securities
|
106
|
|
|
102
|
|
|
3
|
|
|
211
|
|
||||
Total
|
$
|
127
|
|
|
$
|
551
|
|
|
$
|
3
|
|
|
$
|
681
|
|
|
Fair Value Measurements
|
||||||||||||||
Asset Category
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
Cash
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. large-cap
|
—
|
|
|
244
|
|
|
—
|
|
|
244
|
|
||||
U.S. small-cap
|
—
|
|
|
69
|
|
|
—
|
|
|
69
|
|
||||
International
|
—
|
|
|
128
|
|
|
—
|
|
|
128
|
|
||||
Fixed income securities
|
128
|
|
|
83
|
|
|
3
|
|
|
214
|
|
||||
Total
|
$
|
139
|
|
|
$
|
524
|
|
|
$
|
3
|
|
|
$
|
666
|
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Asset Category
|
|
|
|
||||
Change in benefit obligation:
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
861
|
|
|
$
|
916
|
|
Interest cost
|
27
|
|
|
34
|
|
||
Actuarial (gain) loss
|
14
|
|
|
(38
|
)
|
||
Benefits paid
|
(49
|
)
|
|
(51
|
)
|
||
Benefit obligation at year end
|
$
|
853
|
|
|
$
|
861
|
|
Change in plan assets:
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
666
|
|
|
$
|
718
|
|
Actual return (loss) on plan assets
|
54
|
|
|
(11
|
)
|
||
Contributions
|
10
|
|
|
10
|
|
||
Benefits paid
|
(49
|
)
|
|
(51
|
)
|
||
Fair value of plan assets at end of year
|
$
|
681
|
|
|
$
|
666
|
|
Funded status
|
$
|
(172
|
)
|
|
$
|
(195
|
)
|
Accumulated benefit obligation
|
$
|
853
|
|
|
$
|
861
|
|
Amounts recognized in the accompanying consolidated balance sheets:
|
|
|
|
||||
Accrued employee benefits
|
$
|
(172
|
)
|
|
$
|
(195
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Interest cost
|
$
|
27
|
|
|
$
|
34
|
|
|
$
|
37
|
|
Estimated return on plan assets
|
(44
|
)
|
|
(46
|
)
|
|
(47
|
)
|
|||
Amortization of loss
|
1
|
|
|
2
|
|
|
—
|
|
|||
Settlement loss
|
—
|
|
|
—
|
|
|
4
|
|
|||
Aggregate pension benefit
|
$
|
(16
|
)
|
|
$
|
(10
|
)
|
|
$
|
(6
|
)
|
2017
|
$
|
50
|
|
2018
|
50
|
|
|
2019
|
49
|
|
|
2020
|
49
|
|
|
2021
|
49
|
|
|
Next 5 years
|
248
|
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Change in benefit obligation:
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
61
|
|
|
$
|
73
|
|
Interest cost
|
1
|
|
|
2
|
|
||
Actuarial (gain) loss
|
1
|
|
|
(3
|
)
|
||
Benefits paid
|
(9
|
)
|
|
(11
|
)
|
||
Benefit obligation at year end
|
$
|
54
|
|
|
$
|
61
|
|
Funded status
|
$
|
(54
|
)
|
|
$
|
(61
|
)
|
Amounts recognized in the accompanying consolidated balance sheets:
|
|
|
|
|
|
||
Other current liabilities
|
$
|
(8
|
)
|
|
$
|
(9
|
)
|
Accrued employee benefits
|
(46
|
)
|
|
(52
|
)
|
|
Year Ended December 31,
|
||||
|
2016
|
|
2015
|
|
2014
|
Weighted-average discount rate for determining benefit obligations (pension/SERP plans)
|
3.9%/3.4%
|
|
4.0%/3.4%
|
|
3.8%/3.2%
|
Weighted-average discount rate for determining interest costs (pension/SERP plans)
|
3.3%/2.5%
|
|
3.8%/3.2%
|
|
4.6%/3.8%
|
Expected long-term rate of return on plan assets (pension/SERP plans)
|
6.5%/N/A
|
|
6.5%/N/A
|
|
6.5%/N/A
|
Rate of compensation increase
|
N/A
|
|
N/A
|
|
N/A
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Benefit obligation at the end of year
|
$
|
200
|
|
|
$
|
224
|
|
Interest cost
|
7
|
|
|
8
|
|
||
Actuarial gain
|
(20
|
)
|
|
(12
|
)
|
||
Employee contributions
|
3
|
|
|
3
|
|
||
Benefits paid
|
(14
|
)
|
|
(14
|
)
|
||
Amounts recognized in the accompanying consolidated balance sheets:
|
|
|
|
||||
Other current liabilities
|
$
|
(11
|
)
|
|
$
|
(12
|
)
|
Accrued employee benefits
|
$
|
(189
|
)
|
|
$
|
(212
|
)
|
2017
|
$
|
12
|
|
2018
|
12
|
|
|
2019
|
12
|
|
|
2020
|
12
|
|
|
2021
|
12
|
|
|
Next 5 years
|
63
|
|
Assumed Health Care Cost Trend Rate
|
1% Increase
|
|
1% Decrease
|
||||
Effect of post-retirement benefit obligation
|
$
|
24
|
|
|
$
|
(20
|
)
|
Effect on total of service and interest cost components
|
1
|
|
|
(1
|
)
|
|
Pension Plans
|
|
SERP Plans
|
|
Post-retirement
Benefit Plans
|
|
Total
|
||||||||
Unrecognized net actuarial losses, after tax
|
$
|
103
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
109
|
|
|
Pension Plans
|
|
SERP Plans
|
|
Post-retirement
Benefit Plans
|
|
Total
|
||||||||
Loss recognition
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
15.
|
Fair Value Measurements
|
•
|
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.
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets at fair value:
|
|
|
|
|
|
|
|
||||||||
Long-term investment in equity securities
|
$
|
432
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
432
|
|
U.S. Treasury securities
|
500
|
|
|
—
|
|
|
—
|
|
|
500
|
|
||||
Mutual Funds
|
23
|
|
|
—
|
|
|
—
|
|
|
23
|
|
||||
Total assets at fair value
|
$
|
955
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
955
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets at fair value:
|
|
|
|
|
|
|
|
||||||||
Long-term investment in equity securities
|
$
|
299
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
299
|
|
U.S. Treasury securities
|
449
|
|
|
—
|
|
|
—
|
|
|
449
|
|
||||
Mutual Funds
|
29
|
|
|
—
|
|
|
—
|
|
|
29
|
|
||||
Total assets at fair value
|
$
|
777
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
777
|
|
16.
|
Discontinued Operations
|
|
Year Ended December 31, 2014
|
||
Total revenues, less transaction-based expenses
|
$
|
347
|
|
Operating expenses:
|
|
||
Compensation and benefits
|
105
|
|
|
Technology and communication
|
31
|
|
|
Professional services
|
31
|
|
|
Rent and occupancy
|
12
|
|
|
Acquisition-related transaction and integration costs
|
103
|
|
|
Selling, general, administrative
|
16
|
|
|
Depreciation and amortization
|
16
|
|
|
Total operating expenses
|
314
|
|
|
Operating income
|
33
|
|
|
Other income, net
|
5
|
|
|
Income tax expense
|
27
|
|
|
Income from discontinued operations, net of tax
|
$
|
11
|
|
17.
|
Condensed Consolidating Financial Statements
|
|
ICE
(Parent)
|
|
Subsidiary
Guarantor - NYSE Holdings |
|
Subsidiary
Non-Guarantors |
|
Consolidating
Adjustments
|
|
Consolidated
Total
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
406
|
|
|
$
|
—
|
|
|
$
|
407
|
|
Intercompany receivable
|
2,340
|
|
|
—
|
|
|
—
|
|
|
(2,340
|
)
|
|
—
|
|
|||||
Margin deposits and guaranty funds
|
—
|
|
|
—
|
|
|
55,150
|
|
|
—
|
|
|
55,150
|
|
|||||
Notes receivable from affiliate, current
|
—
|
|
|
281
|
|
|
23
|
|
|
(304
|
)
|
|
—
|
|
|||||
Other current assets
|
—
|
|
|
—
|
|
|
1,576
|
|
|
—
|
|
|
1,576
|
|
|||||
Total current assets
|
2,341
|
|
|
281
|
|
|
57,155
|
|
|
(2,644
|
)
|
|
57,133
|
|
|||||
Property and equipment, net
|
—
|
|
|
—
|
|
|
1,129
|
|
|
—
|
|
|
1,129
|
|
|||||
Other non-current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill and other intangible assets, net
|
—
|
|
|
—
|
|
|
22,711
|
|
|
—
|
|
|
22,711
|
|
|||||
Investment in subsidiaries
|
23,266
|
|
|
13,238
|
|
|
—
|
|
|
(36,504
|
)
|
|
—
|
|
|||||
Notes receivable from affiliate, non-current
|
620
|
|
|
5,958
|
|
|
6,373
|
|
|
(12,951
|
)
|
|
—
|
|
|||||
Other non-current assets
|
100
|
|
|
11
|
|
|
919
|
|
|
—
|
|
|
1,030
|
|
|||||
Total other non-current assets
|
23,986
|
|
|
19,207
|
|
|
30,003
|
|
|
(49,455
|
)
|
|
23,741
|
|
|||||
Total assets
|
$
|
26,327
|
|
|
$
|
19,488
|
|
|
$
|
88,287
|
|
|
$
|
(52,099
|
)
|
|
$
|
82,003
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term debt
|
$
|
1,642
|
|
|
$
|
851
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,493
|
|
Margin deposits and guaranty funds
|
—
|
|
|
—
|
|
|
55,150
|
|
|
—
|
|
|
55,150
|
|
|||||
Intercompany payable
|
—
|
|
|
1,935
|
|
|
405
|
|
|
(2,340
|
)
|
|
—
|
|
|||||
Notes payable to affiliates, current
|
281
|
|
|
23
|
|
|
—
|
|
|
(304
|
)
|
|
—
|
|
|||||
Other current liabilities
|
31
|
|
|
—
|
|
|
943
|
|
|
—
|
|
|
974
|
|
|||||
Total current liabilities
|
1,954
|
|
|
2,809
|
|
|
56,498
|
|
|
(2,644
|
)
|
|
58,617
|
|
|||||
Non-current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
3,871
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,871
|
|
|||||
Notes payable to affiliates, non-current
|
4,781
|
|
|
1,592
|
|
|
6,578
|
|
|
(12,951
|
)
|
|
—
|
|
|||||
Other non-current liabilities
|
4
|
|
|
—
|
|
|
3,721
|
|
|
—
|
|
|
3,725
|
|
|||||
Total non-current liabilities
|
8,656
|
|
|
1,592
|
|
|
10,299
|
|
|
(12,951
|
)
|
|
7,596
|
|
|||||
Total liabilities
|
10,610
|
|
|
4,401
|
|
|
66,797
|
|
|
(15,595
|
)
|
|
66,213
|
|
|||||
Redeemable non-controlling interest
|
—
|
|
|
—
|
|
|
36
|
|
|
—
|
|
|
36
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total shareholders' equity
|
15,717
|
|
|
15,087
|
|
|
21,417
|
|
|
(36,504
|
)
|
|
15,717
|
|
|||||
Non-controlling interest in consolidated subsidiaries
|
—
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
37
|
|
|||||
Total equity
|
15,717
|
|
|
15,087
|
|
|
21,454
|
|
|
(36,504
|
)
|
|
15,754
|
|
|||||
Total liabilities and equity
|
$
|
26,327
|
|
|
$
|
19,488
|
|
|
$
|
88,287
|
|
|
$
|
(52,099
|
)
|
|
$
|
82,003
|
|
|
ICE
(Parent)
|
|
Subsidiary
Guarantor - NYSE Holdings |
|
Subsidiary
Non-Guarantors |
|
Consolidating
Adjustments
|
|
Consolidated
Total
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
626
|
|
|
$
|
—
|
|
|
$
|
627
|
|
Intercompany receivable
|
3,176
|
|
|
—
|
|
|
—
|
|
|
(3,176
|
)
|
|
—
|
|
|||||
Margin deposits and guaranty funds
|
—
|
|
|
—
|
|
|
51,169
|
|
|
—
|
|
|
51,169
|
|
|||||
Notes receivable from affiliate, current
|
—
|
|
|
705
|
|
|
77
|
|
|
(782
|
)
|
|
—
|
|
|||||
Other current assets
|
5
|
|
|
—
|
|
|
1,512
|
|
|
—
|
|
|
1,517
|
|
|||||
Total current assets
|
3,182
|
|
|
705
|
|
|
53,384
|
|
|
(3,958
|
)
|
|
53,313
|
|
|||||
Property and equipment, net
|
—
|
|
|
—
|
|
|
1,037
|
|
|
—
|
|
|
1,037
|
|
|||||
Other non-current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill and other intangible assets, net
|
—
|
|
|
—
|
|
|
22,837
|
|
|
—
|
|
|
22,837
|
|
|||||
Investment in subsidiaries
|
21,120
|
|
|
9,840
|
|
|
—
|
|
|
(30,960
|
)
|
|
—
|
|
|||||
Notes receivable from affiliate, non-current
|
—
|
|
|
3,128
|
|
|
3,370
|
|
|
(6,498
|
)
|
|
—
|
|
|||||
Other non-current assets
|
20
|
|
|
10
|
|
|
770
|
|
|
—
|
|
|
800
|
|
|||||
Total other non-current assets
|
21,140
|
|
|
12,978
|
|
|
26,977
|
|
|
(37,458
|
)
|
|
23,637
|
|
|||||
Total assets
|
$
|
24,322
|
|
|
$
|
13,683
|
|
|
$
|
81,398
|
|
|
$
|
(41,416
|
)
|
|
$
|
77,987
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term debt
|
$
|
2,591
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,591
|
|
Margin deposits and guaranty funds
|
—
|
|
|
—
|
|
|
51,169
|
|
|
—
|
|
|
51,169
|
|
|||||
Intercompany payable
|
—
|
|
|
1,784
|
|
|
1,392
|
|
|
(3,176
|
)
|
|
—
|
|
|||||
Notes payable to affiliates, current
|
358
|
|
|
—
|
|
|
424
|
|
|
(782
|
)
|
|
—
|
|
|||||
Other current liabilities
|
36
|
|
|
—
|
|
|
947
|
|
|
—
|
|
|
983
|
|
|||||
Total current liabilities
|
2,985
|
|
|
1,784
|
|
|
53,932
|
|
|
(3,958
|
)
|
|
54,743
|
|
|||||
Non-current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
3,865
|
|
|
852
|
|
|
—
|
|
|
—
|
|
|
4,717
|
|
|||||
Notes payable to affiliates, non-current
|
2,629
|
|
|
741
|
|
|
3,128
|
|
|
(6,498
|
)
|
|
—
|
|
|||||
Other non-current liabilities
|
35
|
|
|
—
|
|
|
3,617
|
|
|
—
|
|
|
3,652
|
|
|||||
Total non-current liabilities
|
6,529
|
|
|
1,593
|
|
|
6,745
|
|
|
(6,498
|
)
|
|
8,369
|
|
|||||
Total liabilities
|
9,514
|
|
|
3,377
|
|
|
60,677
|
|
|
(10,456
|
)
|
|
63,112
|
|
|||||
Redeemable non-controlling interest
|
—
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
35
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total shareholders' equity
|
14,808
|
|
|
10,306
|
|
|
20,654
|
|
|
(30,960
|
)
|
|
14,808
|
|
|||||
Non-controlling interest in consolidated subsidiaries
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
32
|
|
|||||
Total equity
|
14,808
|
|
|
10,306
|
|
|
20,686
|
|
|
(30,960
|
)
|
|
14,840
|
|
|||||
Total liabilities and equity
|
$
|
24,322
|
|
|
$
|
13,683
|
|
|
$
|
81,398
|
|
|
$
|
(41,416
|
)
|
|
$
|
77,987
|
|
|
ICE
(Parent)
|
|
Subsidiary
Guarantor - NYSE Holdings |
|
Subsidiary
Non-Guarantors |
|
Consolidating
Adjustments
|
|
Consolidated
Total
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Transaction and clearing, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,384
|
|
|
$
|
—
|
|
|
$
|
3,384
|
|
Data services
|
—
|
|
|
—
|
|
|
1,978
|
|
|
—
|
|
|
1,978
|
|
|||||
Listings and other revenues
|
—
|
|
|
—
|
|
|
596
|
|
|
—
|
|
|
596
|
|
|||||
Revenues
|
—
|
|
|
—
|
|
|
5,958
|
|
|
—
|
|
|
5,958
|
|
|||||
Transaction-based expenses
|
—
|
|
|
—
|
|
|
1,459
|
|
|
—
|
|
|
1,459
|
|
|||||
Revenues, less transaction-based expenses
|
—
|
|
|
—
|
|
|
4,499
|
|
|
—
|
|
|
4,499
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and benefits
|
1
|
|
|
—
|
|
|
944
|
|
|
—
|
|
|
945
|
|
|||||
Acquisition-related transaction and integration costs
|
—
|
|
|
—
|
|
|
80
|
|
|
—
|
|
|
80
|
|
|||||
Technology and communication
|
—
|
|
|
—
|
|
|
374
|
|
|
—
|
|
|
374
|
|
|||||
Selling, general, administrative and other
|
1
|
|
|
—
|
|
|
322
|
|
|
—
|
|
|
323
|
|
|||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
610
|
|
|
—
|
|
|
610
|
|
|||||
Operating expenses
|
2
|
|
|
—
|
|
|
2,330
|
|
|
—
|
|
|
2,332
|
|
|||||
Operating income (loss)
|
(2
|
)
|
|
—
|
|
|
2,169
|
|
|
—
|
|
|
2,167
|
|
|||||
Intercompany interest on loans
|
(21
|
)
|
|
49
|
|
|
(28
|
)
|
|
—
|
|
|
—
|
|
|||||
Other income (expense), net
|
(145
|
)
|
|
(16
|
)
|
|
23
|
|
|
—
|
|
|
(138
|
)
|
|||||
Total other income (expense), net
|
(166
|
)
|
|
33
|
|
|
(5
|
)
|
|
—
|
|
|
(138
|
)
|
|||||
Income (loss) before income taxes
|
(168
|
)
|
|
33
|
|
|
2,164
|
|
|
—
|
|
|
2,029
|
|
|||||
Income tax expense (benefit)
|
—
|
|
|
—
|
|
|
580
|
|
|
—
|
|
|
580
|
|
|||||
Equity earnings from subsidiaries
|
1,590
|
|
|
1,201
|
|
|
—
|
|
|
(2,791
|
)
|
|
—
|
|
|||||
Net income
|
$
|
1,422
|
|
|
$
|
1,234
|
|
|
$
|
1,584
|
|
|
$
|
(2,791
|
)
|
|
$
|
1,449
|
|
Net income attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
|
(27
|
)
|
|||||
Net income attributable to ICE
|
$
|
1,422
|
|
|
$
|
1,234
|
|
|
$
|
1,557
|
|
|
$
|
(2,791
|
)
|
|
1,422
|
|
|
ICE
(Parent)
|
|
Subsidiary
Guarantor - NYSE Holdings |
|
Subsidiary
Non-Guarantors |
|
Consolidating
Adjustments
|
|
Consolidated
Total
|
||||||||||
Net income
|
$
|
1,422
|
|
|
$
|
1,234
|
|
|
$
|
1,584
|
|
|
$
|
(2,791
|
)
|
|
$
|
1,449
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
(300
|
)
|
|
—
|
|
|
(300
|
)
|
|||||
Change in fair value of available-for-sale securities
|
—
|
|
|
—
|
|
|
134
|
|
|
—
|
|
|
134
|
|
|||||
Employee benefit plan adjustments
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|||||
Total other comprehensive loss
|
—
|
|
|
—
|
|
|
(156
|
)
|
|
—
|
|
|
(156
|
)
|
|||||
Comprehensive loss of subsidiaries
|
(156
|
)
|
|
(83
|
)
|
|
—
|
|
|
239
|
|
|
—
|
|
|||||
Comprehensive income
|
1,266
|
|
|
1,151
|
|
|
1,428
|
|
|
(2,552
|
)
|
|
1,293
|
|
|||||
Comprehensive income attributable to non-controlling interests
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
|
(27
|
)
|
|||||
Comprehensive income attributable to ICE
|
$
|
1,266
|
|
|
$
|
1,151
|
|
|
$
|
1,401
|
|
|
$
|
(2,552
|
)
|
|
$
|
1,266
|
|
|
ICE
(Parent)
|
|
Subsidiary
Guarantor - NYSE Holdings |
|
Subsidiary
Non-Guarantors |
|
Consolidating
Adjustments
|
|
Consolidated
Total
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Transaction and clearing, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,228
|
|
|
$
|
—
|
|
|
$
|
3,228
|
|
Data services
|
—
|
|
|
—
|
|
|
871
|
|
|
—
|
|
|
871
|
|
|||||
Listings and other revenues
|
—
|
|
|
—
|
|
|
583
|
|
|
—
|
|
|
583
|
|
|||||
Revenues
|
—
|
|
|
—
|
|
|
4,682
|
|
|
—
|
|
|
4,682
|
|
|||||
Transaction-based expenses
|
—
|
|
|
—
|
|
|
1,344
|
|
|
—
|
|
|
1,344
|
|
|||||
Revenues, less transaction-based expenses
|
—
|
|
|
—
|
|
|
3,338
|
|
|
—
|
|
|
3,338
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and benefits
|
1
|
|
|
—
|
|
|
610
|
|
|
—
|
|
|
611
|
|
|||||
Acquisition-related transaction and integration costs
|
12
|
|
|
—
|
|
|
76
|
|
|
—
|
|
|
88
|
|
|||||
Technology and communication
|
—
|
|
|
—
|
|
|
203
|
|
|
—
|
|
|
203
|
|
|||||
Selling, general, administrative and other
|
1
|
|
|
—
|
|
|
311
|
|
|
—
|
|
|
312
|
|
|||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
374
|
|
|
—
|
|
|
374
|
|
|||||
Operating expenses
|
14
|
|
|
—
|
|
|
1,574
|
|
|
—
|
|
|
1,588
|
|
|||||
Operating income (loss)
|
(14
|
)
|
|
—
|
|
|
1,764
|
|
|
—
|
|
|
1,750
|
|
|||||
Intercompany interest on loans
|
(5
|
)
|
|
36
|
|
|
(31
|
)
|
|
—
|
|
|
—
|
|
|||||
Other income (expense), net
|
(39
|
)
|
|
(59
|
)
|
|
1
|
|
|
—
|
|
|
(97
|
)
|
|||||
Total other income (expense), net
|
(44
|
)
|
|
(23
|
)
|
|
(30
|
)
|
|
—
|
|
|
(97
|
)
|
|||||
Income (loss) before income taxes
|
(58
|
)
|
|
(23
|
)
|
|
1,734
|
|
|
—
|
|
|
1,653
|
|
|||||
Income tax expense
|
—
|
|
|
—
|
|
|
358
|
|
|
—
|
|
|
358
|
|
|||||
Equity earnings from subsidiaries
|
1,332
|
|
|
417
|
|
|
—
|
|
|
(1,749
|
)
|
|
—
|
|
|||||
Net income
|
$
|
1,274
|
|
|
$
|
394
|
|
|
$
|
1,376
|
|
|
$
|
(1,749
|
)
|
|
$
|
1,295
|
|
Net income attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
|
(21
|
)
|
|||||
Net income attributable to ICE
|
$
|
1,274
|
|
|
$
|
394
|
|
|
$
|
1,355
|
|
|
$
|
(1,749
|
)
|
|
$
|
1,274
|
|
|
ICE
(Parent)
|
|
Subsidiary
Guarantor - NYSE Holdings |
|
Subsidiary
Non-Guarantors |
|
Consolidating
Adjustments
|
|
Consolidated
Total
|
||||||||||
Net income
|
$
|
1,274
|
|
|
$
|
394
|
|
|
$
|
1,376
|
|
|
$
|
(1,749
|
)
|
|
$
|
1,295
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
(58
|
)
|
|
—
|
|
|
(58
|
)
|
|||||
Comprehensive income from equity method investment
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||
Change in fair value of available-for-sale securities
|
—
|
|
|
—
|
|
|
(81
|
)
|
|
—
|
|
|
(81
|
)
|
|||||
Employee benefit plan adjustments
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||||
Total other comprehensive loss
|
—
|
|
|
—
|
|
|
(142
|
)
|
|
—
|
|
|
(142
|
)
|
|||||
Comprehensive loss of subsidiaries
|
(142
|
)
|
|
(18
|
)
|
|
—
|
|
|
160
|
|
|
—
|
|
|||||
Comprehensive income
|
1,132
|
|
|
376
|
|
|
1,234
|
|
|
(1,589
|
)
|
|
1,153
|
|
|||||
Comprehensive income attributable to non-controlling interests
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
|
(21
|
)
|
|||||
Comprehensive income attributable to ICE
|
$
|
1,132
|
|
|
$
|
376
|
|
|
$
|
1,213
|
|
|
$
|
(1,589
|
)
|
|
$
|
1,132
|
|
|
ICE
(Parent)
|
|
Subsidiary
Guarantor - NYSE Holdings |
|
Subsidiary
Non-Guarantors |
|
Consolidating
Adjustments
|
|
Consolidated
Total
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Transaction and clearing, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,144
|
|
|
$
|
—
|
|
|
$
|
3,144
|
|
Data services
|
—
|
|
|
—
|
|
|
691
|
|
|
—
|
|
|
691
|
|
|||||
Listings and other revenues
|
—
|
|
|
—
|
|
|
517
|
|
|
—
|
|
|
517
|
|
|||||
Revenues
|
—
|
|
|
—
|
|
|
4,352
|
|
|
—
|
|
|
4,352
|
|
|||||
Transaction-based expenses
|
—
|
|
|
—
|
|
|
1,260
|
|
|
—
|
|
|
1,260
|
|
|||||
Revenues, less transaction-based expenses
|
—
|
|
|
—
|
|
|
3,092
|
|
|
—
|
|
|
3,092
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and benefits
|
1
|
|
|
—
|
|
|
591
|
|
|
—
|
|
|
592
|
|
|||||
Acquisition-related transaction and integration costs
|
—
|
|
|
12
|
|
|
117
|
|
|
—
|
|
|
129
|
|
|||||
Technology and communication
|
—
|
|
|
—
|
|
|
188
|
|
|
—
|
|
|
188
|
|
|||||
Selling, general, administrative and other
|
1
|
|
|
—
|
|
|
401
|
|
|
—
|
|
|
402
|
|
|||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
333
|
|
|
—
|
|
|
333
|
|
|||||
Operating expenses
|
2
|
|
|
12
|
|
|
1,630
|
|
|
—
|
|
|
1,644
|
|
|||||
Operating income (loss)
|
(2
|
)
|
|
(12
|
)
|
|
1,462
|
|
|
—
|
|
|
1,448
|
|
|||||
Intercompany interest on loans
|
(2
|
)
|
|
35
|
|
|
(33
|
)
|
|
—
|
|
|
—
|
|
|||||
Other income (expense), net
|
(15
|
)
|
|
(80
|
)
|
|
54
|
|
|
—
|
|
|
(41
|
)
|
|||||
Total other income (expense), net
|
(17
|
)
|
|
(45
|
)
|
|
21
|
|
|
—
|
|
|
(41
|
)
|
|||||
Income (loss) from continuing operations before income taxes
|
(19
|
)
|
|
(57
|
)
|
|
1,483
|
|
|
—
|
|
|
1,407
|
|
|||||
Income tax expense (benefit)
|
(2
|
)
|
|
—
|
|
|
404
|
|
|
—
|
|
|
402
|
|
|||||
Equity earnings from subsidiaries
|
998
|
|
|
535
|
|
|
—
|
|
|
(1,533
|
)
|
|
—
|
|
|||||
Income from continuing operations
|
981
|
|
|
478
|
|
|
1,079
|
|
|
(1,533
|
)
|
|
1,005
|
|
|||||
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
|||||
Net income
|
$
|
981
|
|
|
$
|
478
|
|
|
$
|
1,090
|
|
|
$
|
(1,533
|
)
|
|
$
|
1,016
|
|
Net income attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
(35
|
)
|
|
—
|
|
|
(35
|
)
|
|||||
Net income attributable to ICE
|
$
|
981
|
|
|
$
|
478
|
|
|
$
|
1,055
|
|
|
$
|
(1,533
|
)
|
|
$
|
981
|
|
|
ICE
(Parent)
|
|
Subsidiary
Guarantor - NYSE Holdings |
|
Subsidiary
Non-Guarantors |
|
Consolidating
Adjustments
|
|
Consolidated
Total
|
||||||||||
Net income (loss)
|
$
|
981
|
|
|
$
|
478
|
|
|
$
|
1,090
|
|
|
$
|
(1,533
|
)
|
|
$
|
1,016
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustments
|
—
|
|
|
1
|
|
|
(131
|
)
|
|
—
|
|
|
(130
|
)
|
|||||
Change in fair value of net investment hedge
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
|||||
Change in fair value of available-for-sale securities
|
—
|
|
|
—
|
|
|
55
|
|
|
—
|
|
|
55
|
|
|||||
Employee benefit plan adjustments
|
—
|
|
|
—
|
|
|
(117
|
)
|
|
—
|
|
|
(117
|
)
|
|||||
Total other comprehensive income (loss)
|
—
|
|
|
1
|
|
|
(172
|
)
|
|
—
|
|
|
(171
|
)
|
|||||
Comprehensive income of subsidiaries
|
1,362
|
|
|
185
|
|
|
—
|
|
|
(1,547
|
)
|
|
—
|
|
|||||
Comprehensive income
|
2,343
|
|
|
664
|
|
|
918
|
|
|
(3,080
|
)
|
|
845
|
|
|||||
Comprehensive income attributable to non-controlling interests
|
—
|
|
|
—
|
|
|
(35
|
)
|
|
—
|
|
|
(35
|
)
|
|||||
Comprehensive income attributable to ICE
|
$
|
2,343
|
|
|
$
|
664
|
|
|
$
|
883
|
|
|
$
|
(3,080
|
)
|
|
$
|
810
|
|
|
ICE
(Parent)
|
|
Subsidiary
Guarantor - NYSE Holdings |
|
Subsidiary
Non-Guarantors
|
|
Consolidating
Adjustments
|
|
Consolidated
Total
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
(850
|
)
|
|
$
|
1,381
|
|
|
$
|
3,312
|
|
|
$
|
(1,694
|
)
|
|
$
|
2,149
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash paid for acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(425
|
)
|
|
—
|
|
|
(425
|
)
|
|||||
Loans to subsidiaries
|
216
|
|
|
(2,406
|
)
|
|
(2,949
|
)
|
|
5,139
|
|
|
—
|
|
|||||
Capital expenditures and capitalized software development costs
|
—
|
|
|
—
|
|
|
(365
|
)
|
|
—
|
|
|
(365
|
)
|
|||||
Increase in restricted cash and investments
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
(38
|
)
|
|||||
Other investing activities
|
—
|
|
|
—
|
|
|
(70
|
)
|
|
—
|
|
|
(70
|
)
|
|||||
Net cash provided by (used in) investing activities
|
216
|
|
|
(2,406
|
)
|
|
(3,847
|
)
|
|
5,139
|
|
|
(898
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayments of commercial paper, net
|
(949
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(949
|
)
|
|||||
Intercompany borrowing
|
2,075
|
|
|
1,025
|
|
|
2,039
|
|
|
(5,139
|
)
|
|
—
|
|
|||||
Dividends to shareholders
|
(409
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(409
|
)
|
|||||
Intercompany dividends
|
—
|
|
|
—
|
|
|
(1,694
|
)
|
|
1,694
|
|
|
—
|
|
|||||
Repurchases of common stock
|
(50
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50
|
)
|
|||||
Other financing activities
|
(33
|
)
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
|
(54
|
)
|
|||||
Net cash provided by (used in) financing activities
|
634
|
|
|
1,025
|
|
|
324
|
|
|
(3,445
|
)
|
|
(1,462
|
)
|
|||||
Effect of exchange rates on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|||||
Net decrease in cash and cash equivalents
|
—
|
|
|
—
|
|
|
(220
|
)
|
|
—
|
|
|
(220
|
)
|
|||||
Cash and cash equivalents, beginning of year
|
1
|
|
|
—
|
|
|
626
|
|
|
—
|
|
|
627
|
|
|||||
Cash and cash equivalents, end of year
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
406
|
|
|
$
|
—
|
|
|
$
|
407
|
|
|
ICE
(Parent)
|
|
Subsidiary
Guarantor - NYSE Holdings |
|
Subsidiary
Non-Guarantors
|
|
Consolidating
Adjustments
|
|
Consolidated
Total
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
(162
|
)
|
|
$
|
77
|
|
|
$
|
1,518
|
|
|
$
|
(122
|
)
|
|
$
|
1,311
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash paid for acquisitions, net of cash acquired
|
(3,751
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,751
|
)
|
|||||
Loans to subsidiaries
|
(383
|
)
|
|
(730
|
)
|
|
(1,371
|
)
|
|
2,484
|
|
|
—
|
|
|||||
Proceeds from term deposits, net
|
—
|
|
|
1,084
|
|
|
—
|
|
|
—
|
|
|
1,084
|
|
|||||
Capital expenditures and capitalized software development costs
|
—
|
|
|
—
|
|
|
(277
|
)
|
|
—
|
|
|
(277
|
)
|
|||||
Increase in restricted cash and investments
|
5
|
|
|
—
|
|
|
(299
|
)
|
|
—
|
|
|
(294
|
)
|
|||||
Other investing activities
|
—
|
|
|
—
|
|
|
(60
|
)
|
|
—
|
|
|
(60
|
)
|
|||||
Net cash provided by (used in) investing activities
|
(4,129
|
)
|
|
354
|
|
|
(2,007
|
)
|
|
2,484
|
|
|
(3,298
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from debt facilities and commercial paper, net
|
4,158
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,158
|
|
|||||
Repayments of debt facilities
|
—
|
|
|
(1,028
|
)
|
|
—
|
|
|
—
|
|
|
(1,028
|
)
|
|||||
Intercompany borrowing
|
1,127
|
|
|
592
|
|
|
765
|
|
|
(2,484
|
)
|
|
—
|
|
|||||
Dividends to shareholders
|
(331
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(331
|
)
|
|||||
Intercompany dividends
|
—
|
|
|
—
|
|
|
(122
|
)
|
|
122
|
|
|
—
|
|
|||||
Purchase of subsidiary shares from non-controlling interest
|
—
|
|
|
—
|
|
|
(128
|
)
|
|
—
|
|
|
(128
|
)
|
|||||
Repurchases of common stock
|
(660
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(660
|
)
|
|||||
Other financing activities
|
(8
|
)
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
|
(35
|
)
|
|||||
Net provided by (cash used) in financing activities
|
4,286
|
|
|
(436
|
)
|
|
488
|
|
|
(2,362
|
)
|
|
1,976
|
|
|||||
Effect of exchange rates on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
|||||
Net decrease in cash and cash equivalents
|
(5
|
)
|
|
(5
|
)
|
|
(15
|
)
|
|
—
|
|
|
(25
|
)
|
|||||
Cash and cash equivalents, beginning of year
|
6
|
|
|
5
|
|
|
641
|
|
|
—
|
|
|
652
|
|
|||||
Cash and cash equivalents, end of year
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
626
|
|
|
$
|
—
|
|
|
$
|
627
|
|
|
ICE
(Parent)
|
|
Subsidiary
Guarantor - NYSE Holdings |
|
Subsidiary
Non-Guarantors
|
|
Consolidating
Adjustments
|
|
Consolidated
Total
|
||||||||||
Net cash provided by operating activities from continuing operations
|
$
|
(350
|
)
|
|
$
|
4,651
|
|
|
$
|
(2,399
|
)
|
|
$
|
(439
|
)
|
|
$
|
1,463
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash paid for acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(577
|
)
|
|
—
|
|
|
(577
|
)
|
|||||
Loans to subsidiaries
|
—
|
|
|
(3,103
|
)
|
|
(950
|
)
|
|
4,053
|
|
|
—
|
|
|||||
Proceeds from IPO and sale of Euronext and sale of NYSE Technologies
|
—
|
|
|
—
|
|
|
2,274
|
|
|
—
|
|
|
2,274
|
|
|||||
Purchases of term deposits, net
|
—
|
|
|
(1,304
|
)
|
|
54
|
|
|
—
|
|
|
(1,250
|
)
|
|||||
Capital expenditures and capitalized software development costs
|
—
|
|
|
—
|
|
|
(250
|
)
|
|
—
|
|
|
(250
|
)
|
|||||
Increase in restricted cash and investments
|
—
|
|
|
—
|
|
|
(161
|
)
|
|
—
|
|
|
(161
|
)
|
|||||
Net cash provided by investing activities from continuing operations
|
—
|
|
|
(4,407
|
)
|
|
390
|
|
|
4,053
|
|
|
36
|
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayments of debt facilities and commercial paper, net
|
(174
|
)
|
|
—
|
|
|
(378
|
)
|
|
—
|
|
|
(552
|
)
|
|||||
Intercompany borrowing
|
1,502
|
|
|
(239
|
)
|
|
2,790
|
|
|
(4,053
|
)
|
|
—
|
|
|||||
Dividends to shareholders
|
(299
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(299
|
)
|
|||||
Intercompany dividends
|
—
|
|
|
—
|
|
|
(439
|
)
|
|
439
|
|
|
—
|
|
|||||
Purchase of subsidiary shares from non-recurring interest
|
—
|
|
|
|
|
|
(129
|
)
|
|
|
|
|
(129
|
)
|
|||||
Repurchase of common stock
|
(645
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(645
|
)
|
|||||
Other financing activities
|
(30
|
)
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
(48
|
)
|
|||||
Net cash used in financing activities from continuing operations
|
354
|
|
|
(239
|
)
|
|
1,826
|
|
|
(3,614
|
)
|
|
(1,673
|
)
|
|||||
Cash and cash equivalents from discontinued operations
|
—
|
|
|
—
|
|
|
(114
|
)
|
|
—
|
|
|
(114
|
)
|
|||||
Effect of exchange rates on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
|
(21
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
4
|
|
|
5
|
|
|
(318
|
)
|
|
—
|
|
|
(309
|
)
|
|||||
Cash and cash equivalents, beginning of year
|
2
|
|
|
—
|
|
|
959
|
|
|
—
|
|
|
961
|
|
|||||
Cash and cash equivalents, end of year
|
$
|
6
|
|
|
$
|
5
|
|
|
$
|
641
|
|
|
$
|
—
|
|
|
$
|
652
|
|
18.
|
Segment Reporting
|
|
Trading and Clearing Segment
|
|
Data and Listings Segment
|
|
Consolidated
|
||||||
Year Ended December 31, 2016
|
|
|
|
|
|
||||||
Revenues, less transaction-based expenses
|
$
|
2,102
|
|
|
$
|
2,397
|
|
|
$
|
4,499
|
|
Operating expenses
|
880
|
|
|
1,452
|
|
|
2,332
|
|
|||
Operating income
|
1,222
|
|
|
945
|
|
|
2,167
|
|
|||
Year Ended December 31, 2015
|
|
|
|
|
|
||||||
Revenues, less transaction-based expenses
|
$
|
2,062
|
|
|
$
|
1,276
|
|
|
$
|
3,338
|
|
Operating expenses
|
915
|
|
|
673
|
|
|
1,588
|
|
|||
Operating income
|
1,147
|
|
|
603
|
|
|
1,750
|
|
|||
Year Ended December 31, 2014
|
|
|
|
|
|
||||||
Revenues, less transaction-based expenses
|
$
|
2,034
|
|
|
$
|
1,058
|
|
|
$
|
3,092
|
|
Operating expenses
|
1,011
|
|
|
633
|
|
|
1,644
|
|
|||
Operating income
|
1,023
|
|
|
425
|
|
|
1,448
|
|
|
United States
|
|
Foreign Countries
|
|
Total
|
||||||
Revenues, less transaction-based expenses:
|
|
|
|
|
|
||||||
Year ended December 31, 2016
|
$
|
2,744
|
|
|
$
|
1,755
|
|
|
$
|
4,499
|
|
Year ended December 31, 2015
|
$
|
1,973
|
|
|
$
|
1,365
|
|
|
$
|
3,338
|
|
Year ended December 31, 2014
|
$
|
1,859
|
|
|
$
|
1,233
|
|
|
$
|
3,092
|
|
Net assets:
|
|
|
|
|
|
||||||
As of December 31, 2016
|
$
|
7,877
|
|
|
$
|
7,913
|
|
|
$
|
15,790
|
|
As of December 31, 2015
|
$
|
6,827
|
|
|
$
|
8,048
|
|
|
$
|
14,875
|
|
Property and equipment, net:
|
|
|
|
|
|
||||||
As of December 31, 2016
|
$
|
1,009
|
|
|
$
|
120
|
|
|
$
|
1,129
|
|
As of December 31, 2015
|
$
|
904
|
|
|
$
|
133
|
|
|
$
|
1,037
|
|
19.
|
Earnings Per Common Share
|
|
Year Ended December 31,
|
||||||||||
2016
|
|
2015
|
|
2014
|
|||||||
Income from continuing operations
|
$
|
1,449
|
|
|
$
|
1,295
|
|
|
$
|
1,005
|
|
Net income from continuing operations attributable to non-controlling interest
|
(27
|
)
|
|
(21
|
)
|
|
(35
|
)
|
|||
Net income from continuing operations attributable to ICE
|
1,422
|
|
|
1,274
|
|
|
970
|
|
|||
Net income from discontinued operations attributable to ICE
|
—
|
|
|
—
|
|
|
11
|
|
|||
Net income attributable to ICE
|
$
|
1,422
|
|
|
$
|
1,274
|
|
|
$
|
981
|
|
|
|
|
|
|
|
||||||
Basic earnings per share attributable to ICE common shareholders:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
2.39
|
|
|
$
|
2.29
|
|
|
$
|
1.70
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
0.02
|
|
|||
Basic earnings per share
|
$
|
2.39
|
|
|
$
|
2.29
|
|
|
$
|
1.72
|
|
Basic weighted average common shares outstanding
|
595
|
|
|
556
|
|
|
570
|
|
|||
|
|
|
|
|
|
||||||
Diluted earnings per share attributable to ICE common shareholders:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
2.37
|
|
|
$
|
2.28
|
|
|
$
|
1.69
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
0.02
|
|
|||
Diluted earnings per share
|
$
|
2.37
|
|
|
$
|
2.28
|
|
|
$
|
1.71
|
|
Diluted weighted average common shares outstanding
|
599
|
|
|
559
|
|
|
573
|
|
|||
|
|
|
|
|
|
||||||
Basic weighted average common shares outstanding
|
595
|
|
|
556
|
|
|
570
|
|
|||
Effect of dilutive securities - stock options and restricted stock
|
4
|
|
|
3
|
|
|
3
|
|
|||
Diluted weighted average common shares outstanding
|
599
|
|
|
559
|
|
|
573
|
|
|
1
st
Qtr
|
|
2
nd
Qtr
|
|
3
rd
Qtr
|
|
4
th
Qtr
|
||||||||
Year Ended December 31, 2016
(a)
|
|
|
|
|
|
|
|
||||||||
Revenues, less transaction-based expenses
|
$
|
1,154
|
|
|
$
|
1,129
|
|
|
$
|
1,078
|
|
|
$
|
1,138
|
|
Operating income
|
584
|
|
|
551
|
|
|
474
|
|
|
558
|
|
||||
Net income attributable to Intercontinental Exchange, Inc.
|
369
|
|
|
357
|
|
|
344
|
|
|
352
|
|
||||
Earnings per common share
(b)
:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.62
|
|
|
$
|
0.60
|
|
|
$
|
0.58
|
|
|
$
|
0.59
|
|
Diluted
|
$
|
0.62
|
|
|
$
|
0.60
|
|
|
$
|
0.57
|
|
|
$
|
0.59
|
|
|
|
|
|
|
|
|
|
||||||||
Year Ended December 31, 2015
(a)
|
|
|
|
|
|
|
|
||||||||
Revenues, less transaction-based expenses
|
$
|
850
|
|
|
$
|
797
|
|
|
$
|
816
|
|
|
$
|
875
|
|
Operating income
|
462
|
|
|
430
|
|
|
440
|
|
|
418
|
|
||||
Net income attributable to Intercontinental Exchange, Inc.
|
315
|
|
|
283
|
|
|
306
|
|
|
370
|
|
||||
Earnings per common share
(b)
:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.56
|
|
|
$
|
0.51
|
|
|
$
|
0.55
|
|
|
$
|
0.66
|
|
Diluted
|
$
|
0.56
|
|
|
$
|
0.51
|
|
|
$
|
0.55
|
|
|
$
|
0.66
|
|
(a)
|
We acquired Securities Evaluations and Credit Market Analysis on October 3, 2016, Interactive Data on December 14, 2015 and Trayport on December 11, 2015 and we have included their results with our consolidated results above effective from the acquisition dates (Note 3).
|
(b)
|
The annual earnings per common share may not equal the sum of the individual quarter’s earnings per common share due to rounding, and, during the year ended
December 31, 2015
, due to the
32.3 million
and
12.6 million
shares of our common stock issued to Interactive Data and Trayport stockholders, respectively, in connection with our acquisitions, weighted to show these additional shares outstanding for the period from the acquisition dates to
December 31, 2015
.
|
21.
|
Subsequent Events
|
Name
|
Age
|
Title
|
Jeffrey C. Sprecher
|
61
|
Chairman of the Board and Chief Executive Officer
|
Charles A. Vice
|
53
|
President and Chief Operating Officer
|
Scott A. Hill
|
49
|
Chief Financial Officer
|
David S. Goone
|
56
|
Chief Strategy Officer
|
Johnathan H. Short
|
51
|
General Counsel and Corporate Secretary
|
Thomas W. Farley
|
41
|
President of NYSE
|
(a)
|
Documents Filed as Part of this Report.
|
(1)
|
Financial Statements
|
•
|
Consolidated Balance Sheets as of December 31, 2016 and 2015.
|
•
|
Consolidated Statements of Income for the years ended December 31, 2016, 2015 and 2014.
|
•
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2016, 2015 and 2014.
|
•
|
Consolidated Statements of Changes in Equity, Accumulated Other Comprehensive Income (Loss) and Redeemable Non-Controlling Interest for the years ended December 31, 2016, 2015 and 2014.
|
•
|
Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014.
|
•
|
Notes to Consolidated Financial Statements.
|
(2)
|
Financial Statement Schedules
|
(3)
|
Exhibits
|
(b)
|
Exhibits
|
|
|
Intercontinental Exchange, Inc.
(Registrant)
|
|
|
|
|
|
Date: February 7, 2017
|
|
By:
|
/s/ Jeffrey C. Sprecher
|
|
|
|
Jeffrey C. Sprecher
|
|
|
|
Chief Executive Officer
|
Signatures
|
Title
|
Date
|
/s/ Jeffrey C. Sprecher
|
Chairman of the Board and Chief
|
February 7, 2017
|
Jeffrey C. Sprecher
|
Executive Officer
(principal executive officer)
|
|
|
|
|
/s/ Scott A. Hill
|
Chief Financial Officer
(principal financial officer) |
February 7, 2017
|
Scott A. Hill
|
|
|
|
|
|
/s/ Dean S. Mathison
|
Chief Accounting Officer and Corporate Controller (principal accounting officer)
|
February 7, 2017
|
Dean S. Mathison
|
|
|
|
|
|
/s/ Charles R. Crisp
|
Director
|
February 7, 2017
|
Charles R. Crisp
|
|
|
|
|
|
/s/ Jean-Marc Forneri
|
Director
|
February 7, 2017
|
Jean-Marc Forneri
|
|
|
|
|
|
/s/ Fredrick W. Hatfield
|
Director
|
February 7, 2017
|
Fredrick W. Hatfield
|
|
|
|
|
|
/s/ Lord Hague of Richmond
|
Director
|
February 7, 2017
|
The Rt. Hon. the Lord Hague of Richmond
|
|
|
Signatures
|
Title
|
Date
|
/s/ Thomas Noonan
|
Director
|
February 7, 2017
|
Thomas Noonan
|
|
|
|
|
|
/s/ Frederic V. Salerno
|
Director
|
February 7, 2017
|
Frederic V. Salerno
|
|
|
|
|
|
/s/ Judith A. Sprieser
|
Director
|
February 7, 2017
|
Judith A. Sprieser
|
|
|
|
|
|
/s/ Vincent Tese
|
Director
|
February 7, 2017
|
Vincent Tese
|
|
|
Exhibit
Number
|
|
Description of Document
|
2.1
|
—
|
Agreement and Plan of Merger by and among Intercontinental Exchange, Inc., Red Merger Sub Inc., Interactive Data Holdings Corporation, and Igloo Manager Co-Invest, LLC, solely in its capacity as Interactive Data stockholders' and option holders' agent and attorney-in-fact, dated October 26, 2015 (incorporated by referenced to Exhibit 2.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on October 28, 2015, File No. 001-36198).
|
3.1
|
—
|
Third Amended and Restated Certificate of Incorporation of Intercontinental Exchange, Inc. effective October 12, 2016 (incorporated by reference to Exhibit 3.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on October 12, 2016, File No. 001-36198).
|
3.2
|
—
|
Seventh Amended and Restated Bylaws of Intercontinental Exchange, Inc., effective January 31, 2017 (incorporated by reference to Exhibit 3.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on February 1, 2017, File No. 001-36198).
|
4.1
|
—
|
Indenture dated as of October 8, 2013 among Intercontinental Exchange, Inc., as issuer, IntercontinentalExchange Inc. and Baseball Merger Sub, LLC, as guarantors, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on October 8, 2013, File No. 333-187402).
|
4.2
|
—
|
First Supplemental Indenture dated as of October 8, 2013 among Intercontinental Exchange, Inc., as issuer,
Intercontinental Exchange Holdings, Inc. and Baseball Merger Sub, LLC, as guarantors, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on October 8, 2013, File No. 333-187402). |
4.3
|
—
|
Form of 2.50% Senior Notes due 2018 (incorporated by reference to Exhibit 4.3 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on October 8, 2013, File No. 333-187402).
|
4.4
|
—
|
Form of 4.00% Senior Notes due 2023 (incorporated by reference to Exhibit 4.4 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on October 8, 2013, File No. 333-187402).
|
4.5
|
—
|
Guaranty of Intercontinental Exchange, Inc., dated as of November 13, 2013, relating to the NYSE Euronext Senior Notes (incorporated by reference to Exhibit 4.6 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on November 13, 2013, File No. 001-36198).
|
4.6
|
—
|
Deed Poll Guarantee of Intercontinental Exchange, Inc., dated as of November 13, 2013, relating to the NYSE Euronext Eurobonds (incorporated by reference to Exhibit 4.8 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on November 13, 2013, File No. 001-36198).
|
4.7
|
—
|
Indenture dated as of November 24, 2015 among Intercontinental Exchange, Inc., as issuer, NYSE Holdings LLC, as guarantor, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on November 24, 2015, File No. 001-36198).
|
4.8
|
—
|
First Supplemental Indenture dated as of November 24, 2015 among Intercontinental Exchange, Inc., as issuer,
NYSE Holdings LLC, as guarantor, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on November 24, 2013, File No. 001-36198). |
4.9
|
—
|
Form of 2.75% Senior Notes due 2020 (incorporated by reference to Exhibit 4.3 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on November 24, 2015, File No. 001-36198).
|
4.10
|
—
|
Form of 3.75% Senior Notes due 2025 (incorporated by reference to Exhibit 4.4 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on November 24, 2013, File No. 001-36198).
|
4.11
|
—
|
Form of Guaranty of NYSE Holdings LLC (incorporated by reference to Exhibit 4.5 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on November 24, 2015, File No. 001-36198).
|
10.1
|
—
|
Employment Agreement dated February 24, 2012 between Intercontinental Exchange Holdings, Inc. and Jeffrey C. Sprecher (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on February 24, 2012, File No. 001-32671).
|
10.2
|
—
|
Employment Agreement dated February 24, 2012 between Intercontinental Exchange Holdings, Inc. and Charles A. Vice (incorporated by reference to Exhibit 10.2 to Intercontinental Exchange Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on February 24, 2012, File No. 001-32671).
|
10.3
|
—
|
Employment Agreement dated February 24, 2012 between Intercontinental Exchange Holdings, Inc. and David S. Goone (incorporated by reference to Exhibit 10.3 to Intercontinental Exchange Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on February 24, 2012, File No. 001-32671).
|
10.4
|
—
|
Employment Agreement dated February 24, 2012 between Intercontinental Exchange Holdings, Inc. and Scott A. Hill (incorporated by reference to Exhibit 10.5 to Intercontinental Exchange Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on February 24, 2012, File No. 001-32671).
|
10.5
|
—
|
Employment Agreement dated June 18, 2012 between Intercontinental Exchange Holdings, Inc. and Thomas W. Farley (incorporated by reference to Exhibit 10.6 to Intercontinental Exchange Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on February 6, 2013, File No. 001-32671).
|
10.6
|
—
|
Form of Employment Agreement between Intercontinental Exchange Holdings, Inc. and the other U.S. officers (incorporated by reference to Exhibit 10.6 to Intercontinental Exchange Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on February 24, 2012, File No. 001-32671).
|
10.7
|
—
|
Intercontinental Exchange Holdings, Inc. 2000 Stock Option Plan, as amended effective December 31, 2008 (incorporated by reference to Exhibit 10.6 to Intercontinental Exchange Holdings, Inc.'s Annual Report on Form 10-K filed with the SEC on February 11, 2009, File No. 001-32671).
|
10.8
|
—
|
Intercontinental Exchange Holdings, Inc. 2003 Restricted Stock Deferral Plan for Outside Directors, as amended effective December 31, 2008 (incorporated by reference to Exhibit 10.7 to Intercontinental Exchange Holdings, Inc.'s Annual Report on Form 10-K filed with the SEC on February 11, 2009, File No. 001-32671).
|
10.9
|
—
|
Intercontinental Exchange Holdings, Inc. Executive Bonus Plan (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange Holdings, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2009, File No. 001-32671).
|
10.10
|
—
|
Intercontinental Exchange Holdings, Inc. 2009 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to Intercontinental Exchange Holdings, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2009, File No. 001-32671).
|
10.11
|
—
|
Intercontinental Exchange Holdings, Inc. 2013 Omnibus Employee Incentive Plan (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange Holdings, Inc.’s Registration Statement on Form S-8, filed with the SEC on May 24, 2013, File No. 333-188815).
|
10.12
|
—
|
Intercontinental Exchange Holdings, Inc. 2013 Omnibus Non-Employee Director Incentive Plan (incorporated by reference to Exhibit 4.2 to Intercontinental Exchange Holdings, Inc.’s Registration Statement on Form S-8, filed with the SEC on May 24, 2013, File No. 333-188815).
|
10.13
|
—
|
NYSE Amended and Restated Omnibus Incentive Plan (as amended and restated effective October 27, 2010) (incorporated by reference to Exhibit 10.33 to NYSE Euronext’s Annual Report on Form 10-K filed with the SEC on February 28, 2011, File No. 001-33392).
|
10.14
|
—
|
NYSE Euronext 2006 Stock Incentive Plan (as amended and restated effective October 27, 2010) (incorporated by reference to Exhibit 10.19 to NYSE Euronext’s Annual Report on Form 10-K filed with the SEC on February 28, 2011, File No. 001-33392).
|
10.15
|
—
|
Form of Performance-Based Restricted Stock Unit Award Agreement used with respect to grants of performance-based restricted stock units by the Company under the Intercontinental Exchange Holdings, Inc. 2013 Omnibus Employee Incentive Plan (incorporated by reference to Exhibit 10.11 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on November 13, 2013, File No. 001-36198).
|
10.16
|
—
|
Patent License Agreement, dated as of March 29, 2002, between eSpeed, Inc. and Intercontinental Exchange Holdings, Inc. (incorporated by reference to Exhibit 10.16 to Intercontinental Exchange Holdings, Inc.'s Registration Statement on Form S-1 filed with the SEC on June 6, 2005, File No. 333-123500).
|
10.17
|
—
|
Contribution and Asset Transfer Agreement, dated as of May 11, 2000, by and between IntercontinentalExchange, LLC, Continental Power Exchange, Inc., and Jeffrey C. Sprecher (incorporated by reference to Exhibit 10.31 to Intercontinental Exchange Holdings, Inc.'s Registration Statement on Form S-1 filed with the SEC on October 25, 2005, File No. 333-123500).
|
10.18
|
—
|
First Amendment to Contribution and Asset Transfer Agreement, dated as of May 17, 2000, by and among IntercontinentalExchange, LLC, Continental Power Exchange, Inc., and Jeffrey C. Sprecher (incorporated by reference to Exhibit 10.32 to Intercontinental Exchange Holdings, Inc.'s Registration Statement on Form S-1 filed with the SEC on October 25, 2005, File No. 333-123500).
|
10.19
|
—
|
Second Amendment to Contribution and Asset Transfer Agreement, dated as of October 24, 2005, by and among Intercontinental Exchange Holdings, Inc., Continental Power Exchange, Inc., and Jeffrey C. Sprecher (incorporated by reference to Exhibit 10.33 to Intercontinental Exchange Holdings, Inc.'s Registration Statement on Form S-1 filed with the SEC on October 25, 2005, File No. 333-123500).
|
10.20
|
—
|
Intercontinental Exchange Holdings, Inc. Amended and Restated 1999 Stock Option/Stock Issuance Plan (formerly the Creditex Group Inc. Amended and Restated 1999 Stock Option/Stock Issuance Plan) (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange Holdings, Inc.'s Registration Statement on Form S-8 filed with the SEC on September 2, 2008, File No. 333-153299).
|
10.21
|
—
|
Aircraft Time Sharing Agreement dated as of February 6, 2012 between Intercontinental Exchange Holdings, Inc. and Jeffrey C. Sprecher (incorporated by reference to Exhibit 10.37 to Intercontinental Exchange Holdings, Inc.'s Annual Report on Form 10-K filed with the SEC on February 8, 2012, File No. 001-32671).
|
10.22
|
—
|
Aircraft Time Sharing Agreement dated as of February 6, 2012 between Intercontinental Exchange Holdings, Inc. and Charles A. Vice (incorporated by reference to Exhibit 10.38 to Intercontinental Exchange Holdings, Inc.'s Annual Report on Form 10-K filed with the SEC on February 8, 2012, File No. 001-32671).
|
10.23
|
—
|
Credit Agreement dated as of April 3, 2014 among Intercontinental Exchange, Inc. and ICE Europe Parent Limited, as borrowers, Wells Fargo Bank, National Association, as administrative agent, issuing lender and swingline lender, Bank of America, N.A., as syndication agent, and each of the lenders party thereto for an aggregate $3.0 billion five-year senior unsecured revolving credit facility (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on April 7, 2014).
|
10.24
|
—
|
First Amendment to Credit Agreement dated as of May 15, 2015 amending Credit Agreement originally dated April 3, 2014 among Intercontinental Exchange, Inc. (formerly known as IntercontinentalExchange Group, Inc.) and ICE Europe Parent Limited, as borrowers, Wells Fargo Bank, National Association, as administrative agent, issuing lender and swingline lender, Bank of America N.A., as syndication agent, and each of the lenders party thereto for an aggregate $3.0 billion five-year senior unsecured revolving credit facility (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on May 19, 2015, File No. 001-36198).
|
10.25
|
—
|
Second Amendment to Credit Agreement dated as of November 9, 2015 among Intercontinental Exchange, Inc. and ICE Europe Parent Limited, as borrowers, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, amending that certain Credit Agreement, dated April 3, 2014 (as amended by the First Amendment to Credit Agreement, dated as of May 15, 2015) among Intercontinental Exchange, Inc. and ICE Europe Parent Limited, as borrowers, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on November 13, 2015, File No. 001-36198).
|
10.26
|
—
|
Third Amendment to Credit Agreement dated as of November 13, 2015 among Intercontinental Exchange, Inc. and ICE Europe Parent Limited, as borrowers, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, amending that certain Credit Agreement, dated as of April 3, 2014 (as amended by the First Amendment to Credit Agreement, dated as of May 15, 2015 and the Second Amendment to Credit Agreement, dated as of November 9, 2015) among Intercontinental Exchange, Inc. and ICE Europe Parent Limited, as borrowers, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, (incorporated by reference to Exhibit 10.2 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on November 13, 2015, File No. 001-36198).
|
10.27
|
—
|
Credit Agreement dated as of November 13, 2015 among Intercontinental Exchange, Inc., as borrower, Wells Fargo Bank, National Association, as administrative agent, Bank of America, N.A., as syndication agent, and each of the lenders party thereto for a 364 day revolving senior unsecured credit facility in the aggregate principal amount of $500 million (incorporated by reference to Exhibit 10.3 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on November 13, 2015, File No. 001-36198).
|
10.28
|
—
|
Underwriting Agreement dated as of June 19, 2014 among Euronext N.V., Intercontinental Exchange, Inc. and ICE Europe Parent Limited, and the Managers named therein (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on June 25, 2014).
|
10.29
|
—
|
Underwriting Agreement dated as of November 19, 2015 among Intercontinental Exchange, Inc., NYSE Holdings LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the underwriters named therein (incorporated by reference to Exhibit 1.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on November 24, 2015, File No. 001-36198).
|
10.30
|
—
|
Underwriting Agreement dated December 16, 2015 among Intercontinental Exchange, Inc., Credit Suisse Securities (USA) LLC and certain parties listed therein (incorporated by reference to Exhibit 1.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on December 22, 2015, File No. 001-36198).
|
10.31
|
—
|
Stockholders and Registration Rights Agreement, dated December 14, 2015 by and among Intercontinental Exchange, Inc. and the Holders named therein (incorporated by reference to Exhibit 4.1 to Intercontinental Exchange, Inc.'s Current Report on Form 8-K filed with the SEC on December 14, 2015, File No. 001-36198).
|
10.32
|
—
|
Form of Agreement Relating to Noncompetition and Other Covenants signed by each of the non-employee directors and by Intercontinental Exchange, Inc. (incorporated by reference to Exhibit 10.01 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on May 17, 2016, File No. 001-36198).
|
12
|
—
|
Computation of Ratio of Earnings to Fixed Charges
|
21.1
|
—
|
Subsidiaries of Intercontinental Exchange, Inc.
|
23.1
|
—
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
|
24.1
|
—
|
Power of Attorney (included with signature page hereto).
|
31.1
|
—
|
Rule 13a -14(a)/15d -14(a) Certification of Chief Executive Officer.
|
31.2
|
—
|
Rule 13a -14(a)/15d -14(a) Certification of Chief Financial Officer.
|
32.1
|
—
|
Section 1350 Certification of Chief Executive Officer.
|
32.2
|
—
|
Section 1350 Certification of Chief Financial Officer.
|
101
|
—
|
The following materials from Intercontinental Exchange, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2016 formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Changes in Equity, Accumulated Other Comprehensive Income (Loss) and Redeemable Non-Controlling Interest, (iv) the Consolidated Statements of Comprehensive Income, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text.**
|
**
|
As provided in Rule 406T of Regulation S-T, this information is “furnished” and not “filed” for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934. Such exhibit will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 unless Intercontinental Exchange, Inc. specifically incorporates it by reference.
|
|
Year Ended December 31,
|
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
||||||||||
|
(in millions, except ratio)
|
|
||||||||||||||||||
Determination of earnings:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Pre-tax income from continuing operations before income from equity investee, income tax expense and non-controlling interest
|
$
|
2,004
|
|
|
$
|
1,648
|
|
|
$
|
1,382
|
|
|
$
|
504
|
|
|
$
|
790
|
|
|
Add: Fixed charges
|
178
|
|
|
97
|
|
|
96
|
|
|
56
|
|
|
39
|
|
|
|||||
Less: Income attributable to non-controlling interests
|
(27
|
)
|
|
(21
|
)
|
|
(35
|
)
|
|
(16
|
)
|
|
(10
|
)
|
|
|||||
Pre-tax earnings before fixed charges
|
$
|
2,155
|
|
|
$
|
1,724
|
|
|
$
|
1,443
|
|
|
$
|
544
|
|
|
$
|
819
|
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense on outstanding debt
|
$
|
157
|
|
|
$
|
81
|
|
|
$
|
80
|
|
|
$
|
41
|
|
|
$
|
25
|
|
|
Interest expense on line of credit
|
5
|
|
|
4
|
|
|
6
|
|
|
3
|
|
|
5
|
|
|
|||||
Amortization of debt issuance costs
|
10
|
|
|
7
|
|
|
7
|
|
|
8
|
|
|
4
|
|
|
|||||
Other
|
6
|
|
|
5
|
|
|
3
|
|
|
4
|
|
|
5
|
|
|
|||||
Total fixed charges
|
$
|
178
|
|
|
$
|
97
|
|
|
$
|
96
|
|
|
$
|
56
|
|
|
$
|
39
|
|
|
Ratio of earnings to fixed charges
|
12.1
|
|
|
17.8
|
|
|
15.0
|
|
|
9.7
|
|
|
21.0
|
|
|
Name of Subsidiary
|
Jurisdiction of Incorporation or Organization
|
Intercontinental Exchange, Inc.
|
Delaware, U.S.A.
|
Intercontinental Exchange Holdings, Inc.
|
Delaware, U.S.A.
|
ICE Futures Europe
|
United Kingdom
|
ICE Clear Europe, Ltd.
|
United Kingdom
|
ICE Futures U.S., Inc.
|
Delaware, U.S.A.
|
ICE Clear U.S., Inc.
|
New York, U.S.A.
|
ICE Clear Credit LLC
|
Delaware, U.S.A.
|
ICE Data, LP
|
Delaware, U.S.A.
|
NYSE Holdings LLC
|
Delaware, U.S.A.
|
NYSE Group, Inc.
|
Delaware, U.S.A.
|
New York Stock Exchange LLC
|
New York, U.S.A.
|
NYSE Arca, Inc.
|
Delaware, U.S.A.
|
NYSE MKT LLC
|
Delaware, U.S.A.
|
Interactive Data Corporation
|
Delaware, U.S.A.
|
Interactive Data Holdings Corporation
|
Delaware, U.S.A.
|
Interactive Data Pricing & Reference Data, LLC
|
Delaware, U.S.A.
|
|
|
(1)
|
Registration Statement (Form S-3 No. 333-206169) of Intercontinental Exchange, Inc. and
|
(2)
|
Registration Statement (Form S-8 No. 333-192301) pertaining to the IntercontinentalExchange, Inc. 2013 Omnibus Employee Incentive Plan, the IntercontinentalExchange, Inc. 2013 Omnibus Non-Employee Director Incentive Plan, the IntercontinentalExchange, Inc. 2009 Omnibus Incentive Plan, the IntercontinentalExchange, Inc. 2003 Restricted Stock Deferral Plan for Outside Directors, the IntercontinentalExchange, Inc. 2000 Stock Option Plan, the IntercontinentalExchange, Inc. Amended and Restated 1999 Stock Option/Stock Issuance Plan, the NYSE Euronext Omnibus Incentive Plan, the NYSE Euronext 2006 Stock Incentive Plan, the Archipelago Holdings, L.L.C. 2003 Long-Term Incentive Plan and the Archipelago Holdings 2004 Stock Incentive Plan;
|
1.
|
I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2016 of Intercontinental Exchange, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Jeffrey C. Sprecher
|
Jeffrey C. Sprecher
|
Chairman of the Board and
|
Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2016 of Intercontinental Exchange, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Scott A. Hill
|
Scott A. Hill
|
Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Jeffrey C. Sprecher
|
Jeffrey C. Sprecher
|
Chairman of the Board and
|
Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Scott A. Hill
|
Scott A. Hill
|
Chief Financial Officer
|