Intercontinental Exchange (NYSE: ICE) Fourth Quarter & Full Year 2014 Earnings Presentation

Transcription

1 Intercontinental Exchange (NYSE: ICE) Fourth Quarter & Full Year 214 Earnings Presentation February 5, 215

2 Forward-Looking Statement and Legends CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS This presentation may contain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of Statements regarding ICE s business that are not historical facts are forward-looking statements that involve risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in these forward-looking statements are reasonable, these statements are not guarantees of future results, performance, levels of activity or achievements, and actual results may differ materially from what is expressed or implied in any forward-looking statement. The factors that might affect our performance include, but are not limited to: our business environment and industry trends; general economic conditions and conditions in global financial markets; volatility in commodity prices, equity prices, and price volatility of financial benchmarks and instruments such as interest rates, credit spreads, equity indexes and foreign exchange rates; changes in domestic and foreign laws, regulations, rules or government policy with respect to financial markets, or our businesses generally, including changes, increased regulatory scrutiny or enforcement actions; the success of our clearing houses and our ability to minimize the risks associated with operating multiple clearing houses in multiple jurisdictions; the performance and reliability of our technology and the technology of our third party service providers; our ability to identify and effectively pursue acquisitions and strategic alliances and successfully integrate the companies we acquire; increasing competition and consolidation in our industry; our ability to continue to realize the synergies and benefits of the NYSE acquisition within the expected time frame, and continue to integrate NYSE s operations with our business; our ability to keep pace with rapid technological developments and to ensure that the technology we utilize is not vulnerable to security risks, hacking and cyber-attacks; the soundness of our electronic platform and disaster recovery system technologies; the accuracy of our cost estimates and expectations; our belief that cash flows from operations will be sufficient to service our current levels of debt and fund our working capital needs and capital expenditures for the foreseeable future; our ability, on a timely and cost-effective basis, to offer additional products and services, leverage our risk management capabilities and enhance our technology; our ability to maintain existing market participants and attract new ones; our ability to protect our intellectual property rights, including the costs associated with such protection, and our ability to operate our business without violating the intellectual property rights of others; our ability to identify trends and adjust our business to respond to such trends; and potential adverse results of litigation and regulatory actions and proceedings. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see ICE s Securities and Exchange Commission (SEC) filings, including, but not limited to ICE s Annual Report on Form 1-K for the year ended December 31, 214, as filed with the SEC on February 5, 215 (the Form 1-K ). These filings are available in the Investors & Media section of our website. We caution you not to place undue reliance on these forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of an unanticipated event. New factors emerge from time to time, and it is not possible for management to predict all factors that may affect our business and prospects. Further, management cannot assess the impact of each factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. GAAP AND NON-GAAP RESULTS This presentation includes non-gaap measures that exclude certain items we do not consider reflective of our cash operations and core business performance. We believe that the presentation of these non-gaap measures provides investors with greater transparency and supplemental data relating to our financial condition and results of operations. These adjusted non-gaap measures should be considered in context with our GAAP results. A reconciliation of Adjusted Net Income from Continuing Operations, Adjusted Earnings Per Share from Continuing Operations, Adjusted Operating Income, Adjusted Operating Margin and Adjusted Operating Expenses to the equivalent GAAP measure and an explanation of why we deem these non-gaap measures meaningful appears in our Form 1-K and in the appendix to this presentation. The reconciliation of Adjusted Effective Tax Rate and Adjusted EBITDA to the equivalent GAAP results appear in the appendix to this presentation. Our Form 1-K, earnings press release and this presentation are available in the Investors and Media section of our website at EXPLANATORY NOTES When used in this presentation, ADV means average daily volume, OI means open interest, CDS means credit default swaps and IPO means initial public offering. All net revenue figures represent revenues less transaction based expenses for periods shown. All earnings per share figures represent diluted weighted average share count. All GAAP earnings figures include the results of NYSE from November 13, 213, the date of the acquisition. All volumes and ADV include the results of NYSE as if the acquisition had been completed on January 1,

3 Earnings Conference Call - Fourth Quarter 214 Jeffrey C. Sprecher Chairman and Chief Executive Officer Scott A. Hill Chief Financial Officer Charles A. Vice President, Chief Operating Officer Kelly Loeffler, CFA SVP, Corporate Communications, Marketing & Investor Relations Isabel Janci Sr. Director, Investor Relations Melanie Skijus, CFA Director, Investor Relations 3

4 9th Consecutive Record Year Driven by Solid Execution $ (Millions) 3,2 2,8 2,4 2, 1,6 1,2 8 4 Net Revenues '9-'14 CAGR 25% $3.1B Income from Continuing Ops Attrib to ICE $1.1B Record Financial Performance in 214 Net revenue (1) of $3.1B, +3% y/y pro-forma Adj. operating margin (2) of 55% Adj. EPS (2) of $9.63, +15% y/y Record operating cash flow of $1.5B 214 Trading & Clearing Metrics Futures & Options ADV -16% y/y; OI -1% y/y Volume record in Brent CDS clearing revenue of $97MM, +23% y/y NYSE revenue and share growth $ (Millions) 1, '9-'14 CAGR 28% 214 Operational Highlights Liffe transition, Euronext & NYXT divestitures Completed over 5%, ~$29MM of synergy target Returned nearly $1B to shareholders 2 Strategic acquisitions in data & risk management (2) (2) (1) 214 net revenues compare to consolidated net revenue for 213 of $3. billion noted in our Form 1-K filed on February 5, 215. (2) These represent non-gaap measures. EPS refers to adjusted earnings per share from continuing operations. Please refer to slides in the appendix for reconciliations to the equivalent GAAP measures. 4

5 Fourth Quarter 214 Financial Performance INCOME STATEMENT (in millions except per share amounts) 4Q14 4Q13 Net revenues $8 $536 Operating Expenses $4 $373 Adj. Operating Expenses (1) $34 $244 Operating Income $4 $163 Adj. Operating Income (1) $46 $292 Operating Margin 5% 3% Adj. Operating Margin (1) 58% 54% Tax Rate 29% (24)% Adj. Tax Rate (1) 32% 28% Income from Cont. ops $288 $(126) Adj. Income from Cont. Ops (1) $294 $191 EPS from cont. ops $2.54 $(1.31) Adj. EPS from Continuing Ops (1) $2.59 $2. Financial Highlights Consolidated 4Q14 net revenues of $8MM, +1% y/y pro-forma (3) Record data services revenue of $174MM NYSE trading & listing revenues +12% y/y pro-forma (3) CDS clearing revenues +31% y/y Adj. operating income (1) of $46MM Adj. operating margin (1) of 58% Adj. EPS (1) from cont. ops of $2.59, +3% y/y CASH METRICS (in millions) Operating Cash Flow $1,463 $714 Op CapEx & Cap Software (2) $169 $67 NOTE: Figures may not foot due to rounding. (1) These represent non-gaap measures. Please refer to slides in the appendix for reconciliations to the equivalent GAAP measures. (2) CapEx & Capitalized Software excludes real estate and aircraft expenditures of $81 million in 214 and $112 million in 213. (3) 4Q14 net revenues compares to consolidated pro-forma net revenue for 4Q13 of $726 million. This amount includes $919 million net revenues, adjusted for $171 million related to our discontinued businesses, an $18 million deferred revenue fair value adjustment write-down, and $4 million in intercompany fees. 4Q14 NYSE trading and listing revenues of $19 million compares to the adjusted pro-forma trading and listing revenue for 4Q13 of $169 million. This amount includes $25 million trading and listings revenue adjusted for $18 million of Euronext listing revenues and for $18 million deferred revenue for fair value adjustment write down. 5

6 Fourth Quarter 214 Revenue and Expense Detail Net Revenue Mix Adjusted Expenses (3) U.S. Cash Equities Listings Cash Comp. & Benefits Non-Cash Comp. 7% 12% 22% Data Services 36% 6% 9% Prof. Services & Acquisition Exp. Global Derivatives 53% 6% Other Deprec. & Amortization 17% 16% 16% SG&A & Rent Tech & Communications 12% 44% 1% Net revenues (in millions) 4Q14 4Q13 (1) Commodities $254 $23 4% Financials $13 $91 U.S. Cash Equities & Equity Options (2),(4) $95 $41 Transaction & Clearing Revenues, net (2) $479 $362 Data Services $174 $1 Listings (4) $95 $33 Other $52 $41 Total Net Revenue (2) $8 $536 Expenses (in millions) 4Q14 (3) 4Q13 (1),(3) Comp & Benefits $144 $19 Tech & Communications $53 $27 Prof Services $31 $31 SG&A and Rent $56 $39 Acquisition Exp. - $2 Depr. & Amort. $56 $36 Adjusted Operating Expenses (3) $34 $244 Adjusted Operating Margin (3) 58% 54% (1) 4Q13 only reflects NYSE results from November 13, 213 through December 31, 213. (2) Net revenues include transaction based expenses of $332 million in 4Q14 and $118 million in 4Q13. (3) These represent non-gaap measures. Please refer to slides in the appendix for reconciliations to the equivalent GAAP measures. (4) 4Q14 listing revenues compares to the adjusted pro-forma listings revenue for 4Q13 of $87 million. This amount includes $123 million of listings revenues for NYSE, adjusted for $18 million of Euronext listings revenues and for an $18 million deferred revenue fair value adjustment write down. 4Q14 U.S cash and equity options revenues compares to pro-forma U.S cash and equity options revenues for 4Q13 of $82 million. This amount includes $41 million U.S cash and equity options revenues prior to the acquisition date. 6

7 Futures & Options - Fourth Quarter 214 Futures & Options Revenue 4Q14 futures and options rev of $335MM, +7% y/y pro-forma (1) 35 +7% y/y (1) Brent rev of $65MM, +31% y/y ($ millions) Nat Gas rev of $53MM, +5% y/y Interest Rate rev of $53MM, -19% y/y pro-forma (1) Rate Per Contract - improving due to mix 5 63% (1) 4Q13 1Q14 2Q14 3Q14 4Q14 Energy Ags & Metals Total Financials 4Q14 4Q13 4Q14 4Q13 4Q14 4Q13 $1.31 $1.17 $2.36 $2.33 $.67 $.54 Commodities Financials 214 OI of 68MM, -1% y/y Futures & Options Volume Record Brent & Other Oil OI, +5% & +23% y/y (In ) 4Q14 4Q13 y/y% Nat Gas OI, -2% y/y Total Derivatives Vol 34,229 34,721 (11)% ADV Oil 1,26 1,76 17 % Natural Gas 1,52 1,176 (11)% TOTAL ENERGY 2,457 2,42 2 % TOTAL AGRICULTURE & METALS (9)% Interest Rates 1,246 1,832 (32)% TOTAL FINANCIAL 2,45 2,645 (23)% TOTAL FUTURES & OPTIONS 4,754 5,325 (11)% Interest Rates OI, excluding Euribor, +27% y/y Equity Derivatives OI, +8% y/y Overall January '15 revenues growing Commodities ADV +7% y/y Total OI +8% from year-end NOTE: Figures may not foot due to rounding. Historical ADV captures combined company volumes. (1) 4Q14 future and options revenue compares to pro-forma futures and options revenues for 4Q13 of $312 million. This amount includes $38 million futures and options revenues prior to the acquisition date. The 4Q14 interest rate revenues compares to pro forma interest rate revenues for 4Q13 of $66 million, including $23 million interest rate revenues prior to the acquisition7 date.

8 OTC Swaps Clearing - Fourth Quarter 214 $ (Millions) CDS Clearing Revenue $97MM, +23% y/y Since launch, $61T in CDS cleared, $1.6T OI 214 CDS Revenue of $97MM, +23% y/y ICE Clear Credit leader in buyside clearing with $11T cleared through 214 Buyside activity increased 9% from 213 driven by European instruments and buyside participation 215: Positioned for Continued Leadership Buyside Notional Cleared in US Clearing House $ (Billions) $7.1T 7, 6, 5, $3.7T 4, 3, 2, 1, US clearing house clears 11 Sovs, 218 European instruments and 28 US instruments US clearing house expanded product offering and hours to serve growing European client demand Over 5 instruments cleared CDS index swap futures based on the Eris methodology expected to launch 1H15 US EU Asia 8

9 NYSE Cash Trading & Listings Leadership US Cash ADV & Market Share NYSE Cash Trading Market Share (%) Q13 1Q14 2Q14 3Q14 4Q14 1,5 1, 5 ADV (in millions) 214 Revenue of $188MM, +6% y/y proforma (1) Increased share and revenue capture Advocating for market structure change NYSE Listings - Record 214 Revenue of $367M, +9% y/y pro-forma (2) Continued momentum and pipeline in 215 US Cash Market Share US Cash ADV 214 Global Proceeds Top 5 Venues by Proceeds 18 $ $ (Billions) NYSE LSE NDAQ Hong Kong Shenzen (1) 214 compares to pro-forma cash trading revenues for 213 of $178 million. This amount includes $156 million cash trading revenues prior to the acquisition date. (2) 214 compares to the adjusted pro-forma listings revenue for 213 of $337 million. This amount includes $479 million of listings revenues by NYSE Euronext, adjusted for $71 million of Euronext listings revenues and for an $71 million deferred revenue fair value adjustment write down. 9

10 Expense Synergy Realization Accelerated expense synergy realization for the second consecutive quarter Over 5% of synergies realized by the end of 214 1Q15 operating expense $335-34MM and FY15 operating expense $ B, including acquisitions, synergies and investments Please refer to slide 21 for additional guidance Expense Synergy Realization Roadmap ~ 4 > 45 Optimize NYSE trading technology $ (Millions) 2 ~ 29 Corporate overhead System & process improvements Liffe integration Continued corporate rationalization Reduce real estate footprint Expanded functional efficiencies Project Q16 Run-Rate 1Q17 Run-Rate 1

11 Balance Sheet & Cash Flow Operating Cash Flow Solid Balance Sheet $ (Millions) 1,5 1,25 1, 75 5 '9-'14 CAGR 26% $.7B net unrestricted cash and short-term investments Net debt of $3.2B; Adjusted Debt-to-EBITDA (1) of 1.7x 214 Cash Flow Record $1.5B in operating cash flow Generated over $2B from divestitures Reduced net debt by $1.9B Returned nearly $1B to shareholders % (Percent) TTM ROIC (2) Invested >$5MM in four strategic acquisitions Expected Cash Uses in 215 Maintain unrestricted cash of $5-6MM Investments to support organic growth & synergy realization Capital required to meet regulatory requirements Continue capital return via dividends and share repurchases Opportunistic M&A while maintaining long-term leverage at or around 1.5x adjusted debt-to-ebitda CME NDAQ ICE S&P 5 (1) Adjusted debt-to-ebitda reflects total debt, excluding the $1.1 billion set aside to repay the Euro notes divided by trailing twelve months adjusted EBITDA. This reflects a non-gaap measure. Please refer to slides in the appendix for reconciliation to the equivalent GAAP measure. (2) ROIC = TTM (Operating Income x (1-Tax Rate) ) / (Avg Debt + Avg Shareholders Equity + Avg Minority Interest - Avg Cash, Cash Equiv, & ST Investments). Source: Bloomberg, Company filings. Figures reflect the most recently reported fiscal quarter as of

12 Completed all 214 Integration & Strategic Objectives Strategic Initiatives 1Q-3Q14 4Q14 Implemented quarterly dividend policy Completion of SMX/SMXCC acquisition Liffe/Euronext separation IBA assumed administration of LIBOR and ISDAFIX Launched Liffe 3-Year Ultra Long Gilt NYSE Technologies divestitures & business exits Euronext IPO & divestiture Achieved targeted leverage ratio and commenced share buybacks Introduced more than 3 new interest rate and equity derivatives products YTD Grew earnings double digit on an annual adjusted basis Introduced over 1 new energy products in 214 Completion of SD & HCH acquisitions to grow clearing, risk management and data Transition of Liffe contracts to ICE Futures Europe and ICE Futures U.S. 214 leader in capital raised, leader in technology IPO's Returned nearly $1 billion to shareholders Realization of 214 expense synergies ahead of schedule Announced ICE Futures Singapore & ICE Clear Singapore launch date 12

13 215 Opportunities and Environment Expect double-digit earnings growth in 215 driven by several diverse areas including: Expense base declines driven by $11-115MM in synergy realization Data services growth driven by expanded product suite across Liffe, IBA, SuperDerivatives and NYSE OTC clearing with strong credit derivatives and rates franchises Ongoing secular growth in oil and EU natural gas; volatility potential in rates, equity index NYSE revenue trends are positive; listings building on leadership and robust IPO pipeline Uncertain regulatory environment creates opportunities to help customers address challenges: Regulatory uncertainty in Europe continues; diverging regulation creating market fragmentation EU / US equivalence remains unresolved Position limits rules still evolving in EU and US Basel rules creating capital constraints Divergent central bank actions 13

14 ICE Brent: Leading Global Oil Benchmark 18th consecutive year of record volume driven by secular trends in risk management, role as the global benchmark, options growth, and introduction of 4 related refined oil products in last seven years Record 214 ADV +3% y/y; Record OI +5% y/y Global crude futures market share at 54% for 214 versus ~3% in 21 Capital efficiencies across cleared oil complex OI (s) 4, ICE Brent Futures and Options ADV & OI ADV (s) 7 3, 6 5 2, 4 3 1, OI ADV 14

15 Natural Gas: Volumes Improving, Revenue Growing Secular trends toward exchange trading and clearing in EU gas markets 4Q14 Nat Gas ADV, -11% y/y but revenue +5% y/y driven by continued growth in EU Nat Gas 4Q14 EU Nat Gas ADV +91% y/y; OI +73% y/y Adding to EU gas contracts that include: UK NBP, Dutch TTF, German GasPool and Belgian ZTP hubs 1,2 1, Total Nat Gas ADV -11% y/y 5 Total Nat Gas Revenue +5% y/y Q13 1Q14 2Q14 3Q14 4Q14 4Q13 1Q14 2Q14 3Q14 4Q14 NA Nat Gas EU Nat Gas Total Nat Gas Revenue 15

16 Interest Rates: Strength in UK Rates Expanding European interest rate (IR) products; introduced >2 IR products across the curve 4Q14 IR ADV of -32%; Euribor volume impacted by low volatility in European short-term rates Excluding Euribor, 4Q14 IR ADV +14% y/y and OI +27% y/y driven by growth in Sterling, Gilt and Euroswiss Interest Rates ADV & OI, excluding Euribor 8 8, ADV (s) , 4, 2, IR, excluding Euribor OI (s) 4Q1 4Q11 4Q12 4Q13 4Q14 Interest rates, ex Euribor ADV Interest Rates OI, ex Euribor 16

17 Leading European Interest Rate Complex Developing new products across OTC, swap futures (ERIS) and futures Products span European geographies, tenors and instruments 17

18 Expanding Data Services Offering Broad range of data products and services across futures, OTC and equities Growing through internal product development and strategic acquisitions ICE Benchmark Administration supporting increased confidence in benchmarks Quarterly Data Services Revenue (in millions) NYSE acquisition $174MM SuperDerivatives acquisition Annual Data Services Revenue (in millions) 9-13 CAGR 18% $631MM Q13 4Q13 1Q14 2Q14 3Q14 4Q14 (1) (1) (1) These periods include the revenue reclassification noted in our Form 1-K filed on February 5, 215. Prior periods were not reclassified as the change would have been immaterial. 18

19 ICE: Consistent Growth and Strong Strategic Position Adjusted EPS from Continuing Operations $ CAGR 19% $6.9 $7.52 $ $ $3.39 $4.17 $ $ (1) (1) (1) These figures represent non-gaap results. Please refer to slides in the appendix for a reconciliation to the equivalent GAAP measure. 19

20 APPENDIX 2

21 Financial Guidance & Synergy Expense Base Reconciliation 215 Guidance ICE expects: Combined Data Services and Listings Revenue growth of ~$1MM (excluding acquisitions) Incremental Revenues of $5-55MM and Expenses of $4-45MM from 4Q14 acquisitions Operating Expense reduction of ~$9MM, including $11-115MM of synergies and $2-25MM in incremental investments (excluding 4Q14 acquisitions) Operating Expenses of $ B, including 1Q15 operating expenses of $335-34MM (includes synergies, investments and acquisitions) Interest Expense of $23-25MM/per quarter in 1H15 declining to $2-22MM/per quarter in 2H15 after EUR Notes repayment Cap Exp of $ MM (in-line with 214 levels), including $ MM in operational cap exp and $7-8MM in real estate cap exp Tax Rate in the range of 28-31% Share Count of MM, including 1Q15 share count of MM and reflecting repurchases through January 215 Note: Operating expenses exclude amortization of acquisition-related intangibles. 21

22 ICE Summary Balance Sheet In millions BALANCE SHEET 12/31/214 12/31/213 CHANGE Assets Unrestricted Cash & ST Inv $1,852 $1,35 $817 Other Current Assets 48,393 43,234 5,159 Current Assets 5,245 44,269 5,976 PPE (net) (15) Other Assets 17,16 19,264 (2,14) Total Assets $ 68,279 $ 64,422 $3,857 Liabilities & Equity Current Liabilities $5,539 $44,321 $6,218 Long Term Debt 2,247 3,923 (1,676) Other Liabilities 2,936 3,475 (539) Total Liabilities 55,722 51,719 4,3 Redeemable Noncontrolling Int (157) Total Equity 12,392 12, Total Liabilities & Equity $ 68,279 $ 64,422 $3,857 Note: Figures may not foot due to rounding. (1) This is a non-gaap measure. Please refer to slides in the appendix for reconciliation to the equivalent GAAP measure. $.7B unrestricted cash and short-term investments, excluding $1.1B set aside for the repayment of June 215 EUR notes $4.3B debt outstanding as of 12/31/214 Net of $1.1B cash set aside for '15 EUR notes, debt is $3.2B 1.7x Adj. Debt-to- EBITDA (1) $25MM 214 Capex Op capex & cap software $169MM Real estate capex $81MM 22

23 Adjusted Net Income from Continuing Ops and Diluted EPS from Continuing Ops In millions (except per share amounts) 12 Months Ended 12/31/14 12 Months Ended 12/31/13 3 Months Ended 12/31/14 3 Months Ended 12/31/13 Income (loss) from continuing operations $1,5 $32 $294 (12) Add: NYSE transaction and integration costs and SMX and ICE Endex banker success fees Add: Duplicate rent expenses and lease termination costs 7 Add: Cetip impairment loss Add: Early payoff of outstanding debt Add: Amortization of acquisition-related intangibles Less: Net gain of sale of 6% remaining ownership in Euronext (4) (4) Less: Income from OCC equity investment (26) (26) Less: Income tax effect related to the items above (91) (85) (24) (53) Less: Net income from continuing operations attributable to non-controlling interest (35) (16) (6) (6) Adjusted income from continuing operations $1,14 $663 $294 $191 Diluted EPS from continuing operations $ 8.46 $ 3.84 $ 2.54 (1.31) Adjusted diluted EPS from continuing operations $9.63 $8.38 $2.59 $2. Diluted weighted average common shares outstanding

24 Adjusted Operating Income, Operating Margin & Operating Expense Reconciliation In millions 12 Months Ended 12/31/14 12 Months Ended 12/31/13 3 Months Ended 12/31/14 3 Months Ended 12/31/13 Total revenues, less transaction-based expenses $3,92 $1,598 $8 $536 Total operating expenses 1, Less: NYSE Euronext transaction costs and integration costs and banker fees related to other transactions Less: Amortization of acquisition-related intangibles Less: Duplicate rent expense and lease termination costs 7 Adjusted total operating expenses $1,389 $65 $34 $244 Adjusted operating income $1,73 $993 $46 $292 Operating margin 47% 49% 5% 3% Adjusted operating margin 55% 62% 58% 54% 24

25 Adjusted Effective Tax Rate In millions Three Months Ended Year Ended December 31 December Income from continuing operations before income taxes $ 1,47 $ 54 $ 412 $ (97) Less: Income tax expense Net Income from continuing operations $ 1,5 $ 32 $ 294 $ (12) Effective tax rate 29% 37% 29% (24)% Income from continuing operations before income taxes $ 1,47 $ 54 $ 412 $ (97) Add: Cetip impairment loss Add: Early payoff of outstanding debt Add: NYSE transaction and integration costs and banker success fees Add: Amortization of acquisition-related intangibles Add: Duplicate rent expenses and lease termination costs Less: Net gain on the sale of 6%remaining ownership in Euronext (4) - (4) - Less: Other income from OCC equity investment (26) - (26) - Adjusted Income from continuing operations before income taxes $ 1,632 $ 948 $ 442 $ 273 Income tax expense $ 42 $ 184 $ 118 $ 23 Add: Income tax effect related to the adjusted items above Adjusted income tax expense $ 493 $ 269 $ 142 $ 76 Adjusted effective tax rate 3% 28% 32% 28 % 25

26 Adjusted EBITDA Reconciliation In millions Trailing 12 Months Ended 12/31/14 Adjusted net income from Continuing Ops $1,14 Add: Income tax expense 42 Add: Income tax expense adjustment on Non-GAAP Items 91 Less: Other (income) expense, net (1) (25) Add: Interest expense 96 Add: Depreciation and amortization 2 22 Adjusted EBITDA from Continuing Ops $1,87 Debt, as reported $4,289 Less: Balance of unamortized fair value adjustment on NYSE bonds (21) Less: Euro cash set aside to prefund NYSE EUR Notes maturity (215) (1,113) Principal amount of debt outstanding (Adjusted Debt) $3,155 Adjusted Debt-to-EBITDA leverage ratio 1.7x (1) Adjusted for $4mm net gain on the sale of 6% remaining ownership in Euronext and $26mm from OCC equity investment that have been added back in the computation of Adjusted net income from Continuing Ops. (2) Adjusted for amortization on acquisition-related intangibles of $131mm that has been added back in the computation of Adjusted net income from Continuing Ops. 26