01—Abstract
Summary
Summary of the 10-Q filed August 7, 2013. Cited figures are marked; the original filing is the authoritative source.
This Form 10-Q for Intercontinental Exchange Group, Inc. (ICE Group) covers the period ending June 30, 2013, and the three months ended on that date.
It is important for investors to note that ICE Group was newly formed on March 6, 2013, solely to facilitate ICE's proposed acquisition of NYSE Euronext. As such, the company had not commenced operations, had no significant assets or liabilities, and had no revenue or expenses during this period. The financial statements reflect only the initial capitalization by ICE, totaling $10,a and the organizational activities related to the acquisition.
The primary focus for investors during this reporting period is the impending acquisition of NYSE Euronext. The transaction, valued at approximately $9.5 billionb, was expected to close in the second half of 2013, subject to regulatory approvals and customary closing conditions. This 10-Q serves primarily as a placeholder and a formal record of the shell entity's formation and its preparation for the transformative acquisition, rather than reporting on active business operations.
02—Key points
Key Highlights
- ICE Group was incorporated on March 6, 2013, for the sole purpose of acquiring NYSE Euronext.
- The company reported no revenues, expenses, or net income for the period ending June 30, 2013, as it had not commenced operations.
- Total assets and total equity were $10 as of June 30, 2013, reflecting initial capitalization.
- The financial statements are unaudited and prepared in accordance with U.S. GAAP for interim reporting.
- The proposed acquisition of NYSE Euronext by ICE was valued at approximately $9.5 billion as of August 1, 2013.
- The acquisition was anticipated to close in the second half of 2013, pending regulatory approvals.
- ICE Group had no significant liquidity or capital resource requirements as it was not yet funded and awaiting the acquisition.
03—One dollar
04—Financials
Financial Highlights
Figures from 10-QQ2 FY2013filed August 7, 2013Financial Statements
Q2 FY2013 against Q2 FY2012
| Line item | Q2 FY2013Q2 FY2012 | Change |
|---|---|---|
| Revenue | $372.00M— | — |
| SG&A Expenses | $9.00M— | — |
| Operating Expenses | $147.00M— | — |
| Operating Income | $225.00M$215.00M | +4.7% |
| Interest Expense | $10.00M— | — |
| Net Income | $154.00M$143.00M | +7.7% |
| EPS (Basic) | $422000.00$394000.00 | +7.1% |
| EPS (Diluted) | $418000.00$390000.00 | +7.2% |
| Shares Outstanding (Basic) | 365.00M— | — |
| Shares Outstanding (Diluted) | 365.00M— | — |
05—Questions
Frequently Asked Questions
What is the primary purpose of this 10-Q filing for Intercontinental Exchange Group, Inc.?
This 10-Q filing is for Intercontinental Exchange Group, Inc. (ICE Group), a newly formed entity that was created to facilitate the acquisition of NYSE Euronext by Intercontinental Exchange, Inc. (ICE). The filing primarily documents the company's formation and its readiness for this significant acquisition, rather than reporting on ongoing business operations.
What are the financial results for ICE Group during this period?
For the period ending June 30, 2013, ICE Group had no revenue or expenses, resulting in zero net income. The company had total assets and total equity of $10, reflecting only the initial capitalization to establish the entity. ICE Group had not commenced operations at this time.
What is the status of the NYSE Euronext acquisition?
The filing states that ICE announced an agreement to acquire NYSE Euronext in December 2012, with the agreement amended in March 2013. The transaction was valued at approximately $9.5 billion as of August 1, 2013, and was expected to close in the second half of 2013, contingent upon regulatory approvals and other closing conditions.
Does ICE Group have any current liquidity or capital resources?
No, ICE Group had no current liquidity or capital resource requirements at this time. The company was formed solely to effect the acquisition and was not yet funded. Funding was contingent upon the completion of the NYSE Euronext acquisition.
06—Continue