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Status Update

Nov 19, 2013

Operator

Good morning, and welcome to the IntercontinentalExchange Group, Inc.'s conference call. All participants will be in a listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today's presentation, there'll be an opportunity to ask questions. To ask a question, you may press star then one on your telephone keypad. To withdraw your question, please press star and then two. Please note this event is being recorded. I would now like to turn the conference over to Kelly Loeffler, Senior Vice President of Corporate Communications, Marketing, and Investor Relations. Please go ahead.

Kelly Loeffler
SVP of Corporate Communications, Marketing, and Investor Relations, IntercontinentalExchange

Good morning, and welcome to IntercontinentalExchange Group, Inc.'s conference call. We will provide an update on the company's strategic plans and financial guidance following ICE's acquisition of NYSE Euronext. The presentation can be found in the investors section of our website at theice.com. These items will be archived, and our call will be available for replay. Today's call may contain forward-looking statements. These statements, which we undertake no obligation to update, represent our current judgment and are subject to risks, assumptions, and uncertainties. For a description of the risks that could cause our results to differ materially from those described in forward-looking statements, please refer to the company's Form 10-K and our joint proxy statement and prospectus, which was filed on April 30th, 2013. Please note that the numbers discussed today refer to our adjusted operating results, which we believe are more reflective of our business performance.

You'll find a non-GAAP reconciliation in the presentation, as well as an explanation of why we deem this information to be meaningful. With us on the call today are Jeff Sprecher, Chairman and CEO, Scott Hill, Chief Financial Officer, and Chuck Vice, President and Chief Operating Officer. I'll now turn the call over to Jeff.

Jeff Sprecher
Chairman and CEO, IntercontinentalExchange

Thank you, Kelly. Good morning to everyone, and thank you all for joining us. Last week, ICE completed its acquisition of NYSE Euronext. Today we're gonna lay out the framework for our strategic, operational, and financial objectives. When we completed our own IPO in year 2005 on the New York Stock Exchange, just five years after our founding, it enabled us to continue on a trajectory of growth and innovation. You can see an example of how this work is continuing with today's announcement of our agreement to acquire the Singapore Mercantile Exchange. I'll talk more about this transaction shortly, which gives ICE its first regulated Asian exchange and clearinghouse. I wanna begin the discussion of our NYSE Euronext integration plans by thanking both of our teams for delivering solid results for our shareholders and customers while working diligently to complete the deal.

This transaction has created a tremendous opportunity for us to come together and to leverage our strengths as a combined company. We've demonstrated our ongoing commitment to building shareholder value while improving markets and risk management. On our earnings call earlier this month, I talked about our accomplishments today. What we will discuss today is the future. On Slide 3, I'll begin by defining ICE's operations. Today, we operate a network of 23 regulated markets, including 16 exchanges and five central clearing houses. As a result, we have a multi-asset class derivatives and cash market franchise spanning interest rates, equity and equity derivatives, credit, foreign exchange, energy, metals, and agricultural commodities. We operate extensive treasury, cash, and collateral management systems responsible for monitoring and moving billions of dollars of capital every trading day.

To bring all this together for thousands of customers around the world, we've developed leading-edge technology and connectivity infrastructure. ICE is, at its heart, a global financial network that brings people together with markets and technology. To build on that, we've assembled a strong and experienced management team across our businesses, which we announced last week. Moving to some of our strategic opportunities on Slide 4, you can see that our strategy is consistent with where we've been focusing the company's efforts over the past decade. We've curated our markets to focus on those where growth and evolution will benefit from our entrepreneurial approach. We're heavily engaged in the customer needs of our time, including capital efficiency, regulatory and compliance, and safe, secure markets in which to trade, risk, and raise capital.

Today, we have an even broader platform to leverage in order to ensure that we lead in enabling our customers to navigate change. Through this, we must continue our leadership in the areas of clearing, technology, product development, and service. Each of these will support our ability to meet the objectives in our futures markets, our OTC markets, our clearing, our cash trading, and our listing businesses that we've outlined here. I'll just touch on a few ways that this transaction amplifies our ability to address these objectives. First, since 2007, we've sought an efficient way to enter the interest rate and financial commodities markets. We're now clearing on average 3 million interest rate futures contracts per day following the July transition to ICE Clear Europe. We'll soon be launching an ultra-long gilt futures contract, and we continue to build out our interest rate product suite.

Another example of our opportunity set includes clearing for financial swap products. While Europe's financial reform policies are still being finalized under EMIR and mandatory clearing is still several months off, we have a solid start in clearing interest rates and financial products. We recently refined our margin model. We reduced the capital requirements for our customers by 4% in the aggregate, demonstrating our commitment to keeping low capital demands on our customers. On Slide 5, you'll find the outcomes we're targeting with our strategic focus. Scott will walk you through these in detail. I wanted to connect with the ways that we'll be delivering measurable results. In addition to expense synergies, earning accretion, strong cash flow, and capital returns. We'll be refining the current portfolio of businesses to ensure the result of our integration is a company that is focused, nimble, responsive, and growth-oriented.

We're looking at each business line to ensure that we're investing in a disciplined, shareholder-focused manner. In the areas where investments exceed returns, we'll de-emphasize those business lines in favor of areas where profitable opportunities exist. This is a good transition to a discussion of our revenue diversification on slide six. As you can see here on the left side of the slide, this is the pro forma revenue diversification that we have today based on trailing 12 months ended September 30. What we show on the right side of the slide is our pro forma revenues following the IPO of Euronext and the sale of certain NYSE technology operations. We'll provide more detail on each of these in a moment. First, you can see that exchange traded derivatives revenues rise from 44% of revenues to just over 50% of revenues.

Our exchange traded derivative revenues, U.S. equity options represent 6%, commodities represent 33%, and financials, including interest rates, represent 13%. Cash trading revenues will decline from 10% of consolidated revenues to approximately 6%, which will represent the standalone NYSE trading revenue contribution. How do we get to the right side of the slide? I'll now move into the detail of our strategic plans beginning on Slide 7, with NYSE Liffe U.S. NYSE Liffe U.S. is a futures exchange that lists a number of valuable products, including the DTCC GCF Repo, Treasuries, Eurodollars, MSCI indices, and mini silver and mini gold futures contracts. Earlier this month, we reached a deal with our partners, which comprises of major dealers and trading firms, to wind down the NYSE Liffe U.S. exchange operations. We will write down that business and move these important contracts to our existing futures exchanges.

We're pleased that part of the work we've completed in the recent weeks is transferring the exclusive license to the DTCC GCF Repo Futures Benchmark out of the old partnership and to our U.K. exchange. This exclusive license enables us to support the growing role of the DTCC GCF Repo benchmark in the overnight markets for hedging short-term interest rates. This contract will be moved to the Liffe U.K. exchange, where it will trade alongside of our benchmark Euribor future, together with our other interest rate products, and it will clear at ICE Clear Europe. The MSCI indices, the mini gold and mini silver futures contracts will be listed on ICE alongside of our existing Russell indices and commodity futures contracts. We expect to complete the integration by mid 2014, which will save $17 million on an annual basis as a result.

Transitioning over to Liffe U.K. on Slide 8. We have a number of opportunities to better leverage and grow Liffe's benchmark products. The first order of business, however, is to complete the extensive work required to separate Liffe from Euronext. There is a detailed work plan underway, and we anticipate completing the separation work in the first half of 2014. There have been significant conversations with regulators, and we've shared our vision with them. However, there will be ongoing regulatory approvals required as we undergo this complex reorganization, which must occur before any Euronext separation can take place. Upon the separation from Euronext, Liffe will be integrated with ICE Futures Europe, our London-based futures exchange, and the two will operate as a single subsidiary.

We're currently electing identical boards of directors for ICE Futures Europe and for Liffe by adding new members to the ICE Futures Europe board with interest rate and financial market expertise. From a leadership perspective, David Peniket is the President and COO of both ICE Futures Europe and of Liffe. David has grown our futures business since 2005 and has been with ICE for a dozen years. Moving to slide nine, you can see how the ICE and Liffe businesses are coming together from a product and technologies perspective. ICE Futures Europe will offer a full range of interest rate, agricultural, energy, emissions, and index futures and options, creating a multi-asset class exchange for global markets while retaining its London base of operations. We're planning for the transition of the Liffe markets to ICE's trading technology.

We will be locating new hardware in the existing U.K. data center and will operate the Liffe markets from the U.K. We will also provide enhanced functionality to ensure the smooth operation of markets, such as interval price limits and managed messaging policies. Access to the ICE platform will be via the ICE API, the WebICE trading screen, and the myriad of third-party vendors who connect to the ICE platform. Customers that are currently co-located or who operate infrastructure from the U.K. data center will not be required to relocate. Most of these customers are already familiar with the ICE API interconnection requirements. The integration of ICE and Liffe will be completed by the fourth quarter of 2014. This work will deliver an enhancement to Liffe's customers by organizing multiple markets on one platform and reducing their connectivity costs.

We'll be looking at an additional set of market efficiencies as we get into 2014, particularly around improvements to block trading and access to clearing. You can see the potential that our interest rate business has on slide 10, given the economic environment and monetary policy environment that we're in today. This is a very large asset class that has not experienced consistent volatility as a result of the financial crisis and zero interest rate policies. In the meantime, we're developing products to be prepared for an eventual economic recovery and the volatility in interest rates. These include products like the ultralong gilt contract that we will launch in early 2014. Even with this environment, year-to-date, Liffe's interest rate average daily volume is up 30% compared to 2012. On slide 11, we announced last week that the London-based ICE Benchmark Administration business was formed.

This summer, Liffe was awarded the contract to administer the LIBOR benchmark. The role of overseeing this vital benchmark is a role that we take very seriously. Hundreds of trillions of dollars are tied to LIBOR, as you can see the chart here, and we're going to work to restore confidence in the mechanism for establishing the LIBOR rate. We'll also be adding other key products. You can see on the slide the range of benchmarks and indices that ICE has developed or licensed, ranging from energy benchmarks like the ICE Brent Index, NGX, NGI, and Platts, to financial indices like the FTSE, MSCI, Russell, and the DTCC GCF Repo. The business is being organized with an independent board of directors, and Finbarr Hutcheson will lead ICE Benchmark Administration as we intend to build out financial index data and price assessment operations under Finbarr's leadership.

We'll work closely with regulators to build confidence in this important activity. Moving to slide 12, I'll review the Euronext business and our efforts around establishing its increased independence and focus on the Continental European capital markets and exchange trading. We've agreed with regulators on the firm's governance and on a detailed plan of action for the separation of Liffe and the creation of the new Euronext. Before we can take any action with the new Euronext, we must first separate the Liffe business that will remain in London. There is no possibility of moving forward with an independent Euronext or its IPO until this work is completed, given the range of corporate structuring, governance, and technology requirements for this new firm. You can see the perimeter of the new Euronext on the slide here, including contracts that each of the four Continental European exchanges list.

These include cash equities, options, equity indices, single stock futures, and Continental European derivatives. In other words, the new Euronext will trade physical commodities, financial derivatives, equities, and equity indices, becoming a multi-asset class exchange group based in and focused on Continental Europe. Last month, Euronext agreed to new clearing terms with LCH.Clearnet. This deal will maintain the existing Euronext clearing activities at Clearnet, which is based in Paris. In our opinion, it was more appropriate for the Euronext products to clear in Continental Europe and not move to ICE Clear in London. As a part of the new clearing deal with LCH.Clearnet, Euronext will participate in certain of the clearing economics under a new revenue-sharing agreement, which will begin in April 2014. We've agreed on the business, the intellectual property, and the technology that will become part of the new Euronext.

It will continue to develop the UTP platform for its own needs and for the needs of third parties with its existing Euronext technology team. In addition to the four Continental European exchanges, the new Euronext will provide platform services to four exchanges outside of the Euronext group. Euronext is being led by Dominique Cerutti. We've assembled the senior management team and have several members selected. We believe they're going to make an excellent management team for this new public company. Looking at the proposed new Euronext organization, before any synergies that it may achieve as a standalone company, Euronext should have a trailing 12-month revenues of over $500 million with an operating margin in the 33%-35% range. This does not include the economics from the new clearing agreement with LCH.Clearnet.

We've laid out our plans to conduct an IPO of Euronext following its independence from Liffe. We've had extensive conversation with bankers and stakeholders to inform our view about an IPO. We've agreed with regulators that the new shareholder base should include stable, long-term shareholders that will consider the long-term interests of the new Euronext and its markets. This could also include ICE remaining as a continuing shareholder in a reduced capacity for a period of time. We've had a number of conversations with potential large, stable shareholders. We see their investment in Euronext as an attractive and attainable objective.

Our hope is that Liffe and Euronext can be separated and all necessary intercompany agreements put in place during the first quarter of 2014, so that our auditors can create a set of pro forma financials that would allow Euronext to complete an IPO during the summer of 2014. To our U.S. equities and listing business on slide 13. We are pleased that Duncan Niederauer will remain with us through 2014 as the CEO of the New York Stock Exchange. Tom Farley is the Chief Operating Officer of NYSE, and he will be joining Scott Cutler and Joe Mecane, who will continue to run listings and trading respectively. ICE operates its exchanges and clearing houses by sharing centralized technology and corporate services.

As a result of the way we organize, a number of ICE managers will aggregate up the remaining processes of NYSE across its operations, technology, marketing, communications, HR, procurement, and other key operational areas. Let me move to NYSE Technologies on slide 14, where you can see some of the initiatives that relate to existing technology investments. We intend to maintain the operation of NYSE's two state-of-the-art data centers, one in the U.S. and one in the U.K. We performed an economic analysis of moving to third-party data centers and found that it was better to retain our own facilities. These will be included at fair market value on our balance sheet, which will reduce their D&A expense, and we will continue to recognize co-location revenues at these facilities. As a result, we are able to very cost effectively maintain these data centers.

Scott will walk through the depreciation impact in his remarks. NYSE operates its own network known as SFTI. We believe that we can improve the operational efficiency of SFTI given our shared businesses and resources. We are intending to maintain and improve this business. Our intent is to relocate the exchange's data distribution revenues that are currently reported in the NYSE Technologies segment back to the exchanges themselves. This is how ICE reports and manages its market data activities. The remaining businesses in NYSE Technologies are some very interesting standalone technology businesses. But we have come to the conclusion that the best way to grow these assets is to find a new home for them.

This includes the buy-side, sell-side network known as NYFIX, the FIX messaging technology known as Appia, the data software business of Wombat, and the data dissemination business known as SuperFeed, plus a handful of other small businesses. In the meantime, ICE is going to show the results of these businesses as discontinued operations in our income statement. Taken together, we expect that the saleable businesses will have an approximate $120 million revenue base and 17% EBITDA margins in 2014. Ben Jackson is overseeing the integration efforts with the various NYX technology businesses that we will keep, and he will lead the sale process of the identified assets in the coming months, while he also remains the head of ICE Futures U.S. Let me move to slide 15 and I will walk through our announced acquisition of the Singapore Mercantile Exchange and the Singapore Mercantile Exchange Clearing Corporation.

This transaction is part of our strategy to operate clearing houses and exchanges in each major region of the world in which our customers operate. Following the financial crisis in 2008, we took the view that the resulting financial markets reform would tend to push traders to be more locally regulated and locally focused. We felt that we would no longer be able to simply work from London or New York and access our customers around the globe, as we had done for years leading up to the financial crisis. In 2008, when we began establishing our OTC clearing houses for CDS, regulators were driving for more local control. We built two separate OTC clearing houses, one in the U.S. and one in the U.K., instead of building a single clearing infrastructure.

Following this move, we diligently proceeded to reorganize ourselves on a more regional basis in case our customers decided to regionalize their global trading. More recently, we built out ICE Clear Canada and moved their clearing away from the Kansas City Board of Trade and onto our own systems. A few years ago, we partnered to form an exchange in Brazil known as BRIX, and we became the largest shareholder in a publicly traded clearing house in Brazil known as Cetip. We acquired ICE Endex in Amsterdam to give us our first base of operations in the Eurozone. Now we've acquired the Liffe Exchange and the associated businesses of NYSE Euronext. Yesterday, we announced that we're acquiring the Singapore Mercantile Exchange to better access our Asian customers with its exchange and clearing house in Singapore.

This resulting infrastructure in the U.S., in Canada, in Brazil, in the U.K., in the Eurozone, and now in Singapore, positions us well for shifts in business as regional regulation continues to unfold and as our customers are reorganizing to comply. Together with the NYSE Euronext acquisition, we'll operate 17 exchanges and six clearing houses in eight countries. We anticipate a period of business transition with the Singapore Mercantile Exchange and the Singapore Mercantile Exchange Clearing Corporation as we implement technology changes and work with market participants, clearing members, and regulators to ensure that the product offering and clearing strategy will meet the needs of the region. While we evaluate the offering for available participants, we're going to carefully select the markets and products in which we will participate.

Summary, as you can see from the strategic plan that we've established, we're a multi-asset network of exchanges and clearing houses. We have a well-organized plan to combine NYSE Liffe U.S. and the Liffe U.K. exchanges with our existing exchange entities. We'll begin the process of creating an independent Euronext with a goal to complete that work next year. We'll maintain NYSE's U.S. and European data centers for our own use while we rationalize their third-party IT hosting and services business. We're going to reorganize the data dissemination and networking businesses, exiting those businesses that don't meet our core business objectives. There's been a lot of hard work in developing these plans by our team, who I would like to thank for their work and their patience while we close the transaction.

Now, let me turn it over to Scott, who will describe the financial impacts of the plans that I just described. Scott?

Scott Hill
CFO, IntercontinentalExchange

Thanks, Jeff. Good morning, everyone. Jeff has just given you a good overview of our strategy. Now I'll quickly walk you through some financial information and we can then move to Q&A. Let's start on slide 16 with a look at the pro forma financials for the trailing 12 months ended September 30th, 2013. Please note that for both the GAAP and non-GAAP results, we have simply combined what each company has reported over the past four quarters. I'll focus on the non-GAAP results as we believe they are more representative of the performance of our business. On a combined basis, 2013 revenue was essentially flat compared to the prior year. Adjusted operating expenses, however, were down 4% over the same period due to disciplined expense management.

The net result was an 8% year-to-year increase in net income and operating cash flows, which grew 10% to over $1.6 billion. This strong operational cash flow was also enabled by declining capital expenditures, which is a trend we expect to continue. The operational leverage and cash generative nature of our combined business is clear. As is common with M&A transactions, the financial statements of our combined entity are not, unfortunately, as simple as adding the results together. There are a number of accounting adjustments that must be considered. For example, as we mentioned last December, purchase accounting will eliminate the deferred revenue asset related to the NYSE listings business. This non-cash adjustment will reduce revenue and operating income by $90 million to $95 million. What we did not have visibility into back in December were other balance sheet adjustments which would be made as part of purchase accounting.

While we are not completely done with this analysis, we currently expect a $45 million to $50 million annual decrease in depreciation and amortization due to revaluation of assets on the balance sheet, including data centers and developed software. We also anticipate a $45 million to $50 million reduction in interest expense related to a fair market value adjustment to NYSE Euronext's outstanding EUR 920 million Eurobonds. The net of these adjustments is lower revenue, higher margins, and a negligible impact to profit. Importantly, a meaningful improvement versus the guidance we provided in December. Finally, as you can see on the slide, we have already achieved $95 million of our original $450 million of synergies. Combined with the additional reduction in D&A expenses I just mentioned, we now believe we can reduce operating expense by $500 million. Let's turn to slide 17 for an update on our expense synergies.

As I just mentioned, we've already realized $95 million in synergies, which means we have another $405 million to go in order to achieve our new objective of $500 million. As Jeff mentioned, our teams have done a tremendous amount of work on integration plans over the last 11 months. Because of this, and due to the greater visibility we have into each of the business lines today, we are not only increasing the synergy target, but also accelerating our timetable for realization. We now expect to realize 70% of the $500 million in synergies on a run-rate basis as we exit 2014, compared to our prior guidance of 80% of the synergies two years after closing. As you can see in the chart, the remaining synergies can be grouped into three general areas: corporate integration, Liffe integration, and business and portfolio rationalization.

First, in the category of corporate integration, we expect roughly $155 million of synergies from corporate officer redundancies, public company expenses, organizational restructuring, system and process efficiencies, and real estate rationalization. The second category is the Liffe integration, where we expect approximately $100 million of synergies. These savings will come from the transition of Liffe Clearing to ICE Clear Europe, in addition to expense reductions from organizational restructuring and extensive technology integration. The third category is portfolio rationalization, where we expect $150 million of synergies. These synergies will come from several areas. For example, we will realize benefits from the transition of Liffe U.S. to existing ICE exchanges. We will also derive benefits from resegmentation and rationalization of the NYSE Technologies portfolio. This category also includes the reduced depreciation and amortization expense from the revaluation of data centers and developed software assets.

We will, of course, continue to update you as we deliver on these synergies. Please now turn to slide 18. I will discuss our debt profile and deleveraging plan. As of the close of our acquisition of NYSE Euronext, we now have around $5.25 billion in total debt. As you can see on the chart, the mix, term, and interest rates of the various debt components are very favorable. The most expensive debt is also the debt which will mature the soonest. That debt is denominated in the same currency as the anticipated Euronext proceeds. Even with these higher priced Eurobonds, our all-in cost of debt is modestly above 3%, which will contribute to a weighted average cost of capital between 8% and 9%.

We remain confident that our strong cash flows will enable us to reduce our leverage below two and a half times by the end of 2013, and to reach our leverage target of one and a half times or better within 18 to 24 months. Our annual interest expense is expected to be only slightly more than $100 million. We anticipate that we will need a minimum cash balance of $500 million-$600 million to support our operations. Moving to slide 19, I'll provide financial guidance for the fourth quarter of 2013 for ICE Group, as well as for ICE and NYSE Euronext as if they were standalone companies. Let me start by orienting you to the chart.

On February 11th, we will report fourth quarter earnings that will include half of NYSE Euronext's fourth quarter in our consolidated numbers, given that the closing date of the transaction was at the midpoint of the quarter. The guidance we are providing today, shown in the first column, reflects our expectations for the fourth quarter results as they will be reported in February. Please keep in mind these guidance numbers represent our best estimates at this time and are subject to change. As we always do, if actuals look to be materially different, we will provide updated guidance. We expect approximately $157 million in deal costs in the fourth quarter, which will be excluded from our non-GAAP results. We expect adjusted operating expenses to be approximately $330 million and our tax rate to be around 27%.

In terms of depreciation and amortization expense, we expect that to be roughly $62 million for the quarter. Operational capital expenditures are expected to be around $38 million. Finally, as we previously announced, we will pay a $75 million dividend in the fourth quarter. Now let's move to the right-hand side of the slide and talk about how we plan to provide you with information about the business. We will report two segments, ICE Group and Euronext. We will provide revenue and volumes for our global derivatives business, cash trading and listings, and Euronext. We plan to begin reporting combined volumes for the company for the month of January 2014, and we'll issue our volumes release on the third business day of each month, including our global derivatives business, cash trading business, and Euronext. Within global derivatives, we plan to provide commodities, financials, and equity derivatives.

Commodities will include our energy, ag, and metals businesses. Financials will include interest rates, indices, and FX segments. Equity derivatives will be comprised of U.S. equity options and single-stock equity derivatives. We also plan to provide historical monthly volumes in our new reporting convention to make it easier for comparison purposes. This information will be available on our website in early 2014. Let me wrap up on slide 20 with the key financial and operational milestones we've established. We intend to separate Liffe from Euronext in the first quarter of 2014, and fully integrate it with our ICE Futures Europe business by the fourth quarter of 2014. We intend to rationalize the NYSE Technologies business in the first half of 2014. We expect to IPO the Euronext business in the summer of 2014.

We have plans to exit 2014 on a run rate that reflects the realization of greater than 70% of our committed synergies. We anticipate earnings accretion in 2014 in excess of 20%. We believe we can delever to or below one and a half times within 18 to 24 months, and we have plans to exit 2015 on a run rate that achieves more than 90% of our committed synergies. Finally, along the way, we believe we can continue to invest in growth, return capital through dividends and share repurchases, address market structure issues in the U.S. cash equity space, continue to gain share in global listings, and expand our global derivatives and clearing footprint. We are confident we can do all this while continuing to focus on the needs of our customers and the markets we serve, while continuing to generate meaningful value for our shareholders.

Operator, we're now available to take questions.

Operator

We will now begin the question and answer session. To ask a question, you may press star, then one on your telephone keypad. If you're using a speakerphone, please pick up your handset before pressing the keys. To withdraw your question, please press star and then two. Please limit yourself to one question and one follow-up. At this time, we'll pause momentarily to assemble a roster. Our first question is from Alex Kramm of UBS. Please go ahead.

Alex Kramm
Analyst, UBS

Hey, good morning, everyone. Just wanted to quickly talk about the synergy numbers that you're throwing out here. On one of the early slides, you're talking about synergies in excess of $450 million, then obviously you're talking about the $500 million, which to me, that looks like it's basically just the D&A adjustment or it's accounting. When you talk about synergies in excess of the $450, is that still something that you think from a core synergy numbers down the line, or how should I be reading that? I guess asked differently, how confident are you that you're going to be finding more as you dig deeper, which it sounds like you have done a lot already.

Scott Hill
CFO, IntercontinentalExchange

Alex, I think, of course, synergies is what reduces operating expenses. As I mentioned on the call, we originally said $450. We've done $95 of that. We've got another $50 that comes from the revaluation of the balance sheet. That's a non-cash item, but nonetheless, it decreases operating expenses, it increases margin, and it's reflective of, I think, the real cost of the data centers as we're going to use them. I think that absolutely is an expense synergy we get as the acquirer of this business. With regards to your question, whether or not there's more there, we're very focused right now on delivering those synergies that we've identified. We're very confident in the plans that we've got. As you've seen historically for us, expense management doesn't run for a certain period of time and then stop. It's something we work on every day.

Alex Kramm
Analyst, UBS

Good. Then just secondly, maybe a quick one here, as it relates to the Euronext IPO, have you made a decision around how much debt that company is going to take with it?

Scott Hill
CFO, IntercontinentalExchange

We have not made a decision on a precise number. We've clearly discussed what the capital structure of that business will look like. As you can look around at the vast majority of global exchanges, debt is a part of that capital structure. Clearly, as we get into the IPO process and as we work through our calls in coming quarters, we'll give you some more insight. I would fully expect there will be debt in the capital structure, we're not ready yet to talk about specific amounts.

Alex Kramm
Analyst, UBS

All right. Thank you. I'll jump back in the queue.

Operator

Our next question is from Rich Repetto, Sandler O'Neill. Please go ahead.

Rich Repetto
Analyst, Sandler O'Neill

Yeah. Good morning. First, congrats on laying out the strategy here. The first question is more on the Euronext, because I'm trying to understand the cash flows of the combined company and to get a better feel, does the separation of the Euronext, does that preclude selling it? How much of a percentage of an IPO would you actually spit out in the IPO? Once the cash is in, do you have estimates on how much cash you're targeting to raise, and what would you do with it?

Jeff Sprecher
Chairman and CEO, IntercontinentalExchange

Rich, this is Jeff. The first thing, and one of the things we wanted to lay out in the prepared remarks, is that as it exists today, Euronext includes the Liffe business as a single regulated entity. We can't do anything with the new Euronext until we separate Liffe. The reason we want to separate Liffe is because we want to merge it into our existing U.K. Futures Exchange. We have work to do, technology work and organizational work to separate those two businesses. We couldn't entertain any kind of transaction until that's done. Long story short is, once we finish all of that work, we're going to have a standalone Euronext. We've had now almost a year of conversation with the market, with regulators, potential stakeholders, bankers, and others about how we could affect an IPO.

It's got quite a head of steam. I suppose anything could ultimately happen, but our shareholders are going to want us to affect the highest value transaction that is actionable in the shortest amount of time, weighing the time value of money. It just seems to us like the best outcome is an IPO.

Scott Hill
CFO, IntercontinentalExchange

As Jeff said, one of our objectives is to find the fastest path, because as I mentioned on one of the slides, we do have the Eurobonds that we inherited from NYSE that come due in 2015. Rich, to your question about where the proceeds from the sale would be used, a first use, particularly given that they'll be euro denominated, will be to pay down that euro denominated debt, which is a key part of our de-leveraging plan.

Rich Repetto
Analyst, Sandler O'Neill

Okay. I'm going to take from that answer that the agreements with the regulator doesn't preclude a sale, and I'll move on to the follow-up question. The follow-up question would be more on cash flow again. You've outlined potential source of cash from the technology business as well. Scott, you also outlined a minimum, I think you said $500 million-$600 million on the balance sheet. Again, I know you're targeting the Euro debt, but is there other potential uses of cash? I know you got an outflow or I didn't see any terms of the Singapore Mercantile Exchange. Can you go through that a little bit?

Scott Hill
CFO, IntercontinentalExchange

Yeah. The Singapore Mercantile Exchange, relatively speaking, was a relatively immaterial purchase price amount. There's been a number that's reported in the press, and you can see from that it's not particularly meaningful. That clearly will use some of the cash, as I think I mentioned on one of the slides, we ended with over $1 billion of cash. As I think about, Rich, priorities, it's not any different than we've talked about the last couple of calls. We're generating nearly $1.6 billion of operating cash flows. We've committed a $300 million dividend. As we've shown with the Singapore Mercantile Exchange, we're still going to be opportunistic on growth investments in a very disciplined manner. We have a $450 million share repurchase that remains outstanding.

As I think I mentioned on the third quarter call, that the thing that we feel good about is the strength of the cash flows of the combined company aren't really forcing us to make choices. We can de-lever, we can pay a dividend, we can continue to invest in growth, and we're confident we can get to a point where we'll be able to repurchase shares as well.

Rich Repetto
Analyst, Sandler O'Neill

Okay. I won't go. Congrats, looking forward to watching this unfold.

Operator

Our next question is from Chris Harris of Wells Fargo Securities. Please go ahead.

Chris Harris
Analyst, Wells Fargo Securities

Thanks. Hey, guys. Maybe I can ask a question on the revenues here. We know there's going to be an impact from the sale of the NYXT businesses. Euronext, some portion of that will potentially go away. The deferred listings revenue

impact you highlighted. Is there anything else we should be thinking about other than those three items as we're trying to figure out the pro forma revenues for the combined entity?

Scott Hill
CFO, IntercontinentalExchange

No, those are the three major adjustments that you should work in your model. What that obviously leaves out is the future growth opportunities that we're working on, that Jeff talked about in the script. In terms of pro forma adjustments, those are the three major ones. Just notably, you can run the math, but if you pull those revenue amounts and the estimated profit amounts out, where you have a pro forma business at 45% operating margin, it immediately goes to 50%. If you roll the synergies through with no growth, we're right back to a 60% margin business.

Chris Harris
Analyst, Wells Fargo Securities

Okay, great. Maybe an unrelated question. With respect to Liffe, is there anything you guys need to be working on now to get that platform prepared for derivatives reform? Don't know if there's any other infrastructure or what have you, that needs to go into that business.

Jeff Sprecher
Chairman and CEO, IntercontinentalExchange

Not specifically for reform. We've been a leader in putting prophylactics around our platform to help our customers comply with regulation and to build fat finger and other error protections around it. We're going to be introducing those things now into the Liffe markets for the first time. Generally speaking, Liffe has a number of unique matching algorithms on the way it handles allocation in some of the low volatility markets, which is typical in those kinds of markets. We have that functionality built into our platform. We're just going to need to fine-tune it and test it and then transition Liffe onto that. Probably the biggest time value that we have is we need to build out the hardware and networks in the European data center. So that'll take some time as we make that transition.

Chris Harris
Analyst, Wells Fargo Securities

Okay. Thank you very much.

Operator

Our next question is from Chris Allen of Evercore. Please go ahead.

Chris Allen
Analyst, Evercore

Morning, everybody. I just want to ask about the revenue synergies which you'd mentioned in one of the earlier slides. I realize it's very difficult to quantify in terms around new product development. You also mentioned around clearing. I was wondering if you could give us any metrics in terms of the potential opportunity around clearing revenue synergies.

Jeff Sprecher
Chairman and CEO, IntercontinentalExchange

One of the things that, it's subtle, but it was in the prepared remarks, is that what you see is we're moving our interest rate complex to one combined exchange and clearing infrastructure so that we can have a multi-pronged interest rate offering that, within the clearing house, should be able to give economic offsets and take advantage of the extensive work that we've done in fine-tuning our modeling for margin purposes. Separately, we've got really quite a nice suite of index products that are growing. MSCI contract has actually been a very good grower for NYSE, and I think when we get that on our platform, coupled with the Russell Indices and the FTSE, we're going to have quite a nice index platform that I think will be synergistic. Just by reorganizing the existing pieces, rolling out the ultra long gilt.

We'll find other holes in the offering that will be, I think, relatively easy and quick for us to fill. All that, I believe, together, will bring some great synergies.

Scott Hill
CFO, IntercontinentalExchange

I think, Chris, the other thing Jeff mentioned in his remarks is the clearing relationship that Euronext has secured with LCH.Clearnet will be a nice synergy for that business. They have not historically gotten any clearing economics at all. There are no clearing economics in the revenue and margin estimates that we've provided in these charts. Beginning in April 2014, Euronext will begin to participate in clearing revenues and profits associated with that.

Chris Allen
Analyst, Evercore

Got it. Just on the data centers, do you have any plans to monetize these, particularly in the U.S., where we know there's excess capacity?

Jeff Sprecher
Chairman and CEO, IntercontinentalExchange

Not specifically. What we're going to do is we'll be able, because of the acquisition, to put those data centers on the balance sheet at fair market value. The fair market value will essentially be developed as the value of the business as we use it, which will be the smaller footprint, if you will. We'll have a lot of excess space, I guess, for future growth, should we need it. Generally speaking, we're going to exit the third-party hosting business, unless it's directly related to our markets like co-location and other data services that one would traditionally in the exchange business offer.

Chris Allen
Analyst, Evercore

Got it. Thanks, guys.

Jeff Sprecher
Chairman and CEO, IntercontinentalExchange

Thank you.

Operator

Our next question is from Ken Worthington of JPMorgan. Please go ahead.

Kenneth Worthington
Analyst, JP Morgan

Hi, good morning. Two questions, maybe first for Scott. There was a lot of discussion in the NYSE merger qualifying as a reorganization under 368 of the IRS code. I guess first, why is that so important? Is there a tax shield that's created upon the IPO of Euronext? If there is, how big, and maybe what can you do with that tax shield?

Jeff Sprecher
Chairman and CEO, IntercontinentalExchange

Can I interrupt Scott and just say that's a pretty good question?

Kenneth Worthington
Analyst, JP Morgan

Thank you. I obviously done some reading.

Scott Hill
CFO, IntercontinentalExchange

Are you going to be disappointed when I say I don't know what IRS code he just quoted to me? Ken, look, I honestly don't know what IRS code you just quoted to me. If your question is with regards to whether or not we can get cash back out of Europe to fund our U.S. business, to pay our dividend, to continue to invest and grow, the answer to that is yes. I'm not going to go into the deep details of how we're going to do our structuring to do it, but it's a fairly simple, straightforward structure that we will put in place to ensure we can get our cash home to run our business. If your question is for investors, frankly, I'll have to get back to you because I don't know what you just quoted.

Kenneth Worthington
Analyst, JP Morgan

Okay. I guess that gets to the second question. You've generated so much earnings abroad. I think it's about half, maybe a little bit more than half. What are your views on repatriation? Are you going to repatriate capital? Should we think about there being implications from a tax perspective? If you don't repatriate, are there enough investment opportunities long term abroad to absorb all this foreign cash that's generated once the foreign debt is paid down?

Scott Hill
CFO, IntercontinentalExchange

Our current view is that we will be able to continue to not repatriate. However, as I mentioned briefly a moment ago, we feel confident in our ability to structure this deal in a way that will allow us to bring cash into the U.S. to use to run our operations, to invest in our business. Net-net, the heart of your question is the cash we generate outside the U.S., are we able to get it home to invest in the business? The answer to that question is yes, and it will come through the structured deal. If you think about it, we're buying a very material European operation from the U.S., and that will facilitate our ability to move those dollars back home.

Kenneth Worthington
Analyst, JP Morgan

Okay, awesome. Thank you very much.

Operator

Our next question is from Alex Blostein of Goldman Sachs. Please go ahead.

Alex Blostein
Analyst, Goldman Sachs

Great. Thanks. Good morning, everyone, and thanks again, guys, for providing all the incremental details on this. First question on the, I guess, longer term expense management. Scott, you guys have obviously proven to be a very good expense management company over time. Just curious to how you guys think about the ongoing kind of core expense growth for the combined entity. I guess what I'm trying to get to is, if you can sort of achieve almost a 60% margin with what you've just outlined, why can't this be back in the mid-60s type of margin business over time?

Scott Hill
CFO, IntercontinentalExchange

Look, I said that's where we'd get to with synergies and without growth. As Jeff alluded to in his remarks, we think there's opportunity for growth. So we have not transitioned into margin expansion via cost cutting, and that's our only way. We are going to cut costs. We are going to then manage expenses, but we're also going to continue to grow the business. So I think what you're going to see is an expansion in margins that comes from both expense management and revenue growth. We're not really in a different position than where we were back when we bought Creditex at the end of 2008. That dropped our margins into the high 40s, and from there, we've moved right back into the mid-60s.

Through expense management, through synergy realization, and through the growth initiatives Jeff talked about, we're certainly not saying that there's not a possibility to drive this business back to our more traditional margin level. In fact, I would tell you that is one of the objectives we've got.

Alex Blostein
Analyst, Goldman Sachs

Got it. Understood. The second question is again on capital. Just to go through some of the math that you put out there, it looks like you guys would have to de-lever maybe about $1.6 billion-$1.8 billion or so. You're generating $1.6 billion of free cash flow today. There's some businesses that you're selling. You have excess of $600 million of cash on the balance sheet. It feels like you guys could de-lever back to 1.5 times a little bit faster than 18 months. I guess, why 18-20 month target? Then, do you leave yourself, I guess, a little bit of room for buyback before you achieve the 1.5 times debt to EBITDA level?

Scott Hill
CFO, IntercontinentalExchange

Yeah. There are a couple of variables that we don't control, and that's the reason why we've given you the timeframe. First of all, I don't know exactly when the IPO will happen. More importantly, if you look at slide 18 of the earnings presentation, the Eurobond debt doesn't come due until middle of 2015. That's really the key that we're going to need to pay off in order to get down below that 1.5 times level. We've got a lot of flexibility in the CP that's outstanding or that will be outstanding in our bank debts. In order to get to the repayments we'll need to get below 1.5 times, a portion of that's going to have to come from paying that debt down, and it's simply not due until the middle of 2015.

Alex Blostein
Analyst, Goldman Sachs

Okay. The buyback in the interim is still kind of off the table until you guys get down to the 1.5.

Scott Hill
CFO, IntercontinentalExchange

Yep.

Alex Blostein
Analyst, Goldman Sachs

Got it. Thanks.

Operator

Our next question is from Howard Chen of Credit Suisse. Please go ahead.

Howard Chen
Analyst, Credit Suisse

Hi, good morning, everyone. Thanks for hosting the call.

Scott Hill
CFO, IntercontinentalExchange

Good morning.

Howard Chen
Analyst, Credit Suisse

Jeff, just another follow-up on the data centers. The D&A of ICE has always been lightweight and not heavy and hard assets. Just curious, as you evaluated all your options, I was hoping you could talk a bit more as to why the disposition option maybe wasn't more alluring right now, and there's anything structural to what you own that maybe makes that option harder or easier over time. Thanks.

Jeff Sprecher
Chairman and CEO, IntercontinentalExchange

It's a good question. Frankly, we entered the transaction, and I specifically entered the transaction with the bias that we would likely sell those data centers. As we got into the accounting economics of the way they're going to go onto our balance sheet and the massively reduced depreciation and amortization expenses around them. We looked at the revenue generation that comes from colocation, which generally we do not participate in because up until now, we've been in third-party data centers and the rents from

Third parties taking space near us have gone to the owner of that third-party data center, not specifically to us, generally speaking, although we do have some arrangements in place. When we looked at the real cost of running those businesses, and we've taken a very deep look at them, it's actually much less expensive for us to operate those data centers on the balance sheet in the way they're going on than it would be to put that same infrastructure that we would need in a third-party location. We have a lot of moving parts over the next 18 months to get Liffe integrated, to shut down Liffe U.S., to integrate Liffe UK, to rationalize the technology business, and to create an independent Euronext.

We didn't necessarily want to relocate the New York Stock Exchange trading in the middle of all of that. That's just one more moving part that didn't really seem to have a tremendous amount of benefit. We can revisit these decisions going forward, and changes in custom and practice may suggest that we should get to a third-party data center, and put these on the market. I would also tell you that in surveying the market, having high-quality existing data centers, I think is going to be an appreciating asset. These things command a lot of power, and they need to be located in places where you have access to multiple utility sources for redundancy purposes.

Increasingly, with the move to big data and cloud computing, a lot of the locations where you would want to put these things are being taken off the grid, and new power plants are not coming to market fast enough, in my mind, to handle all of that. When we talk to a lot of third parties, they said, "Those are going to be very, very good strategic assets over the long haul." All that together, particularly with the cost structure, said we should just stay where we are.

Howard Chen
Analyst, Credit Suisse

Thanks. That's helpful context. My follow-up, I realize the priority on Euronext is to execute the separation, and that process is complex, but assuming a summer 2014 IPO track, how much would you ideally like to retain?

Jeff Sprecher
Chairman and CEO, IntercontinentalExchange

It's one of those things where I think the market is going to tell us how much the market wants. We're going to try to create this intersection of reducing our footprint to become a minority holder in the business. At the same time, we hope that there's, next summer, enthusiasm for the business in the public markets. Then we've got, as I mentioned in my prepared remarks, we've had a lot of conversation. We already have a banking team that's engaged on this and has been engaged for months, who have been talking to a lot of third-party shareholders, some of which have been reported on, many of which have not. That, I think, in today's market, would be very interested in being shareholders. It's really just a question of how will they feel next summer.

Let me just tell you that I think that the business thesis of Euronext has not changed in my mind from when we did this transaction, and that is that it has a very stable cash flow. It will be able to pay a dividend, and it will be very levered to the GDP recovery of continental Europe. I think we have found investors that are interested in that thesis, a thesis where basically people are paid to be patient and wait for the recovery, paid via dividend to be patient to wait for the recovery. We'll have, in our mind, upside potential if that happens. Separately, once Euronext becomes an independent company, Dominique and his team will be able to go through and curate their own businesses in a better fashion than they have as part of the group.

We're hoping that they'll be able to find themselves expense and revenue synergies as an independent company that they didn't have before.

Howard Chen
Analyst, Credit Suisse

Great, thanks.

Operator

Our next question is from Michael Carrier of Bank of America. Please go ahead.

Michael Carrier
Analyst, Bank of America

Thanks, guys. Jeff, maybe first question, just on the revenue opportunities. You highlighted some of them, whether it's on the future side, clearing, even the benchmark administration. I think it's one of the things that it's the most difficult thing in terms of trying to predict or assume, both for us and I'm sure for you guys, too. When we think about those businesses, even the U.S. cash business, if you had to highlight two areas where you feel like ICE can bring something that's either differentiated or based on the client conversation, on the innovator side, where do you think we can see the highest likelihood, some new revenues versus where you are today?

Jeff Sprecher
Chairman and CEO, IntercontinentalExchange

It's a good question. I think the focus right now, the primary focus of the ICE team and a huge focus of our customers is getting themselves organized for regulatory compliance, global regulatory compliance. To a large degree, that means accessing clearing and doing so in a way that minimizes capital but still provides protection for the system. I honestly believe that we have built the best clearing infrastructure in the world. I really think we are unrivaled, and we've had the luxury of building these businesses and attracting some of the best quants that we can find, coupling them with really good technology people to do modeling, back testing, and driving leadership in the way we think about managing capital. Scott's been building out a tremendous treasury team here. We started out our business in 2007, I guess, where we outsourced all of our treasury functions.

Today, we have increasingly taken over our investment in treasury. I think that as customers look for solutions to meet the requirements of global reform, they're going to look at this really efficient clearing infrastructure that's been responsive to them. That's been the focus, that's been a lot of the acquisitions that we've done, has to give us multi-asset class into that portfolio. You've seen CME has been very successful in their portfolio margin, which, I think everyone would admit is very early days. Still a lot of sneaker net going on, spreadsheet-driven, that kind of thing, but yet very powerful. As they build that out, to compliment them, I think people can see the potential of what they're doing. We have a much larger European footprint. Europe is not as far along in financial reform as the U.S. is.

It lags. I think we're arriving at a really interesting time. Lastly, I would say to you that the acquisition of the Singapore Mercantile Exchange is something that we proactively did. I reached out last spring to Financial Technologies, asked them if they would be willing to sell us that business. Events and circumstances led to an opportunity for us to acquire it, and we jumped on it because I think that, first of all, it took them 3 years to set up that business. Secondly, it's the first non-Asian owner of a major Asian exchange. I don't know how easy it would have been for us to create an Asian exchange and clearing house. I think we're being very well received by market participants and regulators in Singapore as the owner of that company.

If you look at the incremental growth that is going on in the commodities markets, I really do believe it's Asia-driven. One of the outcomes of the collapse of MF Global was a lot of our customers in Asia were upset that decisions were being made in the middle of their night in Chicago and New York on bankruptcy code that they didn't fully understand. People are asking us to have a bigger footprint there. I think there is a real growth opportunity as we better organize ourselves. Lastly, as I try to say in my prepared remarks, ICE for many, many years had the luxury of sitting largely in London and accessing East-West time zones. The balkanization of regulation is forcing our customers to reorganize. No one has the footprint that we have now.

We are in the U.S., in Canada, in Brazil, in the U.K., on continental Europe, and now in Asia and Singapore. That is where our customers are located. I think, you couple our technology and clearing with that, the pressure on regulation, I just think that we are so well-positioned. No one would've thought years ago we could have actually rolled up the things we did ourselves the way we have for the environment that we're in. That's where I think there has to be an element of trust that the winds of change are moving our way.

Michael Carrier
Analyst, Bank of America

All right. That's a helpful color. Scott, maybe just a quick one. You mentioned the cash flow priorities, particularly over the next two years in terms of paying down the debt. Maybe it's just too far in the future to even think about, but if I think about once you get to that one and a half times target, and you're still generating $2 billion a year, even beyond the dividend. When you think about increasing the dividend maybe to a yield that's in line with the market, picking up buybacks, or do you still think you can invest $2 billion in growth opportunities? Just want to try to figure out those priorities once you get the debt paid down.

Scott Hill
CFO, IntercontinentalExchange

I honestly wouldn't even hazard a guess at what things are going to look like two years from now. I think the reality is, as I mentioned earlier, the thing we feel good about is we think the combined cash flows give us the opportunity to do the dividend, to make the investments, to repurchase shares. What the relative balance and mix of that will be, will depend on where we think we can generate the highest returns on capital and generate the largest value for our shareholders. What that looks like a couple of years out, I just don't know.

Michael Carrier
Analyst, Bank of America

Yep. Okay. All right. Thanks a lot, guys.

Operator

Our next question is from Kenneth Hill of Barclays. Please go ahead.

Kenneth Hill
Analyst, Barclays

Hey, good morning, guys. I just wanted to touch on a topic there on the last question set. Singapore Merc it seems like it's just the tip of the iceberg when coming into Asia. I'm just wondering how you're thinking about building out some of the opportunity sets there, and maybe what kind of investment might be involved to really expand that base.

Jeff Sprecher
Chairman and CEO, IntercontinentalExchange

I think the good news for us is that we consider ourselves the dominant energy player in Asia. We have for years really been the area that sets the price for Asian oil products and energy derivatives. We've got an extensive customer base already. We have already an office in Singapore that operates as a touch to our customers, and we have a really good staff there. There may be products that we currently trade that we will move on to that exchange. We also had some ideas that we haven't yet made public of other products that we'd like to put into Asia, that we think can be more successful locally than they would've been had we tried to do that from London or the U.S.

Generally speaking, having clearing infrastructure there, where people can operate in a bankruptcy or default situation under local law in a local time zone is going to be in my mind a very strategic advantage. I suspect over time, our Asian customers will be asking us to put more and more of their important contracts into that infrastructure.

Kenneth Hill
Analyst, Barclays

Okay. The other follow-up question I had here was around the LIBOR benchmark. It seems like an interesting opportunity since perspective from you guys from the benchmark administration group. Just wondering given that there's a lot of regulatory scrutiny around the LIBOR benchmark, how you guys were going to go about improving the process for it and getting regulators more comfortable with it going forward.

Jeff Sprecher
Chairman and CEO, IntercontinentalExchange

Sure. Well, the first thing we're doing is we are organizing the activity as a separate business that's going to have a lot of independent board members and high-profile board members that are going to help direct the company with a very strong regulatory bent. We, as a regulated exchange group, already have strong relationships with regulators. We understand data dissemination and collection and customer protection of price discovery. So, we're very well-positioned just from an infrastructure standpoint and organizational standpoint to move into this business. Obviously, we start with LIBOR, but there are a number of other IBORs around the world. Secondly, LIBOR itself, in the way it's compiled, there are opportunities, we think, to change the way that that contract is developed and discovered, tying it back to real transactions that are related.

All of that portfolio of prices, we think could help us develop other indices that will be relevant to the markets. We're going to be in a really neat position of having a direct relationship with the regulators and the customers as we gather that data. We put Finbarr Hutcheson in there with the idea of actually building that business along the financial markets, to take on other responsibilities around the world. We'll have to see how it goes, but it's an exciting opportunity for us, particularly the vote of confidence that we got from the current LIBOR market to take that over.

Kenneth Hill
Analyst, Barclays

Okay. Thanks for taking my questions.

Operator

Our next question is from Jillian Miller of BMO Capital Markets. Please go ahead.

Jillian Miller
Analyst, BMO Capital Markets

Thanks, guys. I had a question on the tax rate. I think in some of the performance statements you'd filed before, I was backing into like a 25.5% rate-ish. Since then the U.K. has reduced the corporate tax rate again, I believe. In this presentation, in one of the slides, I saw a 27% rate. I was just a little bit confused what we should be expecting for the combined company going forward.

Scott Hill
CFO, IntercontinentalExchange

As of today, you should be expecting 27% in the fourth quarter. That's what we guided to. Again, it's a half a quarter of them. It's a full quarter of us. There are a lot of moving parts on the tax rate. Jillian, I can't give you a forward-looking tax rate guidance today. Clearly, we will do that when we get to the February call. What we wanted to do is give you a placeholder for your models for the fourth quarter. I think 27% is the good placeholder right now. As I mentioned in my remarks on all of these points of guidance, not just the tax rate, to the extent we get better or more clear information and can give you updates, we'll do that.

Jillian Miller
Analyst, BMO Capital Markets

Okay, thanks. On Euronext, can you tell us how much of the trailing 12-month revenues are attributable to those data businesses that are being lumped in there versus the core trading? I'm sorry, how much is the technology businesses being lumped in versus the core trading?

Scott Hill
CFO, IntercontinentalExchange

Yeah. The technology businesses that we moved in there are relevant. We haven't broken it out, and we're not going to break that out. I will tell you that the technology businesses that we moved in generated a small part of the overall $500 million issue in revenues.

Jillian Miller
Analyst, BMO Capital Markets

Okay, thanks.

Operator

Our next question is from Daniel Fannon of Jefferies. Please go ahead.

Daniel Fannon
Analyst, Jefferies

Thanks. I guess, can you talk about the time period for optimizing the technology portfolio, or what's reasonable to assume some of these sales or exits to take place?

Jeff Sprecher
Chairman and CEO, IntercontinentalExchange

Sure. The businesses that we think would be better owned by others are, generally speaking, standalone businesses. They, I think, can be organized to become salable relatively quickly. We've already had inbound interest in some of these business with the anticipation that we may do this. I think we'll be able to organize them up relatively quickly and start the process in the first quarter of next year. I would hope that by mid-year, that we would either be done or relatively far along and have transparency into the pricing and the ultimate buyers of those businesses. They're very good businesses. I think they will be attractive to others. They're things, honestly, that I don't understand and that my colleagues here don't really understand, and I just don't think we should be in businesses that we don't really understand.

We looked in the mirror, we asked ourselves, 5 years from now, are we going to say, "Were we idiots to have sold those businesses?" Honestly, we don't even understand them well enough to know whether or not we're going to look like idiots in 5 years. That was pretty telling to me, we probably will look like idiots, I'll give you the right to call us idiots, looking in the mirror, we couldn't see it ourselves. They just feel like businesses that would be better owned by others.

Daniel Fannon
Analyst, Jefferies

Fair enough. Scott, you mentioned 2014 accretion of 20%. Is that in relation to consensus estimates out there for ICE standalone?

Scott Hill
CFO, IntercontinentalExchange

I said over 20%, because we did look at it relative to consensus. We also looked at it in terms of some of our internal models. I think on either measure, it's likely to be in excess of 20%.

Daniel Fannon
Analyst, Jefferies

Great. Thank you.

Operator

The next question is from Robert Rutschow of CLSA. Please go ahead.

Robert Rutschow
Analyst, CLSA

Hey, good morning. I was wanting to ask a question on the equity derivatives business in Europe. Can you tell us how much of the $500 million in Euronext revenues is coming from equity derivatives you'll contribute?

Scott Hill
CFO, IntercontinentalExchange

We haven't broken that business out in terms of the revenue component. As we get more into the IPO path, the early part of next year, we'll start to put some of that information out as we look to report and provide guidance on our earnings call in February. We'll start to give some of those details, but that's not detail we really want to put out there today.

Jeff Sprecher
Chairman and CEO, IntercontinentalExchange

I will say, as I mentioned in our prepared remarks, this is going to be a very interesting multi-asset class exchange. The CAC 40, very important index for Europe. The European wheat contract is today, Liffe's largest commodity contract that we'll be putting in there. It's going to have some interesting multi-asset class opportunities to build out its franchise. I think those are the proper locations for those contracts, and I think that management team will do a better job than we would do in focusing on them and building them out.

Scott Hill
CFO, IntercontinentalExchange

Yeah. It's not just the French equity index, you've also got the Dutch equity index.

Jeff Sprecher
Chairman and CEO, IntercontinentalExchange

Absolutely.

Scott Hill
CFO, IntercontinentalExchange

Which is also a major product within that, I think is performing well.

Robert Rutschow
Analyst, CLSA

Okay, thanks. Quick follow-up. Can you tell us what the headcount is associated with the technology businesses you'll be disposing of?

Scott Hill
CFO, IntercontinentalExchange

Yeah. I'll flip to the chart real quick. I think it was listed on the chart. I want to say 600. Yeah. Euronext was 850. We listed at around 600 related to NYCT. Just to put that in perspective, give or take a little bit, that's 1,400 people. The combined companies will be around 4,100, not including contractors, consultants, et cetera. What that would say is, if you take a starting point of 4,100, take those 1,400 out through divestitures, you're looking at somewhere around 2,600 or 2,700 for the retained businesses on a combined basis.

Robert Rutschow
Analyst, CLSA

Great. Thank you.

Operator

Our next question is from Akhil Bhatia of Rosenblatt Securities. Please go ahead.

Akhil Bhatia
Analyst, Rosenblatt Securities

Hey, good morning, guys.

Scott Hill
CFO, IntercontinentalExchange

Morning.

Akhil Bhatia
Analyst, Rosenblatt Securities

Just a quick question. On slide 16, you've got the combined adjusted net income for the group for the trailing 12 months of $1,117. Just kind of trying to understand the combined company. On top of that, we would throw in the synergies, going forward and then any core growth. Does that $1,117 number include all the interest expense, or is there additional interest that came in that we need to incorporate into that number?

Scott Hill
CFO, IntercontinentalExchange

I think I understand your question. The trailing 12 months is very simply the last four quarters we've reported, plus the last four quarters they've reported. If you take that as your starting base, the adjustments you're going to want to make are the reduction of the deferred revenue related to listing, the reduction in D&A from the revaluation of the balance sheet, the reduction in interest expense from the revaluation of the Eurobond, and then whatever synergies that you want to add in. Effectively, as I said earlier, if you take the full synergies which we've committed to deliver and all those other adjustments, it'd get your operating margin up around 60%. I haven't run the math on what that would do to net income, but it would be a meaningful increase.

Akhil Bhatia
Analyst, Rosenblatt Securities

Got it. Then also the interest expense associated with the bond that came in in October?

Scott Hill
CFO, IntercontinentalExchange

Yeah. The net number I gave you in terms of the interest expense is a revaluation of the Eurobond and an increase from the debt that we've taken out. I kind of netted those two together. The biggest driver was the big write-down of the Eurobond, though.

Akhil Bhatia
Analyst, Rosenblatt Securities

Okay, got it. Then just to follow up, what kind of revenue and ADV are you acquiring from Singapore on the Singapore deal?

Jeff Sprecher
Chairman and CEO, IntercontinentalExchange

I think it's a loss-making business right now, we are not really acquiring it for its existing business. We're acquiring the infrastructure as a speed to market. By the way, we are very impressed with a lot of people that work there, the board of directors, the independent directors that they've assembled, who are very high-quality people. There are some very good people in there, including some tremendous risk people that we're anxious to get a hold of. We're really buying the infrastructure and the fact that we would avoid a three-year process if we were to start on our own, and the fact that it's not particularly easy in Asia for a Western company to start an exchange and clearing infrastructure. All of that is really how we develop the purchase price.

Scott Hill
CFO, IntercontinentalExchange

In many ways, this deal is analogous to our purchase of TCC a few years ago, where we had the clearing infrastructure, we didn't have the CDS risk model. We found some really good risk people on that team, and we really made a buy versus build decision in acquiring that capability. If you look back at what the purchase price was that we put up on the books there, not that different than what we're talking about in this deal.

Akhil Bhatia
Analyst, Rosenblatt Securities

Okay. Thank you.

Operator

Our next question is a follow-up from Alex Kramm of UBS. Please go ahead.

Alex Kramm
Analyst, UBS

Oh, hey. Thanks again. Just one quick accounting question for you, Scott. The purchase accounting adjustment to the listings business, now, that's basically all the initial listing fees that are still getting amortized. I guess, going forward, as you attract new listings, will we actually have a, I think it's 10-year ramp, where basically you get growth as more and more stuff gets amortized over a year? Are you going to use different accounting? Maybe you could just review how that's going to look.

Scott Hill
CFO, IntercontinentalExchange

That's a really good question. Thank you, by the way, for not quoting the GAAP number that went with that question. Effectively, we will, as you indicated, we'll treat the revenue the same way that the NYSE has. As the annual listings are paid, as new listing fees are paid, we will defer those payments, and we will recognize them over time. The annual over the course of the year, the upfront listing fee over the course of time. We're still evaluating over what number of years that will be amortized. NASDAQ does it over a period that's a little shorter than what NYSE does. We're still working our way through. Effectively, what you'll see is as we continue to succeed in the listings business, we'll rebuild that asset on our balance sheet.

A little bit will flow through the income statement related to those new listing fees, and then over time, you'll see the revenues build as well.

Alex Kramm
Analyst, UBS

All right. Excellent. Maybe just in terms of the cost outlook, maybe, Jeff, you can talk a little bit about just the NYSE structure. Obviously, you've already given all the business leaders now, but I think historically the NYSE had a lot of management layers. Just curious how quickly you can get to more of a flat ICE-like organization, and if you anticipate any sort of pushback or things that you might have to do in the interim before you can actually get to an ICE mentality over there.

Jeff Sprecher
Chairman and CEO, IntercontinentalExchange

Well, first of all, if you look at our presentation today, we didn't really talk about the New York Stock Exchange per se, as a source of synergies. That isn't to say it isn't a large source of our focus in terms of how we can better prepare the company. Duncan and I, as you know, have a very good relationship, and he and I have been working and having a lot of conversation about how to organize. There are five technology platforms in there under the UTP. ICE is already well along in rationalizing this down to get on a single platform and to use the infrastructure and technology and skill set that ICE has developed in derivatives, and to put that into a single platform. The trading space is a very competitive space in the U.S. The secondary trading of equities is a very competitive space.

There are some low-cost competitors out there. I think that we can and will be the lowest-cost competitor when we're done with this. Nobody will have an incremental margin like we do because of the breadth and footprint of operations that we have. I'm going to task our people with being the lowest. I think it's incrementally achievable for that. We, in addition, are looking at the whole way the business is organized and the people that are there. We're very impressed with a lot of people there, by the way, and I've talked a lot to people about infusing our culture of taking calculated risks and being innovative and getting closer to our customers. I think the regulatory trends, the market trends are really pushing things back towards transparent and regulated exchanges and clearing houses.

I think that same trend exists in equities, and that it's actually a very well-positioned company. We're the largest venue for equity trading in the U.S., and we're probably the highest profile venue for equity trading in the world. That's why I think it's incumbent on us to be the market leader in terms of the way we approach our customers and regulators. I've been outspoken on issues that I think need to be addressed, and you'll continue to see us do that. I've been really pleasantly surprised that a lot of major CEOs that are in the equity trading business have been very supportive, are anxious to drive change, see a need for change, see a need to improve the market perception of equity trading in the U.S., want to put more customer protections and market protections into the system.

All of those things are trends that surround that business that I think will ultimately make it a very interesting place for us to be.

Alex Kramm
Analyst, UBS

All right. Great. Thank you again.

Operator

Our next question is a follow-up from Jillian Miller of BMO Capital Markets. Please go ahead.

Jillian Miller
Analyst, BMO Capital Markets

Thanks. I apologize if this has been asked already, but I must have missed it. What is the tax treatment on the Euronext proceeds? Or what do you expect the tax treatment would be for you guys on the Euronext proceeds?

Scott Hill
CFO, IntercontinentalExchange

Jillian, I haven't gone through to determine what the tax proceeds are going to be on that deal. Are we going to sell it? Are we going to IPO it? I don't even know what the disposition looks like at this point. As Jeff alluded earlier, we're still early in the process. Our first step is we have to extract Liffe. We'll move along that path. We'll get back to you with more details as we have them. As of this time, it's difficult to predict what the tax will look like until we really know what the disposition looks like.

Jillian Miller
Analyst, BMO Capital Markets

Okay.

Jeff Sprecher
Chairman and CEO, IntercontinentalExchange

One of the things that we want to make sure that the exit balance sheet of Euronext is a strong and good balance sheet to give them a good start as an independent company. We're still working on those balance sheet issues.

Jillian Miller
Analyst, BMO Capital Markets

Okay. Thanks.

Operator

This concludes our question and answer session. I'd like to turn the conference back over to Jeff Sprecher for any closing remarks.

Jeff Sprecher
Chairman and CEO, IntercontinentalExchange

Well, thank you, operator. Well, I hope that this has been helpful to be transparent and open with you early in the process of our acquisition and integration of these two businesses. We're excited to begin this next chapter in our growth story. We'll continue to stay close to you and speak to you as events unfold around these businesses. Thanks again for joining us today, and we'll be back soon.