ALL HOLDERS OF ICE COMMON STOCK OR NYSE EURONEXT

ALL HOLDERS OF ICE COMMON STOCK OR NYSE EURONEXT COMMON
STOCK SHOULD CONSULT THEIR TAX ADVISORS AS TO THE SPECIFIC TAX
CONSEQUENCES TO THEM OF THE MERGERS, INCLUDING THE APPLICABILITY
AND EFFECT OF THE ALTERNATIVE MINIMUM TAX AND ANY STATE, LOCAL,
FOREIGN AND OTHER TAX LAWS.
Subject to the limitations, exceptions, assumptions, and qualifications described under
“Material United States Federal Income Tax Consequences of the Mergers” and herein, the
discussion below under “—Federal Income Tax Consequences of the ICE Merger” constitutes the
opinion of Sullivan & Cromwell LLP, counsel to ICE, as to the material U.S. federal income tax
consequences of the ICE merger to U.S. holders of ICE common stock, and the discussion below
under “—Federal Income Tax Consequences of the NYSE Euronext Merger,” constitutes the opinion
of Wachtell, Lipton, Rosen & Katz, special counsel to NYSE Euronext, as to the material U.S.
federal income tax consequences of the NYSE Euronext merger (or, in the event the NYSE Euronext
merger is restructured in the manner described below, the NYSE Euronext merger and the ICE
merger, taken together) to U.S. holders of NYSE Euronext common stock.
The obligation of ICE to complete the mergers is conditioned upon the receipt of an opinion
from Sullivan & Cromwell LLP, counsel to ICE, to the effect that the mergers will be treated as a
reorganization within the meaning of Section 368(a) of the Internal Revenue Code based upon
representations made by ICE and NYSE Euronext. The obligation of NYSE Euronext to complete the
NYSE Euronext merger is conditioned upon the receipt of an opinion from Wachtell, Lipton,
Rosen & Katz, special counsel to NYSE Euronext, to the effect that the NYSE Euronext merger will
be treated as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code
based upon representations made by ICE and NYSE Euronext. Neither of these opinions is binding
on the Internal Revenue Service or the courts. ICE and NYSE Euronext have not requested and do
not intend to request any ruling from the Internal Revenue Service as to the United States federal
income tax consequences of the mergers.
In the event that legal counsel to either ICE or NYSE Euronext is unable to render the legal
opinion described above with respect to the NYSE Euronext merger, the merger agreement provides
that the NYSE Euronext merger will be restructured such that Baseball Merger Sub will merge with
and into NYSE Euronext (the “Alternative Transaction”). In such case, the obligation of ICE to
complete the Alternative Transaction will be conditioned upon the receipt of a legal opinion from its
counsel to the effect that the ICE merger will qualify as a reorganization within the meaning of
Section 368(a) of the Internal Revenue Code. Additionally, the obligation of NYSE Euronext to
complete the Alternative Transaction will be conditioned upon the receipt of a legal opinion from its
counsel to the effect that the NYSE Euronext merger, together with the ICE merger, will qualify as a
transaction described in Section 351 of the Internal Revenue Code. The following discussion
assumes the receipt and accuracy of the opinions described above.
Federal Income Tax Consequences of the NYSE Euronext Merger. The U.S. federal income tax
consequences of the NYSE Euronext merger (or, in the event the NYSE Euronext merger is
restructured in the manner described above, the NYSE Euronext merger and the ICE merger, taken
together) to U.S. holders of NYSE Euronext common stock are as follows:
• a holder who receives shares of ICE Group common stock (and no cash other than cash
received instead of a fractional share of ICE Group common stock) in exchange for shares of
NYSE Euronext common stock pursuant to the NYSE Euronext merger will not recognize
gain or loss (except with respect to any cash received instead of fractional share interests in
ICE Group common stock, which shall be treated as discussed below);
• a holder who receives solely cash in exchange for shares of NYSE Euronext common stock
pursuant to the NYSE Euronext merger generally will recognize gain or loss in an amount
equal to the difference between the amount of cash received and such holder’s tax basis in
the NYSE Euronext common stock exchanged;
• a holder who receives a combination of shares of ICE Group common stock and cash (other
than cash received instead of a fractional share of ICE Group common stock) in exchange for
shares of NYSE Euronext common stock pursuant to the NYSE Euronext merger generally
will recognize gain (but not loss) in an amount equal to the lesser of (1) the amount by which
the sum of the fair market value of the ICE Group common stock and cash received by a
holder of NYSE Euronext common stock exceeds such holder’s tax basis in its NYSE
Euronext common stock, and (2) the amount of cash received by such holder of NYSE
Euronext common stock (in each case, unless the NYSE Euronext merger is restructured in
the manner described above, excluding any cash received instead of fractional share interests
in ICE Group common stock, which shall be treated as discussed below);
• the aggregate tax basis of the ICE Group common stock received in the NYSE Euronext
merger (including any fractional share interests in ICE Group common stock deemed
received and exchanged for cash) will be the same as the aggregate tax basis of the NYSE
Euronext common stock for which it is exchanged, decreased by the amount of cash received
in the merger (excluding, unless the NYSE Euronext merger is restructured in the manner
described above, any cash received instead of fractional share interests in ICE Group
common stock), and increased by the amount of gain recognized on the exchange (regardless
of whether such gain is classified as capital gain or dividend income, as discussed below),
excluding, unless the NYSE Euronext merger is restructured in the manner described above,
any gain recognized with respect to fractional share interests in ICE Group common stock for
which cash is received, as discussed below; and
• the holding period of ICE Group common stock received in exchange for shares of NYSE
Euronext common stock (including any fractional shares interests in ICE Group common
stock deemed received and exchanged for cash, as discussed below) will include the holding
period of the NYSE Euronext common stock for which it is exchanged.
If holders of NYSE Euronext common stock acquired different blocks of NYSE Euronext
common stock at different times or at different prices, any gain or loss will be determined separately
with respect to each block of NYSE Euronext common stock and such holders’ basis and holding
period in their shares of ICE Group common stock may be determined with reference to each block
of NYSE Euronext common stock. Any such holders should consult their tax advisors regarding the
manner in which cash and ICE Group common stock received in the exchange should be allocated
among different blocks of NYSE Euronext common stock and with respect to identifying the bases or
holding periods of the particular shares of ICE Group common stock received in the NYSE Euronext
merger.
Examples:
Assumptions:
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Closing price of ICE upon consummation of the merger = $158.00 per share
Conversion ratio of NYX stock to ICE stock = .1703 (implied value of $26.91 per NYX
share)
Cash consideration = $11.27 per NYX share
Cash consideration when all cash election is made = $33.12 per NYX share
High Tax Basis Example (price at which NYX share was originally purchased) =
$80.00 per NYX share
Low Tax Basis Example (price at which NYX share was originally purchased) = $18.00
per NYX share
Scenario 1: All Stock Election
•
No gain or loss will be recognized by the NYSE Euronext shareholder (Note: any fractional
shares paid in cash will be treated according to Scenario 3: Cash and Stock Election below)
Scenario 2: All Cash Election
•
High Tax Basis Example – the following loss will be recognized by the NYSE Euronext
shareholder:
Cash consideration of $33.12 per share minus high tax basis of $80.00 = tax loss of
$46.88 per share
•
Low Tax Basis Example – the following gain will be recognized
Cash consideration of $33.12 per share minus low tax basis of $18.00 = taxable gain of
$15.12 per share
Scenario 3: Cash and Stock Election
•
High Tax Basis Example – No gain or loss will be recognized; however, the shareholder’s tax
basis in their ICE shares will be reduced as follows:
Original tax basis of $80.00 minus cash consideration of $11.27 = revised tax basis of
$68.73 per share
•
Low Tax Basis Example – the following gain will be recognized by the NYSE Euronext
shareholder:
Lesser of lesser of:
(i)
(ii)
Merger consideration of $38.18 per share (corresponding to stock of $26.91 +
cash of $11.27) minus low tax basis of $18.00 = $20.18,
or
Cash consideration of $11.27 per share,
i.e. $11.27 per share.

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