UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2012~~2013

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-31555

Interactive Data Corporation

(Exact name of registrant as specified in its charter)

Delaware

13-3668779

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

32 Crosby Drive, Bedford, Massachusetts 01730-1402

(Address of principal executive offices)

Registrant’s telephone number, including area code:

(781) 687-8500

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x *

* The ~~registrant~~Registrant is a voluntary filer.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

There were 10 shares of the registrant’s common stock, par value $.01 per share, outstanding as of ~~November~~May 23, ~~2012~~2013.

Table of Contents

PART I FINANCIAL INFORMATION
Item 1.	Financial Statements
	Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2012 and 2011	3
	Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2013 and 2012	3
	Unaudited Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2012 and 2011	4
	Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income for the Three Months Ended March 31, 2013 and 2012	4
	Unaudited Condensed Consolidated Balance Sheets at September 30, 2012 and December 31, 2011	5
	Unaudited Condensed Consolidated Balance Sheets at March 31, 2013 and December 31, 2012	5
	Unaudited Condensed Consolidated Statement of Stockholders’ Equity for the Nine Months Ended September 30, 2012	6
	Unaudited Condensed Consolidated Statement of Stockholders’ Equity for the Three Months Ended March 31, 2013	6
	Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2012 and 2011	7
	Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2013 and 2012	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3027
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4337
Item 4.	Controls and Procedures	4438
PART II OTHER INFORMATION
Item 1.	Legal Proceedings	4539
Item 1A.	Risk Factors	4539
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4539
Item 3.	Defaults upon Senior Securities	4539
Item 4.	Mine Safety Disclosures	4539
Item 5.	Other Information	4539
Item 6.	Exhibits	4640
Signatures		4741

PART I —– FINANCIAL INFORMATION

Item 1.

Financial Statements

INTERACTIVE DATA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands)

	Three Months Ended						Nine Months Ended
	Three MonthsEndedMarch 31, 2013			Three MonthsEndedMarch 31, 2012
	September 30,						September 30,
REVENUE	$	223,504		$	216,532
	2012			2011			2012			2011
COSTS AND EXPENSES:
REVENUE	$	218,073		$	217,850		$	655,848		$	645,650
Cost of services		73,890			74,674
COSTS AND EXPENSES:
Selling, general and administrative		63,733			68,608
Cost of services		72,912			72,081			221,375			219,030
Depreciation		11,046			9,644
Selling, general and administrative		63,621			63,853			196,704			190,089
Amortization		31,430			34,557
Depreciation		10,318			9,601			30,122			30,193
Total costs and expenses		180,099			187,483
Amortization		34,494			41,540			103,568			137,855
INCOME FROM OPERATIONS		43,405			29,049
Total costs and expenses		181,345			187,075			551,769			577,167
Interest expense, net		(35,209	)		(37,824	)
INCOME FROM OPERATIONS		36,728			30,775			104,079			68,483
Other income, net		333			247
Interest expense, net		(37,372	)		(38,390	)		(112,364	)		(119,025	)
Loss on extinguishment of debt		(10,213	)		—
Other income (expense), net		329			30			604			(2,708	)
LOSS BEFORE INCOME TAXES		(1,684	)		(8,528	)
Loss on extinguishment of debt		—			—			—			(25,450	)
Income tax (benefit) expense		(816	)		264
LOSS BEFORE INCOME TAXES		(315	)		(7,585	)		(7,681	)		(78,700	)
NET LOSS	$	(868	)	$	(8,792	)
Income tax benefit		(18,357	)		(17,433	)		(17,038	)		(51,295	)
NET INCOME (LOSS)	$	18,042		$	9,848		$	9,357		$	(27,405	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

INTERACTIVE DATA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(Unaudited)

(In thousands)

	Three Months EndedSeptember 30,			Three Months EndedSeptember 30,			Nine Months EndedSeptember 30,			Nine Months EndedSeptember 30,
	Three Months EndedMarch 31,			Three Months Ended March 31,
	2012			2011			2012			2011
	2013			2012
Net income (loss)	$	18,042		$	9,848		$	9,357		$	(27,405	)
Net loss	$	(868	)	$	(8,792	)
Other comprehensive income (loss):
Other comprehensive income:
Unrealized gain (loss) on securities, net of tax		106			(525	)		119			(469	)
Unrealized (loss) gain on securities, net of tax		(98	)		60
Foreign currency translation adjustments		23(52,~~587~~184	)		~~(32~~16,~~672~~107	)		~~22,856~~			~~(3,508~~	)
Pension adjustment, net of tax		(97	)		(510	)		~~(23~~	)		25
Change in value of hedged interest rate caps, net of tax		~~(38~~2	)		(~~920~~218	)		~~(316~~	)		~~(2,959~~	)
Less: reclassification adjustment for interest rate cap related interest expense included in net income, net of tax		223			—223			~~669~~			—
Total other comprehensive income (loss), net of tax		23,869			(34,122	)		23,305			(6,911	)
Total other comprehensive (loss) income, net of tax		(52,064	)		16,162
Comprehensive income (loss)	$	41,911		$	(24,274	)	$	32,662		$	(34,316	)
Comprehensive (loss) income	$	(52,932	)	$	7,370

The accompanying notes are an integral part of these condensed consolidated financial statements.

INTERACTIVE DATA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share information)

	Unaudited			Audited
	UnauditedMarch 31,2013			AuditedDecember 31,2012
	September 30,			December 31,
	2012			2011
ASSETS
Assets:
Cash and cash equivalents	$	~~265~~223,~~809~~234		$	~~262~~224,~~152~~597
Short-term investments		2312,~~594~~702			—23,581
Accounts receivable, net of allowance for doubtful accounts and sales credits of $5,223 and $5,152 at September 30, 2012 and December 31, 2011, respectively		132,183			118,248
Accounts receivable, net of allowance for doubtful accounts and sales credits of $6,548 and $5,718 at March 31, 2013 and December 31, 2012, respectively		148,655			134,855
Prepaid expenses and other current assets		2420,~~612~~250			2725,~~419~~021
Income tax receivable		6,249			6,~~251~~253
Deferred tax assets		2932,~~554~~404			4223,~~281~~396
Total current assets		~~482~~443,~~001~~494			~~456~~437,~~351~~703
Property and equipment, net		~~138~~145,~~398~~844			~~122~~142,~~289~~920
Goodwill		1,~~646~~618,~~431~~717			1,~~637~~640,~~126~~541
Intangible assets, net		1,~~726~~633,~~004~~862			1,~~818~~690,~~117~~652
Deferred financing costs, net		4739,~~228~~348			5444,~~478~~854
Other assets		45,~~974~~759			5,~~310~~638
Total Assets	$	43,~~045~~887,~~036~~024		$	43,~~093~~962,~~671~~308
LIABILITIES AND EQUITY
Liabilities:
Accounts payable, trade	$	1613,~~213~~535		$	17,~~911~~323
Accrued liabilities		8178,~~780~~343			8987,~~214~~347
Borrowings, current		—9,401			5620,~~417~~258
Interest payable		12,~~700~~749			30,~~584~~310
Income taxes payable		95,~~323~~774			75,~~008~~578
Deferred revenue		2928,~~633~~763			2422,~~944~~608
Total current liabilities		~~149~~148,~~649~~565			~~226~~183,~~078~~424
Income taxes payable		710,~~218~~181			10,~~906~~992
Deferred tax liabilities		~~615~~602,~~478~~664			~~647~~604,~~090~~322
Other liabilities		5556,~~977~~341			5957,~~908~~816
Borrowings, net of current portion and original issue discount		1,~~960~~956,~~186~~977			1,~~929~~941,~~784~~887
Total Liabilities	$	2,~~788~~774,~~508~~728		$	2,~~873~~798,~~766~~441
Commitments and contingencies (Note 7)
Equity:
Stockholder’s equity:
Stockholders’ equity:
Common stock, $0.01 par value, 1,000 shares authorized, 10 issued and outstanding at September 30, 2012 and December 31, 2011		—			—
Common stock, $0.01 par value, 1,000 shares authorized, 10 issued and outstanding at March 31, 2013 and December 31, 2012		—			—
Additional paid-in-capital		1,~~337~~255,~~305~~182			1,~~333~~253,~~344~~821
Accumulated loss		(~~114~~123,~~222~~430	)		(~~123~~122,~~579~~562	)
Accumulated other comprehensive income		33,445			10,140
Accumulated other comprehensive (loss) income		(19,456	)		32,608
Total stockholder’s equity		1,256,528			1,219,905
Total stockholders’ equity		1,112,296			1,163,867
Total Liabilities and Equity	$	43,~~045~~887,~~036~~024		$	43,~~093~~962,~~671~~308

The accompanying notes are an integral part of these condensed consolidated financial statements.

INTERACTIVE DATA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF ~~STOCKHOLDER~~STOCKHOLDERS’S EQUITY

(Unaudited)

(In thousands)

	Common Stock										~~Accumulated~~AccumulatedOtherComprehensive Income (Loss)
	NumberofShares		ParValue		AdditionalPaid-In-Capital			~~Accumulated(Loss) Income~~AccumulatedLoss			~~OtherComprehensiveIncome~~			~~TotalStockholder~~TotalStockholders’~~sEquity~~Equity
Balance, December 31, 2011		10		—	$	1,333,344		$	(123,579	)	$	10,140		$	1,219,905
Balance, December 31, 2012		10		—	$	1,253,821		$	(122,562	)	$	32,608		$	1,163,867
Equity contribution from the parent company		—		—		787			—			—			787
Stock-based compensation (Note 3)		—		—		1,919			—			—			1,919
Stock-based compensation (Note 3)		—		—		3,174			—			—			3,174
Capital Reduction as a result of cash distributions owed to option holders		—		—		(322	)		—			—			(322	)
Other comprehensive income (Note 12)		—		—		—			—			23,305			23,305
Tax impact resulting from cash distribution to option holders		—		—		(236	)		—			—			(236	)
Net income		—		—		—			9,357			—			9,357
Other comprehensive loss (Note 12)		—		—		—			—			(52,064	)		(52,064	)
Balance, September 30, 2012		10		—	$	1,337,305		$	(114,222	)	$	33,445		$	1,256,528
Net loss		—		—		—			(868	)		—			(868	)
Balance, March 31, 2013		10		—	$	1,255,182		$	(123,430	)	$	(19,456	)	$	1,112,296

The accompanying notes are an integral part of these condensed consolidated financial statements.

INTERACTIVE DATA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	Nine Months Ended
	Three Months EndedMarch 31,
	September 30,
	2013			2012
	2012			2011
Cash flows from operating activities:
Net income (loss)	$	9,357		$	(27,405	)
Net loss	$	(868	)	$	(8,792	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		~~133~~42,~~690~~476			~~168~~44,~~048~~201
Amortization of deferred financing costs and accretion of notes discounts		134,~~264~~184			134,~~386~~593
Deferred income taxes		(215,~~135~~312	)		(548,~~586~~003	)
Stock-based compensation (Note 3)		2,580			2,740
Non-cash stock-based compensation (Note 3)		852			831
Non-cash interest expense		~~1,130~~376			—376
Provision (recovery) for doubtful accounts and sales credits		19			(7	)
Provision for doubtful accounts and sales credits		939			4,054
Loss on dispositions of fixed assets		28—			~~124~~14
Loss on extinguishment of debt		—10,213			~~25,450~~—
Changes in operating assets and liabilities, net		(36,464	)		(8,576	)
Portion of insurance settlement related to property and equipment		(350	)		—
NET CASH PROVIDED BY OPERATING ACTIVITIES		102,469			119,174
Changes in operating assets and liabilities, net		(34,159	)		(35,496	)
NET CASH PROVIDED BY OPERATING ACTIVITIES		18,351			1,778
Cash flows from investing activities:
Purchase of property and equipment		(4516,~~960~~354	)		(3014,~~803~~620	)
Business and asset acquisitions, net of acquired cash		—			19
Proceeds of insurance settlement related to property and equipment		350			—
Purchase of short-term investments		(233,~~540~~335	)		—(14,677	)
NET CASH USED IN INVESTING ACTIVITIES		(69,500	)		(30,784	)
Proceeds from the sale of short-term investments		14,236			—
NET CASH USED IN INVESTING ACTIVITIES		(5,103	)		(29,297	)
Cash flows from financing activities:
Principal payments on long-term debt		(323,~~029~~649	)		(632,~~726~~331	)
Principal payments on capital leases		(~~279~~98	)		—(89	)
Proceeds from issuance of long-term debt, net of issuance costs		—			1,358
Payment of long-term debt issuance costs, net of proceeds		(1,009	)		—
Payment of interest rate cap		(~~1,248~~416	)		—(416	)
Capital contribution resulting from issuance of restricted parent company common stock		—			11,850
NET CASH USED IN FINANCING ACTIVITIES		(5,172	)		(32,836	)
Capital contribution resulting from exercise of parent company stock options		787			—
Effect of change in exchange rates on cash and cash equivalents		(9,439	)		2,223
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES		(32,769	)		6,482
NET DECREASE IN CASH AND CASH EQUIVALENTS		(1,363	)		(58,132	)
Effect of change in exchange rates on cash and cash equivalents		3,457			(1,385	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		224,597			262,152
NET INCREASE IN CASH AND CASH EQUIVALENTS		3,657			93,487
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	223,234		$	204,020
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		262,152			123,704
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	265,809		$	217,191

The accompanying notes are an integral part of these condensed consolidated financial statements.

INTERACTIVE DATA CORPORATION AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Nature of the Business

Interactive Data Corporation and Subsidiaries (the “Company”) is a leading provider of financial market data, analytics and related solutions. ~~Thousands~~that are used extensively by thousands of financial institutions, as well as hundreds of software and service providers ~~subscribe to the Company’s services~~. The Company is one of the world’s largest providers of financial data, serving the mutual fund, bank, asset management, hedge fund, securities and financial instrument processing and administration sectors. The Company distributes its ~~financial~~ data and related offerings directly to customers and indirectly through value-added ~~resellers~~ resellers (“VARs”), including software providers, processors and custodians.

The Company is wholly owned by Igloo Intermediate Corporation (“Intermediate”), which is wholly owned by Igloo Holdings Corporation (“Holdings”). Holdings is owned by investment funds affiliated with, and a co-investment vehicle controlled by, Silver Lake Group, LLC and Warburg Pincus LLC (the “Sponsors”).

2. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared pursuant to the rules of the Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and Article 10 of Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by United States generally accepted accounting principles, and while the Company believes that the disclosures presented are adequate to make the information presented not misleading, these financial statements should be read in conjunction with the ~~audited~~ audited financial statements and related notes included in the Company’s ~~2011~~2012 Annual Report on Form 10-K. In the opinion of management, the accompanying unaudited condensed consolidated financial statements and notes contain all adjustments, ~~consisting~~ consisting of normal recurring accruals, considered necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows at the dates and for the periods indicated. The operating results for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2012~~2013 are not necessarily indicative of the results to be expected for the full year ending December 31, ~~2012~~2013.

3. Stock-Based Compensation

Employee Stock Option Plan

On August 4, 2010, Holdings adopted its 2010 Stock Incentive Plan (the “Plan”). The Plan, as amended on September 15, 2010, and January 5, 2011, reserves 135.4 million shares of Holdings Common Stock (subject to adjustment for certain corporate transactions) for issuances of stock-based awards to the Company’s employees and other service providers as well as employees and service providers of any other direct or indirect subsidiaries of Holdings. The Plan provides Holdings with the ability to grant stock options, restricted stock awards, and other equity-based incentive awards as a means of providing long-term incentive compensation. Shares of Holdings Common Stock acquired pursuant to awards granted under the Plan will be subject to certain transfer restrictions and repurchase rights set forth in the Plan.

Stock-based Compensation Expense and Valuation Assumptions

For the three- ~~and~~months ~~nine-month periods~~ ended ~~September~~ March 3031, ~~2012~~2013 and ~~2011~~2012, the Company recognized stock-based compensation expense as follows (in thousands):

Three MonthsEndedSeptember 30,2012(a)

Three MonthsEndedSeptember 30,2011

Nine MonthsEndedSeptember 30,2012(a)

Nine MonthsEndedSeptember 30,2011

Three Months EndedMarch 31, 2013

Three Months EndedMarch 31, 2012

Cost of services

~~277~~388

~~490~~269

~~836~~

~~1,290~~

Selling, general and administrative

~~598~~1,972

~~462~~562

~~1,744~~

~~1,450~~

Stock-based compensation expense before income taxes

875

952

2,580

2,740

Stock-based compensation expense before income taxes (a)

2,360

831

Income tax benefit

~~157~~1,003

~~362~~322

~~970~~

~~1,045~~

Stock-based compensation expense after income taxes

~~718~~1,357

~~590~~509

~~1,610~~

~~1,695~~

(a) During the three ~~and nine~~ months ended ~~September~~March 3031, ~~2012~~2013, total stock compensation expense before income taxes was $12.16 million ~~and $3.2 million, respectively,~~ prior to the capitalization of $0.2 million ~~and $0.6 million, respectively,~~ as part of ongoing development initiatives.

~~During~~There ~~the nine months ended September 30, 2012, there~~ were no excess tax benefits related to the exercise of stock options. ~~There~~in ~~were~~either nothe ~~excess~~quarter ~~tax~~ended ~~benefits~~March 31, 2013 ~~realized~~or ~~for~~ the ~~nine~~quarter ~~month period~~ ended ~~September~~March 3031, ~~2011 as no stock-related activity that would result in an excess benefit occurred~~2012.

Assumptions and Fair Values

The Company estimated the fair value of stock options granted with service-based conditions on the date of grant using a Black-Scholes model. The Company estimated the fair value of stock options granted with performance-based or market-based vesting conditions on the date of grant using the Monte Carlo Simulation ~~model~~approach. Key assumptions used in estimating the grant date fair value of options are as follows: the fair value of Holdings Common Stock, interest yield, expected volatility, risk-free interest rate, expected term and forfeiture rate.

Stock options with performance-based or market-based vesting conditions generally become exercisable based on the occurrence of a liquidity event that results in specified returns on the Sponsors’ investment. For awards with market-based and performance-based vesting conditions, the Company must also evaluate a range of possible future stock values to construct a distribution of where future stock prices might be. The simulations and resulting distributions will give a statistically acceptable range of future stock prices for awards with market-based or performance-based conditions.

For stock options with performance-based or market-based vesting conditions such as a change in control or a public offering of Holdings Common Stock, the Company considers the probability of the condition being achieved and, in the case of a market condition, considers a derived service period when determining expected term. For awards with service based vesting conditions, the expected term is based on when employees are expected to exercise awards based on the period of vesting and the timing of a ~~Holdings~~potential change in control or a public offering ~~of Holdings Common Stock~~.

As Holdings Common Stock is not traded on any public market, the Company reviews the unlevered historical and implied volatility of peer companies within the Company’s industry and utilizes the resulting implied volatility, adjusted for the Company’s debt structure, to calculate the fair value of the options. The determined risk-free interest rate is based on the yield for a U.S. Treasury security having a maturity similar to the expected life of the option. The assumed forfeiture rate is determined based on historical forfeiture data as well as future expectations. The dividend yield and estimated time to complete a liquidity event are based on management’s judgment with input from the Company’s Board of Directors.

For share-based awards granted during the three-month period ended March 31, 2013, the Board of Directors of the Company valued Holdings Common Stock at $1.00 per share. This share price was based on the results of a valuation analysis performed as of December 19, 2012, which valued Holdings Common Stock on a non-marketable, minority interest basis. The valuation process undertaken used generally accepted valuation methodologies to perform the valuation of Holdings Common Stock using both the income (discounted cash flows methodology) and market (guideline-company and comparable transaction methodologies) approaches. A lack of

INTERACTIVE DATA CORPORATION AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As marketability ~~Holdings~~discount ~~Common~~derived ~~Stock~~from isempirical ~~not~~studies ~~traded~~and ontheoretical ~~any~~models ~~public~~was ~~market,~~then ~~the~~applied ~~Company~~to ~~reviews~~ the ~~unlevered~~ ~~historical~~resulting ~~and~~share ~~implied~~price ~~volatility~~to ofarrive ~~peer~~at ~~companies within~~ the ~~Company’s~~final ~~industry~~share ~~and~~price ~~utilizes~~used ~~the~~for ~~resulting~~determining ~~implied~~compensation cost ~~volatility,~~related ~~adjusted~~to ~~for~~share-based ~~the~~awards ~~Company’s~~issued ~~debt~~during ~~structure,~~the toperiods ~~calculate~~as ~~the~~identified. ~~fair~~The ~~value~~Company’s Board of ~~the~~Directors ~~options. The~~ determined ~~risk-free~~that ~~interest~~there ~~rate~~were isno ~~based~~indicators present on the ~~yield~~date ~~for~~of athe ~~U.S.~~grants, ~~Treasury~~or ~~security~~any ~~having~~time aleading ~~maturity~~up ~~similar~~ to the ~~expected~~date ~~life~~ of the ~~option.~~grants, ~~The~~that suggested ~~assumed~~that ~~forfeiture~~the ~~rate~~fair ismarket ~~determined~~value ~~based~~(“FMV”) onof ~~historical forfeiture data as well as future expectations~~$1.00 ~~The~~per ~~dividend~~share ~~yield~~was ~~and~~not ~~estimated time to complete a liquidity event are based on management’s judgment with input from the Company’s Board of Directors~~reasonable.

~~For~~The Company recognizes share-based ~~awards~~compensation ~~granted~~expense ~~during~~net ~~the~~of ~~three-month~~estimated ~~periods~~forfeitures ~~ended March 31, 2012~~ and ~~June 30~~, ~~2012~~therefore, ~~the~~only ~~Board~~recognizes ofcompensation ~~Directors~~cost ~~of the~~for ~~Company~~those ~~valued~~awards ~~Holdings~~expected ~~Common~~to ~~Stock~~vest atover ~~$1.15 and $1.18 per share, respectively. There were no share-based awards granted during~~ the ~~three-month~~service period ~~ended~~of ~~September 30,~~the ~~2012~~awards. ~~These~~The ~~share~~Company ~~prices~~has ~~were~~applied ~~based on the results of~~ a ~~valuation analysis~~forfeiture ~~performed~~rate as of ~~December 31,~~7% ~~2011 and April 30, 2012, respectively, which valued Holdings Common Stock on a~~ for non-~~marketable,~~executive ~~minority~~employees ~~interest~~who ~~basis.~~received ~~The~~grants ~~valuation process undertaken used generally accepted valuation methodologies to perform the valuation~~ of ~~Holdings~~less ~~Common~~than ~~Stock~~1.0 million ~~using~~shares ~~both~~and ~~the~~0% ~~income~~for ~~(discounted~~executives ~~cash flows methodology)~~ and ~~market (guideline~~non-~~company~~executive ~~and~~employees ~~comparable~~who ~~transaction~~received ~~methodologies)~~grants ~~approaches.~~in Aexcess ~~lack~~ of ~~marketability~~1.0 million ~~discount~~shares, ~~derived from empirical studies and theoretical models was then applied~~ to ~~the~~all ~~resulting~~unvested ~~share~~options ~~price to arrive at the final share price used for determining compensation cost related to share-based awards. A similar valuation process was undertaken~~ as of ~~August~~March 31, 2013. This ~~2012~~estimate ~~that~~is ~~returned~~re-evaluated aperiodically ~~per~~to ~~share~~determine ~~value~~if ofan ~~Holdings~~adjustment ~~Common~~to ~~Stock~~the offorfeiture ~~$1.19~~assumptions ~~per~~is ~~share~~deemed necessary.

~~The Company recognizes share-based~~No ~~compensation~~ expense ~~net~~was ofrecognized ~~estimated~~during ~~forfeitures and, therefore, only recognizes compensation cost for those awards expected to vest over~~ the ~~service~~three-month ~~period~~periods ofended ~~the~~March 31, ~~awards.~~2013 ~~The~~or ~~Company~~2012, ~~has~~for ~~applied~~options awith ~~forfeiture~~market-based ~~rate~~and ~~of 7% for non~~performance-~~executive~~based ~~employees who~~vesting ~~received grants of less than 1~~features.~~0 million~~ ~~shares~~These ~~and~~options 0%become ~~for~~exercisable ~~executives~~on ~~and~~a ~~non-executive~~change ~~employees who received grants~~ in ~~excess~~control ofor ~~1.0 million~~public ~~shares,~~offering ~~to all unvested options as~~ of ~~September 30,~~Holdings Common ~~2012~~Stock. ~~This~~Compensation ~~estimate~~expense isassociated ~~re-evaluated periodically~~with ~~and~~these ~~the~~awards ~~forfeiture~~will ~~rate~~be isrecognized ~~adjusted~~upon assuch ~~necessary~~an event.

NoCertain ~~expense~~stock ~~was~~options held ~~recognized~~by ~~during~~executives ~~the~~are ~~three-~~subject orto ~~nine-month periods~~call ~~ended~~rights. ~~September 30~~The call rights permit Holdings to purchase, ~~2012~~at orits ~~2011~~discretion, ~~for~~any ~~options~~shares ~~with~~exercised under these option awards at a per share price equal to the lower of the option exercise price or the fair market~~-based~~ value ~~and~~if ~~performance-based~~the ~~vesting~~executive ~~features~~voluntarily terminates his employment. These ~~options~~call ~~become~~rights ~~exercisable~~lapse on a change in control or public offering of Holdings Common Stock. ~~Compensation expense associated with these awards will be recognized upon such an event.~~

~~Furthermore,~~The ~~certain~~fair ~~executive~~value ~~options~~of ~~are~~stock ~~subject~~options togranted ~~call~~during ~~rights exercisable~~the byquarter ~~the~~ended ~~Company~~March 31, ~~which~~2013 ~~allow~~under the ~~Company~~Holdings to2010 ~~call~~Stock ~~any~~Incentive ~~shares~~Plan ~~exercised~~(the ~~under~~“Plan”) ~~these~~was ~~option~~estimated ~~awards~~as atof the ~~lower~~grant ofdate ~~exercise~~using ~~price or fair value if~~ the ~~executive~~Black Scholes ~~voluntarily~~model ~~terminates~~for ~~his~~service-based ~~employment.~~options ~~These~~or ~~call~~Monte ~~rights~~Carlo ~~lapse~~simulation onmodel afor ~~change~~awards ~~in control~~with orperformance-based ~~public~~and ~~offering~~market-based ofconditions, ~~Holdings~~with ~~Common~~the ~~Stock.~~following assumptions:

The fair value of stock options granted during the nine months ended September 30, 2012 and 2011 under the Plan was estimated as of the grant-date using the Black Scholes model for service based options or Monte Carlo simulation model for awards with performance-based and market-based conditions, with the following assumptions:


	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012
Risk free interest rate		1.1	%		1.3	%
Expected term (in years)		5.8			6.1
Weighted average expected volatility		91.3	%		82.2	%
Expected dividend yield		0.0	%		0.0	%
Fair value of underlying Holdings shares	$	1.00		$	1.15

	Nine Months Ended			Nine Months Ended
	September 30, 2012			September 30, 2011
Risk free interest rate		1.2	%		2.5	%
Expected term (in years)		6.1			6.2
Weighted average expected volatility		81.0	%		79.5	%
Expected dividend yield		0.0	%		0.0	%
Weighted average fair value of underlying Holdings shares	$	1.17		$	1.01

The weighted average grant-date fair value of options granted under the Plan for the quarter ended March 31, 2013 and 2012 was $0.51 and $0.61, respectively.

The ~~weighted~~expected ~~average~~term ~~grant-date fair value~~ of options granted under the Plan ~~for~~represents a weighted average term derived from the ~~nine~~Monte ~~months~~Carlo ~~ended September 30,~~simulation ~~2012~~models used for each performance-based and ~~2011~~market-based ~~was~~award ~~$0.60~~and the service period and, ~~$0.56~~to the extent established or known, ~~respectively~~the potential timing of a change in control or initial public offering for awards which vest based on service conditions.

~~The~~Holdings ~~expected~~2012 ~~term~~Recapitalization of options granted under the Plan represents a weighted average term derived from the Monte Carlo Simulation models used for each performance-based and market-based award and the service period and, to the extent established or known, the potential timing of a change in control or initial public offering for awards which vest based on service conditions.

~~Total~~As ~~unrecognized~~disclosed ~~compensation~~in ~~expense~~the ~~related~~Company’s ~~to stock-based~~Annual ~~awards~~report ~~and~~on ~~restricted~~Form ~~stock~~10-K atfor ~~September~~the year ended December 3031, 2012, isin ~~$86.1~~connection ~~million,~~with ~~net~~the ofHoldings recapitalization ~~forfeitures.~~transaction Ofundertaken ~~this~~in ~~amount~~December 2012, ~~$61.9~~holders ~~million~~of ~~relates~~options to ~~unvested~~purchase ~~employee~~shares ~~stock~~of ~~option~~Holdings ~~awards~~Common ~~issued~~Stock ~~under the Plan~~ with ~~$12.6 million relating to awards that become exercisable based on~~ service-based vesting conditions, ~~and~~received ~~$49.3~~a ~~million~~cash ~~relating~~distribution toon ~~awards that vest upon~~ the ~~occurrence~~date of ~~performance~~the ~~conditions~~recapitalization (afor ~~change~~any inoptions ~~control~~that were orvested aand ~~public~~unexercised ~~offering~~at ofthat ~~Holdings~~date. ~~Common~~In ~~Stock~~addition, ~~and~~these ~~achievement~~holders ofwill ~~specified returns~~receive onadditional ~~the~~cash ~~Sponsors’~~distributions ~~investment).~~prospectively ~~Compensation~~as ~~expense~~any ~~for~~outstanding ~~service-based~~and ~~vesting~~unvested ~~awards~~options ~~will~~as beof ~~recognized~~the ~~over~~date anof ~~implicit~~the ~~and/or~~recapitalization ~~explicit~~transaction ~~weighted~~subsequently ~~average~~vest. ~~service~~The ~~period~~Company intends ofto ~~3.2~~calculate ~~years~~ and ~~compensation~~pay ~~expense~~these ~~for~~subsequent ~~performance-based~~cash ~~vesting awards~~distributions ~~will~~on bea ~~recognized~~quarterly ~~upon~~basis to the ~~occurrence~~qualified holders of asuch ~~performance condition~~options. ~~The~~During ~~remaining~~the ~~$24.2~~quarter ~~million~~ended ofMarch 31, ~~unrecognized~~2013, ~~compensation~~the ~~expense~~Company ~~relates~~recorded ~~to shares of Holdings restricted~~ stock ~~held~~compensation byexpense ~~certain~~of ~~executives~~$1.5 ~~Compensation~~million ~~expense~~related ~~for these~~to ~~shares~~options ofthat ~~Holdings~~vested ~~restricted~~during ~~stock~~the ~~will~~period befrom ~~recognized~~December 19, ~~upon~~2012 athrough ~~Holdings~~March 31, ~~change in control or public offering of Holdings Common Stock~~2013.

Stock-based Award Activity

A summary of the status and activity for stock option awards under the Plan for the quarter ended March 31, 2013 is presented below:


	Number of Options			Weighted Average Exercise Price			Weighted Average Remaining Contractual Term (in years)
	(in thousands, except per share data)
Outstanding at December 31, 2012		127,837		$	0.82			7.9
Granted		1,560			1.00
Exercised		(468	)		(1.00	)
Forfeited		(637	)		(0.93	)
Expired		—			—

Outstanding at March 31, 2013		128,292		$	0.83			7.7

Vested and unvested expected to vest at March 31, 2013		124,898		$	0.82			7.7
Exercisable at March 31, 2013		16,453		$	1.01			7.7

INTERACTIVE DATA CORPORATION AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~Stock-based~~A ~~Award~~summary ~~Activity~~of the status and activity for restricted stock for the quarter ended March 31, 2013 is presented below:

A summary of the status and activity for stock option awards under the Plan for the nine months ended September 30, 2012, is presented below:


	Number of Shares		Weighted Average Grant Date Fair Value (Per Share)		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
	(in thousands, except per share data)
Unvested at December 31, 2012	$	36,850	$	0.66		N/A		—
Granted		—		—
Vested		—		—
Forfeited		—		—
Cancelled		—		—

Unvested at March 31, 2013	$	36,850	$	0.66		N/A		—

	NumberofOptions			WeightedAverageExercise Price			WeightedAverageRemainingContractualTerm(in years)		AggregateIntrinsic Value
	(in thousands, except per share data)
Outstanding at December 31, 2011		126,578		$	1.00
Granted		3,150			1.17
Exercised		(787	)		(1.00	)
Forfeited		(1,259	)		(1.00	)
Expired		—			—
Outstanding at September 30, 2012		127,682		$	1.01			8.1	$	—
Vested and unvested expected to vest at September 30, 2012		124,815		$	1.01			8.1	$	—
Exercisable at September 30, 2012		13,194		$	1.00			8.1	$	—

The value of restricted stock was determined using methods similar to those used for options.

ARestricted ~~summary~~Stock ofLiability ~~the status and activity for restricted stock units under the Plan for the nine months ended September 30, 2012, is presented below:~~

	NumberofUnits		WeightedAverageGrant DateFair Value(Per Share)		WeightedAverageRemainingContractualTerm(in years)		AggregateIntrinsic Value
	(in thousands, except per share data)
Unvested at December 31, 2011		36,850	$	0.66		N/A
Granted		—		—
Vested		—		—
Forfeited		—		—
Cancelled		—		—
Unvested at September 30, 2012		36,850	$	0.66		N/A		—

Certain executives have purchased or been granted an aggregate of 36.9 million shares of Holdings Common Stock for one dollar ($1.00) per share. These shares are subject to certain transfer restrictions and repurchase rights that allow the Company, in certain circumstances where the holder’s employment is terminated, to repurchase the shares from the holder at the lower of cost or fair market value. Furthermore, due to these repurchase features, 34.5 million of these share purchases are treated as early exercises of stock options for accounting purposes, assigned a grant-date fair value and recorded as a restricted stock liability. The repurchase rights lapse on a change in control or public offering of Holdings, at which point compensation expense associated with these awards, will be recognized. The remaining 2.4 million of these shares affords the holder contingent put rights which would require the Company to repurchase the shares at fair value in the event the individual is terminated without cause or resigns for reasons considered acceptable in the share purchase agreement. The accounting for these contingent repurchase rights requires that the proceeds from these share purchases be presented outside of stockholders’ equity. As a result of these repurchase features, the Company has recorded the $36.9 million in proceeds that Holdings received for these shares in Other liabilities on the Company’s Condensed Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012.

~~Restricted~~Unrecognized Compensation ~~Stock~~Expense ~~Liabilities and Other Shares Subject to Repurchase~~

~~Certain~~Total ~~executives~~unrecognized ~~have~~compensation ~~purchased~~expense related to stock based awards at March 31, 2013 was $76.8 million comprised of unrecognized compensation expense, net of forfeitures. Of this amount, $46.5 million related to Holdings’ non-vested employee stock option plan, of which $11.3 million related to awards which become exercisable based on service based vesting conditions that will be recognized over an ~~aggregate~~implicit and/or explicit weighted average service period of 362.9 8 years and $35.2 million ~~shares~~of unrecognized compensation expense related to stock option awards that vest upon meeting certain performance conditions (a change in control or a public offering of Holdings ~~Common~~common ~~Stock~~stock). Compensation expense for these awards will be recognized upon attainment of a performance condition. Of the remaining $130.003 ~~per~~million ~~share~~of unrecognized compensation expense, $25.3 million relates to Holdings restricted stock and $5.0 million relates to unpaid cash distributions on unvested options resulting from the Holdings 2012 recapitalization transaction discussed above. Compensation expense for Holdings restricted stock will be recognized upon a change in control or public offering of Holdings Common Stock, and compensation expense related to the Holdings 2012 recapitalization transaction will be recognized as the associated options vest.

~~Approximately 34~~4.~~5 million~~ ~~of these shares are subject to certain transfer restrictions and repurchase rights that allow Holdings~~Cash, in ~~certain~~Cash ~~circumstances~~Equivalents where the holder’s employment is terminated, to repurchase the shares from the holder at the lower of cost or fair market value. Due to these repurchase features, these share purchases are treated as early exercises of stock options for accounting purposes and ~~are assigned a grant~~Short-~~date~~Term ~~fair~~Investments value. The repurchase rights lapse on a change in control or public offering of Holdings Common Stock, at which point compensation expense associated with these awards, will be recognized. Furthermore, as result of the repurchase features, the Company has determined the proceeds Holdings received for these shares should be recorded as a restricted stock liability. The proceeds received by Holdings for these shares were contributed to the Company as a capital contribution. The remaining 2.4 million shares are subject to certain contingent repurchase rights held by the shareholder providing the ability to require Holdings to repurchase the shares in the event of termination from the Company without cause. The Company has determined the proceeds Holdings received for these option exercises did not qualify for permanent equity classification and have been recorded along with restricted stock liabilities within other liabilities on the Company’s Condensed Consolidated Balance Sheets as of September 30, 2012 and December 31, 2011.

4. Cash, ~~Cash~~and ~~Equivalents~~cash equivalents consist primarily of cash deposits held at major financial institutions and ~~Short-term~~money ~~Investments~~market fund investments. The Company considers all liquid investments with original maturities of less than three months to be cash equivalents.

~~Cash~~During ~~and~~the ~~cash~~three ~~equivalents~~months ~~consist~~ended ~~primarily~~March 31, of2013, ~~cash~~the ~~deposits~~Company ~~held~~received atproceeds ~~financial~~totaling ~~institutions~~$14.2 ~~and~~million ~~money~~from ~~market~~the ~~fund accounts.~~sale ~~The~~of ~~Company~~certain ~~considers~~short-term ~~all liquid~~ investments ~~with~~that ~~original~~were ~~maturities~~held as of ~~less~~December 31, ~~than three months to be cash equivalents~~2012.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013, the Company entered into an additional short-term ~~investments~~investment with a total value of $233.63 million asat ~~of September~~March 3031, ~~2012~~2013. ~~These~~Inclusive ~~investments~~of ~~include~~this anew ~~$9.1 million~~short-term ~~interest~~investment, ~~bearing~~the Company’s total balance of short-term ~~deposit~~investments ~~and~~was $1412.57 million inat ~~U.S.~~March 31, ~~Treasury~~2013, ~~Bills.~~which ~~The~~was ~~Company~~composed ~~has~~of ~~classified~~interest ~~the~~bearing ~~U.S.~~term ~~Treasury~~deposits ~~Bills~~with maturities asof ~~available-for-sale~~six ~~and~~months ~~any~~to ~~changes~~one inyear, ~~value~~all ~~are~~of ~~being~~which ~~recorded~~have inbeen ~~accumulated~~classified ~~other~~as ~~comprehensive~~held ~~income~~to ~~until realized~~maturity. ~~Both~~Interest ofreceived on these term deposits is recorded as interest income. These investments are recorded in Short-term investments on the Company’s ~~Condensed~~ Consolidated Balance Sheet at ~~September~~March 3031, ~~2012~~2013.

5. Fair Value Measurements

The fair value hierarchy prioritizes the inputs used to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. Observable inputs are inputs that reflect the assumptions that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

The three levels of the fair value hierarchy in order of priority are as follows:


Level 1:		Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3:		Unobservable inputs that reflect the Company’s assumptions about the assumptions that market participants would use in pricing the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available.

INTERACTIVE DATA CORPORATION AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following tables provide a summary of the fair values of the Company’s assets and liabilities as of ~~September~~March 3031, ~~2012~~2013:

	September 30, 2012
	March 31, 2013
	Fair Value Measurements Using						Assets atatFair Value
(in thousands)	Level 1		Level 2		Level 3		~~Fair Value~~
Assets:
Cash and Cash Equivalents	$	~~265~~223,~~809~~234	$	—	$	—	$	~~265~~223,~~809~~234
Short Term Investments		2312,~~594~~702		—		—		2312,~~594~~702
Other (1)		31,~~241~~734		—		—		31,~~241~~734
Interest Rate Cap—Derivative (2)		—		49		—		49
Interest Rate Cap – Derivative (2)		—		16		—		16
Total Assets	$	~~292~~237,~~644~~670	$	4916	$	—	$	~~292~~237,~~693~~686
	September 30, 2012
	Fair Value Measurements Using						Liabilities at
(in thousands)	Level 1		Level 2		Level 3		Fair Value
Liabilities:
Other (1)	$	3,241	$	—	$	—	$	3,241
Contingent Consideration (3)		—		—		4,800		4,800
Total Liabilities	$	3,241	$	—	$	4,800	$	8,041


	March 31, 2013
	Fair Value Measurements Using						Liabilities at Fair Value
(in thousands)	Level 1		Level 2		Level 3		Liabilities at Fair Value
Liabilities:
Other (1)	$	1,734	$	—	$	—	$	1,734
Contingent Consideration (3)		4,671		—		—		4,671

Total Liabilities	$	6,405	$	—	$	—	$	6,405

(1)

Consists of mutual fund assets held in a rabbi trust included in Prepaid expenses and other current assets, and a corresponding non-qualified deferred compensation plan liability included in Accrued liabilities on the Company’s Condensed Consolidated Balance Sheet. The fair value of the mutual fund assets and related liability are based on each fund’s quoted market price at the reporting date.

(2) The estimated fair values of the Company’s derivative instruments are based on market prices obtained from an independent third party valuation specialist. Such quotes represent the estimated amounts the Company would receive or pay to terminate the contracts. Derivative instruments are included in the Other assets, Accrued liabilities and Other liabilities on the Company’s Condensed Consolidated Balance Sheet at ~~September~~March 3031, ~~2012~~2013. Refer to Note 14, “Derivatives,” below for further discussion and information.

(3) Represents the estimated fair value of the additional contingent consideration (“Earn-Out”) liability related to the Company’s January 2010 acquisition of the assets of 7ticks, LLC, recorded in Accrued liabilities on the Condensed Consolidated Balance Sheet at ~~September~~March ~~30, 2012 and recorded in Other liabilities at December~~ 31, ~~2011~~2013. ~~The~~This ~~Company~~amount ~~determines~~represents the ~~ongoing~~final ~~estimated~~payment ~~fair~~due ~~value~~under ~~for~~ the Earn-Out byclause ~~applying a present value calculation~~ of ~~probable~~the ~~revenue~~purchase ~~streams.~~agreement ~~Certain~~and ~~assumptions~~is ~~are~~deemed ~~used~~to inapproximate ~~determining~~its fair value, ~~including~~as ~~revenue~~it ~~growth~~was ~~rates~~calculated ~~and~~using ~~discount~~observable ~~rates~~inputs. ~~Changes~~The infinal ~~these~~amount ~~assumptions~~was ~~would~~paid ~~impact the fair value of the Earn-Out. For more information on the Earn-Out, refer to Note 4~~ in ~~the~~April ~~Notes to the Consolidated Financial Statements in Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011~~2013.

The ~~following~~Company ~~table~~currently ~~presents~~invests aexcess ~~reconciliation~~cash ofbalances ~~all~~primarily ~~liabilities measured~~in cash deposits held at ~~fair~~financial ~~value~~institutions, onmoney market afund ~~recurring~~accounts ~~basis~~and ~~using~~other ~~significant~~forms ~~unobservable~~of ~~inputs~~short ~~(Level~~term 3)investments. ~~for~~The carrying amounts of cash deposits, trade receivables, trade payables and accrued liabilities, as reported on the ~~nine~~Condensed ~~months~~Consolidated ~~ended~~Balance ~~September~~Sheets as of March 3031, 2013 and December 31, 2012, ~~(in~~approximate ~~thousands):~~their fair value because of the short maturity of those instruments.

	Earn-Out
Balance, December 31, 2011	$	5,100
Decrease in fair market value		(300	)
Transfers in/out of Level 3		—
Balance, September 30, 2012	$	4,800

The Company currently invests excess cash balances primarily in cash deposits held at financial institutions, money market fund accounts and other forms of short-term investments. The carrying amounts of cash deposits, trade receivables, trade payables and accrued liabilities, as reported on the Condensed Consolidated Balance Sheets as of September 30, 2012 and December 31, 2011, approximate their fair value because of the short maturity of those instruments.


	March 31, 2013
(in thousands)	Carrying Value (1)		Fair Value
Senior Notes due 2018	$	700,000	$	801,367

~~The~~(1) ~~following~~Excludes ~~tables~~original ~~provide~~issue ~~a summary of the carrying values and fair values of the Company’s financial instruments not recorded at fair value in the Company’s Condensed Consolidated Balance Sheet as of September 30, 2012:~~ discount.

	September 30, 2012
(in thousands)	Carrying Value		Fair Value
Senior Notes due 2018	$	700,000	$	791,500

The fair value of the Company’s Senior Notes due 2018 is based on market-based information available from public sources representing a Level 1 valuation.

6. Segment Information

The Company operates in two reportable operating segments: Pricing and Reference Data and Trading Solutions. The Company provides financial market data, analytics and related services to financial institutions and active traders and investment community professionals worldwide.

Pricing and Reference Data

The Pricing and Reference Data segment provides an extensive range of financial market data services and analytics to customers worldwide including banks, brokerage firms, mutual fund companies, exchange traded funds (“ETF”) sponsors, hedge funds, pension funds, insurance companies and asset management firms. In addition, Pricing and Reference Data offerings are also used by financial information providers, information media companies, and VARs such as software providers, processors, custodians and other outsourcing organizations. The Pricing and Reference Data Segment has three core offerings: 1) Evaluated pricing services, which are daily opinions of value, on approximately 2.8 million fixed income securities, international equities and other hard-to-value financial instruments; and 2) Reference data, which encompasses listed markets pricing and descriptive information covering over ten million global financial instruments for use across the securities and financial instrument processing lifecycle; and 3) Fixed income portfolio analytics and fixed income data to help manage risks and analyze the sources of risk and return.

INTERACTIVE DATA CORPORATION AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The carrying value of borrowings outstanding on the Company’s Senior Secured Credit Facilities bear interest at a variable rate and are considered to approximate fair value. The carrying value of the Company’s Senior Notes due 2018 bear interest at a fixed rate and differ from their fair value. The fair value of the Company’s Senior Notes due 2018 is based on market-based information available from public sources representing a Level 1 valuation.

6. Segment Information

The Company operates in two reportable operating segments: Pricing and Reference Data and Trading Solutions. The Company changed its reportable segments effective for the fourth quarter of 2011 in response to operational and organizational initiatives undertaken during the preceding year and completed in the fourth quarter of 2011. The changes reflect the way the Company and its Chief Operating Decision Maker (“CODM”) approach the market and analyze operating performance. The descriptions of the resulting reportable segments are included below and all financial information presented herein related to the resulting reportable segments has been presented retrospectively as though these segments existed as of the earliest period presented.

Pricing and Reference Data

The Pricing and Reference Data segment provides an extensive range of financial market data services and analytics to customers worldwide including banks, brokerage firms, mutual fund companies, exchange traded fund (“ETF”) sponsors, hedge funds, pension funds, insurance companies and asset management firms. In addition, Pricing and Reference Data offerings are also used by financial information providers, information media companies, and value-added resellers (“VARs”) such as software providers, processors, custodians and other outsourcing organizations. The Pricing and Reference Data Segment has three core offerings: 1) Evaluated pricing services, which are daily opinions of value, on approximately 2.8 million fixed income securities, international equities and other hard-to-value financial instruments; 2) Reference data, which encompasses listed markets pricing and descriptive information covering over ten million global financial instruments for use across the securities and financial instrument processing lifecycle; and 3) Fixed income portfolio analytics, management tools, and fixed income data to help manage risks and analyze the sources of investment risk and return.

Trading Solutions

The Trading Solutions segment provides customers worldwide with services that support a range of trading, wealth management and other investment applications. The Trading Solutions segment has two primary offerings: 1) Real-time market data feeds and trading infrastructure managed services used by banks, brokerage firms, asset managers, hedge funds and proprietary trading firms in order to facilitate low latency electronic trading as well as support other ~~systems~~applications (e.g. portfolio pricing, risk and ~~applications~~compliance); and 2) Customized hosted web applications and workstations that are used by financial advisors, energy and commodity professionals, active traders and individual investors, other investment community professionals, ~~and~~information amedia ~~range~~companies ofand ~~corporate clients~~corporations.

The Company evaluates its segments on the basis of revenue and income (loss) from operations. For comparative purposes, we have provided the information for the three months ended March 31, 2013 and 2012.

Reportable segment financial information is as follows (in thousands):

	Three MonthsEnded			Three MonthsEnded			Nine MonthsEnded			Nine MonthsEnded
	Three Months EndedMarch 31, 2013			Three Months EndedMarch 31, 2012
	September 30,2012			September 30,2011			September 30,2012			September 30,2011
Revenue (a):
Revenue (a):
Pricing and Reference Data	$	157,476		$	149,660
Pricing and Reference Data	$	153,189		$	149,326		$	457,186		$	441,230
Trading Solutions		66,028			66,872
Trading Solutions		64,884			68,524			198,662			204,420
Total	$	223,504		$	216,532
Total	$	218,073		$	217,850		$	655,848		$	645,650
Income from operations (b):
Income from operations (b):
Pricing and Reference Data	$	90,929		$	80,441
Pricing and Reference Data	$	86,781		$	83,220		$	253,608		$	247,240
Trading Solutions		10,755			9,937
Trading Solutions		9,876			12,888			30,019			34,319
Corporate and unallocated (c)		(58,279	)		(61,329	)
Corporate and unallocated (c)		(59,929	)		(65,333	)		(179,548	)		(213,076	)
Total	$	43,405		$	29,049
Total	$	36,728		$	30,775		$	104,079		$	68,483

Reportable segment financial information for identifiable assets by reportable segment is as follows (in thousands):

	As of		As of
	Three Months EndedMarch 31, 2013		Year EndedDecember 31, 2012
	September 30,2012		December 31,2011
Identifiable assets by reportable segment:
Pricing and Reference Data	$	3,~~531~~403,~~474~~547	$	3,~~602~~447,~~492~~044
Trading Solutions		~~326~~315,~~613~~704		~~339~~330,~~965~~441
Corporate and unallocated (d)		~~186~~167,~~949~~773		~~151~~184,~~214~~823
Total	$	43,~~045~~887,~~036~~024	$	43,~~093~~962,~~671~~308

The following table reconciles income from operations to loss before income taxes (in thousands):


	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012
Income from operations (b):	$	43,405		$	29,049
Interest expense, net		(35,209	)		(37,824	)
Other income, net		333			247
Loss on extinguishment of debt		(10,213	)		—

Loss before income taxes	$	(1,684	)	$	(8,528	)

(a)	Revenue is net of any inter-segment revenue and, therefore, represents only revenue from external customers.

(b)	Income from operations or the Segment profit (loss) measure reviewed by the chief operating decision maker equals income from continuing operations before interest income, income taxes and, for the quarter ended March 31, 2013, loss on extinguishment of debt.

(c)

Corporate and unallocated loss from operations includes costs and expenses related to corporate, general and administrative activities in the U.S. and the U.K., stock-based compensation, costs associated with the Company’s Boxborough data center and all intangible asset amortization for the Company.

(d)	All Goodwill and Intangible assets have been allocated to the two reportable segments.

INTERACTIVE DATA CORPORATION AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Reconciliation of income from operations to loss before income taxes is as follows (in thousands):

	Three MonthsEnded			Three MonthsEnded			Nine MonthsEnded			Nine MonthsEnded
	September 30,2012			September 30,2011			September 30,2012			September 30,2011
Income from operations (b):	$	36,728		$	30,775		$	104,079		$	68,483
Interest expense, net		(37,372	)		(38,390	)		(112,364	)		(119,025	)
Other income (expense), net		329			30			604			(2,708	)
Loss on extinguishment of debt		—			—			—			(25,450	)
Loss before income taxes	$	(315	)	$	(7,585	)	$	(7,681	)	$	(78,700	)

(a) Revenue is net of any inter-segment revenue and, therefore, represents only revenue from external customers.

(b) Income from operations equals income from continuing operations before interest income and income taxes and represents the measure of segment profit (loss).

(c) Corporate and unallocated loss from operations includes costs and expenses related to corporate, general and administrative activities in the U.S. and the U.K., stock-based compensation, costs associated with the Company’s Boxborough data center and all intangible asset amortization for the Company.

(d) All Goodwill and Intangible assets have been allocated to the two reportable segments.

7. Commitments and Contingencies

In connection with the provision of services in the ordinary course of business, the Company often ~~indemnifies~~makes representations affirming, among other things, that its services do not infringe on the intellectual property rights of others and agrees to indemnify customers against third-party claims for ~~intellectual~~such ~~property~~ infringement. The Company has not been required to make material payments under such provisions. The Company is involved in litigation and is the subject of claims made from time to time, including with respect to intellectual property rights. A portion of the defense and/or settlement costs in some such cases is covered by various commercial liability insurance policies. In other cases, the defense and/or settlement costs are paid from the Company’s existing cash resources. In addition, the Company’s third-party data suppliers audit the Company from time to time in the ordinary course of business (including audits underway) to determine if data the Company licenses for redistribution has been properly accounted for in accordance with the terms of the applicable license agreement. In view of the Company’s financial condition and the accruals established for related matters, management does not believe that the ultimate liability, if any, related to any of these matters will have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

8. Income Taxes

For the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013, the Company’s ~~year~~quarterly ~~to date~~ effective tax rate after discrete ~~items~~ items was a ~~221~~48.84% benefit as compared towith a 653.21% ~~benefit~~expense for the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2012. The Company’s estimated annual effective tax rate for the ~~year~~three ~~ending~~months ~~December~~ended March 31, ~~2012~~2013, excluding discrete items, is a ~~440~~46.9% ~~benefit;~~ ~~however, interim reporting requirements under U~~expense.~~S. GAAP restrict the Company’s estimated effective tax rate as of September 30, 2012 to a 117.9% benefit before discrete items. Interim reporting rules require that the Company does~~ ~~not record a year to date benefit in the current quarter in an amount that would exceed its expectation of the Company’s full year benefit.~~ During the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013, the Company recorded a net discrete ~~tax~~ benefit of $81.06 million which was primarily attributable to ~~a reduction of~~ the 2012 U.KS. ~~statutory~~Research ~~tax~~and ~~rate~~Development ~~enacted~~Credit inwhich ~~July~~was ~~2012~~extended by ~~Her~~The ~~Majesty’s~~American ~~Revenue~~Taxpayer ~~and~~Relief ~~Customs~~Act of 2012 (“~~HMRC~~ATRA”) ~~which~~enacted ~~resulted~~on ~~in a $5.~~January 3, ~~million~~2013, ~~benefit~~and ~~during~~ the ~~three~~release ~~and nine months ended September 30, 2012. The additional $2.7 million~~ of ~~discrete items include~~ a ~~benefit~~foreign ~~resulting from~~ tax ~~provision~~reserve, toboth ~~tax return adjustments with respect to the filing~~ of ~~prior~~which ~~year~~were ~~returns in the U.S. and foreign jurisdictions, tax rate changes in various foreign jurisdictions and favorable audit settlements being~~ partially offset by an interest expense charge on tax reserves for unrecognized tax benefits.

The change in the estimated annual effective tax ~~rates,~~rate prior to ~~the impact of~~ discrete items, ~~reflected~~ in the ~~three-~~quarter ~~and nine-month periods~~ ended ~~September~~March 3031, ~~2012~~2013, when compared with the ~~estimated~~quarter ~~annual effective tax rate reflected for the three- and nine-month periods~~ ended ~~September~~March 3031, ~~2011~~2012, is primarily related to an expected increase in the full year taxable income in foreign jurisdictions ~~with lower tax rates~~ in ~~2012~~2013 when compared with ~~2011~~ 2012, along with ~~reductions in certain foreign statutory rates and~~ lower losses in the U.S. in ~~2012~~2013 when compared with ~~2011. Also, the Company has not recorded a tax benefit in the nine months ended September 30,~~ 2012 ~~for the U~~.~~S. Research and~~ ~~Development tax credit as the law allowing for the credit was not extended beyond December 31, 2011.~~

The ~~variance~~Company ~~from the~~has ~~estimated~~an ~~effective~~income tax ~~rate~~receivable balance of ~~117~~$6.9%2 ~~and~~million ~~the~~at ~~statutory~~March 31, ~~rate~~2013. This balance is composed of ~~35%~~a ~~relates~~U.S. tax ~~primarily~~receivable of $5.9 million, related to ~~the~~carryback ~~additional~~claims ~~benefits~~filed ~~associated~~in ~~with~~September ~~state~~2011 ~~taxes~~for foreign tax credits and $0.3 million related to the filing of amended income ~~generated~~tax returns for prior years in ~~lower~~certain ~~tax~~foreign jurisdictions. The full balance is expected to be received within the next twelve months and is classified as current in the Company’s March 31, 2013 Condensed Consolidated Balance Sheet.

The Company has an income tax receivable balance of $6.2 million at September 30, 2012. This balance is comprised of a U.S. tax receivable of $5.9 million, related to carryback claims filed in September 2011 for foreign tax credits and $0.3 million related to the filing of amended income tax returns for prior years in certain foreign jurisdictions. The full balance is expected to be received within the next twelve months and is classified as current in the Company’s Condensed Consolidated Balance Sheet at September 30, 2012.

The Company recognizes future tax benefits or expenses attributable to its taxable temporary differences and net operating loss carry forwards. Recognition of deferred tax assets is subject to the Company’s determination that realization is more likely than not. Based on taxable income projections, the Company believes that the recorded deferred tax assets will be realized.

There were no material changes to the Company’s unrecognized tax benefits in the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013. As of ~~September~~March 3031, ~~2012~~2013, the Company had approximately $11.46 million of net unrecognized tax benefits ($12.7 million on a gross basis) which would affect ~~its~~our effective tax rate if recognized. The Company believes that it is reasonably possible that approximately $0.23 million of ~~its currently~~our current remaining unrecognized tax positions may be recognized within the next twelve months as a result of the lapse of the statute of limitations in various tax jurisdictions.

The Company recognizes net interest and penalties related to uncertain tax positions in income tax expense. Net interest and penalties of $0.1 million and $0.2 million were provided in income tax expense for uncertain tax positions for the three months ended March 31, 2013 and 2012, respectively. Gross reserves for interest and penalties of $1.1 million and $1.0 million have been provided at March 31, 2013 and December 31, 2012, respectively.

The Company files federal, state, and foreign income tax returns in jurisdictions with varying statutes of limitations. In the normal course of business, the Company is subject to examination by taxing authorities in various jurisdictions. The Company’s federal tax returns for the tax years 2008 through 2010 are currently under examination by the Internal Revenue Service. State tax returns, for certain states, remain subject to examination for tax years 2006 through 2010.

9. Goodwill and Intangible Assets

Intangible assets consist of the following (in thousands, except weighted average amortization period):


	Weighted Average Amortization Period		March 31, 2013							December 31, 2012
	Weighted Average Amortization Period		Gross Carrying Value		Accumulated Amortization			Net Book Value		Gross Carrying Value		Accumulated Amortization			Net Book Value
Amortizing Intangibles:
Completed technology		3.6 years	$	190,142	$	(155,263	)	$	34,879	$	193,146	$	(148,955	)	$	44,191
Customer lists		23.8 years		1,546,816		(189,143	)		1,357,673		1,570,493		(174,712	)		1,395,781
Definite-lived trademarks		7.1 years		1,500		(803	)		697		1,500		(761	)		739
Data/ databases		5.0 years		108,496		(57,865	)		50,631		110,193		(53,260	)		56,933
Exchange relationships		25.0 years		16,690		(1,780	)		14,910		16,944		(1,638	)		15,306

				1,863,644		(404,854	)		1,458,790		1,892,276		(379,326	)		1,512,950

Non-amortizing intangibles:
Indefinite-lived trademarks		Indefinite		175,072		—			175,072		177,702		—			177,702


Total			$	2,038,716	$	(404,854	)	$	1,633,862	$	2,069,978	$	(379,326	)	$	1,690,652

INTERACTIVE DATA CORPORATION AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company recognizes net interest and penalties related to uncertain tax positions in income tax expense. Interest and penalties of $0.5 million and $0.7 million were provided in income tax expense for uncertain tax positions for the nine months ended September 30, 2012 and 2011, respectively. Gross reserves for interest and penalties of $1.1 million and $1.0 million have been provided at September 30, 2012 and December 31, 2011, respectively.

The Company files federal, state, and foreign income tax returns in jurisdictions with varying statutes of limitations. In the normal course of business, the Company is subject to examination by taxing authorities in various jurisdictions. The Company is currently under examination by the Internal Revenue Service for tax years 2008 through 2010. Other tax years that remain subject to examination include 2006 through 2010 for significant states.

9. Goodwill and Intangible Assets

Intangible assets consist of the following (in thousands, except weighted average amortization period):

	Weighted		September 30, 2012							December 31, 2011
	Average		Gross							Gross
	AmortizationPeriod		CarryingValue		AccumulatedAmortization			Net BookValue		CarryingValue		AccumulatedAmortization			Net BookValue
Amortizing Intangibles:
Completed technology		3.6 years	$	192,848	$	(137,719	)	$	55,129	$	191,701	$	(103,803	)	$	87,898
Customer lists		23.8 years		1,571,490		(157,031	)		1,414,459		1,561,081		(102,780	)		1,458,301
Definite-lived trademarks		7.1 years		1,500		(711	)		789		1,500		(558	)		942
Data/databases		5.0 years		110,315		(47,803	)		62,512		109,535		(31,035	)		78,500
Exchange relationships		25.0 years		16,815		(1,457	)		15,358		16,781		(951	)		15,830
				1,892,968		(344,721	)		1,548,247		1,880,598		(239,127	)		1,641,471
Non-amortizing intangibles:
Indefinite-lived trademarks		Indefinite		177,757		—			177,757		176,646		—			176,646
Total			$	2,070,725	$	(344,721	)	$	1,726,004	$	2,057,244	$	(239,127	)	$	1,818,117

The estimated amortization expense of definite-lived intangible assets is as follows (in thousands):

For remainder of year ending 12/31/12	$	34,985
For remainder of year ending 12/31/13	$	93,393
For year ending 12/31/13		126,665
For year ending 12/31/14		94,835
For year ending 12/31/14		96,215
For year ending 12/31/15		82,210
For year ending 12/31/15		83,421
For year ending 12/31/16		66,112
For year ending 12/31/16		67,100
For year ending 12/31/17		65,783
For years thereafter		1,~~139~~056,~~861~~457
Total	$	1,~~548~~458,~~247~~790

The changes in the carrying amounts of goodwill by reportable segment for the ~~nine~~three months ended ~~September~~ March 3031, ~~2012~~ 2013 are as follows (in thousands):

	Pricing and Reference Data		Trading Solutions		Total
	Pricing andReferenceData		TradingSolutions		Total
Balance as of December 31, 2011	$	1,524,562	$	112,564	$	1,637,126
Balance as of December 31, 2012	$	1,527,033	$	113,508	$	1,640,541
Impact of change in foreign exchange rates (a)		9(20,~~003~~039)		~~302~~(1,785)		9(21,~~305~~824)
Balance as of September 30, 2012	$	1,533,565	$	112,866	$	1,646,431
Balance as of March 31, 2013	$	1,506,994	$	111,723	$	1,618,717

(a) Foreign currency translation adjustments totaling ana ~~increase~~decrease of $921.38 million primarily ~~reflecting~~reflects the ~~weakening~~strengthening of the U.S. Dollar against the U.K. ~~Pound~~pound and the Euro during the ~~nine~~quarter ~~months~~ ended ~~September~~March 3031, ~~2012~~2013.

10. ~~Stockholder~~Stockholders’s Equity

As of ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012, 10 shares of the Company’s common stock ~~are~~were issued and outstanding to Intermediate at $0.01 par value.

~~During~~In December 2012, Holdings issued $350.0 million of 8.25%/9.00% Senior PIK Toggle Notes (the “Toggle ~~nine~~Notes”) ~~months~~which ~~ended~~mature ~~September~~on December 3015, ~~2012~~2017, pursuant to an indenture dated as of December 18, 2012 (the ~~Company~~“Toggle ~~received~~Notes Indenture”). Holdings used a ~~capital contribution~~portion ~~from~~of ~~Holdings~~the ~~totaling~~net proceeds of $0339.80 million from this debt issuance to fund a cash dividend to its stockholders and related cash distributions to ~~the~~its ~~exercise~~option holders in respect of ~~stock~~options that were vested and unexercised as of the dividend record date and to fund future cash distributions to option holders in respect of options ~~for~~that ~~Holdings~~were ~~Common~~unvested ~~Stock~~and byunexercised as of the dividend record date as such options vest. The Company ~~employees~~made the first of these future cash distribution payments in April 2013, and expects to make additional future cash distributions on a quarterly basis thereafter. During the ~~nine~~quarter ~~months~~ ended ~~September~~March 3031, ~~2011~~2013, the Company ~~received~~recorded ~~capital~~additional ~~contributions~~stock-based ~~totaling~~compensation expense in the amount of $111.9 5 million related to the ~~purchase~~April of2013 ~~shares~~cash ofdistribution ~~Holdings~~payment. ~~Common~~For further ~~Stock~~information byon ~~certain~~the ~~Company~~stock ~~executives,~~based ~~$9.9~~compensation ~~million~~impacts of ~~which~~the ~~was~~Holdings ~~recorded~~recapitalization astransaction, arefer ~~restricted~~to ~~stock~~Note ~~liability~~3 “Stock-Based Compensation” above.

Furthermore, as a result of the issuance of the Toggle Notes, the Company will declare and pay dividends, within the confines of the covenants included in the Company’s debt agreements, to Holdings on an ongoing basis in order to service the Toggle Notes. For further information on the Toggle Notes, refer to Note 13 “Debt” below.

11. Recent Accounting Pronouncements

Intangibles – Goodwill and Other

In July 2012, the FASB issued ASU 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment” (“ASU 2012-02”), regarding ASC Topic 350, “Intangibles – Goodwill and Other”. ASU 2012-02 allows an entity the option of first assessing qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value. Under the provisions of ASU 2012-02, if after assessing the totality of the events or circumstances, an entity determines that it is not more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value, performance of an annual impairment test is unnecessary. ASU 2012-02 is effective for fiscal years beginning after September 15, 2012 with early adoption permitted under certain circumstances. ASU 2012-02 became effective for the Company on January 1, 2013 and did not have a material impact on the Company’s financial position, results of operations or cash flows.

Comprehensive Income

In February 2013, the FASB issued ASU 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income” (“ASU 2013-02”), regarding ASC Topic 220 “Comprehensive Income.” ASU 2013-02 requires an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under GAAP to be reclassified in its entirety to net income. For other amounts that are not required under GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference to other disclosures required under GAAP that provide additional detail about those amounts such as in cases where a portion of the amount reclassified out of accumulated other comprehensive income is reclassified to a balance sheet account instead of directly to income or expense in the same reporting period. ASU 2013-02 became effective for the Company on January 1, 2013 and did not have a material impact on the Company’s financial position, results of operations or cash flows.

Foreign Currency Matters

INTERACTIVE DATA CORPORATION AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~When~~ foreign ~~shares~~entity, ofthe ~~Holdings~~parent ~~Common~~is ~~Stock~~required ~~are~~to ~~issued~~release ~~and~~any ~~cash~~related ~~proceeds~~cumulative ~~are~~translation ~~remitted~~adjustment tointo net income. This should be done only if the sale or transfer results in the complete or ~~Company~~substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. For an equity method investment that is a foreign entity, partial sale guidance still applies, which requires a pro rata portion of the cumulative ~~number~~translation adjustment to be released into net income upon a partial sale of ~~shares~~such an equity method investment. ASU 2013-05 also clarifies the fact that the sale of an investment in a foreign entity includes both 1) events that result in the ~~Company’s~~loss ~~stock~~of ~~outstanding~~a ~~does~~controlling ~~not~~financial ~~change~~interest in a foreign entity and 2) events that result in an acquirer obtaining control of an acquiree in which it held an equity interest immediately before the ~~proceeds~~acquisition ~~are~~date. ~~treated~~Upon asthe aoccurrence ~~capital~~of ~~contribution~~either of these events, the cumulative translation adjustment should be released into net income. For public filers, ASU 2013-05 is effective for ~~accounting~~fiscal ~~purposes~~years and interim periods within those years that begin after December 15, 2013, with early adoption permitted. The Company is currently evaluating the impact, if any, the adoption of ASU 2013-05 will have on its financial position, results of operations or cash flows.

~~11.~~Liabilities ~~Recent Accounting Pronouncements~~

~~Fair~~In ~~Value~~February ~~Measurements~~2013, the FASB issued ASU 2013-04, “Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date” (“ASU 2013-04”), regarding ASC Topic 405 “Liabilities.” ASU 2013-04 requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of the guidance is fixed at the reporting date, as a sum of 1) the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors, and 2) any additional amount the reporting entity expects to pay on behalf of its co-obligors. This update also requires the entity to disclose the nature and amount of the obligation as well as other information about the obligation. For public filers, ASU 2013-04 is effective for fiscal years and interim periods within those years that begin after December 15, 2013, with early adoption permitted, and must be applied retrospectively to all prior periods presented. The Company is currently evaluating the impact, if any, the adoption of ASU 2013-04 will have on its financial position, results of operations or cash flows.

In April 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2011-04, “Fair Value Measurement” (“ASU 2011-04”), regarding Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures”12. ~~ASU~~Other ~~2011-04~~Comprehensive ~~establishes~~Income ~~common fair value measurement and disclosure requirements in U.S. GAAP and International Financial Reporting Standards~~ (~~“IFRS”~~Loss), and provides clarification of the FASB’s intent on the application of existing fair value measurement requirements and changes in some principles or requirements for measuring fair value or disclosing information related to fair value measurement. ASU 2011-04 became effective for the Company January 1, 2012. Adopting the provisions of ASU 2011-04 did not have a material impact on the Company’s financial position, results of operations or cash flows.

~~Intangibles~~Changes –in ~~Goodwill~~accumulated ~~and~~other ~~Other~~comprehensive income (loss) for the three months ended March 31, 2013 are as follows:

In July 2012, the FASB issued ASU 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment” (“ASU 2012-02”), regarding ASC Topic 350, “Intangibles – Goodwill and Other”. ASU 2012-02 allows an entity the option of first assessing qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value. Under the provisions of ASU 2012-02, if after assessing the totality of the events or circumstances, an entity determines that it is not more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value, performance of an annual impairment test is unnecessary. ASU 2012-02 is effective for fiscal years beginning after September 15, 2012 with early adoption permitted under certain circumstances. ASU 2012-02 will be effective for the Company starting January 1, 2013. The Company does not believe that adopting the provisions of ASU 2012-02 will have a material impact on the Company’s financial position, results of operations or cash flows.


	Unrealized Gain on Securities Net Of Tax		Foreign Currency Translation Adjustments			Pension Adjustments, Net of Tax			Change in Value of Hedged Interest Rate Caps, Net of Tax			Accumulated Other Comprehensive Income (Loss)
Balance, December 31, 2012	$	333	$	34,452		$	(622	)	$	(1,555	)	$	32,608
Three months ended March 31, 2013 other comprehensive (loss) income		(98)		(52,184	)		(7	)		225			(52,064	)

Balance, March 31, 2013	$	235	$	(17,732	)	$	(629	)	$	(1,330	)	$	(19,456	)

InThe ~~September~~tax ~~2011,~~impact the FASB issued ASU 2011-08, “Testing Goodwill for Impairment” (“ASU 2011-08”), regarding ASC Topic 350, “Intangibles – Goodwill and Other”. ASU 2011-08 allows an entity the option of first assessing qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying value. Under the provisions of ASU 2011-08, if after assessing the totality of the events or circumstances, an entity determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, performance of the two-step impairment test is unnecessary. ASU 2011-08 is effective for fiscal years beginning on ~~or after December 15, 2011 with early adoption permitted. ASU 2011-08 became effective for~~ the ~~Company~~components ~~January 1, 2012. Adopting the provisions~~ of ~~ASU~~other ~~2011-08~~comprehensive ~~did~~(loss) ~~not~~income ~~have~~was aas ~~material~~follows ~~impact~~(in onthousands): ~~the Company’s financial position, results of operations or cash flows.~~

12. Other Comprehensive Income


	Three Months Ended March 31, 2013
	Gross Balance		Tax Impact		Net of Tax
Unrealized loss on securities	$	(156)	$	58	$	(98)
Foreign currency translation adjustments		(52,184)		—		(52,184)
Pension adjustments		—		(7)		(7)
Change in value of hedged interest rate caps		2		—		2
Less: reclassification adjustment for interest rate cap related interest expense included in net income		376		(153)		223

Total other comprehensive loss	$	(51,962)	$	(102)	$	(52,064)


	Three Months Ended March 31, 2012
	Gross Balance		Tax Impact		Net of Tax
Unrealized gain on securities	$	101	$	(41)	$	60
Foreign currency translation adjustments		16,107		—		16,107
Pension adjustments		(8)		(2)		(10)
Change in value of hedged interest rate caps		(368)		150		(218)
Less: reclassification adjustment for interest rate cap related interest expense included in net income		376		(153)		223

Total other comprehensive income	$	16,208	$	(46)	$	16,162

~~Changes~~13. inDebt ~~accumulated other comprehensive income for the nine months ended September 30, 2012 are as follows:~~

	UnrealizedGain onSecurities, Netof Tax		ForeignCurrencyTranslationAdjustments		PensionAdjustments,Net of Tax			Change in Value ofHedged InterestRate Caps, Net ofTax			AccumulatedOtherComprehensiveIncome
Balance, December 31, 2011	$	245	$	11,918	$	88		$	(2,111	)	$	10,140
Nine months ended September 30, 2012 other comprehensive income (loss)		119		22,856		(23	)		353			23,305
Balance, September 30, 2012	$	364	$	34,774	$	65		$	(1,758	)	$	33,445

Senior Secured Credit Facilities

~~The~~On ~~tax~~February 6, ~~impact~~2013, on the ~~components~~Company completed a refinancing of ~~other~~its Term Loan Facility (the “Term Loan ~~comprehensive~~Facility”) ~~income~~through a 2nd amendment (~~loss~~the “Amendment”) ~~was~~to asits ~~follows~~credit agreement (inthe ~~thousands~~“Senior Secured Credit Facilities”). The terms of the Amendment provide for, among other things, the following:

	Three Months Ended September 30, 2012
	Gross Balance			Tax Impact			Net of Tax
Unrealized gain on securities	$	173		$	(67	)	$	106
Foreign currency translation adjustments		23,587			—			23,587
Pension adjustments		(8	)		(1	)		(9	)
Change in value of hedged interest rate caps		(65	)		27			(38	)
Less: reclassification adjustment for interest rate cap related interest expense included in net income		376			(153	)		223
Total other comprehensive income	$	24,063		$	(194	)	$	23,869
	Three Months Ended September 30, 2011
	Gross Balance			Tax Impact			Net of Tax
Unrealized loss on securities	$	(525	)	$	—		$	(525	)
Foreign currency translation adjustments		(32,672	)		—			(32,672	)
Pension adjustments		(9	)		4			(5	)
Change in value of hedged interest rate caps		(1,552	)		632			(920	)
Total other comprehensive loss	$	(34,758	)	$	636		$	(34,122	)

•

a reduction of the Company’s LIBOR borrowing rate from LIBOR plus 3.25% to LIBOR plus 2.75% ;

•

a reduction in the LIBOR floor from 1.25% to 1.00%; and

•

an extension of the commencement date for amortization payments on the Term Loan Facility to June 30, 2013 (not giving consideration to application of the 2012 ECF payment).

INTERACTIVE DATA CORPORATION AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	Nine Months Ended September 30, 2012
	Gross Balance			Tax Impact			Net of Tax
Unrealized gain on securities	$	195		$	(76	)	$	119
Foreign currency translation adjustments		22,856			—			22,856
Pension adjustments		(24	)		1			(23	)
Change in value of hedged interest rate caps		(532	)		216			(316	)
Less: reclassification adjustment for interest rate cap related interest expense included in net income		1,128			(459	)		669
Total other comprehensive income	$	23,623		$	(318	)	$	23,305
	Nine Months Ended September 30, 2011
	Gross Balance			Tax Impact			Net of Tax
Unrealized loss on securities	$	(469	)	$	—		$	(469	)
Foreign currency translation adjustments		(3,508	)		—			(3,508	)
Pension adjustments		(69	)		94			25
Change in value of hedged interest rate caps		(4,989	)		2,030			(2,959	)
Total other comprehensive loss	$	(9,035	)	$	2,124		$	(6,911	)

As of the date of the refinancing, the Company’s outstanding borrowings under the Term Loan Facility were $1.302 billion. The Company determined that the refinancing resulted in a modification of approximately $1.1 billion of the outstanding balance due and an extinguishment of approximately $180.9 million of the outstanding balance due.

13Prior to the February 2013 refinancing, the Company had debt financing costs and original issue discount (“OID”) of $26.0 ~~Debt~~million and $27.9 million, respectively, recorded in its Condensed Consolidated Balance Sheet. The debt financing costs were included within Deferred financing cost, net and the OID was included within Borrowings, net of current portion and original issue discount and both balances were being amortized as non-cash interest expense over the remaining term of the Term Loan Facility using the effective interest rate method. In connection with the February 2013 refinancing, the Company incurred additional debt financing costs of $3.1 million, all of which represented direct issuance costs. Of this amount $2.7 million was expensed as loss on extinguishment of debt during the three months ended March 31, 2013 and $0.4 million is being amortized as a non-cash interest expense over the remaining term of the amended Term Loan Facility using the effective interest rate method.

~~Senior~~As ~~Secured~~a ~~Credit~~result ~~Facilities~~of the February 2013 refinancing, the Company recorded a $10.2 million charge in its Condensed Consolidated Statement of Operations as an extinguishment of debt for the three months ended March 31, 2013. This charge included $3.6 million of legacy debt financing costs, $3.9 million of legacy OID and $2.7 million of direct issuance costs as described above.

OnAt ~~February~~March 1131, ~~2011~~2013, the Company ~~completed~~has arecorded ~~refinancing~~debt financing costs of $26.2 million in its ~~Term~~Condensed ~~Loan~~Consolidated ~~Facility~~Balance Sheet ~~(the~~within ~~“Term~~Deferred ~~Loan~~financing ~~Facility”)~~costs, ~~through~~net, anand ~~amendment~~$23.3 million composed of early payment fees paid to ~~its~~lenders ~~credit~~and ~~agreement~~OID ~~(the~~included ~~“Senior~~within ~~Secured~~Borrowings, ~~Credit Facilities”)~~net of current portion and original issue discount. ~~The~~These ~~terms~~amounts ofare being amortized as a non-cash interest expense over the ~~amendment~~remaining ~~provide~~amended ~~for,~~term ~~among~~of ~~other~~the ~~things,~~Term Loan Facility using the ~~following:~~effective interest rate method.

•Total amortization aof ~~Term~~deferred ~~Loan~~financing ~~Facility~~costs ~~LIBOR~~and ~~borrowing~~original ~~rate~~issue ofdiscounts ~~LIBOR~~related ~~plus~~to anthe ~~applicable~~Senior ~~margin~~Secured ofCredit Facilities was approximately $3.~~50%~~0 and $3.5 million in the three-month periods ended March 31, ~~subject~~2013 toand aMarch 31, ~~further~~2012, ~~reduction~~respectively, and ofis 25recorded ~~basis~~as ~~points~~non-cash ~~upon~~interest expense in the Company’s ~~achieving~~Condensed ~~certain~~Consolidated ~~leverage~~Statements ~~ratios,~~of Operations.

•During the athree months ended March 31, 2013 and 2012, the Company recorded and paid interest on the Term Loan Facility ~~LIBOR~~of ~~floor~~$12.8 million and $15.2 million, respectively. In the three-month periods ended March 31, 2013 and 2012, the Company recorded and paid commitment fees on the Revolving Credit Facility of 1$0.~~25%~~2 million and $0.3 million, respectively.

•The anSenior Secured ~~extension~~Facilities include a Revolving Credit Facility providing for aggregate borrowings of up to $160.0 million with sub-limits of $40.0 million for letters of credit and $30.0 million for same-day notice borrowings. As of March 31, 2013 and December 31, 2012, the ~~maturity~~Company ~~date~~had $4.5 million of ~~Term~~letters ~~Loan~~of credit outstanding related to certain operating leases and no other borrowings outstanding under the Revolving Credit Facility. The initial applicable margin for Revolving Credit Facility borrowings was 5.00%. The applicable margin decreases to ~~February~~4.75% ~~11,~~upon ~~2018~~the Company attaining a total-leverage ratio of 5:1. During the second quarter of the year ended December 31, 2012 the Company attained a leverage ratio below the established threshold and its applicable margin was reduced to 4.75%. Interest on the outstanding borrowings and a commitment fee on the unutilized portion of the Revolving Credit Facility are payable at the end of each calendar quarter. Principal amounts outstanding under the Revolving Credit Facility are due and payable in full at maturity.

•During aneach ~~extension~~ of the three-month ~~commencement~~periods ~~date~~ended ~~for~~March 31, ~~amortization~~2013 ~~payments~~and onMarch 31, 2012, the ~~Term~~Company ~~Loan~~recorded ~~Facility~~and topaid ~~June~~commitment ~~30,~~fees ~~2011,~~on letters of credit of approximately $0.1 million.

•Borrowings under the Term Loan Facility bear interest at a rate equal to, at the Company’s option, either (a) the LIBOR rate plus an ~~increase~~applicable margin or (b) the highest of (1) the prime commercial lending rate publicly announced by Bank of America as the “prime rate,” (2) the federal funds effective rate plus 0.50% and (3) the one-month LIBOR rate plus 1.00%, plus an applicable margin. Regardless of whether actual LIBOR rates fall below 1.00% (as they have in recent periods), for purposes of determining the ~~principal~~Term ~~amount~~Loan Facility interest rate, the LIBOR rate is subject to a floor of 1.00%. Prior to the February 2013 refinancing, the LIBOR applicable margin was 3.25%. Following the February 2013 refinancing, the LIBOR applicable margin is 2.75%. The highest of the three rates in (b) was 5.00% for the quarter ended March 31, 2013. Since the inception of the Term Loan Facility, the Company has elected the three-month LIBOR rate. At March 31, 2013, the Term Loan Facility interest rate was 3.75%, composed of a LIBOR floor of 1.00% plus the applicable margin of 2.75%. As noted above, the Company designated as accounting hedges three interest rate caps related to Term Loan Facility with notional amounts of $1575.~~345~~0 ~~billion~~million at March 31, ~~and~~2013. Refer to Note 14, “Derivatives” for further discussion.

•The aTerm ~~Revolving~~Loan ~~Credit~~ Facility ~~(the~~amortizes ~~“Revolving~~in ~~Credit~~equal ~~Facility”)~~quarterly installments in an aggregate annual amounts equal to 1% of the funded principal amount of the Term Loan Facility, or $~~160~~3.03 million ~~available~~per inquarter, ~~U.S.~~beginning ~~dollars~~with the quarter ending June 30, ~~Euros~~2013 ~~and~~(subject ~~U.K.~~to ~~Pounds~~the application of the 2012 annual excess cash flow mandatory prepayment described below) with aany ~~term~~remaining ofunpaid ~~five~~principal balance ~~years~~being ~~expiring~~payable ~~July~~on ~~2015~~the February 11, 2018 maturity date.

AsIn ofaddition ~~the~~to ~~date~~paying ofinterest on outstanding principal under the ~~refinancing~~Senior Secured Credit Facilities, the Company’s ~~outstanding~~is ~~borrowings~~required to pay a commitment fee of 0.75% per annum to the lenders under the ~~Term~~Revolving ~~Loan~~Credit Facility ~~were~~for ~~$1.3~~the ~~billion~~amount of unutilized commitments. The ~~Company~~commitment ~~determined~~fee ~~that~~percentage may be reduced to 0.50% subject to the ~~refinancing~~Company ~~resulted~~reducing its total leverage ratio, as defined in athe ~~modification~~Senior ofSecured ~~approximately~~Credit $Facilities agreement, to 5.0:1.0. ~~billion~~During ofthe quarter ended March 31, 2013, the ~~outstanding~~Company’s ~~balance~~total ~~due~~leverage ~~and~~ratio anwas ~~extinguishment~~below ofthe ~~approximately $278~~5.20:1.0 ~~million~~threshold ofand the ~~outstanding~~commitment ~~balance~~fee ~~due~~was 0.50%. The Company is also required to pay customary letter of credit fees.

InThe Senior ~~connection~~Secured ~~with~~Credit ~~the~~Facilities ~~refinancing,~~contain ~~the~~certain ~~Company~~mandatory ~~incurred additional~~prepayment ~~debt~~requirements. ~~financing~~These ~~costs~~include: of(i) a ~~$20.3~~percentage ~~million~~ of ~~which~~annual ~~$7.1~~excess ~~million~~cash ~~represented~~flow ~~direct~~(“ECF”), ~~issuance~~(ii) payments ~~costs~~related ~~and~~to ~~$13.2~~certain ~~million~~asset ~~represented~~sales, ~~early~~and ~~payment~~(iii) payments ~~fees~~of ~~paid~~the cash toproceeds ~~lenders.~~of Ofcertain ~~these~~types ~~amounts $5.6 million~~ of ~~direct~~newly ~~issuance~~incurred ~~costs and $2~~debt.8 ~~million~~Determination of ~~early~~ ~~payment~~any ~~fees~~mandatory ~~paid~~prepayment toamount ~~lenders~~is ~~were~~based ~~expensed~~on aspre-established ~~loss~~formulas onas ~~extinguishment~~set offorth ~~debt~~in ~~during~~ the ~~nine~~credit ~~months ended September 30, 2011 and $1~~agreement.5 ~~million~~The determination of ~~direct~~the ~~issuance~~2012 ~~costs~~ECF ~~and $10.4 million of early~~ payment ~~fees~~was ~~paid~~made toas ~~lenders are being~~of ~~amortized~~December 31, as2012 afor ~~non-cash~~the ~~interest~~Company’s ~~expense~~fiscal ~~over~~year ~~the~~ended ~~remaining~~December 31, ~~amended~~2012, ~~term~~with of the ~~Term~~ECF ~~Loan~~prepayment ~~Facility~~due ~~using~~90 ~~the~~days ~~effective~~from ~~interest~~that ~~rate method~~date. ~~Additionally,~~Because the ~~refinancing~~Company ~~resulted~~achieved ina ~~the~~total ~~Company~~leverage ~~recording~~ratio aof ~~$25~~4.57:1.0, ~~million~~the ~~charge~~required inpayment ~~its~~percentage ~~Condensed Consolidated~~of ~~Statement~~2012 ofECF was ~~Operations~~stepped asdown anfrom ~~extinguishment~~50% of ~~debt~~ECF into ~~the~~25% ~~nine~~of ~~months~~ECF. ~~ended~~The ~~September 30,~~ 2011. ~~This~~ECF ~~charge~~payment ~~included~~percentage $9was 50%.4 ~~million~~The ofamount ~~debt~~determined ~~financing~~to ~~costs,~~be ~~$7.7~~payable ~~million~~as ofthe ~~original~~2012 ~~issue~~ECF ~~discount~~payment ~~(“OID”)~~at ~~and~~December 31, 2012 was $820.43 million of, ~~costs~~and ~~incurred~~accordingly asthis ~~part~~amount ofwas ~~the~~reflected ~~refinancing~~as ~~process~~current ~~composed~~in the ofCompany’s ~~$5.6~~Condensed ~~million~~Consolidated ofBalance ~~newly~~Sheets ~~incurred~~as ~~direct issuance costs and $2.8 million~~ of ~~early~~December 31, ~~payment fees described above~~2012.

AtPursuant ~~September 30,~~to ~~2012,~~the terms of the ~~Company~~credit agreement, ~~has~~individual ~~recorded~~lenders ~~debt~~may ~~financing~~opt ~~costs~~to ofrefuse ~~$32.9~~their ~~million~~share inof ~~its~~any ~~Condensed~~ECF ~~Consolidated~~payment. ~~Balance~~In ~~Sheet~~the ~~within~~first ~~Deferred~~quarter ~~financing~~of ~~costs~~2013, ~~net,~~but ~~and~~after ~~$29.9~~the ~~million~~filing ~~composed~~ of ~~early~~ ~~payment~~the ~~fees~~Company’s ~~paid~~Annual toReport ~~lenders~~on ~~and~~Form ~~OID~~10-K ~~included~~for ~~within~~the ~~Borrowings~~year ended December 31, ~~net~~2012, ofcertain ~~current~~lenders elected to refuse their portion ~~and~~of ~~original~~the ~~issue~~2012 ~~discount~~ECF payment. ~~These~~For ~~amounts~~the ~~are~~Company’s ~~being~~2012 ~~amortized~~ECF aspayment, arefusals ~~non-cash~~totaled ~~interest~~approximately ~~expense~~$16.6 ~~over~~million. ~~the~~The ~~remaining~~aggregate ~~amended~~refused ~~term~~amount ofwas ~~the~~reclassified ~~Term~~and ~~Loan~~is ~~Facility using~~reflected as long-term in the ~~effective~~Company’s ~~interest~~Consolidated Balance ~~rate~~Sheet ~~method~~at March 31, 2013.

~~Total~~In ~~amortization~~accordance with the terms of ~~deferred~~the ~~financing~~credit ~~costs~~agreement, ~~and~~ECF ~~original~~payments ~~issue~~that ~~discounts~~are ~~related~~not refused toare ~~the~~applied ~~Senior~~toward ~~Secured~~future ~~Credit~~scheduled ~~Facilities~~quarterly ~~was~~principal ~~approximately~~amortization $3payments in direct order of maturity.2 ~~million~~Consequently, ~~and~~the $93.97 million, ~~respectively,~~2012 inECF ~~each~~payment ofmade during the three- ~~and~~months ~~nine-month~~ended ~~periods~~March 31, ~~ended~~2013 ~~September~~satisfies the $3.3 million June 30, ~~2012~~2013 ~~and~~quarterly ~~2011~~principal installment, ~~and~~with isthe ~~recorded~~remaining as$0.4 ~~interest~~million ~~expense~~applied intoward the ~~Company’s Condensed~~September 30, ~~Consolidated~~2013 ~~Statements~~quarterly ofprincipal ~~Operations~~installment, reducing the payment from $3.3 million to $2.9 million.

During the three and nine months ended September 30, 2012 and 2011, the Company recorded and paid interest on the Term Loan Facility of $14.8 million and $15.8 million, respectively and $44.8 million and $50.8 million, respectively. During the three and nine months ended September 30, 2012 and 2011, the Company recorded and paid commitment fees on the Revolving Credit Facility of $0.2 million and $0.3 million, respectively and $0.7 million and $0.9 million, respectively.

The Senior Secured Facilities include a Revolving Credit Facility providing for aggregate borrowings of up to $160.0 million with sub-limits of $40.0 million for letters of credit and $30.0 million for same-day notice borrowings. As of September 30, 2012 and December 31, 2011, the Company had $4.5 million of letters of credit

INTERACTIVE DATA CORPORATION AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~outstanding,~~The ~~related~~amount tothat ~~certain~~may ~~operating~~be ~~leases~~payable ~~and~~as noa ~~other~~mandatory ~~borrowings~~excess ~~outstanding~~cash ~~under~~flow ~~the~~payment ~~Revolving~~in ~~Credit~~2014 ~~Facility. The initial applicable margin for Revolving Credit Facility borrowings~~cannot ~~was~~currently ~~5.00%.~~be ~~The~~reliably ~~applicable~~estimated ~~margin~~and ~~decreases~~therefore tono ~~4.75%~~portion ~~upon the Company attaining a total-leverage ratio~~ of ~~5:1. During~~ the ~~nine months ended September 30, 2012 the~~ Company’s ~~attained~~outstanding adebt ~~leverage~~from ~~ratio~~its ~~below~~Senior ~~the~~Secured ~~established~~Credit ~~threshold~~Facilities ~~and~~related ~~its applicable margin was reduced~~ to ~~4.75% in~~ the ~~second~~ECF ~~quarter~~mandatory ofprepayment ~~2012.~~provision ~~Interest~~is onreflected ~~the~~as ~~outstanding~~current ~~borrowings~~for ~~and a commitment fee on~~ the ~~unutilized portion of the Revolving Credit Facility are payable at the end of each calendar~~ quarter. ~~Principal amounts~~ended ~~outstanding under the Revolving Credit Facility are due and payable in full at maturity~~March 31, 2013.

~~During~~The ~~each~~Company ofmay voluntarily repay outstanding loans under the ~~three- and~~Senior ~~nine-month~~Secured ~~periods~~Credit ~~ended~~Facilities ~~September 30,~~at ~~2012~~any ~~and~~time ~~2011,~~without premium ~~the~~or ~~Company~~penalty, ~~recorded~~other ~~and~~than ~~paid~~customary ~~commitment~~breakage ~~fees~~costs onwith ~~letters~~respect ofto ~~credit~~LIBOR ofloans ~~less~~and other than ~~$0.~~a 1% ~~million~~premium ~~and~~in ~~$0.2~~connection ~~million,~~with ~~respectively~~certain repricing transactions consummated within the first six months of the Amendment.

~~Borrowings~~All obligations under the ~~Term~~Senior ~~Loan~~Secured ~~Facility~~Credit ~~bear~~Facilities ~~interest~~are atunconditionally aguaranteed ~~rate equal to, at the Company’s option, either (a) the LIBOR rate plus an applicable margin or (b) the highest of (1) the prime commercial lending rate publicly announced~~ by ~~Bank~~Intermediate ofand ~~America~~each asexisting ~~the “prime rate,” (2) the federal funds effective rate plus 0.50%~~ and ~~(3) the one-month~~ ~~LIBOR~~subsequently ~~rate~~acquired ~~plus~~or ~~1.00%,~~organized ~~plus~~direct an applicable margin. Regardless of whether actual LIBOR rates fall below 1.25% (as they have in recent periods), for purposes of determining the Term Loan Facility interest rate, the LIBOR rate is subject to a floor of 1.25%. The initial applicable margin was 3.50%. The applicable margin reduces to 3.25% upon the Company’s achievement of a total leverage ratio of 5.75:1 or ~~less.~~indirect As of September 30, 2012, the Company’s total leverage ratio was below 5.75:1 resulting in a decrease in the applicable margin to 3.25%. The highest of the three rates in (b) was 5.50% for the three months ended September 30, 2012. Since the inception of the Term Loan Facility, the Company has elected the threewholly-~~month~~owned ~~LIBOR~~domestic ~~rate.~~subsidiary ~~At September 30, 2012, the Term Loan Facility interest rate was 4.50%, composed~~ of ~~a LIBOR floor of 1.25% plus an applicable margin of 3.25%. As noted below,~~ the Company ~~designated~~(subject ~~as accounting hedges three interest rate caps related~~ to ~~Term~~certain ~~Loan Facility with notional amounts of up to $700~~exceptions).0 ~~million at September 30, 2012. Refer to Note 14, “Derivatives” for further discussion.~~

~~The~~All ~~Company~~obligations isunder ~~required~~the toSenior ~~pay~~Secured ~~equal~~Credit ~~quarterly~~Facilities ~~principal~~and ~~installments in aggregate annual amounts equal to 1% of~~ the ~~original~~guarantees ~~funded principal amount~~ of ~~the~~such ~~Term~~obligations ~~Loan~~are ~~Facility~~secured, ~~beginning~~subject ~~with~~to ~~the~~permitted ~~quarter~~liens ~~ending~~and ~~June 30,~~other ~~2011~~exceptions, ~~with~~by ~~the~~substantially ~~balance~~all ~~being~~of ~~payable~~the onassets of the Company ~~final~~and ~~maturity~~each ~~date.~~subsidiary ~~The~~guarantor, ~~first~~including ~~quarterly~~(i) a ~~principal~~perfected ~~installment~~pledge of all the ~~refinanced~~equity ~~Term~~interests ~~Loan~~of ~~Facility in~~ the ~~amount of~~Company ~~$3.4 million was paid on June 30, 2011~~ and ~~future~~each ~~principal~~wholly-owned ~~installments~~subsidiary of ~~$3.4~~the ~~million~~Company ~~are~~directly ~~payable~~held onby athe ~~quarterly~~Company ~~basis~~or ~~thereafter unless~~ a ~~mandatory~~subsidiary ~~prepayment~~guarantor is(limited ~~made~~to ~~under~~65% ~~the~~of ~~terms~~voting stock ofin the ~~credit~~case ~~agreement~~of asforeign ~~described~~subsidiaries) ~~below.~~and ~~Under~~(ii) perfected ~~the terms~~security ofinterests ~~the~~in ~~credit~~substantially ~~agreement,~~all ~~the~~tangible ~~Company~~and ~~made~~intangible ~~scheduled~~personal ~~principal~~property ~~payments~~and ~~totaling~~material ~~$3.4~~fee-owned ~~million~~real ~~related~~property toof the ~~Term~~Company ~~Loan~~and ~~Facility during~~ the ~~nine~~subsidiary ~~months~~guarantors ~~ended~~(subject ~~September 30,~~to certain ~~2012~~exclusions).

The Senior Secured Credit Facilities contain certain mandatory prepayment requirements. These include: a percentage of annual excess cash flow, payments related to certain asset sales and payments of the cash proceeds of certain types of newly incurred debt. Determination of any mandatory prepayment amount is based on pre-established formulas as set forth in the credit agreement. The first determination of the annual excess cash flow mandatory prepayment (“ECF payment”) was for the Company’s fiscal year ended December 31, 2011, with the prepayment due 90 days from that date. As of December 31, 2011, the Company determined that an ECF payment of approximately $43.0 million was due and included this amount in Borrowings, current in the Company’s Consolidated Balance Sheet at December 31, 2011. Pursuant to the terms of the credit agreement, individual lenders may opt to refuse their share of any ECF payment. In the first quarter of 2012, but after the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 with the Securities and Exchange Commission, certain lenders elected to refuse their portion of the 2011 ECF payment. These refusals totaled approximately $14.3 million. The aggregate refused amount was reclassified and reflected as long-term in the Condensed Consolidated Balance Sheet in the first quarter of 2012. In accordance with the terms of the credit agreement, the accepted balance of ECF payments are applied toward future scheduled quarterly principal installments in direct order of maturity. As a result of the fiscal year 2011 ECF payment, the Company does not have a required quarterly principal installment due on its Term Loan Facility until June 2014. Future ECF payments, if any, would be applied to required quarterly principal installments commencing with the June 2014 installment. Because the amount payable as a fiscal year 2012 ECF payment cannot currently be reliably estimated, no portion of the Company’s Term Loan Facility debt is reflected as current in its Condensed Consolidated Balance Sheet at September 30, 2012.

In addition to paying interest on outstanding principal under the Senior Secured Credit Facilities, the Company is required to pay a commitment fee of 0.75% per annum to the lenders under the Revolving Credit Facility for the amount of unutilized commitments. The commitment fee percentage may be reduced to 0.50% subject to the Company reducing its total leverage ratio, as defined in the Senior Secured Credit Facilities agreement, to 5:1. During the nine months ended September 30, 2012, the Company’s total leverage ratio was below the 5:1 threshold and the commitment fee was reduced to 0.50%. The Company is also required to pay customary letter of credit fees.

The Company may voluntarily prepay the outstanding loans under the Senior Secured Credit Facilities at any time without premium or penalty, other than customary breakage costs with respect to LIBOR loans and other than a 1% premium in connection with certain repricing transactions consummated within the first year of the closing of the Senior Secured Credit Facilities. Accordingly, in February 2011, the Company incurred a 1% premium fee in connection with the refinancing; however, any further refinancing or prepayments will not be subject to the 1% premium fee.

All obligations under the Senior Secured Credit Facilities are unconditionally guaranteed by Intermediate and each existing and subsequently acquired or organized direct or indirect wholly owned domestic subsidiary of the Company (subject to certain exceptions).

All obligations under the Senior Secured Credit Facilities and the guarantees of such obligations are secured, subject to permitted liens and other exceptions, by substantially all of the assets of the Company and each subsidiary guarantor, including (i) a perfected pledge of all the equity interests of the Company and each wholly owned subsidiary of the Company directly held by the Company or a subsidiary guarantor (limited to 65% of voting stock in the case of foreign subsidiaries) and (ii) a perfected security interest in substantially all tangible and intangible personal property and material fee-owned real property of the Company and the subsidiary guarantors (subject to certain exclusions).

The Senior Secured Credit Facilities contain a number of covenants that, among other things, restrict the Company’s ability to incur additional indebtedness, create liens, enter into sale and leaseback transactions, engage in mergers or consolidations, sell or transfer assets, pay dividends and distributions or repurchase its capital stock, make investments, loans or advances, prepay certain subordinated indebtedness, make certain acquisitions, engage in certain transactions with affiliates, amend material agreements governing certain subordinated indebtedness, and change its fiscal year. The Senior Secured Credit Facilities also require the Company to maintain a maximum senior secured debt leverage ratio and a minimum cash interest coverage ratio, and contain other customary affirmative covenants and events of default.

InThe ~~addition, beginning with the~~ Company’s ~~quarter ended December 31, 2010, under the Senior Secured Credit Facilities, the Company~~ is required to maintain and report quarterly to the lenders the following financial covenants:

•

A minimum cash interest coverage ratio; and

•

A maximum net total leverage ratio.

INTERACTIVE DATA CORPORATION AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Senior Secured Credit Facilities also contain certain customary affirmative covenants and events of default, including a change of control. If an event of default occurs, the lenders under the Senior Secured Credit Facilities will be entitled to take various actions, including the acceleration of all amounts due under the Senior Secured Credit Facilities and all actions permitted to be taken by a secured creditor.

As of ~~September~~March 3031, ~~2012~~ 2013 and December 31, ~~2011~~2012, the Company was in compliance with the Senior Secured Credit Facilities covenants.

Senior Notes due 2018

On July 29, 2010, the Company issued $700.0 million 10.25% senior notes (the “Senior Notes”) which mature on August 1, 2018, pursuant to an indenture, dated as of July 29, 2010 (the “Senior Note Indenture”), among the Company, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.

The Senior Notes are the Company’s senior unsecured obligations and rank senior in right of payment to any future subordinated indebtedness; rank equally in right of payment with all of the Company’s existing and future senior indebtedness; are effectively subordinated in right of payment to the Company’s existing and future secured obligations, including indebtedness under the Company’s Senior Secured Credit Facilities, to the extent of the value of the assets securing such obligations; and are effectively subordinated in right of payment to all existing and future indebtedness and other liabilities of the Company’s non-guarantor subsidiaries (other than indebtedness and liabilities owed to the Company or one of the Company’s guarantor subsidiaries).

The Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by each of the Company’s existing and future direct or indirect wholly owned domestic subsidiaries that guarantee the Company’s obligations under its Senior Secured Credit Facilities.

Each subsidiary guarantee ranks senior in right of payment to all future subordinated indebtedness of the subsidiary guarantor; ranks equally in right of payment with all existing and future senior indebtedness of the subsidiary guarantor; is effectively subordinated in right of payment to all existing and future secured obligations of the subsidiary guarantors, including their guarantee of indebtedness under the Company’s Senior Secured Credit Facilities, to the extent of the value of the assets securing such indebtedness; and is effectively subordinated in right of payment to all existing and future indebtedness and other liabilities, including trade payables, of any subsidiary that is not also a guarantor of the Senior Notes. Any subsidiary guarantee of the Senior Notes will be released in the event such guarantee is released under the Senior Secured Credit Facilities. The Senior Notes are unsecured, and, as such, no assets are pledged for this agreement.

Interest on the Senior Notes accrues at the rate of 10.25% per annum and is payable semi-annually in arrears on February 1 and August 1, commencing February 1, 2011, to holders of the notes of record on the immediately preceding January 15 and July 15. During ~~the~~each ~~nine~~of ~~months~~the quarters ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~March 31, 2012, the Company paid interest on the Senior Notes of $7135.89 million ~~and $72~~.1 ~~million, respectively.~~

Optional Redemption

At any time prior to August 1, 2014, the Company may redeem all or a part of the Senior Notes at a redemption price equal to 100% of the principal amount of the notes redeemed plus the greater of (1) 1.0% of the principal amount of the notes; and (2) the excess, if any, of (a) the present value at such redemption date of (i) the redemption price of the notes at August 1, 2014 (as set forth in the table appearing below), plus (ii) all required interest payments due on the notes through August 1, 2014 (excluding accrued but unpaid interest to such redemption date), computed using a discount rate equal to the applicable treasury rate as of such redemption date plus 50 basis points; over (b) the then outstanding principal amount of the notes (as of, and accrued and unpaid interest and additional interest, if any, to the date of redemption), subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date.

INTERACTIVE DATA CORPORATION AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On and after August 1, 2014, the Company may redeem the Senior Notes in whole or in part, at the redemption prices (expressed as percentages of the principal amount of the notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and additional interest, if any, to the applicable redemption date, subject to the right of holders of record of the Senior Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on August 1 of each of the years indicated below:


Year	Percentage
2014		105.125	%
2015		102.563	%
2016 and thereafter		100.000	%

In addition, prior to August 1, 2013, the Company may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Senior Notes at a redemption price equal to 110.250% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and additional interest, if any, to the applicable redemption date, subject to the right of holders of record of the Senior Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more equity offerings; provided that at least 50% of the sum of the aggregate principal amount of Senior Notes issued under the Senior Note Indenture and the original principal amount of any additional Senior Notes that are Senior Notes issued under the Senior Note Indenture after the issue date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such equity offering. This option is required to be bifurcated for accounting purposes as an embedded derivative in the Company’s Senior Notes. The Company has estimated the value of this option to be nominal as of ~~September~~March 3031, ~~2012~~2013 and December 31, ~~2011~~2012. This call feature is being marked to market over the period it is active.

Upon the occurrence of a change of control, which is defined in the Senior Note Indenture, each holder of the Senior Notes has the right to require the Company to repurchase some or all of such holder’s Senior Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the repurchase date.

The Senior Note Indenture contains covenants limiting the Company’s ability and the ability of its restricted subsidiaries to incur additional debt or issue certain preferred shares, pay dividends on or make other distributions in respect of the Company’s capital stock or make other restricted payments, make certain investments, sell or transfer certain assets, create liens on certain assets to secure debt, consolidate, merge, sell or otherwise dispose of all or substantially all of the Company’s assets, enter into certain transactions with the Company’s affiliates, and designate the Company’s subsidiaries as unrestricted subsidiaries.

The Senior Note Indenture also provides for other customary warranties and nonfinancial covenants which, if violated, would create events of default and would permit or require the principal of and accrued interest on the Senior Notes to become or to be declared due and payable.

As of March 31, 2013 and December 31, 2012, the Company was in compliance with the covenants included in the Senior Note Indenture.

In connection with the Senior Notes, the Company incurred debt financing costs of $19.2 million, of which $10.5 million represented direct issuance costs and commitment fees paid to the underwriters and $8.7 million represented transaction costs incurred with third parties. These costs were capitalized as deferred financing costs and reported in Deferred financing costs, net on the Condensed Consolidated Balance Sheets at March 31, 2013 and December 31, 2012, net of amortization for the three months ending March 31, 2013 and for the year ended December 31, 2012, respectively. These costs are being amortized over the term of each debt instrument using the effective interest rate method.

At March 31, 2013 and December 31, 2012, the Company had $11.9 million and $29.9 million of unpaid interest on the Senior Notes accrued in its Condensed Consolidated Balance Sheets, respectively. During each of the quarters ended March 31, 2013 and March 31, 2012, the Company recorded $1.2 million of amortized interest expense, related to the capitalized debt financing costs and debt discount accretion, in its Condensed Consolidated Statements of Operations.

The original issue discount with regard to the Senior Notes totaled $17.5 million at July 29, 2010. The original issue discount is being amortized over the life of the loan using the effective interest rate method.

Total Borrowings

Total borrowings consisted of the following at March 31, 2013 and December 31, 2012:


(in thousands)	March 31, 2013			December 31, 2012

Short-Term Debt:
Revolving Credit Facility	$	—		$	—
Term Loan Facility		9,401			20,258

Net Short-Term Debt:	$	9,401		$	20,258

Long-Term Debt:
Term Loan Facility	$	1,291,950		$	1,282,624
Senior Notes		700,000			700,000
Less Original Issue Discount – Term Loan		(23,257	)		(28,477	)
Less Original Issue Discount – Senior Notes		(11,716	)		(12,260	)

Net Long-Term Debt	$	1,956,977		$	1,941,887

INTERACTIVE DATA CORPORATION AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AsThe offuture ~~September 30,~~minimum ~~2012~~principal ~~and~~payment ~~December 31,~~obligations ~~2011,~~due per the ~~Company~~new ~~was~~Senior inSecured ~~compliance~~Credit ~~with~~Facilities ~~the~~and ~~covenants~~Senior ~~included~~Notes indue ~~the~~2018 ~~Indenture.~~are as follows (in thousands):

In connection with the Senior Notes, the Company incurred debt financing costs of $19.2 million, of which $10.5 million represented direct issuance costs and commitment fees paid to the underwriters and $8.7 million represented transaction costs incurred with third parties. These costs were capitalized as deferred financing costs and reported in Deferred financing costs, net on the Condensed Consolidated Balance Sheets at September 30, 2012 and December 31, 2011, net of amortization for the nine months ending September 30, 2012 and for the year ended December 31, 2011, respectively. These costs are being amortized over the term of each debt instrument using the effective interest rate method.


Year Ending December 31,	Principal Payments
Remainder of 2013	$	6,138
2014		13,050
2015		13,050
2016		13,050
2017		13,050
2018 and thereafter		1,943,013


Total	$	2,001,351

AtIgloo ~~September 30,~~Holdings ~~2012~~Senior ~~and~~PIK ~~December 31,~~Toggle ~~2011, the Company had $11.9 million and $29.9 million, respectively, of unpaid interest on the Senior~~ Notes ~~accrued~~Due in2017 its Condensed Consolidated Balance Sheets. During the three and nine months ended September 30, 2012 and 2011, the Company recorded $1.2 million and $1.1 million, respectively, and $3.5 million and $3.4 million, respectively, of amortized interest expense, related to the capitalized debt financing costs and debt discount accretion, in its Condensed Consolidated Statements of Operations.

~~The~~On ~~OID with~~December 18, ~~regard~~2012, toHoldings ~~the~~issued ~~Senior Notes totaled~~ $17350.50 million at8.25%/9.00% ~~July 29,~~Senior ~~2010.~~PIK ~~The~~Toggle ~~original~~Notes ~~issue~~(the ~~discount~~“Toggle isNotes”) ~~being~~which ~~amortized~~mature ~~over~~on ~~the~~December 15, ~~life~~2017, ofpursuant ~~the~~to ~~loan~~an ~~using~~indenture, ~~the~~dated ~~effective~~as ~~interest~~of December 18, ~~rate~~2012 ~~method~~(the “Toggle Notes Indenture”).

~~Total~~The ~~Borrowings~~Toggle Notes are structurally subordinated to the Senior Notes and any other indebtedness and other liabilities of the Company and other subsidiaries of Holdings. Claims of creditors of the Company and such other Holdings subsidiaries, including trade creditors, the Senior Secured Credit Facilities lenders and claims of preferred stockholders will have priority with respect to the assets and earnings over the claims of Holdings’ creditors, including the holders of the Toggle Notes. The Company and its subsidiaries are not guarantors or obligors of the Toggle Notes. In addition, the Toggle Notes are unsecured. None of the Company’s assets, or any of its subsidiaries’ assets, are pledged to secure the Toggle Notes. Holdings is the Company’s indirect parent company with no material operations of its own and only limited assets or operations other than the indirect ownership of all of the Company’s capital stock. Accordingly, Holdings is dependent upon the distribution of the earnings of its subsidiaries, whether in the form of dividends, advances, payments on account of intercompany obligations or otherwise, to service its debt obligations. Therefore, subject to the limitations placed upon the Company by its debt covenants, the Company plans to provide Holdings, through the declaration and payment of cash dividends, the funds required by Holdings to service the Toggle Notes on at least a semi-annual basis starting with the payment due on June 15, 2013. Interest payments on the Toggle Notes are due June 15 and December 15 of each year until maturity. The amount of the semi-annual dividend that the Company plans to pay Holdings, subject to compliance with its own debt covenants, is $14.4 million, which is equal to the semi-annual Toggle Note interest payment.

Total borrowings consisted of the following at September 30, 2012 and December 31, 2011:

(in thousands)	September 30,2012			December 31,2011
Short-Term Debt:
Revolving Credit Facility	$	—		$	—
Term Loan Facility		—			56,417
Net Short-Term Debt:	$	—		$	56,417
Long-Term Debt:
Term Loan Facility	$	1,302,882		$	1,278,495
Senior Notes		700,000			700,000
Less Original Issue Discount—Term Loan		(29,892	)		(34,278	)
Less Original Issue Discount—Senior Notes		(12,804	)		(14,433	)
Net Long-Term Debt	$	1,960,186		$	1,929,784

The future minimum principal payments due under the Senior Secured Credit Facilities and for the Senior Notes due 2018 are as follows (in thousands):

Year Ending December 31,	Principal Payments
Remainder of 2012	$	—
2013		—
2014		8,320
2015		13,450
2016		13,450
2017 and thereafter		1,967,662
Total	$	2,002,882

14. Derivatives

Interest Rate Cap- Cash Flow Hedge

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company manages its exposure to some of its interest rate risks by the use of derivative financial instruments. The Company currently uses derivatives for risk management purposes and not for speculative purposes.

On September 13, 2010, the Company entered into three separate interest rate cap agreements to help mitigate the interest rate volatility associated with the variable rate interest on ~~the term loans borrowed under~~ its Senior Secured Credit Facilities. Interest rate cap agreements provide the right ~~for the Company~~ to receive cash if ~~the~~a reference interest rate ~~on the term loans~~ rises above ~~the~~a ~~interest rate cap agreement~~ contractual rate. The value ~~of the cap agreement~~ increases as the reference ~~term loan~~ interest rate rises. The aggregate premium of the cap agreements is $5.0 million, including a deferred financing charge of approximately $0.5 million. This aggregate premium is payable quarterly over twelve quarters, beginning September 30, 2011.

The critical terms of the interest rate caps ~~agreements~~ were designed to mirror the terms of the Company’s LIBOR- based ~~term loan~~ borrowings under its Senior Secured Credit Facilities and ~~as a result,~~ the Company has determined ~~at inception that~~ the hedging relationship ~~was~~to be highly effective. Based on this, the Company re-designated these derivatives as cash flow hedges of the ~~interest~~variability ~~rate~~of ~~risk~~a portion ~~attributable~~of to the ~~forecasted~~ LIBOR- based interest payments as follows:

• Up to $700 million of principal payments during the period September 30, 2011 to September 30, 2012,.

•

Up to $575 million of principal payments during the period October 1, 2012 to September 30, 2013, and

•

Up to $450 million of principal payments during the period October 1, 2013 to September 30, 2014.

To the extent the cash flow hedge is effective at offsetting the changes in cash flow being hedged, changes in its fair value are recognized in accumulated other comprehensive income (“AOCI”), until the hedged item affects earnings. Changes in fair value relating to the ineffective portion are immediately recognized in earnings. Changes in the fair value of derivatives that are not designated as hedges are recorded in earnings each period. As of March 31, 2013 and December 31, 2012, the Company determined that the existence of hedge ineffectiveness, if any, was immaterial and all changes in the fair value of the caps are recorded in the Condensed Consolidated Statements of Comprehensive Income as a component of AOCI.

The aggregate fair value of these interest rate caps was determined to be approximately $4.5 million at inception and approximately $0.01 million at March 31, 2013 and December 31, 2012, respectively, and is included in Other assets on the Company’s Condensed Consolidated Balance Sheets. Refer to Note 5 “Fair Value Measurements” above for related fair value disclosures.

The tables below present the location of the Company’s derivative financial instruments on the Condensed Consolidated Balance Sheet and the income recognized in AOCI related to the interest rate caps for the following periods ended (in thousands):

Balance
Sheet
Location

March 31,
2013

December 31,
2012

Assets:

Derivative instruments designated as a cash flow hedge:

Interest rate cap contracts

Other Assets

INTERACTIVE DATA CORPORATION AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

• Up to $575 million of principal payments during the period October 1, 2012 to September 30, 2013, and


(In thousands, except per share amounts)	Three Months Ended March 31, 2013		Three Months Ended March 31, 2012
Amount of income recognized in other comprehensive (loss) income, net of taxes:

Interest rate caps	$	2	$	(218	)

•During Upthe toeach of the quarters ended March 31, 2013 and March 31, 2012, $~~450~~0.4 million was reclassified from AOCI to the Company’s Condensed Consolidated Statement of ~~principal~~Operations ~~payments~~related ~~during~~to the ~~period~~derivative ~~October~~financial instruments. The Company expects to similarly reclassify approximately $1,.5 ~~2013~~million from AOCI to ~~September~~the ~~30,~~Consolidated ~~2014~~Statement of Operations in the next twelve months.

To the extent the cash flow hedge is effective at offsetting the changes in cash flow being hedged, changes in its fair value are recognized in accumulated other comprehensive income (“AOCI”), until the hedged item affects earnings. Changes in fair value relating to the ineffective portion are immediately recognized in earnings. Changes in the fair value of derivatives that are not designated as hedges are recorded in earnings each period. As of September 30, 2012 and December 31, 2011, the Company determined that the existence of hedge ineffectiveness, if any, was immaterial and all changes in the fair value of the caps are recorded in the Condensed Consolidated Statements of Comprehensive Income as a component of AOCI.

The aggregate fair value of these interest rate caps was determined to be approximately $4.5 million at inception and approximately $0.05 million and $0.6 million at September 30, 2012 and December 31, 2011, respectively, and is included in Other assets on the Company’s Condensed Consolidated Balance Sheets. Refer to Note 5 “Fair Value Measurements” above for related fair value disclosures.

The tables below present the location of the Company’s derivative financial instruments on the Consolidated Balance Sheet and the gains or losses recognized in AOCI related to the interest rate caps for the following reporting periods ended (in thousands):

Balance Sheet Location

September 30,2012

December 31,2011

Assets:

Derivative instruments designated as a cash flow hedge:

Interest rate cap contracts

Other Assets

583

(In thousands, except per share amounts)	Three Months EndedSeptember 30,2012		Three Months EndedSeptember 30,2011
Amount of gain recognized in other comprehensive income, net of taxes:
Interest rate caps	$	185	$	920
(In thousands, except per share amounts)	Nine Months EndedSeptember 30,2012		Nine Months EndedSeptember 30,2011
Amount of gain (loss) recognized in other comprehensive income, net of taxes:
Interest rate caps	$	353	$	(2,959	)

During the three and nine months ended September 30, 2012, $0.4 million and $1.1 million, respectively, was reclassified from AOCI to the Company’s Condensed Consolidated Statement of Operations related to the derivative financial instruments. The Company expects to similarly reclassify approximately $1.6 million from AOCI to the Consolidated Statement of Operations in the next twelve months. No amounts related to the derivative financial instruments were reclassified from AOCI to the Condensed Consolidated Statement of Operations during the three or nine months ended September 30, 2011.

15. Related Parties

Management Agreement

The Company is party to a Transaction Management Fee Agreement (the “Management Agreement”) with certain affiliates of the Sponsors. Pursuant to the terms of the Management Agreement, such affiliates will provide monitoring, advisory and consulting services to the Company and its subsidiaries and are entitled to receive an aggregate annual management fee of $3.0 million. Under the terms of the Management Agreement, this fee may increase in the event that the Company or any of its subsidiaries enter into any business combination with another entity that is large enough to constitute a “significant subsidiary” of the Company under Regulation S-X as promulgated by the SEC. Payments of the accrued fees are made on a quarterly basis. During ~~the~~each ~~three~~of ~~and~~the ~~nine~~quarters ~~months~~ ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~March 31, 2012, the Company recorded management fees in its Condensed Consolidated Statements of Operations under the Management Agreement of $0.8 million, ~~respectively,~~ and ~~$2.3~~included ~~million,~~amounts ~~respectively. The amount~~ due to such affiliates of the Sponsors atof ~~September 30, 2012 and December 31, 2011 was~~ approximately $0.84 million, ~~and is included~~ in Accrued liabilities on the Company’s Condensed Consolidated Balance Sheets at March 31, 2013 and December 31, 2012.

As of ~~September~~March 3031, ~~2012~~2013, certain executives have purchased an aggregate of 36.9 million shares of Holdings Common Stock for one dollar ($1.00) per share. These individuals are employees of the Company and the Company is a consolidated subsidiary of Holdings. Refer to Note 3 “Stock-Based Compensation” for further discussion of the ~~Company’s~~ associated long-term restricted stock liability.

16. Subsequent Events

The Company has evaluated all events and transactions that occurred after the balance sheet date of ~~September~~March 3031, ~~2012~~ 2013 up through the issuance of these financial statements and has ~~not~~concluded ~~identified~~there ~~any~~are ~~material~~no subsequent events requiring disclosure.

17. Guarantor Subsidiaries

On July 29, 2010, the Company issued $700.0 million aggregate principal amount Senior Notes as described in Note 13. The Senior Notes are jointly and severally, fully and unconditionally guaranteed on a senior unsecured basis by each of the Company’s existing and future direct and indirect domestic subsidiaries that guarantees the Company’s obligations under the Senior Secured Credit Facility described in Note 13, (collectively, the “Guarantors”). Each of the Guarantors is 100% owned, directly or indirectly, by the Company. Subsidiaries of the Company, either direct or indirect, that do not guarantee the Senior Notes are referred to as “Non-Guarantors”. The Guarantors also unconditionally guaranteed the Senior Secured Credit Facility, described in Note 13.

The following condensed consolidating financial statements are presented for the information of the holders of the Senior Notes and present the Condensed Consolidating Statements of Operations and Comprehensive (Loss) Income for the three months ended March 31, 2013 and 2012, the Condensed Consolidating Balance Sheets as of March 31, 2013 and December 31, 2012, and the Condensed Consolidating Statements of Cash Flows for the three months ended March 31, 2013 and 2012, respectively, of the parent companies, including but not limited to Interactive Data Corporation (which is the issuer of the Notes), the Guarantors, the Non-Guarantors, and the elimination entries necessary to consolidate the issuer with the Guarantors and Non-Guarantors.

Investments in subsidiaries are accounted for using the equity method for purposes of the consolidating presentation. The principal elimination entries relate to investments in subsidiaries and intercompany balances and transactions. Separate financial statements and other disclosures with respect to the subsidiary guarantors have not been provided as management believes the following information is sufficient, as the guarantor subsidiaries are 100% owned by the parent and all guarantees are full and unconditional, subject to the customary automatic release provisions described above.

INTERACTIVE DATA CORPORATION AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

17. Guarantor Subsidiaries

On July 29, 2010 the Company issued $700.0 million aggregate principal amount Senior Notes as described in Note 13. The Senior Notes are jointly and severally, fully and unconditionally guaranteed on a senior unsecured basis by each of the Company’s existing and future direct and indirect domestic subsidiaries that guarantees the Company’s obligations under the Senior Secured Credit Facility described in Note 13 (collectively, the “Guarantors”). Each of the Guarantors is 100% owned, directly or indirectly, by the Company. Subsidiaries of the Company, either direct or indirect, that do not guarantee the Senior Notes are referred to as “Non-Guarantors.” The Guarantors also unconditionally guaranteed the Senior Secured Credit Facilities, described in Note 13.

The following condensed consolidating financial statements are presented for the information of the holders of the Senior Notes and present the Condensed Consolidating Statements of Operations and Comprehensive Income for the three and nine months ended September 30, 2012 and 2011, the Condensed Consolidating Balance Sheets as of September 30, 2012 and December 31, 2011, and the Condensed Consolidating Statements of Cash Flows for the nine months ended September 30, 2012 and 2011, respectively, of the parent companies, including but not limited to the Company (which is the issuer of the Notes), the Guarantors, the Non-Guarantors, and the elimination entries necessary to consolidate and combine the issuer with the Guarantors and Non-Guarantors on a consolidated and combined basis.

Investments in subsidiaries are accounted for using the equity method for purposes of the consolidating presentation. The principal elimination entries relate to investments in subsidiaries and intercompany balances and transactions. Separate financial statements and other disclosures with respect to the subsidiary guarantors have not been provided as the Company believes the following information is sufficient, as the guarantor subsidiaries are 100% owned by the parent and all guarantees are full and unconditional.

INTERACTIVE DATA CORPORATION AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2012~~2013

(In thousands)

	Parent			Guarantor			Non-Guarantor
	Parent(Issuer)			GuarantorSubsidiaries			Non-GuarantorSubsidiaries			Eliminations			Consolidated
	(Issuer)			Subsidiaries			Subsidiaries			Eliminations			Consolidated
REVENUE	$	13,003		$	147,927		$	76,427		$	(13,853	)	$	223,504
REVENUE	$	21,398		$	133,918		$	80,089		$	(17,332	)	$	218,073
COSTS AND EXPENSES:
Cost of services		1011,~~862~~706			3534,~~678~~789			2630,~~457~~498			(853,103	)		7273,~~912~~890
Selling, general and administrative		16,~~192~~086			31,~~129~~879			3326,~~548~~516			(1710,~~248~~748	)		63,~~621~~733
Depreciation		3,~~195~~260			4,~~404~~701			23,~~719~~085			—			1011,~~318~~046
Amortization		31,~~219~~116			21,~~485~~638			98,~~790~~676			—			3431,~~494~~430
Total costs and expenses		3332,~~468~~168			9293,~~696~~007			7268,~~514~~775			(1713,~~333~~851	)		~~181~~180,~~345~~099
(LOSS) INCOME FROM OPERATIONS		(1219,~~070~~165	)		4154,~~222~~920			7,~~575~~652			1(2	)		3643,~~728~~405
Interest (expense) income, net		(37,368	)		(66	)		62			—			(37,372	)
Interest expense, net		(34,843	)		(67	)		(300	)		1			(35,209	)
Other income, net		—310			~~300~~—			2923			—			~~329~~333
(LOSS) INCOME BEFORE INCOME TAXES		(49,438	)		41,456			7,666			1			(315	)
Loss on extinguishment of debt		(10,213	)		—			—			—			(10,213	)
Income tax (benefit) expense		(30,048	)		16,872			(5,181	)		—			(18,357	)
(LOSS) INCOME BEFORE INCOME TAXES		(63,911	)		54,853			7,375			(1	)		(1,684	)
Equity earnings of subsidiaries, net of taxes		37,431			—			—			(37,431	)		—
Income tax (benefit) expense		(26,701	)		22,325			3,560			—			(816	)
NET INCOME	$	18,041		$	24,584		$	12,847		$	(37,430	)	$	18,042
Equity earnings of subsidiaries, net of taxes		36,343			—			—			(36,343	)		—
NET (LOSS) INCOME	$	(867	)	$	32,528		$	3,815		$	(36,344	)	$	(868	)

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2011~~2012

(In thousands)

	Parent			Guarantor			Non-Guarantor
	Parent(Issuer)			GuarantorSubsidiaries			Non-GuarantorSubsidiaries			Eliminations			Consolidated
	(Issuer)			Subsidiaries			Subsidiaries			Eliminations			Consolidated
REVENUE	$	22,092		$	130,638		$	76,751		$	(12,949	)	$	216,532
REVENUE	$	21,228		$	131,606		$	81,236		$	(16,220	)	$	217,850
COSTS AND EXPENSES:
Cost of services		910,~~541~~095			3738,~~141~~510			2726,~~426~~541			(~~2,027~~472	)		7274,~~081~~674
Selling, general and administrative		1620,~~284~~508			3031,~~415~~839			3128,~~348~~739			(1412,~~194~~478	)		6368,~~853~~608
Depreciation		2,~~786~~868			4,~~168~~346			2,~~647~~430			—			9,~~601~~644
Amortization		3,~~528~~220			2521,~~967~~485			129,~~045~~852			—			4134,~~540~~557
Total costs and expenses		3236,~~139~~691			9796,~~691~~180			7367,~~466~~562			(1612,~~221~~950	)		187,~~075~~483
(LOSS) INCOME FROM OPERATIONS		(1014,~~911~~599	)		3334,~~915~~458			79,~~770~~189			1			3029,~~775~~049
Interest expense, net		(38,210	)		(62	)		(118	)		—			(38,390	)
Interest (expense) income, net		(37,876	)		(81	)		134			(1	)		(37,824	)
Other income, net		—			30			2			(2	)		30
Other income (expense), net		242			—			5,543			(5,538	)		247
(LOSS) INCOME BEFORE INCOME TAXES		(4952,~~121~~233	)		3334,~~883~~377			714,~~654~~866			(15,538	)		(78,~~585~~528	)
Income tax (benefit) expense		(2021,~~151~~335	)		13,~~790~~991			~~(10~~7,~~977~~608	)		~~(95~~—	)		~~(17,433~~264	)
Equity earnings of subsidiaries, net of taxes		3827,~~724~~644			—			—			(3827,~~724~~644	)		—
NET INCOME	$	9,754		$	20,093		$	18,631		$	(38,630	)	$	9,848
NET (LOSS) INCOME	$	(3,254	)	$	20,386		$	7,258		$	(33,182	)	$	(8,792	)

2221

INTERACTIVE DATA CORPORATION AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF ~~OPERATIONS~~COMPREHENSIVE (LOSS) INCOME

~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER 30~~MARCH 31, ~~2012~~2013

(In thousands)

	Parent			Guarantor			Non-Guarantor
	Parent(Issuer)			GuarantorSubsidiaries			Non-GuarantorSubsidiaries			Eliminations			Consolidated
	(Issuer)			Subsidiaries			Subsidiaries			Eliminations			Consolidated
NET (LOSS) INCOME	$	(867	)	$	32,528		$	3,815		$	(36,344	)	$	(868	)
REVENUE	$	65,383		$	400,457		$	237,282		$	(47,274	)	$	655,848
OTHER COMPREHENSIVE INCOME (LOSS):
COSTS AND EXPENSES:
Unrealized loss on securities, net of tax		(98	)		—			—			—			(98	)
Cost of services		31,735			111,392			81,243			(2,995	)		221,375
Foreign currency translation adjustments		—			—			(92,335	)		40,151			(52,184	)
Selling, general and administrative		53,298			93,505			94,181			(44,280	)		196,704
Pension adjustment, net of tax		—			—			(7	)		—			(7	)
Depreciation		9,327			13,117			7,678			—			30,122
Change in value of hedged interest rate caps, net of tax		2			—			—			—			2
Amortization		9,658			64,455			29,455			—			103,568
Less reclassification adjustment for interest rate cap related interest expense included in net income		223			—			—			—			223
Total costs and expenses		104,018			282,469			212,557			(47,275	)		551,769
Total other comprehensive income (loss), net of tax		127			—			(92,342	)		40,151			(52,064	)
(LOSS) INCOME FROM OPERATIONS		(38,635	)		117,988			24,725			1			104,079
COMPREHENSIVE (LOSS) INCOME	$	(740	)	$	32,528		$	(88,527	)	$	3,807		$	(52,932	)
Interest (expense) income, net		(112,472	)		(223	)		331			—			(112,364	)
Other income, net		242			300			62			—			604
(LOSS) INCOME BEFORE INCOME TAXES		(150,865	)		118,065			25,118			1			(7,681	)
Income tax (benefit) expense		(61,479	)		48,052			(3,611	)		—			(17,038	)
Equity earnings of subsidiaries, net of taxes		98,742			—			—			(98,742	)		—
NET INCOME	$	9,356		$	70,013		$	28,729		$	(98,741	)	$	9,357

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF ~~OPERATIONS~~COMPREHENSIVE (LOSS) INCOME

~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER 30~~MARCH 31, ~~2011~~2012

(In thousands)

	Parent			Guarantor			Non-Guarantor
	Parent(Issuer)			GuarantorSubsidiaries			Non-GuarantorSubsidiaries			Eliminations			Consolidated
	(Issuer)			Subsidiaries			Subsidiaries			Eliminations			Consolidated
NET (LOSS) INCOME	$	(3,254	)	$	20,386		$	7,258		$	(33,182	)	$	(8,792	)
REVENUE	$	64,655		$	388,385		$	238,634		$	(46,024	)	$	645,650
OTHER COMPREHENSIVE INCOME (LOSS):
COSTS AND EXPENSES:
Unrealized gain on securities, net of tax		60			—			—			—			60
Cost of services		28,701			115,145			79,444			(4,260	)		219,030
Foreign currency translation adjustments		—			—			33,514			(17,407	)		16,107
Selling, general and administrative		56,406			88,092			87,357			(41,766	)		190,089
Pension adjustment, net of tax		—			—			(10	)		—			(10	)
Depreciation		8,087			14,443			7,663			—			30,193
Change in value of hedged interest rate caps, net of tax		(218	)		—			—			—			(218	)
Amortization		10,583			87,585			39,687			—			137,855
Less reclassification adjustment for interest rate cap related interest expense included in net income		223			—			—			—			223
Total costs and expenses		103,777			305,265			214,151			(46,026	)		577,167
Total other comprehensive income, net of tax		65			—			33,504			(17,407	)		16,162
(LOSS) INCOME FROM OPERATIONS		(39,122	)		83,120			24,483			2			68,483
COMPREHENSIVE (LOSS) INCOME	$	(3,189	)	$	20,386		$	40,762		$	(50,589	)	$	7,370
Interest expense, net		(118,440	)		(195	)		(390	)		—			(119,025	)
Other income (expense), net		214			(2,924	)		2			—			(2,708	)
Loss on extinguishment of debt		(25,450	)		—			—			—			(25,450	)
(LOSS) INCOME BEFORE INCOME TAXES		(182,798	)		80,001			24,095			2			(78,700	)
Income tax (benefit) expense		(77,428	)		32,560			(6,332	)		(95	)		(51,295	)
Equity earnings of subsidiaries, net of taxes		77,868			—			—			(77,868	)		—
NET (LOSS) INCOME	$	(27,502	)	$	47,441		$	30,427		$	(77,771	)	$	(27,405	)

2322

INTERACTIVE DATA CORPORATION AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

THREE MONTHS ENDED SEPTEMBER 30, 2012

(In thousands)

	Parent(Issuer)			GuarantorSubsidiaries		Non-GuarantorSubsidiaries			Eliminations			Consolidated
NET INCOME	$	18,041		$	24,584	$	12,847		$	(37,430	)	$	18,042
OTHER COMPREHENSIVE INCOME (LOSS):
Unrealized gain on securities, net of tax		106			—		—			—			106
Foreign currency translation adjustments		—			—		41,129			(17,542	)		23,587
Pension adjustment, net of tax		—			—		(9	)		—			(9	)
Change in value of hedged interest rate caps, net of tax		(38	)		—		—			—			(38	)
Less reclassification adjustment for interest rate cap related interest expense included in net income		223			—		—			—			223
Total other comprehensive income, net of tax		291			—		41,120			(17,542	)		23,869
COMPREHENSIVE INCOME	$	18,332		$	24,584	$	53,967		$	(54,972	)	$	41,911

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

THREE MONTHS ENDED SEPTEMBER 30, 2011

(In thousands)

	Parent(Issuer)			GuarantorSubsidiaries		Non-GuarantorSubsidiaries			Eliminations			Consolidated
NET INCOME	$	9,754		$	20,093	$	18,631		$	(38,630	)	$	9,848
OTHER COMPREHENSIVE INCOME (LOSS):
Unrealized loss on securities, net of tax		(525	)		—		—			—			(525	)
Foreign currency translation adjustments		—			—		(55,386	)		22,714			(32,672	)
Pension adjustment, net of tax		—			—		(5	)		—			(5	)
Change in value of hedged interest rate caps, net of tax		(920	)		—		—			—			(920	)
Total other comprehensive loss, net of tax		(1,445	)		—		(55,391	)		22,714			(34,122	)
COMPREHENSIVE INCOME (LOSS)	$	8,309		$	20,093	$	(36,760	)	$	(15,916	)	$	(24,274	)

INTERACTIVE DATA CORPORATION AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

NINE MONTHS ENDED SEPTEMBER 30, 2012

(In thousands)

	Parent(Issuer)			GuarantorSubsidiaries		Non-GuarantorSubsidiaries			Eliminations			Consolidated
NET INCOME	$	9,356		$	70,013	$	28,729		$	(98,741	)	$	9,357
OTHER COMPREHENSIVE INCOME (LOSS):
Unrealized gain on securities, net of tax		119			—		—			—			119
Foreign currency translation adjustments		—			—		44,040			(21,184	)		22,856
Pension adjustment, net of tax		—			—		(23	)		—			(23	)
Change in value of hedged interest rate caps, net of tax		(316	)		—		—			—			(316	)
Less reclassification adjustment for interest rate cap related interest expense included in net income		669			—		—			—			669
Total other comprehensive income, net of tax		472			—		44,017			(21,184	)		23,305
COMPREHENSIVE INCOME	$	9,828		$	70,013	$	72,746		$	(119,925	)	$	32,662

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

NINE MONTHS ENDED SEPTEMBER 30, 2011

(In thousands)

	Parent(Issuer)			GuarantorSubsidiaries		Non-GuarantorSubsidiaries			Eliminations			Consolidated
NET (LOSS) INCOME	$	(27,502	)	$	47,441	$	30,427		$	(77,771	)	$	(27,405	)
OTHER COMPREHENSIVE INCOME (LOSS):
Unrealized loss on securities, net of tax		(469	)		—		—			—			(469	)
Foreign currency translation adjustments		118			—		(6,296	)		2,670			(3,508	)
Pension adjustment, net of tax		—			—		25			—			25
Change in value of hedged interest rate caps, net of tax		(2,959	)		—		—			—			(2,959	)
Total other comprehensive loss, net of tax		(3,310	)		—		(6,271	)		2,670			(6,911	)
COMPREHENSIVE (LOSS) INCOME	$	(30,812	)	$	47,441	$	24,156		$	(75,101	)	$	(34,316	)

INTERACTIVE DATA CORPORATION AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

~~SEPTEMBER~~MARCH 3031, ~~2012~~2013

(In thousands)

	Parent		Guarantor		Non-Guarantor
	Parent(Issuer)		GuarantorSubsidiaries		Non-GuarantorSubsidiaries		Eliminations			Consolidated
	(Issuer)		Subsidiaries		Subsidiaries		Eliminations			Consolidated
ASSETS
Assets:
Cash and cash equivalents	$	~~174~~183	$	9988,~~785~~396	$	~~165~~134,~~850~~655	$	—		$	~~265~~223,~~809~~234
Short-term investments		—		—		2312,~~594~~702		—			2312,~~594~~702
Accounts receivable, net of allowance for doubtful accounts and sales credits		95,~~478~~003		86100,~~308~~222		3643,~~397~~430		—			~~132~~148,~~183~~655
Due from affiliate		—		~~577~~987,~~514~~156		~~333~~374,~~564~~927		(~~911~~1,~~078~~362,083	)		—
Prepaid expenses and other current assets		86,~~817~~098		47,~~954~~157		106,~~840~~995		1—			2420,~~612~~250
Income tax receivable		~~854~~488		5,~~243~~609		152		—			6,249
Deferred tax assets		2,~~920~~084		1723,~~936~~963		86,~~698~~357		—			2932,~~554~~404
Total current assets		2213,~~243~~856		~~791~~1,~~740~~212,503		579,~~095~~218		(~~911~~1,~~077~~362,083	)		~~482~~443,~~001~~494
Property and equipment, net		6071,~~332~~787		3937,~~821~~240		3836,~~245~~817		—			~~138~~145,~~398~~844
Goodwill		~~148~~85,~~179~~954		1,~~070~~111,~~180~~897		~~428~~420,~~072~~866		—			1,~~646~~618,~~431~~717
Intangible assets, net		7216,~~640~~716		1,~~175~~183,~~152~~619		~~478~~433,~~212~~527		—			1,~~726~~633,~~004~~862
Deferred financing costs, net		4739,~~228~~348		—		—		—			4739,~~228~~348
Other assets		~~705~~833		1,~~542~~743		2,~~334~~785		~~393~~398			45,~~974~~759
Investment in subsidiaries		3,~~592~~952,~~143~~589		—		1,~~327~~292,~~422~~917		(45,~~919~~245,~~565~~506	)		—
Total Assets	$	34,~~943~~181,~~470~~083	$	3,~~078~~547,~~435~~002	$	2,~~853~~766,~~380~~130	$	(56,~~830~~607,~~249~~191	)	$	43,~~045~~887,~~036~~024
LIABILITIES AND STOCKHOLDER’S EQUITY
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Accounts payable, trade	$	~~373~~327	$	7,~~115~~038	$	86,~~725~~170	$	—		$	1613,~~213~~535
Accrued liabilities		2225,~~918~~702		2825,~~779~~435		3027,~~083~~272		—(66	)		8178,~~780~~343
Payables to affiliates		~~573~~979,~~161~~405		—		~~337~~382,~~429~~125		(~~910~~1,~~590~~361,530	)		—
Interest payable		12,646		54		—		—			12,700
Borrowings, current		9,401		—		—		—			9,401
Income taxes payable		922		5,661		2,740		—			9,323
Interest payable		12,697		52		—		—			12,749
Deferred revenue		7,451		4,885		17,297		—			29,633
Income taxes payable		47		545		5,182		—			5,774
Total current liabilities		617,471		46,494		396,274		(910,590	)		149,649
Deferred revenue		5,875		6,203		16,685		—			28,763
Income taxes payable		711		4,365		2,142		—			7,218
Total current liabilities		1,033,454		39,273		437,434		(1,361,596	)		148,565
Deferred tax liabilities		69,819		428,891		116,768		—			615,478
Income taxes payable		707		8,125		1,349		—			10,181
Other liabilities		38,755		3,346		13,876		—			55,977
Deferred tax liabilities		39,744		457,050		105,870		—			602,664
Borrowings, net of original issue discount		1,960,186		—		—		—			1,960,186
Other liabilities		37,905		3,448		14,988		—			56,341
Total Liabilities		2,686,942		483,096		529,060		(910,590	)		2,788,508
Borrowings, net of current portion and original issue discount		1,956,977		—		—		—			1,956,977
Total Stockholder’s Equity		1,256,528		2,595,339		2,324,320		(4,919,659	)		1,256,528
Total Liabilities		3,068,787		507,896		559,641		(1,361,596	)		2,774,728
Total Liabilities and Equity	$	3,943,470	$	3,078,435	$	2,853,380	$	(5,830,249	)	$	4,045,036
Total Stockholders’ Equity		1,112,296		3,039,106		2,206,489		(5,245,595	)		1,112,296
Total Liabilities and Equity	$	4,181,083	$	3,547,002	$	2,766,130	$	(6,607,191	)	$	3,887,024

2623

INTERACTIVE DATA CORPORATION AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, ~~2011~~2012

(In thousands)

	Parent		Guarantor		Non-Guarantor
	Parent(Issuer)		GuarantorSubsidiaries		Non-GuarantorSubsidiaries		Eliminations			Consolidated
	(Issuer)		Subsidiaries		Subsidiaries		Eliminations			Consolidated
ASSETS
Assets:
Cash and cash equivalents	$	~~284~~289	$	~~117~~46,~~468~~451	$	~~144~~177,~~400~~857	$	—		$	~~262~~224,~~152~~597
Accounts receivable, net of allowance for doubtful accounts and sales credits		8,764		79,523		29,961		—			118,248
Short-term investments		—		—		23,581		—			23,581
Due from affiliate		10,309		397,121		324,783		(732,213	)		—
Accounts receivable, net of allowance for doubtful accounts and sales credits		9,382		86,717		38,756		—			134,855
Prepaid expenses and other current assets		9,288		6,384		11,747		—			27,419
Due from affiliate		60,775		703,877		277,246		(1,041,898	)		—
Income tax receivable		854		5,243		154		—			6,251
Prepaid expenses and other current assets		7,889		5,878		11,253		1			25,021
Deferred tax assets		4,584		28,160		9,537		—			42,281
Income tax receivable		854		5,243		156		—			6,253
Total current assets		34,083		633,899		520,582		(732,213	)		456,351
Deferred tax assets		2,104		12,927		8,365		—			23,396
Property and equipment, net		45,500		45,178		31,611		—			122,289
Total current assets		81,293		861,093		537,214		(1,041,897	)		437,703
Goodwill		147,341		1,064,133		425,652		—			1,637,126
Property and equipment, net		65,407		37,459		40,054		—			142,920
Intangible assets, net		82,298		1,239,607		496,212		—			1,818,117
Goodwill		147,649		1,066,351		426,541		—			1,640,541
Deferred financing costs, net		54,478		—		—		—			54,478
Intangible assets, net		69,420		1,153,667		467,565		—			1,690,652
Other assets		1,172		1,648		2,095		395			5,310
Deferred financing costs, net		44,854		—		—		—			44,854
Investment in subsidiaries		3,423,531		384,944		1,305,634		(5,114,109	)		—
Other assets		993		1,573		2,677		395			5,638
Total Assets	$	3,788,403	$	3,369,409	$	2,781,786	$	(5,845,927	)	$	4,093,671
Investment in subsidiaries		3,593,228		—		1,331,341		(4,924,569	)		—
LIABILITIES AND STOCKHOLDER’S EQUITY
Total Assets	$	4,002,844	$	3,120,143	$	2,805,392	$	(5,966,071	)	$	3,962,308
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Accounts payable, trade	$	~~255~~417	$	109,~~271~~621	$	7,~~385~~285	$	—		$	17,~~911~~323
Accrued liabilities		3133,~~956~~353		3024,~~289~~941		2629,~~969~~076		—(23	)		8987,~~214~~347
Payables to affiliates		~~396~~697,~~617~~190		—		~~335~~344,~~108~~198		(~~731~~1,~~725~~041,388	)		—
Borrowings, current		5620,~~417~~258		—		—		—			5620,~~417~~258
Interest payable		30,~~523~~257		6153		—		—			30,~~584~~310
Income taxes payable		~~557~~80		~~3,420~~491		35,~~031~~007		—			75,~~008~~578
Deferred revenue		7,~~942~~205		5,~~538~~039		1110,~~464~~364		—			2422,~~944~~608
Total current liabilities		~~524~~788,~~267~~760		4940,~~579~~145		~~383~~395,~~957~~930		(~~731~~1,~~725~~041,411	)		~~226~~183,~~078~~424
Income taxes payable		1,~~276~~226		7,~~836~~528		12,~~794~~238		—			10,~~906~~992
Deferred tax liabilities		7368,~~227~~642		~~449~~421,~~821~~656		~~124~~114,~~042~~024		—			~~647~~604,~~090~~322
Other liabilities		3938,~~944~~462		83,~~169~~344		1116,~~795~~010		—			5957,~~908~~816
Borrowings, net of current portion and original issue discount		1,~~929~~941,~~784~~887		—		—		—			1,~~929~~941,~~784~~887
Total Liabilities		2,~~568~~838,~~498~~977		~~515~~472,~~405~~673		~~521~~528,~~588~~202		(~~731~~1,~~725~~041,411	)		2,~~873~~798,~~766~~441
Total Stockholder’s Equity		1,219,905		2,854,004		2,260,198		(5,114,202	)		1,219,905
Total Stockholders’ Equity		1,163,867		2,647,470		2,277,190		(4,924,660	)		1,163,867
Total Liabilities and Equity	$	34,~~788~~002,~~403~~844	$	3,~~369~~120,~~409~~143	$	2,~~781~~805,~~786~~392	$	(5,~~845~~966,~~927~~071	)	$	43,~~093~~962,~~671~~308

2724

INTERACTIVE DATA CORPORATION AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2012~~2013

(In thousands)

	Parent(Issuer)			GuarantorSubsidiaries			Non-GuarantorSubsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net cash provided by (used in) operating activities	$	5416,~~922~~787		$	(744,~~892~~059	)	$	55(42,~~280~~495	)	$	~~159~~—		$	~~102~~18,~~469~~351
Cash flows from investing activities:
Purchase of property and equipment		(22,542	)		(9,512	)		(13,906	)		—			(45,960	)
Purchase of fixed assets		(11,819	)		(2,366	)		(2,169	)		—			(16,354	)
Purchase of short-term investments		—			—			(23,540	)		—			(23,540	)
Proceeds of insurance settlement related to property and equipment		—			350			—			—			350
Net cash used in investing activities		(22,542	)		(9,512	)		(37,446	)		—			(69,500	)
Purchases of short-term investments		—			—			(3,335	)		—			(3,335	)
Proceeds from sale of short-term investments		—			—			14,236			—			14,236
Net cash (used in) provided by investing activities		(11,819	)		(2,016	)		8,732			—			(5,103	)
Cash flows from financing activities:
Principal payments on long-term debt		(323,~~029~~649	)		—			—			—			(323,~~029~~649	)
Principal payments on capital leases		—			(279	)		—			—			(279	)
Payment of long-term debt issuance costs, net of proceeds		(1,009	)		—			—			—			(1,009	)
Capital contribution resulting from exercise of parent company stock options		787			—			—			—			787
Principal payments on capital leases		—			(98	)		—			—			(98	)
Payment of interest rate cap		(~~1,248~~416	)		—			—			—			(~~1,248~~416	)
Net cash used in financing activities		(325,~~490~~074	)		(~~279~~98	)		—			—			(325,~~769~~172	)
Effect of change in exchange rates on cash and cash equivalents		—			—			3(9,~~616~~439	)		~~(159~~—	)		3(9,~~457~~439	)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(~~110~~106	)		~~(17~~41,~~683~~945	)		21(43,~~450~~202	)		—			3(1,~~657~~363	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		~~284~~289			~~117~~46,~~468~~451			~~144~~177,~~400~~857			—			~~262~~224,~~152~~597
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	~~174~~183		$	9988,~~785~~396		$	~~165~~134,~~850~~655		$	—		$	~~265~~223,~~809~~234

2825

INTERACTIVE DATA CORPORATION AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2011~~2012

(In thousands)


	Parent (Issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net cash provided by (used in) operating activities	$	39,596		$	(42,897	)	$	4,964		$	115		$	1,778

Cash flows from investing activities:
Purchase of fixed assets		(6,849	)		(3,270	)		(4,501	)		—			(14,620	)
Purchases of short-term investments		—			—			(14,677	)		—			(14,677	)

Net cash used in investing activities		(6,849	)		(3,270	)		(19,178	)		—			(29,297	)

Cash flows from financing activities:
Principal payments on long-term debt		(32,331	)		—			—			—			(32,331	)
Principal payments on capital leases		—			(89	)		—			—			(89	)
Payment of interest rate cap		(416	)		—			—			—			(416	)

Net cash used in financing activities		(32,747	)		(89	)		—			—			(32,836	)

Effect of change in exchange rates on cash and cash equivalents		—			—			2,338			(115	)		2,223

NET DECREASE IN CASH AND CASH EQUIVALENTS		—			(46,256	)		(11,876	)		—			(58,132	)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		284			117,468			144,400			—			262,152


CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	284		$	71,212		$	132,524		$	—		$	204,020

	Parent(Issuer)			GuarantorSubsidiaries			Non-GuarantorSubsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net cash provided by operating activities	$	3,993		$	41,975		$	73,287		$	(81	)	$	119,174
Cash flows from investing activities:
Purchase of property and equipment		(10,476	)		(11,568	)		(8,734	)		(25	)		(30,803	)
Business and asset acquisitions, net of acquired cash		—			—			19			—			19
Net cash used in investing activities		(10,476	)		(11,568	)		(8,715	)		(25	)		(30,784	)
Cash flows from financing activities:
Proceeds from issuance of long-term debt, net of issuance costs		1,358			—			—			—			1,358
Principal payments on long-term debt		(6,726	)		—			—			—			(6,726	)
Capital contribution resulting from issuance of restricted parent company common stock		11,850			—			—			—			11,850
Net cash provided by financing activities		6,482			—			—			—			6,482
Effect of change in exchange rates on cash and cash equivalents		—			—			(1,491	)		106			(1,385	)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(1	)		30,407			63,081			—			93,487
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		218			47,510			75,976			—			123,704
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	217		$	77,917		$	139,057		$	—		$	217,191

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our condensed consolidated financial statements for the quarters ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012 included herein in Item 1, and our consolidated financial statements for the year ended December 31, ~~2011~~2012, included in our Annual Report on Form 10-K for the year ended December 31, ~~2011~~2012.

Amounts in the tables, including footnotes to the tables are shown in thousands.

Overview

We are a leading provider of financial market data, analytics and related solutions. Thousands of financial institutions, as well as hundreds of software and service providers subscribe to our services. We are one of the world’s largest providers of financial data, serving the mutual fund, bank, asset management, hedge fund, securities and financial instrument processing and administration sectors. We distribute our financial data and related offerings directly to customers and indirectly through value-added resellers (“VARs”), including software providers, processors and custodians.

We are wholly owned by Igloo Intermediate Corporation (“Intermediate”), which is wholly owned by Igloo Holdings Corporation (“Holdings”). Holdings is owned by investment funds affiliated with, and a co-investment vehicle controlled by, Silver Lake Group, LLC and Warburg Pincus LLC (the “Sponsors”). This Management Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) excludes the accounts of Intermediate and Holdings.

As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011, effective for the fourth quarter of 2011, the composition and description of our reportable segments was changed resulting in two new reportable segments: Pricing and Reference Data, and Trading Solutions. The change was made in response to operational and organizational initiatives undertaken during the preceding year and completed in the fourth quarter of 2011, and reflects the way we approach the market and analyze operating performance. The Pricing and Reference Data segment represents our evaluated pricing, reference data and fixed income analytics service areas. The Trading Solutions segment represents our real-time data feeds, ~~ultra~~trading ~~low latency~~ infrastructure managed services, hosted web applications and workstations. Historical financial results have been reclassified to reflect this change. Please refer to Note 6 “Segment Information” in the Notes to the Condensed Consolidated Financial Statements in Item 1 of this Quarterly Report on Form 10-Q.

Pricing and Reference Data

Our Pricing and Reference Data segment provides an extensive range of financial market data services and analytics to thousands of customers worldwide including banks, brokerage firms, mutual fund companies, exchange traded fund (“ETF”) sponsors, hedge funds, pension funds, insurance companies and asset management firms. In addition, our offerings are also used by financial information providers, information media companies, and VARs such as software providers, processors, custodians and other outsourcing organizations. The Pricing and Reference Data ~~segment~~Segment has three core offerings: 1) Evaluated pricing services, which are daily opinions of value, on approximately 2.8 million fixed income securities, international equities and other hard-to-value financial instruments; 2) Reference data, which encompasses listed markets pricing and descriptive information covering over ~~ten~~ 10 million global financial instruments for use across the securities and financial instrument processing lifecycle; and 3) Fixed income portfolio analytics, ~~management tools~~ and fixed income data to help manage risks and analyze the sources of investment risk and return. The Pricing and Reference Data segment accounted for $~~153~~157.25 million, or 70.25%, of our revenue for the three months ended ~~September~~March 3031, ~~2012 and $457~~2013.2 ~~million, or 69.7%, of our revenue for the nine months then ended.~~

Trading Solutions

Our Trading Solutions segment provides thousands of customers worldwide with products and services that support a range of trading, wealth management and other investment applications. The Trading Solutions segment has two primary offerings: 1) Real- time market data feeds and trading infrastructure managed services used by banks, brokerage firms, asset managers, hedge funds and ~~proprietary~~ proprietary trading firms in order to facilitate low latency electronic trading as well as support other ~~systems~~applications such as portfolio pricing, risk and ~~applications~~compliance; and 2) Customized hosted web applications and workstations that are used by financial advisors, energy and commodity professionals, active traders and individual investors, other investment community professionals, and a range of corporate clients. The Trading Solutions segment accounted for $6466.90 million, or 29.85%, of our revenue for the three months ended ~~September~~March 3031, ~~2012 and $198~~2013.7 ~~million, or 30.3%, of our revenue for the nine months then ended.~~

Forward-Looking Statements

Forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), are made throughout this Quarterly Report on Form 10-Q. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements include, among other things, the information concerning our possible future results of operations including revenue, costs of goods sold, and gross margin, future profitability, future economic improvement, business and growth strategies, financing plans, our competitive position and the effects of competition, the projected growth of the industries in which we operate, and our ability to consummate strategic acquisitions and other transactions. Forward-looking statements include statements that are not historical facts and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “plan,” “may,” “should,” “will,” “would,” “project,” and similar expressions. These forward-looking statements are based upon information currently available to us and are subject to a number of risks, including those detailed under the heading, “Risk Factors” in Item 1A in Part II, uncertainties, and other factors that could cause our actual results, performance, prospects, or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. While we may elect to update forward-looking statements in the future, we specifically disclaim any obligation to do so, even if our estimates change, and investors should not rely on those forward-looking statements as representing our views as of any date subsequent to the date of the filing of this report. Other than disclosed below, no material changes to important factors that could cause our actual results to differ materially from the results referred to in the forward-looking statements have been identified that differ from those disclosed in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our ~~2011~~2012 Annual Report on Form 10-K.

Business Strategy

We are focused on expanding our position as a trusted leader in the financial information services market. A key element of our strategy involves working closely with our largest direct institutional customers and redistributors to better understand and address their current and future financial market data needs. By better understanding customer needs, ~~we believe we can develop enhancements to existing services~~ and ~~introduce~~the ~~new~~following ~~services. More specifically, we are investing in internal development programs in ways that can enable us to deliver high-value services and solutions, and extend our global reach. In particular,~~key wepriorities ~~plan~~underpin ~~to continue expanding~~ our ~~market~~business ~~coverage,~~strategy: intensify our focus on growth-oriented international markets, and developing new and enhanced services, tools and solutions that further strengthen and expand existing customer relationships, and attract new customers and strategic partners worldwide. In recent months, we have made progress in each of these areas, which included launching a number of new services within our Pricing and Reference Data segment and initiating a variety of related programs within our Trading Solutions segment. As part of our efforts to build strong customer relationships, we continue to invest significant resources to provide high-quality, responsive customer support and service. We believe that our combination of strong account management and responsive customer support has contributed to our high customer retention rates as well as enhanced our ability to attract new customers.

30Enhance Breadth and Scope of Product Offerings to Cater to Customers’ Needs. A key element of our strategy involves working closely with our largest direct institutional customers and redistributors to better understand and address their current and future financial market data needs. By better understanding customer needs, we believe we can develop enhancements to existing services and introduce new services. We plan to develop new and enhanced services, tools and solutions that further strengthen and expand existing customer relationships, and attract new customers and strategic partners worldwide. As part of our efforts to build strong customer relationships, we continue to invest significant resources to provide high-quality, responsive customer support and service. We believe that our combination of strong account management and responsive customer support has contributed to our high customer retention rates as well as enhanced our ability to attract new customers.

ToDuring ~~support~~ the ~~aforementioned~~first ~~product~~quarter ~~development~~of ~~activities~~2013, we ~~continue~~advanced to advance programs that can further improve our technical infrastructure, increase our operational efficiency, optimize our cost structure and facilitate future revenue growth. More specifically, we are investing to reengineer our product technology and replace legacy product systems with a ~~new~~number ~~unified~~of ~~technical~~initiatives ~~architecture~~aimed ~~that~~at ~~will~~enhancing ~~facilitate~~ the breadth ~~collection, aggregation~~ and ~~distribution~~scope of ~~the content that supports~~ our ~~core real-time~~offerings, ~~intraday~~accelerating ~~and~~the ~~end-~~development of~~-day~~ ~~evaluations~~innovative, ~~and~~new ~~listed~~products ~~market pricing~~ and ~~various other reference data~~ services~~. In addition~~, ~~strategic~~expanding ~~acquisitions~~market ~~have~~coverage ~~complemented our internal investment activities in the past,~~ and weenhancing ~~may elect to pursue certain strategic acquisitions in~~ the ~~future~~delivery inof ~~order~~our toservices: ~~achieve key business objectives.~~

We• ~~have~~Continued ~~historically~~development ~~invested our financial resources in organic growth initiatives and strategic acquisitions. As a result~~ of ~~the merger transaction described in Note 3, “Merger” in the Notes to the Consolidated Financial Statements in Item 8 of~~ our ~~Annual~~new ~~Report on Form 10~~web-Kbased ~~for~~transparency ~~the~~and ~~year~~workflow ~~ended December 31~~solution, ~~2011 (the “Merger”)~~Vantage, we ~~have~~which ~~incurred~~offers ~~significant~~insight ~~debt~~into ~~and~~the ~~our~~fixed ~~payment~~income ~~obligations~~markets ~~for our debt have reduced,~~ and ~~will continue to reduce,~~ our ~~cash~~evaluated ~~flow.~~pricing ~~However, even given these new uses of cash, we believe our business will continue to generate sufficient cash flow from operations to fund our operating cash needs for the next several years.~~ services;

•

Continued development of various delivery capabilities for Apex^SM, an innovative suite of pricing and reference data delivery options and managed services aimed at helping firms more easily and rapidly integrate our content across their enterprises while also increasing workflow efficiency and reducing operational costs;

•

Expanded our evaluated pricing coverage to new asset classes such as collateralized debt obligations and collateralized loan obligations;

•

Announced the development of real-time fixed income evaluations to further expand our fixed income pricing services;

•

Announced a new service to support the identification of instruments subject to recently implemented French and Italian Financial Transaction Taxes;

•

Advanced activities related to substantially enhancing our Consolidated Feed service (also known as PlusFeed) including expanding the number of stock exchanges and other market sources that clients can access, further leveraging our own reference data content, and expanding our technical and support staff to enhance overall quality and services.

•

Continued to develop additional managed services to help clients better monitor network performance; and

•

Introduced a new version of our FutureSource workstation that offers new content and functionality.

Create a Unified Technology Platform. We continue to maintain a broad range of delivery platforms and legacy technology infrastructures as a result of supporting long-standing client relationships and completing numerous acquisitions over the years. Following our acquisition in 2010 by affiliates of the Sponsors, we have made substantial progress toward developing and deploying a unified technical architecture that will enable us to consolidate our delivery platforms and legacy technology infrastructures, and facilitate cost-effective collection, aggregation and distribution of the content that supports our evaluated pricing, reference data and real-time feed services as well as various other offerings.

Improve Cost Structure and Drive Efficiencies. We continue to implement programs that can further improve our technical infrastructure, optimize our cost structure, increase our operational efficiency, and facilitate future revenue growth. Specifically, we focused on:

•

Technology & Operations: As discussed above, we are reengineering our product technology and replacing legacy product systems with a new unified technical architecture. We believe that this initiative will help us to reduce operating and capital expenses. As we make progress on this initiative, we also are leveraging initiatives to contain data acquisition and communications costs.

•

Procurement & Vendor Sourcing: We have focused on driving greater efficiencies and lowering or controlling costs in a number of areas such as communications, benefit plans, consulting and travel.

•

Organizational Optimization: We realigned staffing in various functional areas including technology, operations, sales, and corporate as well as consolidating certain facilities.

•

Public Company Costs: We rationalized certain expenses associated with supporting our former status as a company with publicly traded equity.

Expand our Business Internationally. The market for financial information services is global and many of our largest clients operate in multiple geographic regions. We are working to generate revenue growth outside of North America by extending our industry-leading capabilities across a wider range of multi-national and international clients and geographic regions. In order to achieve this, we have continued to realign resources to better support sales and product development activities, and direct additional resources in growth-oriented international markets including recruiting local management for certain international markets, advancing the local market relevancy and capabilities of our offerings and continuing to pursue third-party relationships, acquisitions and strategic alliances internationally.

Pursue Opportunistic Strategic Acquisitions. In the past, strategic acquisitions have complemented our internal investment activities, and we may elect to pursue certain strategic acquisitions in the future in order to achieve key business objectives.

Business and Market Trends

The global financial markets have experienced extreme volatility and disruption in recent years. As a result, financial institutions globally have acted to control or reduce operational spending. Nevertheless, during this time, we have maintained positive overall revenue growth, although certain of our business areas have experienced ~~modestly~~ declining ~~or unchanged~~ revenue.

We expect that uncertainty with respect to spending on financial information and related services will persist throughout ~~the remainder of 2012 and into~~ 2013. While in some areas the anticipated impact of current trends may lead to reduced demand for market data and related services, we believe overall spending on financial information services will ~~continue to~~ grow modestly over the next several years. At this time, however, it remains unclear which segments of the financial market data industry will be most impacted by the current market and regulatory environment and the continued focus on controlling or reducing spending.

We believe that the following trends will influence the growth of the financial information services industry in general and certain of our offerings in particular.

•

Increased U.S. and global regulation, continued changes to accounting standards and growing emphasis on risk management within financial services: We believe that increased regulation, and greater oversight and scrutiny by regulators worldwide, combined with potentially greater use of fair value accounting standards globally and an intensifying focus on risk management and transparency, will increase demand for our Pricing and Reference Data offerings and analytical decision-support tools. However, it is unclear at this time how and to what degree these trends will impact our business.

•

Increased focus on cost containment and operational efficiency: In recent years, a number of large financial institutions took actions to downsize their organizations and reduce or contain spending. Related to this, there has been and continues to be an industry trend for financial institutions to outsource various financial market data applications and services. In addition to outsourcing specific applications, many North American financial institutions outsource their back-office operations to service bureaus and custodian banks. The cost containment and outsourcing trends, individually or in combination with each other, may impact our business either positively through increased adoption of our products and services as customers seek to consolidate their spending with us or outsource certain operations by leveraging our services; or adversely through longer sales cycles, increased cancellations, service downgrades, reductions in the growth of usage-related revenue, and increased pricing pressure.

• Growth in global assets under management: Over the past several years, global assets under management have increased largely due to rising net flow of investment and strong performance in major equity and fixed income markets. Periods of high fund flows and strong market performance typically lead to the creation of new funds and new firms to manage investment demand while low fund flows, poor market performance and net redemptions often result in a reduction in the number of funds and firms that manage investment assets. Although our revenue is not directly linked to assets under management, these trends help highlight the overall health of the global financial markets and the financial health of the participants in those markets. As a result, these trends can be indicative of a firm’s overall capacity to purchase market data and related solutions. Despite these trends, we continue to see financial institutions remain cautious about their spending plans.

•28 Continued innovation in electronic trading systems: Financial institutions are increasingly deploying automated algorithmic and electronic trading applications to more efficiently execute their trading strategies. These applications require connectivity to stock exchanges and trading venues with minimal latency. In addition, the trend toward algorithmic and other electronic trading programs is contributing to significant growth in market data volumes, thereby requiring both market data suppliers like ourselves and financial institutions to increase network capacity to address these volume issues. Our January 2010 acquisition of 7ticks, a provider of ultra low latency connectivity services, combined with our consolidated real-time data feed offerings, enhanced our ability to satisfy demand for services that support electronic trading applications.

• Consolidation within and across the financial services industry: Over the past decade, there have been a considerable number of merger and acquisition (“M&A”) transactions involving financial institutions of varying sizes. The merger of two or more financial institutions can often lead to the elimination of redundant data sources. Our experience is that the integration of two or more financial institutions that merge may take up to two or more years, and can present us with both opportunity and risk for our future revenue as a result. The opportunity is that we may gain a larger customer that may seek to spend more with us across their consolidated operations. The risk is we may lose revenue if the combined entity either elects to consolidate data services with another vendor or eliminates data sourcing that is redundant. We deliver market data services to a number of customers involved in recent M&A activity. It remains unclear how our customers’ recent M&A activity will affect their near and long-term spending on our offerings. M&A activity within the financial services industry may adversely impact our future revenue.

• Confluence of dynamics within the wealth management sector: We believe that there are a myriad of changes that have occurred to influence how financial services companies manage their global wealth management capabilities, including the ways in which they utilize market data and related solutions. Among the key demographic trends are the long-term growth in savings and investments related to the population born in the years following World War II (referred to as the baby boom generation), the privatization of various pension programs, and significant wealth accumulation in certain emerging markets. Key sector specific trends within wealth management include significant market volatility, increased and evolving regulation, consolidation among broker workstation vendors, consolidation of broker-dealers and clearing firms that typically service smaller retail and regional brokerage firms, increasing client asset shifts toward independent registered investment advisors and online brokers, downsizing and other cost-reduction initiatives by brokerage firms, and intensified competition for active trader subscribers. Overall, we expect the combination of these trends to have a favorable impact on our offerings for the wealth management sector, although certain aforementioned trends such as downsizing and cost reduction initiatives, and intensified competition for active trader subscribers have potential to adversely impact our future revenue.

•

Continued innovation in electronic trading systems: Financial institutions are increasingly deploying automated algorithmic and electronic trading applications to more efficiently execute their trading strategies. These applications require connectivity to stock exchanges and trading venues with minimal latency. In addition, the trend toward algorithmic and other electronic trading programs is contributing to significant growth in market data volumes, thereby requiring both market data suppliers like ourselves and financial institutions to increase network capacity to address these volume issues. Our January 2010 acquisition of 7ticks, a provider of trading infrastructure managed services, combined with our consolidated real-time data feed offerings, enhanced our ability to satisfy demand for services that support electronic trading applications.

•

Consolidation within and across the financial services industry: Over the past decade, there have been a considerable number of merger and acquisition (“M&A”) transactions involving financial institutions of varying sizes. The merger of two or more financial institutions can often lead to the elimination of redundant data sources. Our experience is that the integration of two or more financial institutions that merge may take up to two or more years, and can present us with both opportunity and risk for our future revenue as a result. The opportunity is that we may gain a larger customer that may seek to spend more with us across their consolidated operations. The risk is that we may lose revenue if the combined entity either elects to consolidate data services with another vendor or eliminates data sourcing that is redundant. We deliver market data services to a number of customers involved in recent M&A activity. It remains unclear how our customers’ recent M&A activity will affect their near and long-term spending on our offerings. M&A activity within the financial services industry may adversely impact our future revenue.

•

Confluence of dynamics within the wealth management sector: We believe that there are a myriad of changes that have occurred to influence how financial services companies manage their global wealth management capabilities, including the ways in which they utilize market data and related solutions. Among the key demographic trends are the long-term growth in savings and investments related to the population born in the years following World War II (referred to as the baby boom generation), the privatization of various pension programs, and significant wealth accumulation in certain emerging markets. Key sector specific trends within wealth management include significant market volatility, increased and evolving regulation, consolidation among broker workstation vendors, consolidation of broker-dealers and clearing firms that typically service smaller retail and regional brokerage firms, increasing client asset shifts toward independent registered investment advisors and online brokers, downsizing and other cost-reduction initiatives by brokerage firms, and intensified competition for active trader subscribers. Overall, we expect the combination of these trends to have a favorable impact on our offerings for the wealth management sector, although certain aforementioned trends such as downsizing and cost reduction initiatives, and intensified competition for active trader subscribers have potential to adversely impact our future revenue.

•

Recent and anticipated innovation in structuring financial instruments: The complexity of financial instruments has escalated in recent years, although new issuances of certain asset classes slowed significantly in the wake of the recent financial crisis. Despite the recent slowdown, we believe that there will be continued innovation in the types of financial instruments being issued and we expect that this will provide us with additional growth opportunities. Determining the fair value of highly complex instruments requires specialized expertise, and the firms trading these instruments often seek to leverage efficiencies by obtaining data and services from independent third-party providers like ourselves to assist them in their valuation of these instruments. Furthermore, while there has been a recovery in the new issuance of certain fixed income financial instruments, it is unclear whether such recovery and the continued innovation in financial instruments will be sustained or extended across other fixed income asset classes.

Our Pricing and Reference Data segment ~~has~~ continued to grow ~~during~~throughout ~~2012~~the first quarter of 2013 primarily due to expansion within our evaluated pricing and reference data product areas in ~~the~~North UAmerica.S. ~~and the Asia-Pacific regions, which has been augmented by improved performance within our fixed income analytics product area in recent quarters.~~ Key ~~factors~~drivers ~~for the growth~~ within ~~our~~these ~~evaluated pricing and reference data~~ product areas ~~have~~were ~~been~~ strong revenue retention rates, ; increased demand from existing customers and, to a lesser extent, new customers,; improving usage revenue; and the effect of annual price increases. Maintaining existing business and closing new sales are dependent on our ability to meet the current and evolving needs of our customers, particularly as regulatory changes occur and as financial instruments ~~evolve~~become more numerous.

We have historically achieved high revenue retention rates within our Pricing and Reference Data segment due primarily to the strength of our offerings, the way in which our services often support workflow-centric applications, as well as our responsive account management and support. We measure revenue retention rates for this segment by using the following formula: we divide the dollar magnitude of cancellations (including service downgrades and renegotiations) we received during the prior 12 months by the annualized quarterly revenue entering that same 12-month period. We then subtract this percentage from 100% to derive the annualized quarterly revenue retention rate. Our annualized quarterly revenue retention rate for our Pricing and Reference Data segment has averaged approximately 94% since 2007, and ~~the~~it ~~segment’s~~was approximately ~~annualized~~94% ~~quarterly~~as ~~revenue retention rate at the end~~ of ~~the~~each ~~quarters~~quarter ended ~~September~~March 3031, ~~2012~~2013 and ~~2011 was approximately 93% and 94%~~March 31, ~~respectively~~2012. In filings ~~preceding~~from ~~our Annual~~prior ~~Report on Form 10-K for the year ended December 31~~years, ~~2011,~~ our annualized quarterly revenue retention rates, which were calculated for the former Institutional Services segment, excluded service downgrades and renegotiations. We have revised our calculation for all periods presented to now include service downgrades and renegotiations. The timing and magnitude of cancellations (including service downgrades and renegotiations) have the potential to distort annualized revenue retention rates in any segment or product area for any given period.

The ~~ongoing focus by financial institutions to control~~revenue ~~spending~~performance ~~has impacted various product areas~~ within our Trading Solutions segment during ~~2012.~~the ~~For~~first ~~example,~~quarter ~~our~~of ~~real-time~~2013 ~~feeds~~was ~~product~~impacted ~~area~~by ~~experienced~~the achallenging ~~spike~~market inconditions ~~cancellations~~which ~~during~~have ~~the~~continued ~~first~~to ~~quarter~~affect ofthe ~~2012~~segment’s ~~while~~new sales ~~cycles~~and ~~for~~cancellation ~~various offerings within Trading Solutions have been extended~~levels. ~~These~~While ~~dynamics~~we ~~have~~continued ~~been~~to ~~mostly~~generate revenue ~~balanced~~growth bywithin ~~continued~~our ~~expansion~~real-time offeed ~~our~~and trading infrastructure managed services ~~product~~ area asin ~~financial~~the ~~institutions~~first ~~seek~~quarter ~~to outsource key elements~~ of ~~their~~2013, ~~electronic trading~~this ~~operations.~~progress Inwas ~~addition~~more tothan ~~the~~offset ~~aforementioned focus~~ by ~~customers~~lower ~~on controlling costs, our~~ hosted web ~~applications~~application and workstation ~~area~~revenue. ~~has~~Growth ~~been challenged by ongoing softness~~ in ~~the active trader segment, which has offset progress that we have made to expand~~ our ~~business in the wealth management sector. Our~~ Trading Solutions segment’s ~~growth~~ is dependent, in large part, on a combination of the following: increasing real-time feeds sales, driving continued adoption of our infrastructure services, expanding our presence in the wealth management sector, attracting new subscribers for our active trader, and energy and commodity workstations, and strengthening overall customer retention.

Within our Trading Solutions segment, we report the total number of global subscribers across our range of workstations. As of ~~September~~ March 3031, ~~2012~~2013, weour workstations and related services supported approximately 7785,~~300~~400 total subscribers worldwide, ~~which~~compared ~~declined by~~ with approximately 6%86,800 ~~from~~total ~~the~~subscribers ~~same~~as ~~period~~of ~~last~~March 31, ~~year~~2012. ~~Subscriber~~Please ~~declines~~note ~~primarily within our active trader platforms, including those~~ that ~~are offered~~the bytotal ~~brokerage~~number ~~firms~~of tosubscribers ~~their~~now ~~active~~includes ~~trader~~certain ~~clients~~subscribers ~~for~~who ause ~~fixed~~modified ~~fee,~~versions ~~were~~of ~~partially offset by subscriber growth for~~ our ~~wealth~~workstations ~~management~~that ~~workstations.~~offer ~~Changes~~fewer infeatures ~~the~~and ~~number~~limited ofcontent (these subscribers dohad not ~~directly~~been ~~correlate~~included ~~with~~in ~~changes~~prior inquarterly ~~revenue~~or ~~due to~~annual ~~several~~filings ~~factors~~during ~~including~~2011 ~~subscriber~~or ~~shifts~~2012). ~~across~~In ~~the~~our ~~segment’s~~filings ~~range~~prior ofto ~~products~~2011, ~~which~~the ~~vary~~number inof ~~both~~subscribers ~~price-point~~we ~~and~~reported ~~revenue~~was ~~level,~~limited ~~and~~to ~~the~~direct ~~impact~~subscription ofterminals ~~new~~within ~~and~~our ~~terminated~~historical ~~fixed-fee~~Active ~~agreements~~Trader segment. InThe ~~our~~total ~~prior filings, the~~ number of subscribers we ~~reported~~as ~~was~~of ~~limited~~March 31, to2012 ~~direct~~was ~~subscription~~updated ~~terminals~~so ~~within~~as ~~our~~to ~~historical~~be ~~Active~~comparable ~~Trader~~to ~~segment~~March 31, 2013. Period-to-period changes in the total number of global subscribers, as well as shifts in the mix of subscribers by service type, can also impact future revenue.

32Across each of our businesses, regardless of business segment, we contract with customers through fixed fee subscriptions (on either a multi-year, annual, quarterly or monthly basis), variable fees based on usage or a combination of fixed fee subscription and usage-based fees. In addition, some of our services generate one-time or non-recurring revenue, such as one time purchases of historical data or installations (including installations of product upgrades or infrastructure). Our contracts typically renew automatically unless canceled by one of the parties.

Results of Operations

Selected Financial Data

(In thousands)

	Three Months Ended September 30,									Nine Months Ended September 30,
	For the ThreeMonths EndedMarch 31, 2013			For the ThreeMonths EndedMarch 31, 2012			% Change
(Unaudited)	2012			2011			% Change			2012			2011			% Change
REVENUE	$	223,504		$	216,532			3.2	%
REVENUE	$	218,073		$	217,850			0.1	%	$	655,848		$	645,650			1.6	%
COSTS AND EXPENSES:
COSTS AND EXPENSES:
Cost of services		73,890			74,674			(1.0	)%
Cost of services		72,912			72,081			1.2	%		221,375			219,030			1.1	%
Selling, general and administrative		63,733			68,608			(7.1	)%
Selling, general and administrative		63,621			63,853			(0.4	)%		196,704			190,089			3.5	%
Depreciation		11,046			9,644			14.5	%
Depreciation		10,318			9,601			7.5	%		30,122			30,193			(0.2	)%
Amortization		31,430			34,557			(9.0	)%
Amortization		34,494			41,540			(17.0	)%		103,568			137,855			(24.9	)%
Total costs and expenses		180,099			187,483			(3.9	)%
Total costs and expenses		181,345			187,075			(3.1	)%		551,769			577,167			(4.4	)%
INCOME FROM OPERATIONS		43,405			29,049			49.4	%
INCOME FROM OPERATIONS		36,728			30,775			19.3	%		104,079			68,483			52.0	%
Interest expense, net		(35,209	)		(37,824	)		(6.9	)%
Interest expense, net		(37,372	)		(38,390	)		(2.7	)%		(112,364	)		(119,025	)		(5.6	)%
Other income, net		333			247			34.8	%
Other income (expense), net		329			30			(997.0	)%		604			(2,708	)		(122.3	)%
Loss on extinguishment of debt		(10,213	)		—			100	%
Loss on extinguishment of debt		—			—			N/A			—			(25,450	)		(100.0	)%
LOSS BEFORE INCOME TAXES		(1,684	)		(8,528	)		(80.3	)%
LOSS BEFORE INCOME TAXES		(315	)		(7,585	)		(95.8	)%		(7,681	)		(78,700	)		(90.2	)%
Income tax (benefit) expense		(816	)		264			(409.1	)%
Income tax benefit		(18,357	)		(17,433	)		5.3	%		(17,038	)		(51,295	)		(66.8	)%
NET LOSS	$	(868	)	$	(8,792	)		(90.1	)%
NET INCOME (LOSS)	$	18,042		$	9,848			83.2	%	$	9,357		$	(27,405	)		(134.1	)%

Impact of Foreign Exchange

On a quarterly and annual basis, we calculate the impact of the change in foreign exchange rates between the current reporting period and the respective prior year reporting period. We provide the U.S. ~~Dollar~~ dollar impact resulting from the change in foreign exchange rates on current period revenue, cost of services, selling, general and administrative, depreciation, and amortization expenses. We calculate this impact by comparing the average ~~foreign~~ foreign exchange rates for each operating currency for the current reporting period to the average foreign exchange rates for such operating currency for the respective year-ago reporting period. We believe that by providing this information, we are facilitating period-to-period comparisons of our underlying business.

When presenting our results, we use constant foreign exchange rates in order to view business results without the impact of changing foreign exchange rates. Foreign currency fluctuations are outside our control and the impact on results of operations of currency fluctuations may not be indicative of the underlying performance of the business. Management believes that providing this information to investors facilitates period-to-period comparisons of our underlying business and results of operations. Generally, when the U.S. Dollar either strengthens or weakens against other currencies, the growth at constant foreign exchange rates will be higher or lower than growth reported at actual exchange rates. ~~Presentation~~Use of ~~our~~this ~~results using~~ constant exchange ~~rates~~rate is ~~not~~considered inNon-GAAP. ~~accordance~~In ~~with~~the first quarter of ~~accounting~~2013, ~~principles~~the value of the U.S. Dollar generally ~~accepted~~strengthened inagainst the ~~United~~Euro ~~States~~and ~~(“GAAP”)~~the British Pound.

~~Merger~~Three ~~Fair~~Months ~~Value~~Ended ~~Purchase~~March 31, 2013 ~~Price~~versus ~~Allocation~~ Three Months Ended March 31, 2012

In connection with the Merger, we reduced the carrying value of deferred revenue by $4.6 million (the “purchase price allocation adjustment to deferred revenue”). This amount was amortized over the remaining terms of the related contracts and was allocated among our segments and businesses through the end of the year ended December 31, 2011. There is no impact related to the purchase price allocation adjustment to deferred revenue in the three or nine months ended September 30, 2012 or the three months ended September 30, 2011, as the adjustment was fully amortized as of June 30, 2011. However, the impact of this adjustment on the nine-month period ended September 30, 2011 was a reduction in revenue of approximately $0.9 million. Based on this, we adjust the revenue amounts for the nine-month period ended September 30, 2011, to exclude the impact of the purchase price allocation adjustment to deferred revenue because we believe this facilitates period-over-period comparisons and provides useful information to investors regarding underlying business trends.


(In thousands)	2013		2012		% Change			2013 Foreign Exchange		2013 Adjusted Revenue (Non-GAAP)		2013 Adjusted Revenue (Non-GAAP) % Change
Total Pricing and Reference Data	$	157,476	$	149,660		5.2	%	$	712	$	158,188		5.7	%

Trading Solutions:
Real-Time Feeds and Trading Infrastructure	$	27,603	$	27,226		1.4	%	$	146	$	27,749		1.9	%
Hosted Web Applications and Workstations		38,425		39,646		(3.1	)%		35		38,460		(3.0	)%

Total Trading Solutions	$	66,028	$	66,872		(1.3	)%	$	181	$	66,209		(1.0	)%

TOTAL REVENUE	$	223,504	$	216,532		3.2	%	$	893	$	224,397		3.6	%

33Total revenue for the three months ended March 31, 2013 increased $7.0 million, or 3.2%, to $223.5 million compared with the three months ended March 31, 2012. The change in foreign exchange rates decreased total revenue by $0.9 million in the three months ended March 31, 2013. Excluding the impact of foreign exchange, total revenue increased by $7.9 million, or 3.6% to $224.4 million. The impact of foreign exchange is primarily related to fluctuations of the U.S. dollar against the British Pound and the Euro.

Three Months Ended September 30, 2012 versus Three Months Ended September 30, 2011

(In thousands)	2012		2011		% Change			2012ForeignExchange		2012 AdjustedRevenue(Non-GAAP)		2012 AdjustedRevenue(Non-GAAP) %Change
Total Pricing and Reference Data	$	153,189	$	149,326		2.6	%	$	899	$	154,088		3.2	%
Trading Solutions:
Real-Time Feeds and Trading Infrastructure	$	27,290	$	27,689		(1.4	)%	$	156	$	27,446		(0.9	)%
Hosted Web Applications and Workstations		37,594		40,835		(7.9	)%		1,699		39,293		(3.8	)%
Total Trading Solutions	$	64,884	$	68,524		(5.3	)%	$	1,855	$	66,739		(2.6	)%
TOTAL REVENUE	$	218,073	$	217,850		0.1	%	$	2,754	$	220,827		1.4	%

Total revenue for the three months ended September 30, 2012 increased $0.2 million, or 0.1%, to $218.1 million compared with the three months ended September 30, 2011. The change in foreign exchange rates decreased total revenue by $2.8 million in the three months ended September 30, 2012. Excluding the impact of foreign exchange, total revenue increased by $3.0 million, or 1.4% to $220.8 million. The impact of foreign exchange is primarily related to fluctuations of the U.S. dollar against the U.K. Pound and the Euro.

Pricing and Reference Data

Revenue within the Pricing and Reference Data segment increased by $37.98 million, or 25.62%, to $~~153~~157.25 million in the three months ended ~~September~~March 3031, ~~2012~~2013 compared with the three months ended ~~September~~March 3031, ~~2011~~2012. The change in foreign exchange rates decreased Pricing and Reference ~~Data~~ Data revenue by $0.97 million in the three months ended ~~September~~March 3031, ~~2012~~2013. Excluding the impact of foreign exchange, Pricing and Reference Data revenue increased by $4.8.5 million, or 35.27%, to $~~154~~158.12 million. This growth was ~~driven~~ primarily ~~by expansion~~due to expansion within our evaluated pricing and reference data product areas in ~~the~~North ~~U.S.~~America ~~and~~as ~~the~~a ~~Asia-Pacific~~result ~~regions,~~of ~~due~~new tosales ~~increased~~closed ~~demand~~in ~~from~~the ~~existing~~past ~~customers~~several ~~and~~quarters, tosteady aretention ~~lesser extent~~levels, ~~new~~increased ~~customers,~~usage asby ~~well~~clients asand the effect of an annual price ~~increases,~~ ~~and improved performance within our fixed income analytics product area~~increase.

~~Trading~~30 ~~Solutions~~

Revenue within the Trading Solutions segment decreased by $3.6 million, or 5.3%, to $64.9 million in the three months ended September 30, 2012 compared with the three months ended September 30, 2011. The change in foreign exchange rates decreased Trading Solutions revenue by $1.9 million in the three months ended September 30, 2012. Excluding the impact of foreign exchange, Trading Solutions revenue decreased by $1.8 million, or 2.6%, to $66.7 million as continued growth in our trading infrastructure services was more than offset by lower revenues in the segment’s other primary product areas.

Cost of Services

Cost of services expenses are composed mainly of personnel-related expenses, communication, data acquisition, outside professional services and expenditures associated with software and hardware maintenance agreements.

	Three Months Ended September 30,
(In Thousands)	2012		2011		% Change			2012ForeignExchange		2012AdjustedCOS(Non-GAAP)		2012AdjustedCOS(Non-GAAP)% Change
COST OF SERVICES	$	72,912	$	72,081		1.2	%	$	1,821	$	74,733		3.7	%

Cost of services expenses increased by $0.8 million, or 1.2%, to $72.9 million during the three months ended September 30, 2012 compared with the three months ended September 30, 2011. The change in foreign exchange rates decreased cost of services expense by $1.8 million. Excluding the impact of foreign exchange, cost of services expenses increased by $2.7 million. During the three months ended September 30, 2012, we experienced increases in outside professional services of $1.8 million and communications expense of $0.4 million related to ongoing technical infrastructure initiatives. Salary and personnel related expense increased $0.2 million reflecting the net impact of annual pay and headcount increases being offset by increased capitalization of salary and personnel expense related to ongoing internal development initiatives. These increases in cost of services were offset by a decrease in hardware expense of $0.4 million related to large hardware sales by our 7ticks business that occurred in the three months ended September 30, 2011 and did not recur in 2012, with the remainder of the offset spread across multiple cost of services categories. Cost of services expense as a percentage of revenue was 33.4% in the three months ended September 30, 2012 compared with 33.1% in the three months ended September 30, 2011.

Selling, General and Administrative Expenses

Selling, general and administrative expenses are composed mainly of personnel-related expense, outside professional services, advertising and marketing expenses, occupancy-related expenses, and commissions paid to third parties for distribution of our data to customers.

	Three Months Ended September 30,
(In Thousands)	2012		2011		% Change			2012ForeignExchange		2012AdjustedSGA(Non-GAAP)		2012AdjustedSGA(Non-GAAP)% Change
SELLING, GENERAL and ADMINISTRATIVE	$	63,621	$	63,853		(0.4	)%	$	773	$	64,394		0.8	%

During the three months ended September 30, 2012, selling, general and administrative expenses decreased by $0.2 million, or 0.4%, to $63.6 million compared with the three months ended September 30, 2011. The change in foreign exchange rates decreased selling, general, and administrative expenses by $0.8 million. Excluding the impact of foreign exchange, selling, general and administrative expenses increased by $0.5 million, or 0.8%. During the three months ended September 30, 2012, we experienced increases in selling, general and administrative expense of $1.0 million related to increases in transactional foreign exchange losses on operating activities and $0.6 million in outside professional services. These increases in expense were more than offset by a $1.5 million decrease due to the early termination of a lease that occurred in the three months ended September 30, 2011 and did not recur in 2012, with the remainder of the offset spread across multiple selling, general and administrative categories. Selling, general, and administrative expenses as a percentage of revenue was 29.2% in the three months ended September 30, 2012 compared with 29.3% for the three months ended September 30, 2011.

Depreciation

	Three Months Ended September 30,
(In Thousands)	2012		2011		% Change			2012ForeignExchange		2012AdjustedDepreciation(Non-GAAP)		2012AdjustedDepreciation(Non-GAAP)% Change
DEPRECIATION	$	10,318	$	9,601		7.5	%	$	151	$	10,469		9.0	%

During the three months ended September 30, 2012, depreciation expense increased by $0.7 million, or 7.5%, to $10.3 million compared with the three months ended September 30, 2011. The change in foreign exchange rates decreased depreciation expense by $0.2 million. Excluding the impact of foreign exchange, depreciation expense increased by $0.9 million, or 9.0%. The increase is primarily related to internal development projects and a large leasehold improvement project being placed in service in the three months ended September 30, 2012.

Amortization

	Three Months Ended September 30,
(In Thousands)	2012		2011		% Change			2012ForeignExchange		2012AdjustedAmortization(Non-GAAP)		2012AdjustedAmortization(Non-GAAP)% Change
AMORTIZATION	$	34,494	$	41,540		(17.0	)%	$	387	$	34,881		(16.0	)%

During the three months ended September 30, 2012, amortization expense decreased by $7.1 million, or 17.0%, to $34.5 million compared with the three months ended September 30, 2011. The change in foreign exchange rates decreased amortization expense by $0.4 million. Excluding the impact of foreign exchange, amortization expense decreased by $6.7 million, or 16.0%. The decrease in amortization is attributed to the extension of the useful lives of our completed technologies that occurred in the third quarter of 2011. For further information on the extension of the useful lives see Note 6 in the Notes to the Consolidated Financial Statements included in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2011.

Other Consolidated Financial Information

Net interest expense was $37.4 million for the three months ended September 30, 2012 compared with net interest expense of $38.4 million for the three months ended September 30, 2011. The period-over-period difference primarily results from a 0.25% decrease in our Term Loan Facility interest rate due to our achievement of certain leverage ratios in the second quarter of 2012 being fully realized during the three months ended September 30, 2012 with no similar rate reduction being realized during the same period in 2011. For further information on our Term Loan Facility, see Note 13 to the Condensed Consolidated Financial Statements included in Item 1 of this Quarterly Report on Form 10-Q.

Income Taxes

We determine our periodic income tax expense based on our current forecast of annual income or loss in the respective countries in which we operate and our estimated annual effective tax rate in each tax jurisdiction. The rate is revised, if necessary, at the end of each successive interim period during the fiscal year to our best current estimate of our expected annual effective tax rate. For the three months ended September 30, 2012, our quarterly effective tax rate after discrete items was a 5,827.1% benefit as compared to a 229.8% benefit for the three months ended September 30, 2011. The estimated annual effective tax rate for the year ending December 31, 2012 excluding discrete items is a 440.9% benefit; however, interim reporting requirements under GAAP restrict our estimated effective tax rate as of September 30, 2012 to a 117.9% benefit before discrete items. The reporting requirements under GAAP regarding interim tax reporting require that we do not record a year to date benefit in the current quarter in an amount that would exceed our expectation of our full year benefit. During the quarter ended September 30, 2012, we recorded a net discrete tax benefit of $5.8 million which was primarily attributable to a reduction of the U.K. statutory tax rate enacted in July 2012 by Her Majesty’s Revenue and Customs (“HMRC”) which resulted in a $5.3 million benefit during the quarter ended September 30, 2012.

The change in the third quarter estimated annual effective tax rate in relation to the prior year third quarter estimated annual effective tax rate is primarily related to an expected increase in the full year taxable income in foreign jurisdictions with lower tax rates in 2012 when compared with 2011 coupled with reductions in certain foreign statutory rates and lower losses in the U.S. in 2012 when compared with 2011. Also, in 2012, we have not recorded a tax benefit in the third quarter for the U.S. Research and Development tax credit as the law allowing for the credit has not been extended beyond December 31, 2011.

The variance from the estimated effective tax rate of 117.9% and the statutory rate of 35% relates primarily to income generated in lower tax jurisdictions and the additional benefits associated with state taxes.

During the three months ended September 30, 2012, we recorded approximately $0.2 million of interest and penalties related to our unrecognized tax benefits.

Nine Months Ended September 30, 2012 versus Nine Months Ended September 30, 2011

(In thousands)	2012		2011		% Change			Effects ofDeferredRevenueAdjustment2011		2012ForeignExchange		2011AdjustedRevenue(Non-GAAP)		2012 AdjustedRevenue(Non-GAAP)		2012 AdjustedRevenue(Non-GAAP) %Change
Total Pricing and Reference Data	$	457,186	$	441,230		3.6	%	$	600	$	2,454	$	441,830	$	459,640		4.0	%
Trading Solutions:
Real-Time Feeds and Trading Infrastructure	$	82,154	$	84,087		(2.3	)%	$	13	$	570	$	84,100	$	82,724		(1.6	)%
Hosted Web Applications and Workstations		116,508		120,333		(3.2	)%		289		3,810		120,622		120,318		(0.3	)%
Total Trading Solutions	$	198,662	$	204,420		(2.8	)%	$	302	$	4,380	$	204,722	$	203,042		(0.8	)%
TOTAL REVENUE	$	655,848	$	645,650		1.6	%	$	902	$	6,834	$	646,552	$	662,682		2.5	%

Total revenue for the nine months ended September 30, 2012 increased $10.2 million, or 1.6%, to $655.8 million compared with the nine months ended September 30, 2011. The change in foreign exchange rates decreased total revenue by $6.8 million in the nine months ended September 30, 2012 and the purchase price allocation adjustment to deferred revenue decreased total revenue by $0.9 million in the nine months ended September 30, 2011. Excluding the impact of foreign exchange and the purchase price allocation adjustment to deferred revenue, total revenue increased by $16.1 million, or 2.5% to $662.7 million. The impact of foreign exchange is primarily related to fluctuations of the U.S. dollar against the U.K. Pound and the Euro.

Pricing and Reference Data

Revenue within the Pricing and Reference Data segment increased by $16.0 million, or 3.6%, to $457.2 million in the nine months ended September 30, 2012 compared with the nine months ended September 30, 2011. The change in foreign exchange rates decreased Pricing and Reference Data revenue by $2.5 million in the nine months ended September 30, 2012 and the purchase price allocation adjustment to deferred revenue decreased total revenue by $0.6 million in the nine months ended September 30, 2011. Excluding the impact of foreign exchange and the purchase price allocation adjustment to deferred revenue, Pricing and Reference Data revenue increased by $17.8 million, or 4.0%, to $459.6 million primarily due to expansion within our evaluated pricing and reference data product areas in the U.S. and the Asia-Pacific regions, due to increased demand from existing customers and, to a lesser extent, new customers, and the effect of annual price increases, and improved performance within our fixed income analytics product area.

Trading Solutions

Revenue within the Trading Solutions segment decreased by $50.8 million, or 21.83%, to $~~198~~66.70 million in the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013 compared with the ~~nine~~three months ended ~~September~~March 3031, ~~2011.~~ 2012. The change in foreign exchange rates decreased Trading Solutions revenue by $40.42 million in the ~~nine~~three months ended ~~September~~March 3031, ~~2012 and the purchase price allocation adjustment to deferred revenue decreased total revenue by $0~~2013.3 ~~million in the nine months ended September 30, 2011.~~ Excluding the impact of foreign exchange ~~and the purchase price allocation adjustment to deferred revenue~~, Trading Solutions revenue decreased by $10.76 million, or 01.80%, to $~~203~~66.0 2 million. inThis ~~the~~decrease ~~nine months~~was ~~ended~~primarily ~~September 30,~~due ~~2012~~to ~~compared~~a ~~with~~decline ~~the~~in ~~nine~~revenues ~~months~~from ~~ended~~our ~~September 30,~~Hosted ~~2011~~Web asApplications ~~continued~~and ~~growth~~Workstation inproduct ~~our~~area ~~trading~~being ~~infrastructure~~partially ~~services, was largely~~ offset by ~~lower~~an ~~real-time~~increase ~~feeds~~in revenue ~~and~~from ~~relatively~~out ~~unchanged~~Real-Time ~~revenue performance~~Feeds inand ~~our other~~ Trading ~~Solutions~~Infrastructure ~~segment~~ product ~~areas~~area.

Cost of Services

Nine Months Ended September 30,

Three Months Ended March 31,

(In Thousands)

~~2012~~2013

~~2011~~2012

% Change

~~2012ForeignExchange~~2013ForeignExchange

~~2012AdjustedCOS~~2013AdjustedCOS(Non-GAAP)

~~2012AdjustedCOS~~2013AdjustedCOS(Non-GAAP)% Change

COST OF SERVICES

~~221~~73,~~375~~890

~~219~~74,~~030~~674

(1.10

~~3,872~~402

~~225~~74,~~247~~292

2(0.85

Cost of services expenses ~~increased~~decreased by $20.48 million, or 1.10%, to $~~221~~73.49 million during the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013 compared with the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2012. The change in foreign exchange rates decreased cost of services expense by $30.94 million. Excluding the impact of foreign exchange, cost of services expenses ~~increased~~decreased by $60.24 million, or 20.85%. ~~During~~The ~~the~~decrease ~~nine~~to ~~months~~expense ~~ended~~is ~~September 30,~~primarily ~~2012,~~related weto ~~experienced~~(1) a ~~increases~~decrease in ~~salary~~data ~~and~~acquisition ~~personnel~~costs ~~related expense~~ of approximately $50.97 million; ~~reflecting~~(2) a ~~the~~decrease ~~net~~in ~~impact~~consulting expenses of ~~annual~~$0.3 ~~pay~~million; and ~~headcount~~(3) a ~~increases~~decrease ~~being~~in facilities expenses of $0.3 million being partially offset by an increase in communication expenses of $0.8 million due to increased ~~capitalization~~costs related to internal development projects. Cost of ~~salary~~services ~~and~~expense ~~personnel~~as a percentage of revenue was 33.1% in the three months ended March 31, 2013 compared with 34.5% in the three months ended March 31, 2012.

expense related to ongoing internal development initiatives. We also experienced increases of $1.5 million in outside professional services and $1.1 million of communications expense related to ongoing technical infrastructure initiatives. These increases in cost of services were partially offset by a decrease in hardware expense of $3.5 million related to large hardware sales by our 7ticks business that occurred in the nine months ended September 30, 2011and did not recur in 2012, with the remainder of the offset spread across multiple cost of services categories. Cost of services expense as a percentage of revenue was 33.8% in the nine months ended September 30, 2012 compared with 33.9% in the nine months ended September 30, 2011.

Selling, General and Administrative Expenses

Nine Months Ended September 30,

Three Months Ended March 31,

(In Thousands)

~~2012~~2013

~~2011~~2012

% Change

~~2012ForeignExchange~~2013ForeignExchange

~~2012AdjustedSGA~~2013AdjustedSGA(Non-GAAP)

~~2012AdjustedSGA~~2013AdjustedSGA(Non-GAAP)% Change

SELLING, GENERAL and ADMINISTRATIVE

~~196~~63,~~704~~733

~~190~~68,~~089~~608

3(7.51

~~2,457~~347

~~199~~64,~~161~~080

4(6.86

During the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013, selling, general and administrative expenses ~~increased~~ decreased by $64.69 million, or 37.51%, to $~~196~~63.7 million compared with the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2012. The change in foreign exchange rates decreased selling, general, and administrative expenses by $20.53 million. Excluding the impact of ~~foreign~~ foreign exchange, selling, general and administrative expenses ~~increased~~decreased by $94.15 million, or 46.86%. The ~~primary~~decrease ~~drivers~~is ofprimarily ~~the~~related ~~increase~~ to ~~expenses~~(1) ina ~~the~~$5.0 ~~nine~~million ~~months~~decrease ~~ended September 30, 2012 are increases~~ in transactional foreign exchange losses on operating activities; (2) receipt of insurance proceeds of $20.8 million, ~~commissions~~related ~~paid~~ to ~~third~~our ~~parties~~2012 ~~for~~claim ~~distribution~~associated ofwith ~~our~~losses ~~data~~due to ~~customers~~the impacts of Hurricane Sandy; and (3) a $10.47 million decrease in consulting services due to ~~timing~~the completion of ~~changes~~certain business development projects in 2012. ~~contractual~~These ~~terms~~decreases ~~and~~in ~~increased~~expense ~~usage,~~in ~~bad~~the ~~debt~~three ~~expense~~months ofended ~~$1.4~~March 31, ~~million~~2013, ~~and increased~~were ~~travel~~partially ~~expenses~~offset by an increase in personnel expense of $1.0 million primarily related to ~~expanded~~increased ~~global~~stock-based ~~responsibilities~~compensation ofexpense, ~~certain~~and ~~executives~~an asincrease ~~well~~in asbad ~~addition~~debt expense of ~~new~~$0.7 ~~executive officers with global responsibilities~~million. Selling, general, and administrative expenses as a percentage of revenue was 3028.05% in the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013 compared with 2931.47% for the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2012.

Depreciation

Nine Months Ended September 30,

Three Months Ended March 31,

(In Thousands)

~~2012~~2013

~~2011~~2012

% Change

~~2012ForeignExchange~~2013ForeignExchange

~~2012AdjustedDepreciation~~2013AdjustedDepreciation(Non-GAAP)

~~2012AdjustedDepreciation~~2013AdjustedDepreciation(Non-GAAP)% Change

DEPRECIATION

3011,~~122~~046

309,~~193~~644

(014.25

~~352~~45

3011,~~474~~091

(015.90

During the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013, depreciation expense ~~was~~increased ~~relatively~~by ~~unchanged~~$1.4 ~~when~~million, or 14.5%, to $11.0 million compared with the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2012. asThe ~~increases~~change in ~~depreciation~~foreign ~~related~~exchange torates ~~internal~~decreased ~~development~~depreciation ~~projects~~expense ~~and~~by aless ~~large~~than ~~leasehold~~$0.1 ~~improvement~~million. ~~project~~Excluding ~~placed~~the inimpact ~~service~~of inforeign ~~the~~exchange, ~~nine~~depreciation ~~months~~expense ~~ended~~increased by ~~September 30~~$1.4 million, ~~2012~~or ~~were offset~~15%. byThe ~~decreases~~increase is primarily related to ~~assets~~the ~~that~~impact ~~were~~of ~~being~~the ~~depreciated~~change in the ~~nine~~useful ~~months~~lives ~~ended~~of ~~September 30,~~certain ~~2011~~information ~~having~~technology ~~reached~~assets which occurred in October 2012 and the ~~end~~normal depreciation of ~~their~~assets ~~useful~~placed ~~lives~~into inservice or purchased after the ~~prior~~first ~~year~~quarter of 2012. The majority of capital expenditures since the first quarter of 2012 related to internal technology improvement initiatives.

~~Amortization~~31

	Nine Months Ended September 30,
(In Thousands)	2012		2011		% Change			2012ForeignExchange		2012AdjustedAmortization(Non-GAAP)		2012AdjustedAmortization(Non-GAAP)% Change
AMORTIZATION	$	103,568	$	137,855		(24.9	)%	$	996	$	104,564		(24.2	)%

During the nine months ended September 30, 2012, amortization expense decreased by $34.3 million, or 24.9%, to $103.6 million compared with the nine months ended September 30, 2011. The change in foreign exchange rates decreased amortization expense by $1.0 million. Excluding the impact of foreign exchange, amortization expense decreased by $33.3 million, or 24.2%. The decrease in amortization is attributed to the extension of the useful lives of our completed technologies that occurred in the third quarter of 2011. For further information on the extension of the useful lives see Note 6 in the Notes to the Consolidated Financial Statements included in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2011.

Other Consolidated Financial Information

Net interest expense was $112.4 million for the nine months ended September 30, 2012 compared with net interest expense of $119.0 million for the nine months ended September 30, 2011. The period-over-period difference primarily results from a decrease in the interest rate on our Term Loan Facility as a result of the refinancing that occurred in February 2011 being realized for nine months in 2012 versus 7.5 months in 2011 and an additional 0.25% decrease in our Term Loan Facility interest rate due to our achievement of certain leverage ratios in the second quarter of 2012 being realized during the nine months ended September 30, 2012 and not during the nine-months ended September 30, 2011. For further information on our Term Loan Facility, see Note 13 to the Condensed Consolidated Financial Statements included in Item 1 of this Quarterly Report on Form 10-Q.

Other income (expense), net increased by $3.3 million to Other income, net of $0.6 million in the nine months ended September 30, 2012 from Other expense, net of $2.7 million in the nine months ended September 30, 2011 primarily related to a $3.0 million increase in the contingent consideration related to our acquisition of

~~7ticks~~Amortization during the nine months ended September 30, 2011 that did not recur in 2012, coupled with a further reduction in this contingent consideration of $0.3 million in the nine months ended September 30, 2012. For further information on the contingent consideration related to the acquisition of 7ticks, see Note 5 to the Condensed Consolidated Financial Statements included in Item 1 of this Quarterly Report on Form 10-Q.


	Three Months Ended March 31,
(In Thousands)	2013		2012		% Change			2013 Foreign Exchange		2013 Adjusted Amortization (Non-GAAP)		2013 Adjusted Amortization (Non-GAAP) % Change

AMORTIZATION	$	31,430	$	34,557		(9.0	)%	$	171	$	31,601		(8.6	)%

During the three months ended March 31, 2013, amortization expense decreased by $3.1 million, or 9.0%, to $31.4 million compared with the three months ended March 31, 2012. The change in foreign exchange rates decreased amortization expense by $0.2 million. Excluding the impact of foreign exchange, amortization expense decreased by $2.9 million, or 8.6%. The decrease in amortization is the result of the continuing impact of the change in October 2011 of the amortization method from the straight-line method to the economic benefit method. In addition, the decrease reflects the impact of several assets nearing the end of their useful lives, and therefore having smaller amortization rates than in prior years. For further information on the extension of the useful lives see Note 6 “Intangible Assets and Goodwill” in the Notes to the Consolidated Financial Statements included in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2012.

Interest Expense

Net interest expense was $35.2 million for the three months ended March 31, 2013 compared with $37.8 million for the three months ended March 31, 2012. The period-over-period difference results from lower interest expense related to a decrease in the interest rate on our Term Loan Facility as a result of the second amendment to the Senior Secured Credit Facilities that occurred in February 2013, with the lower rate realized for two months of the first quarter of 2013 and not during the same period in 2012, as well as a decrease due to the write-off in connection with the February 2013 amendment of a portion of the Term Loan original issue discount (OID) and deferred financing costs related to the debt extinguishment as part of the loss on extinguishment of debt instead of as a component of interest expense for the three months ended March 31, 2013. For further information on our Term Loan Facility, see Note 13 to the Condensed Consolidated Financial Statements included in Item 1 of this Quarterly Report on Form 10-Q.

Loss on Extinguishment of Debt

A loss on extinguishment of debt of $10.2 million was realized during the three months ended March 31, 2013, with no such activity in the three months ended March 31, 2012. The 2013 loss on extinguishment related to the February 2013 refinancing of our Term Loan.

Income Taxes

~~For~~We determine ~~the nine months ended September 30, 2012,~~ our ~~effective~~periodic income tax ~~rate~~expense ~~after~~based ~~discrete~~on ~~items~~our ~~was~~current aforecast ~~221.8%~~of ~~benefit~~annual asincome ~~compared~~or toloss ain ~~65.2%~~the ~~benefit~~respective ~~for~~countries ~~the~~in ~~nine~~which ~~months~~we ~~ended~~operate ~~September 30,~~and ~~2011.~~our ~~The~~ estimated annual effective tax rate ~~for~~in ~~the~~each ~~year~~tax ~~ending~~jurisdiction. ~~December 31,~~The ~~2012~~rate ~~excluding~~is ~~discrete~~revised, ~~items~~if isnecessary, at athe ~~440.9%~~end ~~benefit;~~of ~~however,~~each successive interim ~~reporting~~period ~~requirements~~during ~~under~~the ~~GAAP~~fiscal ~~restrict~~year to our ~~estimated~~best current estimate of our expected annual effective tax rate. asFor ofthe ~~September~~three months ended March 3031, ~~2012 to~~2013, aour ~~117.9%~~quarterly ~~benefit~~effective ~~before~~tax rate after discrete items. ~~The~~was ~~reporting~~a 48.4% ~~requirements~~benefit ~~under~~as ~~GAAP~~compared ~~regarding~~to ~~interim~~a ~~tax~~3.1% ~~reporting~~expense ~~require~~for ~~that~~the wethree domonths ~~not~~ended ~~record~~March 31, a2012. ~~benefit~~The inestimated ~~the~~annual ~~year~~effective totax ~~date~~rate ~~period~~for inthe anyear ~~amount~~ending ~~that~~March 31, ~~would~~2013 ~~exceed~~excluding ~~our~~discrete ~~expectation~~items ofis ~~our~~a ~~full~~46.9% ~~year benefit~~expense. During the ~~nine~~quarter ~~months~~ ended ~~September~~ March 3031, ~~2012~~2013, we recorded a net discrete tax benefit of $81.06 million which was primarily attributable to ~~a reduction of~~ the ~~U.K.~~2012 ~~statutory~~US ~~tax~~Research ~~rate~~and ~~enacted~~Development inCredit ~~July 2012 by HMRC~~ which ~~resulted~~was inextended aby ~~$5.3 million~~The ~~benefit~~American ~~during~~Taxpayer ~~the~~Relief ~~nine~~Act ~~months~~of ~~ended~~2012 ~~September~~(“ATRA”) on January 303, ~~2012.~~2013 ~~The~~that ~~additional~~could ~~$2.7~~not ~~million~~be ofrecorded ~~discrete~~as ~~items include~~ a benefit ~~resulting~~until ~~from~~its ~~tax~~enactment ~~provision~~in tothe ~~tax~~first ~~return~~quarter ~~adjustments~~of ~~with~~2013, ~~respect~~and to the ~~filing~~release of ~~prior~~a ~~year returns, in the U.S. and~~ foreign ~~jurisdictions,~~ tax ~~rate~~reserve, ~~changes in various foreign jurisdictions and favorable audit settlements being partially~~ offset by an interest expense charge on tax reserves for unrecognized tax benefits.

The change in the ~~nine~~first ~~months~~quarter ~~ended September 30, 2012~~ estimated annual effective tax rate in relation to the ~~nine~~prior ~~months~~year ~~ended September 30,~~first ~~2011~~quarter estimated annual effective tax rate is primarily related to an expected increase in the full year taxable income in foreign jurisdictions ~~with lower tax rates~~ in ~~2012~~2013 when compared towith ~~2011~~2012 ~~along~~coupled with reductions in certain foreign statutory rates and lower losses in the U.S. in ~~2012~~ 2013 when compared towith ~~2011. Also, in~~ 2012 ~~we have not recorded a tax benefit in the nine months ended September 30, 2012 for the U~~.S. ~~Research and Development tax credit as the law allowing for the credit was not extended beyond December 31, 2011.~~

~~The~~As ~~variance~~of ~~from~~March 31, ~~the~~2013, ~~estimated~~we had approximately $11.6 million of net unrecognized tax benefits which would affect our effective tax rate ~~of 117~~if recognized.9% ~~and~~We ~~the~~believe ~~statutory~~that ~~rate~~it ofis ~~35%~~reasonably ~~relates~~possible ~~primarily~~that toapproximately ~~income~~$0.3 ~~generated~~million inof ~~lower~~our current remaining net unrecognized tax ~~jurisdictions~~positions ~~and~~may be recognized within the ~~additional~~next ~~benefits~~twelve ~~associated~~months ~~with~~as ~~state~~a ~~taxes~~result of the lapse of the statute of limitations in various tax jurisdictions.

~~There~~We ~~were~~recognize nonet ~~material~~interest ~~changes~~and topenalties ~~our~~related ~~unrecognized~~to uncertain tax ~~benefits~~positions in ~~the~~income ~~first~~tax ~~nine months~~expense. AsNet ofinterest ~~September 30,~~and ~~2012,~~penalties weof ~~had approximately~~ $110.41 million ofand ~~unrecognized~~less ~~tax~~than ~~benefits~~$0.2 ~~which~~million ~~would~~were ~~affect our~~provided ~~effective~~in income tax ~~rate~~expense iffor ~~recognized.~~uncertain Wetax ~~believe~~positions ~~that~~for itthe isthree ~~reasonably~~months ~~possible~~ended ~~that~~March 31, ~~approximately~~2013 $0and 2012, respectively.2 ~~million~~Gross ofreserves ~~our~~for ~~current~~interest ~~remaining~~and ~~unrecognized~~penalties ~~tax~~of ~~positions~~$1.1 ~~may~~million beand ~~recognized~~$1.0 ~~within~~million ~~the~~have ~~next~~been ~~twelve~~provided ~~months~~at asMarch 31, a2013 ~~result~~and ofDecember 31, ~~the~~2012, ~~lapse of the statute of limitations in various tax jurisdictions~~respectively.

We ~~recognize~~file ~~net~~federal, ~~interest~~state, and ~~penalties~~foreign ~~related~~income ~~to uncertain~~ tax ~~positions~~ returns in ~~income~~jurisdictions ~~tax~~with ~~expense~~varying statutes of limitations. ~~Interest~~In ~~and~~the ~~penalties~~normal course of ~~$0.5~~business, ~~million~~we ~~and~~are ~~$0.7~~subject ~~million~~to ~~were~~examination ~~provided~~by intaxing ~~income~~authorities ~~tax~~in various ~~expense~~jurisdictions. ~~for~~Our ~~uncertain~~federal tax ~~positions~~returns for the ~~nine~~tax ~~months~~years ~~ended~~2008 ~~September 30,~~through ~~2012~~2010 ~~and~~are ~~2011,~~currently ~~respectively.~~under ~~Gross~~examination ~~reserves~~by ~~for interest~~the ~~and~~Internal ~~penalties~~Revenue ~~of $1~~Service.1 ~~million~~Our ~~and~~state ~~$1.0~~tax ~~million~~returns, ~~have~~for ~~been~~certain ~~provided~~states, atremain ~~September 30,~~subject ~~2012~~to ~~and~~examination ~~December 31,~~for ~~2011,~~tax ~~respectively~~years 2006 through 2010.

We file federal, state, and foreign income tax returns in jurisdictions with varying statutes of limitations. In the normal course of business, we are subject to examination by taxing authorities in various jurisdictions. We are currently under examination by the Internal Revenue Service for tax years 2008 through 2010. Other tax years that remain subject to examination include 2006 through 2010 for significant states.

We recognize future tax benefits or expenses attributable to our taxable temporary differences and net operating loss carry forwards. Recognition of deferred tax assets is subject to our determination that realization is more likely than not. Based on taxable income projections, we believe that the recorded deferred tax assets will be realized.

Liquidity and Capital Resources

As of ~~September~~March 3031, ~~2012~~2013, we had cash and cash equivalents of $~~265~~223.82 million, liquid short-term investments of $2312.67 million, and had $155.5 million available under our Revolving Credit Facility. Of these balances, $~~165~~134.97 million and $2312.67 million of our cash and cash equivalents and short-term investments, respectively, were held by our foreign subsidiaries. Our cash needs arise from our debt obligations, the purchase of equipment, improvements of facilities (including investments in our underlying infrastructure to increase the efficiency and capacity of business operations as well as the technology platforms that support our services such as our data centers and ticker plants), working capital requirements, and certain acquisitions. Management believes ~~our future uses of cash and cash equivalents will remain largely consistent and~~ that our cash and cash equivalents, combined with expected cash flows generated by operating activities, will be sufficient to meet our operating cash needs for the next several years. Subject to the limitations placed upon us by the covenants under the Senior Secured Credit Facilities and the Indenture governing our Senior Notes due 2018, we will provide Holdings, through the payment of cash dividends, the funds required by Holdings to service the Toggle Notes.

~~The~~32 ~~following table shows our level of indebtedness and certain other information as of September 30, 2012:~~

(in thousands)	As of September 30, 2012
Revolving credit facility(1)	$	—
Term loan facility(2)		1,302,882
Senior unsecured notes(2)		700,000
Total indebtedness	$	2,002,882

(1) Our Revolving Credit Facility, which matures July 2015, provides for borrowing up to $160.0 million aggregate principal amount (without giving effect to $4.5 million of letters of credit that were outstanding as of September 30, 2012).

(2) Our Term Loan Facility has a maturity date of February 11, 2018 and our Senior Notes have a maturity date of August 1, 2018. Refer to Note 13 in the Notes to the Condensed Consolidated Financial Statements included in Item 1 of this Quarterly Report on Form 10-Q.

~~Nine~~The ~~months~~following ~~ended~~table ~~September 30,~~shows ~~2012~~our ~~versus~~level ~~Nine~~of ~~months~~indebtedness ~~ended~~and ~~September~~certain other information as of March 3031, ~~2011~~ 2013:

	Nine Months Ended September 30,
(in thousands)	As of March 31, 2013
(in thousands)	2012			2011
Revolving Credit Facility(1)	$	—
Cash flow provided by (used in):
Term Loan Facility(2)		1,301,351
Operating activities	$	102,469		$	119,174
Senior Notes(3)		700,000
Investing activities		(69,500	)		(30,784	)
Total indebtedness	$	2,001,351
Financing activities		(32,769	)		6,482
Effect of exchange rates on cash balances		3,457			(1,385	)
Net increase in cash and cash equivalents	$	3,657		$	93,487

(1)	Our Revolving Credit Facility, which has a 5-year maturity, provides for borrowing up to $160.0 million aggregate principal amount (without giving effect to $4.5 million of letters of credit that were outstanding as of March 31, 2013).

(2)

In February 2013, we refinanced our Term Loan Facility resulting in a decrease of the applicable margin to (i) 1.75% with respect to term loans bearing interest at ABR (with a minimum ABR “floor” of 2.00%) and (ii) 2.75% with respect to term loans bearing interest at LIBOR (with a minimum LIBOR “floor” of 1.00%). Based upon these changes, our interest rate on our Term Loan Facility is currently 3.75%. Upon consummation of the refinancing, our outstanding principal on our Term Loan Facility was increased from $1.303 billion to $1.305 billion. The maturity date of February 11, 2018 was not changed as part of the refinancing.

(3)	Our Senior Notes have a maturity date of August 1, 2018.

Three months ended March 31, 2013 versus three months ended March 31, 2012


	Three Months Ended March 31,
(in thousands)	2013			2012
Cash flow provided by (used in):
Operating activities	$	18,351		$	1,778
Investing activities		(5,103	)		(29,297	)
Financing activities		(5,172	)		(32,836	)
Effect of exchange rates on cash balances		(9,439	)		2,223

Net decrease in cash and cash equivalents	$	(1,363	)	$	(58,132	)

Operating Activities

~~When~~Net ~~compared with the nine months ended September 30, 2011, net~~ cash provided by operating activities ~~decreased~~increased by $16.76 million, or 14932.01%, to $~~102~~18.54 million infor the ~~nine~~three months ended ~~September~~ March 3031, ~~2012.~~2013 ~~During~~compared with the ~~nine~~three months ended ~~September~~March 3031, 2012,. The weincrease ~~paid~~in ~~taxes~~operating ofcash ~~$5.5~~flow ~~million~~in the three months ended March 31, 2013 compared with the same period in 2012 primarily related to ~~receiving~~the ~~refunds~~following offactors: (1) a $219.08 million increase in ~~the~~cash ~~same~~flows ~~period~~due ofto ~~2011.~~a Indecrease ~~2012,~~in ~~we made~~ incentive compensation payments ofmade; (2) a $202.1 7 million, ~~compared~~increase in cash flows related to a decrease in severance payments made; (3) a $132.74 million increase in ~~2011.~~cash ~~These~~flows ~~decreases~~related into ~~our~~a ~~operating~~decrease in cash ~~flows~~interest ~~were~~paid, ~~offset~~due byto ~~reduced~~lower interest ~~and~~rates resulting ~~severance-related~~from ~~payments~~the refinancing of ~~$7.0~~the ~~million~~Term Loan Facility and reductions in outstanding principal; and (4) a $21.58 million, ~~respectively,~~increase in ~~the~~cash ~~nine~~flows ~~months~~due ~~ended~~to ~~September 30,~~a ~~2012 compared~~reduction ~~with~~in the ~~nine~~taxes ~~months~~paid, ~~ended~~since ~~September 30,~~we ~~2011~~received ~~and~~net ~~landlord~~tax ~~reimbursements~~refunds of $3.0.4 million ~~received~~ in ~~2012~~the ~~that~~2013 period ~~did~~and ~~not~~paid ~~occur~~taxes of $1.4 million in ~~2011~~the 2012 period. ~~The~~We ~~remaining~~were ~~changes~~not ina ~~operating~~U.S. Federal or U.K. cash ~~flows~~taxpayer ~~from~~for ~~2011~~the toyear ended December 31, 2012 ~~are~~and ~~primarily~~we ~~related~~expect towe ~~timing~~will ~~and~~maintain such status through 2013, based on our results of operations to date ~~changes~~and expected results for the remainder of fiscal 2013, including our use of net operating loss carry-forwards in ~~working~~the ~~capital~~U.S. ~~accounts~~and our prepaid tax position in the U.K.

We were not a U.S. Federal or U.K. cash taxpayer for the year ended December 31, 2011 and we expect we will maintain such status through 2012, based on our results of operations to date and expected results for fiscal 2012, including our use of net operating loss carry-forwards in the U.S. and prepayment positions in the U.K.

Investing Activities

When compared with the ~~nine~~three months ended ~~September~~ March 3031, ~~2011~~2012, net cash used in investing activities ~~increased~~decreased by $3824.72 million, or ~~125~~82.86%, to $~~69.~~5.1 million in the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~ 2013. ~~This~~The ~~increase~~decrease is primarily due to the ~~purchase~~recognition of ~~$23.6~~net ~~million~~proceeds infrom the purchase/sale of short-term investments of $10.9 million in the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013, compared with norecognition ~~similar~~of ~~activity~~net payments of $14.7 million in ~~2011~~the ~~and~~three anmonths ~~increase~~ended inMarch 31, ~~purchases~~2012. ofThis ~~property~~decrease ~~and~~is ~~equipment~~partially ofoffset by an increase of $151.28 million ~~primarily~~ ~~related~~in topurchases ~~technical~~of ~~infrastructure~~property ~~initiatives~~and equipment in the ~~nine~~three months ended ~~September~~March 3031, ~~2012 when compared with the same period in 2011~~2013.

We have no material capital expenditure commitments.

Financing Activities

When compared with the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2012, net cash used in financing activities ~~increased~~decreased by $3927.37 million, or 84.2%, to $5.2 million in the ~~nine~~ three months ended ~~September~~March 3031, ~~2012~~2013. The change is due to ~~net~~lower ~~cash~~principal ~~used~~payments on the Term Loan Facility in ~~financing~~the ~~activities~~three ofmonths ~~$32.8~~ended ~~million~~March 31, ~~from~~2013 ~~net~~as ~~cash~~compared ~~provided~~to bythose ~~financing~~made ~~activities~~in the three months ended March 31, 2012. There was one payment of $63.57 million made in the ~~nine~~first quarter ~~months~~of ~~ended~~2013 ~~September 30,~~which ~~2011.~~was ~~The~~the ~~change~~excess iscash ~~primarily~~flow ~~due~~(“ECF”) payment related to ~~increased~~ ~~principal~~2012. ~~payments~~Comparatively, onin ~~long-term~~the ~~debt~~first quarter of ~~$25.3~~2012, ~~million~~the ECF payment related to ~~mandatory~~2011 ~~prepayment~~was ~~requirements~~$32.3 ~~included~~million. The reduction in ~~our~~the ~~credit~~2013 ~~agreement~~ECF inpayment when compared with the 2012 ~~nine~~ECF ~~months~~payment ~~ended~~is ~~September 30,~~based ~~2012~~on ~~that~~our ~~did~~achievement ~~not~~of ~~occur~~certain leverage ratios in 2013 that reduced the ~~nine~~amount ~~months~~required ~~ended September 30,~~as ~~2011~~an ECF in 2013 coupled with a ~~decrease~~higher inpercentage ~~cash~~of ~~receipts~~ECF ~~related~~refusals toin ~~issuances~~2013. ofThe ~~long-term~~smaller ~~debt~~ECF ~~and~~payment ~~restricted~~during ~~parent~~2013 ~~company~~was ~~common~~offset ~~stock~~by ~~totaling~~ $131.2 0 million ~~that~~of ~~occurred~~debt issuance costs, net of debt proceeds, in the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2013 ~~with~~which nowere ~~similar receipts~~related into ~~nine~~the ~~months~~February ~~ended~~2013 ~~September 30~~Term Loan Facility refinancing, for which there was no similar activity in 2012.

The various covenants of our debt agreements, including our Senior Secured Credit Facilities and the indenture governing the Senior Notes, restrict our ability to pay dividends. Any future determination to pay dividends will depend upon, among other factors, our results of operations, financial conditions, capital requirements, any contractual restrictions and any other considerations our Board of Directors deems relevant, and would require consent of our lenders.

~~Debt~~33 ~~related to the Merger~~

Debt

Overview

On February 116, ~~2011~~2013, we completed a refinancing of our ~~Term~~Senior ~~Loan~~Secured ~~Facility~~Credit ~~(the~~Facilities ~~“Term Loan Facility”)~~ through ana second amendment to ~~our~~the credit agreement (the “~~Senior~~ ~~Secured Credit Facilities~~Amendment”). The ~~terms~~Amendment ofprovides ~~the amendment provided~~ for, among other things, the following:

• a ~~Term~~reduction ~~Loan~~of ~~Facility~~our LIBOR borrowing rate offrom LIBOR plus 3.5025%, ~~subject~~ to aLIBOR ~~further~~plus ~~reduction of 25 basis points upon our achievement of certain leverage ratios,~~2.75%;

• a ~~Term~~reduction ~~Loan~~in ~~Facility~~the LIBOR floor offrom 1.25%, to 1.00%; and

• an extension of the ~~maturity~~commencement date offor amortization payments on the Term Loan Facility to ~~February~~June 1130, ~~2018,~~2013 (not giving consideration to application of the 2012 ECF payment).

• an extension of the commencement date for amortization payments on the Term Loan Facility to June 30, 2011,

• an increase in the principal amount of the Term Loan Facility to $1.345 billion, and

• a Revolving Credit Facility (the “Revolving Credit Facility”) in an aggregate principal amount of $160.0 million available in U.S. Dollars, Euros and U.K Pounds with a term of five years expiring July 2015.

Interest Rate and Fees

Borrowings under the Term Loan Facility bear interest at a rate equal to, at our option, either (a) the LIBOR rate plus an applicable margin or (b) the highest of (1) the prime commercial lending rate publicly announced by Bank of America as the “prime rate,” (2) the federal funds effective rate plus 0.50% and (3) the one-month LIBOR rate plus 1.00%, plus an applicable margin. Regardless of whether actual LIBOR rates fall below 1.2500% (as they have in recent periods), for purposes of determining the Term Loan Facility interest rate, the LIBOR rate is subject to a floor of 1.2500%. ~~The~~Prior ~~initial~~to the February 2013 refinancing, the LIBOR applicable margin was 3.5025%. ~~The~~Following the February 2013 refinancing, the applicable margin ~~reduces~~is ~~to 3~~2.2575%. ~~upon~~The ~~our~~highest ~~achievement~~ of athe ~~total~~three ~~leverage~~rates ~~ratio~~in of(b) was 5.~~75:1~~00% orfor ~~less~~the quarter ended March 31, 2013. AsSince the inception of ~~September~~the Term Loan Facility, we have elected the three-month LIBOR rate. At March 3031, ~~2012~~2013, ~~our~~the ~~total~~Term ~~leverage~~Loan ~~ratio~~Facility ~~was~~interest ~~below~~rate 5was 3.75:1%, ~~resulting~~composed inof a ~~decrease~~LIBOR floor of 1.00% plus an applicable margin of 2.75%. As noted above, we designated as accounting hedges three interest rate caps related to Term Loan Facility with notional amounts of $575.0 million at March 31, 2013. Refer to Note 14, “Derivatives” and to Note 13 “Debt” in the Condensed Consolidated Financial Statements included in Item 1 of this Quarterly Report on Form 10-Q for additional information.

39In September 2010, we designated as accounting hedges three forward starting interest rate caps related to the Senior Secured Credit Facilities with notional amounts up to $700.0 million declining to $450.0 million over three years, to receive interest at variable rates equal to LIBOR and pay interest at fixed rates of 2.00% starting on September 30, 2011 and increasing to 4.00% by September 30, 2014. On September 28, 2012, the notional amount of our interest rate caps was reduced from $700.0 million to $575.0 million and the fixed rate interest rate increased from 2.00% to 2.50%. On March 28, 2013 the fixed interest rate increased from 2.50% to 3.00%. The notional amount will be further reduced to $450 million on September 30, 2013. The interest rate caps became effective on September 30, 2011; however, because the cap strike price is higher than the 3 month LIBOR, there was no impact on the interest rate during the quarter ended March 31, 2013. Refer to Note 13 “Debt” in the Notes to the Condensed Consolidated Financial Statements included in Item 1 of this Quarterly Report on Form 10-Q for additional information. As part of the refinancing of our Term Loan Facility we reevaluated the interest rate cap agreements and determined that the hedging relationship remained highly effective. In addition to paying interest on outstanding principal amounts, we are required to pay the lenders a commitment fee of 0.75% per annum on the unutilized commitment of the Revolving Credit Facility. The commitment fee percentage may be reduced to 0.50% subject to us reducing our total leverage ratio to 5.0:1.0. As of March 31, 2013, our total leverage ratio was below 5.0:1.0, resulting in a commitment fee percentage of 0.50%.

the applicable margin to 3.25%. The highest of the three rates in (b) was 5.50% for the three months ended September 30, 2012. Since the inception of the Term Loan Facility we have elected the three-month LIBOR rate. At September 30, 2012, the Term Loan Facility interest rate was 4.50%, composed of a LIBOR floor of 1.25% plus the applicable margin of 3.25%. Refer to Note 13 to the Condensed Consolidated Financial Statements included in Item 1 of this Quarterly Report on Form 10Q.

In September 2010, we designated as accounting hedges three forward starting interest rate caps related to the Senior Secured Credit Facilities with notional amounts up to $700.0 million and declining to $450.0 million over three years to receive interest at variable rates equal to LIBOR and pay interest at fixed rates of 2.00% starting on September 30, 2011 and increasing to 4.00% by September 30, 2014. On October 1, 2012, the notional amount of our interest rate caps was reduced to from $700.0 million to $575.0 million and the fixed rate interest rate increased from 2.00% to 2.50%. This notional amount will be further reduced to $450 million on October 1, 2013. The interest rate caps became effective on September 30, 2011; however, because the cap strike price is higher than the 3 month LIBOR, there was no impact on the interest rate from January 1, 2012 through September 30, 2012. Refer to Note 14 “Derivatives” in the Notes to the Condensed Consolidated Financial Statements included in Item 1 of this Quarterly Report on Form 10-Q for additional information. As part of the refinancing of our Term Loan Facility we reevaluated the interest rate cap agreements and determined that the hedging relationship remained highly effective. In addition to paying interest on outstanding principal amounts, we are required to pay the lenders a commitment fee of 0.75% per annum on the unutilized commitment of the Revolving Credit Facility. The commitment fee percentage may be reduced to 0.50% subject to us reducing our total leverage ratio to 5:1. As of September 30, 2012, our total leverage ratio was below 5:1, resulting in a commitment fee percentage of 0.50%.

Installment Payments under the Term Loan Facility

WeThe ~~are~~Term ~~required~~Loan Facility toamortizes ~~pay~~in equal quarterly ~~principal~~ installments in aggregate annual amounts equal to 1% of the ~~original~~ funded principal ~~debt~~amount of the ~~Senior~~refinanced ~~Secured~~Term ~~Credit~~Loan ~~Facilities~~Facility, ~~with~~or ~~the~~$3.3 ~~balance~~million ~~being payable~~per onquarter, ~~the~~beginning ~~final~~with ~~maturity~~the ~~date.~~quarter ~~The~~ending ~~first~~June 30, ~~quarterly~~2013 (subject ~~principal~~to ~~installment~~the application of the ~~refinanced~~2012 ~~Term~~annual ~~Loan~~excess ~~Facility~~cash offlow ~~$3.4~~mandatory ~~million~~prepayment ~~was~~(“ECF ~~paid~~payment”) ondescribed ~~June 30~~below, ~~2011~~with ~~and~~the ~~future~~balance ~~principal~~being ~~installments~~payable ofon $3the final maturity date.4 ~~million~~Giving ~~are~~consideration ~~payable~~to onthe a2012 ~~quarterly~~ECF, ~~basis~~the first quarterly ~~thereafter~~principal ~~unless~~installment aof ~~mandatory~~the ~~prepayment~~refinanced isTerm ~~made~~Loan ~~under~~in the ~~terms~~amount of ~~the~~$2.9 ~~credit~~million ~~agreement~~is asscheduled ~~described~~for ~~below~~payment on September 30, 2013. ~~Under~~During the ~~terms~~three ofmonths ~~the~~ended ~~credit~~March 31, ~~agreement~~2013, we made ~~scheduled~~a ~~principal payments totaling~~ $3.47 million principal payment related to the ~~Term Loan Facility during the nine months ended September 30,~~ 2012. ECF.

Prepayments

The Senior Secured Credit Facilities ~~require~~contain uscertain tomandatory ~~prepay~~prepayment ~~outstanding~~requirements. ~~term~~These ~~loans~~include: (i) a percentage of annual excess cash flow, ~~subject~~(ii) payments related to certain ~~exceptions~~asset sales and (iii) payments of the cash proceeds of certain types of newly incurred debt. Determination of any mandatory prepayment amount is based on pre-established formulas as set forth in the credit agreement. The determination of the 2012 ECF payment was made for our fiscal year ended December 31, 2012, with the ECF payment due 90 days from that date. Because we achieved a total leverage ratio of 4.7:1.0, the required payment percentage of 2012 ECF was stepped down from 50.0% of ECF to 25.0% of ECF. The amounts determined to be payable as ECF payments at December 31, 2012 was $20.3 million and accordingly was reflected as current in our Consolidated Balance Sheets as of December 31, 2012.

•Pursuant ~~50%~~to the terms of the credit agreement, individual lenders may opt to refuse their share of any ECF payment. In the first quarter of 2013, but after the filing of our ~~annual~~Annual ~~Excess~~Report ~~Cash~~on ~~Flow~~Form ~~(which~~10-K ~~percentage~~for ~~will~~the beyear ~~reduced~~ended December 31, 2012 , certain lenders elected to ~~25%~~refuse iftheir ~~our~~portion ~~total~~of ~~leverage~~the ~~ratio~~2012 isECF ~~less~~payment. ~~than~~Lender 4refusals totaled approximately $16.~~75x~~6 million. The aggregate refused amount was reclassified and toreflected 0%as iflong-term in our ~~total~~Consolidated ~~leverage~~Balance ~~ratio~~Sheet isat ~~less~~March 31, ~~than 4~~2013.~~00x);~~

•In accordance ~~100%~~with the terms of the ~~net~~credit ~~cash~~agreement, ~~proceeds~~the accepted balances of ~~all~~ECF ~~non-ordinary~~payments ~~course~~are ~~asset~~applied ~~sales~~toward orfuture ~~other~~scheduled ~~dispositions~~quarterly principal installments in direct order of ~~property,~~maturity. ~~subject~~As a result of the actual amounts paid related to our ~~right~~fiscal year 2012 ECF, scheduled quarterly principal payments due on its refinanced Term Loan Facility are deferred until September 30, 2013 as discussed above. The amount that may be payable as an excess cash flow payment in 2014 cannot currently be reliably estimated and therefore no portion of our outstanding debt from its Senior Secured Credit Facilities related to ~~reinvest~~this provision is reflected as current for the ~~proceeds;~~quarter ~~and~~ended March 31, 2013.

•We ~~100%~~may ofvoluntarily repay the ~~net~~outstanding ~~cash~~loans ~~proceeds~~under ofthe Senior Secured Credit Facilities at any ~~incurrence~~time ofwithout ~~debt~~premium or penalty, other than customary breakage costs with respect to LIBOR loans and other than ~~proceeds~~a ~~from~~1% ~~debt~~premium ~~permitted~~in ~~under~~connection with certain repricing transactions consummated within the ~~Senior~~first ~~Secured~~six ~~Credit~~months ~~Facilities~~of the Amendment.

Determination of the annual excess cash flow payment (“ECF payment”) is based on pre-established formulas as set forth in the credit agreement. The first determination of the ECF payment was for the fiscal year ended December 31, 2011, with the prepayment due 90 days from that date. As of December 31, 2011, we determined that an ECF payment of approximately $43.0 million was due and included this amount in Borrowings, current in our Consolidated Balance Sheet at December 31, 2011. Pursuant to the terms of the credit agreement, individual lenders may opt to refuse their share of any ECF payment. In the first quarter of 2012, but after the filing of our Annual Report on Form 10-K for the year ended December 31, 2011 with the Securities and Exchange Commission, certain lenders elected to refuse their portion of the 2011 ECF payment. These refusals totaled approximately $14.3 million. The aggregate refused amount was reclassified and reflected as long-term in our Condensed Consolidated Balance Sheet in the first quarter of 2012. In accordance with the terms of the credit agreement, the accepted balance of ECF payments are applied toward future scheduled quarterly principal installments in direct order of maturity. As a result of the fiscal year 2011 ECF payment, we do not have a required quarterly principal installment due on our Term Loan Facility until June 2014. Future ECF payments, if any, would be applied to required quarterly principal installment commencing with the June 2014 installment. Because the amount payable as a fiscal year 2012 ECF payment cannot currently be reliably estimated, no portion of our Term Loan Facility debt is reflected as current in our Condensed Consolidated Balance Sheet at September 30, 2012.

We may voluntarily repay the outstanding loans under the Senior Secured Credit Facilities at any time without premium or penalty, other than customary breakage costs with respect to LIBOR loans.

Guarantees

All obligations under the Senior Secured Credit Facilities are unconditionally guaranteed by Intermediate and each of our existing and subsequently acquired or organized direct or indirect wholly -owned domestic restricted subsidiaries (subject to certain exceptions). The Senior Secured Credit Facilities contain a number of covenants that, among other things, restrict our ability to incur additional indebtedness, create liens, enter into sale and leaseback transactions, engage in mergers or consolidations, sell or transfer assets, pay dividends and distributions or repurchase its capital stock, make investments, loans or advances, prepay certain subordinated indebtedness, make certain acquisitions, engage in certain transactions with affiliates, amend material agreements governing certain subordinated indebtedness, and change our fiscal year. The Senior Secured Credit Facilities also require us to maintain a maximum senior secured leverage ratio and a minimum cash interest coverage ratio, and contain certain customary affirmative covenants and events of default, including a change of control.

Senior Notes due 2018

On July 29, 2010, we issued $700.0 million of Senior Notes due 2018 bearing annual interest at 10.25% (the “Senior Notes”) of the aggregate principal amount. Interest payments are due semi-annually on February 1 and August 1 of each year until maturity, on August 1, 2018. The first interest payment on the Senior Notes was made on February 1, 2011. Pursuant to the terms of the Senior Notes, we paid interest payments of $71.8 million and $72.1 million during the nine months ended September 30, 2012 and 2011, respectively.

Interest payments are due semi-annually on February 1 and August 1 of each year until maturity, on August 1, 2018. The first interest payment on the Senior Notes was made on February 1, 2011. Pursuant to the terms of the Senior Notes, we made interest payments of $35.9 million in each of the quarters ended March 31, 2013 and March 31, 2012.

The Senior Notes are our senior unsecured obligations that rank senior in right of payment to future debt; rank equally in right of payment with all of our existing and future senior indebtedness; are effectively subordinated in right of payment to our existing and future secured obligations, including indebtedness under our Senior Secured Credit Facilities, to the extent of the value of the assets securing such obligations; and are effectively subordinated in right of payment to all existing and future indebtedness and other liabilities of our non-guarantor subsidiaries (other than indebtedness and liabilities owed to us or one of our guarantor subsidiaries).

Guarantees

The Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by each of our existing and future direct or indirect wholly owned domestic subsidiaries that guarantee our obligations under its Senior Secured Credit Facilities. The ~~indenture~~Senior Note Indenture contains a number of covenants that, among other things, restrict, subject to certain exceptions, our ability and the ability of our restricted subsidiaries to incur ~~additional~~ additional debt or issue certain preferred shares, pay dividends on or make other distributions in respect of our capital stock or make other restricted payments, make certain investments, sell or transfer certain assets, create liens on certain assets to secure debt, consolidate, merge, sell or otherwise dispose of all or substantially all of the our assets, enter into certain transactions with our affiliates and designate our subsidiaries as unrestricted subsidiaries. The Senior Note Indenture provides for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Senior Notes due 2018 to become or to be declared due and payable. The Senior Note Indenture also contains certain customary affirmative covenants pertaining to notice and filings with the Trustee.

assets to secure debt, consolidate, merge, sell or otherwise dispose of all or substantially all of our assets, enter into certain transactions with our affiliates and designate our subsidiaries as unrestricted subsidiaries. The indenture provides for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Senior Notes due 2018 to become or to be declared due and payable. The indenture also contains certain customary affirmative covenants pertaining to notice and filings with the Trustee.

Optional Redemption

The Senior Notes are redeemable in whole or in part, at our option, at any time at varying redemption prices that generally include premiums, which are defined in the ~~indenture~~Senior Note Indenture. Refer to Note 13, “Debt” in the Notes to the Condensed Consolidated Financial Statements included in Item 1 of this Quarterly Report on Form 10-Q for additional information. In addition, upon a change of control, we are required to make an offer to redeem all of the Senior Notes at a redemption price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest.

Future minimum principal payment obligations due per our ~~Senior~~senior ~~Secured~~secured ~~Credit~~credit ~~Facilities~~facility and ~~Senior~~senior ~~Notes~~notes are as follows (in thousands):

Year Ending December 31,	Principal Payments
Remainder of 2012	$	—
Remainder of 2013	$	6,138
2013		—
2014		13,050
2014		8,320
2015		13,050
2015		13,450
2016		13,050
2016		13,450
2017		13,050
2017 and thereafter		1,967,662
2018		1,943,013
Total	$	2,~~002~~001,~~882~~351

~~Earnings~~Igloo ~~Before~~Holdings ~~Interest,~~Senior ~~Taxes,~~PIK ~~Depreciation~~Toggle ~~and~~Notes ~~Amortization~~Due ~~(“EBITDA”)~~2017 ~~and Covenant EBITDA~~

On December 18, 2012, Holdings issued $350.0 million 8.25%/9.00% Senior PIK Toggle Notes (the “Toggle Notes”) which mature on December 15, 2017, pursuant to an indenture, dated as of December 18, 2012 (the “Toggle Notes Indenture”).

The Toggle Notes are structurally subordinated to the Senior Notes and any other indebtedness and other liabilities of ours and other subsidiaries of Holdings. Claims of creditors of ours and such other Holdings subsidiaries, including trade creditors, the Senior Secured Credit Facilities lenders and claims of preferred stockholders will have priority with respect to the assets and earnings over the claims of Holdings’ creditors, including the holders of the Toggle Notes. We, along with our subsidiaries, are not guarantors or obligors of the Toggle Notes. In addition, the Toggle Notes are unsecured. None of our assets, or any of our subsidiaries’ assets, are pledged to secure the Toggle Notes. Holdings is our indirect parent company with no material operations of its own and only limited assets or operations other than the indirect ownership of all of our capital stock. Accordingly, Holdings is dependent upon the distribution of the earnings of its subsidiaries, whether in the form of dividends, advances, payments on account of intercompany obligations or otherwise, to service its debt obligations. Therefore, subject to the limitations placed upon us by our own debt covenants, we will provide Holdings, through the payment of cash dividends, the funds required by Holdings to service the Toggle Notes on at least a semi-annual basis starting with the payment due on June 15, 2013. Interest payments on the Toggle Notes are due June 15 and December 15 of each year until maturity. The amount of the semi-annual dividend we will pay Holdings (subject to compliance with our own debt covenants) is $14.4 million, which is equal to the semi-annual Toggle Note interest payment.

Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) and Covenant EBITDA⁽¹⁾

Covenant EBITDA as defined in the credit agreement governing the Senior Secured Credit Facilities and the indenture governing the Senior Notes due 2018 is used to determine our compliance with certain covenants. EBITDA is calculated by adding back to GAAP net (loss) income the following items, interest and other financing costs, net, income taxes, and depreciation and amortization. We also refer to Covenant EBITDA as Pro Forma Adjusted EBITDA ⁽¹⁾. Covenant EBITDA is a non-GAAP measure calculated by adding back to EBITDA unusual or non-recurring charges and certain non-cash charges, as well as certain pro forma expected cost savings as permitted under the credit agreement. We believe that presenting Covenant EBITDA is appropriate to provide additional information to investors regarding our compliance with our credit agreement. Any breach of the credit agreement covenants that are based on ratios involving Covenant EBITDA could result in a default under that agreement, and the lenders could elect to declare all amounts borrowed to be due and payable. Any such acceleration would also result in a default under the indenture. Additionally, under the debt agreements, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is also tied to ratios based on Covenant EBITDA.

~~The~~35 ~~calculations of EBITDA and Covenant EBITDA (which are both considered non-GAAP measures) under the credit agreement are as follows:~~

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	($ in thousands)
	2012			2011			2012			2011
Net Income (Loss)	$	18,042		$	9,848		$	9,357		$	(27,405	)
Interest expense		37,372			38,390			112,364			119,025
Other (income) expense		(329	)		(30	)		(604	)		2,708
Income tax benefit		(18,357	)		(17,433	)		(17,038	)		(51,295	)
Depreciation and amortization		44,812			51,141			133,690			168,048
EBITDA		81,540			81,916			237,769			211,081
Adjustments:
Stock-based compensation		875			952			2,580			2,740
Other non-recurring charges (2)		1,067			2,679			2,227			29,335
Other charges (3)		3,335			1,814			6,401			2,727
Pro forma cost savings (4)		7,500			7,500			22,500			22,500
Pro Forma Adjusted EBITDA (Covenant EBITDA)	$	94,317		$	94,861		$	271,477		$	268,383

(1) Our Pro Forma adjusted EBITDA excludes items that are either not part of its ongoing core operations, do not require a cash outlay or are not otherwise expected to recur in the ordinary course, as well as other adjustments permitted under our Senior Secured Credit Facilities. Our Pro Forma adjusted EBITDA measure is based on the definition of EBITDA set forth in the agreements governing our Senior Secured Credit Facilities.

(2) Other non-recurring charges include the impact of the deferred revenue adjustment, the loss on extinguishment of debt and certain severance and retention expenses.

(3) Other charges include management fees, earn-out revaluation expense, non-cash foreign exchange expense, acquisition-related adjustments, and other costs.

The calculations of EBITDA and Covenant EBITDA (which are both considered non-GAAP measures) under the credit agreement are as follows:


	Three Months Ended March 31, ($ in thousands)
	2013			2012
Net Loss	$	(868	)	$	(8,792	)
Interest expense		35,209			37,824
Other income		(333	)		(247	)
Income tax (benefit) expense		(816	)		264
Depreciation and amortization		42,476			44,201

EBITDA		75,668			73,250

Adjustments:
Non-cash stock-based compensation		852			831
Other non-recurring charges (2)		11,782			809
Other (income) charges, net (3)		(5,162	)		1,531
Pro forma cost savings (4)		7,500			7,500

Pro Forma Adjusted EBITDA (Covenant EBITDA)	$	90,640		$	83,921

(1)

Our Pro Forma adjusted EBITDA excludes items that are either not part of our ongoing core operations, do not require a cash outlay or are not otherwise expected to recur in the ordinary course, as well as other adjustments permitted under our Senior Secured Credit Facilities. Our Pro Forma adjusted EBITDA measure is based on the definition of EBITDA set forth in the agreements governing our Senior Secured Credit Facilities.

(2)	Other non-recurring charges include the impact of the deferred revenue adjustment, the loss on extinguishment of debt, facility consolidation costs and certain severance and retention expenses.

(3)	Other (income) charges include insurance recoveries, management fees, earn-out related expense, non-cash foreign exchange expense, acquisition-related adjustments, professional fees related to the registration of the Company’s debt securities and other costs.

(4)

Pro Forma cost savings of up to a maximum of $30 million annually is an adjustment permitted under our credit agreements, as described below, for activities that may include, but are not limited to, the consolidation of a number of legacy organizational silos, technology platforms and content databases.

EBITDA and Covenant EBITDA are not recognized terms under GAAP, and are considered Non-GAAP measures under Item 10 of Regulation S-K. EBITDA and Covenant EBITDA are not intended to be presented as an alternative to GAAP net income or income from continuing operations as a measure of operating performance or to GAAP cash flows from operating activities as a measure of liquidity. Additionally, EBITDA and Covenant EBITDA are not a measure of free cash flow available for management’s discretionary use. Certain cash requirements such as interest payments, tax payments and debt service requirements are added back to GAAP net income for the purpose of calculating EBITDA. The presentation of EBITDA and Covenant EBITDA should not be considered in isolation, or as a substitute for analysis of our results as reported in accordance with GAAP. We believe EBITDA and Covenant EBITDA provide useful information to investors.

EBITDA provides useful information about underlying core business trends as it excludes the results of decisions that are outside the control of operating management and can differ significantly from company to company depending on, among other things, long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital investments. In addition, EBITDA is a defined term under our credit agreement and is a critical component of determining Covenant EBITDA (also defined in the credit agreement) which in turn is used to calculate key credit agreement financial covenants.

Covenant EBITDA, as defined in the credit agreement, includes certain near term cost savings and excludes certain non-recurring charges or allows for other adjustments. Covenant EBITDA was contractually agreed between us and our lenders and is used for the purposes of determining our compliance with financial covenants under the credit agreement. The breach of covenants in our Senior Secured Credit Facilities that are tied to ratios based on Covenant EBITDA could result in a default and the lenders could elect to declare all amounts borrowed due and payable. Any such acceleration would also result in a default under the indenture governing our Senior Notes due 2018. Additionally, under our debt agreements, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is also tied to ratios based on Covenant EBITDA.

We believe that the inclusion of information on the adjustments to EBITDA applied in determining Covenant EBITDA is useful additional information to investors regarding certain items we believe will materially impact future results of operations, that we do not expect to reoccur or that we do not expect will continue at the same level in the future. The exclusion of items from Covenant EBITDA is not intended to indicate that management does not believe such items will occur in the future. Covenant EBITDA includes a cost savings allowance related to projected cost savings expected to be achieved in the future. Specifically, Covenant EBITDA can include up to $30.0 million of projected cost savings for specified actions initiated on or prior to July 29, 2012, to the extent we believe such savings will be realized prospectively and are not already realized in EBITDA. The aggregate amount of cost savings added back when determining Covenant EBITDA in any four consecutive quarters is calculated on a pro forma basis as though such cost savings had been realized on the first day of the consecutive four quarter period. EBITDA and Covenant EBITDA are also used by management as measures of liquidity.

Since not all companies use identical EBITDA or Covenant EBITDA calculations, our EBITDA and Covenant EBITDA may not be comparable to other similarly titled metrics used by other companies. We believe the non-GAAP financial measures we provide to investors supplement GAAP results to provide a more complete understanding of the factors and trends affecting our business than GAAP results alone.

Off-Balance Sheet Arrangements

As of ~~September~~March 3031, ~~2012~~2013, we did not have any off-balance sheet arrangements.

Critical Accounting Policies and Estimates

There have been no material changes to our Critical Accounting Policies and Estimates since December 31, ~~2011~~2012.

Commitments and Contingencies

As of ~~September~~March 3031, ~~2012~~2013, there have been no material changes to our commitments and contingencies since December 31, ~~2011~~2012, except for the refinancing of the Term Loan Facility in connection with the Senior Secured Credit Facility. Refer to Note 13 “Debt” in the Notes to the Unaudited Consolidated Financial Statements in Item 1. (See Note 20 in the Notes to the Consolidated Financial Statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2012.).

In36 connection with the provision of services in the ordinary course of business, we often indemnify our customers against third-party claims for intellectual property infringement. We have not been required to make material payments under such provisions. We are involved in litigation and are the subject of claims made from time to time, including with respect to intellectual property rights. A portion of the defense and/or settlement costs in some cases is covered by various commercial liability insurance policies. In other cases, the defense and/or settlement costs are paid from our existing cash resources. In addition, our third-party data suppliers audit us from time to time in the ordinary course of business to determine if data we license for redistribution has been properly accounted for in accordance with the terms of the applicable license agreement. In view of our financial condition and the accruals established for related matters, management does not believe that the ultimate liability, if any, related to any of these matters will have a material adverse effect on our financial condition, results of operations or cash flows.

In connection with the provision of services in the ordinary course of business, we often make representations affirming, among other things, that our services do not infringe on the intellectual property rights of others and agree to indemnify customers against third-party claims for such infringement. We have not been required to make material payments under such provisions. We are involved in litigation and are the subject of claims made from time to time, including with respect to intellectual property rights. A portion of the defense and/or settlement costs in some such cases is covered by various commercial liability insurance policies. In other cases, the defense and/or settlement costs are paid from our existing cash resources. In addition, our third-party data suppliers audit us from time to time in the ordinary course of business (including audits that are underway) to determine if data we license for redistribution has been properly accounted for in accordance with the terms of the applicable license agreement. In view of our financial condition and the accruals established for related matters, management does not believe that the ultimate liability, if any, related to any of these matters will have a material adverse effect on our financial condition, results of operations or cash flows.

Seasonality and Market Activity

Historically, we have not experienced any material seasonal fluctuations in our business and we do not expect to experience seasonal fluctuations in the future. However, financial information market demand is largely dependent upon activity levels in the securities markets. In the event that the U.S. or international financial markets were to suffer a prolonged downturn that results in a significant decline in investor activity in trading securities, our sales and revenue could be adversely affected. This was the case with regard to the recent global financial crisis, which did adversely affect our sales and revenue results, as further described in management’s discussion and analysis of financial results for current and prior periods. Our exposure in the United States in this area could be mitigated in part by our service offerings in non-U.S. markets, and vice versa.

Recently Issued Accounting Pronouncements

Fair Value Measurements

In April 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2011-04, “Fair Value Measurement” (“ASU 2011-04”), regarding Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures”. ASU 2011-04 establishes common fair value measurement and disclosure requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”), and provides clarification of the FASB’s intent on the application of existing fair value measurement requirements and changes in some principles or requirements for measuring fair value or disclosing information related to fair value measurement. ASU 2011-04 became effective for us January 1, 2012. Adopting the provisions of ASU 2011-04 did not have a material impact on our financial position, results of operations or cash flows.

Intangibles – Goodwill and Other

In July 2012, the FASB issued ASU 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment” (“ASU 2012-02”), regarding ASC Topic 350, “Intangibles – Goodwill and Other”. ASU 2012-02 allows an entity the option of first assessing qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value. Under the provisions of ASU 2012-02, if after assessing the totality of the events or circumstances, an entity determines that it is not more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value, performance of an annual impairment test is unnecessary. ASU 2012-02 is effective for fiscal years beginning after September 15, 2012 with early adoption permitted under certain circumstances. ASU 2012-02 ~~will~~became be effective for us ~~starting~~ on January 1, 2013. Weand dodid not ~~believe that adopting the provisions of ASU 2012-02 will~~ have a material impact on our financial position, results of operations or cash flows.

~~In September 2011, the FASB issued ASU 2011-08, “Testing~~Comprehensive ~~Goodwill~~Income for Impairment” (“ASU 2011-08”), regarding ASC Topic 350, “Intangibles – Goodwill and Other”. ASU 2011-08 allows an entity the option of first assessing qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying value. Under the provisions of ASU 2011-08, if after assessing the totality of the events or circumstances, an entity determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, performance of the two-step impairment test is unnecessary. ASU 2011-08 is effective for fiscal years beginning on or after December 15, 2011 with early adoption permitted. ASU 2011-08 became effective for us January 1, 2012. Adopting the provisions of ASU 2011-08 did not have a material impact on our financial position, results of operations or cash flows.

In February 2013, the FASB issued ASU 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income” (“ASU 2013-02”), regarding ASC Topic 220 “Comprehensive Income.” ASU 2013-02 requires an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under GAAP to be reclassified in its entirety to net income. For other amounts that are not required under GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference to other disclosures required under GAAP that provide additional detail about those amounts such as in cases where a portion of the amount reclassified out of accumulated other comprehensive income is reclassified to a balance sheet account instead of directly to income or expense in the same reporting period. ASU 2013-02 became effective for us on January 1, 2013 and did not have a material impact on our financial position, results of operations or cash flows.

Liabilities

In February 2013, the FASB issued ASU 2013-04, “Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date” (“ASU 2013-04”), regarding ASC Topic 405 “Liabilities.” ASU 2013-04 requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of the guidance is fixed at the reporting date, as a sum of 1) the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors, and 2) any additional amount the reporting entity expects to pay on behalf of its co-obligors. This update also requires the entity to disclose the nature and amount of the obligation as well as other information about the obligation. For public filers, ASU 2013-04 is effective for fiscal years and interim periods within those years that begin after December 15, 2013, with early adoption permitted, and must be applied retrospectively to all prior periods presented. We are currently evaluating the impact, if any, the adoption of ASU 2013-04 will have on our financial position, results of operations or cash flows

Foreign Currency Matters

In March 2013, the FASB issued ASU 2013-05, “Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity” (“ASU 2013-05”), regarding ASC Topic 830 “Foreign Currency Matters.” ASU 2013-05 states that when a parent ceases to have a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity, the parent is required to release any related cumulative translation adjustment into net income. This should be done only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. For an equity method investment that is a foreign entity, partial sale guidance still applies, which requires a pro rata portion of the cumulative translation adjustment to be released into net income upon a partial sale of such an equity method investment. ASU 2013-05 also clarifies the fact that the sale of an investment in a foreign entity includes both 1) events that result in the loss of a controlling financial interest in a foreign entity and 2) events that result in an acquirer obtaining control of an acquiree in which it held an equity interest immediately before the acquisition date. Upon the occurrence of either of these events, the cumulative translation adjustment should be released into net income. For public filers, ASU 2013-05 is effective for fiscal years and interim periods within those years that begin after December 15, 2013, with early adoption permitted. We are currently evaluating the impact, if any, the adoption of ASU 2013-05 will have on our financial position, results of operations or cash flows.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk from changes in currency exchange rates and interest rates which could affect our future results of operations and financial condition.

Foreign Currency Risk

A portion of our business is conducted outside the United States through our foreign subsidiaries and branches. We have foreign currency exposure related to operations in international markets where we transact business in foreign currencies and, accordingly, we are subject to exposure from adverse movements in foreign currency exchange rates. Our foreign subsidiaries maintain their accounting records in their respective local currencies. Consequently, changes in currency exchange rates may impact the translation of foreign statements of operations into U.S. Dollars, which may in turn affect our consolidated statements of operations. Currently, our primary exposure to foreign currency exchange rate risk rests with the U.K. Pound and the Euro to U.S. Dollar exchange rates due to the significant size of our operations in Europe. The effect of foreign exchange on our business historically has varied from quarter to quarter and may continue to do so.

~~Total~~37 revenue for the three and nine months ended September 30, 2012 and 2011 and long lived assets as of September 30, 2012 and December 31, 2011 by geographic region outside the United States, is as follows (in thousands):

	Three Months EndedSeptember 30,
	2012		2011
Revenue:
United Kingdom	$	21,905	$	22,111
All other European countries		28,860		31,633
Asia Pacific		12,113		10,643
Rest of World		3,337		3,147
Total	$	66,215	$	67,534
	Nine Months EndedSeptember 30,
	2012		2011
Revenue:
United Kingdom	$	65,276	$	65,530
All other European countries		89,085		93,751
Asia Pacific		36,413		31,544
Rest of World		10,008		9,327
Total	$	200,782	$	200,152
	As of
	September 30,		December 31,
	2012		2011
Long-Lived Assets:
United Kingdom	$	599,524	$	589,793
All other European countries		142,018		149,949
Asia Pacific		170,895		174,223
Total	$	912,437	$	913,965

currency exchange rates. Our foreign subsidiaries maintain their accounting records in their respective local currencies. Consequently, changes in currency exchange rates may impact the translation of foreign statements of operations into U.S. Dollars, which may in turn affect our consolidated statements of operations. Currently, our primary exposure to foreign currency exchange rate risk rests with the British Pound and the Euro to U.S. Dollar exchange rates due to the significant size of our operations in Europe. Historically we have not entered into forward currency-exchange contracts. The effect of foreign exchange on our business historically has varied from quarter to quarter and may continue to do so.

Total revenue for the three months ended March 31, 2013 and 2012 and long lived assets as of March 31, 2013 and December 31, 2012 by geographic region outside the United States, is as follows (in thousands):


	Three Months Ended March 31,
	2013		2012
Revenue:
United Kingdom	$	21,051	$	21,805
All other European countries		30,487		30,126
Asia Pacific		11,353		12,259
Rest of World		3,100		3,329

Total	$	65,991	$	67,519


	As of
	March 31,		December 31,
	2013		2012
Long-Lived Assets:
United Kingdom	$	553,226	$	598,589
All other European countries		138,438		144,182
Asia Pacific		152,172		159,960

Total	$	843,836	$	902,731

Interest Rate Risk

We have interest rate risk due to our Term Loan Facility which is variable rate debt and associated interest rate caps. As of ~~September~~March 3031, ~~2012~~2013, we had $1.3301 billion of Term Loan Facility debt under our Senior Secured Credit Facilities, which bears interest based on a floating rate index. We entered into forward starting interest rate caps that hedged the exposure on $700.0 million of this debt ~~for~~beginning ~~the period~~ September 30, 2011, ~~through~~which decreased to $575.0 million on September 30, 2012;, ~~the~~decreases ~~level of hedged exposure decreased~~ to $~~575~~450.0 million on ~~October~~September 130, ~~2012~~2013 and to zero on September 30, 2014. Although the relevant floating interest rate was 0.3628% at ~~September~~March 3031, ~~2012~~2013, our minimum interest rate is set at 1.2500% (plus an applicable percentage). The current interest rate is 43.5075% (1.2500% floor plus an applicable percentage of 32.2575%). An increase of 1% in our variable rate above our ~~September~~March 3031, ~~2012~~2013 rate of 43.5075% would increase our interest expense over the subsequent four-quarter period by approximately $13.32 million. As of ~~September~~March 3031, ~~2012~~2013, approximately ~~54.0~~44% of this exposure is hedged with the interest rate caps~~; the decrease in the hedged exposure threshold on October 1, 2012 would result in the covered percentage being reduced to 44~~.~~0%.~~ Please refer to Note 14 “Derivatives” and Note 13 “Debt” in the Notes to the Condensed Consolidated Financial Statements in Item 1 of this Quarterly Report on Form 10-Q for further discussion of our debt and derivatives.

Item 4.

Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer , evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, the (“Exchange Act”), as of ~~September~~March 3031, ~~2012~~2013. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of ~~September~~March 3031, ~~2012~~2013, our disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, reported and accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15(d)-15(f)) during the ~~three~~fiscal orquarter ~~nine months~~ ended ~~September~~March 3031, ~~2012~~ 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

4438

PART II —– OTHER INFORMATION

Item 1.

Legal Proceedings

We are involved in litigation from time to time with a portion of the defense and/or settlement cost being covered, in some cases, by various commercial liability insurance policies and third party indemnifications. We believe that there is no litigation pending against us that would have, individually or in the aggregate, a material adverse effect on our financial position, results of operations or cash flows.

Item 1A.

Risk Factors

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed under “Risk Factors” in Part I— – Item 1A and under “Information Regarding Forward-Looking Statements” in Part II—Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2011~~2012, which could materially affect our business, financial condition or future results.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3.

Defaults upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

None.

Item 5.

Other Information

(a)

None.

(b)

None.

4539

Item 6.

Exhibits

The following exhibits are filed or furnished as part of this report:

Exhibits
31.1		Rule 13(a)-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2		Rule 13(a)-14(a)/15d-14(a) Certification of Chief Financial Officer.
101		The following materials from Interactive Data Corporation’s Quarterly Report on From 10-Q for the quarter ended September 30, 2012, formatted in XBRL (Extensible Business Reporting Language): (i) the Unaudited Condensed Consolidated Statements of Operations, (ii) the Unaudited Condensed Consolidated Statements of Comprehensive Income, (iii) the Unaudited Condensed Consolidated Balance Sheets, (iv) the Unaudited Condensed Consolidated Statement of Stockholders’ Equity, (v) the Unaudited Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Unaudited Condensed Consolidated Financial Statements, tagged as blocks of text.++
32.1		18 U.S.C. Section 1350 Certification of Chief Executive Officer.
32.2		18 U.S.C. Section 1350 Certification of Chief Financial Officer.
101		The following materials from Interactive Data Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, formatted in XBRL (Extensible Business Reporting Language): (i) the Unaudited Condensed Consolidated Statements of Operations, (ii) the Unaudited Condensed Consolidated Statements of Comprehensive Income, (iii) the Unaudited Condensed Consolidated Balance Sheets, (iv) the Unaudited Condensed Consolidated Statement of Stockholders’ Equity, (v) the Unaudited Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Unaudited Condensed Consolidated Financial Statements, tagged as blocks of text.++

++	Furnished herewith.

4640

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	INTERACTIVE DATA CORPORATION	~~INTERACTIVE DATA CORPORATION~~
	(Registrant)	~~(Registrant)~~
Dated: November 7, 2012		By:	/S/ MASON SLAINE
Dated: May 8, 2013	By:	/S/ MASON SLAINE
	Name:	~~Name:~~Mason Slaine	~~Mason Slaine~~
		Chairman, President and Chief Executive Officer	~~Chairman, President and Chief Executive Officer~~
Dated: November 7, 2012		By:	/S/ VINCENT A. CHIPPARI
Dated: May 8, 2013	By:	/S/ VINCENT A. CHIPPARI
	Name:	~~Name:~~Vincent A. Chippari	~~Vincent A. Chippari~~
		Chief Financial Officer	~~Chief Financial Officer~~

4741

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Filing Compare · INTERACTIVE DATA CORP/MA/