UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form ~~10-Q~~10-Q/A

Amendment No. 1




(Mark One)
þ	~~Quarterly Report Pursuant to Section~~QUARTERLY REPORT PURSUANT TO SECTION 13 orOR 15(d) ~~of the Securities Exchange Act of~~OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended ~~June 30, 2018~~March 31, 2019
Or
¨	~~Transition Report Pursuant to Section~~TRANSITION REPORT PURSUANT TO SECTION 13 orOR 15(d) ~~of the Securities Exchange Act of~~ OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from to

Commission File Number 001-36198

INTERCONTINENTAL EXCHANGE, INC.

(Exact name of registrant as specified in its charter)



Delaware	46-2286804
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)
5660 New Northside Drive, Atlanta, Georgia	30328 (Zip Code)
(Address of principal executive offices)

(770) 857-4700

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:



Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $0.01 par value per share	ICE	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 þ No¨

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). YesþNo¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.




Large accelerated filer þ	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company ¨
	Emerging growth company ¨

~~(Do not check if a smaller company)~~

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨Noþ

As of ~~July 30, 2018,~~April 29, 2019, the number of shares of the registrant’s Common Stock outstanding was ~~573,436,542~~563,865,016 shares.

EXPLANATORY NOTE

This Amendment No. 1 to the Form 10-Q (this “Amendment”) amends the Quarterly Report on Form 10-Q of Intercontinental Exchange, Inc. for the period ended March 31, 2019 (the “Form 10-Q”) filed earlier today on May 2, 2019 for the sole purpose of correcting a clerical error. The clerical error resulted in certain headings to be missing from the Accumulated Other Comprehensive Income (Loss) table in Note 9 to the consolidated financial statements.

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment. No other changes have been made to the Form 10-Q, but for the convenience of the reader, this Amendment restates in its entirety, as amended, the original Form 10-Q. This Amendment does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way the substantive disclosures made in the Form 10-Q.

INTERCONTINENTAL EXCHANGE, INC.

Form ~~10-Q~~10-Q/A

Quarterly Period Ended ~~June 30, 2018~~March 31, 2019

TABLE OF CONTENTS





PART I.	Financial Statements
Item 11.	Consolidated Financial Statements (Unaudited):
	Consolidated Balance Sheets as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017~~2018	2
	Consolidated Statements of Income for the ~~six and~~ three months ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~	4
	Consolidated Statements of Comprehensive Income for the ~~six and~~ three months ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~	5
	Consolidated Statements of Changes in Equity ~~Accumulated Other Comprehensive Loss~~ and Redeemable Non-Controlling Interest for the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018 ~~and for the year ended December 31, 2017~~	6
	Consolidated Statements of Cash Flows for the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~	7
	Notes to Consolidated Financial Statements	8
Item 22.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2726
Item 33.	Quantitative and Qualitative Disclosures About Market Risk	5451
Item 44.	Controls and Procedures	5653

PART II.	Other Information
Item 11.	Legal Proceedings	5753
Item 1A1A.	Risk Factors	5753
Item 22.	Unregistered Sales of Equity Securities and Use of Proceeds	5754
Item 33.	Defaults Upon Senior Securities	5754
Item 44.	Mine Safety Disclosures	5754
Item 55.	Other Information	5854
Item 66.	Exhibits	5854
SIGNATURES		5956

PART I. Financial Statements

Item 1. Consolidated Financial Statements (Unaudited)

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Balance Sheets

(In millions, except per share amounts)

(Unaudited)


	As of			As of			As of		As of
	June 30, 2018			December 31, 2017			March 31, 2019		December 31, 2018
Assets:
Current assets:
Cash and cash equivalents	$	532		$	535		$	653	$	724
Short-term restricted cash and cash equivalents	817			769			868		818
Customer accounts receivable, net of allowance for doubtful accounts of $7 and $6 at June 30, 2018 and December 31, 2017, respectively	1,049			903
Customer accounts receivable, net of allowance for doubtful accounts of $7 at March 31, 2019 and December 31, 2018							1,181		953
Margin deposits, guaranty funds and delivery contracts receivable	54,991			51,222			64,564		63,955
Prepaid expenses and other current assets	171			133			219		242
Total current assets	57,560			53,562			67,485		66,692
Property and equipment, net	1,220			1,246			1,538		1,241
Other non-current assets:
Goodwill	12,484			12,216			13,098		13,085
Other intangible assets, net	10,223			10,269			10,406		10,462
Long-term restricted cash and cash equivalents	331			264			370		330
Other non-current assets	1,029			707			960		981
Total other non-current assets	24,067			23,456			24,834		24,858
Total assets	$	82,847		$	78,264		$	93,857	$	92,791

Liabilities and Equity:
Current liabilities:
Accounts payable and accrued liabilities	$	405		$	462		$	509	$	521
Section 31 fees payable	209			128			70		105
Accrued salaries and benefits	150			227			125		280
Deferred revenue	372			125			479		135
Short-term debt	2,645			1,833			1,005		951
Margin deposits, guaranty funds and delivery contracts payable	54,991			51,222			64,564		63,955
Other current liabilities	122			178			283		161
Total current liabilities	58,894			54,175			67,035		66,108
Non-current liabilities:
Non-current deferred tax liability, net	2,284			2,298			2,308		2,337
Long-term debt	4,271			4,267			6,492		6,490
Accrued employee benefits	235			243			203		204
Operating lease liability-non-current							306		—
Other non-current liabilities	323			296			312		350
Total non-current liabilities	7,113			7,104			9,621		9,381
Total liabilities	66,007			61,279			76,656		75,489
Commitments and contingencies
Redeemable non-controlling interest in consolidated subsidiaries							71		71
Equity:
Intercontinental Exchange, Inc. stockholders’ equity:
Preferred stock, $0.01 par value; 100 shares authorized; no shares issued or outstanding at June 30, 2018 and December 31, 2017	—			—
Common stock, $0.01 par value; 1,500 shares authorized; 603 and 600 shares issued at June 30, 2018 and December 31, 2017, respectively, and 574 and 583 shares outstanding at June 30, 2018 and December 31, 2017, respectively	6			6
Treasury stock, at cost; 29 and 17 shares at June 30, 2018 and December 31, 2017, respectively	(1,911		)	(1,076		)
Preferred stock, $0.01 par value; 100 shares authorized; no shares issued or outstanding at March 31, 2019 and December 31, 2018							—		—


Common stock, $0.01 par value; 1,500 shares authorized; 606 and 604 shares issued at March 31, 2019 and December 31, 2018, respectively, and 565 and 569 shares outstanding at March 31, 2019 and December 31, 2018, respectively							6			6
Treasury stock, at cost; 41 and 35 shares at March 31, 2019 and December 31, 2018, respectively							(2,851		)	(2,354		)
Additional paid-in capital	11,477			11,392			11,597			11,547
Retained earnings	7,498			6,858			8,644			8,317
Accumulated other comprehensive loss	(265		)	(223		)	(290		)	(315		)
Total Intercontinental Exchange, Inc. stockholders’ equity	16,805			16,957			17,106			17,201
Non-controlling interest in consolidated subsidiaries	35			28			24			30
Total equity	16,840			16,985			17,130			17,231
Total liabilities and equity	$	82,847		$	78,264		$	93,857		$	92,791

See accompanying notes.

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Income

(In millions, except per share amounts)

(Unaudited)


	Six Months Ended June 30,						Three Months Ended June 30,						Three Months Ended March 31,
	2018			2017			2018			2017			2019			2018
Revenues:
Transaction and clearing, net	$	1,762		$	1,615		$	864		$	817		$	862		$	898
Data services	1,046			1,041			526			521			546			520
Listings	220			217			111			109			111			109
Other revenues	108			94			55			49			64			53
Total revenues	3,136			2,967			1,556			1,496			1,583			1,580
Transaction-based expenses:
Section 31 fees	211			183			90			92			69			121
Cash liquidity payments, routing and clearing	454			438			220			224			244			234
Total revenues, less transaction-based expenses	2,471			2,346			1,246			1,180			1,270			1,225
Operating expenses:
Compensation and benefits	481			483			241			236			248			240
Professional services	59			64			29			32			33			30
Acquisition-related transaction and integration costs	27			23			15			9			—			12
Technology and communication	213			195			108			97			107			105
Rent and occupancy	33			35			16			17			17			17
Selling, general and administrative	72			79			39			38			42			33
Depreciation and amortization	281			276			143			142			158			138
Total operating expenses	1,166			1,155			591			571			605			575
Operating income	1,305			1,191			655			609			665			650
Other income (expense):
Interest income													9			4
Interest expense	(107		)	(90		)	(55		)	(45		)	(71		)	(52		)
Other income, net	30			191			11			3			23			15
Other income (expense), net	(77		)	101			(44		)	(42		)	(39		)	(33		)
Income before income tax expense	1,228			1,292			611			567			626			617
Income tax expense	292			354			149			140			134			143
Net income	$	936		$	938		$	462		$	427		$	492		$	474
Net income attributable to non-controlling interest	(17		)	(16		)	(7		)	(8		)	(8		)	(10		)
Net income attributable to Intercontinental Exchange, Inc.	$	919		$	922		$	455		$	419		$	484		$	464
Earnings per share attributable to Intercontinental Exchange, Inc. common stockholders:
Basic	$	1.59		$	1.56		$	0.79		$	0.71		$	0.85		$	0.80
Diluted	$	1.58		$	1.55		$	0.78		$	0.71		$	0.85		$	0.79
Weighted average common shares outstanding:
Basic	580			593			578			591			568			582
Diluted	583			597			581			595			570			586
Dividend per share	$	0.48		$	0.40		$	0.24		$	0.20

See accompanying notes.

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(In millions)

(Unaudited)


	Six Months Ended June 30,						Three Months Ended June 30,						Three Months Ended March 31,
	2018			2017			2018			2017			2019			2018
Net income	$	936		$	938		$	462		$	427		$	492		$	474
Other comprehensive income (loss):
Foreign currency translation adjustments, net of tax (expense) benefit of $1 and ($7) for the six months ended June 30, 2018 and 2017, respectively, and $1 and ($7) for the three months ended June 30, 2018 and 2017, respectively	(42		)	85			(75		)	60
Change in fair value of available-for-sale securities	—			68			—			—
Reclassification of realized gain on available-for-sale investment to other income	—			(176		)	—			—
Other comprehensive income (loss)	(42		)	(23		)	(75		)	60
Foreign currency translation adjustments, net of tax benefit (expense) of $0 and ($1) for the three months ended March 31, 2019 and 2018, respectively													26			33
Change in equity method investment													(1		)	—
Other comprehensive income													25			33
Comprehensive income	$	894		$	915		$	387		$	487		$	517		$	507
Comprehensive income attributable to non-controlling interest	(17		)	(16		)	(7		)	(8		)	(8		)	(10		)
Comprehensive income attributable to Intercontinental Exchange, Inc.	$	877		$	899		$	380		$	479		$	509		$	497

See accompanying notes.

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Changes in Equity ~~Accumulated Other Comprehensive Loss~~

and Redeemable Non-Controlling Interest

(In millions)

(Unaudited)


	Intercontinental Exchange, Inc. Stockholders’ Equity																	Non- Controlling Interest in Consolidated Subsidiaries			Total Equity			Redeemable Non-Controlling Interest			Intercontinental Exchange, Inc. Stockholders’ Equity																Non- Controlling Interest in Consolidated Subsidiaries			Total Equity			Redeemable Non-Controlling Interest
	Common Stock			Treasury Stock					Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss												Common Stock			Treasury Stock					Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Loss
	Shares	Value		Shares		Value			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss												Shares	Value		Shares		Value			Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Loss
Balance, as of December 31, 2016	596	$	6	(1	)	$	(40	)	$	11,306		$	4,810		$	(344	)	$	37		$	15,775		$	36
Balance, as of December 31, 2018																											604	6		(35	)	(2,354		)	11,547		8,317			(315		)	30			17,231			71
Other comprehensive income	—	—		—		—			—			—			121			—			121			—			—	—		—		—			—		—			25			—			25			—
Exercise of common stock options	—	—		—		—			17			—			—			—			17			—			—	—		—		—			5		—			—			—			5			—
Repurchases of common stock	—	—		(15	)	(949		)	—			—			—			—			(949		)	—			—	—		(6	)	(440		)	—		—			—			—			(440		)	—
Payments relating to treasury shares	—	—		(1	)	(88		)	—			—			—			—			(88		)	—			—	—		—		(57		)	—		—			—			—			(57		)	—
Stock-based compensation	—	—		—		—			152			—			—			—			152			—			—	—		—		—			33		—			—			—			33			—
Issuance of restricted stock	4	—		—		1			(1		)	—			—			—			—			—
Acquisition of non-controlling interest	—	—		—		—			(82		)	—			—			(10		)	(92		)	—
Distributions of profits	—	—		—		—			—			—			—			(26		)	(26		)	—
Dividends paid to stockholders	—	—		—		—			—			(476		)	—			—			(476		)	—
Acquisition of redeemable non-controlling interest	—	—		—		—			—			(2		)	—			—			(2		)	(37		)
Net income attributable to non-controlling interest	—	—		—		—			—			(28		)	—			27			(1		)	1
Net income	—	—		—		—			—			2,554			—			—			2,554			—
Balance, as of December 31, 2017	600	6		(17	)	(1,076		)	11,392			6,858			(223		)	28			16,985			—
Other comprehensive loss	—	—		—		—			—			—			(42		)	—			(42		)	—
Exercise of common stock options	—	—		—		—			12			—			—			—			12			—
Repurchases of common stock	—	—		(10	)	(759		)	—			—			—			—			(759		)	—
Payments relating to treasury shares	—	—		(2	)	(76		)	—			—			—			—			(76		)	—
Stock-based compensation	—	—		—		—			73			—			—			—			73			—
Issuance under the employee stock purchase plan																											—	—		—		—			12		—			—			—			12			—
Issuance of restricted stock	3	—		—		—			—			—			—			—			—			—			2	—		—		—			—		—			—			—			—			—
Distributions of profits	—	—		—		—			—			—			—			(10		)	(10		)	—			—	—		—		—			—		—			—			(14		)	(14		)	—
Dividends paid to stockholders	—	—		—		—			—			(279		)	—			—			(279		)	—			—	—		—		—			—		(157		)	—			—			(157		)	—
Net income attributable to non-controlling interest	—	—		—		—			—			(17		)	—			17			—			—			—	—		—		—			—		(8		)	—			8			—			—
Net income	—	—		—		—			—			936			—			—			936			—			—	—		—		—			—		492			—			—			492			—
Balance, as of June 30, 2018	603	$	6	(29	)	$	(1,911	)	$	11,477		$	7,498		$	(265	)	$	35		$	16,840		$	—
Balance, as of March 31, 2019																											606	$	6	(41	)	$	(2,851	)	$	11,597	$	8,644		$	(290	)	$	24		$	17,130		$	71

As of As of
June 30, 2018 December 31, 2017
Accumulated other comprehensive loss was as follows:
Foreign currency translation adjustments $ (178 ) $ (136 )
Comprehensive income from equity method investment 2
2
Employee benefit plans adjustments (89 ) (89 )
Accumulated other comprehensive loss $ (265 ) $ (223 )



	Intercontinental Exchange, Inc. Stockholders’ Equity																Non- Controlling Interest in Consolidated Subsidiaries			Total Equity			Redeemable Non-Controlling Interest
	Common Stock			Treasury Stock					Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Loss
	Shares	Value		Shares		Value			Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Loss
Balance, as of December 31, 2017	600	6		(17	)	(1,076		)	11,392		6,858			(223		)	28			16,985			—
Other comprehensive income	—	—		—		—			—		—			33			—			33			—
Exercise of common stock options	—	—		—		—			4		—			—			—			4			—
Repurchases of common stock	—	—		(4	)	(300		)	—		—			—			—			(300		)	—
Payments relating to treasury shares	—	—		(1	)	(72		)	—		—			—			—			(72		)	—
Stock-based compensation	—	—		—		—			32		—			—			—			32			—
Issuance of restricted stock	3	—		—		—			—		—			—			—			—			—
Distributions of profits	—	—		—		—			—		—			—			(10		)	(10		)	—
Dividends paid to stockholders	—	—		—		—			—		(140		)	—			—			(140		)	—
Net income attributable to non-controlling interest	—	—		—		—			—		(10		)	—			10			—			—
Net income	—	—		—		—			—		474			—			—			474			—
Balance, as of March 31, 2018	603	$	6	(22	)	$	(1,448	)	$	11,428	$	7,182		$	(190	)	$	28		$	17,006		$	—

See accompanying notes.

Intercontinental Exchange, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In millions)

(Unaudited)


	Six Months Ended June 30,						Three Months Ended March 31,
	2018			2017			2019			2018
Operating activities:
Net income	$	936		$	938		$	492		$	474
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	281			276			158			138
Stock-based compensation	61			68			29			29
Deferred taxes	(7		)	(11		)	(28		)	(6		)
Cetip realized investment gain, net	—			(114		)
Other	(4		)	(7		)	(21		)	1
Changes in assets and liabilities:
Customer accounts receivable	(148		)	(170		)	(227		)	(259		)
Other current and non-current assets	(39		)	(37		)	15			(32		)
Section 31 fees payable	80			51			(35		)	(8		)
Deferred revenue	249			240			347			343
Other current and non-current liabilities	(173		)	(135		)	(76		)	(107		)
Total adjustments	300			161			162			99
Net cash provided by operating activities	1,236			1,099			654			573

Investing activities:
Capital expenditures	(33		)	(81		)	(26		)	(14		)
Capitalized software development costs	(75		)	(69		)	(39		)	(37		)
Proceeds from sale of Cetip, net	—			438
Cash paid for acquisitions, net of cash received for divestiture	(405		)	10
Cash paid for acquisitions							(19		)	(400		)
Return of capital from equity method investment							44			—
Purchases of investments	(305		)	—			—			(304		)
Net cash provided by (used in) investing activities	(818		)	298
Net cash used in investing activities							(40		)	(755		)

Financing activities:
Proceeds from (repayments of) commercial paper, net	812			(469		)
Proceeds from commercial paper, net of repayments							54			789
Repurchases of common stock	(759		)	(469		)	(440		)	(300		)
Dividends to stockholders	(279		)	(239		)	(157		)	(140		)
Payments relating to treasury shares received for restricted stock tax payments and stock option exercises	(76		)	(81		)	(57		)	(72		)
Acquisition of non-controlling interest and redeemable non-controlling interest	—			(55		)
Other	1			(8		)	4			(7		)
Net cash used in financing activities	(301		)	(1,321		)
Net cash provided by (used in) financing activities							(596		)	270
Effect of exchange rate changes on cash, cash equivalents and restricted cash and cash equivalents	(5		)	5			1			2
Net increase in cash, cash equivalents, and restricted cash and cash equivalents	112			81			19			90
Cash, cash equivalents, and restricted cash and cash equivalents, beginning of period	1,568			1,350			1,872			1,568
Cash, cash equivalents, and restricted cash and cash equivalents, end of period	$	1,680		$	1,431		$	1,891		$	1,658

Supplemental cash flow disclosure:
Cash paid for income taxes	$	346		$	429		$	78		$	144
Cash paid for interest	$	104		$	87		$	79		$	27

See accompanying notes.

Intercontinental Exchange, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)


1.	Description of Business

Nature of Business and Organization

We are a leading global operator of regulated exchanges, clearing houses and listings venues, and a provider of data services for commodity, financial, fixed income and equity markets. We operate regulated marketplaces for listing, trading and clearing a broad array of derivatives contracts and securities ~~contracts~~ across major asset classes, including energy and agricultural commodities, metals, interest rates, equities, ~~equity derivatives,~~ exchange-traded funds, or ETFs, credit derivatives, bonds and currencies. We also offer ~~end-to-end~~comprehensive data services ~~and solutions~~ to support the trading, investment, risk management, mortgage service and connectivity needs of customers around the world and across ~~all major~~ asset classes.

Our exchanges include derivative exchanges in the United States, or U.S., United Kingdom, or U.K., European Union, or EU, Canada and Singapore, and cash equities, equity options and bond ~~exchanges~~trading venues in the U.S. We also operate over-the-counter, or OTC, markets for physical energy, fixed income and credit default swaps, or CDS, trade execution. To serve global derivatives markets, we operate central counterparty clearing houses, or CCPs, in the U.S., U.K., EU, Canada and Singapore (Note ~~10)~~11). We offer a range of data services for global financial and commodity markets, including pricing and reference data, exchange data, analytics, feeds, index services, desktops and connectivity solutions. Through our markets, clearing houses, listings and ~~market~~ data services, we provide ~~end-to-end~~comprehensive solutions for our customers through liquid markets, benchmark products, access to capital markets and related services to support their ability to manage risk and raise capital. Our business is ~~currently~~ conducted as two reportable business segments, our Trading and Clearing segment and our Data and Listings segment, and the majority of our identifiable assets are located in the U.S., and U.K. ~~and Canada~~ (Note ~~13)~~14).

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared by us in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, pursuant to the rules and regulations of the Securities and Exchange Commission, or SEC, regarding interim financial reporting. Accordingly, the unaudited consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and should be read in conjunction with our audited consolidated financial statements and related notes thereto for the year ended December 31, ~~2017.~~2018. The accompanying unaudited consolidated financial statements reflect all adjustments that are, in our opinion, necessary for a fair presentation of results for the interim periods presented. We believe that these adjustments are of a normal recurring nature.

Preparing financial statements requires us to make certain estimates and assumptions that affect the amounts that are reported in ~~the~~our consolidated financial statements and accompanying disclosures. Actual ~~results may be different~~amounts could differ from ~~these~~those estimates. The results of operations for the ~~six months and~~ three months ended ~~June 30, 2018~~March 31, 2019 are not necessarily indicative of the results to be expected for any future period or the full fiscal year.

~~The accompanying unaudited consolidated financial~~These statements include ~~our~~the accounts ~~and those~~ of our wholly-owned and controlled subsidiaries. All intercompany balances and transactions between us and our wholly-owned and controlled subsidiaries have been eliminated in ~~the~~ consolidation. For ~~those~~ consolidated subsidiaries in which our ownership is less than 100% and for which we have control over the assets and liabilities and the management of the entity, the outside stockholders’ interests are shown as non-controlling interests.

~~Reclassifications~~

~~Certain prior period amounts have been reclassified to conform to the current period’s financial statement presentation. See~~ ~~"Recently Adopted Accounting Pronouncements"~~ ~~below for a discussion of our adoption of new accounting standards.~~

Recently Adopted Accounting Pronouncements

~~On January 1, 2018, we adopted Accounting Standards Codification, or ASC, Topic 606,~~ ~~Revenue from Contracts with Customers, and ASC 340-40,~~ ~~Other Assets and Deferred Costs - Contracts with Customers~~, collectively referred to as ASC 606. ASC 606 provides guidance outlining a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers that supersedes most revenue recognition guidance. This guidance requires us to recognize revenue when we transfer promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASC 606 requires enhanced disclosures, including revenue recognition policies to identify performance obligations to customers and significant judgments in measurement and recognition. We adopted ASC 606 retrospectively and restated each prior period presented to reflect our adoption thereof. The impacts of our adoption of ASC 606 on our results for the years ended December 31, 2017, 2016 and 2015, respectively, were disclosed in our 2017 Form 10-K.

The adoption of ASC 606 accelerated the timing of recognition of a portion of original listing fees related to our New York Stock Exchange, or NYSE, businesses. In addition, and to a lesser extent, the adoption decelerated the timing of recognition of a portion of clearing fee revenues. Revenue recognition related to all other trading, clearing and data businesses remains unchanged.

Our adoption of ASC 606 had the following impact on our reported results for the prior periods presented, driven primarily by the accelerated recognition of listings fee revenue in our NYSE businesses (in millions, except earnings per share):

As Reported New Revenue Standard Adjustment As Adjusted
Six months ended June 30, 2017
Total revenues $ 2,963
$ 4
$ 2,967
Total revenues, less transaction-based expenses 2,342
4
2,346
Income tax expense 352
2
354
Net income attributable to Intercontinental Exchange, Inc. 920
2
922
Basic earnings per share $ 1.55
$ 0.01
$ 1.56
Diluted earnings per share $ 1.54
$ 0.01
$ 1.55

As Reported New Revenue Standard Adjustment As Adjusted
Three months ended June 30, 2017
Total revenues $ 1,494
$ 2
$ 1,496
Total revenues, less transaction-based expenses 1,178
2
1,180
Income tax expense 139
1
140
Net income attributable to Intercontinental Exchange, Inc. 418
1
419
Basic earnings per share $ 0.71
$ —
$ 0.71
Diluted earnings per share $ 0.70
$ 0.01
$ 0.71

As Reported New Revenue Standard Adjustment As Adjusted
As of December 31, 2017
Deferred revenue, current $ 121
$ 4
$ 125
Deferred revenue, non-current 143
(52 ) 91
Net deferred tax liabilities 2,280
15
2,295
Retained earnings 6,825
33
6,858

~~Additional disclosures related to our adoption of ASC 606 are provided in Note 4.~~



Standard/Description	Effective Date and Adoption Considerations	Effect on Financial Statements
ASU No. 2016-02, Leases. Entities are required to recognize both assets and liabilities arising from finance and operating leases, along with additional qualitative and quantitative disclosures.	We adopted ASU No. 2016-02 on January 1, 2019.	Further disclosures and details on our adoption of ASU 2016-02 are discussed below.

~~The Financial Accounting Standards Board, or FASB, has issued Accounting Standards Update, or ASU, No. 2017-07,~~ ~~Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost,~~ or ASU 2017-07. The amendments in this update require that an employer disaggregate the service cost component from the other components of net benefit cost. The amendments also provide explicit guidance on how to present the service cost component in the same line item as other related compensation costs, and the other components of net benefit cost in the income statement outside of operating income. The guidance only allows the service cost component of net benefit cost to be eligible for capitalization. We adopted ASU 2017-07 on January 1, 2018 retrospectively to each prior period presented. We have a pension plan, a U.S. nonqualified supplemental executive retirement plan, and post-retirement defined benefit plans that are all impacted by the guidance. Each of the plans are frozen and do not have a service cost component, which means the expense or benefit recognized under each plan represents other components of net benefit cost as defined in the guidance. The combined net periodic (expense) benefit of these plans was ($4 million) and $4 million for the six months ended June 30, 2018 and 2017, respectively, and ($2 million) and $2 million for the three months ended June 30, 2018 and 2017, respectively, and was previously reported as an adjustment to compensation and benefits expenses in the accompanying consolidated statements of income. Following our adoption of ASU 2017-07, these amounts were reclassified to be included in other income, net, in the accompanying consolidated statements of income, and these adjustments had no impact on net income.

~~The FASB has issued ASU No. 2016-01,~~ ~~Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,~~ or ASU 2016-01. ASU 2016-01 provides updated guidance for the recognition, measurement, presentation, and disclosure of certain financial assets and liabilities, including the requirement that equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) are to be measured at fair value with changes in fair value recognized in net income. We adopted ASU 2016-01 on January 1, 2018. Our equity investments, including our investments in Euroclear plc, or Euroclear (Note 3) and Coinbase Global, Inc., or Coinbase, among others, are now subject to valuation under ASU 2016-01. These investments do not currently have readily determinable fair market values as they are not publicly-listed companies. ASU 2016-01 permits a policy election to only adjust the fair value of such investments if and when there is an observable price change in an orderly transaction of a similar or identical investment occurring after adoption, with any change in fair value recognized in net income. We have made this policy election for all of our equity investments without readily determinable fair values, and our adoption of ASU 2016-01 did not result in any fair value adjustments as of June 30, 2018.

In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, or SAB 118, which provided guidance for companies that have not completed their accounting for income tax effects of the Tax Cuts and Jobs Act, or TCJA, in the period of enactment, allowing for a measurement period of up to one year after the enactment date to finalize the recording of the related tax impacts. We are applying the guidance in SAB 118 when accounting for the enactment-date effects of the TCJA. As of June 30, 2018, our estimates recorded as of December 31, 2017 for the tax effects of the TCJA, are not final. Our estimates recorded at December 31, 2017 and as of June 30, 2018 may be affected due to changes in interpretations of the legislation, changes in accounting standards or related interpretations in response to the TCJA. We have also made reasonable estimates of the TCJA’s impact on state income tax. Our estimates are based on the best available information as of June 30, 2018 and our interpretation of the TCJA and related state tax implications as currently enacted. Our estimates do not include any potential federal or state administrative and/or legislative adjustments to certain provisions of the TCJA and related state provisions. We will continue to analyze the TCJA in order to finalize related federal and state impacts within the measurement period.

~~In January 2018, the FASB staff issued Question & Answer Topic 740, No. 5,~~ ~~Accounting for Global Intangible Low-Taxed Income~~, stating that a company may either elect to treat taxes due on future inclusions on its non-U.S. income in its U.S. taxable income under the newly enacted Global Intangible Low-Taxed Income provisions as a current period expense when incurred, or factor them into the company’s measurement of its deferred taxes. As of June 30, 2018, we have not completed our analysis of the two different accounting policies and have not made an election. We will continue our analysis and will make an election within the measurement period as provided for under SAB 118.

~~In the fourth quarter of 2017, we adopted ASU 2016-18,~~ ~~Statement of Cash Flows: Restricted Cash~~, or ASU 2016-18, which requires us to show the changes in the total of cash, cash equivalents, restricted cash and cash equivalents in the statement of cash flows. As a result, we no longer present transfers between cash and cash equivalents and restricted cash and cash equivalents in the statement of cash flows. We have reclassified changes in restricted cash from cash flows provided by (used in) investing activities, to the total change in beginning and end-of-period total changes. Our statements of cash flows for the six months ended June 30, 2018 and 2017 reflect this change.

Accounting Pronouncements Not Yet Adopted

~~The FASB has issued~~



Standard/Description	Effective Date and Adoption Considerations	Effect on Financial Statements
ASU No. 2016-13, Financial Instruments - Measurement of Credit Losses on Financial Instruments. Applies to all financial instruments carried at amortized cost including held-to-maturity debt securities and trade receivables. Requires financial assets carried at amortized cost to be presented at the net amount expected to be collected and requires entities to record credit losses through an allowance for credit losses on available-for-sale debt securities.	Effective at the beginning of our first quarter of fiscal year 2020, with early adoption permitted. We do not expect to early adopt.	We are currently evaluating this guidance to determine the potential impact on our consolidated financial statements.

Adoption of ASU ~~No.~~ 2016-02, "Leases"

On January 1, 2019, we adopted ASU 2016-02, Leases, or ASU 2016-02.~~ASU 2016-02~~ This standard requires ~~an entity to recognize~~recognition of both assets and liabilities arising from ~~financing~~finance and operating leases, along with additional qualitative and quantitative disclosures. ~~A lessee should~~ASU 2016-02 requires lessees to recognize a ~~liability in its balance sheet to make lease payments (the lease liability) and a~~ right-of-use, or ROU, asset representing ~~its~~a right to use the underlying asset ~~for~~over the lease ~~term. In transition, lessees~~term, and ~~lessors are required~~a corresponding lease liability on the balance sheet. Our operating leases primarily relate to ~~recognize~~our leased office space and ~~measure~~data center facilities, and we do not have any leases atclassified as finance leases.

We adopted ASU 2016-02 using the ~~beginning of the earliest period presented using a~~ modified retrospective ~~approach.~~transition method and did not restate prior periods. Using the modified retrospective approach, we applied the provisions of ASU 2016-02 ~~is required~~beginning in the period of adoption, and elected the package of practical expedients available to ~~be adopted at~~us. There was no impact to the ~~beginning~~opening balance of our first quarter of fiscal year 2019, with early adoption permitted. We will not adopt ASU 2016-02 early and we are currently evaluating this guidance to determine the potential impact on our consolidated financial statements.

~~The FASB has issued ASU No. 2016-13,~~ ~~Financial Instruments - Measurement of Credit Losses on Financial Instruments,~~ or ASU 2016-13. ASU 2016-13 applies to all financial instruments carried at amortized cost including held-to-maturity debt securities as well as trade receivables. ASU 2016-13 requires financial assets carried at amortized cost to be presented at the net amount expected to be collected and available-for-sale debt securities to record credit losses through an allowance for credit losses. ASU 2016-13 is required to be adopted at the beginning of our first quarter of fiscal year 2020, with early adoption permitted. We will not adopt ASU 2016-13 early and we are currently evaluating this guidance to determine the potential impact on our consolidated financial statements.

~~The FASB has issued ASU No. 2018-02,~~ ~~Reclassification of Certain Tax Effects from Accumulative Other Comprehensive Income,~~ ~~or ASU 2018-02. ASU 2018-02 gives entities the option to reclassify certain tax effects related to items in accumulated~~

~~other comprehensive income, or OCI, that have been stranded in OCI~~retained earnings as a result of a cumulative-effect adjustment on the ~~enactment~~adoption date. We elected the practical expedient to not reassess lease classifications, but alternatively to carry forward our historical classifications. In addition, we elected the practical expedient of not separating lease and non-lease components as our lease arrangements are not highly dependent on other underlying assets. Our implementation of the ~~TCJA to retained earnings. The~~amended lease guidance is effective for fiscal years beginning after December 15, 2018 with early adoption permitted. We will not adopt ASU 2018-02 early and we are currently evaluating this guidance to determine the potential impact on our consolidated financial statements.


3.	~~Acquisitions and Investments~~

~~Acquisitions~~

On January 2, 2018, we acquired 100% of BondPoint from Virtu Financial, Inc. for $400 million in cash. BondPoint is a leading provider of electronic fixed income trading solutions for the buy-side and sell-side, offering access to centralized liquidity and automated trade execution services through its alternative trading system, or ATS, and provides trading services to more than 500 financial services firms. BondPoint is primarily included in our Trading and Clearing segment.

The BondPoint purchase price was allocated to the preliminary net tangible and identifiable intangible assets and liabilities based on their estimated fair values as of January 2, 2018. The identifiable intangible assets acquired were $130 million and included (i) customer relationships of $123 million, which have been assigned a useful life of 15 years, and (ii) developed technology of $7 million, which has been assigned a life of three years. The excess of the purchase price over the preliminary net tangible and identifiable intangible assets was $267 million and was recorded as goodwill.

On July 18, 2018, we acquired CHX Holdings, Inc., the parent company of the Chicago Stock Exchange, or CHX, a full-service stock exchange, including trading, data and corporate listings services. CHX operates as a registered national securities exchange, and will primarily be included in our Trading and Clearing segment.

On July 23, 2018, we acquired TMC Bonds, LLC for $701 million in cash. The cash consideration is gross of the $14 million cash held by TMC Bonds, LLC on the date of acquisition. TMC Bonds, LLC is an electronic fixed income marketplace, supporting anonymous trading across multiple protocols in various asset classes, including municipals, corporates, treasuries, agencies and certificates of deposit. TMC Bonds, LLC is primarily included in our Trading and Clearing segment.

~~Investment in Euroclear~~

During the year ended December 31, 2017, we purchased a 4.7% stake in Euroclear valued at €276 million ($327 million), which included our representation on the Euroclear Board of Directors. During the same period, we negotiated an additional purchase which closed on February 21, 2018 following regulatory approval, and which did not include additional representation on the Euroclear Board of Directors. This provided us with an additional 5.1% stake in Euroclear for a purchase price of €246 million in cash ($304 million based on a euro/U.S. dollar exchange rate of 1.2368 as of February 21, 2018). As of June 30, 2018, we owned a 9.8% stake in Euroclear for a total investment of $631 million. Euroclear is a leading provider of post-trade services, including settlement, central securities depositories and related services for cross-border transactions across asset classes.

We classify our investment in Euroclear as an equity investment included in other non-current assets in the accompanying consolidated balance sheets. As discussed in Note 2, we adopted ASU 2016-01 on January 1, 2018. Under ASU 2016-01, for investments without a readily determinable fair value, we may elect to measure them at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions in similar or identical investments. We have elected to use this approach to estimate the value of the Euroclear investment. During the six months and three months ended June 30, 2018, there were no downward or upward adjustments made to the carrying amount of Euroclear.


4.	~~Revenue Recognition~~

We adopted ASC 606 on January 1, 2018 on a full retrospective basis and have restated the prior reporting periods presented as if ASC 606 had always been applied (Note 2). Our adoption of ASC 606 did not have a material impact on the measurement or recognition of revenue in any prior or current reporting periods. Our adoption of ASC 606 was subject to the same internal controls over financial reporting that we apply to our consolidated financial statements.

At lease inception, we review the service arrangement and components of a contract to identify if a lease or embedded lease arrangement exists. An indicator of a contract containing a lease is when we have the right to control and use an identified asset over a period of time in exchange for consideration. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term, using our estimated incremental borrowing rate. We made the policy election to not record leases with a term of 12 months or less on the balance sheet, and to recognize lease expense on a straight-line basis over the lease term for those leases, the impact of which is nominal. We have also made policy elections related to capitalization thresholds and discount rates. We have elected to use a portfolio approach in consideration of our incremental borrowing rate to our population of lease agreements. Our incremental borrowing rate was determined based on our recent debt issuances that we believe are reflective of current borrowing rates. Certain lease agreements include options to extend, renew or terminate the lease agreement. As of March 31, 2019, the weighted-average remaining lease term was 7.2 years and the weighted average discount rate was 3.6%. Our lease agreements do not contain any residual value guarantees.

Upon adoption of ASU 2016-02, we recorded $357 million in operating lease liabilities, of which $52 million is included in other current liabilities and $305 million is included in operating lease liability-non-current within our accompanying consolidated balance sheet. We also recorded $308 million in operating lease ROU assets that are included as a component of property and equipment, net, in our balance sheet and are recorded in an amount equal to our lease liability, adjusted for any remaining unamortized lease incentives such as our deferred rent balances. As part of our adoption, we eliminated $49 million in deferred rent liabilities, of which $2 million had previously been included in other current liabilities and $47 million had been included in other non-current liabilities on our balance sheet. On the date of adoption, deferred rent liabilities were reclassified and presented as a reduction to the ROU asset, included in property and equipment, net on our consolidated balance sheet. Our adoption did not have an impact on our consolidated income statement.

We recognize rent expense monthly on a straight-line basis for each respective operating leases, as a reduction to both the ROU asset and the lease liability. For the three months ended March 31, 2019, we recognized $10 million of rent expense for office space as rent and occupancy expense and $5 million of rent expense for data center facilities as technology and communication expense within our consolidated income statement. We do not have any significant variable lease costs related to building and maintenance costs, real estate taxes, or other charges.

Details of our lease asset and liability balances are as follows (in millions):



	As of March 31, 2019	As of January 1, 2019
Right-of-use lease assets	$308	$308

Operating lease liability-current	53	52
Operating lease liability-non-current	306	305
Total operating lease liability	$359	$357

As of March 31, 2019, we estimate that our operating lease liabilities will be recognized in the following years (in millions):



Remainder of 2019	$	49
2020	63
2021	61
2022	59
2023	43
Thereafter	134
Lease liability amounts repayable	409
Interest costs	50
Total operating lease liability	$	359

Supplemental cash flow information and non-cash activity related to our operating leases are as follows:



	Three Months Ended March 31, 2019
Cash paid for amounts included in the measurement of operating lease liabilities	$	15
Right-of-use assets obtained in exchange for operating lease obligations	$	372


3.	Investments

Our equity investments, including our investments in Euroclear plc, or Euroclear, and Coinbase Global, Inc., among others, are subject to valuation under ASU 2016-01, Financial Instruments- Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. See Note 13 for a discussion of our determination of fair value of our financial instruments.

In addition, we own a 40% interest in the Options Clearing Corporation, or OCC, through a direct investment by NYSE that we treat as an equity method investment. OCC serves as a clearing house for securities options, security futures, commodity futures and options on futures traded on various independent exchanges. OCC clears securities options traded on NYSE Arca and NYSE Amex Options, along with other non-affiliated exchanges, and is regulated by the SEC as a registered clearing

agency and by the Commodity Futures Trading Commission, or CFTC, as a derivatives clearing organization. Under equity method accounting, each reporting period we adjust the carrying value of our OCC investment on our balance sheet by recognizing our pro-rata 40% share of the earnings or losses of OCC, with a corresponding adjustment in our statement of income to other income, after eliminating any intra-entity income or expenses. In addition, if and when OCC issues cash dividends to us, we deduct the amount of these dividends from the carrying amount of our investment.

OCC adopted a new capital plan during the first quarter of 2015, which raised $150 million in equity capital from OCC's shareholders, including $60 million contributed by us. Pursuant to the terms of the capital plan, in exchange for the contributions of equity capital from its shareholders, OCC was required, subject to determination by its board of directors and compliance with legal requirements, to pay an annual dividend to its shareholders on a pro rata basis. The dividend was intended to be equal to the amount (i) of after-tax income of OCC, in excess of the amount required to maintain its target capital requirement and satisfy other capital requirements, and (ii) remaining after refunds to its clearing members equal to 50% of distributable earnings before tax. Related to that capital plan, from 2015-2017 we received a total of $31 million in dividends from OCC.

Subsequent to our $60 million investment, aggrieved parties petitioned the SEC to review its approval, by delegated authority, of the capital plan. As a result of such petition, the SEC's approval of the capital plan was automatically stayed and OCC halted further implementation of the capital plan pending further SEC action. In September 2015, the SEC lifted the stay. During the fourth quarter of 2015, the OCC capital plan was implemented.

In February 2016, after the SEC approved the rule change establishing the OCC capital plan, certain industry participants appealed that approval in the U.S. Court of Appeals. In August 2017, the Court of Appeals remanded the case to the SEC and on February 13, 2019, the SEC disapproved the OCC capital plan established in 2015. The OCC returned $44 million of our original $60 million contribution during the three months ended March 31, 2019 as a result of the disapproval. The remaining $16 million will be returned at a future date, when returning the funds will allow the OCC to maintain target capital requirements.

Following the SEC disapproval, the OCC also announced they will not be providing a refund to clearing members or declaring a dividend to shareholders for the year ended December 31, 2018, which resulted in higher reported OCC 2018 net income than we had estimated. Therefore, during the three months ended March 31, 2019, we adjusted equity earnings in OCC by recording an additional $19 million earnings in other income to reflect our share of OCC's 2018 net income. In addition, during the three months ended March 31, 2019, we recognized $8 million of equity earnings as our share of OCC's estimated 2019 profits, which is also included in other income.


4.	Revenue Recognition

Substantially all of our revenues are considered to be revenues from contracts with customers. The related accounts receivable balances are recorded in our balance sheets as customer accounts receivable. We do not have obligations for warranties, returns or refunds to customers, other than the rebates discussed below, which are settled each period and therefore do not result in variable consideration. We do not have significant revenue recognized from performance obligations that were satisfied in prior periods, and we do not have any transaction price allocated to unsatisfied performance obligations other than in our deferred revenue. Deferred revenue represents our contract liabilities related to our annual, original and other listings revenues as well as certain data services,

clearing services and other revenues. ~~Deferred revenue is the only significant contract asset or liability impacted by our adoption of ASC 606.~~ See Note 6 for our discussion of deferred revenue balances, activity, and expected timing of recognition. As permitted by ~~ASC 606,~~U.S. GAAP, we have elected not to provide disclosures about transaction price allocated to unsatisfied performance obligations if contract durations are less than one year, or if we are not required to estimate the transaction price. For all of our contracts with customers, except for listings and certain data and clearing services, our performance obligations are short-term in nature and there is no significant variable consideration. See the bullets below for further descriptions of our revenue contracts. In addition, we have elected the practical expedient of excluding sales taxes from transaction prices. We have assessed the costs incurred to obtain or fulfill a contract with a customer and determined them to be immaterial.

Certain judgments and estimates were used in the identification and timing of satisfaction of performance obligations and the related allocation of transaction price. We believe that these represent a faithful depiction of the transfer of services to our customers.

Our primary revenue contract classifications are described below. ~~Although we discuss additional revenue details in our “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the~~These categories ~~below~~ best represent those ~~that depict~~with similar economic characteristics of the nature, amount, timing and uncertainty of ~~our~~ revenues and cash flows.

Transaction and clearing, net- Transaction and clearing revenues represent fees charged for the performance obligations of derivatives trading and clearing, and from our cash trading, ~~and~~ equity options, mortgage services and fixed income exchanges. The derivatives trading and clearing fees contain two performance obligations: (1) trade execution/clearing novation and (2) risk management of open interest. WeWhile we allocate the transaction price between these two performance ~~obligations; however, both of these~~obligations, since they generally ~~occur~~are satisfied almost simultaneously ~~and~~there is no significant deferral ~~results. The impact~~

of ~~our adoption of ASC 606 on our performance obligations in our clearing business was minimal.~~revenue. Cash trading, ~~and~~ equity options, mortgage services and fixed income fees contain one performance obligation related to trade execution which occurs ~~instantaneously.~~instantaneously and the revenue is recorded at the point in time of the trade execution. Our transaction and clearing revenues are reported net of rebates, except for the NYSE transaction-based expenses. Rebates were $215 million and $220 million for the three months ended March 31, 2019 and 2018, respectively. Transaction and clearing fees can be variable based on trade volume discounts used in the determination of ~~rebates;~~rebates, however virtually all volume discounts are calculated and recorded on a monthly basis. Transaction and clearing fees, as well as any volume discounts rebated to our customers, are calculated and billed monthly in accordance with our published fee schedules. We make liquidity payments to certain customers in our NYSE businesses and recognize those payments as a cost of revenue. In addition, we pay NYSE regulatory oversight fees to the SEC and collect equal amounts from our customers. These are also considered a cost of revenue, and both of these NYSE-related fees are included in transaction-based expenses. Transaction and clearing revenues and the related transaction-based expenses are all recognized in our Trading and Clearing segment.

Data services- Data service revenues represent the following:

◦

Pricing and analytics services ~~consist of an extensive set of independent continuous and end-of-day evaluated pricing services focused primarily on fixed income and international equity~~provide global securities ~~valuation services,~~evaluations, reference data, ~~index services~~market indices, risk analytics, derivatives pricing and ~~multi-asset class~~other information designed to meet our customers' portfolio ~~and~~management, trading, risk management, ~~analytics.~~reporting and regulatory compliance needs.


◦	Exchange data and feeds services provide real-time, historical and derived pricing data, order book and transaction information related to our trading venues as well as data from a broad array of third-party trading venues and news feeds.


◦	Desktops and connectivity services provide the connection to our exchanges, clearing houses and data centers and comprise hosting, colocation, infrastructure, technology-based information platforms, ~~feeds~~workstations and connectivity solutions through the ICE Global Network.


◦	~~Exchange data services represent subscription fees for the provision of our market data that is created from activity in our Trading and Clearing segment.~~

The nature and timing of each contract type for the data services above are similar in nature. Data services revenues are primarily subscription-based, billed monthly, quarterly or annually in advance and recognized ratably over time as our performance obligations of data delivery are met consistently throughout the period. ~~Because~~Considering these contracts primarily consist of single performance obligations with fixed prices, there is no variable consideration and no need to allocate the transaction price. In certain of our data contracts, where third parties are involved, we arrange for the third party to transfer the services to our ~~customers. In~~customers; in these arrangements we are acting as an agent and revenue is recorded net. All data services fees are included in our Data and Listings segment.

Listings - Listings revenues include original and annual ~~listing~~listings fees, and other corporate action fees. ~~Under ASC 606, each~~Each distinct listing fee is allocated to multiple performance obligations including original and incremental listing and investor relations services, as well as a customer’s material right to renew the option to list on our exchanges. In performing this allocation, the standalone selling price of the listing services is based on the original and annual listing fees and the standalone selling price of the investor ~~relation~~relations services is based on its market value. All listings fees are billed upfront and the identified performance obligations are satisfied over time. ~~Upon our adoption of the ASC 606 framework, the amount of revenue~~Revenue related to the investor relations performance obligation is recognized ratably over a two-year period, with the remaining revenue recognized ratably over time as customers continue to list on our exchanges, which is generally estimated to be over a period of up to nine years for NYSE and up to five years for NYSE Arca and NYSE American. Listings fees related to other corporate actions are considered contract modifications of our listing contracts and are recognized ratably over time as customers continue to list on our exchanges, which is generally estimated to be a period of six years for NYSE and three years for NYSE Arca and NYSE American. All listings fees are recognized in our Data and Listings segment.

Other revenues - Other revenues primarily include interest income on certain clearing margin deposits, regulatory penalties and fines, fees for use of our facilities, regulatory fees charged to member organizations of our U.S. securities exchanges, designated market maker service fees, exchange membership fees and agricultural grading and certification fees. Generally, fees for other revenues contain one performance obligation. Because these contracts primarily consist of single performance obligations with fixed prices, there is no variable consideration and no need to allocate the transaction price. Services for other revenues are primarily satisfied at a point in time. Therefore, there is no need to allocate the fee and no deferral results as we have no further obligation to the customer at that time. Other revenues are recognized in our Trading and Clearing segment.

The following table depicts the disaggregation of our revenue according to business line and segment (in millions). Segment totals here are consistent with the segment totals in Note ~~13:~~14:

Trading and Clearing Segment Data and Listings Segment Total Consolidated
Six months ended June 30, 2018
  Transaction and clearing, net $ 1,762
$ —
$ 1,762
  Data services —
1,046
1,046
  Listings —
220
220
  Other revenues 108
—
108
Total revenues 1,870
1,266
3,136
Transaction-based expenses 665
—
665
Total revenues, less transaction-based expenses $ 1,205
$ 1,266
$ 2,471

Timing of Revenue Recognition
Services transferred at a point in time $ 1,030
$ —
$ 1,030
Services transferred over time 175
1,266
1,441
Total revenues, less transaction-based expenses $ 1,205
$ 1,266
$ 2,471

Trading and Clearing Segment Data and Listings Segment Total Consolidated
Six months ended June 30, 2017
  Transaction and clearing, net $ 1,615
$ —
$ 1,615
  Data services —
1,041
1,041
  Listings —
217
217
  Other revenues 94
—
94
Total revenues 1,709
1,258
2,967
Transaction-based expenses 621
—
621
Total revenues, less transaction-based expenses $ 1,088
$ 1,258
$ 2,346

Timing of Revenue Recognition
Services transferred at a point in time $ 928
$ —
$ 928
Services transferred over time 160
1,258
1,418
Total revenues, less transaction-based expenses $ 1,088
$ 1,258
$ 2,346


	Trading and Clearing Segment		Data and Listings Segment		Total Consolidated		Trading and Clearing Segment		Data and Listings Segment		Total Consolidated
Three months ended June 30, 2018
Three months ended March 31, 2019
Transaction and clearing, net	$	864	$	—	$	864	$	862	$	—	$	862
Data services	—		526		526		—		546		546
Listings	—		111		111		—		111		111
Other revenues	55		—		55		64		—		64
Total revenues	919		637		1,556		926		657		1,583
Transaction-based expenses	310		—		310		313		—		313
Total revenues, less transaction-based expenses	$	609	$	637	$	1,246	$	613	$	657	$	1,270

Timing of Revenue Recognition
Services transferred at a point in time	$	521	$	—	$	521	$	528	$	—	$	528
Services transferred over time	88		637		725		85		657		742
Total revenues, less transaction-based expenses	$	609	$	637	$	1,246	$	613	$	657	$	1,270


	Trading and Clearing Segment		Data and Listings Segment		Total Consolidated		Trading and Clearing Segment		Data and Listings Segment		Total Consolidated
Three months ended June 30, 2017
Three months ended March 31, 2018
Transaction and clearing, net	$	817	$	—	$	817	$	898	$	—	$	898
Data services	—		521		521		—		520		520
Listings	—		109		109		—		109		109
Other revenues	49		—		49		53		—		53
Total revenues	866		630		1,496		951		629		1,580
Transaction-based expenses	316		—		316		355		—		355
Total revenues, less transaction-based expenses	$	550	$	630	$	1,180	$	596	$	629	$	1,225

Timing of Revenue Recognition
Services transferred at a point in time	$	470	$	—	$	470	$	509	$	—	$	509
Services transferred over time	80		630		710		87		629		716
Total revenues, less transaction-based expenses	$	550	$	630	$	1,180	$	596	$	629	$	1,225

The Trading and Clearing segment revenues above include ~~$128~~$60 million and ~~$116 million for the six months ended June 30, 2018 and 2017, respectively, and $65 million and $59~~$63 million for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively, for services transferred over time related to risk management of open interest performance obligations. A majority of these performance obligations are performed over a short period of time of one month or less.


5.	Goodwill and Other Intangible Assets

The following is a summary of the activity in the goodwill balance for the ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 (in millions):

Goodwill balance at December 31, 2017 $ 12,216
Acquisitions 267
Foreign currency translation (17 )
Other activity, net 18
Goodwill balance at June 30, 2018 $ 12,484



Goodwill balance at December 31, 2018	$	13,085
Foreign currency translation	11
Other activity, net	2
Goodwill balance at March 31, 2019	$	13,098

The following is a summary of the activity in the other intangible assets balance for the ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 (in millions):


Other intangible assets balance at December 31, 2017	$	10,269
Other intangible assets balance at December 31, 2018				$	10,462
Acquisitions	136			9
Foreign currency translation	(22		)	12
Amortization of other intangible assets	(142		)	(77		)
Other activity, net	(18		)
Other intangible assets balance at June 30, 2018	$	10,223
Other intangible assets balance at March 31, 2019				$	10,406

~~We completed our acquisition of BondPoint during the six months ended June 30, 2018 (Note 3). The foreign~~Foreign currency translation adjustments ~~in the tables above~~ result from a portion of our goodwill and other intangible assets being held at our U.K., EU and Canadian subsidiaries, whose functional currencies are not the U.S. dollar. We did not recognize any impairment losses on goodwill or other intangible assets during the three months ended March 31, 2019 and 2018. The ~~changes~~change in other activity, net, in the ~~tables~~goodwill table above primarily ~~relate~~relates to adjustments to the fair value of the net tangible assets ~~and intangible assets~~ relating to the ~~acquisitions,~~acquisition of CHX Holdings, Inc., or CHX, with a corresponding adjustment to goodwill. Amortization of other intangible assets in the table above includes an impairment charge of $4 million recorded during the three months ended June 30, 2018 on the remaining value of exchange registration intangible assets in connection with the July 2018 closure of ICE Futures Canada and ICE Clear Canada (Note 10). We did not recognize any other impairment losses on goodwill or other intangible assets during the six months and three months ended June 30, 2018 and 2017.


6.	Deferred Revenue

Our contract liabilities, or deferred revenue, represent consideration received that is yet to be recognized as revenue. Total deferred revenue was ~~$464~~$565 million as of ~~June 30, 2018,~~March 31, 2019, including ~~$372~~$479 million in current deferred revenue and ~~$92~~$86 million in non-current deferred revenue. The changes in our deferred revenue during the ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 are as follows (in millions)~~, adjusted to reflect the adoption of ASC 606 as discussed in Note 2:~~:


	Annual Listings Revenues			Original Listings Revenues			Other Listings Revenues			Data Services and Other Revenues			Total			Annual Listings Revenues			Original Listings Revenues			Other Listings Revenues			Data Services and Other Revenues			Total
Deferred revenue balance at December 31, 2017	$	—		$	25		$	98		$	93		$	216
Deferred revenue balance at December 31, 2018																$	—		$	25		$	100		$	92		$	217
Additions	383			13			26			230			652			382			3			20			139			544
Amortization	(191		)	(12		)	(17		)	(184		)	(404		)	(96		)	(6		)	(9		)	(85		)	(196		)
Deferred revenue balance at June 30, 2018	$	192		$	26		$	107		$	139		$	464
Deferred revenue balance at March 31, 2019																$	286		$	22		$	111		$	146		$	565

The changes in our deferred revenue during the ~~six~~three months ended ~~June 30, 2017~~March 31, 2018 are as follows (in millions)~~, adjusted to reflect the adoption of ASC 606 as discussed in Note 2:~~:

Annual Listings Revenues Original Listings Revenues Other Listings Revenues Data Services and Other Revenues Total
Deferred revenue balance at December 31, 2016 $ —
$ 23
$ 83
$ 88
$ 194
Additions 366
11
39
232
648
Amortization (184 ) (11 ) (21 ) (186 ) (402 )
Divestitures —
—
—
(10 ) (10 )
Deferred revenue balance at June 30, 2017 $ 182
$ 23
$ 101
$ 124
$ 430



	Annual Listings Revenues			Original Listings Revenues			Other Listings Revenues			Data Services and Other Revenues			Total
Deferred revenue balance at December 31, 2017	$	—		$	25		$	98		$	93		$	216
Additions	380			7			15			147			549
Amortization	(95		)	(6		)	(8		)	(96		)	(205		)
Deferred revenue balance at March 31, 2018	$	285		$	26		$	105		$	144		$	560

~~Adjustments for divestitures~~Included in the ~~table above resulted from our June 2017 divestiture of NYSE Governance Services and our~~amortization recognized during the three months ended March ~~2017 divestiture of Interactive Data Managed Solutions, or IDMS, as well as our classification of Trayport~~31, 2019 is $45 million related to the deferred revenue balance as ~~held for sale during the six months ended June 30, 2017.~~of January 1, 2019. Included in the amortization recognized for the ~~six~~three months ended ~~June 30,~~March 31, 2018 ~~$77~~is $49 million ~~relates~~related to the deferred revenue balance as of January 1, 2018. ~~Included in~~As of March 31, 2019, the ~~amortization recognized for the six months ended June 30, 2017, $79 million relates to the~~remaining deferred revenue balance ~~as of January 1, 2017. As of~~

~~June 30, 2018, we estimate that our deferred~~for original listings revenue, other listings revenue and data services and other revenues will be recognized over the period of time we satisfy our performance obligations as described in ~~the following years (in millions):~~

Note 4.

Annual Listings Revenues Original Listing Revenues Other Listing Revenues Data Services and Other Revenues Total
Remainder of 2018 $ 192
$ 13
$ 10
$ 115
$ 330
2019 —
12
34
20
66
2020 —
1
27
2
30
2021 —
—
19
2
21
2022 —
—
13
—
13
Thereafter —
—
4
—
4
Total $ 192
$ 26
$ 107
$ 139
$ 464


7.	Debt

Our total debt, including short-term and long-term debt, consisted of the following as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017~~2018 (in millions):


	As of June 30, 2018		As of December 31, 2017		As of March 31, 2019		As of December 31, 2018
Debt:
Short-term debt:
Commercial Paper	$	2,045	$	1,233	$	1,005	$	951
2018 Senior Notes (2.50% senior unsecured notes due October 15, 2018)	600		600
Total short-term debt	2,645		1,833		1,005		951
Long-term debt:
2020 Senior Notes (2.75% senior unsecured notes due December 1, 2020)	1,245		1,244		1,247		1,246
2022 Senior Notes (2.35% senior unsecured notes due September 15, 2022)	496		495		496		496
2023 Senior Notes (3.45% senior unsecured notes due September 21, 2023)					397		397
2023 Senior Notes (4.00% senior unsecured notes due October 15, 2023)	792		791		793		793
2025 Senior Notes (3.75% senior unsecured notes due December 1, 2025)	1,243		1,242		1,243		1,243
2027 Senior Notes (3.10% senior unsecured notes due September 15, 2027)	495		495		496		496
2028 Senior Notes (3.75% senior unsecured notes due September 21, 2028)					592		591
2048 Senior Notes (4.25% senior unsecured notes due September 21, 2048)					1,228		1,228
Total long-term debt	4,271		4,267		6,492		6,490
Total debt	$	6,916	$	6,100	$	7,497	$	7,441

Credit Facility

We have a $3.4 billion senior unsecured revolving credit facility, or the Credit Facility, with a maturity date of August 18, 2022, pursuant to a credit agreement with Wells Fargo Bank, N.A., as primary administrative agent, issuing lender and swing-line lender, Bank of America, N.A., as syndication agent, backup administrative agent and swing-line lender, and the lenders party thereto.9, 2023. The Credit Facility includes an option for us to propose an increase in the aggregate amount available for borrowing by up to $975 million, subject to the consent of the lenders funding the increase and certain other conditions. No amounts were outstanding under the Credit Facility as of ~~June 30, 2018.~~ March 31, 2019.

As of ~~June 30, 2018,~~March 31, 2019, of the $3.4 billion that is currently available for borrowing under the Credit Facility, ~~$2.0~~$1.0 billion is required to back-stop the amount outstanding under our Commercial Paper Program and $105 million is required to support certain broker-dealer subsidiary commitments.

The amount required to back-stop the amounts outstanding under the Commercial Paper Program will fluctuate as we increase or decrease our commercial paper borrowings. The remaining ~~$1.3~~$2.3 billion ~~available under the Credit Facility as of June 30, 2018~~ is available ~~to us to use~~ for working capital and general corporate purposes including, but not limited to, acting as a back-stop to future increases in the amounts outstanding under the Commercial Paper Program.

Commercial Paper Program

We have ~~entered into~~ a U.S. dollar commercial paper program, or the Commercial Paper Program. ~~Our Commercial Paper Program~~It is currently backed by the borrowing capacity available under the Credit Facility, ~~equal to the amount of the commercial paper that is issued and outstanding at any given point in time.~~as described above. The effective interest rate of commercial paper issuances does not materially differ from short-term interest rates (such as USD LIBOR)~~. The fluctuation of these rates~~ which fluctuate due to market conditions and as a result may impact our interest expense. During the ~~six~~three months ended ~~June 30, 2018,~~March 31, 2019, we ~~used~~had net ~~proceeds~~issuances of ~~$812~~$54 million ~~from notes issued~~

under ~~our~~the Commercial Paper Program, ~~primarily to finance~~ the ~~acquisition~~proceeds of ~~BondPoint, to purchase an additional 5.1% stake in Euroclear, and~~which were used for general corporate purposes.

Commercial paper notes of ~~$2.0~~$1.0 billion with original maturities ranging from ~~two~~one to 7288 days were outstanding as of ~~June 30, 2018 under our Commercial Paper Program. As of June 30, 2018, the weighted average interest rate on the $2.0 billion outstanding~~March 31, 2019 under our Commercial Paper Program, ~~was 2.06%~~with a weighted average interest rate of 2.54% per annum ~~with~~and a weighted average maturity of ~~eighteen~~22 days.

~~2018 Senior Notes~~

We have $600 million of senior notes due in October 2018 and we currently plan to fund the redemption of these notes with the issuance of new senior term notes. However, if we are unable to issue new senior term notes or to do so on favorable terms, then we would fund the redemption of the notes under the Commercial Paper Program or with the unused amount available under the Credit Facility or with cash flows from operations, or a combination of these sources.


8.	~~Equity~~Share-Based Compensation

We currently sponsor employee and director stock option, ~~and~~ restricted stock and employee stock purchase plans. Stock options and restricted stock are granted at the discretion of the Compensation Committee of ~~the~~our Board of ~~Directors. All stock options and restricted stock awards are granted at an exercise price equal to the~~Directors based on estimated fair value ~~of the common stock on the date of grant. The grant date fair value is based on the closing stock price~~ on the date of grant. The fair value of the stock options and restricted stock on the date of grant is recognized as expense over the vesting period, net of forfeitures. The non-cash compensation expenses recognized in our consolidated statements of income for stock options, ~~and~~ restricted stock and under our employee stock purchase plan were ~~$61 million and $68~~$29 million for ~~the six months ended June 30, 2018 and 2017, respectively, and $32 million and $34 million for~~both the three months ended ~~June 30, 2018~~March 31, 2019 and ~~2017, respectively.~~2018.

Stock Option Plans

The following is a summary of stock option activity for the ~~six~~three months ended ~~June 30, 2018:~~March 31, 2019:


	Number of Options		Weighted Average Exercise Price per Option		Number of Options (in thousands)		Weighted Average Exercise Price per Option
Outstanding at December 31, 2017	4,013,388		$	41.13
Outstanding at December 31, 2018					3,610		$	46.44
Granted	522,881		67.00		493		76.16
Exercised	(432,087	)	28.69		(172	)	29.07
Outstanding at June 30, 2018	4,104,182		45.73
Outstanding at March 31, 2019					3,931		50.93

Details of stock options outstanding as of ~~June 30, 2018~~March 31, 2019 are as follows:


	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value (In millions)		Number of Options (in thousands)	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value (In millions)
Vested or expected to vest	4,104,182	$	45.73	6.8	$	114	3,931	$	50.93	6.6	$	99
Exercisable	2,953,324	$	39.86	6.0	$	100	2,848	$	43.98	5.7	$	92

The total intrinsic value of stock options exercised was ~~$19~~$8 million and ~~$7 million for the six months ended June 30, 2018 and 2017, respectively, and $10 million and $4~~$9 million for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively. As of ~~June 30, 2018,~~March 31, 2019, there were ~~$12~~$7 million in total unrecognized compensation costs related to stock options. These costs are expected to be recognized over a weighted average period of ~~1.9~~2.1 years as the stock options vest.

We use the Black-Scholes option pricing model ~~for purposes of valuing~~to value our stock option awards. During the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ we used the weighted-average assumptions in the table below to compute the value of all options for shares of common stock granted to employees:


	Six Months Ended June 30,						Three Months Ended March 31,
Assumptions:	2018			2017			2019			2018
Risk-free interest rate	2.66		%	1.84		%	2.49		%	2.66		%
Expected life in years	6.0			5.0			5.9			6.0
Expected volatility	20		%	21		%	20		%	20		%
Expected dividend yield	1.43		%	1.40		%	1.44		%	1.43		%
Estimated weighted-average fair value of options granted per share	$	13.98		$	10.50		$	15.45		$	13.98

The risk-free interest rate is based on the zero-coupon U.S. Treasury yield curve in effect at the ~~time~~date of grant. The expected life ~~computation~~ is derived from historical ~~exercise patterns~~ and anticipated future exercise patterns. Expected ~~volatilities are~~volatility is based on historical volatility data of our stock.

Restricted Stock Plans

Our restricted shares have vesting conditions based on company performance linked to both short-term and long-term stockholder return as well as retention objectives. The grant date fair value of our restricted stock awards is based on the closing stock price on the date of grant.

In February ~~2018,~~2019, we reserved a maximum of ~~1,303,151~~1.1 million restricted shares for potential issuance as performance-based restricted shares to certain of our employees. The number of shares that will ultimately be granted under this award will be based on our actual financial performance as compared to financial performance targets set by our Board of Directors and the Compensation Committee of the Board of Directors for the year ending December 31, ~~2018,~~2019, as well as our ~~2018~~2019 total stockholder return, or TSR, as compared to that of the S&P 500 Index. The maximum compensation expense to be recognized under these performance-based restricted shares is ~~$84~~$82 million if the maximum financial performance target is met and all ~~1,303,151~~1.1 million shares vest. The compensation expense to be recognized under these performance-based restricted shares will be ~~$42~~$41 million if the target financial performance is met, which would result in ~~651,576~~0.6 million shares vesting. We recognize expense on an accelerated basis over the three-year vesting period based on our quarterly assessment of the probable ~~2018~~2019 actual financial performance as compared to the ~~2018~~2019 financial performance targets. As of ~~June 30, 2018,~~March 31, 2019, we determined that it is probable that the financial performance level will be at target for ~~2018.~~2019. Based on this assessment, we recorded non-cash compensation expense of ~~$11 million and $7~~$3 million for the ~~six months and~~ three months ended ~~June 30, 2018, respectively,~~March 31, 2019 related to these shares and the remaining ~~$31~~$38 million in non-cash compensation expense will be recorded on an accelerated basis over the remaining vesting period, including ~~$12~~$19 million of which will be recorded over the remainder of ~~2018.~~2019.

The following is a summary of the non-vested restricted share activity for the ~~six~~three months ended ~~June 30, 2018:~~March 31, 2019:


	Number of Restricted Stock Shares	Weighted Average Grant-Date Fair Value per Share		Number of Restricted Stock Shares (in thousands)	Weighted Average Grant-Date Fair Value per Share
Non-vested at December 31, 2017	5,748,408	$	52.78
Non-vested at December 31, 2018				4,470	$	60.56
Granted	1,829,220	67.47		1,569	76.19
Vested	(2,673,199)	49.86		(1,991)	57.14
Forfeited	(246,640)	57.59		(73)	64.06
Non-vested at June 30, 2018	4,657,789	59.97
Non-vested at March 31, 2019				3,975	68.38

~~Restricted stock~~The shares granted ~~in the table above~~ include ~~both~~0.9 million time-based and ~~performance-based grants.~~the remainder are performance-based. Performance-based restricted shares have been presented to reflect the actual shares to be issued based on the achievement of past performance ~~targets.~~targets, also considering the impact of any market conditions. Non-vested performance-based restricted shares granted are presented in the table above at the target number of restricted shares that would vest if the performance targets are met. As of ~~June 30, 2018,~~March 31, 2019, there were ~~$181~~$188 million in total unrecognized compensation costs related to ~~the~~ time-based ~~restricted stock~~ and ~~the~~ performance-based restricted stock. These costs are expected to be recognized over a weighted-average period of ~~1.6~~1.8 years as the restricted stock vests. These unrecognized compensation costs assume that a target performance level will be met on the performance-based restricted shares granted in February ~~2018.~~2019. During the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ the total fair value of restricted stock vested under all restricted stock plans was ~~$195~~$149 million and ~~$203~~$182 million, respectively.

~~Employee Stock Purchase~~Bakkt Incentive Units

We own a majority of Bakkt Holdings, LLC, or Bakkt, and consolidate its operations. In February 2019, our Board approved the adoption of the Bakkt Equity Incentive Plan

~~In May 2018, our stockholders approved our Employee Stock Purchase Plan, or ESPP, under which we have reserved~~ to issue various Bakkt equity unit awards. Under this plan, on February 28, 2019, Bakkt issued 86 million, 4 million and ~~may sell up~~1 million of its preferred, common and phantom incentive units, respectively, to ~~25,000,000 shares~~certain employees and a member of ~~our common stock to employees.~~its Board. The ~~ESPP grants employees~~issued units are unvested at the ~~right to acquire our stock in increments of 1% of eligible pay, with a maximum contribution of 25% of eligible pay,~~issuance date, are subject to ~~applicable annual Internal Revenue Service limitations. Under~~the vesting terms in the award agreements and upon vesting are converted into Bakkt equity or cash. With the assistance of third-party valuation experts and based on our ~~ESPP, employees are limited to $25,000~~assumptions as of ~~common stock annually, or 1,250 shares~~the issuance date, we estimate that approximately $41 million of ~~common stock each offering period. There~~compensation expense will be ~~two offering periods each year, which will run from January 1~~^st ~~(or the first trading day thereafter) through June 30~~^th ~~(or the first trading day prior to such date) and from July 1~~^st ~~(or the first trading day thereafter) through December 31~~^st ~~(or the first trading day prior to such date). The first offering~~recognized over an eight-year period ~~began on July 2, 2018 and will run through December 31, 2018. The purchase price per share of common stock will be 85% of the lesser of the fair market value of the stock on the first or the~~associated with these awards.

last trading day of each offering period. Beginning in the third quarter of 2018, we will record compensation expense over the offering period related to the 15% discount that is given to our employees.


9.	Equity

Stock Repurchase Program

In September ~~2017,~~2018, our Board of Directors approved an aggregate of ~~$1.2~~$2.0 billion for ~~future~~ repurchases of our common stock with no fixed expiration date that became effective on January 1, ~~2018.~~2019. During the ~~six~~three months ended ~~June 30, 2018,~~March 31, 2019, we repurchased ~~10,403,246~~4.6 million shares of our outstanding common stock at a cost of ~~$759~~$340 million ~~excluding shares withheld upon vesting of equity awards. The shares repurchased are held in treasury stock and were completed on the open market and~~ under our Rule 10b5-1 trading ~~plan. The timing~~plan and ~~extent~~1.3 million shares at a cost of future repurchases, if any, will depend upon many conditions. Our management periodically reviews whether to be active in repurchasing our stock. In making a determination regarding any stock repurchases, we consider multiple factors. The factors may include: overall stock market conditions, our common stock price movements,$100 million on the remaining amount authorized for repurchases by our Board of Directors, the potential impact of a stock repurchase program on our corporate debt ratings, our expected free cash flow and working capital needs, our current and future planned strategic growth initiatives, and other potential uses of our cash and capital resources.

open market. As of ~~June 30, 2018,~~March 31, 2019, up to ~~$441 million~~$1.6 billion remains from the board authorization for repurchases of our common stock. We expect ~~funding for any stock~~to fund repurchases ~~to come~~ from our operating cash flow or borrowings under our debt facilities or our Commercial Paper Program. Repurchases may be made from time to time on the open market, through established trading plans, in privately-negotiated transactions or otherwise, in accordance with all applicable securities laws, rules and regulations. We have entered into a Rule 10b5-1 trading plan, as authorized by our Board, ~~of Directors,~~ to govern some ~~or all~~ of the repurchases of our shares of common stock. We may discontinue the stock repurchases at any time and may amend or terminate the Rule 10b5-1 trading plan at any time. The approval of our Board ~~of Directors~~ for the share repurchases does not obligate us to acquire any particular amount of our common stock. In addition, our Board of Directors may increase or decrease the amount available for repurchases from time to time.

Dividends

During the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018, we declared and ~~2017, we~~ paid cash dividends per share of ~~$0.48~~$0.275 and ~~$0.40,~~$0.24, respectively, for an aggregate payout of ~~$279~~$157 million and ~~$239~~$140 million, respectively. The declaration of dividends is subject to the discretion of our Board, ~~of Directors,~~ and may be affected by various factors, including our future earnings, financial condition, capital requirements, levels of indebtedness, credit ratings and other considerations which our Board of Directors deem relevant. Our Board ~~of Directors~~ has adopted a quarterly dividend declaration policy providing that the declaration of any dividends will be determined quarterly by the Board ~~of Directors~~ or ~~the~~its Audit Committee, ~~of the Board of Directors~~ taking into account such factors as our evolving business model, prevailing business conditions and our financial results and capital requirements, without a predetermined annual net income payout ratio.

Accumulated Other Comprehensive Income (Loss)

The following tables present changes in the accumulated balances for each component of other comprehensive income (loss):



	Changes in Accumulated Other Comprehensive Income (Loss) by Component
	Foreign currency translation adjustments			Comprehensive income from equity method investment			Employee benefit plans adjustments			Total
	Foreign currency translation adjustments			Comprehensive income from equity method investment			Employee benefit plans adjustments			Total
Balance, as of December 31, 2018	$	(227	)	$	2		$	(90	)	$	(315	)
Other comprehensive income (loss)	26			(1		)	—			25
Income tax benefit (expense)	—			—			—			—
Net current period other comprehensive income (loss)	26			(1		)	—			25
Balance, as of March 31, 2019	$	(201	)	$	1		$	(90	)	$	(290	)



	Changes in Accumulated Other Comprehensive Income (Loss) by Component
	Foreign currency translation adjustments			Comprehensive income from equity method investment		Employee benefit plans adjustments			Total
	Foreign currency translation adjustments			Comprehensive income from equity method investment		Employee benefit plans adjustments			Total
Balance, as of December 31, 2017	$	(136	)	$	2	$	(89	)	$	(223	)
Other comprehensive income	34			—		—			34
Income tax benefit (expense)	(1		)	—		—			(1		)
Net current period other comprehensive income	33			—		—			33
Balance, as of March 31, 2018	$	(103	)	$	2	$	(89	)	$	(190	)


9.	~~Income Taxes~~

10.Income Taxes

Our effective tax rate was ~~24%~~21% and ~~27% for the six months ended June 30, 2018 and 2017, respectively, and 24% and 25%~~23% for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively. The effective tax ~~rates~~rate for the ~~six months and~~ three months ended ~~June 30, 2018 are~~March 31, 2019 was lower than the effective tax ~~rates~~rate for the comparable ~~periods~~period in ~~2017~~2018 primarily due to ~~the enactment of the TCJA on December 22, 2017, which~~ reduced ~~the U.S. federal corporate income tax rate from 35% to 21%, effective January 1, 2018 (Note 2). That benefit is partially offset by additional~~ U.S. federal and state income taxes on ~~a portion of~~ our non-U.S. income ~~due to~~under certain international tax provisions enacted as part of the Tax Cuts and Jobs Act, or TCJA, ~~as well as~~and deferred tax benefits ~~associated with a divestiture in the comparable periods in 2017.~~

~~We recorded our income tax provision based on the TCJA as enacted as of June 30, 2018. We have also made reasonable estimates of the TCJA’s impact on~~related to state apportionment changes. The reduced U.S. federal and state income ~~tax. Our estimates~~taxes are ~~based on the best available information as~~a result of ~~June 30, 2018~~clarifications provided by subsequent federal and ~~our interpretation of the TCJA and related~~ state ~~tax implications, as currently enacted. Our estimates do not include any potential federal~~legislative or ~~state~~ administrative ~~and/or legislative adjustments~~guidance to ~~certain~~those international provisions of the TCJA and related state provisions.

~~SAB 118 provides guidance~~

11.Clearing Operations

We operate six clearing houses, each of which acts as a central counterparty that becomes the buyer to every seller and the seller to every buyer for ~~companies that have not completed their accounting~~its clearing members. Through this central counterparty function, the clearing houses provide financial security for ~~income tax effects~~each transaction for the duration of the TCJA, in the period of enactment, allowing for a measurement period of up to one year after the enactment date to finalize the recording of the related tax impacts. As of June 30, 2018, we have not completed our accounting for the tax effects of the enactment of the TJCA. We will continue to analyze the TCJA in order to finalize its enactment-date effects within the measurement period (Note 2).position by limiting counterparty credit risk.

As of June 30, 2018, we have not adopted an accounting policy regarding the treatment of taxes due on future inclusion of non-U.S. income in U.S. taxable income under the Global Intangible Low-Taxed Income provisions. Therefore, no deferred tax related to these provisions has been recorded as of June 30, 2018. We will continue our analysis and will make an election within the measurement period as provided for under SAB 118.


~~10.~~	~~Clearing Organizations~~

~~We operate regulated central counterparty~~Our clearing houses are responsible for ~~the settlement~~providing clearing services to each of our futures exchanges, and ~~clearance~~in some cases outside of ~~derivative contracts. The clearing houses include ICE Clear Europe, ICE Clear Credit, ICE Clear U.S., ICE Clear Canada (which ceased operations in July 2018~~our execution venues, and are as ~~discussed below), ICE Clear Netherlands, ICE Clear Singapore and ICE NGX (referred~~follows, referred to herein collectively as ~~the “ICE~~"the ICE Clearing ~~Houses”).~~Houses":

ICE Clear Europe performs the clearing and settlement for all futures and options contracts traded through ICE Futures Europe and ICE Endex, for energy futures and options contracts trading through ICE Futures U.S., and for CDS contracts submitted for clearing in Europe.

ICE Portion of Guaranty Fund Contribution

(in millions)

Clearing House

Products Cleared

Exchange where Executed

Location

As of
March 31, 2019

As of
December 31, 2018

ICE Clear Europe

Energy, agricultural, interest rates and equity index futures and options contracts and OTC European CDS instruments

ICE Futures Europe, ICE Futures U.S., ICE Endex and third-party venues

U.K.

$233

$206

ICE Clear US

Agricultural, metals, FX and equity index futures and options contracts

ICE Futures U.S.

U.S.

ICE Clear Credit

North American, European, Asian-Pacific and Emerging Market CDS instruments

Creditex and third-party venues

U.S.

ICE Clear Netherlands

Derivatives on equities and equity indices traded on regulated markets

ICE Endex

The Netherlands

ICE Clear Singapore

Energy, metals and financial futures products

ICE Futures Singapore

Singapore

ICE NGX

Physical North American natural gas, electricity and oil futures

ICE NGX

Canada

N/A

Total

$354

$320

~~ICE Clear Credit performs the clearing and settlement for CDS contracts submitted for clearing in North America.~~

~~ICE Clear U.S. performs the clearing and settlement~~As of ~~agricultural, metals, currencies and financial futures and options contracts traded through ICE Futures U.S.~~

ICE Clear Canada performed the clearing and settlement for all futures and options contracts traded through ICE Futures Canada until July 30, 2018, when we transitioned the trading and clearing of our canola contracts from ICE Futures Canada and ICE Clear Canada to ICE Futures U.S. and ICE Clear U.S., respectively. After the transition, ICE Futures Canada and ICE Clear Canada ceased operations.

~~ICE Clear Netherlands has received regulatory approval to offer clearing of Dutch equity options traded through ICE Endex.~~

~~ICE Clear Singapore performs the clearing and settlement for all futures and options contracts traded through ICE Futures Singapore.~~

March 31, 2019, ICE NGX ~~performs clearing~~maintains a guaranty fund utilizing a $100 million letter of credit and ~~settlement for physical North American natural gas, electricity and oil markets.~~a default insurance policy discussed below.

Original & Variation Margin

Each of the ICE Clearing Houses ~~requires~~generally require all clearing members or participants to ~~maintain~~deposit collateral in cash ~~on deposit~~ or ~~pledge~~ certain assets, which may include government obligations, non-government obligations, letters of credit or gold to guaranty performance of the clearing members’ or participants’ open positions. Such amounts in totalpledged assets. The collateral deposits are known as “original margin.” ~~The~~In addition, the ICE Clearing Houses may make intraday original margin calls in circumstances where market conditions require additional protection. The daily profits and losses ~~from~~to and tofrom the ICE Clearing Houses due to the marking-to-market of open contracts ~~are~~is known as “variation margin.” With the exception of ICE NGX’s physical natural gas and physical power products discussed separately below, the ICE Clearing Houses mark all outstanding contracts to market, and therefore pay and collect variation margin, at least once ~~daily,~~daily.

The amounts that the clearing members and participants are required to maintain are determined by proprietary risk models established by each ICE Clearing House and reviewed by the relevant regulators, independent model validators, risk committees and the boards of directors of the respective ICE Clearing House. The amounts required may fluctuate over time. Each of the ICE Clearing Houses is a separate legal entity and is not subject to the liabilities of the others, or the obligations of the members of the other ICE Clearing Houses.

Should a particular clearing member or participant fail to deposit its original margin or fail to make a variation margin payment, when and as required, the relevant ICE Clearing House may liquidate or hedge its open positions and use their original margin and guaranty fund deposits to pay any amount owed. In the event that the defaulting clearing member's deposits are not sufficient to pay the amount owed in full, the ICE Clearing Houses will first use their respective contributions to the guaranty fund, often referred to as Skin In The Game, or SITG, to pay any remaining amount owed. In the event that the SITG is not sufficient, the ICE Clearing Houses may utilize the respective guaranty fund deposits, or collect additional funds from their respective non-defaulting clearing members on a pro-rata basis, to pay any remaining amount owed.

As of March 31, 2019 and December 31, 2018, the ICE Clearing Houses have received or have been pledged $125.9 billion and $121.4 billion, respectively, in cash and non-cash collateral in original margin and guaranty fund deposits to cover price movements of underlying contracts for both periods.

Guaranty Funds & ICE Contribution

As described above, mechanisms have been created, called guaranty funds, to provide partial protection in the event of a clearing member default. With the exception of ICE NGX, each of the ICE Clearing Houses require that each clearing member make deposits into a guaranty fund.

In addition, we have contributed our own capital which could be used if a defaulting clearing member’s original margin and guaranty fund deposits are insufficient. Such amounts are recorded as long-term restricted cash and cash equivalents in our balance sheets and included in the table above.

In January 2019, we increased our contribution to ICE Clear Europe’s guaranty fund by $27 million and in ~~some cases multiple times throughout~~March 2019, we increased our ICE Clear US guaranty fund contribution by $7 million.

Cash and Cash Equivalent Deposits

We have recorded cash and cash equivalent margin deposits and amounts due in our balance sheets as current assets with corresponding current liabilities to the ~~day.~~clearing members. As of March 31, 2019, our cash and cash equivalent margin deposits are as follows (in millions):



	ICE Clear Europe ⁽¹⁾		ICE Clear Credit		ICE Clear US		ICE NGX		Other ICE Clearing Houses		Total
Original margin	$	27,787	$	21,487	$	7,400	$	—	$	4	$	56,678
Unsettled variation margin, net	—		—		—		290		—		290
Guaranty fund	4,123		2,335		458		—		6		6,922
Delivery contracts receivable/payable, net	—		—		—		674		—		674
Total	$	31,910	$	23,822	$	7,858	$	964	$	10	$	64,564

As of December 31, 2018, our cash and cash equivalent deposits, are as follows (in millions):



	ICE Clear Europe ⁽²⁾		ICE Clear Credit		ICE Clear US		ICE NGX		Other ICE Clearing Houses		Total
Original margin	$	27,597	$	22,770	$	6,260	$	—	$	3	$	56,630
Unsettled variation margin, net	—		—		—		417		—		417
Guaranty fund	3,267		2,456		460		—		5		6,188
Delivery contracts receivable/payable, net	—		—		—		720		—		720
Total	$	30,864	$	25,226	$	6,720	$	1,137	$	8	$	63,955

⁽¹⁾ $27.5 billion and $4.4 billion is related to futures/options and CDS, respectively.

⁽²⁾$25.8 billion and $5.1 billion is related to futures/options and CDS, respectively.

Our cash and cash equivalent margin and guaranty fund deposits are maintained in accounts with national banks and reputable financial institutions or secured through direct investments, primarily in U.S. Treasury securities with original maturities of less than three months, or reverse repurchase agreements with primarily overnight maturities. Details of our cash and cash equivalent deposits are as follows (in millions):



Clearing House	Investment Type	As of March 31, 2019		As of December 31, 2018
ICE Clear Europe	National Bank Account ⁽¹⁾	$	3,639	$	8,647
ICE Clear Europe	Reverse repo	24,515		18,097
ICE Clear Europe	Sovereign Debt	3,737		4,035
ICE Clear Europe	Demand deposits	19		85
ICE Clear Credit	National Bank Account ⁽²⁾	18,735		19,484
ICE Clear Credit	Reverse repo	2,189		1,935
ICE Clear Credit	Demand deposits	2,898		3,807
ICE Clear US	Reverse repo	5,269		4,380
ICE Clear US	U.S. Treasuries	2,589		2,340
Other ICE Clearing Houses	Demand deposits	10		8
ICE NGX	Unsettled Variation Margin and Delivery Contracts Receivable/Payable	964		1,137
Total		$	64,564	$	63,955

⁽¹⁾As of March 31, 2019, ICE Clear Europe held €2.7 billion ($3.0 billion based on the euro/U.S. dollar exchange rate of 1.1224 as of March 31, 2019) at De Nederlandsche Bank, or DNB, and £500 million ($652 million based on the pound sterling/U.S. dollar exchange rate of 1.3046 as of March 31, 2019) at the Bank of England, or BOE. As of December 31, 2018, ICE Clear Europe held €7.0 billion ($8.0 billion based on the euro/U.S. dollar exchange rate of 1.1466 as of December 31, 2018) at DNB and £500 million ($638 million based on the pound sterling/U.S. dollar exchange rate of 1.2756 as of December 31, 2018) at the BOE.

⁽²⁾ ICE Clear Credit is a systemically important financial market utility, or SIFMU, as designated by the Financial Stability Oversight Council, and holds its U.S. dollar cash margin in cash accounts at the Federal Reserve Bank of Chicago.

Other Deposits

In addition to the cash deposits above, the ICE Clearing Houses have also received other assets from clearing members, which include government obligations, and may include other non-cash collateral such as letters of credit or gold to mitigate credit risk. For certain deposits, we may impose discount or “haircut” rates to ensure adequate collateral if market values fluctuate. The value-related risks and rewards of these assets remain with the clearing members. Any gain or loss accrues to the clearing member. The ICE ~~NGX’s physical natural gas~~Clearing Houses do not rehypothecate or re-pledge these assets. These pledged assets are not reflected in our balance sheets, and ~~power products,~~are as follows:



	As of March 31, 2019
	ICE Clear Europe		ICE Clear Credit		ICE Clear US		ICE NGX		Total
Original margin:
Government securities at face value	$	31,479	$	14,231	$	11,561	$	—	$	57,271
Letters of credit	—		—		—		2,486		2,486
ICE NGX cash deposits	—		—		—		482		482
Total	$	31,479	$	14,231	$	11,561	$	2,968	$	60,239
Guaranty fund:
Government securities at face value	$	557	$	279	$	275	$	—	$	1,111



	As of December 31, 2018
	ICE Clear Europe		ICE Clear Credit		ICE Clear US		ICE NGX		Total
Original margin:
Government securities at face value	$	29,887	$	12,990	$	10,208	$	—	$	53,085
Letters of credit	—		—		—		2,556		2,556
ICE NGX cash deposits	—		—		—		605		605
Total	$	29,887	$	12,990	$	10,208	$	3,161	$	56,246
Guaranty fund:
Government securities at face value	$	654	$	256	$	264	$	—	$	1,174

ICE NGX

ICE NGX is the central counterparty to participants on opposite sides of its physically-settled contracts, and the balance related to delivered but unpaid contracts is recorded as a delivery contract net receivable, with an offsetting delivery contract net payable in our balance sheets. Unsettled variation margin equal to the fair value of open contracts is recorded as of each balance sheet date. ICE NGX marks all outstanding contracts to market daily, but only collects variation margin when a clearing member's or participant’s open position falls outside a specified percentage of its pledged collateral. Marking-to-market allows the ICE Clearing Houses to identify any clearing members or participants that may be unable to satisfy the financial obligations resulting from changes in the prices of their open contracts before those financial obligations become exceptionally large and jeopardize the ability of the ICE Clearing Houses to ensure financial performance of clearing members’ or participants’ open positions.

~~With the exception of~~ ICE NGX ~~each~~requires participants to maintain cash or letters of ~~the ICE Clearing Houses requires that each clearing member make deposits into a fund known~~credit to serve as a “guaranty fund,” which is maintained by the relevant ICE Clearing House. These amounts serve to secure the obligations of a clearing member to the ICE Clearing House to which it has made the guaranty fund deposit and may be used to cover losses sustained by the respective ICE Clearing Housecollateral in the event of a default of a clearing member. Because it is not our policy to guaranty credit facilities of our clearing houses which maintain contingent liquidity facilities secured by high quality liquid assets, we eliminated a $100 million guaranty that we had previously provideddefault. ICE NGX maintains the following accounts with a third-party Canadian chartered bank which are available in ~~February 2018.~~ the event of physical settlement shortfalls, subject to certain conditions:

As of ~~June 30, 2018,~~March 31, 2019, ICE NGX maintains a guaranty fund utilizing a $100 million letter of credit that has been entered into with a major Canadian chartered bank and backed by a default insurance policy underwritten by Export Development Corporation, or EDC, a Canadian government agency. In ~~the~~ event of a participant default, where a participant’s collateral becomes depleted, the remaining shortfall would be covered by a draw down on the letter of credit following which ICE NGX would pay the first $15 million in losses per its deductible and recover additional losses under the insurance policy of up to $100 million.

~~We have contributed cash of $150 million, $50 million and $50 million to the guaranty funds of~~

Clearing House Exposure

Each ICE ~~Clear Europe, ICE Clear Credit and ICE Clear U.S., respectively, as of June 30, 2018, and such amounts are at~~Clearing House bears financial counterparty credit risk and ~~could be used in~~provides a central counterparty guarantee, or performance guarantee, to its clearing members or participants. To reduce their exposure, the event of a clearing member default where the amount of the defaulting clearing member’s original margin and guaranty fund deposits are insufficient. We have also contributed $4 million in cash in total to the guaranty funds of ICE Clear Canada, ICE Clear Netherlands and ICE Clear Singapore. The $254 million combined contributions to the guaranty funds as of June 30, 2018 and December 31, 2017 are included in long-term restricted cash and cash equivalents in the accompanying consolidated balance sheets.

In addition, beginning in March 2018, certain of our exchanges are now required to make similar contributions to those made by the clearing houses to be utilized pro rata along with the clearing contributions in the event of clearing member default. The contribution is calculated per exchange based on average guaranty fund contributions, subject to a minimum contribution of $10

million for each exchange. As of June 30, 2018, ICE Futures Europe, ICE Futures U.S. and our ICE Endex exchanges have contributed a combined $67 million in cash to the guaranty funds of ICE Clear Europe and ICE Clear U.S. These contributions are also included in long-term restricted cash and cash equivalents in the accompanying consolidated balance sheet.

~~The~~ ICE Clearing Houses ~~seek to reduce their exposure through~~have a risk management program ~~that includes~~with both initial and ongoing ~~financial standards for clearing member and participant admission and continued~~ membership standards. Excluding the effects of original and variation ~~margin and collateral requirements, and mandatory deposits to the guaranty fund. The amounts that the clearing members and participants are required to maintain in the original~~ margin, guaranty fund and collateral accounts are determined by standardized parameters established by the risk management department of the respective ICE Clearing House and reviewed by the risk committees and the boards of directors of each ofrequirements, the ICE Clearing ~~Houses and may fluctuate over time. As of June 30, 2018 and December 31, 2017, the ICE Clearing Houses have received or have been pledged $102.2~~Houses’ maximum estimated exposure for this guarantee is $104.6 billion and $92.6 billion, respectively, in cash and non-cash collateral in original margin and guaranty fund deposits to cover price movements of underlying contracts for both periods. With the exception of ICE NGX, the ICE Clearing Houses also have the ability to collect additional funds from their clearing members to cover a defaulting member’s remaining obligations up to the limits established under the respective rules of each ICE Clearing House.

Should a particular clearing member or participant fail to deposit original margin, provide collateral, or fail to make a variation margin payment, when and as required, the relevant ICE Clearing House may liquidate or hedge the clearing member’s or participant’s open positions and use their original margin and guaranty fund deposits to make up any amount owed. In the event that those deposits are not sufficient to pay the amount owed in full, the ICE Clearing Houses may utilize the respective guaranty fund deposits of their respective clearing members on a pro-rata basis for that purpose.

ICE NGX administers the physical delivery of energy trading contracts. It has an equal and offsetting claim to and from the respective participants on opposite sides of the physically settled contract. The balance related to delivered but unpaid contracts is reflected as a delivery contract net receivable with an offsetting delivery contract net payable in the accompanying consolidated balance sheets. ICE NGX also records unsettled variation margin equal to the fair value of open energy trading contracts as of March 31, 2019, which represents the ~~balance sheet date. Fair~~maximum estimated value is determined based on the difference between the trade price when the contract was entered into and the settlement price and is considered a Level 2 fair value measurement. There is no impact to the consolidated statements of income for either delivery contracts receivable/payable and unsettled variation margin, as an equivalent amount is recognized in both the assets and liabilities.

As of June 30, 2018, our cash and cash equivalents margin deposits, unsettled variation margin, guaranty fund and delivery contracts receivable/payable, net, are as follows for the ICE Clearing Houses (in millions):

ICE Clear
Europe
ICE Clear
Credit ICE Clear U.S. ICE NGX Other ICE Clearing Houses Total
Original margin $ 22,193
$ 19,655
$ 6,148
$ —
$ 93
$ 48,089
Unsettled variation margin, net —
—
—
90
—
90
Guaranty fund 3,565
2,300
473
—
21
6,359
Delivery contracts receivable/payable, net —
—
—
453
—
453
Total $ 25,758
$ 21,955
$ 6,621
$ 543
$ 114
$ 54,991

~~As of December 31, 2017, our cash margin deposits, unsettled variation margin, guaranty fund and delivery contracts receivable/payable, net, were as follows for the ICE Clearing Houses (in millions):~~

ICE Clear
Europe
ICE Clear
Credit ICE Clear U.S. ICE NGX Other ICE Clearing Houses Total
Original margin $ 19,792
$ 20,703
$ 3,898
$ —
$ 126
$ 44,519
Unsettled variation margin, net —
—
—
227
1
228
Guaranty fund 3,037
2,607
299
—
23
5,966
Delivery contracts receivable/payable, net —
—
—
509
—
509
Total $ 22,829
$ 23,310
$ 4,197
$ 736
$ 150
$ 51,222

We have recorded these cash and cash equivalent deposits and amounts due in the accompanying consolidated balance sheets as current assets with corresponding current liabilities to the clearing members of the relevant ICE Clearing House. All cash, securities and amounts due are available only to meet the financial obligations of that clearing member to the relevant ICE Clearing House. ICE Clear Europe, ICE Clear Credit, ICE Clear U.S., ICE Clear Canada, ICE Clear Netherlands, ICE NGX and ICE Clear Singapore are separate legal entities and are not subject to the liabilities of the other ICE Clearing Houses or the

obligations of the members of the other ICE Clearing Houses. The amount of these cash deposits may fluctuate due to the types of margin collateral choices available to clearing members and the change in the amount of deposits required. As a result, these assets and corresponding liabilities may vary significantly over time.

~~Of the cash held~~ by the ICE Clearing Houses as of ~~June 30, 2018, $33.0 billion is secured~~a hypothetical one-day movement in ~~reverse repurchase agreements with primarily overnight maturities or direct investment~~pricing of the underlying unsettled contracts. This value was determined using proprietary risk management software that simulates gains and losses based on historical market prices, volatility and other factors present at that point in ~~government securities. ICE Clear Credit, as a systemically important financial~~time for those particular unsettled contracts. Future actual market ~~utility, or SIFMU, as designated by the Financial Stability Oversight Council, or FSOC, held $17.1 billion of its U.S. dollar cash~~price volatility could result in the guaranty fund and in original margin in cash accounts at the Federal Reserve Bank of Chicago as of June 30, 2018. ICE Clear Europe maintains a Euro-denominated account at the De Nederlandsche Bank, or DNB, the central bank of the Netherlands, as well as a pounds sterling-denominated account at the Bank of England, or BOE, the central bank of the U.K. These accounts provide the flexibility for ICE Clear Europe to place Euro- and pounds sterling-denominated cash margin securely at national banks, in particular during periods when liquidity in the Euro and pounds sterling repo markets may temporarily become contracted. As of June 30, 2018, ICE Clear Europe held €686 million ($802 million based on the euro/U.S. dollar exchange rate of 1.1684 as of June 30, 2018) at DNB, and £500 million ($660 million based on the pound sterling/U.S. dollar exchange rate of 1.3208 as of June 30, 2018) at the BOE. The remaining cash deposits at the ICE Clearing Houses are held in demand deposit accounts at large, highly rated financial institutions and direct investments primarily in U.S. Treasury securities with original maturities of lessexposure being significantly different than three months, plus certain U.S. Treasury securities that extend beyond twelve months which we consider to be Level 1 securities. The carrying value of these securities with original maturities of less than three months approximates their fair value due to the short-term nature of the instruments and repurchase agreements.

In addition to the cash deposits for original margin and the guaranty fund, the ICE Clearing Houses have also received other assets from clearing members, which include government obligations, and may include other non-cash collateral such as certain agency and corporate debt, letters of credit or gold to mitigate credit risk. These assets are not reflected in the accompanying consolidated balance sheets as the risks and rewards of these assets remain with the clearing members unless the ICE Clearing Houses have sold or re-pledged the assets or in the event of a clearing member default, where the clearing member is no longer entitled to redeem the assets. Any income, gain or loss accrues to the clearing member. For certain non-cash deposits, the ICE Clearing Houses may impose discount or “haircut” rates to ensure adequate collateral levels to account for fluctuations in the market value of these deposits.

ICE NGX requires participants to maintain cash or letters of credit to serve as collateral in the event of a participant default. The cash is maintained in a segregated bank account that is subject to a collateral agreement between the bank and ICE NGX. Per the agreement, ICE NGX serves in the capacity of a trustee. The cash is held by ICE NGX in trust for and on behalf of the participant; however, the cash remains the property of the participant and may only be accessed by ICE NGX if there is evidence of default. The rules governing when the cash can be accessed by ICE NGX are listed in the Contracting Party Agreement, a standardized agreement signed by each participant that also allows for netting of positive and negative exposure. Since the cash is held in trust and remains the property of the participant, it is not included in the accompanying consolidated balance sheets.

As of June 30, 2018 and December 31, 2017, the assets pledged by the clearing members as original margin, which includes cash deposits held in trust at ICE NGX, and non-cash collateral guaranty fund deposits for each of the ICE Clearing Houses not included in the accompanying consolidated balance sheets are detailed below (in millions):

As of June 30, 2018

ICE Clear
Europe
ICE Clear
Credit ICE Clear U.S. ICE NGX Other ICE Clearing Houses
Original margin:
Government securities at face value $ 24,235
$ 11,568
$ 8,607
$ —
$ 25
Letters of credit —
—
—
1,610
—
ICE NGX cash deposits —
—
—
281
—
Total $ 24,235
$ 11,568
$ 8,607
$ 1,891
$ 25
Guaranty fund:
Government securities at face value $ 431
$ 169
$ 234
$ —
$ 3

As of December 31, 2017

ICE Clear
Europe
ICE Clear
Credit ICE Clear U.S. ICE NGX Other ICE Clearing Houses
Original margin:
Government securities at face value $ 23,496
$ 5,699
$ 9,581
$ —
$ 18
Letters of credit —
—
—
1,663
—
ICE NGX cash deposits —
—
—
233
—
Total $ 23,496
$ 5,699
$ 9,581
$ 1,896
$ 18
Guaranty fund:
Government securities at face value $ 323
$ 176
$ 169
$ —
$ 2
this amount.

~~11.~~12. Legal Proceedings

We are subject to legal proceedings, claims and investigations that arise in the ordinary course of our business. These include the matters described in Part I, Item 3 “Legal Proceedings” and Note 1415 to the consolidated financial statements in Part II, Item 8 of our ~~2017~~2018 Form 10-K. We establish accruals for those matters in circumstances when a loss contingency is considered probable and the related amount is reasonably estimable. Any such accruals may be adjusted as circumstances change. Assessments of losses are inherently subjective and involve unpredictable factors. We do not believe that the resolution of these legal matters, including the matters described below, will have a material adverse effect on our consolidated financial condition, results of operations, or liquidity. It is possible, however, that future results of operations for any particular quarterly or annual period could be materially and adversely affected by any developments relating to the legal proceedings, claims and investigations.

~~During~~LIBOR Litigation

On January 15, 2019 and January 31, 2019, two virtually identical purported class action complaints were filed by, respectively, Putnam Bank, a savings bank based in Putnam, Connecticut, and two municipal pension funds affiliated with the ~~year ended December 31, 2017, we recorded an aggregate~~City of ~~$14 million~~Livonia, Michigan in ~~expense accruals relating to SEC investigations~~the Southern District against ICE and ~~inquiries.~~several of its subsidiaries, including ICE Benchmark Administration Limited (“IBA”) (the “ICE Defendants”), as well as 18 multinational banks and various of their respective subsidiaries and affiliates (the “Panel Bank Defendants”). On March ~~6, 2018, NYSE~~4, 2019, a virtually identical complaint was filed on behalf of four retirement and benefit funds affiliated ~~exchanges reached a settlement~~ with the ~~SEC~~Hawaii Sheet Metal Workers Union. IBA is the administrator for various regulated benchmarks, including the ICE LIBOR benchmark that is calculated daily based upon the submissions from a reference panel (which includes the Panel Bank Defendants).

The plaintiffs seek to litigate on behalf of a purported class of all U.S.-based persons or entities who transacted with a Panel Bank Defendant by receiving a payment on an interest rate indexed to a LIBOR-benchmarked rate during the ~~various matters under investigation~~period February 1, 2014 to the present. The plaintiffs allege that the ICE Defendants and ~~agreed~~Panel Bank Defendants engaged in a conspiracy to ~~pay a $14 million civil monetary penalty, together~~set the LIBOR benchmark at artificially low levels, with ~~certain non-monetary relief. For further details about~~an alleged purpose and effect of depressing payments by the ~~settlement and underlying matters that were under investigation, please refer~~Panel Bank Defendants to Order Instituting Administrative and Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Sections 19(h)(1) and 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order~~, Administrative Proceeding File No. 3-18388 (In the Matter of New York Stock Exchange LLC, NYSE American LLC, and NYSE Arca, Inc.) entered into on March 6, 2018.~~

~~Our 2017 Form 10-K included a description~~members of the purported ~~class action lawsuit against two~~class.

The complaints assert claims for violations of ~~our subsidiary NYSE exchanges,~~the Sherman and Clayton Antitrust Acts and for unjust enrichment under common law, and seek unspecified treble damages and other ~~U.S. exchanges, by the City of Providence, Rhode Island and other plaintiffs. As reported in our 2017 Form 10-K, the defendant exchanges filed a petition for rehearing and/or rehearing~~ ~~en banc~~ of the U.S. Court of Appeals for the Second Circuit’s, or Second Circuit, December 2017 decision vacating the dismissal of this case, and on March 13, 2018, the Second Circuit denied our petition. On or before August 10, 2018, the defendant exchanges intendrelief. ICE intends to ~~file a petition in the U.S. Supreme Court seeking review of the Second Circuit’s December 2017 decision.~~vigorously defend these matters.

~~12.~~13. Fair Value Measurements

Fair value is the price that would be received from selling an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Our financial instruments consist primarily of ~~cash and cash equivalents,~~certain short-term and long-term ~~restricted cash~~assets and ~~cash equivalents, short-term investments,~~liabilities, customer accounts receivable, margin deposits and guaranty funds, equity investments, and short-term and long-term ~~debt and certain other short-term assets and liabilities.~~ debt.

The fair value of our financial instruments ~~are~~is measured based on a three-level hierarchy:

Level 1 inputs — quoted prices for identical assets or liabilities in active markets.

Level 2 inputs — observable inputs other than Level 1 inputs such as quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices that are directly observable.

Level 3 inputs — unobservable inputs supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

We use Level 1 inputs to determine fair value. The Level 1 assets consist of U.S. Treasury and other foreign government securities, and investments in publicly-traded mutual funds held for the purpose of providing future payments of the supplemental executive retirement and the supplemental executive savings plans.

Financial assets and liabilities recorded or disclosed at fair value in the accompanying consolidated balance sheets as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017~~2018 are classified in their entirety based on the lowest level of input that is significant to the asset or liability’s fair value measurement.

~~measurement. Financial instruments measured at fair value on a recurring basis as of June 30, 2018 and December 31, 2017 are as follows (in millions):~~

As of June 30, 2018 As of December 31, 2017
Level 1 Level 2 and 3 Total Level 1 Level 2 and 3 Total
Assets at fair value:
U.S. Treasury and other foreign government securities $ 944
$ —
$ 944
$ 734
$ —
$ 734
Mutual funds 15
—
15
16
—
16
Total assets at fair value $ 959
$ —
$ 959
$ 750
$ —
$ 750

As of June 30, 2018, we held $944 million in U.S. Treasury and other foreign government securities which are considered cash equivalents and for which the carrying amount approximates fair value. Of these securities, $677 million were recorded as short-term restricted cash and cash equivalents and $267 million were recorded as long-term restricted cash and cash equivalents in the accompanying consolidated balance sheet as of June 30, 2018.

~~Mutual~~Our mutual funds are equity and fixed income mutual funds held for the purpose of providing future payments for the supplemental executive savings plan and the supplemental executive retirement plan and are classified as equity ~~investments.~~

~~We did not use Level 2 or 3 inputs to determine the fair value of assets or liabilities~~investments and measured at fair value ~~on a recurring basis as of June 30, 2018 or December 31, 2017.~~ using Level 1 inputs with adjustments recorded in net income.

We measure certain assets, such as intangible assets, at fair value on a non-recurring basis. These assets are recognized at fair value if they are deemed to be impaired. As of June 30, 2018, except for the fair value adjustment related to our $4 million impairment of exchange registration intangible assets associated with the closure of ICE Futures Canada (Note 5), none of our intangible assets were required to be recorded at fair value since no other impairments were recorded. Our equity investments without a readily determinable fair value, including our investments in Euroclear and Coinbase, are onlyhold money market funds measured at fair value onusing Level 1 inputs with adjustments recorded in net income.

MERSCORP Holdings, Inc., or MERS, is part of our ICE Mortgage Services business and holds fixed income investments in order to satisfy the original terms of the governing documents of our June 2016 acquisition of a ~~non-recurring basis when a certain trigger event occurs~~majority equity position in ~~accordance with ASU 2016-01, as discussed in Notes 2 and 3. We did not have any~~MERS. These investments are measured at fair value ~~on a non-recurring basis as of June 30, 2018.~~

As of June 30, 2018, (i) the fair value of our $495 million 2027 Senior Notes was $470 million, (ii) the fair value of our $1.24 billion 2025 Senior Notes was $1.25 billion, (iii) the fair value of our $792 million 2023 Senior Notes was $812 million, (iv) the fair value of our $496 million 2022 Senior Notes was $480 million, (v) the fair value of our $1.25 billion 2020 Senior Notes was $1.24 billion, and (vi) the fair value of our $600 million 2018 Senior Notes was $599 million. The fair values of these fixed rate notes were estimated using ~~quoted market prices for these instruments. The fair value of our commercial paper approximates the carrying value since the rates of interest on this short-term debt approximate market rates as of~~ ~~June 30, 2018~~.Level 2 inputs with adjustments recorded in net income.

Excluding our equity investments without a readily determinable fair value, all other financial instruments are determined to approximate carrying value due to the short period of time to their maturities.

We did not use Level 3 inputs to determine the fair value of assets or liabilities measured at fair value on a recurring basis as of March 31, 2019 or December 31, 2018.

We measure certain assets, such as intangible assets, at fair value on a non-recurring basis. These assets are recognized at fair value if they are deemed to be impaired. As of March 31, 2019 and December 31, 2018, none of our intangible assets were required to be recorded at fair value since no impairments were recorded.

We measure certain equity investments at fair value on a non-recurring basis using our policy election under ASU No. 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. During the three months ended March 31, 2019, we evaluated a transaction involving one of these investments and concluded that no fair value adjustment was required under this election.

See Note 11 for the fair value considerations related to our margin deposits, guaranty funds and delivery contracts receivable.

The table below displays the fair value of our debt as of March 31, 2019. The fair values of our fixed rate notes were estimated using quoted market prices for these instruments. The fair value of our commercial paper approximates par value since the interest rates on this short-term debt approximate market rates as of March 31, 2019.



	As of March 31, 2019
	Carrying Amount		Fair value
Debt:	In Millions
Commercial Paper	$	1,005	$	1,008
2020 Senior Notes (2.75% senior unsecured notes due December 1, 2020)	1,247		1,252
2022 Senior Notes (2.35% senior unsecured notes due September 15, 2022)	496		493
2023 Senior Notes (3.45% senior unsecured notes due September 21, 2023)	397		411
2023 Senior Notes (4.00% senior unsecured notes due October 15, 2023)	793		841
2025 Senior Notes (3.75% senior unsecured notes due December 1, 2025)	1,243		1,302
2027 Senior Notes (3.10% senior unsecured notes due September 15, 2027)	496		497
2028 Senior Notes (3.75% senior unsecured notes due September 21, 2028)	592		624
2048 Senior Notes (4.25% senior unsecured notes due September 21, 2048)	1,228		1,317
Total debt	$	7,497	$	7,745


~~13.~~14.	Segment Reporting

We operate two business segments: our Trading and Clearing segment and our Data and Listings segment. This presentation is reflective of how our chief operating decision maker reviews and operates our business. Our Trading and Clearing segment comprises our transaction-based execution and clearing businesses. Our Data and Listings segment comprises our ~~subscription-based~~ data services and our securities listings ~~businesses.~~businesses, which are both largely subscription-based. Our chief operating decision maker does not review total assets or statements of income below operating income by segments; therefore, such information is not presented below. Our two segments do not engage in intersegment transactions.

Certain segment expenses for the six months and three months ended June 30, 2017 have been reclassified to conform to our current periods' segment financial statement presentation. This reclassification increased the operating expenses for the Data and Listings segment by $33 million and $17 million for the six months and three months ended June 30, 2017, respectively, while decreasing the operating expenses for the Trading and Clearing segment by the same amounts. Financial data for our business segments is as follows for the ~~six months and~~ three months ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~ (in millions):

Six Months Ended June 30, 2018 Six Months Ended June 30, 2017
Trading and Clearing Segment Data and Listings Segment Consolidated Trading and Clearing Segment Data and Listings Segment Consolidated
Revenues:
Energy futures and options contracts $ 485
$ —
$ 485
$ 459
$ —
$ 459
Agricultural and metals futures and options contracts 139
—
139
118
—
118
Interest rates and other financial futures and options contracts 185
—
185
172
—
172
Cash equities and equity options 827
—
827
771
—
771
OTC and other transactions 126
—
126
95
—
95
Pricing and analytics —
516
516
—
480
480
Exchange data —
287
287
—
280
280
Desktops and connectivity —
243
243
—
281
281
Listings —
220
220
—
217
217
Other revenues 108
—
108
94
—
94
Revenues 1,870
1,266
3,136
1,709
1,258
2,967
Transaction-based expenses 665
—
665
621
—
621
Revenues, less transaction-based expenses 1,205
1,266
2,471
1,088
1,258
2,346
Operating expenses 425
741
1,166
397
758
1,155
Operating income $ 780
$ 525
$ 1,305
$ 691
$ 500
$ 1,191


	Three Months Ended June 30, 2018						Three Months Ended June 30, 2017						Three Months Ended March 31, 2019						Three Months Ended March 31, 2018
	Trading and Clearing Segment		Data and Listings Segment		Consolidated		Trading and Clearing Segment		Data and Listings Segment		Consolidated		Trading and Clearing Segment		Data and Listings Segment		Consolidated		Trading and Clearing Segment		Data and Listings Segment		Consolidated
Revenues:
Energy futures and options contracts	$	250	$	—	$	250	$	231	$	—	$	231	$	229	$	—	$	229	$	235	$	—	$	235
Agricultural and metals futures and options contracts	74		—		74		62		—		62		62		—		62		65		—		65
Interest rates and other financial futures and options contracts	94		—		94		89		—		89
Financial futures and options contracts													83		—		83		91		—		91
Cash equities and equity options	389		—		389		390		—		390		390		—		390		438		—		438
Fixed income and credit													87		—		87		56		—		56
OTC and other transactions	57		—		57		45		—		45		11		—		11		13		—		13
Pricing and analytics	—		262		262		—		242		242		—		266		266		—		254		254
Exchange data	—		144		144		—		142		142
Exchange data and feeds													—		176		176		—		164		164
Desktops and connectivity	—		120		120		—		137		137		—		104		104		—		102		102
Listings	—		111		111		—		109		109		—		111		111		—		109		109
Other revenues	55		—		55		49		—		49		64		—		64		53		—		53
Revenues	919		637		1,556		866		630		1,496		926		657		1,583		951		629		1,580
Transaction-based expenses	310		—		310		316		—		316		313		—		313		355		—		355
Revenues, less transaction-based expenses	609		637		1,246		550		630		1,180		613		657		1,270		596		629		1,225
Operating expenses	218		373		591		197		374		571		228		377		605		207		368		575
Operating income	$	391	$	264	$	655	$	353	$	256	$	609	$	385	$	280	$	665	$	389	$	261	$	650

Revenue from one clearing member of the Trading and Clearing segment comprised ~~$211~~$95 million, or ~~17% and $107 million or 17%~~16% of our Trading and Clearing revenues for the ~~six months and~~ three months ended ~~June 30, 2018, respectively.~~March 31, 2019. Revenue from ~~two~~one clearing ~~members~~member of the Trading and Clearing segment comprised ~~$243~~$104 million, or ~~22% and $127 million or 23%~~18%, of our Trading and Clearing revenues for the ~~six months and~~ three months ended ~~June 30, 2017, respectively.~~March 31, 2018. Clearing members are primarily intermediaries and represent a broad range of principal trading firms. If a clearing member ceased its operations, we believe that the trading firms would continue to conduct transactions and would clear those transactions through another clearing member firm. No additional customers or clearing members accounted for more than 10% of our segment revenues or consolidated revenues for the ~~six months and~~ three months ended ~~June 30, 2018~~March 31, 2019 and ~~2017.~~2018.


~~14.~~15.	Earnings Per Common Share

The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per common share computations for the ~~six months and~~ three months ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~ (in millions, except per share amounts):


	Six Months Ended June 30,				Three Months Ended June 30,				Three Months Ended March 31,
	2018		2017		2018		2017		2019		2018
Basic:
Net income attributable to Intercontinental Exchange, Inc.	$	919	$	922	$	455	$	419	$	484	$	464
Weighted average common shares outstanding	580		593		578		591		568		582
Basic earnings per common share	$	1.59	$	1.56	$	0.79	$	0.71	$	0.85	$	0.80
Diluted:
Weighted average common shares outstanding	580		593		578		591		568		582
Effect of dilutive securities - stock options and restricted shares	3		4		3		4		2		4
Diluted weighted average common shares outstanding	583		597		581		595		570		586
Diluted earnings per common share	$	1.58	$	1.55	$	0.78	$	0.71	$	0.85	$	0.79

Basic earnings per common share is calculated using the weighted average common shares outstanding during the period. Common equivalent shares from stock options and restricted stock awards, using the treasury stock method, are included in the diluted per share calculations unless the effect of their inclusion would be antidilutive. During the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018, 813,000 and ~~2017, 413,105 and 726,696~~302,000 outstanding stock options, respectively, were not included in the computation of diluted earnings per common share, ~~since the inclusion~~because to do so would have had an antidilutive ~~effect because the outstanding stock option exercise prices were greater than the average market price of the common shares during the relevant periods.~~effect. Certain figures in the table above may not recalculate due to rounding.


~~15.~~16.	Subsequent Events

On May 1, 2019, we announced that we have entered into a definitive agreement to acquire Simplifile, LC, or Simplifile, for $335 million in cash. Simplifile operates one of the largest networks connecting the agents and jurisdictions that underpin mortgage records. Simplifile serves as an electronic liaison between lenders, settlement agents, and county recording offices, and streamlines the local recording of residential mortgage transactions. The transaction will expand the ICE Mortgage Services portfolio, which includes MERS, and is expected to close in the third quarter of 2019, subject to obtaining the required regulatory approvals.

We have evaluated subsequent events and determined that no other events or transactions ~~except for those disclosed in Notes 3 and 10,~~ met the definition of a subsequent event for purposes of recognition or disclosure in the accompanying consolidated financial statements.

~~ITEM 2.~~

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In this Quarterly Report on Form 10-Q/A, unless otherwise indicated, the terms “Intercontinental Exchange,” “ICE,” “we,” “us,” “our,” “our company” and “our business” refer to Intercontinental Exchange, Inc., together with its consolidated subsidiaries. References to "ICE Products" mean products listed on one or more of our markets. Due to rounding, figures may not sum exactly.

Forward-Looking Statements

This Quarterly Report on Form ~~10-Q,~~10-Q/A, including the sections entitled “Notes to Consolidated Financial Statements,” “Legal Proceedings” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Any statements contained herein that are not statements of historical fact may be forward-looking statements. Any forward looking statements are based on our present beliefs and assumptions as well as the information currently available to us. Forward-looking statements may be introduced by or contain terminology such as “may,” “will,” “should,” “could,” “would,” “targets,” “goal,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” or the antonyms of these terms or other comparable terminology. These forward-looking statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance, cash flows, financial position or achievements to differ materially from those expressed or implied by these statements. Although we believe that the expectations reflected in the forward-looking ~~statements.~~ statements are reasonable, we cannot guarantee future results, levels of activity, performance, cash flows, financial position or achievements. Accordingly, we caution you not to place undue reliance on any forward-looking statements we may make.

Factors that may affect our performance and the accuracy of any forward-looking statements include, but are not limited to, those listed below:

conditions in global financial markets and domestic and international economic, political and social conditions;

the impact of the introduction of or any changes in laws, regulations, rules or government policies with respect to financial markets, increased regulatory scrutiny or enforcement actions and our ability to comply with these requirements;

volatility in commodity prices, equity prices and price volatility of financial benchmarks and instruments such as interest rates, credit spreads, equity indices and foreign exchange rates;

the business environment in which we operate and trends in our industry, including trading volumes, clearing, data services, fees, changing regulations, competition and consolidation;

our ability to minimize the risks associated with operating clearing houses in multiple jurisdictions;

our equity and options exchanges’ compliance with their respective regulatory and oversight responsibilities;

the resilience of our electronic platforms and soundness of our business continuity and disaster recovery plans;

changes in renewal rates of subscription-based data revenues;

our ability to identify and effectively pursue, implement and integrate acquisitions and strategic alliances; and to realize the synergies and benefits of such transactions within the expected time frame;

the performance and reliability of our trading and clearing technologies and those of third-party service providers;

our ability to keep pace with technological developments;

our ability to ensure that the technology we utilize is not vulnerable to cybersecurity risks or other disruptive events;

our ability to identify trends and adjust our business to benefit from such trends;

the accuracy of our cost and other financial estimates and our belief that cash flows from operations will be sufficient to service our debt and to fund our operational and capital expenditure needs;

our ability to maintain existing market participants and data customers, and to attract new ones;

our ability to offer additional products and services, leverage our risk management capabilities and enhance our technology in a timely and cost-effective fashion;

our ability to attract and retain key talent;

our ability to protect our intellectual property rights and to operate our business without violating the intellectual property rights of others;

potential adverse results of threatened or pending litigation and regulatory actions and proceedings; and

our ability to realize the expected benefits of our majority investment in Bakkt which could result in additional unanticipated costs and risks.

These risks and other factors include those set forth in Item 1(A) under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2017,~~2018, or our ~~2017~~2018 Form 10-K, as filed with the SEC on February 7, ~~2018.~~

~~Forward-looking statements and other risks and~~2019. Due to the uncertain nature of these factors, that may affect our performance include, but are not limited to: conditions in global financial markets and domestic and international economic, political and social conditions; the impact of the introduction of or any changes in laws, regulations, rules or government policy with respect to financial markets, increased regulatory scrutiny or enforcement actions and our ability to comply with these requirements; volatility in commodity prices, equity prices, and price volatility of financial benchmarks and instruments such as interest rates, credit spreads, equity indices and foreign exchange rates; the business environment in which we operate and trends in our industry, including trading volumes, clearing, data services, fees, changing regulations, competition and consolidation; the success of our clearing houses and our ability to minimize the risks associated with operating clearing houses in multiple jurisdictions; the success of our equity and derivative exchanges and the exchanges’ compliance with their respective regulatory and oversight responsibilities; the resilience of our electronic platforms and soundness of our business continuity and disaster recovery plans; continued high renewal rates of subscription-based data revenues; our ability to identify and effectively pursue, implement and integrate acquisitions and strategic alliances; our ability to complete and realize the synergies and benefits of our acquisitions within the expected time frame, and to integrate acquired operations with our business; our ability to effectively maintain our growth; the performance and reliability of our other technologies and those of third party service providers, including our ability to keep pace with technological developments and ensure that the technology we utilize is not vulnerable to security risks or other disruptive events; our ability to identify trends and adjust our business to benefit from such trends; the accuracy of our cost and other financial estimates and our belief that cash flows from operations will be sufficient to service our debt and fund our operational and capital expenditure needs; our ability to maintain existing market participants and data customers, and attract new ones, and to offer additional products and services, leverage our risk management capabilities and enhance our technology in a timely and cost-effective fashion; our ability to attract and retain key talent; our ability to protect our intellectual property rights and to operate our business without violating the intellectual property rights of others; and potential adverse results of threatened or pending litigation and regulatory actions and proceedings.

We caution you not to place undue reliance on any forward-looking statements as they speak only as of the date on which such statements were made, and we undertake no obligation to update any forward-looking statement or to reflect the occurrence of an unanticipated event. New factors may emerge and it is not possible to predict all factors that may affect our business and prospects. Further, management cannot assess the impact of each factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

InAny forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any of these statements to reflect events or circumstances occurring after the date of this Quarterly Report on Form ~~10-Q, unless otherwise indicated, the terms “Intercontinental Exchange,” “ICE,” “we,” “us,” “our,” “our company”~~10-Q/A. New factors may emerge and ~~“our business” refer~~it is not possible to ~~Intercontinental Exchange, Inc., together with its consolidated subsidiaries. Due to rounding, figures~~predict all factors that may ~~not sum exactly.~~affect our business and prospects.

Overview

We are a leading global operator of regulated exchanges, clearing houses and listings venues, and a provider of data services for commodity, financial, fixed income and equity markets. We operate regulated marketplaces for listing, trading and clearing a broad array of derivatives contracts and securities ~~contracts~~ across major asset classes, including energy and agricultural commodities, metals, interest rates, equities, ~~equity derivatives,~~ ETFs, credit derivatives, bonds and currencies. We also offer ~~end-to-end~~comprehensive data services ~~and solutions~~ to support the trading, investment, risk management, mortgage service and connectivity needs of customers around the world and across ~~all major~~ asset classes.

Our exchanges include derivative exchanges in the U.S., U.K., EU, Canada and Singapore, and cash equities, equity options and bond ~~exchanges~~trading venues in the U.S. We also operate OTC markets for physical energy, fixed income and CDS trade execution. To

serve global derivatives markets, we operate central counterparty clearing houses, or CCPs, in the U.S., U.K., EU, Canada and Singapore. We offer a range of data services, globally, for ~~global~~ financial and commodity markets, including pricing and reference data, exchange data, analytics, feeds, index services, desktops and connectivity solutions. Through our markets, clearing houses, listings and ~~market~~ data services, we provide ~~end-to-end~~comprehensive solutions for our customers through liquid markets, benchmark products, access to capital markets and related services to support their ability to manage risk and raise capital. Our business is ~~currently~~ conducted as two reportable business segments, our Trading and Clearing segment and our Data and Listings segment, and the majority of our identifiable assets are located in the U.S., and U.K. ~~and Canada.~~

Recent Developments

~~U.S. Tax Cuts and Jobs Act~~

On December 22, 2017, the TCJA was signed into law. The TCJA reduced the U.S. federal corporate income tax rate from 35% to 21% effective January 1, 2018. In our financial statements for the year ended December 31, 2017, we revalued our U.S. deferred tax assets and liabilities at the new federal corporate income tax rate as of the date of enactment of the TCJA and recognized a $764 million deferred tax benefit based on a reasonable estimate as of December 22, 2017. The TCJA imposed a transition tax on certain accumulated foreign earnings aggregated across all non-U.S. subsidiaries, net of foreign deficits. As we are in an aggregate net foreign deficit position for U.S. tax purposes, we are not liable for the transition tax.

Many of the tax provisions under the TCJA became effective January 1, 2018, including the new federal 21% corporate income tax rate and complex international tax provisions. Our effective tax rates for the six months and three months ended June 30, 2018 are lower than the effective tax rates for the comparable periods in 2017 primarily because of the new reduced U.S. federal corporate income tax rate, partially offset by additional federal and state income taxes under these international tax provisions. Given the complexity of these international provisions and certain potential unintended consequences that are under debate at both the federal and state level, further federal and state guidance is anticipated, but the likelihood and timing of such guidance remains uncertain.

~~Acquisitions~~

On January 2, 2018, we acquired 100% of BondPoint from Virtu Financial, Inc. for $400 million in cash. BondPoint is a leading provider of electronic fixed income trading solutions for the buy-side and sell-side, offering access to centralized liquidity and automated trade execution services through its ATS and provides trading services to more than 500 financial services firms.

On July 18, 2018, we acquired CHX Holdings, Inc., the parent company of CHX, a full-service stock exchange, including trading, data and corporate listings services. CHX operates as a registered national securities exchange.

~~Investment in Euroclear~~

We classify our investment in Euroclear as an equity investment included in other non-current assets in our consolidated balance sheets as of June 30, 2018 and December 31, 2017. Subsequent to our January 1, 2018 adoption of ASU 2016-01, for investments without a readily determinable fair value, including Euroclear, an adjustment to estimated fair value is only required if there is an observable price change in an orderly transaction in a similar or identical investment, with any adjustment recognized in net income. There were no such adjustments made during the six months ended June 30, 2018.

Regulation

Our markets are primarily subject to the jurisdiction of regulatory agencies in the U.S., U.K., EU, Canada and Singapore. Global policy makers have undertaken reviews of their existing legal framework governing financial markets in connection with regulatory reform, and have either passed new laws and regulations, or are in the process of debating and/or enacting new laws and regulations that apply to our business and to our customers’ businesses. Legislative and regulatory actions may impact the way in which we or our customers conduct business and may create uncertainty, which could affect trading volumes or demand for market data. See Part 1, Item 1 “Business - Regulation” and Part 1, Item 1(A) "Risk Factors" included in our ~~2017~~2018 Form 10-K for a discussion of the primary regulations applicable to our ~~business.~~business and certain risks associated with those regulations. As discussed in Part 1, Item 1 of our ~~2017~~2018 Form 10-K, the implementation of the Markets in Financial Instruments Directive II, or MiFID II, and its counterpart the European Market Infrastructure Regulation, or EMIR, may result in operational, regulatory and/or business risk.

Most of the specific regulations which support the MiFID II framework have now been approved or deferred by the European Parliament and European Council. The European Securities and Markets Authority, or ESMA, and the national regulatory authorities are continuing to work on detailed aspects of the framework that are relevant to the markets operated by ICE Futures Europe and ICE Endex, including position limits and the determination of pre-trade ~~and post-trade~~ price transparency parameters for financial instruments. ~~Our~~

The key areas ~~of focus on these~~in the evolving ~~efforts~~regulatory landscape that are likely to impact our business are:

The proposed revisions to the regulatory structure of non-EU clearing houses. On March 13, 2019, the European Parliament and Council reached an agreement on the European Commission's proposal to revise the EU's current regulatory and supervisory structure for EU and non-EU clearing houses, called EMIR 2.2. The proposed revisions of the regulatory structure could have an impact on our non-EU clearing houses to the extent they are deemed to be doing business in ~~Europe,~~the EU, which might involve changes to clearing house regulations and/or supervision. ~~In 2017, the European Commission published a proposal to revise the current regulatory structure for non-EU clearing houses.~~ The nature and extent of the ~~regulation would~~regulation's impact will depend on the “impact” of a non-EU clearing house’s business in the

EU. Details on the impact classification of non-EU clearing will be established by the European Commission in cooperation with ESMA and the European System of Central Banks. The ~~proposal will undergo legislative review by~~exact date of application of EMIR 2.2 is currently unclear, but could be as early as the ~~European Parliament and the EU Member States, and is subject to change.~~

~~The non-discriminatory access provisions~~first quarter of MiFID II, as currently drafted, would require our European exchanges and central counterparty clearing houses, or CCPs, to offer access to third parties on commercially reasonable terms. In addition, MiFID II could require our European exchanges and CCPs to allow participants to trade and/or clear at other venues, which may encourage competing venues to offer our products. In June 2016, the EU approved a twelve-month postponement of MiFID II implementation and compliance to January 3, 2018. On January 3, 2018, ICE Futures Europe and ICE Clear Europe received a deferral from the U.K. Financial Conduct Authority, or FCA, and the Bank of England, respectively, which delays the non-discriminatory access provision of MiFID II until July 3, 2020.

The adoption and implementation of position limit rules in the U.S. and Europe could have an impact on our commodities business if comparable trading venues in foreign jurisdictions are not subject to equivalent rules. Position limits became effective in Europe beginning January 2018 under MiFID II. The FCA has published certain position limits for commodity contracts. In certain cases, the position limits are lower than on U.S. trading venues and in certain cases position limits are higher than U.S. equivalent contracts. The FCA is actively reviewing the recently issued position limits. Conversely, in December 2016, the Commodity Futures Trading Commission, or CFTC, re-proposed the position limit rules as opposed to finalizing the rule. There is potential for further divergence between MiFID II and U.S. position limit rules if the U.S. makes changes to the financial regulations while the EU continues with MiFID II implementation.

Basel III capital charges. The implementation of capital charges in Basel III, particularly, the Supplemental Leverage Ratio ~~with respect~~applicable to certain ~~clearing members of central counterparties,~~financial institutions, may impose ~~burdensome~~ capital requirements on certain of our clearing house members and their customers that may ~~disincentivize~~raise the costs and thus discourage financial institutions from client clearing. The Federal Reserve Board, the Federal Deposit Insurance Corporation and the Office of the Comptroller of the Currency have proposed rule changes to the derivative exposure calculations and leverage ratio requirements, but these regulations still may have ana negative impact on certain of our clearing members.

Continued access by EU market participants to U.K. CCPs and exchanges.The U.K. and EU continue to negotiate the exit of the U.K. from the EU (commonly known as Brexit). On April 10, 2019, the European Commission agreed to an extension to allow for the U.K. ratification of the withdrawal agreement to last as long as necessary and, in any event, no longer than October 31, 2019. In anticipation of Brexit, the European Commission adopted an equivalence decision regarding the U.K.’s legal and supervisory arrangements for CCPs in December 2018, and in February 2019, ESMA approved ICE Clear Europe as a third-country CCP. Upon the U.K.’s exit from the EU, EU market participants will be able to continue clearing through U.K. CCPs, such as ICE Clear Europe, for a limited period of time in case of a U.K. exit from the EU without a transition period. Separately, following Brexit, ICE Futures Europe will continue to be able to permit access by persons in the EU to trading on its platform, even in the absence of a transition agreement. However, the lack of an equivalence decision and corresponding transition period may result in increased costs for certain EU market participants which could impact trading on ICE Futures Europe. The impact to our business and corresponding regulatory changes remain uncertain at this time. We are monitoring the impact to our business as a result of these discussions and are pursuing avenues to facilitate continued access for EU customers to our services in the event the U.K. exits the EU without a transition period.

The SEC ~~adoption of the proposed two-year~~ Transaction Fee ~~Pilot, which would subject stock exchange transaction fee pricing, including “maker-taker” fee-and-rebate pricing models~~Pilot. In December 2018, the SEC adopted a Transaction Fee Pilot. The adoption establishes a pilot program, for at least one-year and up to ~~new temporary pricing restrictions across three test groups and require~~two-years, that will limit the ~~exchanges to prepare and publicly post data, could make the NYSE less competitive with off-exchange trading venues by limiting the transaction~~ fees charged and rebates paid by ~~the securities exchanges.~~

~~In addition,~~ our ~~U.S.~~five securities exchanges ~~are regulated~~in certain securities to be designated by the ~~SEC, and as discussed in Part II, Item 1, "Legal Proceedings," on~~SEC. On March ~~6, 2018, NYSE and affiliated exchanges reached a settlement with~~28, 2019, the SEC partially stayed the Transaction Fee Pilot, pending resolution of our and two other national securities exchanges’ petitions for review of the Transaction Fee Pilot by the U.S. Court of Appeals for the ~~various matters under investigation~~District of Columbia Circuit. The only requirement that the SEC did not stay was that which requires the exchanges to collect data during a pre-pilot period. The SEC has not yet announced the date that this pre-pilot period of the Transaction Fee Pilot will commence.

The EU Benchmark Regulation, or BMR. In June 2016, the EU Benchmark Regulation, or BMR, was adopted and ~~agreed~~applies from January 2018. Under the BMR, benchmarks provided by a third-country benchmark administrator may be used by EU-supervised entities provided that the European Commission has adopted an equivalence decision or the administrator has been recognized or endorsed and the benchmarks are listed on the register established by ESMA. The BMR provides for a transition period which was extended by the EU authorities to ~~pay a $14 million civil monetary penalty, together with certain non-monetary relief.~~January 1, 2022 for providers of critical benchmarks and third-country benchmark providers. During this period ICE Data Indices, LLC applied to the U.K. Financial Conduct Authority for recognition, and benchmarks provided by ICE Data Indices, LLC may continue to be used by supervised entities.

Consolidated Financial Highlights

The following summarizes our results and significant changes in our consolidated financial performance for the periods presented (dollars in millions, except per share ~~amounts, and YTD represents the six-month periods ended June 30th)~~amounts):



	Three Months Ended March 31,
	2019			2018			Change
Revenues, less transaction-based expenses	$	1,270		$	1,225		4 %
Operating expenses	$	605		$	575		5 %
Adjusted operating expenses⁽¹⁾	$	528		$	494		7 %
Operating income	$	665		$	650		2 %
Adjusted operating income⁽¹⁾	$	742		$	731		2%
Operating margin	52		%	53		%	(1) pt
Adjusted operating margin⁽¹⁾	58		%	60		%	(2) pts
Other income (expense), net	$	(39	)	$	(33	)	19 %
Income tax expense	$	134		$	143		(7) %
Effective tax rate	21		%	23		%	(2) pts
Net income attributable to ICE	$	484		$	464		4 %
Adjusted net income attributable to ICE⁽¹⁾	$	527		$	525		—%
Diluted earnings per share attributable to ICE common stockholders	$	0.85		$	0.79		8 %
Adjusted diluted earnings per share attributable to ICE common stockholders⁽¹⁾	$	0.92		$	0.90		2 %
Cash flows from operating activities	$	654		$	573		14 %

Six Months Ended
June 30, Three Months Ended
June 30,
2018 2017 Change 2018 2017 Change
Revenues, less transaction-based expenses $ 2,471
$ 2,346
5 % $ 1,246
$ 1,180
6 %
Operating expenses $ 1,166
$ 1,155
1 % $ 591
$ 571
4 %
Adjusted operating expenses⁽¹⁾
$ 997
$ 987
1 % $ 503
$ 490
2 %
Operating income $ 1,305
$ 1,191
10 % $ 655
$ 609
7 %
Adjusted operating income⁽¹⁾
$ 1,474
$ 1,359
8% $ 743
$ 690
8%
Operating margin 53 % 51 % 2 pts 53 % 52 % 1 pt
Adjusted operating margin⁽¹⁾
60 % 58 % 2 pts 60 % 58 % 2 pts
Other income (expense), net $ (77 ) $ 101
n/a $ (44 ) $ (42 ) 3 %
Income tax expense $ 292
$ 354
(17) % $ 149
$ 140
7 %
Effective tax rate 24 % 27 % (3) pts 24 % 25 % (1) pt
Net income attributable to ICE $ 919
$ 922
— % $ 455
$ 419
8 %
Adjusted net income attributable to ICE⁽¹⁾
$ 1,050
$ 891
18 % $ 525
$ 449
17%
Diluted earnings per share attributable to ICE common stockholders $ 1.58
$ 1.55
2 % $ 0.78
$ 0.71
10 %
Adjusted diluted earnings per share attributable to ICE common stockholders⁽¹⁾
$ 1.80
$ 1.49
21 % $ 0.90
$ 0.76
18 %
Cash flows from operating activities $ 1,236
$ 1,099
13 %

⁽¹⁾The adjusted ~~numbers in the charts and table above are calculated by excluding~~figures exclude items that are not reflective of our ~~cash~~ongoing core operations and ~~core~~ business ~~performance, and for adjusted~~performance. Adjusted net income attributable to ICE and adjusted diluted earnings per share attributable to ICE common stockholders, are presented net of taxes. ~~As a result, these~~These adjusted numbers are not calculated in accordance with GAAP. See “- Non-GAAP Financial Measures” below.

Revenues, less transaction-based expenses, increased ~~$125 million and $66~~$45 million for the ~~six months and~~ three months ended ~~June 30, 2018, respectively,~~March 31, 2019 from the comparable ~~periods~~period in ~~2017.~~2018. See ~~“- Trading~~"-Trading and Clearing ~~Segment”~~Segment" and ~~“Data~~"Data and Listings ~~Segment”~~Segment" below for a discussion of the significant changes in our revenues. The increase in revenues includes ~~$32 million and $11~~$13 million in ~~favorable~~unfavorable foreign exchange effects arising from fluctuations in the ~~weakening~~ U.S. dollar for the ~~six months and~~ three months ended ~~June 30, 2018, respectively, from the comparable periods in 2017.~~March 31, 2019. See Item 3 ~~“Quantitative~~"Quantitative and Qualitative Disclosures About Market ~~Risk - Foreign~~Risk-Foreign Currency Exchange Rate ~~Risk”~~Risk" below for additional information on the impact of currency fluctuations. Excluding the $32 million and $11 million in favorable foreign exchange effects for the six months and three months ended June 30, 2018, respectively, our revenues, less transaction-based expenses, would have been $2.4 billion and $1.2 billion for the six months and three months ended June 30, 2018, respectively, an increase of 4% and 5%, respectively, from the comparable periods in 2017.

Operating expenses increased ~~$11 million and $20~~$30 million for the ~~six months and~~ three months ended ~~June 30, 2018, respectively, from the comparable periods in 2017.~~March 31, 2019. See ~~“- Consolidated~~"-Consolidated Operating ~~Expenses”~~Expenses" below for a discussion of the significant changes in our operating expenses. The increase in operating expenses ~~from the comparable periods in 2017,~~ includes ~~$14 million and~~ $5 million in ~~unfavorable~~favorable foreign exchange effects arising from fluctuations in the ~~weakening~~ U.S. dollar for the six months and three months ended June 30, 2018, respectively. Excluding the $14 million and $5 million in unfavorable foreign exchange effects, our operating expenses would have been $1.2 billion and $586 million for the six months and three months ended June 30, 2018, respectively, flat for the six months ended June 30, 2018 and an increase of 3% for the three months ended ~~June 30, 2018, from~~March 31, 2019. See Item 3 "Quantitative and Qualitative Disclosures About Market Risk-Foreign Currency Exchange Rate Risk" below for additional information on the ~~comparable periods in 2017.~~

~~In connection with the merger~~impact of Cetip, S.A., or Cetip, with BM&FBOVESPA S.A., which changed its name to B3 S.A. - Brasil, Bolsa, Balcão, or B3, on March 29, 2017, we recognized a $176 million realized investment gain in other income (expense), net for the six months ended June 30, 2017 and $9 million in foreign exchange losses and transaction expenses in other income (expense), net for the six months and three months ended June 30, 2017. See “- Consolidated Non-Operating Income (Expense)” below.currency fluctuations.

Variability in Quarterly Comparisons

The business environments in which we operate directly affect our results of operations. Our results have been and will continue to be affected by many factors, including, without limitation, market volatility and the level of trading activity in our markets, which during any period is significantly influenced by general market conditions; legislative and regulatory changes as well as fulfillment of our regulatory obligations; competition; demand for our market data services and our market share; our system reliability; our ability to offer new products; acquisition and divestiture activity and the pace of industry consolidation; broad trends in the data and finance industry; the number and financial health of companies listed on our cash markets; geopolitical events; real and perceived supply and demand imbalance; changing technology in the financial services industry; and our reputation, among other factors. Our business environment has been characterized by:

globalization of exchanges, customers and competitors;

interest rate and financial markets uncertainty;

rising demand for speed, data, data capacity and connectivity by ~~industry~~ market participants, necessitating increased investment in technology;

evolving and disparate regulation across multiple jurisdictions;

increasing focus on capital and cost efficiencies;

consolidation and increasing competition among global markets for trading, clearing and ~~listings; the globalization of exchanges, customers and competitors; market participants’ rising~~listings.

price volatility increasing customers' demand for ~~speed, data capacity~~risk management services;

customers' preference to manage risk in markets demonstrating the greatest depth of liquidity and ~~connectivity, which requires ongoing investment in technology; evolving~~product diversity; and ~~disparate regulation across multiple jurisdictions; and increasing focus on capital and cost efficiencies.~~

~~Price volatility increases~~ the ~~need to hedge risk and creates demand among market participants for the exchange~~evolution of risk through trading and clearing. Market liquidity is one of the primary market attributes for attracting and maintaining customers and is an important indicator of a market’s strength. In addition, the ability to evolve existing products and new product innovation to uniquely serve emerging needs, develop new products and respond to competitive dynamics in pricing, exclusivity and consolidation is important to our business. Changes in these and other factors could cause our revenues to fluctuate from period to period and these fluctuations may affect the reliability of period to period comparisons of our revenues and operating results. customer needs.

For additional information regarding the factors that affect our results of operations, see Item 1(A) “Risk Factors” included in our ~~2017~~2018 Form 10-K.

Segment ~~Reporting~~Results

~~We operate~~Our business is conducted through two reportable business segments: ~~our~~

Trading and Clearing, ~~segment and our Data and Listings segment. This presentation is reflective of how our chief operating decision maker reviews and operates our business. Our Trading and Clearing segment~~which comprises our transaction-based execution and clearing ~~businesses. Our~~ businesses; and

Data and Listings, ~~segment~~which comprises our subscription-based data services and securities listings businesses. Our chief operating decision maker does not review total assets or statements of income below operating income by segments; therefore, such information is not presented below. Our two segments do not engage in intersegment transactions.

While revenues are ~~allocated directly~~recorded specifically in the segment in which they are earned or to ~~segments,~~which they relate, a significant portion of our operating expenses are not solely related to a specific segment because the expenses serve functions that are necessary for the operation of both segments. ~~Because these expenses do not relate to a single segment, we have employed a reasonable allocation method to allocate expenses between the segments for~~

~~presentation purposes.~~ We ~~have elected to~~ use a pro-rata revenue approach as the allocation method for the expenses that do not relate solely to one segment. Further, ~~precise allocation of expenses to specific revenue streams within these segments is not reasonably possible. Accordingly,~~ we did not allocate expenses to specific revenue streams within ~~the segments.~~

Certain segment expenses for the six months and three months ended June 30, 2017 have been reclassified to conform to our current period’s segment financial statement presentation. This reclassification increased the operating expenses for the Data and Listings segment by $33 million and $17 million for the six months and three months ended June 30, 2017, respectively, while decreasing the operating expenses for the Trading and Clearing segment by the same amount.these segments since such an allocation is not reasonably possible. Our two segments do not engage in intersegment transactions.

Trading and Clearing Segment

The following ~~charts and table present our~~presents selected statements of income data for our Trading and Clearing segment (dollars in ~~millions and YTD represents the six-month periods ended June 30th)~~millions):

⁽¹⁾The adjusted numbers in the charts above are calculated by excluding items that are not reflective of our cash operations and core business performance. As a result, these adjusted numbers are not calculated in accordance with U.S. GAAP. See “- Non-GAAP Financial Measures” below.


	Six Months Ended June 30,						Three Months Ended June 30,						Three Months Ended March 31,
	2018		2017		Change		2018		2017		Change		2019		2018		Change
Revenues:
Energy futures and options contracts	$	485	$	459	5	%	$	250	$	231	8	%	$	229	$	235	(2	)%
Agricultural and metals futures and options contracts	139		118		18		74		62		20		62		65		(5	)
Interest rates and other financial futures and options contracts	185		172		8		94		89		7
Financial futures and options contracts													83		91		(9	)
Cash equities and equity options	827		771		7		389		390		—		390		438		(11	)
Fixed income and credit													87		56		54
OTC and other transactions	126		95		32		57		45		26		11		13		(14	)
Transaction and clearing, net	1,762		1,615		9		864		817		6		862		898		(4	)
Other revenues	108		94		15		55		49		12		64		53		21
Revenues	1,870		1,709		9		919		866		6		926		951		(3	)
Transaction-based expenses	665		621		7		310		316		(2	)	313		355		(12	)
Revenues, less transaction-based expenses	1,205		1,088		11		609		550		11		613		596		3
Other operating expenses	321		299		7		164		146		12		170		157		8
Depreciation and amortization	102		98		4		52		51		3		58		50		17
Acquisition-related transaction and integration costs	2		—		n/a		2		—		n/a
Operating expenses	425		397		7		218		197		11		228		207		10
Operating income	$	780	$	691	13	%	$	391	$	353	11	%	$	385	$	389	(1	)%

Transaction and Clearing Revenues

~~Overview~~

Our transaction and clearing revenues are reported on a net basis, except for the NYSE transaction-based expenses discussed below, and consist of fees collected from our derivatives, fixed income, cash equities and equity options trading and derivatives clearing. In our derivatives markets, we earn transaction and clearing revenues from both counterparties to each contract that is traded and/or cleared, and in our equity and equity options markets, we receive trade execution fees as well as routing fees related to orders in our markets which are routed to other markets for execution.

Rates per-contract, or RPC, are driven by the number of contracts or securities traded and the fees charged per contract, net of certain rebates. Our per-contract transaction and clearing revenues will depend upon many factors, including, but not limited to, market conditions, transaction and clearing volume, product mix, pricing, applicable revenue sharing and market making agreements, and new product introductions. Because transaction and clearing revenues are generally assessed on a per-contract basis, revenues and profitability fluctuate with changes in contract volume and due to product mix.

For both the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ 21% ~~and 20%, respectively,~~ of our Trading and Clearing segment revenues, less transaction-based expenses, ~~were billed in pounds sterling or euros and for the three months ended June 30, 2018 and 2017, 21% and 19%, respectively,~~ were billed in pounds sterling or euros. As the pound sterling or euro exchange rate changes, the U.S. equivalent of revenues denominated in foreign currencies changes accordingly. ~~The weakening~~For the three months ended March 31, 2019 as compared to the same period in 2018, foreign currency fluctuations of the U.S. dollar as compared to the pound sterling and euro resulted in ~~an increase~~a decrease to our Trading and Clearing segment revenues, less transaction-based expenses, ~~by $23 million for the six months ended June 30, 2018, from the comparable period in 2017, and by $8 million for the three months ended June 30, 2018, from the comparable period in 2017.~~of $9 million. See Item 3 “- Quantitative and Qualitative Disclosures About Market Risk - Foreign Currency Exchange Rate Risk” below for additional information on the impact of currency fluctuations.

Our transaction and clearing revenues are presented net of rebates. We recorded rebates of ~~$432~~$215 million and ~~$392 million for the six months ended June 30, 2018 and 2017, respectively, and $212 million and $198~~$220 million for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively. We offer rebates in certain of our markets primarily to support market liquidity and trading volume by providing qualified participants in those markets a discount to the applicable commission rate. Such rebates are calculated based on volumes traded. The increase in the rebates is due primarily to an increase in the number of participants in the rebate programs offered on various contracts, an increase in our traded volume and an increase in the number of rebate programs.

Energy Futures and Options ~~Contracts~~

We operate global crude oil and refined oil futures markets, including the ICE Brent, ICE WTI and ICE Gasoil futures and options contracts, as well as over 500 refined oil futures products that relate to our benchmark futures contracts and other key price

benchmarks. The ICE Brent crude contract is relied upon by a broad range of global market participants, including oil producing nations and multinational companies, to price and hedge their crude oil production and consumption. The Brent complex, which includes ICE Brent crude futures, is a group of related benchmarks used to price an array of traded oil products, including approximately two-thirds of the world’s internationally-traded crude oil. The ICE Low Sulphur Gasoil contract is a European diesel oil contract that offers physical delivery and serves as the leading middle distillate pricing benchmark for refined oil products, particularly in Europe and Asia.

Contracts: Total oil volume increased 4% and revenues increased 2% for the six months ended June 30, 2018 from the comparable period in 2017. Total oil volume increased 4% and revenues increased 5% for the three months ended June 30, 2018 from the comparable period in 2017. ICE Brent crude futures and options volume was flat for both the six months and three months ended June 30, 2018 from the comparable periods in 2017 and ICE WTI crude futures and options volume increased 8% and 9% for the six months and three months ended June 30, 2018, respectively, from the comparable periods in 2017. The increase in total oilenergy volume and revenues ~~was primarily driven by volatility from geopolitical risk~~decreased 12% and strong global economic performance resulting in increased demand for crude and refined oil products. Gasoil futures and options volume and revenues increased 19% and 17%, respectively, for the six months ended June 30, 2018 from the comparable period in 2017 and increased 13% and 11%2%, respectively, for the three months ended ~~June 30, 2018~~March 31, 2019 from the comparable period in ~~2017. The increase~~2018. Revenues decreased due to lower oil and natural gas volumes.

We offer trading and clearing services across a range of global benchmark contracts, including: Brent, West Texas Intermediate, or WTI, Platts Dubai, Gasoil, Heating Oil, and hundreds of additional grades. Total oil volume decreased

9% for the three months ended March 31, 2019 from the comparable period in ~~total gasoil volume~~2018 in part due to a confluence of various geopolitical uncertainties as well as supply and ~~revenues was primarily driven by increasing~~ demand ~~for distillates and strong economic activity in Europe and Asia.~~

dynamics.

Our global natural gas futures and options volume decreased ~~12% and revenues increased 10%, respectively,~~18% for the ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 from the comparable period in ~~2017 and~~2018. The volume ~~decreased 20% and revenues increased 12%, respectively, for the three months ended June 30, 2018 from the comparable period in 2017. Volume decreased~~decrease was primarily due to ~~lower price volatility reducing the need for hedging by our commercial client base, and~~ depressed natural gas prices driven by a continued surplus of natural gas in the ~~first half of 2018 as compared~~U.S., specifically related to the ~~same period~~Henry Hub contract. The decrease in ~~2017. Our U.S.~~our Henry Hub natural gas volume ~~decrease~~ was partially offset by increased volumes in our European ~~natural~~TTF gas products. While volumes decreased, revenues increased primarily due to ICE NGX natural gas revenue recognized during the six months ended June 30, 2018 following our December 2017 acquisition. ICE NGX contracts have a higher rate per contract as compared to our other natural gas contracts, and the impact of foreign currency translationcontract. The strength in our European TTF gas volumes was driven by the continued emergence of TTF as the European benchmark for natural gas ~~products.~~as natural gas continues to globalize. Emission futures and options volumes increased 35% for the three months ended March 31, 2019 from the comparable period in 2018 driven by higher carbon prices and supply-demand dynamics impacted by regulatory uncertainty.

Agricultural and Metals Futures and Options ~~Contracts~~

Contracts: Total volume and revenues in our agricultural and metals futures and options markets ~~increased 14%~~decreased 1% and ~~18%~~5%, respectively, for the ~~six~~three months ended ~~June 30, 2018, respectively,~~March 31, 2019 from the comparable period in ~~2017, and increased 15% and 20% for the three months ended June 30, 2018, respectively, from the comparable period in 2017.~~2018. Volume in our largest agricultural contract, sugar futures and options, increased ~~16% and 20%~~3% for the ~~six months and~~ three months ended ~~June 30, 2018, respectively,~~March 31, 2019 from the comparable ~~periods~~period in ~~2017, and other~~2018. Other agricultural and metal futures and options volume ~~increased 13% and 11%~~decreased 5% for the ~~six months and~~ three months ended ~~June 30, 2018, respectively,~~March 31, 2019 from the comparable ~~periods~~period in ~~2017.~~2018. The ~~increases~~overall decreases in agricultural volumes ~~in 2018 compared to 2017~~ were primarily ~~resulting from price volatility~~ driven by ~~shifting supply~~geopolitical uncertainty related to the trade negotiations between the U.S. and ~~demand dynamics.~~ China.

~~Interest Rates and Other~~

Financial Futures and Options ~~Contracts~~

Contracts: Interest rates futures and options volume and revenue ~~increased 8%~~decreased 9% and ~~21%, respectively, for the six months ended June 30, 2018 from the comparable period in 2017, and increased 10% and 21%~~11%, respectively, for the three months ended ~~June 30, 2018~~March 31, 2019 from the comparable period in ~~2017. Interest~~2018. Our interest rate futures and options volume ~~increased during~~decreased for the ~~six months and~~ three months ended ~~June 30, 2018 primarily~~March 31, 2019 due to ~~expectations for heightened central bank activity during 2018.~~Brexit and an uncertain European economic backdrop. Interest ~~rate~~rates futures and options revenues ~~increased more than traded volumes, compared to~~were $53 million and $60 million for the ~~prior year period, primarily due to the impact of foreign currency translation~~three months ended March 31, 2019 and ~~fewer market making rebates.~~ 2018, respectively.

Other financial futures and options volume decreased ~~18% and 21%, respectively,~~7% for the ~~six months and~~ three months ended ~~June 30, 2018~~March 31, 2019 from the comparable ~~periods~~period in ~~2017,~~2018. The decrease was primarily due to lower equity market volatility than during the ~~2017 termination of our exclusive license to list~~same prior year period. Other financial futures and options ~~contracts on~~revenues were $30 million and $31 million for the ~~Russell indexes.~~three months ended March 31, 2019 and 2018, respectively.

Cash Equities and Equity ~~Options~~

Options: Cash equities handled volume increased 3%9% for the ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 from the comparable period in ~~2017 primarily~~2018 due to ~~greater equities market volatility and decreased 3% for the three months ended June 30, 2018 from the comparable period in 2017 due to a~~ higher ~~mix of~~ industry volumes ~~on Tapes B~~ and Cincreased market share as compared to the same prior year period. Cash equities revenues, net of transaction-based expenses, were ~~$110~~$52 million ~~for the six months ended June 30, 2018, an increase of 6% from $103 million for the six months ended June 30, 2017~~ and ~~$54~~$56 million for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~an increase of 3% from $51 million~~respectively.

Equity options volume decreased 5% for the three months ended ~~June 30, 2017.~~

~~Equity options volume increased 48% and 35% for the six months and three months ended June 30, 2018, respectively,~~March 31, 2019 from the comparable ~~periods~~period in ~~2017,~~2018 primarily due to ~~greater equities~~lower equity market volatility ~~during the six months and three months ended June 30, 2018~~as compared to the same prior year ~~periods.~~period. Equity options revenues, net of transaction-based expenses, were ~~$52~~$25 million ~~for the six~~

~~months ended June 30, 2018, an increase of 12% from $47 million for the six months ended June 30, 2017~~ and ~~$25~~$27 million for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~an increase of 12% from $23~~respectively.

Fixed Income and Credit: CDS clearing revenues were $38 million and $42 million for the three months ended ~~June 30, 2017.~~

~~OTC~~March 31, 2019 and ~~Other Transactions~~

~~CDS clearing revenues were $73 million and $56 million for the six months ended June 30,~~ 2018, ~~and 2017, respectively, and~~

~~$31 million and $26 million for the three months ended June 30, 2018 and 2017,~~ respectively. The notional value of CDS cleared

was ~~$8.5~~$4.4 trillion and ~~$5.6 trillion for the six months ended June 30, 2018 and 2017, respectively, and $3.8 trillion and $2.6~~$4.7 trillion, for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively. ~~The increase in~~Buy-side participation at our U.S. CDS clearing ~~revenues was~~house, ICE Clear Credit, reached record levels in terms of number of participants and single name notional cleared during the three months ended March 31, 2019. These record levels were driven by ~~record buyside clearing during the six months ended June 30, 2018.~~ increased participation from both U.S. and European buy-side customers. Fixed income and credit also includes revenues from ICE Mortgage Services and ICE Bonds, which includes ICE BondPoint, TMC Bonds, LLC, or TMC Bonds, and ICE Credit Trade.

OTC ~~revenues also~~and Other Transactions: OTC and other transactions include revenues from ~~BondPoint,~~ our OTC energy business and other trade confirmation services.

Other ~~Revenues~~

Revenues: Other revenues primarily include interest income on certain clearing margin deposits, regulatory penalties and fines, fees for use of our facilities, regulatory fees charged to member organizations of our U.S. securities exchanges, designated market maker service fees, exchange membership fees and agricultural grading and certification fees. The increase in other revenues for the ~~six months and~~ three months ended ~~June 30, 2018~~March 31, 2019 from the comparable ~~periods~~period in ~~2017,~~2018 is primarily due to increased interest income earned on certain clearing margin ~~deposits.~~deposits reflecting higher balances and increased interest rates as compared to the same prior year period.

Selected Operating Data

The following charts and table present trading activity in our futures and options markets by commodity type based on the total number of contracts traded, as well as futures and options rate per contract (in millions, except for percentages and rate per contract ~~amounts and YTD represents the six month periods ended June 30th)~~amounts):



Volume and ~~Rates~~Rate per Contract



	Three Months Ended March 31,
	2019		2018		Change
Number of contracts traded (in millions):
Energy futures and options	156		176		(12	)%
Agricultural and metals futures and options	27		28		(1	)
Financial futures and options	168		183		(8	)
Total	351		387		(9	)%

	Three Months Ended March 31,
	2019		2018		Change
Average Daily Volume of contracts traded (in thousands):
Energy futures and options	2,552		2,893		(12	)%
Agricultural and metals futures and options	449		455		(1	)
Financial futures and options	2,672		2,916		(8	)
Total	5,673		6,264		(9	)%

	Three Months Ended March 31,
	2019		2018		Change
Rate per contract:
Energy futures and options	$	1.47	$	1.33	11	%
Agricultural and metals futures and options	$	2.25	$	2.33	(3	)%
Financial futures and options	$	0.49	$	0.49	—	%

Six Months Ended
June 30, Three Months Ended June 30,
2018 2017 Change 2018 2017 Change
Number of contracts traded:
Energy futures and options

352
355
(1 )% 176
181
(3 )%
Agricultural and metals futures and options

58
52
14
30
27
15
Interest rates and other financial futures and options

369
357
3
186
179
4
Total 779
764
2 % 392
387
1 %

Rate per contract:
Energy futures and options

$ 1.38
$ 1.29
7 % $ 1.43
$ 1.28
11 %
Agricultural and metals futures and options

$ 2.38
$ 2.31
3 % $ 2.42
$ 2.32
4 %
Interest rates and other financial futures and options

$ 0.49
$ 0.46
6 % $ 0.49
$ 0.47
5 %

Open interest is the aggregate number of contracts (long or short) that clearing members hold either for their own account or on behalf of their clients. Open interest refers to the total number of contracts that are currently ~~"open,"~~“open,” – in other words, contracts that have been traded but not yet liquidated by either an offsetting trade, exercise, expiration or assignment. Open interest is also a measure of the future activity remaining to be closed out in terms of the number of contracts that members and their clients continue to hold in the particular contract and by the number of contracts held for each contract month listed by the exchange. The following charts and table present our quarter-end open interest for our futures and options contracts (in thousands, except for percentages):



Open Interest


	As of June 30,				As of March 31,
	2018	2017	Change		2019	2018	Change
Open interest — in thousands of contracts:
Energy futures and options	36,350	35,886	1	%	35,825	34,711	3	%
Agricultural and metals futures and options	3,690	3,359	10		3,957	3,997	(1	)
Interest rates and other financial futures and options	28,828	28,144	2
Financial futures and options					30,350	28,129	8
Total	68,868	67,389	2	%	70,132	66,837	5	%

The following charts and table present selected cash and equity options trading data (all trading volume below is

presented as average net daily trading volume, or ADV, and is single ~~counted and YTD represents the six-month periods ended June 30th)~~counted):


	Six Months Ended June 30,						Three Months Ended June 30,						Three Months Ended March 31,
	2018		2017		Change		2018		2017		Change		2019		2018		Change
Cash products (shares in millions):
NYSE cash equities (shares in millions):
NYSE listed (Tape A) issues:
Handled volume	1,151		1,144		1	%	1,109		1,161		(4	)%	1,226		1,196		3	%
Matched volume	1,142		1,134		1	%	1,100		1,151		(4	)%	1,213		1,186		2	%
Total NYSE listed consolidated volume	3,679		3,598		2	%	3,518		3,614		(3	)%	3,794		3,848		(1	)%
Share of total matched consolidated volume	31.0	%	31.5	%	(0.5 pts)		31.3	%	31.8	%	(0.6 pts)		32.0	%	30.8	%	1.1 pts
NYSE Arca, NYSE American and regional listed (Tape B) issues:
Handled volume	332		319		4	%	297		316		(6	)%	389		369		5	%
Matched volume	322		310		4	%	289		307		(6	)%	380		357		6	%
Total NYSE Arca, NYSE American and regional listed consolidated volume	1,365		1,319		3	%	1,208		1,255		(4	)%	1,419		1,530		(7	)%
Share of total matched consolidated volume	23.6	%	23.5	%	0.1 pts		23.9	%	24.5	%	(0.5 pts)		26.8	%	23.3	%	3.4 pts
Nasdaq listed (Tape C) issues:
Handled volume	175		148		18	%	178		151		18	%	272		171		59	%
Matched volume	165		138		19	%	168		141		19	%	257		161		60	%
Total Nasdaq listed consolidated volume	2,202		1,949		13	%	2,151		2,010		7	%	2,327		2,255		3	%
Share of total matched consolidated volume	7.5	%	7.1	%	0.4 pts		7.8	%	7.0	%	0.8 pts		11.1	%	7.2	%	3.9 pts
Total cash handled volume	1,658		1,611		3	%	1,584		1,628		(3	)%	1,886		1,736		9	%
Total cash market share matched	22.5	%	23.0	%	(0.6 pts)		22.6	%	23.2	%	(0.6 pts)		24.5	%	22.3	%	2.2 pts

Equity options (contracts in thousands):
NYSE equity options (contracts in thousands):
NYSE equity options volume	3,304		2,229		48	%	3,095		2,286		35	%	3,331		3,524		(5	)%
Total equity options volume	18,238		14,710		24	%	16,960		14,812		14	%	17,331		19,578		(11	)%
NYSE share of total equity options	18.1	%	15.2	%	3.0 pts		18.3	%	15.4	%	2.8 pts		19.2	%	18.0	%	1.2 pts

Revenue capture or rate per contract:
Cash products revenue capture (per 100 shares)	$0.053		$0.052		3	%	$0.053		$0.051		5	%
Cash equities rate per contract (per 100 shares)													$0.045		$0.053		(15	)%
Equity options rate per contract	$0.127		$0.167		(24	)%	$0.128		$0.157		(19	)%	$0.12		$0.13		(3	)%

Handled volume represents the total number of shares of equity securities, ETFs and crossing session activity internally matched on our exchanges or routed to and executed on an external market center. Matched volume represents the total number of shares of equity securities, ETFs and crossing session activity executed on our exchanges.

Transaction-Based Expenses

Our equities and equity options markets pay fees to the SEC pursuant to Section 31 of the ~~Securities Exchange Act of 1934, or the~~ Exchange Act. Section 31 fees are recorded on a gross basis as a component of transaction and clearing fee revenue. These Section 31 fees are ~~designed~~assessed to recover the government’s costs of supervising and regulating the securities markets and ~~securities professionals.~~professionals and are subject to change. We, in turn, collect corresponding activity assessment fees ~~which are included in transaction and clearing revenues in our consolidated statements of income,~~ from member organizations clearing or settling trades on the equities and options exchanges, and recognize these amounts in our transaction and clearing revenues when invoiced. The activity assessment fees are designed ~~so that they are~~to equal to the Section 31 ~~fees that are included in transaction-based expenses in our consolidated statements of income.~~fees. As a result, activity assessment fees and the corresponding Section 31 fees do not have an impact on our net ~~income. Activity assessment~~income, although the timing of payment by us may vary from collections. Section 31 fees ~~received~~were $69 million and $121 million for the three months ended March 31, 2019 and 2018, respectively. The fees we collect are included in cash at the time of receipt and ~~as required by law,~~we remit the ~~amount due~~amounts to the SEC semi-annually as required. The total amount is ~~remitted semi-annually~~included in accrued liabilities and ~~recorded~~was $70 million as ~~an accrued liability until paid. As~~ of ~~June 30, 2018, the accrued liability related to the un-remitted Section~~March 31, ~~fees was $209 million.~~2019.

We ~~also incur~~make liquidity payments ~~made~~ to cash and options trading customers, ~~and~~as well as routing charges made to other exchanges ~~that~~which are included in transaction-based expenses. We incur routing charges when we do not have the best bid or offer in the market for a security that a customer is trying to buy or sell on one of our securities exchanges. In that case, we route the customer’s order to the external market center that displays the best bid or offer. The external market center charges us a fee per share (denominated in tenths of a cent per share) for routing to its system. We record routing charges on a

gross basis as a component of transaction and clearing fee revenue.

Cash liquidity payments, routing and clearing fees were $244 million and $234 million for the three months ended March 31, 2019 and 2018, respectively.

Operating Expenses, Operating Income and Operating Margin

Our Trading and Clearing segment operating expenses increased ~~$28 million and~~ $21 million for the ~~six months and~~ three months ended ~~June 30, 2018, respectively,~~March 31, 2019, from the comparable ~~periods~~period in ~~2017.~~2018. See “- Consolidated Operating Expenses” below for a discussion of the significant changes in our operating expenses. Our Trading and Clearing segment operating income ~~increased $89 million and $38~~decreased $4 million for the ~~six months and~~ three months ended ~~June 30, 2018, respectively,~~March 31, 2019, from the comparable ~~periods~~period in ~~2017.~~2018. Trading and Clearing segment operating margins were 63% and 65% ~~and 63%~~ for ~~the six months ended June 30, 2018 and 2017, respectively, and 64% for both~~ the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017.~~respectively.

Our Trading and Clearing segment adjusted operating expenses were ~~$386~~$205 million and ~~$359 million for the six months ended June 30, 2018 and 2017, respectively. Our Trading and Clearing segment adjusted operating expenses were $195 million and $181~~$191 million for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively. Our Trading and Clearing segment adjusted operating income was ~~$819~~$408 million and ~~$729 million for the six months ended June 30, 2018 and 2017, respectively. Our Trading and Clearing segment adjusted operating income was $414 million and $369~~$405 million for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively. Our Trading and Clearing segment adjusted operating margins were ~~68%~~67% and ~~67% for the six months ended June 30, 2018 and 2017, respectively. Our Trading and Clearing segment adjusted operating margins were~~ 68% ~~and 67%~~ for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively. See “- Non-GAAP Financial Measures” below.

Data and Listings Segment

The following charts and table present our selected statements of income data for our Data and Listings segment (dollars in ~~millions and YTD represents the six-month periods ended June 30th)~~millions):


	Six Months Ended June 30,						Three Months Ended June 30,						Three Months Ended March 31,
	2018		2017		Change		2018		2017		Change		2019		2018		Change
Revenues:
Pricing and analytics	$	516	$	480	7	%	$	262	$	242	8	%	$	266	$	254	5	%
Exchange data	287		280		3		144		142		1
Exchange data and feeds													176		164		7
Desktops and connectivity	243		281		(14	)	120		137		(12	)	104		102		2
Data services	1,046		1,041		—		526		521		1		546		520		5
Listings	220		217		1		111		109		2		111		109		2
Revenues	1,266		1,258		1		637		630		1		657		629		4
Other operating expenses	537		557		(4	)	269		274		(1	)	277		268		3
Acquisition-related transaction and integration costs	25		23		5		13		9		33		—		12		n/a
Depreciation and amortization	179		178		1		91		91		1		100		88		14
Operating expenses	741		758		(2	)	373		374		—		377		368		3
Operating income	$	525	$	500	5	%	$	264	$	256	3	%	$	280	$	261	7	%

Data Services Revenues

Our Data and Listings segment represents subscription-based, or recurring, revenues from data services and listings services offered across our trading and clearing businesses and ICE Data Services. Through ICE Data Services, we generate revenues from a range of global financial and commodity markets, including pricing and reference data, exchange data, analytics, feeds, index services, desktops and connectivity solutions. Through NYSE, NYSE American and NYSE Arca, we generate listings revenue related to the provision of listings services for public companies and ETFs, and related corporate actions for listed companies.

For the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018, 7% and ~~2017,~~ 8% ~~and 10%~~, respectively, of our Data and Listings segment revenues ~~were billed in pounds sterling or euros and for the three months ended June 30, 2018 and 2017, 8% and 10%, respectively,~~ were billed in pounds sterling or euros (all relating to our data services revenues). As the pound sterling or euro exchange rate changes, the U.S. equivalent of revenues denominated in foreign currencies changes accordingly. Due to ~~the weakening of~~fluctuations in the U.S. dollar compared to the pound sterling and euro, our Data and Listings segment revenues were $9$4 million ~~higher~~lower for the ~~six~~three months ended ~~June 30, 2018,~~March 31, 2019, from the comparable period in ~~2017~~2018.

Our data services revenues are primarily subscription-based and ~~$3 million higher~~increased 5% for the three months ended ~~June 30, 2018,~~March 31, 2019, from the comparable period in ~~2017.~~

~~Data Services Revenues~~

Our pricing and analytics services consist of an extensive set of independent continuous and end-of-day evaluated pricing services focused primarily on fixed income and international equity securities, valuation services, reference data, and multi-asset class portfolio and risk management analytics. We also serve as an administrator of regulated benchmarks. Our index services offer a range of products across fixed income, energy, equities, ETFs and other asset classes to provide the methodology, pricing and licensing of indices and benchmarks.

~~Our exchange data~~2018. The increase in revenues primarily represent subscription fees for the provision of our market data that is created from activity on our exchanges, which is driven by the products and technology we develop to deliver real-time views of markets and related information. In our derivatives markets, exchange data revenues relate to subscription fees charged for customer and license access from third party data vendors, or quote vendors, and from end users, as well as view-only data access, direct access services, terminal access, daily indices, forward curves, and end-of-day reports.

We also earn exchange data revenues relating to our cash equity and options markets, and related data services. We collect cash trading market data fees principally for consortium-based data products and, to a lesser extent, for NYSE proprietary data products. Consortium-based data fees are determined by the securities industry plans and are charged to vendors based on their redistribution of data. Consortium-based data revenues (net of administrative costs) are distributed to participating securities markets on the basis of a formula set by the SEC under Regulation National Market System, or Regulation NMS. Last trade prices and quotes in NYSE-listed, NYSE American-listed, and NYSE Arca-listed securities are disseminated through “Tape A” and “Tape B,” which constitute the majority of our revenues from consortium-based market data revenues.

Our desktops and connectivity services comprise technology-based information platforms, feeds and connectivity solutions. These include trading applications, desktop solutions, data feeds and infrastructure to support trading, voice brokers and investment functions through our ICE Global Network. Our desktop and web-based applications deliver real-time market information, analytical and decision support tools to support trading and investment decisions. Through our consolidated feeds, clients receive market data from global exchanges, trading venues, news and data sources for exchange-traded and OTC markets. Our connectivity service, ICE Global Network, offers clients a secure, resilient, private multi-participant network that provides access to global exchanges and content service providers. Our infrastructure managed services solution also offers colocation space, direct exchange access, proximity hosting and support services that enable access to real-time exchange data, and facilitates low latency, secure electronic market access.

~~Our data services revenues were flat for the six months ended June 30, 2018 and increased 1%~~ for the three months ended ~~June 30, 2018, respectively, from the comparable periods in 2017,~~March 31, 2019 was primarily due to the strong retention rate of existing customers, the addition of new customers, increased purchases by existing customers and increases in pricing of our ~~acquisitions of TMX Atrium~~products.

Pricing and Analytics: Our pricing and analytics revenues increased 5% for the three months ended March 31, 2019, from the comparable period in ~~May 2017 and Bank of America Merrill Lynch, or BofAML’s, Global Research Division’s index business~~2018. The increase in ~~October 2017 and the impact of foreign currency translation. These increases were offset~~revenue was driven by the ~~divestitures~~strong retention rate of ~~IDMS~~existing customers, the addition of new customers, increased purchases by existing customers and increases in pricing of our products.

Exchange Data and Feeds: Our exchange data and feeds revenues increased 7% for the three months ended March ~~2017~~31, 2019, from the comparable period in 2018. The increase in revenue was driven by the strong retention rate of existing customers, the addition of new customers, increased purchases by existing customers and ~~Trayport in December 2017 in our~~a larger share of the NMS Plan revenue.

Desktops and Connectivity: Our desktop and connectivity ~~business.~~revenues increased 2% for the three months ended March 31, 2019, from the comparable period in 2018 driven primarily by the addition of our July 2018 acquisition of TMC Bonds and increases in pricing of our products.

~~Annual Subscription Value (ASV)~~

Annual Subscription Value, or ASV, represents, at a point in time, the data services revenues subscribed for the succeeding ~~twelve~~12 months. ASV does not include new sales, contract terminations or price changes that may occur during that ~~twelve-month~~12-month period. ASV also does not include certain data services revenue streams that are not subscription-based. Revenue from ASV businesses has historically represented approximately 90% of our data revenues. Organic ASV is adjusted for acquisitions, divestitures or discontinued businesses to provide an organic view of comparable performance on a year-over-year basis at the beginning of the quarter, and is calculated using the current spot rate. Prior period comparisons have been adjusted to use the current period spot rates for both the pound sterling and the euro. Thus, while it is an indicative forward-looking metric, it does not provide a growth forecast of the next ~~twelve~~12 months of data services revenues.

As of ~~June 30, 2018,~~March 31, 2019, ASV was ~~$1.883 billion. Organic ASV was $1.846~~$1.979 billion, which increased ~~6.3%~~5.6% compared to the ~~organic~~ ASV as of ~~June 30, 2017. Underpinning this growth is strength in both our pricing and analytics business and our connectivity services.~~March 31, 2018. This does not adjust for year-over-year foreign exchange fluctuations or impacts of acquisitions.

Listings Revenues

~~We recognize listings~~Listings revenues in our securities markets arise from fees applicable to companies listed on our cash equities exchanges –— original listing fees and annual listing fees. Original listing fees consist of two components: initial listing fees and fees related to corporate actions. Initial listing fees, subject to a minimum and maximum amount, are based on the number of shares that a company initially lists. All listings fees are billed upfront and the identified performance obligations are satisfied over time. ~~Upon our January 1, 2018 adoption of the ASC 606 accounting framework, revenue~~Revenue related to the investor relations performance obligation is recognized ratably over a two-year period, with the remaining revenue recognized ratably over time as customers continue to list on our exchanges, which is generally estimated to be over a period of up to nine years for NYSE and up to five years for NYSE Arca and NYSE American.

In addition, we earn corporate actions-related listing fees in connection with actions involving the issuance of new shares, such as stock splits, rights issues and sales of additional securities, as well as mergers and acquisitions. Listings fees related to other corporate actions are considered contract modifications of our listing contracts and are recognized ratably over time as customers continue to list on our exchanges, which is generally estimated to be a period of six years for NYSE and three years for NYSE Arca and NYSE American.

Our listings revenues increased 2% for the three months ended March 31, 2019, from the comparable period in 2018 due to changes in market conditions for IPOs.

Operating Expenses, Operating Income and Operating Margin

Our Data and Listings segment operating expenses ~~decreased $17 million and $1~~increased $9 million for the ~~six months and~~ three months ended ~~June 30, 2018, respectively,~~March 31, 2019, from the comparable ~~periods~~period in ~~2017.~~2018. See “- Consolidated Operating Expenses” below for a discussion of the significant changes in our operating expenses. Our Data and Listings segment operating income increased ~~$25~~

~~million and $8~~$19 million for the ~~six months and~~ three months ended ~~June 30, 2018, respectively,~~March 31, 2019 from the comparable ~~periods~~period in ~~2017.~~2018. Our Data and Listings segment operating margins were 43% and 42% ~~and 40%~~ for ~~the six months ended June 30, 2018 and 2017, respectively, and 41% for both~~ the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017.~~respectively. The operating income and operating margin increases were driven by the revenue increases discussed above.

Our Data and Listings segment adjusted operating expenses were ~~$611~~$323 million and ~~$628 million for the six months ended June 30, 2018 and 2017, respectively, and $308 million and $309~~$303 million for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively. Our Data and Listings segment adjusted operating income was ~~$655~~$334 million and ~~$630 million for the six months ended June 30, 2018 and 2017, respectively, and $329 million and $321~~$326 million for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively. Our Data and Listings segment adjusted operating margins were ~~52%~~51% and ~~50% for the six months ended June 30, 2018 and 2017, respectively, and~~ 52% ~~and 51%~~ for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively. See “-“— Non-GAAP Financial Measures” below.

Consolidated Operating Expenses

The following ~~chart and table present~~presents our consolidated operating expenses (dollars in ~~millions and YTD represents the six-month~~

~~periods ended June 30th)~~millions):


	Six Months Ended June 30,						Three Months Ended June 30,						Three Months Ended March 31,
	2018		2017		Change		2018		2017		Change		2019		2018		Change
Compensation and benefits	$	481	$	483	—	%	$	241	$	236	2	%	$	248	$	240	3	%
Professional services	59		64		(8	)	29		32		(6	)	33		30		13
Acquisition-related transaction and integration costs	27		23		16		15		9		56		—		12		n/a
Technology and communication	213		195		9		108		97		10		107		105		1
Rent and occupancy	33		35		(5	)	16		17		(3	)	17		17		5
Selling, general and administrative	72		79		(9	)	39		38		3		42		33		24
Depreciation and amortization	281		276		2		143		142		1		158		138		15
Total operating expenses	$	1,166	$	1,155	1	%	$	591	$	571	4	%	$	605	$	575	5	%

The majority of our operating expenses do not vary directly with changes in our volume and revenues, except for certain technology and communication expenses, including data acquisition costs, and a portion of our compensation expense that is tied directly to our data sales or overall financial performance.

We expect our operating expenses to increase in absolute terms in future periods in connection with the growth of our business, and to vary from year-to-year based on the type and level of our acquisitions, our integrations and other investments.

For the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018, 12% and ~~2017, 13% and 15%~~14%, respectively, of our ~~consolidated~~ operating expenses were incurred in pounds sterling or ~~euros and 13% and 14%, respectively, for the three months ended June 30, 2018 and 2017 were billed in pounds sterling or~~ euros. ~~As the pound sterling or euro exchange rate changes, the U.S. equivalent of operating expenses denominated in foreign currencies changes accordingly.~~ Due to ~~the weakening of~~fluctuations in the U.S. dollar compared to the pound sterling and euro, our consolidated operating expenses ~~increased $14 million and~~decreased $5 million for the ~~six months ended and the~~ three months ended ~~June 30, 2018, respectively,~~March 31, 2019, from the comparable ~~periods~~period in ~~2017.~~2018. See Item 3 “-“— Quantitative and Qualitative Disclosures About Market Risk - Foreign Currency Exchange Rate Risk” below for additional ~~information~~information.

Compensation and Benefits Expenses

Compensation and benefits expense is our most significant operating expense and includes non-capitalized employee wages, bonuses, non-cash or stock compensation, certain severance costs, benefits and employer taxes. The bonus component of our compensation and benefits expense is based on both our financial performance and the ~~impact~~individual employee performance. The performance-based restricted stock compensation expense is also based on our financial performance. Therefore, our compensation and benefits expense will vary year-to-year based on our financial performance and fluctuations in the number of ~~currency fluctuations.~~employees.

As of ~~June 30, 2018,~~March 31, 2019, we had ~~4,867~~5,090 employees, ~~and~~compared to 4,879 as of ~~June 30, 2017, we had 5,128 employees.~~March 31, 2018. Our employee headcount ~~decreased~~increased over the last year primarily due to employee departures in connection with the divestiture of Trayport in December 2017, the divestiture of NYSE Governance Services in June 2017, and continued employee terminations associated with our integration of Interactive Data. These decreases in our employee headcount were partially offset by new employees related to the acquisitions of ~~BondPoint~~CHX and TMC Bonds in ~~January~~July 2018 ~~ICE NGX in December 2017, BofAML’s Global Research Division’s index business~~and MERS in October ~~2017~~2018. Our compensation and ~~TMX Atrium~~benefits expenses increased for the three months ended March 31, 2019, from the comparable period in ~~May 2017.~~ 2018 primarily due to new employees related to these acquisitions. We incurred employee severance and retention costs of $11 million and $9 million for the three months ended March 31, 2019 and 2018, respectively.

Non-cash compensation expenses recognized in our consolidated financial statements for employee stock options and restricted stock were ~~$61 million and $68~~$29 million for both the ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 and ~~2017, respectively,~~2018.

Professional Services Expenses

Professional services expense includes fees for consulting services received on strategic and ~~$32 million~~technology initiatives, temporary labor, as well as regulatory, legal and ~~$34 million~~accounting fees, and may fluctuate as a result of changes in consulting and technology services, temporary labor, and regulatory, accounting and legal proceedings.

Professional services expenses increased for the three months ended June 30, 2018 and 2017, respectively. We incurred non-acquisition related employee severance costs of $17 million and $8 million for the six months ended June 30, 2018 and 2017, respectively, and $8 million and $5 million for the three months ended June 30, 2018 and 2017, respectively.

~~Our compensation and benefits expenses decreased for the six months ended June 30, 2018,~~March 31, 2019, from the comparable period in ~~2017,~~2018 primarily due to legal fees associated with Brexit, regulatory and legal matters relating to the ~~net decrease~~NYSE markets, litigation matters including the class action lawsuits in ~~our employee headcount~~which the company is a defendant and ~~a decrease in non-cash compensation expense. Our compensation~~consulting work related to strategic initiatives.

Acquisition-Related Transaction and ~~benefits expenses increased~~Integration Costs

We did not incur any significant acquisition-related transaction and integrations costs during the three months ended ~~June 30,~~March 31, 2019. For the three months ended March 31, 2018, ~~from the comparable period~~we incurred $12 million in ~~2017 primarily due to non-acquisition related employee severance costs.~~

~~We incurred~~ acquisition-related transaction and integration costs, ~~of $27 million and $23 million during the six months ended June 30, 2018, and 2017 respectively, and $15 million and $9 million during the three months ended June 30, 2018 and 2017, respectively,~~ primarily relating to employee terminations and lease terminations in connection with our ~~integration~~integrations of Interactive Data, Securities Evaluations and Credit Market ~~Analysis. These integration costs are primarily related to employee termination, lease termination~~Analysis, and professional services ~~costs.~~costs from our 2018 acquisitions. The integration of Interactive Data was completed by June 30, 2018.

We expect to continue to explore and pursue various potential acquisitions and other strategic opportunities to strengthen our competitive position and support our growth. As a result, we may incur acquisition-related transaction costs in future periods. See “- Non-GAAP Financial Measures” below.

Technology and ~~communication~~Communication Expenses

Technology support services consist of costs for running our wholly-owned data centers, hosting costs paid to third-party data centers and maintenance of our computer hardware and software required to support our technology and cybersecurity. These costs are driven by system capacity, functionality and redundancy requirements. Communication expenses consist of costs for network connections for our electronic platforms, telecommunications costs, and fees paid for access to external market data. This expense also includes licensing and other fee agreement expenses which may be impacted by growth

in electronic contract volume, our capacity requirements, changes in the number of telecommunications hubs and connections with customers to access our electronic platforms directly.

Technology and communications expenses increased for the ~~six months and~~ three months ended ~~June 30, 2018,~~March 31, 2019, from the comparable ~~periods~~period in ~~2017,~~2018, primarily due to increased ~~hosting~~costs related to our 2018 acquisitions of CHX, TMC Bonds and MERS, and partially offset by lower revenue share agreements related to our product offering.

Rent and Occupancy Expenses

Rent and occupancy expense relates to leased and owned property and includes rent, maintenance, real estate taxes, utilities and other related costs. We have significant operations located in and around Atlanta, New York and London with smaller offices located throughout the world.

Rent and occupancy expenses increased for the three months ended March 31, 2019, from the comparable period in 2018 primarily due to increased costs related to our 2018 acquisitions of CHX, TMC Bonds and MERS.

Selling, General and Administrative Expenses

Selling, general and administrative expenses include marketing, advertising, public relations, insurance, bank service charges, dues and subscriptions, travel and entertainment, non-income taxes and other general and administrative costs.

Selling, general and administrative expenses ~~decreased~~increased for the ~~six~~three months ended ~~June 30, 2018,~~March 31, 2019, from the comparable period in ~~2017,~~2018, primarily due to ~~a $10 million accrual made during the six months ended June 30, 2017 relating~~costs related to ~~SEC investigations~~our 2018 acquisitions of CHX, TMC Bonds, and ~~inquiries. See Part II, Item 1 “- Legal Proceedings” below for additional information~~MERS, as well as travel and entertainment, non-income taxes and other general and administrative costs.

Depreciation and Amortization Expenses

Depreciation and amortization expense results from depreciation of long-lived assets such as buildings, leasehold improvements, planes, furniture, fixtures and equipment over their estimated useful lives. This expense includes amortization of intangible assets obtained in our acquisitions of businesses, as well as on ~~the accruals for these matters.~~various licensing agreements, over their estimated useful lives. Intangible assets subject to amortization consist primarily of customer relationships, trading products with finite lives and technology. This expense also includes amortization of internally-developed and purchased software over its estimated useful life.

We recorded amortization expenses on ~~the~~ intangible assets acquired as part of our acquisitions, as well as on other intangible assets, of ~~$142 million for both the six months ended June 30, 2018 and 2017, and $73~~$77 million and ~~$72~~$69 million for the three months ended ~~June 30,~~March 31, 2019 and 2018, respectively. Amortization expense increased for the three months ended March 31, 2019, from the comparable period in 2018, as a result of CHX, TMC Bonds and ~~2017, respectively.~~ MERS intangible assets.

We recorded depreciation expenses on our fixed assets of ~~$139~~$81 million and ~~$128 million for the six months ended June 30, 2018 and 2017, respectively, and $70 million and $64~~$69 million for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively. ~~Amortization expenses recorded~~Depreciation expense increased for the ~~six months and~~ three months ended June 30, 2018, include a $4 million impairment loss of exchange registration intangible assets related to our closure of ICE Futures Canada and ICE Clear Canada. Amortization expenses recorded for the six months and three months ended June 30, 2017 include a net loss of $6 million on the sale of NYSE Governance Services. Amortization expense recorded on our Russell license intangible assets decreased during the six months and three months ended June 30, 2018 from the same prior year periods because they became fully amortized. This decrease in amortization expense was partially offset by amortization expense on ICE NGX, BondPoint, BofAML Indices and TMX Atrium intangible assets. The increase in depreciation expense recorded during the six months and three months ended June 30, 2018,March 31, 2019, from the comparable period in ~~2017 is~~2018 primarily due to depreciation resulting from increased software ~~development.~~

development and networking equipment.

Consolidated Non-Operating Income (Expense)

Income and expenses incurred through activities outside of our core operations are considered non-operating. The following table presents our non-operating income (expenses) (dollars in millions):


	Six Months Ended June 30,								Three Months Ended June 30,								Three Months Ended March 31,
	2018			2017			Change		2018			2017			Change		2019			2018			Change
Other income (expense):
Interest income																	$	9		$	4		139	%
Interest expense	$	(107	)	$	(90	)	20	%	$	(55	)	$	(45	)	23	%	(71		)	(52		)	35
Other income, net	30			191			(84)		11			3			360		23			15			44
Total other income (expense), net	$	(77	)	$	101		n/a		$	(44	)	$	(42	)	3	%	$	(39	)	$	(33	)	19	%
Net income attributable to non-controlling interest	$	(17	)	$	(16	)	9	%	$	(7	)	$	(8	)	(10	)%	$	(8	)	$	(10	)	(15	)%

Interest Income

We recognized interest income on our investments of $9 million and $4 million for the three months ended March 31, 2019 and 2018, respectively. Interest income increased for the three months ended March 31, 2019, from the comparable period in 2018 primarily due to a rise in short-term interest rates on various investments.

Interest Expense

Interest expense increased for the ~~six months and~~ three months ended ~~June 30, 2018~~March 31, 2019, from the comparable ~~periods~~period in ~~2017,~~2018 primarily due to an increase in the principal and coupon of our bond refinancing in August 2018, as well as a rise in short-term interest rates impacting our Commercial Paper ~~Program, along with interest expense related to our bond refinancing in August 2017.~~Program.

~~We recognized equity~~Other income, relating to our ownership in MERS, and The Options Clearing Corporation, or OCC, in other income, which was $14 million and $13 million for the six months ended June 30, 2018 and 2017, respectively, and $10 million and $8 million for the three months ended June 30, 2018 and 2017, respectively. We account for these investments as equity investments.

In connection with Cetip’s merger with B3 on March 29, 2017, we recognized a $176 million realized investment gain in other income for the six months ended June 30, 2017 and we recognized $9 million in foreign exchange losses and transaction expenses in

other expense for the six months and three months ended June 30, 2017. We recognized dividend income received relating to our investment in Cetip in other income of $5 million for the six months ended June 30, 2017. We no longer receive any dividends from Cetip subsequent to its sale in the first quarter of 2017.net

In connection with our equity investment in Euroclear, we recognized dividend income of $15 million ~~for~~during the ~~six~~three months ended ~~June 30,~~March 31, 2018, which is included in other income. We did not receive a Euroclear dividend during the three months ended March 31, 2019. We expect to receive a Euroclear dividend during the three months ended December 31, 2019.

~~In connection with~~Our equity method investments include the OCC, and prior to purchasing the remaining minority stake in MERS in October 2018, our ~~adoption of ASU 2017-07, we are recognizing the other components of net benefit cost of our defined benefit plans~~majority investment in ~~the income statement outside of operating income on a full retrospective basis. The combined net periodic (expense) benefit of these plans was ($4 million)~~MERS. We recognized $27 million and $4 million ~~for the six months ended June 30, 2018 and 2017, respectively, and ($2 million) and $2 million~~in equity income related to these investments for the three months ended ~~June 30,~~March 31, 2019 and 2018, respectively, as other income.

Prior to October 2018, we owned a majority stake in MERS and ~~2017, respectively.~~treated it as an equity method investment because we did not have the ability to control its operations. On October 3, 2018, we completed the purchase of all remaining interests of MERS. On that date, we ceased recording equity income of MERS. MERS is now part of ICE Mortgage Services.

We own a 40% interest in the OCC, which is regulated by the SEC and the CFTC. On February 13, 2019, the SEC disapproved the OCC capital plan that was established in 2015. Following the SEC disapproval, the OCC also announced they will not be providing a refund to clearing members or declaring a dividend to shareholders for the year ended December 31, 2018, which resulted in higher reported OCC 2018 net income than we had estimated. During the three months ended March 31, 2019, we recognized $27 million of equity earnings as our share of estimated OCC profits, including $19 million related to 2018 earnings. Refer to Note 3 to our consolidated financial statements, included in this Form 10-Q/A for additional details on our OCC investment.

We incurred foreign currency transaction losses of $1$4 million for ~~both the six months ended June 30, 2018 and 2017, and $1 million for both~~ the three months ended ~~June 30, 2018~~March 31, 2019. This was primarily attributable to the fluctuations of the pound sterling and ~~2017.~~euro relative to the U.S. dollar. Foreign currency transaction gains or losses were flat for the three months ended March 31, 2018. Foreign currency gains and losses are recorded in other income, net, when the settlement of foreign currency assets, liabilities and payables that occur through our foreign operations that are received in non-functional currencies due to the increase or decrease in the period-end foreign currency exchange rates between periods. See Item 3 “- Quantitative and Qualitative Disclosures About Market Risk - Foreign Currency Exchange Rate Risk” included elsewhere in this Quarterly Report for more information on these items.

Non-controlling Interest

For consolidated subsidiaries in which our ownership is less than 100%, and for which we have control over the assets and liabilities and the management of the entity, the outside ~~stockholders’~~stockholders' interests are shown as non-controlling ~~interest in our consolidated financial statements. As of June 30, 2018, non-controlling interest includes~~interests. Non-controlling interests include those related to the operating results of our CDS clearing subsidiaries in which non-ICE limited partners hold a ~~29.9% net profit sharing interest in our CDS clearing subsidiaries. During June 2017, we purchased both N.V. Nederlandse Gasunie's 21% minority~~26.7% ownership interest as of March 31, 2019.

In December 2018, Bakkt Holdings, LLC, or Bakkt, was capitalized with $183 million in initial funding with ICE ~~Endex and ABN AMRO Clearing Bank N.V.’s 25%~~as the majority owner, along with a group of other minority ~~ownership interest~~investors. We hold a call option over these interests subject to certain terms. Similarly, the non-ICE partners in ~~ICE Clear Netherlands. Subsequent~~Bakkt hold a put option to ~~these acquisitions, we own 100% of ICE Endex and ICE Clear Netherlands and no longer include any~~require us to repurchase their interests subject to certain terms. These minority interests are reflected as redeemable non-controlling ~~interest amounts for ICE Endex and ICE Clear Netherlands~~interests in temporary equity within our consolidated ~~financial statements.~~

balance sheet.

Consolidated Income Tax Provision

Consolidated income tax expense was ~~$292~~$134 million and ~~$354 million for the six months ended June 30, 2018 and 2017, respectively, and $149 million and $140~~$143 million for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively. The change in consolidated income tax expense between periods is primarily due to the tax impact of changes in our pre-tax income and the changes in our effective tax rate each period. Our effective tax rate was ~~24%~~21% and ~~27% for the six months ended June 30, 2018 and 2017, respectively, and 24% and 25%~~23% for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively. The effective tax ~~rates~~rate for the ~~six months and~~ three months ended ~~June 30, 2018~~March 31, 2019 as compared to the same ~~periods~~period in ~~2017 were~~2018 was lower primarily due to ~~the~~ reduced ~~U.S. federal corporate income tax rate of 21%, enacted under the TCJA in December 2017 but effective January 1, 2018. That benefit was partially offset by additional~~ U.S. federal and state income taxes on ~~a portion of~~ our ~~foreign~~non-U.S. income ~~due to~~under certain international tax provisions enacted as part of the Tax Cuts and Jobs Act, or TCJA, ~~as well as~~and

deferred tax benefits ~~associated with~~related to state apportionment changes. The reduced U.S. federal and state income taxes are a ~~divestiture in the comparable periods in 2017.~~

~~We recorded our income tax provision based on~~result of clarifications provided by subsequent federal and state legislative or administrative guidance to those international provisions of the TCJA and related state provisions, as enacted as of June 30, 2018. Any potential federal or state administrative and/or legislative adjustments to certain provisions in the TCJA and related state provisions have not been taken into consideration.

provisions.

Quarterly Results of Operations

The following quarterly unaudited condensed consolidated statements of income data ~~have~~has been prepared on substantially the same basis as our audited consolidated financial statements and ~~include~~includes all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of our consolidated results of operations for the quarters presented. The historical results for any quarter do not necessarily indicate the results expected for any future period. The following table sets forth quarterly consolidated statements of income data (in millions):


	Three Months Ended,															Three Months Ended,
	June 30, 2018			March 31, 2018			December 31, 2017			September 30, 2017			June 30, 2017			March 31, 2019			December 31, 2018			September 30, 2018			June 30, 2018			March 31, 2018
Revenues:
Energy futures and options contracts	$	250		$	235		$	227		$	223		$	231		$	229		$	257		$	223		$	250		$	235
Agricultural and metals futures and options contracts	74			65			49			49			62			62			54			58			74			65
Interest rates and other financial futures and options contracts	94			91			72			82			89
Financial futures and options contracts																83			92			77			94			91
Cash equities and equity options	389			438			365			355			390			390			462			335			389			438
Fixed income and credit																87			83			56			45			56
OTC and other transactions	57			69			45			49			45			11			13			11			12			13
Total transaction and clearing, net	864			898			758			758			817			862			961			760			864			898
Pricing and analytics	262			254			248			242			242			266			264			263			262			254
Exchange data	144			143			140			136			142
Exchange data and feeds																176			174			168			164			164
Desktops and connectivity	120			123			137			140			137			104			101			99			100			102
Total data services	526			520			525			518			521			546			539			530			526			520
Listings	111			109			104			105			109			111			112			112			111			109
Other revenues	55			53			54			54			49			64			65			61			55			53
Total Revenues	1,556			1,580			1,441			1,435			1,496			1,583			1,677			1,463			1,556			1,580
Transaction-based expenses	310			355			295			289			316			313			369			263			310			355
Total revenues, less transaction-based expenses	1,246			1,225			1,146			1,146			1,180			1,270			1,308			1,200			1,246			1,225
Compensation and benefits	241			240			229			234			236			248			262			251			241			240
Professional services	29			30			27			30			32			33			40			32			29			30
Acquisition-related transaction and integration costs	15			12			9			4			9			—			1			6			15			12
Technology and communication	108			105			103			99			97			107			112			107			108			105
Rent and occupancy	16			17			17			17			17			17			18			17			16			17
Selling, general and administrative	39			33			38			38			38			42			42			37			39			33
Depreciation and amortization	143			138			131			128			142			158			157			148			143			138
Total operating expenses	591			575			554			550			571			605			632			598			591			575
Operating income	655			650			592			596			609			665			676			602			655			650
Other income (expense), net ⁽¹⁾	(44		)	(33		)	79			(33		)	(42		)	(39		)	62			(48		)	(44		)	(33		)
Income tax expense (benefit) ⁽²⁾	149			143			(568		)	186			140
Income tax expense (benefit)																134			119			89			149			143
Net income	$	462		$	474		$	1,239		$	377		$	427		$	492		$	619		$	465		$	462		$	474
Net income attributable to non-controlling interest	(7		)	(10		)	(6		)	(6		)	(8		)	(8		)	(8		)	(7		)	(7		)	(10		)
Net income attributable to ICE	$	455		$	464		$	1,233		$	371		$	419
Net income attributable to Intercontinental, Exchange, Inc.																$	484		$	611		$	458		$	455		$	464

⁽¹⁾Other income (expense), net for the three months ended December 31, ~~2017~~2018 includes a $110 million gain onin connection with our ~~sale~~acquisition of ~~Trayport. Other income (expense), net, for the three months ended June 30, 2017 includes $9 million in foreign tax losses and transaction expenses in relation to Cetip's merger with B3.~~MERS.

⁽²⁾~~The decrease in the income tax expenses for the three months ended December 31, 2017 is primarily due to a $764 million deferred tax benefit associated with future U.S. income tax reductions.~~

Liquidity and Capital Resources

Below are charts that reflect our capital allocation. The acquisition and integration costs in the chart below includes ~~both the~~ cash paid for ~~the~~ acquisitions, net of cash received for divestitures, cash paid for investments, cash paid for non-controlling interest and redeemable non-controlling interest, and the acquisition-related transaction and integration costs, net of divestitures, in each ~~period (YTD represents the six-month periods ended June 30th):~~period.

We have financed our operations, growth and cash needs primarily through income from operations and borrowings under our various debt facilities. Our principal capital requirements have been to fund capital expenditures, working capital, strategic acquisitions and investments, stock repurchases, dividends ~~to our stockholders~~ and the ~~continued~~ development of our technology ~~platforms that support our businesses.~~platforms. We believe that our cash on hand and cash flows from operations will be sufficient to repay our outstanding debt, but we may also need to incur additional debt or issue additional equity securities in the future. See “- Future Capital Requirements” below.

Our Commercial Paper Program enables us to borrow efficiently at reasonable short-term interest rates and provides us with the flexibility to de-lever using our strong annual cash flows from operating activities whenever our leverage becomes elevated as a result of investment or acquisition activities. ~~During the six months ended June 30, 2018, we used~~We had net ~~proceeds~~issuances of ~~$812~~$54 million ~~from notes issued~~ under our Commercial Paper Program ~~primarily to finance~~during the ~~acquisition of BondPoint, to purchase an additional 5.1% stake in Euroclear, and for general corporate purposes. See “- Debt” below.~~

~~See “- Recent Developments” above for a discussion of the acquisitions and investments that we made during and subsequent to the six~~three months ended ~~June 30, 2018. These cash acquisitions and investments were funded primarily from borrowing under our Commercial Paper Program along with cash flows from operations.~~March 31, 2019.

Upon maturity of ~~old issuances of~~our commercial paper and to the extent old issuances are not repaid by cash on hand, we are exposed to the rollover risk of not being able to issue new commercial paper. To mitigate ~~the rollover~~this risk, we maintain an undrawn back-stop bank revolving credit facility for an aggregate amount ~~equaling at any time~~which meets or exceeds the amount issued under our Commercial Paper ~~Program.~~Program at any time. If we were not able to issue new commercial paper, we have the option of drawing on the back-stop revolving facility. However, electing to do so would result in higher interest expense. ~~See~~For a discussion of our Commercial Paper Program and other indebtedness, see “- Debt” below.

Consolidated cash and cash equivalents were ~~$532~~$653 million and ~~$535~~$724 million as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017, respectively,~~2018, respectively. We had $1.2 billion and $1.1 billion in short-term and long-term restricted cash and cash equivalents ~~were $1.1 billion and $1.0 billion~~ as of ~~June 30, 2018~~

March 31, 2019 and December 31, ~~2017,~~2018, respectively. AsWe consider all short-term, highly-liquid investments with original maturity dates of ~~June 30, 2018, the amount~~three months or less to be cash equivalents. We classify all investments with original maturity dates in excess of three months but less than one year as short-term investments and all investments that we intend to hold for more than one year as long-term investments. Short-term and long-term investments are included in other current and other non-current assets, respectively. Cash and cash equivalents that are not available for general use, either due to regulatory requirements or through restrictions in specific agreements, are classified as restricted cash and cash equivalents and investments.

As of March 31, 2019, the amount of unrestricted cash held by our non-U.S. subsidiaries was ~~$306~~$241 million.

Our cash and cash equivalents and financial investments are managed as a global treasury portfolio of non-speculative financial instruments that are readily convertible into cash, such as overnight deposits, term deposits, money market funds, mutual funds for treasury investments, short duration fixed income investments and other money market instruments, thus ensuring high liquidity of financial assets. We may invest a portion of our cash in excess of short-term operating needs in investment-grade marketable debt securities, including government or government-sponsored agencies and corporate debt securities.

In September ~~2017,~~2018, our Board of Directors approved an aggregate of ~~$1.2~~$2.0 billion for future repurchases of our common stock with no fixed expiration date that became effective on January 1, ~~2018.~~2019. We expect this authorization to provide us with capacity for buybacks over six quarters and flexibility to act opportunistically. We expect funding for any ~~stock~~share repurchases to come from our operating cash flow or borrowings under our ~~debt facilities~~Commercial Paper Program or our ~~Commercial Paper Program. During~~debt facilities.

Repurchases of our common stock may be made from time to time on the ~~six~~open market, through established trading plans, in privately-negotiated transactions or otherwise, in accordance with all applicable securities laws, rules and regulations. For the three months ended ~~June 30, 2018,~~March 31, 2019, we repurchased ~~10,403,246~~5.9 million shares of our outstanding common stock at a cost of ~~$759~~$440 million, ~~excluding~~including 4.6 million shares ~~withheld upon vesting~~at a cost of ~~equity awards. These repurchases~~$340 million under our Rule 10b5-1 trading plan and 1.3 million shares at a cost of $100 million on the open market. For the three months ended March 31, 2018, we repurchased 4.1 million shares of our outstanding common stock at a cost of $300 million. The shares repurchased are held in treasury stock and were completed on the open market and under ~~our~~ Rule 10b5-1 trading ~~plan. As~~plans.

From time to time, we enter into Rule 10b5-1 trading plans, as authorized by our Board of ~~June 30, 2018,~~Directors, to govern some or all of the repurchases of our shares of common stock. The timing and extent of future repurchases that are not made pursuant to a Rule 10b5-1 trading plan will be at our discretion and will depend upon many conditions. In making a determination regarding any stock repurchases, management considers multiple factors, including overall stock market conditions, our common stock price movements, the remaining ~~board authorization permits~~amount authorized for repurchases by our Board of upDirectors, the potential impact of a stock repurchase program on our corporate debt ratings, our expected free cash flow and working capital needs, our current and future planned strategic growth initiatives and other potential uses of our cash and capital resources.

We may discontinue stock repurchases at any time and may amend or terminate a Rule 10b5-1 trading plan at any time. The approval of our Board of Directors for the share repurchases does not obligate us to ~~$441 million~~acquire any particular amount of our common stock. ~~Refer~~In addition, our Board of Directors may increase or decrease the amount of capacity we have for repurchases from time to ~~Note 8 to our consolidated financial statements and related notes, which are included elsewhere in this Quarterly Report, for more information on our stock repurchase program.~~time.

Cash ~~Flows~~Flow

The following ~~tables present~~table presents the major components of net ~~increases (decreases)~~changes in cash, cash equivalents, and restricted cash and cash equivalents (in millions):


	Six Months Ended June 30,						Three Months Ended March 31,
	2018			2017			2019			2018
Net cash provided by (used in):
Operating activities	$	1,236		$	1,099		$	654		$	573
Investing activities	(818		)	298			(40		)	(755		)
Financing activities	(301		)	(1,321		)	(596		)	270
Effect of exchange rate changes	(5		)	5			1			2
Net increase in cash, cash equivalents and restricted cash and cash equivalents	$	112		$	81		$	19		$	90

In the fourth quarter of 2017, we adopted ASU 2016-18, which requires us to show the changes in the total of cash, cash equivalents, restricted cash and cash equivalents in the statement of cash flows. As a result, we no longer present transfers between cash and cash equivalents and restricted cash and cash equivalents in the statement of cash flows. We have reclassified changes in restricted cash from cash flows provided by (used in) investing activities, to the total change in beginning and end-of-year total changes. Our statements of cash flows for the six months ended June 30, 2018 and 2017 reflect this change.

Operating Activities

Net cash provided by operating activities primarily consists of net income adjusted for certain non-cash items, including depreciation and amortization and the effects of changes in working capital.

The ~~$137~~$81 million increase in net cash provided by operating activities during the ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 as compared to the prior period in ~~2017~~2018 is primarily a result of the ~~increase in our operating income~~timing of various payments such as transaction-related expenses and ~~fluctuations in our working capital.~~taxes. In relation to tax payments, due to Hurricane Irma, the Internal Revenue Service allowed Georgia-based companies to defer their fourth quarter federal estimated payment from December 2017 to January 2018, which we elected to do.

Investing Activities

Consolidated net cash used in investing activities for the ~~six~~three months ended ~~June 30, 2018 and 2017~~March 31, 2019 primarily relates to ~~purchases~~$26 million of capital expenditures, $39 million of capitalized software development expenditures, and a $44 million return of capital related to our equity ~~investments,~~method investment in the OCC. Refer to Note 3 to our consolidated financial statements, included in this Form 10-Q/A for additional details on our OCC investment.

Consolidated net cash ~~proceeds from our sale of Cetip, cash paid~~used in investing activities for ~~acquisitions (net of cash received for divestitures) including~~the three months ended March 31, 2018 primarily relates to our January 2018 acquisition of BondPoint for $400 million, ~~and increases in our capital expenditures and capitalized software development costs. See “- Recent Developments” above. We received net cash proceeds from~~ the ~~sale~~purchase of ~~Cetip of $438 million during the six months ended June 30, 2017.~~

~~We purchased~~ an additional 5.1% stake in Euroclear for €246 million in cash ($304 million), $14 million ~~based on a euro/U.S. dollar exchange rate at February 21, 2018). We received cash from the divestitures~~ of ~~IDMS and NYSE Governance Services, net of the cash paid for the NYSE National and TMX Atrium acquisitions, of $10 million for the six months ended June 30, 2017. We had~~ capital expenditures ~~of $33~~and $37 million ~~and $81 million for the six months ended June 30, 2018 and 2017, respectively, and we had~~of capitalized software development ~~expenditures of $75 million and $69 million for the six months ended June 30, 2018 and 2017, respectively.~~ expenditures.

The capital expenditures primarily relate to ~~hardware/~~hardware and software purchases to continue the development and expansion of our electronic platforms, data services and clearing houses, and leasehold improvements associated with the new and renovated office spaces in Atlanta, New York and London. The software development expenditures primarily relate to the continued development and expansion of our electronic trading platforms, data services and clearing houses.

Financing Activities

Consolidated net cash used in financing activities for the ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 primarily relates to ~~$759~~$440 million in repurchases of common stock, ~~$279~~$54 million in net borrowings under our Commercial Paper Program, $157 million in dividend payments to ~~our~~ stockholders and ~~$76~~$57 million in cash payments related to treasury shares received for restricted stock tax payments and stock options ~~exercises, partially offset~~exercises.

Consolidated net cash provided by ~~$812~~financing activities for the three months ended March 31, 2018 primarily relates to $789 million in net borrowings under our Commercial Paper Program, ~~See “- Debt” below.~~

~~Consolidated net cash used in financing activities for the six months ended June 30, 2017 primarily relates to $469 million in net repayments under our Commercial Paper Program, $469~~partially offset by $300 million in repurchases of common stock, ~~$239~~$140 million in dividend payments to our stockholders, and ~~$81~~$72 million in cash payments related to treasury shares received for restricted stock tax payments and stock options exercises.

Debt

Our total debt, including short-term and long-term debt, consisted of the following ~~as of June 30, 2018 and December 31, 2017~~ (in millions):


	As of June 30, 2018		As of December 31, 2017		As of March 31, 2019		As of December 31, 2018
Debt:
Short-term debt:
Commercial Paper	$	2,045	$	1,233	$	1,005	$	951
2018 Senior Notes (2.50% senior unsecured notes due October 15, 2018)	600		600
Total short-term debt	2,645		1,833		1,005		951
Long-term debt:
2020 Senior Notes (2.75% senior unsecured notes due December 1, 2020)	1,245		1,244		1,247		1,246
2022 Senior Notes (2.35% senior unsecured notes due September 15, 2022)	496		495		496		496
2023 Senior Notes (3.45% senior unsecured notes due September 21, 2023)					397		397
2023 Senior Notes (4.00% senior unsecured notes due October 15, 2023)	792		791		793		793
2025 Senior Notes (3.75% senior unsecured notes due December 1, 2025)	1,243		1,242		1,243		1,243
2027 Senior Notes (3.10% senior unsecured notes due September 15, 2027)	495		495		496		496
2028 Senior Notes (3.75% senior unsecured notes due September 21, 2028)					592		591
2048 Senior Notes (4.25% senior unsecured notes due September 21, 2048)					1,228		1,228
Total long-term debt	4,271		4,267		6,492		6,490
Total debt	$	6,916	$	6,100	$	7,497	$	7,441

Credit Facility

We have a $3.4 billion senior unsecured revolving credit facility, or the Credit Facility with a maturity date of August 18, 2022, pursuant to a credit agreement with Wells Fargo Bank, N.A., as primary administrative agent, issuing lender and swing-line lender, Bank of America, N.A., as syndication agent, backup administrative agent and swing-line lender, and the lenders party thereto.9, 2023. The Credit Facility includes an option for us to propose an increase in the aggregate amount available for borrowing by up to $975 million, subject to the consent of the lenders funding the increase and certain other conditions. No amounts were outstanding under the Credit Facility as of ~~June 30, 2018.~~ March 31, 2019.

Commercial Paper Program

~~2018 Senior Notes~~

~~We have $600 million of 2.50% senior unsecured notes due in October 2018~~Committed Repo and we currently plan to fund the redemption of these notes with the issuance of new senior term notes. However, if we are unable to issue new senior term notes or to do so on favorable terms, then we would fund the redemption of the notes under the Commercial Paper Program or with the unused amount available under the Credit Facility or cash flows from operations, or a combination of these sources.

Committed ~~Contingent Liquidity~~FX Facilities

To provide a tool to address the liquidity needs of our clearing houses and manage the liquidation of margin and guaranty fund deposits held in the form of cash and high quality sovereign debt, ICE Clear Europe, ICE Clear Credit and ICE Clear ~~U.S.~~US have entered into Committed Repurchase Agreement Facilities, or Committed Repo. Additionally, ICE Clear Credit ~~has~~and ICE Clear Netherlands have entered into Committed FX Facilities to support these liquidity needs. As of ~~June 30, 2018~~March 31, 2019 the following facilities were in place:

ICE Clear Europe: ~~$1.05~~$1.0 billion in Committed Repo to finance U.S. dollar, euro and pound sterling deposits.


~~ICE Clear Credit:~~	$300 million in Committed Repo to finance U.S. dollar and euro deposits, €250 million in Committed Repo to finance euro deposits, and €1.9 billion in Committed FX Facilities to finance euro payment obligations.

ICE Clear ~~U.S.: $250~~Credit: $300 million in Committed Repo to finance U.S. dollar ~~deposits.~~

~~ICE NGX maintains a guaranty fund utilizing a $100 million letter of credit that has been entered into with a major Canadian chartered bank~~ and backed by a default insurance policy underwritten by EDC, a Canadian government agency. In the event of a participant default, where a participant’s collateral becomes depleted, any remaining shortfall would be covered by a draw down on the letter of credit following which ICE NGX would pay the first $15euro deposits, €250 million in ~~losses per its deductible~~Committed Repo to finance euro deposits, and ~~recover additional losses under the insurance policy up~~€1.9 billion in Committed FX Facilities to ~~$100 million. Because it is not our policy~~finance euro payment obligations.

ICE Clear US: $250 million in Committed Repo to ~~guaranty credit facilities of our clearing houses which maintain contingent liquidity facilities secured by high quality liquid assets, during the six months ended June 30, 2018, we eliminated a $100~~finance U.S. dollar deposits.

ICE Clear Netherlands: €10 million ~~guaranty that we had previously provided ICE NGX.~~in Committed FX Facilities to finance euro payment obligations.

Future Capital Requirements

Our future capital requirements will depend on many factors, including the rate of growth across our Trading and Clearing and Data and Listings segments, strategic plans and acquisitions, available sources for financing activities, required and discretionary technology and clearing initiatives, regulatory requirements, the timing and introduction of new products and enhancements to existing products, the geographic mix of our business and potential stock repurchases.

We currently expect to ~~make aggregate~~incur capital expenditures (including operational and real estate capital expenditures) and to incur ~~capitalized~~ software development costs that are eligible for capitalization ranging in the aggregate between ~~$300~~$290 million and ~~$330~~$320 million ~~for the year ended December 31, 2018,~~in 2019, which we believe will support the enhancement of our technology, business integration and the continued growth of our businesses.

Effective January 1, 2019, our Board of Directors approved an aggregate of $2.0 billion for repurchases of our common stock with no fixed expiration date. We expect this authorization to provide us with capacity for buybacks over six quarters and flexibility to act opportunistically. As of March 31, 2019, we had $1.6 billion authorized for future repurchases of our common stock. Refer to Note 9 to our consolidated financial statements, included in this Form 10-Q/A for additional details on our stock repurchase plan.

Our Board of Directors has adopted a quarterly dividend ~~declaration~~ policy providing that ~~the declaration of any~~ dividends will be approved quarterly by the ~~Board of Directors~~board or ~~the~~its Audit Committee ~~of the Board of Directors~~ taking into account factors such ~~factors~~ as our evolving business model, prevailing business conditions and our financial results and capital requirements, without a predetermined ~~annual~~ net income payout ratio. During the ~~second~~first quarter of ~~2018,~~2019, we paid a quarterly dividend of ~~$0.24~~$0.275 per share of our common stock for an aggregate payout of ~~$139 million.~~$157 million, which includes the payment of dividend equivalents on unvested employee restricted stock units. On ~~August~~May 2, ~~2018,~~2019, we announced a ~~$0.24~~$0.275 per share dividend for the ~~third~~second quarter of ~~2018~~2019 with the dividend payable on ~~September~~June 28, ~~2018~~2019 to stockholders of record as of ~~September 13, 2018.~~June 14, 2019.

As of ~~June 30, 2018,~~March 31, 2019, we had ~~$6.9~~$7.5 billion in outstanding debt. We currently also have a $3.4 billion Credit ~~Facility. After factoring in the $2.0~~Facility, of which $2.3 billion ~~required to backstop our Commercial Paper Program and the $105 million required to support certain broker-dealer subsidiary commitments as of June 30, 2018, $1.3 billion of our Credit Facility~~ is ~~currently~~ available for general corporate purposes. Other than the facilities discussed above for ~~our clearing houses,~~the ICE Clearing Houses, the Credit Facility and our Commercial Paper Program are currently the only significant agreements or arrangements that we have ~~with third parties~~ for liquidity and capital ~~resources.~~resources with third parties. In the event of any strategic acquisitions, mergers or investments, or if we are required to raise capital for any reason or desire to return capital to our stockholders, we may incur additional debt, issue additional equity to raise necessary funds, repurchase additional shares of our common stock or pay a dividend. However, we cannot provide assurance that such financing or transactions will be available or successful, or that the terms of such financing or transactions will be favorable to us. As described above, we have $600 million of senior notes due in October 2018 and we currently plan to fund the redemption of these notes in the near term with the issuance of new senior term notes. We also expect to raise sufficient proceeds from the new senior term notes to refinance the majority of our issuances under our Commercial Paper Program that resulted from acquisitions and investments in the last year. See "- Recent Developments," above. However, if we are unable to issue new senior term notes or to do so on favorable terms, then we would fund the redemption of the notes under the Commercial Paper Program or with the unused amount available under the Credit Facility or cash flows from operations, or a combination of these sources. See “- Debt” above.

Non-GAAP Financial Measures

We use ~~non-GAAP~~certain financial measures internally to evaluate our performance and ~~in making~~make financial and operational ~~decisions. When viewed~~decisions that are presented in ~~conjunction with~~a manner that adjusts from their equivalent GAAP measures or that supplement the information provided by our GAAP results and the accompanying reconciliation, we believe that our presentation of these measures provides investors with greater transparency and a greater understanding of factors affecting our financial condition and results of operations than GAAP measures alone. In addition, we believe the presentation of these measures is useful to investors for period-to-period comparison of results because the items described below as adjustments to GAAP are not reflective of our core business performance. These financial measures are not in accordance with, or an alternative to, GAAP financial measures and may be different from non-GAAP measures used by other companies.measures. We use these adjusted results because we believe they more clearly highlight trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures, since these measures eliminate from our results specific financial items that have less bearing on our core operating performance.

We ~~strongly recommend~~use these measures in communicating certain aspects of our results and performance, including in this Quarterly Report, and believe that these measures, when viewed in conjunction with our GAAP results and the accompanying reconciliation, can provide investors with greater transparency and a greater understanding of factors affecting our financial condition and results of operations than GAAP measures alone. In addition, we believe the presentation of these measures is useful to investors for making period-to-period comparisons of results because the adjustments to GAAP are not reflective of our core business performance.

These financial measures are not presented in accordance with, or as an alternative to, GAAP financial measures and may be different from non-GAAP measures used by other companies. We encourage investors to review the GAAP financial measures included in this Quarterly Report, including our consolidated financial statements, to aid in their analysis and ~~the notes thereto.~~understanding of our performance and in making comparisons.

~~Adjusted~~The table below outlines our adjusted operating expenses, adjusted operating income, adjusted operating margin, adjusted net income attributable to ICE common stockholders and adjusted earnings per share, ~~for the periods presented below~~which are non-GAAP measures that are calculated by ~~adding or subtracting the~~making adjustments ~~described below, which are~~for items we view as not reflective of our cash operations and core business ~~performance,~~performance. These measures, including the adjustments and their related income tax effect and other tax adjustments (in millions, except for percentages and per share amounts):, are as follows:

Trading and Clearing Segment Data and Listings Segment Consolidated
Six Months Ended
June 30, Six Months Ended
June 30, Six Months Ended
June 30,
2018 2017 2018 2017 2018 2017
Total revenues, less transaction-based expenses $ 1,205
$ 1,088
$ 1,266
$ 1,258
$ 2,471
$ 2,346
Operating expenses 425
397
741
758
$ 1,166
$ 1,155
Less: Interactive Data transaction and integration costs —
—
24
20
24
20
Less: Amortization of acquisition-related intangibles 31
28
106
104
137
132
Less: Impairment of exchange registration intangible assets on closure of ICE Futures Canada and ICE Clear Canada 4
—
—
—
4
—
Less: Impairment on divestiture of NYSE Governance Services —
—
—
6
—
6
Less: Accruals relating to investigations and inquiries —
10
—
—
—
10
Less: Employee severance costs related to ICE Futures Canada and ICE Clear Canada operations 4
—
—
—
4
—
Adjusted operating expenses $ 386
$ 359
$ 611
$ 628
$ 997
$ 987
Operating income $ 780
$ 691
$ 525
$ 500
$ 1,305
$ 1,191
Adjusted operating income $ 819
$ 729
$ 655
$ 630
$ 1,474
$ 1,359
Operating margin 65 % 63 % 42 % 40 % 53 % 51 %
Adjusted operating margin 68 % 67 % 52 % 50 % 60 % 58 %

Net income attributable to ICE common stockholders $ 919
$ 922
Add: Interactive Data transaction and integration costs 24
20
Add: Adjustment to reduce net gain on Trayport divestiture 1
—
Add: Amortization of acquisition-related intangibles 137
132
Add: Impairment of exchange registration intangible assets on closure of ICE Futures Canada and ICE Clear Canada 4
—
Add: Employee severance costs related to ICE Futures Canada and ICE Clear Canada operations 4
—
Add: Impairment on divestiture of NYSE Governance Services —
6
Add: Accruals relating to investigations and inquiries —
10
Less: Cetip investment gain —
(176 )
Add: Foreign exchange loss and transaction expenses on sale of Cetip —
9
Less: Income tax effect for the above items (44 ) (32 )
Add: Deferred tax adjustment on acquisition-related intangibles 5
—
Adjusted net income attributable to ICE common stockholders $ 1,050
$ 891

Basic earnings per share attributable to ICE common stockholders $ 1.59
$ 1.56
Diluted earnings per share attributable to ICE common stockholders $ 1.58
$ 1.55

Adjusted basic earnings per share attributable to ICE common stockholders $ 1.81
$ 1.50
Adjusted diluted earnings per share attributable to ICE common stockholders $ 1.80
$ 1.49


	Trading and Clearing Segment						Data and Listings Segment						Consolidated						Trading and Clearing Segment						Data and Listings Segment						Consolidated
	Three Months Ended June 30,						Three Months Ended June 30,						Three Months Ended June 30,						Three Months Ended March 31,						Three Months Ended March 31,						Three Months Ended March 31,
	2018			2017			2018			2017			2018			2017			2019			2018			2019			2018			2019			2018
Total revenues, less transaction-based expenses	$	609		$	550		$	637		$	630		$	1,246		$	1,180		$	613		$	596		$	657		$	629		$	1,270		$	1,225
Operating expenses	218			197			373			374			$	591		$	571		228			207			377			368			$	605		$	575
Less: Interactive Data transaction and integration costs	—			—			12			8			12			8
Less: Interactive Data integration costs																			—			—			—			12			—			12
Less: Amortization of acquisition-related intangibles	15			16			53			51			68			67			23			16			54			53			77			69
Less: Impairment of exchange registration intangible assets on closure of ICE Futures Canada and ICE Clear Canada	4			—			—			—			4			—
Less: Impairment on divestiture of NYSE Governance Services	—			—			—			6			—			6
Less: Employee severance costs related to ICE Futures Canada and ICE Clear Canada operations	4			—			—			—			4			—
Adjusted operating expenses	$	195		$	181		$	308		$	309		$	503		$	490		$	205		$	191		$	323		$	303		$	528		$	494
Operating income	$	391		$	353		$	264		$	256		$	655		$	609		$	385		$	389		$	280		$	261		$	665		$	650
Adjusted operating income	$	414		$	369		$	329		$	321		$	743		$	690		$	408		$	405		$	334		$	326		$	742		$	731
Operating margin	64		%	64		%	41		%	41		%	53		%	52		%	63		%	65		%	43		%	42		%	52		%	53		%
Adjusted operating margin	68		%	67		%	52		%	51		%	60		%	58		%	67		%	68		%	51		%	52		%	58		%	60		%

Net income attributable to ICE common stockholders													$	455		$	419														$	484		$	464
Add: Interactive Data transaction and integration costs													12			8
Add: Interactive Data integration costs																															—			12
Add: Amortization of acquisition-related intangibles													68			67															77			69
Add: Impairment of exchange registration intangible assets on closure of ICE Futures Canada and ICE Clear Canada													4			—
Add: Employee severance costs related to ICE Futures Canada and ICE Clear Canada operations													4			—
Add: Impairment on divestiture of NYSE Governance Services													—			6
Add: Foreign exchange loss and transaction expenses on sale of Cetip													—			9
Add: Adjustment to reduce net gain on Trayport divestiture																															—			1
Less: Income tax effect for the above items													(23		)	(60		)													(20		)	(21		)
Add: Deferred tax adjustment on acquisition-related intangibles													5			—
Less: Deferred tax adjustments on acquisition-related intangibles																															(17		)	—
Add: Other tax adjustments																															3			—
Adjusted net income attributable to ICE common stockholders													$	525		$	449														$	527		$	525

Basic earnings per share attributable to ICE common stockholders													$	0.79		$	0.71														$	0.85		$	0.80
Diluted earnings per share attributable to ICE common stockholders													$	0.78		$	0.71														$	0.85		$	0.79

Adjusted basic earnings per share attributable to ICE common stockholders													$	0.91		$	0.76														$	0.93		$	0.90
Adjusted diluted earnings per share attributable to ICE common stockholders													$	0.90		$	0.76														$	0.92		$	0.90

Acquisition-related transaction costs are included as part of our core business expenses, except for those that are directly related to the announcement, closing, financing or termination of a transaction. However, we adjusted for the acquisition-related ~~transaction and~~ integration costs relating to Interactive Data ~~are included in non-GAAP adjustments~~ given the size of this acquisition. The integration of Interactive Data was completed by June 2018. Amortization of acquisition-related intangibles are included in non-GAAP adjustments as excluding these non-cash expenses provides greater clarity regarding our financial strength and stability of cash operating results.

~~During~~In addition, we also include the ~~six months ended June 30,~~ 2018 ~~we include as a non-GAAP adjustment the~~ reduction of the gain on our December 2017 sale of Trayport as ~~it represents~~ a ~~non-recurring item. During the six months ended June 30, 2017, we include~~non-GAAP adjustment, as non-GAAP adjustments the Cetip net realized investment gain and during the six months and three months ended June 30, 2017 the foreign exchange loss and transaction expenses on the sale of Cetip, as the sale of Cetipthis is not considered a part of our core business operations. During the six months ended June 30, 2017, we include as a non-GAAP adjustment the accrual relating to investigations and inquiries as it is a nonrecurring item. During the six months and three months ended June 30, 2018, we include as non-GAAP adjustments the impairment loss on exchange registration intangible assets and employee severance costs related to the closure of ICE Futures Canada and ICE Clear Canada as they are non-recurring items. During the six months and three months ended June 30, 2017, we include as a non-GAAP adjustment the NYSE Governance Services net loss on divestiture as it is a non-recurring item. The income tax effects relating to ~~the items~~all non-GAAP adjustments, above, are included as ~~well as~~non-GAAP adjustments. The $17 million deferred tax ~~adjustments~~adjustment on acquisition-related intangibles ~~are included~~for the period ended March 31, 2019 is due to state apportionment changes. The $3 million other tax adjustment for the period ended March 31, 2019 is for additional audit settlement payments primarily related to pre-acquisition tax matters in ~~non-GAAP adjustments.~~conjunction with our acquisition of NYSE in 2013.

For additional information on these items, refer to our consolidated financial statements ~~and related notes, which are~~ included ~~elsewhere~~ in this Quarterly Report and ~~“- Recent Developments,” “-~~ “—Consolidated Operating ~~Expenses,” “-~~ Expenses” and “—Consolidated Non-Operating Income ~~(Expense)~~(Expenses)” ~~and Part II, Item 1 “- Legal Proceedings.”~~, above.

Contractual Obligations and Commercial Commitments

In the ~~second~~first quarter of ~~2018,~~2019, there were no significant changes to our contractual obligations and commercial commitments from those disclosed in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our ~~2017~~2018 Form ~~10-K.~~10-K, other than the changes related to our adoption of the new lease accounting standard, ASU 2016-02, described in Note 2 of our consolidated financial statements.

Off-Balance Sheet Arrangements

As described in Note 1011 to our consolidated financial statements, ~~and related notes,~~ which are included elsewhere in this Quarterly Report, certain clearing house collateral is reported off-balance sheet. We do not have any relationships with unconsolidated entities or financial partnerships, often referred to as structured finance or special purpose entities.

New and Recently Adopted Accounting Pronouncements

Refer to Note 2 to our consolidated financial statements, which are included elsewhere in this Quarterly Report, for information on the new and recently adopted accounting pronouncements that are applicable to us.

Critical Accounting Policies ~~and Estimates~~

In the ~~second~~first quarter of ~~2018,~~2019, there were no significant changes to our critical accounting policies and estimates from those disclosed in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our ~~2017~~2018 Form 10-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a result of our operating and financing activities, we are exposed to market risks such as interest rate risk, foreign currency exchange rate risk and credit risk. We have implemented policies and procedures designed to measure, manage, monitor and report risk exposures, which are regularly reviewed by the appropriate management and supervisory bodies.

Interest Rate Risk

We have exposure to market risk for changes in interest rates relating to our cash and cash equivalents, short-term ~~investments, short-term~~ and long-term restricted cash and cash equivalents, short-term and long-term investments and indebtedness. As of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, our cash and cash equivalents, short-term and long-term investments, and short-term and long-term restricted cash and cash equivalents were ~~$1.7~~both $2.0 billion ~~and $1.6 billion, respectively,~~ of which ~~$295~~$241 million and ~~$293~~$275 million, respectively, were denominated in pounds sterling, euros or Canadian dollars. The remaining cash and cash equivalents, short-term investments, and short-term and long-term restricted cash and cash equivalents are denominated in U.S. dollars. We do not use our investment portfolio for trading or other speculative purposes. A hypothetical 100 basis point decrease in ~~long-term~~short-term interest rates ~~to zero basis points~~ would decrease annual pre-tax earnings by ~~$18~~$16 million as of ~~June 30, 2018,~~March 31, 2019, assuming no change in the amount or composition of our cash and cash equivalents ~~short-term investments,~~ and short-term and long-term restricted cash and cash equivalents.

As of ~~June 30, 2018,~~March 31, 2019, we had ~~$6.9~~$7.5 billion in outstanding debt, of which ~~$4.9~~$6.5 billion relates to our senior notes, which bear interest at fixed interest rates. The remaining amount outstanding of ~~$2.0~~$1.0 billion relates to the Commercial Paper Program, which bears interest at fluctuating rates and, therefore, subjects us to interest rate risk. A hypothetical 100 basis point increase in ~~long-term~~short-term interest rates relating to the amounts outstanding under the Commercial Paper Program as of ~~June 30, 2018~~March 31, 2019 would decrease annual pre-tax earnings by ~~$20~~$10 million, assuming no change in the volume or composition of our outstanding indebtedness and no hedging activity. See Item 2 “- Management’s Discussion and Analysis of Financial Condition and Results of Operations - Debt” included ~~elsewhere~~ in this Quarterly Report.

The interest rates on our Commercial Paper Program are currently evaluated based upon current maturities and market conditions. The weighted average interest rate on our Commercial Paper Program increased from ~~1.49%~~2.48% as of December 31, ~~2017~~2018 to ~~2.06%~~2.54% as of ~~June 30, 2018,~~March 31, 2019, and increased from ~~1.16%~~1.86% as of ~~June 30, 2017.~~March 31, 2018. The ~~increases~~increase in the Commercial Paper Program weighted average interest ~~rates were~~rate was primarily due to the decisions by the U.S. Federal Reserve in March ~~2017,~~2018, June ~~2017,~~2018, September 2018, and in December ~~2017 and March~~ 2018 to increase the federal funds short-term interest rate by an aggregate 100 basis points to ~~1.75%~~2.50%. In the six months ended June 30, 2018, the broader commercial paper market also experienced a significant increase in the supply of short-term issuances which drove commercial paper interest rates higher. The effective interest rate of commercial paper issuance will continue to fluctuate based on the movement in short-term interest rates along with shifts in supply and demand within the commercial paper market.

Foreign Currency Exchange Rate Risk

As an international business, we are subject to foreign currency exchange rate risk. We may experience gains or losses from foreign currency transactions in the future given that a significant part of our assets and liabilities are recorded in pounds sterling,

Canadian dollars or euros, and a significant portion of our revenues and expenses are recorded in pounds sterling or euros. Certain assets, liabilities, revenues and expenses of foreign subsidiaries are denominated in the local functional

currency of such subsidiaries. Our exposure to foreign denominated earnings for the ~~six months and~~ three months ended ~~June 30, 2018~~March 31, 2019 is presented by primary foreign currency in the following table (dollars in millions, except exchange rates):


	Six Months Ended June 30, 2018						Three Months Ended June 30, 2018						Six Months Ended June 30, 2017						Three Months Ended June 30, 2017						Three Months Ended March 31, 2019						Three Months Ended March 31, 2018
	Pound sterling			Euro			Pound sterling			Euro			Pound sterling			Euro			Pound sterling			Euro			Pound Sterling			Euro			Pound Sterling			Euro
Average exchange rate to the U.S. dollar in the current year period	1.3762			1.2105			1.3606			1.1918			1.2595			1.0829			1.2793			1.1004			$	1.3021		$	1.1355		$	1.3918		$	1.2292
Average exchange rate to the U.S. dollar in the same period in the prior year	1.2595			1.0829			1.2793			1.1004			1.4340			1.1166			1.4339			1.1294			$	1.3918		$	1.2292		$	1.2396		$	1.0654
Average exchange rate increase (decrease)	9		%	12		%	6		%	8		%	(12		)%	(3		)%	(11		)%	(3		)%	(6		)%	(8		)%	12		%	15		%
Foreign denominated percentage of:
Revenues, less transaction-based expenses	10		%	5		%	9		%	5		%	10		%	4		%	11		%	4		%	8		%	5		%	10		%	5		%
Operating expenses	11		%	2		%	10		%	2		%	12		%	3		%	12		%	2		%	10		%	2		%	12		%	2		%
Operating income	8		%	7		%	9		%	7		%	9		%	5		%	10		%	5		%	7		%	8		%	8		%	7		%
Impact of the currency fluctuations ⁽¹⁾ on:
Revenues, less transaction-based expenses	$	20		$	12		$	7		$	4		$	(34	)	$	(3	)	$	(15	)	$	(1	)	$	(7	)	$	(6	)	$	13		$	8
Operating expenses	$	11		$	3		$	4		$	1		$	(19	)	$	(1	)	$	(8	)	$	—		$	(4	)	$	(1	)	$	7		$	2
Operating income	$	9		$	9		$	3		$	3		$	(15	)	$	(2	)	$	(7	)	$	(1	)	$	(3	)	$	(5	)	$	6		$	6

⁽¹⁾~~Represents the impact of currency fluctuation for the six months and three months ended June 30, 2018 and June 30, 2017 compared to the same periods in the prior year.~~


(1)	Represents the impact of currency fluctuation for the three months ended March 31, 2019 compared to the same period in the prior year.

We have a significant part of our assets, liabilities, revenues and expenses recorded in pounds sterling or euros. For ~~both~~ the ~~six months and~~ three months ended ~~June 30, 2018, 14%~~March 31, 2019, 13% of our consolidated revenues, less transaction-based expenses, were denominated in pounds sterling or euros, and, ~~13%~~12% of our consolidated operating expenses were denominated in pounds sterling or euros. As the pound sterling or euro exchange rate changes, the U.S. equivalent of revenues and expenses denominated in foreign currencies changes accordingly.

~~We have foreign~~Foreign currency transaction risk related to the settlement of foreign currency denominated assets, liabilities and payables ~~that~~ occur through our operations, which are received in or paid in pounds sterling, Canadian dollars or euros, due to the increase or decrease in the foreign currency exchange rates between periods. We incurred foreign currency transaction losses of $1$4 million for ~~both~~ the ~~six months and~~ three months ended ~~June 30, 2018, and $1 million~~March 31, 2019. Foreign currency transaction gains or losses were flat for ~~both~~ the ~~six months and~~ three months ended ~~June 30, 2017,~~March 31, 2018. The foreign currency transactions losses were primarily attributable to the fluctuations of the pound sterling and euro relative to the U.S. dollar. A 10% adverse change in the underlying foreign currency exchange rates as of ~~June 30, 2018 would result in a foreign currency transaction loss of $4 million,~~March 31, 2019, assuming no change in the composition of the foreign currency denominated assets, liabilities and payables and assuming no hedging ~~activity.~~activity, would result in no additional foreign currency gain or loss.

We entered into foreign currency hedging transactions during the ~~six months and~~ three months ended ~~June 30, 2018~~March 31, 2019 as economic hedges to help mitigate a portion of our foreign exchange risk exposure and may enter into additional hedging transactions in the future to help mitigate our foreign exchange risk exposure. Although we may enter into additional hedging transactions in the future to help mitigate our foreign exchange risk exposure, these hedging arrangements may not be effective, particularly in the event of imprecise forecasts of the levels of our non-U.S. denominated assets and liabilities.

We have foreign currency translation risk equal to our net investment in our foreign subsidiaries. The financial statements of these subsidiaries are translated into U.S. dollars using a current rate of exchange, with gains or losses included in the cumulative translation adjustment account, a component of equity. Our exposure to the net investment in foreign currencies is presented by primary foreign currencies in the table below (in millions):


	As of June 30, 2018						As of March 31, 2019
	Position in pounds sterling		Position in Canadian dollars		Position in euros		Position in pounds sterling		Position in Canadian dollars		Position in euros
Assets	£	832	C$	1,426	€	153	£	829	C$	1,792	€	151
of which goodwill and intangible assets represent	645		469		93
of which goodwill represents							632		412		92
Liabilities	84		972		42		81		1,380		49
Net currency position	£	748	C$	454	€	111	£	748	C$	412	€	102
Impact on consolidated equity of a 10% decrease in foreign currency exchange rates	$	99	$	35	$	13
Net currency position, in $USD							$	975	$	309	$	114
Negative impact on consolidated equity of a 10% decrease in foreign currency exchange rates							$	98	$	31	$	11

As of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, the portion of our equity attributable to accumulated other comprehensive loss from foreign currency translation was ~~$178~~$201 million and ~~$136~~$227 million, respectively. As of June 30, 2018, we had net exposure of pounds sterling, Canadian dollars and euros of £748 million ($988 million), C$454 million ($346 million), and €111 million ($130 million), respectively. Based on these June 30, 2018 net currency positions, a hypothetical 10% decrease of pound sterling against U.S. dollar would negatively impact our equity by $99 million, a hypothetical 10% decrease of Canadian dollar against U.S. dollar would negatively impact our equity by $35 million, and a hypothetical 10% decrease of euro against U.S. dollar would negatively impact our equity by $13 million. For the ~~six months and~~ three months ended ~~June 30, 2018,~~March 31, 2019, currency exchange rate differences had a ~~negative~~positive impact of ~~$42~~$26 million ~~and $75 million, respectively,~~ on our consolidated ~~equity,~~equity. The increase for the three months ended March 31, 2019 is primarily due to the ~~decrease~~increase in the pound sterling/U.S. dollar exchange rate to ~~1.3208~~1.3046 as of ~~June 30, 2018~~March 31, 2019 (from ~~1.3510~~1.2756 as of December 31, ~~2017).~~2018) due to the strengthening of the pound sterling as compared to the U.S. dollar. The future impact on our business relating to the U.K. leaving the EU and the corresponding regulatory changes are uncertain at this time, including future impacts on currency exchange rates.

Credit Risk

We are exposed to credit risk in our operations in the event of a counterparty default. We limit our exposure to credit risk by rigorously selecting the counterparties with which we make our investments, monitoring them on an ongoing basis and ~~execute agreements. Credit risk is monitored by using exposure limits depending on ratings assigned by rating agencies as well as the nature and maturity of transactions. Our investment objective is~~executing agreements to invest in securities that preserve principal while maximizing yields, without significantly increasing risk. We seek to substantially mitigate credit risk associated with investments by ensuring that these financial assets are placed with governments, well-capitalized financial institutions and other creditworthy counterparties.protect our interests.

An ongoing review is performed to evaluate changes in the status of counterparties. In addition to the intrinsic creditworthiness of counterparties, our policies require diversification of counterparties (banks, financial institutions, bond issuers and funds) so as to avoid a concentration of risk.Clearing House Cash Deposit Risks

~~Our clearing houses~~The ICE Clearing Houses hold material amounts of clearing member cash deposits which are held or invested primarily to provide security of capital while minimizing credit, market and liquidity risks. Refer to Note 1011 to our consolidated financial statements, which are included ~~elsewhere~~ in this Quarterly Report, for more information on the ~~clearing houses'~~ICE Clearing Houses' cash deposits, which were ~~$55.0~~$64.6 billion as of ~~June 30, 2018.~~March 31, 2019. While we seek to achieve a reasonable rate of return which may generate interest income for our clearing members, we are primarily concerned with preservation of capital and managing the risks associated with these deposits. As the ~~clearing houses~~ICE Clearing Houses may pass on interest revenues (minus costs) to the clearing members, this could include negative or reduced yield due to market conditions. For a summary of the risks associated with this investment activity and how these risks are mitigated, see Part II, Item 7(A) “Quantitative and Qualitative Disclosures About Market Risk” in our ~~2017~~2018 Form 10-K.

~~Impact of Inflation~~

We have not been adversely affected by inflation as technological advances and competition have generally caused prices for the hardware and software that we use for our electronic platforms to remain constant or to decline. In the event of inflation, we believe that we will be able to pass on any price increases to our participants, as the prices that we charge are not governed by long-term contracts.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report, an evaluation was carried out by our management, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based upon that evaluation, our

Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of the end of the period covered by this report.

(b) Changes in Internal Controls over Financial Reporting. There were no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. As a result, no corrective actions were taken.

PART II. Other Information

ITEM 1. LEGAL PROCEEDINGS

We are subject to legal proceedings, claims and investigations that arise in the ordinary course of our business. These include the matters described in Part I, Item 3 “Legal Proceedings” in our 2017 Form 10-K and Note 11 to the consolidated financial statements and related notes, which are included elsewhere in this Quarterly Report, and which should be referred to for further discussion. We establish accruals for those matters in circumstances when a loss contingency is considered probable and the related amount is reasonably estimable. Any such accruals may be adjusted as circumstances change. Assessments of losses are inherently subjective and involve unpredictable factors. We do not believe that the resolution of these legal matters will have a material adverse effect on our consolidated financial ~~conditions,~~condition, results of operations or liquidity. It is possible, however, that future results of operations for any particular quarterly or annual period may be materially and adversely affected by any developments in legal proceedings, claims and ~~investigations.~~

investigations. See Part I, Item 3 “Legal Proceedings” in our 2018 Form 10-K and Note 12 to the consolidated financial statements and related notes, which are included in this Quarterly Report.

ITEM 1(A). RISK FACTORS

In the ~~second~~first quarter of ~~2018,~~2019, there were no significant new risk factors from those disclosed in Part 1, Item 1A, “Risk Factors” in our ~~2017~~2018 Form 10-K. In addition to the other information set forth in this Quarterly Report, including the information in the "- Regulation" section of Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, you should carefully consider the factors discussed under “Risk Factors” and the regulation discussion under “Business - Regulation” in our ~~2017~~2018 Form 10-K. These risks could materially and adversely affect our business, financial

condition and results of operations. The risks and uncertainties in our ~~2017~~2018 Form 10-K are not the only ones facing us. Additional risks and uncertainties not presently known to us, or that we currently believe to be immaterial, may also adversely affect our business.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Stock Repurchases

The table below sets forth the information with respect to purchases made by or on behalf of ~~Intercontinental Exchange, Inc.~~ICE or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) of our common stock during the three months ended ~~June 30, 2018.~~ March 31, 2019.

Period
(2018)

Total number of
shares purchased
Average price
paid per share
Total number of
shares purchased as
part of publicly
announced plans or
programs(1)
Approximate dollar
value of shares that
may yet be
purchased under the
plans or programs
(in millions)(1)
April 1 - April 30 1,359,778 $72.74 5,464,791 $801
May 1 - May 31 2,164,394 $71.38 7,629,185 $647
June 1 - June 30 2,774,061 $73.97 10,403,246 $441
Total 6,298,233 $72.81 10,403,246 $441



Period (2019)	Total number of shares purchased (in thousands)	Average price paid per share	Total number of shares purchased as part of publicly announced plans or programs (in thousands)	Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions)
January 1 - January 31	1,570	$74.51	1,570	$1,883
February 1 - February 28	2,005	$75.88	3,575	$1,731
March 1 - March 31	2,296	$74.44	5,871	$1,560
Total	5,871	$74.95	5,871	$1,560


(1)	Refer to Note 89 to our consolidated financial statements and related notes, which are included elsewhere in this Quarterly Report, for details on our stock repurchase plans.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS



Exhibit Number		Description of Document

~~10.1~~	—	Separation Agreement between Intercontinental Exchange Holdings, Inc. and Thomas W. Farley dated May 21, 2018 (incorporated by reference to Exhibit 10.1 to Intercontinental Exchange, Inc.’s Current Report on Form 8-K filed with the SEC on May 22, 2018, File No. 001-36198).

~~10.2~~	—	Intercontinental Exchange, Inc. 2018 Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.3 to Intercontinental Exchange, Inc.’s Registration Statement on Form S-8, filed with the SEC on May 21, 2018, File No. 333-225065).

31.1	—	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.

31.2	—	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.

32.1	—	Section 1350 Certification of Chief Executive Officer.

32.2	—	Section 1350 Certification of Chief Financial Officer.

101	—	The following materials from Intercontinental Exchange, Inc.’s Quarterly Report on Form ~~10-Q~~10-Q/A for the quarter ended ~~June 30, 2018,~~March 31, 2019, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Equity, Accumulated Other Comprehensive Loss and Redeemable Non-Controlling Interest (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text.*

As provided in Rule 406T of Regulation S-T, this information is “furnished” and not “filed” for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934. Such exhibit will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 unless Intercontinental Exchange, Inc. specifically incorporates it by reference.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.



	Intercontinental Exchange, Inc. (Registrant)

Date: ~~August~~May 2, ~~2018~~2019	By:	/s/ Scott A. Hill
		Scott A. Hill
		Chief Financial Officer
		(Principal Financial Officer)

5956



	As Reported		New Revenue Standard Adjustment		As Adjusted
Six months ended June 30, 2017
Total revenues	$	2,963	$	4	$	2,967
Total revenues, less transaction-based expenses	2,342		4		2,346
Income tax expense	352		2		354
Net income attributable to Intercontinental Exchange, Inc.	920		2		922
Basic earnings per share	$	1.55	$	0.01	$	1.56
Diluted earnings per share	$	1.54	$	0.01	$	1.55



Goodwill balance at December 31, 2017	$	12,216
Acquisitions	267
Foreign currency translation	(17		)
Other activity, net	18
Goodwill balance at June 30, 2018	$	12,484



	Annual Listings Revenues		Original Listing Revenues		Other Listing Revenues		Data Services and Other Revenues		Total
Remainder of 2018	$	192	$	13	$	10	$	115	$	330
2019	—		12		34		20		66
2020	—		1		27		2		30
2021	—		—		19		2		21
2022	—		—		13		—		13
Thereafter	—		—		4		—		4
Total	$	192	$	26	$	107	$	139	$	464



	ICE Clear Europe		ICE Clear Credit		ICE Clear U.S.		ICE NGX		Other ICE Clearing Houses		Total
Original margin	$	22,193	$	19,655	$	6,148	$	—	$	93	$	48,089
Unsettled variation margin, net	—		—		—		90		—		90
Guaranty fund	3,565		2,300		473		—		21		6,359
Delivery contracts receivable/payable, net	—		—		—		453		—		453
Total	$	25,758	$	21,955	$	6,621	$	543	$	114	$	54,991



	As of December 31, 2017
	ICE Clear Europe		ICE Clear Credit		ICE Clear U.S.		ICE NGX		Other ICE Clearing Houses
Original margin:
Government securities at face value	$	23,496	$	5,699	$	9,581	$	—	$	18
Letters of credit	—		—		—		1,663		—
ICE NGX cash deposits	—		—		—		233		—
Total	$	23,496	$	5,699	$	9,581	$	1,896	$	18
Guaranty fund:
Government securities at face value	$	323	$	176	$	169	$	—	$	2



	As of June 30, 2018						As of December 31, 2017
	Level 1		Level 2 and 3		Total		Level 1		Level 2 and 3		Total
Assets at fair value:
U.S. Treasury and other foreign government securities	$	944	$	—	$	944	$	734	$	—	$	734
Mutual funds	15		—		15		16		—		16
Total assets at fair value	$	959	$	—	$	959	$	750	$	—	$	750



	Six Months Ended June 30, 2018						Six Months Ended June 30, 2017
	Trading and Clearing Segment		Data and Listings Segment		Consolidated		Trading and Clearing Segment		Data and Listings Segment		Consolidated
Revenues:
Energy futures and options contracts	$	485	$	—	$	485	$	459	$	—	$	459
Agricultural and metals futures and options contracts	139		—		139		118		—		118
Interest rates and other financial futures and options contracts	185		—		185		172		—		172
Cash equities and equity options	827		—		827		771		—		771
OTC and other transactions	126		—		126		95		—		95
Pricing and analytics	—		516		516		—		480		480
Exchange data	—		287		287		—		280		280
Desktops and connectivity	—		243		243		—		281		281
Listings	—		220		220		—		217		217
Other revenues	108		—		108		94		—		94
Revenues	1,870		1,266		3,136		1,709		1,258		2,967
Transaction-based expenses	665		—		665		621		—		621
Revenues, less transaction-based expenses	1,205		1,266		2,471		1,088		1,258		2,346
Operating expenses	425		741		1,166		397		758		1,155
Operating income	$	780	$	525	$	1,305	$	691	$	500	$	1,191



Period (2018)	Total number of shares purchased	Average price paid per share	Total number of shares purchased as part of publicly announced plans or programs(1)	Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions)(1)
April 1 - April 30	1,359,778	$72.74	5,464,791	$801
May 1 - May 31	2,164,394	$71.38	7,629,185	$647
June 1 - June 30	2,774,061	$73.97	10,403,246	$441
Total	6,298,233	$72.81	10,403,246	$441

Account Type

As of March 31, 2019
(In C$ millions)

As of March 31, 2019
(In $USD millions)

Daylight liquidity facility

Overdraft facility